content: <PAGE>   1
        As filed with the Securities and Exchange Commission on May 2, 1997.
                                                 Registration No. 333-____________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                           ATC COMMUNICATIONS GROUP, INC.
  
               (Exact name of registrant as specified in its charter)
  
  
  
                 DELAWARE                                        75-2050538     
      -------------------------------                        ------------------
      (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)
     
  
  
                          5950 BERKSHIRE LANE, SUITE 1650
                                DALLAS, TEXAS 75225
                                   (214) 361-9870
  
         (Address, including zip code, and telephone number, including area
                 code, of Registrant's principal executive offices)
  
                            -------------------------
  
                           ATC COMMUNICATIONS GROUP, INC.
                    1996 STOCK OPTION AND RESTRICTED STOCK PLAN
  
                                        AND
  
                           ATC COMMUNICATIONS GROUP, INC.
                          1996 STOCK EXCHANGE RIGHTS PLAN
  
                             (Full titles of the Plans)
  
                            -------------------------
  
                                   ARTHUR CHAVOYA
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           ATC COMMUNICATIONS GROUP, INC.
                          5950 BERKSHIRE LANE, SUITE 1650
                                DALLAS, TEXAS 75225
                                   (214) 361-9870
  
           (Name, address, and telephone number, including area code,
                              of agent for service)
  
                            -------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------------------------
                       TITLE OF EACH             AMOUNT           PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
                    CLASS OF SECURITIES          TO BE             OFFERING PRICE           AGGREGATE            REGISTRATION
                     TO BE REGISTERED         REGISTERED(1)          PER SHARE(2)        OFFERING PRICE(2)           FEE(2)
  ------------------------------------------------------------------------------------------------------------------------------
                      <S>                      <C>                 <C>                     <C>                     <C>
                       Common Stock,
                      $.01 par value           2,518,000           $3.25-$16.1875          $15,946,000             $4,832.12
  ------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) 2,000,000 shares are being registered under the ATC Communications Group,
      Inc. 1996 Stock Option and Restricted Stock Plan, and 518,000 shares are
      being registered under the ATC Communications Group, Inc. 1996 Stock
      Exchange Rights Plan.  Pursuant to Rule 416 under the Securities Act of
      1933, as amended, this registration statement also covers an indeterminate
      additional amount of shares of Common Stock to be offered or sold pursuant
      to the antidilution provisions of the plans.
  
  (2) Calculated based on 600,000 options issued under the Company's 1996 Stock
      Option and Restricted Stock Plan at $16.1875 per share, and the remaining
      1,918,000 shares of ATC Communications Group, Inc. common stock at a price
      per share calculated on the basis of the closing sales price per share of
      ATC Communications Group, Inc., as reported on NASDAQ on April 28, 1997,
      all in accordance with Rule 457(h) promulgated under the Securities Act of
      1933, as amended.
  <PAGE>   2
  
  
  
                                       PART I
  
           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.   PLAN INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents, which have been previously filed with the
  Securities and Exchange Commission (the "Commission") by ATC Communications
  Group, Inc. (the "Company"), are incorporated by reference in this Registration
  Statement:
  
           (a)     Annual Report on Form 10-K for the year ended June 30, 1996,
  as amended by the Company's Annual Report on Form 10-KA, which contains audited
  financial statements of the Company for the fiscal year ended June 30, 1996
  (the "1995 Form 10-K").
  
           (b)     All reports filed by the Company pursuant to Sections 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since June 30, 1996.
  
           (c)     The description of the Company's common stock, par value $.01
  per share (the "Common Stock"), contained in the Company's registration
  statement on Form 8-A, dated November 1985, including any amendment or report
  filed for the purpose of updating such description.
  
           All documents subsequently filed by the Company 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 indicate that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents.
  
  
  
  
                                      Page 2
  <PAGE>   3
  
  
  
