SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-K/A

(Mark One)


/X/   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  
      EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 1996
                          ------------------


/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _______ to _______

                         Commission file number 1-12866
                                                -------

                          GST TELECOMMUNICATIONS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                Canada                                     N/A
-------------------------------------    ---------------------------------------
     (State or other jurisdiction of           (IRS Employer Identification
     incorporation or organization)                       Number)



              4317 N.E. Thurston Way, Vancouver, Washington 98662
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)         (Zip Code)

       Registrant's telephone number, including area code: (360) 254-4700

           Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of Each Exchange
       Title of Each Class                         on Which Registered
       -------------------                         -------------------

Common Shares, without par value                  American Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:

                                      None

                  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



<PAGE>


(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   
                                                                  ---       ---

                  Indicate  by check mark if  disclosure  of  delinquent  filers
pursuant to Item 405 of Regulation S-K is not contained herein,  and will not be
contained,  to the best of the  Registrant's  knowledge,  in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.

                  The  aggregate  market  value  at  December  27,  1996  of the
Registrant's  Common Shares,  without par value (based upon the closing price of
$8 5/16 per  share of such  Shares  on the  American  Stock  Exchange),  held by
non-affiliates of the Registrant was approximately $158,925,416.  Solely for the
purposes of this  calculation,  shares  held by  directors  and  officers of the
Registrant  have  been  excluded.   Such  exclusion   should  not  be  deemed  a
determination  or an admission by the Registrant that such  individuals  are, in
fact, affiliates of the Registrant.

                  Indicate  the  number  of  shares  outstanding  of each of the
issuer's classes of common stock, as of the latest practicable date: At December
20, 1996, there were outstanding  22,045,638 of the Registrant's  Common Shares,
without par value.




<PAGE>


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
          AND REPORTS ON FORM 8-K.

(a)(1)   Consolidated  Financial  Statements:  see  the  Index  to  Consolidated
         Financial Statements.
   (2)   Financial Statement Schedules:  see the Index to Consolidated Financial
         Statements.
   (3)   Exhibits:
   3(a)  Certificate of Incorporation of the Company, as amended to date.
   3(b)  By-Laws of the Company as amended to date.
   4(a)  Senior Notes  Indenture dated as of December 19, 1995, by and among GST
         USA,  Inc.,  the Company and United  States Trust  Company of New York,
         incorporated by reference to Exhibit 2.3 to the Company's Form 20-F for
         the fiscal year ended September 30, 1995 (the "1995 Form 20-F").
   4(b)  Convertible Notes Indenture dated as of December 19, 1995, by and among
         the Company, GST USA, Inc. and United States Trust Company of New York,
         incorporated by reference to Exhibit 2.4 to the 1995 Form 20-F.
  10(a)   1995 Stock Option Plan of the Company, as amended to date.
  10(b)   1996 Stock Option Plan of the Company, as amended to date.
  10(c)   1996 Employee Stock Purchase Plan of the Company.
  10(d)   1996 Senior Executive Officer Stock Option Plan of the Company.
  10(e)   1996 Senior Operating Officer Stock Option Plan of the Company.
  10(f)  Amended and Restated  Credit  Agreement  dated as of April 26, 1995, by
         and  between  GST  Pacific  Lightwave,  Inc.  and Tomen  America  Inc.,
         incorporated by reference to Exhibit 1.2 to the 1995 Form 20-F
  10(g)  Stock  Purchase  Agreement  dated as of May 1, 1995, by and between GST
         Net,  Inc. and Stanley M. Nolte,  incorporated  by reference to Exhibit
         2.1 to the 1995 Form 20-F
  10(h)  Senior Notes Registration  Rights Agreement dated December 19, 1995, by
         and among GST USA, Inc., the Company, the Specified  Subsidiaries named
         therein  and  Morgan  Stanley  &  Co.  Incorporated,   incorporated  by
         reference to Exhibit 2.5 to the 1995 Form 20-F
  10(i)  Convertible  Notes  Registration  Rights  Agreement  dated December 19,
         1995,  by  and  among  GST  USA,  Inc.,  the  Company,   the  Specified
         Subsidiaries  named  therein  and  Morgan  Stanley & Co.  Incorporated,
         incorporated by reference to Exhibit 2.6 to the 1995 Form 20-F
  10(j)  Agreement  and Plan of Merger,  dated  September  27, 1996 (the "Merger
         Agreement"),  by and among TotalNet  Communications Inc.  ("TotalNet"),
         GST Newco of Texas, Inc. and the Company,  incorporated by reference to
         Exhibit 2.1 to the Company's Form 8-K dated October 17, 1996 (the "Form
         8-K")
  10(k)  Letter dated October 17, 1996 amending the Merger  Agreement  among the
         Company,  GST Newco of  Texas,  Inc.,  and  TotalNet,  incorporated  by
         reference to Exhibit 2.2 to the Form 8-K
  10(l)  Amended and Restated Master  Agreement dated as of May 24, 1996, by and
         among Tomen America Inc.,  the Company,  GST Telecom Inc.,  GST Pacific
         Lightwave,  Inc.,  Pacwest  Network  L.L.C.,  Pacwest Network Inc., GST
         Tucson Lightwave, Inc. and GST New Mexico Lightwave, Inc.
  10(m)  Amendment No. 2 to GST  Telecommunications,  Inc. Common Stock Purchase
         Agreement  dated as of May 24, 1996,  by and among the  Company,  Tomen
         America Inc. and Tomen Corporation.
  10(n)  Credit  Agreement  dated as of May 24,  1996,  by and  between  GST New
         Mexico Lightwave, Inc. and TM Communications LLC.
  10(o)  Credit  Agreement  dated as of May 24, 1996,  by and between GST Tucson
         Lightwave, Inc. and TM Communications LLC.


