As Filed with the Securities and Exchange Commission on May 1, 1997
                                                Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             SECURITIES ACT OF 1933

                          BROOKS FIBER PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   43-1656187
                      (I.R.S. Employer Identification No.)

                      425 Woods Mill Road South, Suite 300
                         Town & Country, Missouri 63017
                                 (314) 878-1616
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

             BROOKS FIBER PROPERTIES, INC. 1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plans)

                                David L. Solomon
              Executive Vice President and Chief Financial Officer
                          Brooks Fiber Properties, Inc.
                      425 Woods Mill Road South, Suite 300
                         Town & Country, Missouri 63017
                                 (314) 878-1616
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         Copies of all correspondence to

                              John P. Denneen, Esq.
                                 Bryan Cave LLP
                             One Metropolitan Square
                         211 North Broadway, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000
                           --------------------------

<TABLE>

                                           CALCULATION OF REGISTRATION FEE
<CAPTION>

 =================================================================================================================
                                                      Proposed Maximum      Proposed Maximum        Amount of
    Title of Securities          Amount to be          Offering Price           Aggregate          Registration
     to be Registered             Registered            Per Share(1)        Offering Price(1)         Fee(1)

 -----------------------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                   <C>                    <C>

 Common Stock, $.01 par
 value per share, and         3,000,000 Shares(2)          $18.50              $55,500,000          $16,819.00
 related Preferred Stock
 Purchase Rights
==================================================================================================================

<FN>
(1)  Computed  pursuant to Rule 457(h) solely for the purpose of determining the
     registration fee.

(2)  This  Registration  Statement also covers such additional  shares of Common
     Stock as may be issuable pursuant to antidilution provisions.

</TABLE>

<PAGE>
                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission  pursuant to the  Securities  and Exchange Act of 1934,  as
amended  (the  "Exchange   Act"),   are  incorporated  by  reference  into  this
Registration Statement:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996,  as amended by Amendment No. 1 on Form 10-K/A filed
          on March 31, 1997;

     (b)  (1)  The Registrant's  Current  Report on Form 8-K dated March 3, 1997
               (date of earliest event reported);

          (2)  The Registrant's  Current Report on Form 8-K dated March 28, 1997
               (date of earliest event reported);

          (3)  The Registrant's  Current Report on Form 8-K dated March 31, 1997
               (date of earliest event reported); and

     (c)  The description of the  Registrant's  Common Stock, par value $.01 per
          share (the  "Common  Stock"),  and related  Preferred  Stock  Purchase
          Rights contained in Amendment No. 2 to the  Registrant's  Registration
          Statement  on Form 8-A/A  filed on April 30,  1997 under the  Exchange
          Act.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities 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. Any statement contained herein
or in a document  incorporated or deemed to be incorporated  herein by reference
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent that a statement  contained  in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The description of the Common Stock,  and related  Preferred Stock Purchase
Rights, contained in Item 1 of Amendment No. 2 to the Registrant's  Registration
Statement  on Form  8-A/A  filed on April 30,  1997  under the  Exchange  Act is
incorporated  herein by reference.  The securities are registered  under Section
12(g) of the Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     The validity of the  issuance of the shares of the Common Stock  registered
hereunder has been passed upon by Bryan Cave LLP, St. Louis,  Missouri.  John P.
Denneen,  Esq., a member of Bryan Cave LLP, is Secretary of the  Registrant  and
its  subsidiaries.  Mr.  Denneen and two other  members of Bryan Cave LLP own an
aggregate  of 52,426  shares of Common  Stock,  and one of such  members owns an
option to purchase 22,220 shares of Common Stock at $11.35 per share.

                                      II-1
<PAGE>

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The following is a summary of Section 145 of the General Corporation Law of
the State of Delaware (the "DGCL").