           Any statement contained in a document incorporated or deemed to be
  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 or in any other subsequently filed document which also is
  incorporated or deemed to be 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.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Certificate of Incorporation provides that the Company
  shall indemnify any director, officer or employee, or former director, officer
  or employee, of the Company, against expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement to the fullest extent permitted
  by Section 145 of the Delaware General Corporation Law (the "DGCL").  DGCL
  Section 145 provides, among other things, that the Company may indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the Company) by reason of the fact that he is or
  was a director, officer, agent or employee of the Company or who serves or
  served at the Company's request as a director, officer, agent, employee,
  partner or trustee of another corporation or of a partnership, joint venture,
  trust or other enterprise, against expenses, including attorneys' fees,
  judgments, fines and amounts paid in settlement actually and reasonably
  incurred in connection with such action, suit or proceeding.  The power to
  indemnify applies (a) if such person is successful on the merits or otherwise
  in defense of any action, suit or proceeding, or (b) if such person acted in
  good faith and in a manner he reasonably believed to be in the best interest,
  or not opposed to the best interest, of the Company or corporation and with
  respect to any criminal action or proceeding, had no reasonable cause to
  believe his conduct was unlawful.  The power to indemnify applies to actions
  brought by or in the right of the corporation as well, but only to the extent
  of defense expenses (including attorneys' fees but excluding amounts paid in
  settlement) actually and reasonably incurred and not to any satisfaction of a
  judgment or settlement of the claim itself, and with the further limitation
  that in such actions no indemnification shall be made in the event of any
  adjudication of negligence or misconduct in the performance of his duties to
  the Company, unless the court believes that in light of all the circumstances
  indemnification should apply.
  
           The Company's Bylaws further provide that a determination of the
  minimum standard required for indemnification may be made by either (a) a
  majority of the directors of the Company (whether or not a quorum) who were not
  parties to the action, (b) independent legal counsel in a written opinion, or
  (c) the Company's stockholders.  The Company may advance expenses to the
  
  
  
                                      Page 3
  <PAGE>   4
  
  
  
  potential indemnitee only if the Company's Board of Directors so authorizes and
  if the potential indemnitee undertakes in writing to repay the expenses if it
  is subsequently determined that he is not entitled to indemnification.  The
  indemnification provisions contained in the Company's Certificate of
  Incorporation and Bylaws are not exclusive of any other rights to which a
  person may be entitled by law, agreement, vote of stockholders or disinterested
  directors or otherwise.
  
           Insofar as indemnification by the Company for liabilities arising
  under the Securities Act of 1933, as amended (the "Securities Act"), may be
  permitted to directors, officers or persons controlling the Company pursuant to
  the foregoing provisions, the Company has been informed that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is therefore unenforceable.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.   EXHIBITS.
  
           The Exhibits to this Registration Statement are listed in the Index to
  Exhibits of this Registration Statement, which Index is incorporated herein by
  reference.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)     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;
  
                         (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 (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
           by the registrant pursuant to Section 13 or Section 15(d) of the
           Exchange Act that are incorporated by reference in the Registration
           Statement.
  
  
  
  
                                      Page 4
  <PAGE>   5
  
  
  
                   (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 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 undersigned registrant hereby undertakes that for purposes
  of determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or 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 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.
  
           (c)     Insofar as indemnification by the registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the provisions described in
  Item 6, or otherwise, the registrant 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 by the registrant against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant 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
  registrant 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.
  
                    [Remainder of page intentionally left blank]
  
  
  
  
                                      Page 5
  <PAGE>   6
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 or amendment thereto to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Dallas, State of Texas, on April 30,
  1997.
  
  
  
                                        ATC COMMUNICATIONS GROUP, INC.
                                        
                                        
                                        By: /s/ Arthur Chavoya                    
                                            --------------------------------------
                                              Arthur Chavoya, President, Chief
                                              Executive Officer and Director
                                        
                                        
                                        By: /s/ Matthew S. Waller            
                                            --------------------------------------
                                              Matthew S. Waller
                                              Chief Financial Officer
                                        
  
  
  
                                      Page 6
  <PAGE>   7
  
  
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints Arthur Chavoya and Michael G. Santry, his true and lawful
  attorney-in-fact and agent with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign
  any and all amendments (including post-effective amendments) to this
  Registration Statement, and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and hereby grants to such attorney-in-fact and agent full power and
  authority to do and perform each and every act and thing requisite and
  necessary to be done, as fully to all intents and purposes as he might or could
  do in person, hereby ratifying and confirming all that said attorney-in-fact
  and agent or his substitute or substitutes may lawfully do or cause to be done
  by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement or amendment thereto has been signed by the following
  persons in the capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
         Signature                                               Date
         ---------                                               ----
  <S>                                                      <C>
  /s/ Arthur Chavoya                                       April 30, 1997
  -----------------------------------                                    
  Arthur Chavoya                                          
  President, Chief Executive Officer and Director         
                                                          
                                                          
  /s/ Michael G. Santry                                    April 30, 1997
  -----------------------------------                                    
  Michael G. Santry                                       
  Director                                                
                                                          
