content: <PAGE>   1
  
  
  
  
      As filed with the Securities and Exchange Commission on June 13, 1997
                                              Registration No. 333-_______________
  --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
  
                           --------------------------
  
                                    FORM S-8
  
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
  
                           --------------------------
  
                        ELECTRONIC TRANSMISSION CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
  
         DELAWARE                                                 75-2578619
  (State of Incorporation)                                      (I.R.S. Employer
                                                               Identification No.)
  
                           --------------------------
  
                                                          L. Cade Havard
                                                     5025 Arapaho Road, Suite 515
     5025 Arapaho Road, Suite 515                       Dallas, Texas 75248
          Dallas, Texas 75248                             (972) 980-0900
  (Address of Principal Executive Offices)     (Name, Address and Telephone Number
                                                        of Agent For Service)
                                                                              
  
                           --------------------------
  
                              EMPLOYEE STOCK OPTIONS
                             (Full title of the Plan)
  
  
                           --------------------------
  
                                     COPY TO:
                             Richard B. Goodner, Esq.
                     Looper, Reed, Mark & McGraw Incorporated
                           1601 Elm Street, Suite 4100
                               Dallas, Texas 75201
  
                           --------------------------
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------------------------------------------
                                                             Proposed Maximum     Proposed Maximum
        Title of Securities to be         Amount to be        Offering Price          Aggregate            Amount of
               Registered                  Registered            Per Share         Offering Price     Registration Fee(1)
   <S>          <C>                          <C>                   <C>                <C>                     <C>
  ----------------------------------------------------------------------------------------------------------------------------
   Common Stock, $0.001 par value
   per share . . . . . . . . . . . .           346,666             $0.001           $   346.67                $  0.11
   Common Stock, $0.001 par value
   per share . . . . . . . . . . . .           825,000             1.25              1,031,250                 312.47
   Common Stock, $0.001 par value
   per share . . . . . . . . . . . .            23,000             1.50                 34,500                  10.45
                                              --------                                                        -------
        Totals . . . . . . . . . . .         1,194,666                                                        $323.14
  </TABLE>
  
  ----------------------
  
  (1) Based upon the exercise price of the options issued under the various
      Employee Stock Options in accordance with Rule 457(h).
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed or to be filed by Electronic
  Transmission Corporation (the "Registrant") with the Securities and Exchange
  Commission (the "Commission") are incorporated by reference herein:
  
           (a)     The Registrant's Registration Statement on Form S-4 which was
                   declared effective by the Commission on January 7, 1997 (File
                   No. 333-07069), which contains audited financial statements of
                   the Registrant for the fiscal year ended December 31, 1995 and
                   unaudited financial statements for the nine months ended
                   September 30, 1996;
  
           (b)     The Registrant's Annual Report on Form 10-KSB for the fiscal
                   year ended December 31, 1996, which contains audited financial
                   statements of the Registrant for the fiscal year ended
                   December 31, 1996;
  
           (c)     The Registrant's Current Report on Form 8-KSB dated February
                   11, 1997;
  
           (d)     The Registrant's Quarterly Report on Form 10-QSB for the
                   fiscal quarter ended March 31, 1997, which contains unaudited
                   financial statements of the Registrant for the fiscal quarter
                   ended March 31, 1997; and
  
           (e)     The description of the Common Stock of the Registrant
                   incorporated by reference in its Registration Statement on
                   Form 8-A (File No. 221355) pursuant to Section 12(g) of the
                   Securities Exchange Act of 1934, as amended (the "Exchange
                   Act"), including any amendment or report filed for the purpose
                   of updating such description.
  
           All other documents filed by the Registrant subsequent to the date of
  this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Exchange Act, prior to the filing of a post-effective amendment to this
  Registration Statement which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this Registration Statement and to be a part
  hereof from the respective dates 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.
  
