UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 Current Report

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (date of earliest event reported): October 16, 2000


                            VDC COMMUNICATIONS, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)


    Delaware                       001-14281                      061524454
- ------------------        -----------------------------      -------------------
 (State or other              (Commission File No.)            (IRS Employer
 jurisdiction of                                             Identification No.)
  incorporation)


                               75 Holly Hill Lane
                          Greenwich, Connecticut 06830
                          ----------------------------
                     (Address of principal executive office)

                                 (203) 869-5100
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report.)



Item 5.  Other Events.

October 2000 Repricing of Stock Options

         Competition  for  skilled  engineers,  sales  personnel  and  other key
employees in the  telecommunications  industry is intense,  and the use of stock
options  for  retention  and  motivation  of such  personnel  is  widespread  in
high-technology  industries.  The Board of Directors believes that stock options
are a critical component of the compensation offered by VDC to promote long-term
retention of key employees,  motivate high levels of  performance  and recognize
employee  contributions  to the success of VDC.  The market  price of the common
stock decreased from a high of $7.50 in July 1998 to a low of $0.1875 on October
16, 2000. In light of this  substantial  decline in market  price,  the Board of
Directors  believed  that  the  outstanding  stock  options  were no  longer  an
effective  tool to encourage  employee  retention or to motivate  high levels of
performance.  As a result, on October 16, 2000, the Board of Directors  approved
an option  repricing  program  under which  options to acquire an  aggregate  of
2,529,000  shares of common stock at exercise prices between $3.50 and $0.75 per
share  were  repriced  to  reflect an  exercise  price of $0.1875  per share (or
$.20625 in the case of the Chief  Executive  Officer and his wife),  the closing
market price of the common stock on October 16, 2000 as reported on the American
Stock Exchange ("AMEX").  These options will continue to vest under the original
terms of the option grant.  Of the 2,529,000  options  affected by the repricing
program,  1,345,000  are held by executive  officers and members of the Board of
Directors.

         In March 2000, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 44 "Accounting for Certain Transactions  involving Stock
Compensation  and  Interpretation  of APB No.  25".  Among  other  issues,  this
interpretation  clarifies the accounting consequence of various modifications to
the terms of a previously  fixed stock option or award. If the exercise price of
an option award is reduced,  the award shall be accounted  for as variable  from
the date of the  modification  to the date the award is exercised,  forfeited or
expires unexercised.  The interpretation requires a charge to operations for the
difference  between the quoted  market value of VDC's common stock at the end of
each reporting  period and the option price of  unexercised,  outstanding  stock
options.  The  interpretation  is effective  July 1, 2000 but covers events that
occur after December 15, 1998. Thus, compensation expense may be recorded in the
future as a result of this repricing.

Exploration of Alternatives to Address Liquidity Concern

         See the following press release, dated October 27, 2000, announcing the
exploration  by  VDC  Communications,  Inc.  ("VDC")  of  various  business  and
strategic alternatives given its current liquidity position.

FOR IMMEDIATE RELEASE

Contact:          Clay Moran
                  VDC Communications, Inc.
                  (203) 869-5100



                          VDC COMMUNICATIONS EXPLORING
                    ALTERNATIVES TO ADDRESS LIQUIDITY CONCERN

         Greenwich, CT: October 27, 2000. VDC Communications,  Inc. (AMEX:"VDC")
announced  today  that it is  actively  exploring  its  business  and  strategic
alternatives   given   its   current   liquidity   position.   As  part  of  its
fiscal-year-end  June 30, 2000 audit,  VDC's auditors  raised the issue of VDC's
ability to  continue  as a "going  concern".  VDC's  current  cash  position  is
insufficient  to either pay VDC's monthly  operating  expenses for more than the
next one month or support VDC's business plan for the longer term.