     Subject to restrictions  contained in the DGCL, a corporation 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 by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred in  connection  therewith  if such person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the  corporation,  and, in connection  with any criminal  action or
proceeding,  had no reasonable  cause to believe that such person's  conduct was
unlawful.  A person who is  successful on the merits or otherwise in any suit or
matter  covered  by  the  indemnification  statute,  shall  be  indemnified  and
indemnification is otherwise  authorized upon a determination that the person to
be  indemnified  has met the  applicable  standard  of  conduct  required.  Such
determination  shall be made by a majority  vote of the board of  directors  who
were not parties to such  action,  suit or  proceeding,  even though less than a
quorum,  or if there are no such directors,  or if such directors so direct,  by
special  independent  counsel  in a  written  opinion,  or by the  shareholders.
Expenses  incurred  in  defense  may be  paid in  advance  upon  receipt  by the
corporation  of a written  undertaking by or on behalf of the recipient to repay
such amount if it is ultimately determined that the recipient is not entitled to
indemnification  under the statute.  The indemnification  provided by statute is
not exclusive of any other rights to which those seeking  indemnification may be
entitled under any by-law,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise,  and shall inure to the benefit of the heirs,  executors
and  administrators of such person.  Insurance may be purchased on behalf of any
person  entitled to  indemnification  by the  corporation  against any liability
asserted against him or her and incurred in an official  capacity  regardless of
whether the person could be  indemnified  under the statute.  References  to the
corporation include all constituent  corporations absorbed in a consolidation or
merger as well as the resulting corporation,  and anyone seeking indemnification
by virtue of acting in some capacity with a constituent  corporation would stand
in the same  position as if such person had served the  resulting  or  surviving
corporation in the same capacity.

         The Second Restated Certificate of Incorporation and the By-Laws of the
Company provide for  indemnification of directors and officers of the Company to
the maximum extent permitted by the DGCL.

         The directors and officers of the Company are insured under a policy of
directors' and officers' liability insurance.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                     II-2 
<PAGE>

ITEM 8.    EXHIBITS.

          Reference is made to the Exhibit Index filed herewith.

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 of 1933;

               (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.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement; and

               (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  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 or  Section  15(d) of the
          Securities  Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

               (2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  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.

               (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 of 1933, each filing of
     the  registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) 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.

                                      II-3
<PAGE>

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act of  1933  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
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed  in the 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  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                      II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Town & Country, Missouri on April 29, 1997.

                                   BROOKS FIBER PROPERTIES, INC.

                                   By: James C. Allen
                                       -----------------------------------------
                                       James C. Allen
                                       Vice Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby severally  constitutes and
appoints   James  C.   Allen  and  David  L.   Solomon   his  true  and   lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for such  person and in such  person's  name,  place and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form S-8,  and to file the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  granting unto said  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 may lawfully do or cause to be done
by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signatures                              Title                         Date
--------------------------------------------------------------------------------

Robert A. Brooks            Director (Chairman of the Board)     April 29, 1997
--------------------------
Robert A. Brooks

James C. Allen              Vice Chairman, Chief Executive       April 29, 1997
--------------------------    Officer and Director
James C. Allen

D. Craig Young              President and Director (Chief        April 29, 1997
--------------------------    Operating Officer)
D. Craig Young

David L. Solomon            Executive Vice President and         April 29, 1997
--------------------------   Chief Financial Officer
David L. Solomon             (Principal Financial and
                              Accounting Officer)

Robert F. Benbow            Director                             April 29, 1997
--------------------------
Robert F. Benbow

William J. Bresnan          Director                             April 29, 1997
--------------------------
William J. Bresnan

Jonathan M. Nelson          Director                             April 29, 1997
--------------------------
Jonathan M. Nelson

G. Jackson Tankersley, Jr.  Director                             April 29, 1997
--------------------------
G. Jackson Tankersley, Jr.

Ronald H. Vander Pol        Director                             April 29, 1997
--------------------------
Ronald H. Vander Pol

Carol deB. Whitaker         Director                             April 29, 1997
--------------------------
Carol deB. Whitaker

                                       II-5
<PAGE>
                          BROOKS FIBER PROPERTIES, INC.

                                  EXHIBIT INDEX

Exhibit
Number                            Description
-------    ---------------------------------------------------------------------
  4.1      Second Restated Certificate of Incorporation of the Registrant
           (incorporated  herein by  reference  to Exhibit 1 to Amendment
           No. 2 to the Registrant's Registration Statement on Form 8-A/A
           filed  with  the  Commission  on April  30,  1997  (the  "Form
           8-A/A"))

  4.2      By-laws  of the  Registrant,  as  amended  on April  29,  1997
           (incorporated herein by reference to Exhibit 2 to the Form
           8-A/A)

  4.3      Form of Specimen  Certificate of Common Stock of the Registrant
           (incorporated herein by reference to Exhibit 4.1 to the Registrant's
           Registration  Statement on Form S-1 (No.  333-1924)filed with the
           Commission on March 4, 1996 (the "IPO Form S-1"))

  4.4      Rights  Agreement  dated  February 29, 1996  between the  Registrant
           and The Boatmen's Trust Company, as Rights Agent (incorporated herein
           by reference to Exhibit 4.2 to the IPO Form S-1)