           Section 145 of the General Corporation Law of Delaware (the "DGCL")
  gives Delaware corporations broad powers to indemnify their present and former
  directors and officers and those of affiliated corporations.  That
  indemnification is not exclusive of any other rights to which those indemnified
  may be entitled under any bylaws, resolution of stockholders or directors,
  agreement or otherwise.  Article Tenth of the Registrant's
  
  
  
  
  
                                        II-1
  <PAGE>   3
  Certificate of Incorporation (the "Certificate") makes mandatory the
  indemnification expressly authorized under the DGCL.  The inclusion of this
  provision in the Registrant's Certificate may have the effect of reducing the
  likelihood of derivative litigation against directors, and may discourage or
  deter stockholders or management from bringing an action against directors for
  breach of their duty of care, even though such action, if successful, might
  otherwise have benefitted the Registrant and its stockholders.  This provision
  does not prevent the Registrant or its stockholders from seeking injunctive
  relief or other equitable remedies against its directors under applicable state
  law, although there can be no assurance that such remedies, if sought, would be
  obtained.  In addition, this provision may not limit the liability of the
  Registrant's directors for violations of Federal securities laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following documents are filed as exhibits to this Registration
  Statement.  Certain documents previously filed with the Commission are
  incorporated in this Registration Statement by reference.
  
  <TABLE>          
  <CAPTION>        
   Exhibit Number               Description of Exhibit
   --------------               ----------------------
    <S>               <C>       <C>
    * 4.1             --        Specimen Common Stock Certificate
      5.1             --        Opinion of Looper, Reed, Mark & McGraw 
                                Incorporated
    *10.1             --        Employment Agreement dated January 2, 1995, by 
                                and between the Company and L. Cade Havard
     10.2             --        Employment Agreement dated April 1, 1997, by 
                                and between the Company and L. Cade Havard
     10.3             --        Employment Agreement dated December 7, 1995, by 
                                and between the Company and Derek Dzung Pham
     10.4             --        Employment Agreement dated September 22, 1995, 
                                by and between the Company and Scott Vu
     10.5             --        Employment Agreement dated February 20, 1996, by 
                                and between the Company and Marsha D. Wilcox
     10.6             --        Employment Agreement dated February 15, 1996, by
                                and between the Company and Harry K. Altman
     10.7             --        Employment Agreement dated July 1, 1996, by and 
                                between the Company and Robert L. Bonomi
     10.8             --        Employment Agreement dated June 15, 1996, by and 
                                between the Company and Dan A. Doughty
     10.9             --        Employment Agreement dated August 1, 1996, by 
                                and between the Company and Julie L. Krueger
     10.10            --        Employment Agreement dated May 31, 1996, by and 
                                between the Company and Lyndel Ray McGee
     10.11            --        Employment Agreement dated July 1, 1996, by and 
                                between the Company and Tammy L. Newman
     10.12            --        Employment Agreement dated June 17, 1996, by and 
                                between the Company and Mark L. Roden
     23.1             --        Consent of Simonton, Kutac & Barnidge, L.L.P.
     23.2             --        Consent of Looper, Reed, Mark & McGraw 
                                Incorporated (included in its opinion filed as 
                                Exhibit 5.1)
     24.1             --        Power of Attorney (included at page II-4 hereof)
  </TABLE>         
  
  -----------------
  
  
  
  
  
                                        II-2
  <PAGE>   4
      *    Incorporated in this Registration Statement by reference to the
  exhibits as filed as exhibits 4.1 and 10.7, respectively, in the Registrant's
  Registration Statement on Form S-4, as amended (File Number 333-07069), which
  was declared effective by the Commission on January 7, 1997.
  
  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; and (iii) to
  include any material information with respect to the plan of distribution not
  previously disclosed in the Registration Statement or any material change to
  such information in the Registration Statement; provided, however, that
  paragraphs (1)(i) and (1)(ii) do not apply if the Registration Statement is on
  Form S-3 or Form S-8, and the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed by the Registrant pursuant to Sections 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 the initial bona
  fide offering thereof;
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered that remain unsold at the
  termination of the offering; and
  
           (4)     That, for purposes of determining any liability under the
  Securities Act, each filing of the Registrant's annual report pursuant to
  Sections 13(a) or 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.
  
  
  
  
  
                                        II-3
  <PAGE>   5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant 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 the 12th day of
  June, 1997.
  
