<PAGE>

As filed with the Securities and Exchange Commission on March 7,
1996

                                      Registration No. 33-_________
                                                                  
===================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                        -----------------------
                                   
                               FORM S-8
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        -----------------------
                                   
                      SA TELECOMMUNICATIONS, INC.
        (Exact name of Registrant as specified in its charter)

          Delaware                              75-2258519
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)              Identification No.)

   1600 Promenade Center, Suite 1510
           Richardson, Texas                      75080
(Address of Principal Executive Offices)        (Zip Code)

                        -----------------------

SA HOLDINGS, INC. 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                       (Full title of the plan)

     LYNN H. JOHNSON, ESQ.                         Copy to:
Vice President & General Counsel            MARK S. SOLOMON, ESQ.
  SA TELECOMMUNICATIONS, INC.                  Arter & Hadden
1600 Promenade Center, Suite 1510         1717 Main St., Suite 4100
    Richardson, Texas  75080              Dallas, Texas  75201-4605
         (214) 690-5888                         (214) 761-2100
  (Name, address and telephone
  number, including area code,
      of agent for service)

                        -----------------------


<TABLE>
                                             CALCULATION OF REGISTRATION FEE
========================================================================================================================
<CAPTION>
                                                  Proposed Maximum         Proposed Maximum
Title of Securities to        Amount to be        Offering Price           Aggregate                Amount of
be Registered                 Registered(1)       Per Share                Offering Price(2)        Registration Fee
----------------------        -------------       ----------------         -----------------        -----------------
<S>                           <C>                      <C>                 <C>                      <C>
Common Stock                  1,000,000 Shares         (2)                 $2,441,719               $842
($.0001 par value)
=========================================================================================================================
<FN>
      (1)  The securities to be registered represent shares of
Common Stock issued or reserved for issuance under the SA Holdings,
Inc. 1994 Non-Employee Director Stock Option Plan (the "Plan"). 
Pursuant to Rule 416, shares of Common Stock of the Company
issuable pursuant to the exercise of options granted or to be
granted under the Plan in order to prevent dilution resulting from
any future stock split, stock dividend or similar transaction are
also being registered hereunder.

      (2)  Estimated pursuant to Rule 457(h) solely for the purpose
of calculating the registration fee as follows:  (i) the maximum
proposed offering price at which outstanding options under the Plan
(157,500 shares of Common Stock) may be exercised is $388,125
and (ii) the maximum proposed offering price at which unissued
options may be exercised under the Plan (842,500 shares of Common
Stock) is $2,053,594 calculated on the basis of the closing
sale price per share of Common Stock on the Nasdaq Stock
Market's Small Cap Market on March 4, 1996 ($2.4375), in
accordance with Rule 457(c).  
</FN>
</TABLE>

<PAGE>

                                PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.*

Item 2.    Registrant Information and Employee Plan Annual
           Information.*


*     Information required by Part I to be contained in the Section
      10(a) Prospectus is omitted from the Registration Statement in
      accordance with Rule 428 under the Securities Act of 1933, as
      amended (the "Securities Act"), and the Note to part I of
      Form S-8.


                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     SA Telecommunications, Inc. f/k/a SA Holdings, Inc. (the
"Registrant" or the "Company") hereby incorporates by reference in
this Registration Statement the following documents previously
filed or to be filed with the Securities and Exchange Commission
(the "Commission"):

     (1)  the Company's Annual Report on Form 10-KSB filed with the
          Commission for the fiscal year ended December 31, 1994;

     (2)  the Company's Quarterly Reports filed with the Commission
          on Form 10-QSB for the quarters ended March 31, 1995 (and
          amended on Form 10-QSB/A as filed with the Commission on
          December 12, 1995), June 30, 1995 (as amended on Form 10-
          QSB/A as filed with the Commission on December 12, 1995)
          and September 30, 1995;

     (3)  the Company's Current Reports on Form 8-K (i) dated July
          31, 1995 and filed with the Commission on August 15, 1995
          (and amended on Form 8-K/A as filed with the Commission
          on October 13, 1995 and on Form 8-K/A-2 as filed with the
          Commission on December 12, 1995), (ii) dated October
          6, 1995 and filed with the Commission on October 11,
          1995 and (iii) the Company's Form 8-K/A-2 as filed with
          the Commission on December 11, 1995, which is the
          Company's second amendment to the Company's Form 8-K
          dated May 12, 1994;

     (4)  the description of the Company's common stock, par value
          $.0001 per share (the "Common Stock"), contained in Item
          1 of the Company's Registration Statement on Form 8-A
          dated October 19, 1989 and filed with the Commission
          under the Exchange Act, including any amendment or report
          filed for the purpose of updating such description; and

     (5)  all documents filed by the Company with the Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act subsequent to the date of this Registration
          Statement shall be deemed to be incorporated herein by
          reference and to be a part hereof from the date of filing
          of such documents until such time as there shall have
          been filed a post-effective amendment that indicates that
          all securities offered under the Registration Statement
          have been sold or that deregisters all securities
          remaining unsold at the time of such amendment.