                                       -2-

<PAGE>


  10(p)  Amended and  Restated  Consulting  Agreement  dated as of  September 1,
         1995, by and between Sunwest  Ventures,  Inc. and GST USA, Inc. and GST
         Telecom.
  10(q)  Personal Services Agreement dated as of October 1, 1995, by and between
         GST USA, Inc. and GST Telecom Inc. and Stephen Irwin.
  10(r)  Restated  and Amended  Employment  Agreement  dated as of  September 1,
         1995, by and between GST USA, Inc. and GST Telecom Inc. and John Warta.
  10(s)  Restated  and Amended  Employment  Agreement  dated as of  September 1,
         1995,  by and between GST USA,  Inc. and GST Telecom Inc. and Robert H.
         Hanson.
  10(t)  Amended and  Restated  Employment  Agreement  dated as of  September 1,
         1995, by and between GST USA, Inc. and GST Telecom Inc. and Clifford V.
         Sander.
  10(u)  Agreement  and Plan of Merger  dated as of  September  26,  1996 by and
         among Call America Business  Communications  Corporation,  Call America
         Business   Communications  of  Fresno,   Inc.,  Call  America  Business
         Communications   of  Bakersfield,   Inc.,  the   shareholders  of  such
         companies, GST Newco of California, Inc., and the Company.
  10(v)  Equipment  Loan and Security  Agreement  dated December 19, 1996 by and
         between NTFS Capital Corporation and GST Equipco.
 *10(w)  Restated and Amended Usage Agreement  dated June 21, 1994,  restated as
         of  November 1, 1995,  by and between  Pacwest  Network,  Inc.  and GST
         Pacwest Telecom Hawaii, Incorporated.
 *10(x)  Restated and Amended Traffic Agreement dated June 21, 1994, restated as
         of  November 1, 1995,  by and between  Pacwest  Network,  Inc.  and GST
         Telecom Inc.
 *10(y)  Letter Agreement, dated December 1, 1995, by and among Pacwest Network,
         Inc., GST Telecom Inc. and GST Pacwest Telecom Hawaii, Incorporated.
 *10(z)  Reseller  Agreement  dated  as of  October  30,  1996,  by and  between
         Magancom Wireless, L.L.C., and GST Telecom Inc.
 21      Subsidiaries of the Company.
 23      Consent to the incorporation by reference in the Company's Registration
         Statements  on Forms S-3 and S-8 of the  independent  auditors'  report
         included herein.
 27      Financial Data Schedule.

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

*        Filed herewith.

(b)      Reports on Form 8-K: The Registrant  filed a Current Report on Form 8-K
         dated October 31, 1996 reporting  under Item 2 thereof the  acquisition
         by merger of  TotalNet  and under Item 5 thereof  the  Special  Warrant
         Offering.


                                       -3-

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned,  thereunto duly  authorized,  in the
City of Vancouver,  State of Washington, on the 15th day of September, 1997. 


                                                GST TELECOMMUNICATIONS, INC.


                                                By:            *
                                                   -------------------------
                                                         John Warta,
                                                         Chairman of the Board


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been duly signed by the following  persons in the capacities and
on the dates indicated.


<TABLE>
<CAPTION>
        SIGNATURE                                  TITLE                                        DATE
        ---------                                  -----                                        ----

<S>                               <C>                                                 <C>  
            *                     Chairman of the Board, Chief Executive              September 15, 1997
-------------------------------   Officer (Principal Executive Officer) and
     (John Warta)                 Director

                                  
            *                     Senior Vice President, Treasurer and Chief          September 15, 1997
-------------------------------   Accounting Officer (Principal Accounting  
   (Clifford V. Sander)           Officer)


    /S/ DANIEL TRAMPUSH           Senior Vice President and Chief Financial           September 15, 1997
-------------------------------   Officer (Principal Financial Officer)
    (Daniel Trampush)             

            *                     Vice Chairman of the Board                          September 15, 1997
-------------------------------   Director
  (W. Gordon Blankstein)          


   /S/ STEPHEN IRWIN              Vice Chairman of the Board, Secretary and           September 15, 1997
-------------------------------   Director
   (Stephen Irwin)                


                                  President, Chief Operating Officer and              September 15, 1997
-------------------------------   Director
   (Joseph Basile)                


            *                     Director                                            September 15, 1997
-------------------------------
   (Robert H. Hanson)


            *                     Director                                            September 15, 1997
-------------------------------
       (Ian Watson)

                                                                                      September 15, 1997
-------------------------------   Director
   (Peter E. Legault)
</TABLE>




<PAGE>

<TABLE>
<CAPTION>
        SIGNATURE                                  TITLE                                        DATE
        ---------                                  -----                                        ----

<S>                               <C>                                                 <C>  


            *                     Director                                            September 15, 1997
-------------------------------
   (Jack G. Armstrong)


            *                     Director                                            September 15, 1997
-------------------------------
   (Thomas E. Sawyer)

                                          
-------------------------------   Director                                            September 15, 1997
   (Mitsuhiro Naoe)


-------------------------------   Director                                            September 15, 1997
   (Roy Megarry)



-------------------------------   Director                                            September 15, 1997
   (Joseph G. Fogg, III)



*By:      /S/ STEPHEN IRWIN                                                           September 15, 1997
         --------------------------
         Stephen Irwin
         Attorney-in-fact
</TABLE>