                                                          
  /s/ Jerry L. Sims, Jr.                                   April 30, 1997
  -------------------------------------                                  
  Jerry L. Sims, Jr.                                      
  Controller and Secretary                                
                                                          
                                                          
  /s/ Patrick V. Stark                                     April 30, 1997
  -----------------------------------                                    
  Patrick V. Stark                                        
  Director                                                
                                                          
                                                          
  / /s/ J. Michael Allred                                  April 30, 1997
  -------------------------------------                                  
  J. Michael Allred                                       
  Director                                                
                                                          
                                                          
  /s/ J. Frank Mermoud                                     April 30, 1997
  ----------------------------------                                     
  J. Frank Mermoud                                        
  Director                                                
                                                          
                                                          
  /s/ Darryl Pounds                                        April 30, 1997
  ------------------------------------                                   
  Darryl Pounds                                           
  Director                                                
                                                          
                                                          
  /s/ David Malcolm                                        April 30, 1997
  -----------------------------------                                    
  David Malcolm                                           
  Director
  </TABLE>
                        
                        
                        
                        
                        
                        
                        
                        
                                      Page 7
  <PAGE>   8
  
  
  
                                 INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
  Exhibit Number                       Exhibit
  --------------------------------------------------------------------------------
  <S>                 <C>
      4.1             ATC Communications Group, Inc. 1996 Stock Option and 
                      Restricted Stock Plan
      
      4.2             Form of ATC Communications Group, Inc. Stock Option 
                      Agreement
      
      4.3             Form of ATC Communications Group, Inc. Restricted Stock 
                      Agreement
      
      4.4*            ATC Communications Group, Inc. 1996 Stock Exchange Rights 
                      Plan
      
      4.5*            Form of ATC Communications Group, Inc. Exchange Rights 
                      Agreement
      
      5.1*            Opinion of Hughes & Luce, L.L.P.
      
      23.1*           Consent of Hughes & Luce, L.L.P. (Contained in Exhibit 5.1)
      
      23.2*           Consent of Price Waterhouse LLP
      
      24.1*           Power of Attorney (Contained at pp. 7-8)
  </TABLE>
  
  *        Filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21862}]
metadata_filer: {"company-data": {"conformed-name": "ATC COMMUNICATIONS GROUP INC", "cik": "0000778426", "assigned-sic": "7389", "irs-number": "752050538", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26451", "film-number": "97594870"}, "business-address": {"street1": "8150 N CENTRAL EXPWY STE 795", "city": "DALLAS", "state": "TX", "zip": "75206", "phone": "2143738662"}, "former-company": [{"former-conformed-name": "NRP INC", "date-changed": "19920703"}, {"former-conformed-name": "NATIONAL REFERENCE PUBLISHING INC", "date-changed": "19880726"}, {"former-conformed-name": "KENNETH RESOURCES INC", "date-changed": "19860504"}]}
text: 1
        As filed with the Securities and Exchange Commission on May 2, 1997.
                                                 Registration No. 333-____________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                           ATC COMMUNICATIONS GROUP, INC.
  
               (Exact name of registrant as specified in its charter)
  
                 DELAWARE                                        75-2050538     
      -------------------------------                        ------------------
      (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)
     
  
                          5950 BERKSHIRE LANE, SUITE 1650
                                DALLAS, TEXAS 75225
                                   (214) 361-9870
  
         (Address, including zip code, and telephone number, including area
                 code, of Registrant's principal executive offices)
  
                            -------------------------
  
                           ATC COMMUNICATIONS GROUP, INC.
                    1996 STOCK OPTION AND RESTRICTED STOCK PLAN
  
                                        AND
  
                           ATC COMMUNICATIONS GROUP, INC.
                          1996 STOCK EXCHANGE RIGHTS PLAN
  
                             (Full titles of the Plans)
  
                            -------------------------
  
                                   ARTHUR CHAVOYA
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           ATC COMMUNICATIONS GROUP, INC.
                          5950 BERKSHIRE LANE, SUITE 1650
                                DALLAS, TEXAS 75225
                                   (214) 361-9870
  
           (Name, address, and telephone number, including area code,
                              of agent for service)
  
                            -------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------
                       TITLE OF EACH             AMOUNT           PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
                    CLASS OF SECURITIES          TO BE             OFFERING PRICE           AGGREGATE            REGISTRATION
                     TO BE REGISTERED         REGISTERED(1)          PER SHARE(2)        OFFERING PRICE(2)           FEE(2)
  ------------------------------------------------------------------------------------------------------------------------------
  Common Stock,
                      $.01 par value           2,518,000           $3.25-$16.1875          $15,946,000             $4,832.12
  ------------------------------------------------------------------------------------------------------------------------------
  (1) 2,000,000 shares are being registered under the ATC Communications Group,
      Inc. 1996 Stock Option and Restricted Stock Plan, and 518,000 shares are
      being registered under the ATC Communications Group, Inc. 1996 Stock
      Exchange Rights Plan.  Pursuant to Rule 416 under the Securities Act of
      1933, as amended, this registration statement also covers an indeterminate
      additional amount of shares of Common Stock to be offered or sold pursuant
      to the antidilution provisions of the plans.
  
