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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                  FORM 10-Q/A
 
                               ----------------
 
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
   EXCHANGE ACT OF 1934
 
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
 
                                      OR
 
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
   1934
 
                   FOR THE TRANSITION PERIOD FROM     TO
                         COMMISSION FILE NUMBER 1-14322
 
                          EXCEL COMMUNICATIONS, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
              DELAWARE                                 75-2624939
   (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)
 
 
   8750 NORTH CENTRAL EXPRESSWAY,                         75231
      DALLAS, TEXAS SUITE 2000                         (ZIP CODE)
   (ADDRESS OF PRINCIPAL EXECUTIVE
              OFFICES)
 
                                (214) 863-8000
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
                               ----------------
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes  [X]  No  [_]
 
  As of April 30, 1997, the registrant had outstanding 108,751,566 shares of
$.001 par value common stock.

                               AMENDMENT NO. 1

  The undersigned registrant hereby files this Amendment No. 1 for the purpose
of refiling Exhibit 10.1.

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                          PART II. OTHER INFORMATION
  
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
  (a) Exhibits: The exhibits filed as part of this report are set forth in the
Index of Exhibits on page 15 of this report.
 
  (b) Reports on Form 8-K:
 
    (1) Current report on Form 8-K dated April 3, 1997 regarding the
  announcement of the change in accounting practice to fully expense customer
  acquisition costs.
 
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                                  SIGNATURES
 
  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
 
                                          EXCEL COMMUNICATIONS, INC.
 
Date: October 6, 1997                              /s/ John J. McLaine
                                          -------------------------------------
                                                     John J. McLaine
                                                Executive Vice President,
                                                 Chief Financial Officer
                                                      and Secretary
 
Date: October 6, 1997                              /s/ Craig E. Holmes
                                          -------------------------------------
                                                     Craig E. Holmes
                                                   Vice President and
                                                Chief Accounting Officer
 
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                                 EXHIBIT INDEX
 
  The following exhibits are included in this Quarterly Report on Form 10-Q:
 
<TABLE>
<CAPTION>
 EXHIBIT NUMBER                       EXHIBIT DESCRIPTION
 --------------                       -------------------
 <C>            <S>
   3.1          Certificate of Incorporation of the Company dated December 19,
                1995, as amended January 11, 1996 (incorporated herein by
                reference to Exhibit 3.1 to the Company's Registration
                Statement on Form S-1 (File No. 333-1076))
   3.2          Bylaws of the Company (incorporated herein by reference to
                Exhibit 3.2 to the Company's Registration Statement on Form S-1
                (File No. 333-1076))
   4.1          Specimen Certificate for Common Stock of the Company
                (incorporated herein by reference to Exhibit 3.1 to the
                Company's Registration Statement on Form S-1 (File No. 333-
                1076))
  10.1          General Agreement between EXCEL Switch Facility, Inc. and
                Lucent Technologies Inc., dated January 27, 1997, including
                addenda, exhibits, and attachments.*
    11          Computation of Net Income (Loss) per Share.+
    27          Financial Data Schedule as of March 31, 1997.+
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* Confidential treatment requested. A series of ***'s have been inserted in
 this exhibit to indicate redactions in such exhibit for which confidential
 treatment has been requested. The redacted portions of this agreement have
 been separately filed with the Secretary of the Commission.

+ Previously filed with and incorporated by reference to the exhibit of the same
 number to the Company's Quarterly Report on Form 10-Q filed May 7, 1997. 

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