<PAGE>   1
  As filed with the Securities and Exchange Commission on November 10, 1997

                                                             Registration No.

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                -----------------
                             LCI INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)


            Delaware                                       13-3498232     
 -------------------------------                       -------------------
 (State or other jurisdiction of                        (I.R.S. Employer  
 incorporation or organization)                        Identification No.)

             8180 Greensboro Drive, Suite 800, McLean, Virginia 22102
                                -----------------
              (Address of Principal Executive Offices and Zip Code)


                        1997/1998 LCI INTERNATIONAL, INC.
                                STOCK OPTION PLAN

                            ------------------------
                            (Full title of the plan)

                                H. Brian Thompson
                      Chairman and Chief Executive Officer
                             LCI International, Inc.
                        8180 Greensboro Drive, Suite 800
                             McLean, Virginia 22102

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

                     (Name and address of agent for service)

                                 (703) 442-0220
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE

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

-------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                    <C>                         <C>                          <C>
Common Stock, par                                                                                      
value $.01 per share           3,000,000 Shares       $26.69                      $80,070,000                  $24,263.64
===============================================================================================================================
</TABLE>


(1) Estimated solely for purpose of determining the registration fee based on
    the average of the high and low prices on November 3, 1997 pursuant to Rule
    457(h) of the Securities Act of 1933.

<PAGE>   2

                                     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 (the "Commission") are
               incorporated by reference in this Registration Statement, except
               to the extent that any statement or information contained therein
               is modified, superseded or replaced by a statement or information
               contained in any subsequently filed document incorporated herein
               by reference:

               (a)   The description of the Registrant's Common Stock, par value
                     $.01 per share (the "Common Stock"), contained in the
                     Registrant's registration statement on Form 8-A filed under
                     the Securities Exchange Act of 1934 (the "Exchange Act")
                     and any amendments or reports filed for the purpose of
                     updating such description.

               (b)   The Registrant's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1996 (as amended by the Form 10K/A
                     filed on June 6, 1997) filed pursuant to Section 13 or 
                     15(d) of the Exchange Act.

               (c)   The Registrant's Quarterly Reports on Form 10-Q for the 
                     quarters ended March 31, 1997 (as amended by the Form 
                     10-Q/A filed on June 17, 1997) and June 30, 1997.

               (d)   The Registrant's Current Report on Form 8-K dated January
                     23, 1997, June 6, 1997, June 17, 1997, June 20, 1997, June
                     26, 1997, and September 23, 1997.

               (e)   All documents subsequently filed by the Registrant pursuant
                     to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
                     prior to the filing of a post-effective amendment to the
                     Registration Statement which indicates that all securities
                     offered hereby have been sold or which deregisters all such
                     securities remaining unsold.

4              DESCRIPTION OF SECURITIES

               Not applicable

5              INTERESTS OF NAMED EXPERTS AND COUNSEL

               Lee M. Weiner, whose legal opinion is filed as an exhibit hereto,
               is Vice President and General Counsel of the Registrant.

6              INDEMNIFICATION OF DIRECTORS AND OFFICERS
<PAGE>   3

               Section 145 of the Delaware General Corporation Law ("DGCL")
               empowers a Delaware corporation to 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,
               whether civil, criminal, administrative or investigative (other
               than an action by or in the right of such corporation) by reason
               of the fact that such person is or was a director, officer,
               employee or agent of such corporation, or is or was serving at
               the request of such corporation as a director, officer, employee
               or agent of another corporation or enterprise. A corporation may
               indemnify such person against expenses (including attorneys'
               fees), judgments, fines and amounts paid in settlement actually
               and reasonably incurred by such person in connection with such
               action, suit or proceeding if he acted in good faith and in a
               manner he reasonably believed to be in or not opposed to the best
               interests of the corporation, and, with respect to any criminal
               action or proceeding, had no reasonable cause to believe his
               conduct was unlawful. A corporation may, in advance of the final
               disposition of any civil, criminal, administrative or
               investigative action, suit or proceeding, pay the expenses
               (including attorneys' fees) incurred by any officer or director
               in defending such action, provided that the director or officer
               undertake to repay such amount if it shall be ultimately
               determined that he is not entitled to be indemnified by the
               corporation.

