<PAGE> 1
       As Filed with the Securities and Exchange Commission on May 8, 1996

                                                 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                                    43-1656187
(State or Other Jurisdiction of                   (I.R.S. Employer
 Incorporation or Organization)                    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. 1996 EMPLOYEE STOCK PURCHASE PLAN
         ---------------------------------------------------------------
                            (Full Title of the Plan)

                                DAVID L. SOLOMON
                Senior 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)
                      ------------------------------------

<TABLE>
                                       CALCULATION OF REGISTRATION FEE
=====================================================================================================

<CAPTION>
                                                       Proposed         Proposed
Title of                                               Maximum          Maximum
Securities                        Amount               Offering         Aggregate        Amount of
to be                             to be                Price Per        Offering         Registration
Registered                        Registered           Share <F1>       Price <F1>       Fee <F1>
- ----------                        ----------           ----------       ----------       ------------
<C>                               <C>                  <C>              <C>              <C>

Voting Common Stock,              500,000 Shares<F2>   $30.125          $15,062,500      $5,194.00
$.01 par value per share,
and related Preferred
Stock Purchase Rights


<PAGE> 2

- ----------------------
<FN>

<F1>     Computed pursuant to Rule 457(h) solely for the purpose of determining the registration fee.

<F2>     This Registration Statement also covers such additional shares of Common Stock as may be issuable
         pursuant to antidilution provisions.

</TABLE>

















































<PAGE> 3
                                     PART II

                           INFORMATION REQUIRED IN THE
                              REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                 The following documents filed by the Registrant are
incorporated by reference into this Registration Statement: 

                 (a)     The Registrant's Prospectus dated May 2, 1996 filed
                         pursuant to Rule 424(b) under the Securities Act of
                         1933, as amended;

                 (b)     All other reports filed pursuant to Section 13(a) or
                         15(b) of the Securities Exchange Act of 1934, as
                         amended (the "Exchange Act") since December 31, 1995;
                         and

                 (c)     The description of the Registrant's Voting Common
                         Stock, par value $.01 per share, and the related
                         Preferred Stock Purchase Rights, contained in the
                         Registrant's Registration Statement on Form 8-A filed
                         on March 21, 1996 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 Registrant's Voting Common Stock, par
value $.01 per share, and the related Preferred Stock Purchase Rights,
contained in Item 1 of the Registrant's Registration Statement on Form 8-A
filed on March 21, 1996 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 Registrant's
Voting Common Stock, par value $.01 per share, 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. 
Two other members of Bryan Cave LLP own an aggregate of 30,940 shares of Voting
Common Stock of the Registrant, warrants to purchase an aggregate of 23,280
shares of the Registrant's Voting Common Stock, par value $.01 per share, at
$11.00 per share and an option to purchase 22,220 shares of the Registrant's
Voting Common Stock, par value $.01 per share, at $11.35 per share. 

<PAGE> 4

Item 6.  Indemnification of Directors and Officers.

                 The information contained in Item 15 of the Registrant's
Registration Statement on Form S-1 under the Securities Act of 1933, as amended
(Registration No. 333-1924), is incorporated herein by reference.

Item 7.  Exemption from Registration Claimed.

                 Not applicable.

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;

                                  (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
<PAGE> 5

         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)     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 this
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.

                 (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.
























<PAGE> 6
                                   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 May 1, 1996.

                                  BROOKS FIBER PROPERTIES, INC.

                                  By: /S/ 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 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 on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
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
         ----------               -----                               ----
/S/ ROBERT A. BROOKS     Director (Chairman of the Board)          May 1, 1996
- ----------------------
Robert A. Brooks

/S/ JAMES C. ALLEN       Vice Chairman and Director                May 1, 1996
- ----------------------   (Chief Executive Officer)
James C. Allen

/S/ D. CRAIG YOUNG       President and Director                    May 1, 1996
- ----------------------   (Chief Operating Officer)
D. Craig Young

/S/ DAVID L. SOLOMON     Senior Vice President and Chief           May 1, 1996
- ----------------------   Financial Officer (Principal
David L. Solomon          Financial and Accounting Officer)

/S/ ROBERT F. BENBOW     Director                                  May 2, 1996
- ----------------------
Robert F. Benbow


<PAGE> 7


/S/ JONATHAN M. NELSON            Director                         May 2, 1996
- ----------------------
Jonathan M. Nelson

/S/ G. JACKSON TANKERSLEY, JR.    Director                         May 2, 1996
- ------------------------------
G. Jackson Tankersley, Jr.


















































<PAGE> 8

                          Brooks Fiber Properties, Inc.