                                         ELECTRONIC TRANSMISSION CORPORATION
                                         (Registrant)
  
                                         By: /s/ L. CADE HAVARD     
                                            --------------------------------------
                                            L. Cade Havard, Chairman of the Board,
                                            President, Chief Executive Officer 
                                            and Director
  
                                POWER OF ATTORNEY
  
      Each person whose signature appears below on this Registration Statement
  constitutes and appoints L. Cade Havard, with full power of substitution, our
  true and lawful attorney and agent, to do any and all acts and things in our
  names in the capacities indicated which L. Cade Havard may deem necessary or
  advisable to enable the Registrant to comply with the Securities Act of 1933,
  as amended, and any rules, regulations and requirements of the Securities and
  Exchange Commission in connection with this Registration Statement, including
  specifically, but not limited to, the power and authority to sign for us, or
  any of us, in our names in the capacities indicated, and any and all amendments
  (including post-effective amendments) to this Registration Statement; and we do
  hereby ratify and confirm all that L. Cade Havard shall 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 on behalf of
  the Registrant and in the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
               Signature                                      Title                                  Date
               ---------                                      -----                                  ----
  <S>                                    <C>                                                     <C>
  /s/ L. Cade Havard                     Chairman of the Board, President, Chief                 June 12, 1997
  ----------------------------------     Executive Officer, and Director (Principal           ----------------
  L. Cade Havard                         Executive)                                 
                                                                                    
  
  /s/ Louann C. Smith                    Controller, Treasurer and Corporate Secretary           June 12, 1997
  ----------------------------------                                                          ----------------
  Louann C. Smith
  
  /s/ Ann C. McDearmon                   Executive Vice President -- Director of                 June 12, 1997
  ----------------------------------     Marketing                                            ----------------
  Ann C. McDearmon                                
  
  /s/ Timothy P. Powell                  Executive Vice President -- Data Services and           June 12, 1997
  ----------------------------------     Director                                             ----------------
  Timothy P. Powell                                 
  
  /s/ Michael Eckstein                   Director                                                June 12, 1997
  ----------------------------------                                                          ----------------
  Michael Eckstein
  
  /s/ David O. Hannah                    Director                                                June 12, 1997
  ----------------------------------                                                          ----------------
  David O. Hannah
  
  /s/ Dennis Barnes                      Director                                                June 12, 1997
  ----------------------------------                                                          ----------------
  Dennis Barnes
  </TABLE>
  
  
  
  
  
                                        II-4
  <PAGE>   6
                                INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
     Exhibit
     Number                   Description of Exhibit
     ------                   ----------------------
    <S>             <C>       <C>
    * 4.1           --        Specimen Common Stock Certificate
      5.1           --        Opinion of Looper, Reed, Mark & McGraw Incorporated
     10.1           --        Employment Agreement dated January 2, 1995, by and
                              between the Company and L. Cade Havard
     10.2           --        Employment Agreement dated April 1, 1997, by 
                              and between the Company and L. Cade Havard
     10.3           --        Employment Agreement dated December 7, 1995, by 
                              and between the Company and Derek Dzung Pham
     10.4           --        Employment Agreement dated September 22, 1995, 
                              by and between the Company and Scott Vu
     10.5           --        Employment Agreement dated February 20, 1996, by 
                              and between the Company and Marsha D. Wilcox
     10.6           --        Employment Agreement dated February 15, 1996, by
                              and between the Company and Harry K. Altman
     10.7           --        Employment Agreement dated July 1, 1996, by and 
                              between the Company and Robert L. Bonomi
     10.8           --        Employment Agreement dated June 15, 1996, by and 
                              between the Company and Dan A. Doughty
     10.9           --        Employment Agreement dated August 1, 1996, by 
                              and between the Company and Julie L. Krueger
     10.10          --        Employment Agreement dated May 31, 1996, by and 
                              between the Company and Lyndel Ray McGee
     10.11          --        Employment Agreement dated July 1, 1996, by and 
                              between the Company and Tammy L. Newman
     10.12          --        Employment Agreement dated June 17, 1996, by and 
                              between the Company and Mark L. Roden
     23.1           --        Consent of Simonton, Kutac & Barnidge, L.L.P.
     23.2           --        Consent of Looper, Reed, Mark & McGraw Incorporated
                              (included in its opinion filed as Exhibit 5.1)
     24.1           --        Power of Attorney (included at page II-4 hereof)
  </TABLE>
  