               A Delaware corporation may indemnify officers and directors in an
               action by or in the right of the corporation to procure a
               judgment in its favor under the same conditions, except that no
               indemnification is permitted without judicial approval if the
               officer or director is adjudged to be liable to the corporation.
               Where an officer or director is successful on the merits or
               otherwise in the defense of any action referred to above, the
               corporation must indemnify him against the expenses (including
               attorneys' fees) which he actually and reasonably incurred in
               connection therewith. The indemnification provided is not deemed
               to be exclusive of any other rights to which an officer or
               director may be entitled under any corporation's by-laws,
               agreement, vote or otherwise.

               Article X of the Amended and Restated Certificate of
               Incorporation of LCI International, Inc. reads as follows:

               1. A director of the Corporation shall not be personally liable
               to the Corporation or its stockholders for monetary damages for
               breach of fiduciary duty as a director, except for liability (i)
               for any breach of the director's duty of loyalty to the
               Corporation or its stockholders, (ii) for acts or omissions not
               in good faith or which involve intentional misconduct or a
               knowing violation of law, (iii) under Section 174 of the Delaware
               General Corporation Law, or (iv) for any transaction from which
               the director derived any improper personal benefit. If the
               Delaware General Corporation Law is amended after approval by the
               stockholders of this Article to authorize corporate action
               further eliminating or limiting the personal liability of
               directors, then the liability of a director of the Corporation
               shall be eliminated or limited to the fullest extent permitted by
               the Delaware General Corporation Law, as so amended.

<PAGE>   4
               2. (a) Each person who was or is made a party or is threatened to
               be made a party to or is otherwise involved in any threatened,
               pending or completed action, suit or proceeding, whether civil,
               criminal, administrative or investigative (hereinafter a
               "proceeding") (including an action by or in the right of the
               Corporation), by reason of the fact that he is or was serving as
               a director or officer of the Corporation (or is or was serving at
               the request of the Corporation in a similar capacity with another
               entity, including employee benefit plans), shall be indemnified
               and held harmless by the Corporation to the fullest extent
               authorized by the Delaware General Corporation Law. This
               indemnification will cover all expense, liability and loss
               (including attorneys' fees, judgments, fines, ERISA excise taxes
               or penalties and settlement amounts) reasonably incurred by the
               director or officer in connection with a proceeding. All such
               indemnification shall continue as to a director or officer who
               has ceased to be a director or officer and shall continue to the
               benefit of such director's or officer's heirs, executors and
               administrators. Except as provided in paragraph (b) hereof with
               respect to proceedings to enforce rights to indemnification, the
               Corporation shall indemnify any such director or officer only if
               such proceeding was authorized by the Board of Directors of the
               Corporation. The right to indemnification conferred by this
               Section shall be a contract right and shall include the right to
               be paid by the Corporation the expenses incurred in defending any
               such proceeding in advance of its final disposition (hereinafter
               an "advancement of expenses"). If the Delaware General
               Corporation Law requires, an advancement of expenses incurred by
               a director in his capacity as a director or an officer in his
               capacity as an officer shall be made only upon delivery to the
               Corporation of an undertaking by such director or officer to
               repay all amounts so advanced if it is ultimately determined by
               final judicial decision that such director or officer is not
               entitled to be indemnified for such expenses under this Section
               or otherwise (hereinafter an "undertaking").

               (b) If a claim under paragraph (a) of this Section is not paid in
               full by the Corporation within ninety days after receipt of a
               written claim, the director or officer may bring suit against the
               Corporation to recover the unpaid amount. (In the case of a claim
               for advancement of expenses, the applicable period will be twenty
               days.) If successful in any such suit, the director or officer
               will also be entitled to be paid the expense of prosecuting such
               suit. In any suit brought by the director or officer to enforce a
               right to indemnification hereunder (but not in a suit brought by
               the director or officer to enforce a right to an advancement of
               expenses) it shall be a defense that the director or officer has
               not met the applicable standard of conduct under the Delaware
               General Corporation Law. In any suit by the Corporation to
               recover an advancement of expenses pursuant to the terms of an
               undertaking, it shall be entitled to recover such expenses upon a
               final adjudication that the director or officer has not met the
               applicable standard of conduct set forth in the Delaware General
               Corporation Law. Neither the failure of the Board of Directors of
               the Corporation to determine prior to the commencement of such
               suit that the director or officer has met the applicable standard
               of conduct for indemnification set forth in the Delaware General
               Corporation Law, nor an actual determination by the Board of
               Directors of the Corporation that the director or officer has not
               met such applicable standard of conduct, shall create a
               presumption that the director or officer has not met the
               applicable standard of conduct or, in the case of such a suit
               brought by the director or officer, be a defense to such suit. In
               any suit brought by the director or officer to enforce a right
               hereunder, or by the Corporation to recover an advancement of
               expenses pursuant to the terms of an undertaking, the burden of
               proving that the director or officer is not entitled to be

<PAGE>   5
               indemnified or to such advancement of expenses under this Section
               or otherwise shall be on the Corporation.