                                  EXHIBIT INDEX


Exhibit
Number                            Description
- -------                           -----------

4.1(a)           Restated Certificate of Incorporation of the Registrant
                 (incorporated herein by reference to Exhibit 3.1(a) to the
                 Registrant's Registration Statement on Form S-1 
                 (No. 333-1924), as amended (the "Registration Statement on 
                 Form S-1")

4.1(b)           Certificate of Designation of 6060 Additional shares of $.01
                 Par Value Series A-2 Voting Convertible Preferred Stock of the
                 Registrant (incorporated herein by reference to Exhibit 3.1(b)
                 to the Registration Statement Form S-1)

4.1(c)           Certificate of Designation of Series C Junior Participating
                 Preferred Stock of the Registrant (incorporated herein by
                 reference to Exhibit 3.1(c) to the Registration Statement on
                 Form S-1)

4.2              By-laws of the Registrant 

4.3              Form of Specimen Certificate of Voting Common Stock of the
                 Registrant (incorporated herein by reference to Exhibit 4.1 to
                 the Registration Statement on Form S-1)

4.4              Rights Agreement dated as of February 29, 1996 (incorporated
                 herein by reference to Exhibit 4.2 to the Registration
                 Statement on 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 Registration Statement on 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 Registration Statement on Form S-1)

4.7              Exchange and Registration Rights Agreement dated as of
                 February 26, 1996 (incorporated herein by reference to Exhibit
                 4.5 to the Registration Statement on Form S-1)

4.8              Brooks Fiber Properties, Inc. 1996 Employee Stock Purchase
                 Plan (incorporated herein by reference to Exhibit 10.3 to the
                 Registration Statement on Form S-1)

4.9              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 of the Registration Statement on Form
                 S-1)



<PAGE> 9

4.10             Loan and Security Agreement dated as of November 18, 1994
                 among AT&T Credit Corporation and certain subsidiaries of the
                 Registrant (incorporated herein by reference to Exhibit 4.7 of
                 the Registration Statement on Form S-1)

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

23.1             Consent of KPMG Peat Marwick LLP

23.2             Consent of BDO Seidman, LLP

23.3             Consent of KPMG Peat Marwick LLP

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

24.1             Power of Attorney (included in Signature Page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18718}]
{"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": "333-03309", "film-number": "96557979"}, "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"}}
1
       As Filed with the Securities and Exchange Commission on May 8, 1996

                                                 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                                    43-1656187
(State or Other Jurisdiction of                   (I.R.S. Employer
 Incorporation or Organization)                    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. 1996 EMPLOYEE STOCK PURCHASE PLAN
         ---------------------------------------------------------------
                            (Full Title of the Plan)

                                DAVID L. SOLOMON
                Senior 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)
                      ------------------------------------

                                       CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed         Proposed
Title of                                               Maximum          Maximum
Securities                        Amount               Offering         Aggregate        Amount of
to be                             to be                Price Per        Offering         Registration
Registered                        Registered           Share
Price
Fee
- ----------                        ----------           ----------       ----------       ------------
Voting Common Stock,              500,000 Shares
$30.125          $15,062,500      $5,194.00
$.01 par value per share,
and related Preferred
Stock Purchase Rights
2

- ----------------------
Computed pursuant to Rule 457(h) solely for the purpose of determining the registration fee.
This Registration Statement also covers such additional shares of Common Stock as may be issuable
         pursuant to antidilution provisions.
3
                                     PART II

                           INFORMATION REQUIRED IN THE
                              REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                 The following documents filed by the Registrant are
incorporated by reference into this Registration Statement: 

                 (a)     The Registrant's Prospectus dated May 2, 1996 filed
                         pursuant to Rule 424(b) under the Securities Act of
                         1933, as amended;

                 (b)     All other reports filed pursuant to Section 13(a) or
                         15(b) of the Securities Exchange Act of 1934, as
                         amended (the "Exchange Act") since December 31, 1995;
                         and

                 (c)     The description of the Registrant's Voting Common
                         Stock, par value $.01 per share, and the related
                         Preferred Stock Purchase Rights, contained in the
                         Registrant's Registration Statement on Form 8-A filed
                         on March 21, 1996 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 Registrant's Voting Common Stock, par
value $.01 per share, and the related Preferred Stock Purchase Rights,
contained in Item 1 of the Registrant's Registration Statement on Form 8-A
filed on March 21, 1996 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 Registrant's
Voting Common Stock, par value $.01 per share, 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. 
Two other members of Bryan Cave LLP own an aggregate of 30,940 shares of Voting
Common Stock of the Registrant, warrants to purchase an aggregate of 23,280
shares of the Registrant's Voting Common Stock, par value $.01 per share, at
$11.00 per share and an option to purchase 22,220 shares of the Registrant's
Voting Common Stock, par value $.01 per share, at $11.35 per share.
4

Item 6.  Indemnification of Directors and Officers.