  ------------------
  
      *    Incorporated in this Registration Statement by reference to the
  exhibits as filed as exhibits 4.1 and 10.7, respectively, in the Registrant's
  Registration Statement on Form S-4, as amended (File Number 333-07069), which
  was declared effective by the Commission on January 7, 1997.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20252}]
metadata_filer: {"company-data": {"conformed-name": "ELECTRONIC TRANSMISSION CORP /DE/", "cik": "0001017586", "assigned-sic": "8090", "irs-number": "752578619", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29147", "film-number": "97623548"}, "business-address": {"street1": "5025 ARAPAHO RD", "street2": "STE 515", "city": "DALLAS", "state": "TX", "zip": "75248", "phone": "2149800900"}, "mail-address": {"street1": "5025 ARAPAHO RD", "street2": "STE 515", "city": "DALLAS", "state": "TX", "zip": "75248"}, "former-company": {"former-conformed-name": "ETC TRANSACTION CORP", "date-changed": "19960626"}}
text: 1
  
      As filed with the Securities and Exchange Commission on June 13, 1997
                                              Registration No. 333-_______________
  --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
  
                           --------------------------
  
                                    FORM S-8
  
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
  
                           --------------------------
  
                        ELECTRONIC TRANSMISSION CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
         DELAWARE                                                 75-2578619
  (State of Incorporation)                                      (I.R.S. Employer
                                                               Identification No.)
  
                           --------------------------
  
                                                          L. Cade Havard
                                                     5025 Arapaho Road, Suite 515
     5025 Arapaho Road, Suite 515                       Dallas, Texas 75248
          Dallas, Texas 75248                             (972) 980-0900
  (Address of Principal Executive Offices)     (Name, Address and Telephone Number
                                                        of Agent For Service)
                                                                              
  
                           --------------------------
  
                              EMPLOYEE STOCK OPTIONS
                             (Full title of the Plan)
  
                           --------------------------
  
                                     COPY TO:
                             Richard B. Goodner, Esq.
                     Looper, Reed, Mark & McGraw Incorporated
                           1601 Elm Street, Suite 4100
                               Dallas, Texas 75201
  
                           --------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------------
                                                             Proposed Maximum     Proposed Maximum
        Title of Securities to be         Amount to be        Offering Price          Aggregate            Amount of
               Registered                  Registered            Per Share         Offering Price     Registration Fee(1)
  ----------------------------------------------------------------------------------------------------------------------------
   Common Stock, $0.001 par value
   per share . . . . . . . . . . . .           346,666             $0.001           $   346.67                $  0.11
   Common Stock, $0.001 par value
   per share . . . . . . . . . . . .           825,000             1.25              1,031,250                 312.47
   Common Stock, $0.001 par value
   per share . . . . . . . . . . . .            23,000             1.50                 34,500                  10.45
                                              --------                                                        -------
        Totals . . . . . . . . . . .         1,194,666                                                        $323.14
  ----------------------
  
  (1) Based upon the exercise price of the options issued under the various
      Employee Stock Options in accordance with Rule 457(h).
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents heretofore filed or to be filed by Electronic
  Transmission Corporation (the "Registrant") with the Securities and Exchange
  Commission (the "Commission") are incorporated by reference herein:
  
           (a)     The Registrant's Registration Statement on Form S-4 which was
                   declared effective by the Commission on January 7, 1997 (File
                   No. 333-07069), which contains audited financial statements of
                   the Registrant for the fiscal year ended December 31, 1995 and
                   unaudited financial statements for the nine months ended
                   September 30, 1996;
  
           (b)     The Registrant's Annual Report on Form 10-KSB for the fiscal
                   year ended December 31, 1996, which contains audited financial
                   statements of the Registrant for the fiscal year ended
                   December 31, 1996;
  
           (c)     The Registrant's Current Report on Form 8-KSB dated February
                   11, 1997;
  
           (d)     The Registrant's Quarterly Report on Form 10-QSB for the
                   fiscal quarter ended March 31, 1997, which contains unaudited
                   financial statements of the Registrant for the fiscal quarter
                   ended March 31, 1997; and
  
           (e)     The description of the Common Stock of the Registrant
                   incorporated by reference in its Registration Statement on
                   Form 8-A (File No. 221355) pursuant to Section 12(g) of the
                   Securities Exchange Act of 1934, as amended (the "Exchange
                   Act"), including any amendment or report filed for the purpose
                   of updating such description.
  
           All other documents filed by the Registrant subsequent to the date of
  this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Exchange Act, prior to the filing of a post-effective amendment to this
  Registration Statement which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this Registration Statement and to be a part
  hereof from the respective dates 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.
  