  (2) Calculated based on 600,000 options issued under the Company's 1996 Stock
      Option and Restricted Stock Plan at $16.1875 per share, and the remaining
      1,918,000 shares of ATC Communications Group, Inc. common stock at a price
      per share calculated on the basis of the closing sales price per share of
      ATC Communications Group, Inc., as reported on NASDAQ on April 28, 1997,
      all in accordance with Rule 457(h) promulgated under the Securities Act of
      1933, as amended.
  2
  
                                       PART I
  
           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.   PLAN INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents, which have been previously filed with the
  Securities and Exchange Commission (the "Commission") by ATC Communications
  Group, Inc. (the "Company"), are incorporated by reference in this Registration
  Statement:
  
           (a)     Annual Report on Form 10-K for the year ended June 30, 1996,
  as amended by the Company's Annual Report on Form 10-KA, which contains audited
  financial statements of the Company for the fiscal year ended June 30, 1996
  (the "1995 Form 10-K").
  
           (b)     All reports filed by the Company pursuant to Sections 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since June 30, 1996.
  
           (c)     The description of the Company's common stock, par value $.01
  per share (the "Common Stock"), contained in the Company's registration
  statement on Form 8-A, dated November 1985, including any amendment or report
  filed for the purpose of updating such description.
  
           All documents subsequently filed by the Company 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 indicate that
  all of the shares of Common Stock offered have been sold or which deregisters
  all of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents.
  
                                      Page 2
  3
  
           Any statement contained in a document incorporated or deemed to be
  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 or in any other subsequently filed document which also is
  incorporated or deemed to be 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.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Certificate of Incorporation provides that the Company
  shall indemnify any director, officer or employee, or former director, officer
  or employee, of the Company, against expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement to the fullest extent permitted
  by Section 145 of the Delaware General Corporation Law (the "DGCL").  DGCL
  Section 145 provides, among other things, that the Company may indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the Company) by reason of the fact that he is or
  was a director, officer, agent or employee of the Company or who serves or
  served at the Company's request as a director, officer, agent, employee,
  partner or trustee of another corporation or of a partnership, joint venture,
  trust or other enterprise, against expenses, including attorneys' fees,
  judgments, fines and amounts paid in settlement actually and reasonably
  incurred in connection with such action, suit or proceeding.  The power to
  indemnify applies (a) if such person is successful on the merits or otherwise
  in defense of any action, suit or proceeding, or (b) if such person acted in
  good faith and in a manner he reasonably believed to be in the best interest,
  or not opposed to the best interest, of the Company or corporation and with
  respect to any criminal action or proceeding, had no reasonable cause to
  believe his conduct was unlawful.  The power to indemnify applies to actions
  brought by or in the right of the corporation as well, but only to the extent
  of defense expenses (including attorneys' fees but excluding amounts paid in
  settlement) actually and reasonably incurred and not to any satisfaction of a
  judgment or settlement of the claim itself, and with the further limitation
  that in such actions no indemnification shall be made in the event of any
  adjudication of negligence or misconduct in the performance of his duties to
  the Company, unless the court believes that in light of all the circumstances
  indemnification should apply.
  
           The Company's Bylaws further provide that a determination of the
  minimum standard required for indemnification may be made by either (a) a
  majority of the directors of the Company (whether or not a quorum) who were not
  parties to the action, (b) independent legal counsel in a written opinion, or
  (c) the Company's stockholders.  The Company may advance expenses to the
  
                                      Page 3
  4
  
  potential indemnitee only if the Company's Board of Directors so authorizes and
  if the potential indemnitee undertakes in writing to repay the expenses if it
  is subsequently determined that he is not entitled to indemnification.  The
  indemnification provisions contained in the Company's Certificate of
  Incorporation and Bylaws are not exclusive of any other rights to which a
  person may be entitled by law, agreement, vote of stockholders or disinterested
  directors or otherwise.
  