         VDC has been  diligently  exploring its  alternatives  to address these
issues.  VDC's Board of Directors has approved a private  placement as described
below.  However, as is also described below, the proposed investors have not yet
provided  a  definitive  commitment  for the  transaction  (nor can there be any
assurance  that they will complete such  transaction).  VDC's Board of Directors
has approved a private  placement of an aggregate of $650,000 of 8%  convertible
senior debentures,  which VDC expects would, to a limited extent, fund operating
losses.  The debentures  would mature three (3) years from the date of issuance,
accrue  interest  at the  rate of 8% per  annum  payable  upon  maturity  and be
prepayable,  at VDC's  discretion,  at any time upon  thirty  (30) days  written
notice. The principal amount of the debentures and all accrued interest would be
convertible in the investors'  discretion.  The debentures would be secured by a
first priority perfected security interest on substantially all of the assets of
VDC. The proposed investors include Frederick A. Moran, VDC's Chairman and Chief
Executive Officer, and affiliates of Mr. Moran and family trusts associated with
Mr. Moran, and one non-affiliated  investor.  Any debentures issued to Mr. Moran
and affiliates of Mr. Moran and family trusts associated with Mr. Moran would be
convertible  at $0.1875  per share,  so long as such amount is not less than the
closing market price of VDC's common stock on the date the  transaction  closes.
Any  debentures  issued to the  non-affiliated  investor would be convertible at
$0.145  per  share.  VDC's  use of any  proceeds  from the  debentures  would be
restricted  to,  among  other  things,  advances  to  its  subsidiaries  to  pay
operational  expenses other than accounts payable  outstanding as of the date of
issuance.  A breach of this covenant would  constitute an event of default under
the debentures and would, in the investors' discretion,  result in the immediate
acceleration  of VDC's  obligation to repay the  debentures.  VDC would agree to
grant  piggyback  registration  rights to the  purchasers  of the  debentures to
include the shares  issuable upon conversion of the debentures in a registration
statement filed by VDC.

         As referenced  above, the investors in this transaction have not agreed
to complete the financing at this date and are awaiting certain conditions prior
to making their final investment determination.  One condition is that creditors
accept final payments in an amount that is a fraction of current  payables.  Due
to certain regulatory rules and requirements, another condition of the investors
is a closing  market  price of VDC of $0.1875  or below on the date of  closing.
Even if these certain  conditions are met, the investors have reserved the right
not to complete the transaction in their sole discretion.



         Other  alternatives VDC is exploring  include,  but are not limited to:
significant  cost cutting  measures,  which might  impair VDC's  ability to grow
revenues, debt or equity financing other than the approved transaction, the sale
of significant  assets,  and filing for bankruptcy  protection.  VDC has already
implemented certain cost cutting measures.

         VDC is a facilities-based domestic and international telecommunications
company,  providing  domestic and  international  carrier services to retail and
wholesale  customers.  VDC has built a global  network for the  transmission  of
telecommunications  traffic  through its New York City and Los  Angeles  gateway
sites.  VDC has initiated the development of a global IP network to deliver toll
quality voice,  facsimile and other value-added  services to both complement and
transform its current network configuration.

         Certain   statements  in  this  press   release  are   "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995. Such  forward-looking  statements made by VDC involve known and unknown
risks,  uncertainties  and other  factors  which may cause the  actual  results,
performance or  achievements  of VDC to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking  statements.  Such  factors  include,  but are not  limited  to:
uncertainty as to whether VDC will be able to operate profitably; uncertainty as
to whether VDC will be able to secure sufficient  financing in order to fund its
operations;  competitive and other market  conditions that may adversely  affect
the scope of VDC's  operations;  uncertainty  as to whether  the  Internet  will
continue  to grow as a medium  for  voice  and  facsimile  communications;  risk
associated with the  diversification  of VDC's  operations and the initiation of
new products; inherent regulatory, licensing and political risks associated with
VDC's operations;  the dependence of VDC on certain key personnel; VDC's revenue
dependence  on a few  customers;  VDC's network  dependence on VDC's  underlying
carriers; network failure or complications;  dependence upon a limited number of
equipment  vendors;  VDC's  ability to  successfully  integrate  mergers  and/or
acquisitions and potential mergers and/or  acquisitions into VDC,  including the
retention of certain key  personnel;  network  capacity  constraints;  and other
risks  as are  described  from  time to time in the SEC  reports  filed  by VDC,
including a  Registration  Statement  on Form S-3 (No.  333-46694).  Given these
uncertainties,  readers  are  cautioned  not to  place  undue  reliance  on such
forward-looking statements,  which speak only as of the date made. VDC disclaims
any obligation to update any of the forward-looking  statements contained herein
to reflect any change in VDC's  expectation with regard thereto or any change in
events, conditions, circumstances or assumptions underlying such statements.

         For further information,  you may access VDC Communications, Inc.'s web
site at  www.vdccorp.com,  or call Clayton F. Moran, Chief Financial Officer and
Treasurer, at: Telephone: 203-869-5100; Fax: 203-552-0908.



                                   SIGNATURES
                                   ----------

         Pursuant to the  requirements  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.

Dated: October 27, 2000             VDC COMMUNICATIONS, INC.


                                    By: /s/ Frederick A. Moran
                                       -----------------------------------------
                                            Frederick A. Moran
                                            Chairman and Chief Executive Officer