               (c) The rights to indemnification and to the advancement of
               expenses conferred in this Section will not be exclusive of any
               other right which any person may have or hereafter acquire under
               any statute, this Amended and Restated Certificate of
               Incorporation, by-law, agreement, vote of stockholders or
               disinterested directors or otherwise.

               (d) The Corporation may maintain insurance, at its expense, to
               protect itself and any director, officer, employee or agent of
               the Corporation or other entity against any expense, liability or
               loss, whether or not the Corporation would have the power to
               indemnify such person under the Delaware General Corporation Law.

               (e) The Corporation may, if authorized by the Board of Directors,
               grant rights to indemnification and to the advancement of
               expenses to any employee or agent of the Corporation to the same
               extent as for directors and officers of the Corporation.

               The Registrant maintains a directors' and officers' liability
               insurance policy. As Warburg, Pincus Capital Company, L.P.
               ("Warburg") nominees to the Board of Directors of the Registrant,
               Messrs. Vogelstein and Karp are entitled to indemnification by
               Warburg for liabilities incurred in connection with acting on
               behalf of Warburg.

7              EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable

8              EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT NO.                      DESCRIPTION
-----------                      -----------
<S>       <C>
  5       Legal Opinion of Lee M. Weiner, Vice President and General Counsel.

  23      Consent of Arthur Andersen LLP.

  99      1997/1998 LCI International, Inc. Stock Option Plan.
</TABLE>

<PAGE>   6
9              UNDERTAKINGS

               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;
                   
                   (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 (l)(i) and (l)(ii) above do
               not apply if 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.

               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 Section l5 (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.

               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.
<PAGE>   7
               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>   8
                                   SIGNATURES

The Registrant. 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 the City of McLean, Commonwealth of Virginia, on November 10,
1997.

                                      LCI INTERNATIONAL, INC.

                                      By: /s/ H. Brian Thompson
                                          ------------------------------------
                                          H. Brian Thompson
                                          Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<S>                               <C>                                                         <C>
/s/ H. Brian Thompson             Chairman of the Board                                       November 10, 1997
---------------------             Chief Executive Officer and Director                        ----------------
    H. Brian Thompson             (principal executive officer)                                    (Date)
                                                                      

/s/ Joseph A. Lawrence            Executive Vice President                                    November 10, 1997
----------------------            and Chief Financial Officer                                 ----------------
    Joseph A. Lawrence            (principal financial and accounting officer)                     (Date)
                                                                              

/s/ Richard E. Cavanagh           Director                                                    November 10, 1997
-----------------------                                                                       ----------------
    Richard E. Cavanagh                                                                            (Date)


/s/ William F. Connell            Director                                                    November 10, 1997
----------------------                                                                        ----------------
    William F. Connell                                                                             (Date)


/s/ Julius W. Erving, II          Director                                                    November 10, 1997
-------------------------                                                                     ----------------
    Julius W. Erving, II                                                                           (Date)


/s/ Douglas M. Karp               Director                                                    November 10, 1997
-------------------                                                                           ----------------
    Douglas M. Karp                                                                                (Date)


/s/ George M. Perrin              Director                                                    November 10, 1997
--------------------                                                                          ----------------
    George M. Perrin                                                                               (Date)


/s/ John L. Vogelstein            Director                                                    November 10, 1997
----------------------                                                                        ----------------
    John L. Vogelstein                                                                             (Date)
</TABLE>


<PAGE>   9
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of McLean, Commonwealth of
Virginia, on November 10, 1997.