<PAGE>
      Any statement contained herein or 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 the statement contained herein or in
any subsequently filed document that also is or is deemed to be
incorporated by reference herein, or in any document forming any
part of the Section 10(a) Prospectus to be delivered to
participants in connection with, 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.

      Section 145 of the Delaware General Corporation Law 
(the "DGCL") provides broad authority for indemnification of
officers and directors.  Article 10 of the Company's Certificate of
Incorporation, as amended, provides for indemnification of officers
and directors to the fullest extent permitted by the DGCL.  
Article V of the Company's Bylaws contains provisions requiring the
indemnification of the Company's directors and officers upon and
pursuant to terms specified therein and under applicable provisions
of the DGCL.  The Company believes that these provisions are
necessary to abstract and retain qualified persons as directors and
officers.

<PAGE>

      The Registrant does not maintain directors' and officers'
liability insurance.

      The foregoing summaries are necessarily subject to the
complete text of the statute, Certificate of Incorporation and
Bylaws of the Company referred to above and are qualified in their
entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      (a)  Exhibits.

      Exhibit         Description

       4.1            SA Holdings, Inc. 1994 Non-Employee Directors
                      Stock Option Plan (the "Plan") (filed
                      herewith)

       4.2            Form of Stock Option Agreement relating to
                      options granted under the Plan (filed
                      herewith)

       5.1            Opinion of Arter & Hadden regarding legality
                      of securities being registered (filed
                      herewith)

      23.1            Consent of Arter & Hadden (included in their
                      opinion filed as Exhibit 5.1) (filed
                      herewith)

      23.2            Consent of Price Waterhouse LLP (filed
                      herewith)

      23.3            Consent of King, Burns & Company, P.C.
                      (filed herewith)

      23.4            Cosent of Duff and Anderson, P.C. (filed
                      herewith)

      23.5            Consent of Samson, Robbins & Associates,
                      P.L.L.C. (filed herewith)

Item 9.  Undertakings.

      (a)   Rule 415 Offering.  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 (A) to include any prospectus required
      by Section 10(a)(3) of the Securities Act of 1933, as amended
      (the "Securities Act"); (B) 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,
      represents a fundamental change in the information set forth
      in the registration statement; and (C) 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;

<PAGE>

      provided, however, that paragraphs (a)(1)(A) and
      (a)(1)(B) 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 Section 13 of Section 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; and

            (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)   Filings Incorporating Subsequent Exchange Act Documents
by Reference.  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 section 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.

      (h)   Filing of Registration Statement on Form S-8.  Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, 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 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 of 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 II-4 Intentionally Left Blank]

<PAGE>

                              SIGNATURES

      The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that
it has reasonable grounds to believe that it meets all 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 Plano,
Texas, on March 4, 1996:

                        SA TELECOMMUNICATIONS, INC.


                        By:     /s/ Jack W. Matz. Jr.
                                Jack W. Matz, Jr.
                                Chairman of the Board and
                                Chief Executive Officer


                           POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Jack W. Matz, Jr.
and Lynn Johnson, Esq., and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and
re-substitution, 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 all documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
with full power and authority to do and to perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, or their 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,
as amended, this Registration Statement has been signed by the
following persons and in the capacities indicated on March 4,
1996:

Signature                       Title


/s/ Jack W. Matz, Jr.           Chairman, Chief Executive
Jack W. Matz, Jr.               Officer and Director
                                (Principal Executive Officer)


/s/ Paul R. Miller              President, Chief Operating
Paul R. Miller                  Officer and Director


/s/ J. David Darnell            Chief Financial Officer, Vice
J. David Darnell                President-Finance and
                                Director (Principal Financial and
                                Accounting Officer)


/s/ John Q. Ebert               Director
John Q. Ebert


/s/ Igor I. Mamatov             Director
Igor I. Mamatov


/s/ Dean A. Thomas              Director
Dean A. Thomas


/s/ Barry J. Williams, M.D.     Director
Barry J. Williams, M.D.


/s/ Pete W. Smith               Director
Pete W. Smith


/s/ Thomas L. Cunningham        Director
Thomas L. Cunningham


/s/ John H. Nugent              Director
John H. Nugent


_____________________________   Director
Howard F. Curd


/s/ Terry R. Houston            Vice President-Telecom
Terry R. Houston                Acquisitions and Director

<PAGE>

                           INDEX TO EXHIBITS


      Exhibit         Description

       4.1            SA Holdings, Inc. 1994 Non-Employee Directors
                      Stock Option Plan (the "Plan") (filed
                      herewith)

       4.2            Form of Stock Option Agreement relating to
                      options granted under the Plan (filed
                      herewith)

       5.1            Opinion of Arter & Hadden regarding legality
                      of securities being registered (filed
                      herewith)

      23.1            Consent of Arter & Hadden (included in their
                      opinion filed as Exhibit 5.1) (filed
                      herewith)

      23.2            Consent of Price Waterhouse LLP (filed
                      herewith)

      23.3            Consent of King, Burns & Company, P.C.
                      (filed herewith)

      23.4            Cosent of Duff and Anderson, P.C. (filed
                      herewith)

      23.5            Consent of Samson, Robbins & Associates,
                      P.L.L.C. (filed herewith)