           Insofar as indemnification by the Company for liabilities arising
  under the Securities Act of 1933, as amended (the "Securities Act"), may be
  permitted to directors, officers or persons controlling the Company pursuant to
  the foregoing provisions, the Company has been informed that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is therefore unenforceable.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.   EXHIBITS.
  
           The Exhibits to this Registration Statement are listed in the Index to
  Exhibits of this Registration Statement, which Index is incorporated herein by
  reference.
  
  ITEM 9.   UNDERTAKINGS.
  
           (a)     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;
  
                         (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 (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
           by the registrant pursuant to Section 13 or Section 15(d) of the
           Exchange Act that are incorporated by reference in the Registration
           Statement.
  
                                      Page 4
  5
  
                   (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 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 undersigned registrant hereby undertakes that for purposes
  of determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or 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 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.
  
           (c)     Insofar as indemnification by the registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the provisions described in
  Item 6, or otherwise, the registrant 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 by the registrant against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant 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
  registrant 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.
  
                    [Remainder of page intentionally left blank]
  
                                      Page 5
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 or amendment thereto to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Dallas, State of Texas, on April 30,
  1997.
  
                                        ATC COMMUNICATIONS GROUP, INC.
                                        
                                        
                                        By: /s/ Arthur Chavoya                    
                                            --------------------------------------
                                              Arthur Chavoya, President, Chief
                                              Executive Officer and Director
                                        
                                        
                                        By: /s/ Matthew S. Waller            
                                            --------------------------------------
                                              Matthew S. Waller
                                              Chief Financial Officer
                                        
  
                                      Page 6
  7
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints Arthur Chavoya and Michael G. Santry, his true and lawful
  attorney-in-fact and agent with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign
  any and all amendments (including post-effective amendments) to this
  Registration Statement, and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and hereby grants to such attorney-in-fact and agent full power and
  authority to do and perform each and every act and thing requisite and
  necessary to be done, as fully to all intents and purposes as he might or could
  do in person, hereby ratifying and confirming all that said attorney-in-fact
  and agent or his substitute or substitutes may lawfully do or cause to be done
  by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement or amendment thereto has been signed by the following
  persons in the capacities and on the dates indicated:
  Signature                                               Date
         ---------                                               ----
  /s/ Arthur Chavoya                                       April 30, 1997
  -----------------------------------                                    
  Arthur Chavoya                                          
  President, Chief Executive Officer and Director         
                                                          
                                                          
  /s/ Michael G. Santry                                    April 30, 1997
  -----------------------------------                                    
  Michael G. Santry                                       
  Director                                                
                                                          
                                                          
  /s/ Jerry L. Sims, Jr.                                   April 30, 1997
  -------------------------------------                                  
  Jerry L. Sims, Jr.                                      
  Controller and Secretary                                
                                                          
                                                          
  /s/ Patrick V. Stark                                     April 30, 1997
  -----------------------------------                                    
  Patrick V. Stark                                        
  Director                                                
                                                          
                                                          
  / /s/ J. Michael Allred                                  April 30, 1997
  -------------------------------------                                  
  J. Michael Allred                                       
  Director                                                
                                                          
                                                          
  /s/ J. Frank Mermoud                                     April 30, 1997
  ----------------------------------                                     
  J. Frank Mermoud                                        
  Director                                                
                                                          
                                                          
  /s/ Darryl Pounds                                        April 30, 1997
  ------------------------------------                                   
  Darryl Pounds                                           
  Director                                                
                                                          
                                                          
  /s/ David Malcolm                                        April 30, 1997
  -----------------------------------                                    
  David Malcolm                                           
  Director
  Page 7
  8
  
                                 INDEX TO EXHIBITS
  Exhibit Number                       Exhibit
  --------------------------------------------------------------------------------
  4.1             ATC Communications Group, Inc. 1996 Stock Option and 
                      Restricted Stock Plan
      
      4.2             Form of ATC Communications Group, Inc. Stock Option 
                      Agreement
      
      4.3             Form of ATC Communications Group, Inc. Restricted Stock 
                      Agreement
      
      4.4*            ATC Communications Group, Inc. 1996 Stock Exchange Rights 
                      Plan
      
      4.5*            Form of ATC Communications Group, Inc. Exchange Rights 
                      Agreement
      
      5.1*            Opinion of Hughes & Luce, L.L.P.
      
      23.1*           Consent of Hughes & Luce, L.L.P. (Contained in Exhibit 5.1)
      
      23.2*           Consent of Price Waterhouse LLP
      
      24.1*           Power of Attorney (Contained at pp. 7-8)
  *        Filed herewith