                 The information contained in Item 15 of the Registrant's
Registration Statement on Form S-1 under the Securities Act of 1933, as amended
(Registration No. 333-1924), is incorporated herein by reference.

Item 7.  Exemption from Registration Claimed.

                 Not applicable.

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;

                                  (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
5

         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)     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 this
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.

                 (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.
6
                                   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 May 1, 1996.

                                  BROOKS FIBER PROPERTIES, INC.

                                  By: /S/ 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 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 on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
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
         ----------               -----                               ----
/S/ ROBERT A. BROOKS     Director (Chairman of the Board)          May 1, 1996
- ----------------------
Robert A. Brooks

/S/ JAMES C. ALLEN       Vice Chairman and Director                May 1, 1996
- ----------------------   (Chief Executive Officer)
James C. Allen

/S/ D. CRAIG YOUNG       President and Director                    May 1, 1996
- ----------------------   (Chief Operating Officer)
D. Craig Young

/S/ DAVID L. SOLOMON     Senior Vice President and Chief           May 1, 1996
- ----------------------   Financial Officer (Principal
David L. Solomon          Financial and Accounting Officer)

/S/ ROBERT F. BENBOW     Director                                  May 2, 1996
- ----------------------
Robert F. Benbow
7

/S/ JONATHAN M. NELSON            Director                         May 2, 1996
- ----------------------
Jonathan M. Nelson

/S/ G. JACKSON TANKERSLEY, JR.    Director                         May 2, 1996
- ------------------------------
G. Jackson Tankersley, Jr.
8

                          Brooks Fiber Properties, Inc.

                                  EXHIBIT INDEX

Exhibit
Number                            Description
- -------                           -----------

4.1(a)           Restated Certificate of Incorporation of the Registrant
                 (incorporated herein by reference to Exhibit 3.1(a) to the
                 Registrant's Registration Statement on Form S-1 
                 (No. 333-1924), as amended (the "Registration Statement on 
                 Form S-1")

4.1(b)           Certificate of Designation of 6060 Additional shares of $.01
                 Par Value Series A-2 Voting Convertible Preferred Stock of the
                 Registrant (incorporated herein by reference to Exhibit 3.1(b)
                 to the Registration Statement Form S-1)

4.1(c)           Certificate of Designation of Series C Junior Participating
                 Preferred Stock of the Registrant (incorporated herein by
                 reference to Exhibit 3.1(c) to the Registration Statement on
                 Form S-1)

4.2              By-laws of the Registrant 

4.3              Form of Specimen Certificate of Voting Common Stock of the
                 Registrant (incorporated herein by reference to Exhibit 4.1 to
                 the Registration Statement on Form S-1)

4.4              Rights Agreement dated as of February 29, 1996 (incorporated
                 herein by reference to Exhibit 4.2 to the Registration
                 Statement on 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 Registration Statement on 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 Registration Statement on Form S-1)

4.7              Exchange and Registration Rights Agreement dated as of
                 February 26, 1996 (incorporated herein by reference to Exhibit
                 4.5 to the Registration Statement on Form S-1)

4.8              Brooks Fiber Properties, Inc. 1996 Employee Stock Purchase
                 Plan (incorporated herein by reference to Exhibit 10.3 to the
                 Registration Statement on Form S-1)

4.9              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 of the Registration Statement on Form
                 S-1)
9

4.10             Loan and Security Agreement dated as of November 18, 1994
                 among AT&T Credit Corporation and certain subsidiaries of the
                 Registrant (incorporated herein by reference to Exhibit 4.7 of
                 the Registration Statement on Form S-1)

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

23.1             Consent of KPMG Peat Marwick LLP

23.2             Consent of BDO Seidman, LLP

23.3             Consent of KPMG Peat Marwick LLP

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

24.1             Power of Attorney (included in Signature Page)