  4.5      Amended and Restated  Stockholders'  Agreement  dated as of June 15,
           1995 (incorporated herein by reference to Exhibit 4.3 to the IPO Form
           S-1)

  4.6      Amended  and  Restated   Registration  Rights  Agreement  dated  as
           of  June  15,  1995 (incorporated herein by reference to Exhibit 4.4
           to the IPO Form S-1)

  4.7      Brooks Fiber Properties, Inc. 1997 Stock Incentive Plan

  4.8      Indenture  dated as of February  26, 1996  between  the  Registrant 
           and The Bank of New York, as Trustee (incorporated herein by
           reference to Exhibit 4.6 to the IPO Form S-1)

  4.9      Indenture  dated as of  November  7, 1996  between  the  Registrant
           and The Bank of New York, as Trustee (incorporated  herein  by
           reference to Exhibit 4.6 to the Registrant's Registration  Statement
           on Form S-1 (File No.  333-16495)  filed with the  Commission on
           November 20, 1996)

  4.10     Amended and Restated Loan and Security  Agreement  dated as of
           October 1, 1996 among AT&T Credit Corporation,  the Registrant
           and  certain  subsidiaries  of  the  Registrant  (incorporated
           herein  by  reference  to  Exhibit  4.8  to  the  Registrant's
           Registration  Statement on Form S-4 (File No. 333-18503) filed
           with the Commission on December 20, 1996)

  4.11     The Registrant has not filed certain  instruments with respect
           to  long-term  debt  since  the  total  amount  of  securities
           authorized  thereunder does not exceed 10% of the total assets
           of the  Registrant  and  its  subsidiaries  on a  consolidated
           basis.  The  Registrant  agrees to  furnish a copy of any such
           agreement to the Commission upon request.

  5.1      Opinion of Bryan Cave LLP regarding the validity of the Common
           Stock

  23.1     Consent of KPMG Peat Marwick LLP

  23.3     Consent of Bryan Cave LLP (included in Exhibit 5.1)

  24.1     Power of Attorney (included in Signature Page)


                                       II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22234}]
{"company-data": {"conformed-name": "BROOKS FIBER PROPERTIES INC", "cik": "0000915509", "assigned-sic": "4813", "irs-number": "431656187", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26261", "film-number": "97592749"}, "business-address": {"street1": "425 WOODS MILL RD S STE 300", "city": "TOWN & COUNTY", "state": "MO", "zip": "63017"}, "mail-address": {"street1": "425 WOODS MILL ROAD SOUTH SUITE 300", "city": "TOWN & COUNTRY", "state": "MO", "zip": "63017"}}
As Filed with the Securities and Exchange Commission on May 1, 1997
                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             SECURITIES ACT OF 1933

                          BROOKS FIBER PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   43-1656187
                      (I.R.S. Employer Identification No.)

                      425 Woods Mill Road South, Suite 300
                         Town & Country, Missouri 63017
                                 (314) 878-1616
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

             BROOKS FIBER PROPERTIES, INC. 1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plans)

                                David L. Solomon
              Executive Vice President and Chief Financial Officer
                          Brooks Fiber Properties, Inc.
                      425 Woods Mill Road South, Suite 300
                         Town & Country, Missouri 63017
                                 (314) 878-1616
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         Copies of all correspondence to

                              John P. Denneen, Esq.
                                 Bryan Cave LLP
                             One Metropolitan Square
                         211 North Broadway, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000
                           --------------------------

                                           CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                      Proposed Maximum      Proposed Maximum        Amount of
    Title of Securities          Amount to be          Offering Price           Aggregate          Registration
     to be Registered             Registered            Per Share(1)        Offering Price(1)         Fee(1)

 -----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
 value per share, and         3,000,000 Shares(2)          $18.50              $55,500,000          $16,819.00
 related Preferred Stock
 Purchase Rights
==================================================================================================================
(1)  Computed  pursuant to Rule 457(h) solely for the purpose of determining the
     registration fee.