           Section 145 of the General Corporation Law of Delaware (the "DGCL")
  gives Delaware corporations broad powers to indemnify their present and former
  directors and officers and those of affiliated corporations.  That
  indemnification is not exclusive of any other rights to which those indemnified
  may be entitled under any bylaws, resolution of stockholders or directors,
  agreement or otherwise.  Article Tenth of the Registrant's
  
                                        II-1
  3
  Certificate of Incorporation (the "Certificate") makes mandatory the
  indemnification expressly authorized under the DGCL.  The inclusion of this
  provision in the Registrant's Certificate may have the effect of reducing the
  likelihood of derivative litigation against directors, and may discourage or
  deter stockholders or management from bringing an action against directors for
  breach of their duty of care, even though such action, if successful, might
  otherwise have benefitted the Registrant and its stockholders.  This provision
  does not prevent the Registrant or its stockholders from seeking injunctive
  relief or other equitable remedies against its directors under applicable state
  law, although there can be no assurance that such remedies, if sought, would be
  obtained.  In addition, this provision may not limit the liability of the
  Registrant's directors for violations of Federal securities laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following documents are filed as exhibits to this Registration
  Statement.  Certain documents previously filed with the Commission are
  incorporated in this Registration Statement by reference.
  Exhibit Number               Description of Exhibit
   --------------               ----------------------
  * 4.1             --        Specimen Common Stock Certificate
      5.1             --        Opinion of Looper, Reed, Mark & McGraw 
                                Incorporated
    *10.1             --        Employment Agreement dated January 2, 1995, by 
                                and between the Company and L. Cade Havard
     10.2             --        Employment Agreement dated April 1, 1997, by 
                                and between the Company and L. Cade Havard
     10.3             --        Employment Agreement dated December 7, 1995, by 
                                and between the Company and Derek Dzung Pham
     10.4             --        Employment Agreement dated September 22, 1995, 
                                by and between the Company and Scott Vu
     10.5             --        Employment Agreement dated February 20, 1996, by 
                                and between the Company and Marsha D. Wilcox
     10.6             --        Employment Agreement dated February 15, 1996, by
                                and between the Company and Harry K. Altman
     10.7             --        Employment Agreement dated July 1, 1996, by and 
                                between the Company and Robert L. Bonomi
     10.8             --        Employment Agreement dated June 15, 1996, by and 
                                between the Company and Dan A. Doughty
     10.9             --        Employment Agreement dated August 1, 1996, by 
                                and between the Company and Julie L. Krueger
     10.10            --        Employment Agreement dated May 31, 1996, by and 
                                between the Company and Lyndel Ray McGee
     10.11            --        Employment Agreement dated July 1, 1996, by and 
                                between the Company and Tammy L. Newman
     10.12            --        Employment Agreement dated June 17, 1996, by and 
                                between the Company and Mark L. Roden
     23.1             --        Consent of Simonton, Kutac & Barnidge, L.L.P.
     23.2             --        Consent of Looper, Reed, Mark & McGraw 
                                Incorporated (included in its opinion filed as 
                                Exhibit 5.1)
     24.1             --        Power of Attorney (included at page II-4 hereof)
  -----------------
  
                                        II-2
  4
      *    Incorporated in this Registration Statement by reference to the
  exhibits as filed as exhibits 4.1 and 10.7, respectively, in the Registrant's
  Registration Statement on Form S-4, as amended (File Number 333-07069), which
  was declared effective by the Commission on January 7, 1997.
  
  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; and (iii) to
  include any material information with respect to the plan of distribution not
  previously disclosed in the Registration Statement or any material change to
  such information in the Registration Statement; provided, however, that
  paragraphs (1)(i) and (1)(ii) do not apply if the Registration Statement is on
  Form S-3 or Form S-8, and the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed by the Registrant pursuant to Sections 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 the initial bona
  fide offering thereof;
  
           (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered that remain unsold at the
  termination of the offering; and
  
           (4)     That, for purposes of determining any liability under the
  Securities Act, each filing of the Registrant's annual report pursuant to
  Sections 13(a) or 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.
  
                                        II-3
  5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant 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 the 12th day of
  June, 1997.
  