(2)  This  Registration  Statement also covers such additional  shares of Common
     Stock as may be issuable pursuant to antidilution provisions.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission  pursuant to the  Securities  and Exchange Act of 1934,  as
amended  (the  "Exchange   Act"),   are  incorporated  by  reference  into  this
Registration Statement:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996,  as amended by Amendment No. 1 on Form 10-K/A filed
          on March 31, 1997;

     (b)  (1)  The Registrant's  Current  Report on Form 8-K dated March 3, 1997
               (date of earliest event reported);

          (2)  The Registrant's  Current Report on Form 8-K dated March 28, 1997
               (date of earliest event reported);

          (3)  The Registrant's  Current Report on Form 8-K dated March 31, 1997
               (date of earliest event reported); and

     (c)  The description of the  Registrant's  Common Stock, par value $.01 per
          share (the  "Common  Stock"),  and related  Preferred  Stock  Purchase
          Rights contained in Amendment No. 2 to the  Registrant's  Registration
          Statement  on Form 8-A/A  filed on April 30,  1997 under the  Exchange
          Act.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities 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. Any statement contained herein
or in a document  incorporated or deemed to be incorporated  herein by reference
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent that a statement  contained  in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The description of the Common Stock,  and related  Preferred Stock Purchase
Rights, contained in Item 1 of Amendment No. 2 to the Registrant's  Registration
Statement  on Form  8-A/A  filed on April 30,  1997  under the  Exchange  Act is
incorporated  herein by reference.  The securities are registered  under Section
12(g) of the Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     The validity of the  issuance of the shares of the Common Stock  registered
hereunder has been passed upon by Bryan Cave LLP, St. Louis,  Missouri.  John P.
Denneen,  Esq., a member of Bryan Cave LLP, is Secretary of the  Registrant  and
its  subsidiaries.  Mr.  Denneen and two other  members of Bryan Cave LLP own an
aggregate  of 52,426  shares of Common  Stock,  and one of such  members owns an
option to purchase 22,220 shares of Common Stock at $11.35 per share.

                                      II-1
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The following is a summary of Section 145 of the General Corporation Law of
the State of Delaware (the "DGCL").

     Subject to restrictions  contained in the DGCL, a corporation 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 by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred in  connection  therewith  if such person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the  corporation,  and, in connection  with any criminal  action or
proceeding,  had no reasonable  cause to believe that such person's  conduct was
unlawful.  A person who is  successful on the merits or otherwise in any suit or
matter  covered  by  the  indemnification  statute,  shall  be  indemnified  and
indemnification is otherwise  authorized upon a determination that the person to
be  indemnified  has met the  applicable  standard  of  conduct  required.  Such
determination  shall be made by a majority  vote of the board of  directors  who
were not parties to such  action,  suit or  proceeding,  even though less than a
quorum,  or if there are no such directors,  or if such directors so direct,  by
special  independent  counsel  in a  written  opinion,  or by the  shareholders.
Expenses  incurred  in  defense  may be  paid in  advance  upon  receipt  by the
corporation  of a written  undertaking by or on behalf of the recipient to repay
such amount if it is ultimately determined that the recipient is not entitled to
indemnification  under the statute.  The indemnification  provided by statute is
not exclusive of any other rights to which those seeking  indemnification may be
entitled under any by-law,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise,  and shall inure to the benefit of the heirs,  executors
and  administrators of such person.  Insurance may be purchased on behalf of any
person  entitled to  indemnification  by the  corporation  against any liability
asserted against him or her and incurred in an official  capacity  regardless of
whether the person could be  indemnified  under the statute.  References  to the
corporation include all constituent  corporations absorbed in a consolidation or
merger as well as the resulting corporation,  and anyone seeking indemnification
by virtue of acting in some capacity with a constituent  corporation would stand
in the same  position as if such person had served the  resulting  or  surviving
corporation in the same capacity.

         The Second Restated Certificate of Incorporation and the By-Laws of the
Company provide for  indemnification of directors and officers of the Company to
the maximum extent permitted by the DGCL.

         The directors and officers of the Company are insured under a policy of
directors' and officers' liability insurance.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                     II-2
ITEM 8.    EXHIBITS.

          Reference is made to the Exhibit Index filed herewith.

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 of 1933;

               (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.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement; and

               (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  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 or  Section  15(d) of the
          Securities  Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

               (2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  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.

               (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 of 1933, each filing of
     the  registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) 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.

                                      II-3
(c)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act of  1933  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
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed  in the 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  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Town & Country, Missouri on April 29, 1997.

                                   BROOKS FIBER PROPERTIES, INC.

                                   By: James C. Allen
                                       -----------------------------------------
                                       James C. Allen
                                       Vice Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby severally  constitutes and
appoints   James  C.   Allen  and  David  L.   Solomon   his  true  and   lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for such  person and in such  person's  name,  place and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form S-8,  and to file the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  granting unto said  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 may lawfully do or cause to be done
by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signatures                              Title                         Date
--------------------------------------------------------------------------------

Robert A. Brooks            Director (Chairman of the Board)     April 29, 1997
--------------------------
Robert A. Brooks

James C. Allen              Vice Chairman, Chief Executive       April 29, 1997
--------------------------    Officer and Director
James C. Allen

D. Craig Young              President and Director (Chief        April 29, 1997
--------------------------    Operating Officer)
D. Craig Young

David L. Solomon            Executive Vice President and         April 29, 1997
--------------------------   Chief Financial Officer
David L. Solomon             (Principal Financial and
                              Accounting Officer)

Robert F. Benbow            Director                             April 29, 1997
--------------------------
Robert F. Benbow

William J. Bresnan          Director                             April 29, 1997
--------------------------
William J. Bresnan

Jonathan M. Nelson          Director                             April 29, 1997
--------------------------
Jonathan M. Nelson

G. Jackson Tankersley, Jr.  Director                             April 29, 1997
--------------------------
G. Jackson Tankersley, Jr.

Ronald H. Vander Pol        Director                             April 29, 1997
--------------------------
Ronald H. Vander Pol

Carol deB. Whitaker         Director                             April 29, 1997
--------------------------
Carol deB. Whitaker

                                       II-5
BROOKS FIBER PROPERTIES, INC.

                                  EXHIBIT INDEX

Exhibit
Number                            Description
-------    ---------------------------------------------------------------------
  4.1      Second Restated Certificate of Incorporation of the Registrant
           (incorporated  herein by  reference  to Exhibit 1 to Amendment
           No. 2 to the Registrant's Registration Statement on Form 8-A/A
           filed  with  the  Commission  on April  30,  1997  (the  "Form
           8-A/A"))

  4.2      By-laws  of the  Registrant,  as  amended  on April  29,  1997
           (incorporated herein by reference to Exhibit 2 to the Form
           8-A/A)

  4.3      Form of Specimen  Certificate of Common Stock of the Registrant
           (incorporated herein by reference to Exhibit 4.1 to the Registrant's
           Registration  Statement on Form S-1 (No.  333-1924)filed with the
           Commission on March 4, 1996 (the "IPO Form S-1"))

  4.4      Rights  Agreement  dated  February 29, 1996  between the  Registrant
           and The Boatmen's Trust Company, as Rights Agent (incorporated herein
           by reference to Exhibit 4.2 to the IPO Form S-1)

  4.5      Amended and Restated  Stockholders'  Agreement  dated as of June 15,
           1995 (incorporated herein by reference to Exhibit 4.3 to the IPO Form
           S-1)

  4.6      Amended  and  Restated   Registration  Rights  Agreement  dated  as
           of  June  15,  1995 (incorporated herein by reference to Exhibit 4.4
           to the IPO Form S-1)

  4.7      Brooks Fiber Properties, Inc. 1997 Stock Incentive Plan

  4.8      Indenture  dated as of February  26, 1996  between  the  Registrant 
           and The Bank of New York, as Trustee (incorporated herein by
           reference to Exhibit 4.6 to the IPO Form S-1)

  4.9      Indenture  dated as of  November  7, 1996  between  the  Registrant
           and The Bank of New York, as Trustee (incorporated  herein  by
           reference to Exhibit 4.6 to the Registrant's Registration  Statement
           on Form S-1 (File No.  333-16495)  filed with the  Commission on
           November 20, 1996)

  4.10     Amended and Restated Loan and Security  Agreement  dated as of
           October 1, 1996 among AT&T Credit Corporation,  the Registrant
           and  certain  subsidiaries  of  the  Registrant  (incorporated
           herein  by  reference  to  Exhibit  4.8  to  the  Registrant's
           Registration  Statement on Form S-4 (File No. 333-18503) filed
           with the Commission on December 20, 1996)

  4.11     The Registrant has not filed certain  instruments with respect
           to  long-term  debt  since  the  total  amount  of  securities
           authorized  thereunder does not exceed 10% of the total assets
           of the  Registrant  and  its  subsidiaries  on a  consolidated
           basis.  The  Registrant  agrees to  furnish a copy of any such
           agreement to the Commission upon request.

  5.1      Opinion of Bryan Cave LLP regarding the validity of the Common
           Stock

  23.1     Consent of KPMG Peat Marwick LLP

  23.3     Consent of Bryan Cave LLP (included in Exhibit 5.1)

  24.1     Power of Attorney (included in Signature Page)

                                       II-6