                                         ELECTRONIC TRANSMISSION CORPORATION
                                         (Registrant)
  
                                         By: /s/ L. CADE HAVARD     
                                            --------------------------------------
                                            L. Cade Havard, Chairman of the Board,
                                            President, Chief Executive Officer 
                                            and Director
  
                                POWER OF ATTORNEY
  
      Each person whose signature appears below on this Registration Statement
  constitutes and appoints L. Cade Havard, with full power of substitution, our
  true and lawful attorney and agent, to do any and all acts and things in our
  names in the capacities indicated which L. Cade Havard may deem necessary or
  advisable to enable the Registrant to comply with the Securities Act of 1933,
  as amended, and any rules, regulations and requirements of the Securities and
  Exchange Commission in connection with this Registration Statement, including
  specifically, but not limited to, the power and authority to sign for us, or
  any of us, in our names in the capacities indicated, and any and all amendments
  (including post-effective amendments) to this Registration Statement; and we do
  hereby ratify and confirm all that L. Cade Havard shall 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 on behalf of
  the Registrant and in the capacities and on the dates indicated.
  Signature                                      Title                                  Date
               ---------                                      -----                                  ----
  /s/ L. Cade Havard                     Chairman of the Board, President, Chief                 June 12, 1997
  ----------------------------------     Executive Officer, and Director (Principal           ----------------
  L. Cade Havard                         Executive)                                 
                                                                                    
  
  /s/ Louann C. Smith                    Controller, Treasurer and Corporate Secretary           June 12, 1997
  ----------------------------------                                                          ----------------
  Louann C. Smith
  
  /s/ Ann C. McDearmon                   Executive Vice President -- Director of                 June 12, 1997
  ----------------------------------     Marketing                                            ----------------
  Ann C. McDearmon                                
  
  /s/ Timothy P. Powell                  Executive Vice President -- Data Services and           June 12, 1997
  ----------------------------------     Director                                             ----------------
  Timothy P. Powell                                 
  
  /s/ Michael Eckstein                   Director                                                June 12, 1997
  ----------------------------------                                                          ----------------
  Michael Eckstein
  
  /s/ David O. Hannah                    Director                                                June 12, 1997
  ----------------------------------                                                          ----------------
  David O. Hannah
  
  /s/ Dennis Barnes                      Director                                                June 12, 1997
  ----------------------------------                                                          ----------------
  Dennis Barnes
  II-4
  6
                                INDEX TO EXHIBITS
  Exhibit
     Number                   Description of Exhibit
     ------                   ----------------------
  * 4.1           --        Specimen Common Stock Certificate
      5.1           --        Opinion of Looper, Reed, Mark & McGraw Incorporated
     10.1           --        Employment Agreement dated January 2, 1995, by and
                              between the Company and L. Cade Havard
     10.2           --        Employment Agreement dated April 1, 1997, by 
                              and between the Company and L. Cade Havard
     10.3           --        Employment Agreement dated December 7, 1995, by 
                              and between the Company and Derek Dzung Pham
     10.4           --        Employment Agreement dated September 22, 1995, 
                              by and between the Company and Scott Vu
     10.5           --        Employment Agreement dated February 20, 1996, by 
                              and between the Company and Marsha D. Wilcox
     10.6           --        Employment Agreement dated February 15, 1996, by
                              and between the Company and Harry K. Altman
     10.7           --        Employment Agreement dated July 1, 1996, by and 
                              between the Company and Robert L. Bonomi
     10.8           --        Employment Agreement dated June 15, 1996, by and 
                              between the Company and Dan A. Doughty
     10.9           --        Employment Agreement dated August 1, 1996, by 
                              and between the Company and Julie L. Krueger
     10.10          --        Employment Agreement dated May 31, 1996, by and 
                              between the Company and Lyndel Ray McGee
     10.11          --        Employment Agreement dated July 1, 1996, by and 
                              between the Company and Tammy L. Newman
     10.12          --        Employment Agreement dated June 17, 1996, by and 
                              between the Company and Mark L. Roden
     23.1           --        Consent of Simonton, Kutac & Barnidge, L.L.P.
     23.2           --        Consent of Looper, Reed, Mark & McGraw Incorporated
                              (included in its opinion filed as Exhibit 5.1)
     24.1           --        Power of Attorney (included at page II-4 hereof)
  ------------------
  
      *    Incorporated in this Registration Statement by reference to the
  exhibits as filed as exhibits 4.1 and 10.7, respectively, in the Registrant's
  Registration Statement on Form S-4, as amended (File Number 333-07069), which
  was declared effective by the Commission on January 7, 1997.