                                  1997/1998 LCI International, Inc. 
                                  Stock Option Plan
                                 
                                  By: /s/ Joseph A. Lawrence
                                      -------------------------------
                                      Joseph A. Lawrence
                                      Executive Vice President
                                      and Chief Financial Officer
[{"type": "S-8", "sequence": "1", "description": "LCI INTERNATIONAL INC. FORM S-8", "secsgml_size_bytes": 26792}]
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1
  As filed with the Securities and Exchange Commission on November 10, 1997

                                                             Registration No.

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                -----------------
                             LCI INTERNATIONAL, INC.
               (Exact name of issuer as specified in its charter)

            Delaware                                       13-3498232     
 -------------------------------                       -------------------
 (State or other jurisdiction of                        (I.R.S. Employer  
 incorporation or organization)                        Identification No.)

             8180 Greensboro Drive, Suite 800, McLean, Virginia 22102
                                -----------------
              (Address of Principal Executive Offices and Zip Code)

                        1997/1998 LCI INTERNATIONAL, INC.
                                STOCK OPTION PLAN

                            ------------------------
                            (Full title of the plan)

                                H. Brian Thompson
                      Chairman and Chief Executive Officer
                             LCI International, Inc.
                        8180 Greensboro Drive, Suite 800
                             McLean, Virginia 22102

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

                     (Name and address of agent for service)

                                 (703) 442-0220
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

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

-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                                                                                      
value $.01 per share           3,000,000 Shares       $26.69                      $80,070,000                  $24,263.64
===============================================================================================================================
(1) Estimated solely for purpose of determining the registration fee based on
    the average of the high and low prices on November 3, 1997 pursuant to Rule
    457(h) of the Securities Act of 1933.
2

                                     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 (the "Commission") are
               incorporated by reference in this Registration Statement, except
               to the extent that any statement or information contained therein
               is modified, superseded or replaced by a statement or information
               contained in any subsequently filed document incorporated herein
               by reference:

               (a)   The description of the Registrant's Common Stock, par value
                     $.01 per share (the "Common Stock"), contained in the
                     Registrant's registration statement on Form 8-A filed under
                     the Securities Exchange Act of 1934 (the "Exchange Act")
                     and any amendments or reports filed for the purpose of
                     updating such description.

               (b)   The Registrant's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1996 (as amended by the Form 10K/A
                     filed on June 6, 1997) filed pursuant to Section 13 or 
                     15(d) of the Exchange Act.

               (c)   The Registrant's Quarterly Reports on Form 10-Q for the 
                     quarters ended March 31, 1997 (as amended by the Form 
                     10-Q/A filed on June 17, 1997) and June 30, 1997.

               (d)   The Registrant's Current Report on Form 8-K dated January
                     23, 1997, June 6, 1997, June 17, 1997, June 20, 1997, June
                     26, 1997, and September 23, 1997.

               (e)   All documents subsequently filed by the Registrant pursuant
                     to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
                     prior to the filing of a post-effective amendment to the
                     Registration Statement which indicates that all securities
                     offered hereby have been sold or which deregisters all such
                     securities remaining unsold.

4              DESCRIPTION OF SECURITIES

               Not applicable

5              INTERESTS OF NAMED EXPERTS AND COUNSEL

               Lee M. Weiner, whose legal opinion is filed as an exhibit hereto,
               is Vice President and General Counsel of the Registrant.

6              INDEMNIFICATION OF DIRECTORS AND OFFICERS
3

               Section 145 of the Delaware General Corporation Law ("DGCL")
               empowers a Delaware corporation to 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,
               whether civil, criminal, administrative or investigative (other
               than an action by or in the right of such corporation) by reason
               of the fact that such person is or was a director, officer,
               employee or agent of such corporation, or is or was serving at
               the request of such corporation as a director, officer, employee
               or agent of another corporation or enterprise. A corporation may
               indemnify such person against expenses (including attorneys'
               fees), judgments, fines and amounts paid in settlement actually
               and reasonably incurred by such person in connection with such
               action, suit or proceeding if he acted in good faith and in a
               manner he reasonably believed to be in or not opposed to the best
               interests of the corporation, and, with respect to any criminal
               action or proceeding, had no reasonable cause to believe his
               conduct was unlawful. A corporation may, in advance of the final
               disposition of any civil, criminal, administrative or
               investigative action, suit or proceeding, pay the expenses
               (including attorneys' fees) incurred by any officer or director
               in defending such action, provided that the director or officer
               undertake to repay such amount if it shall be ultimately
               determined that he is not entitled to be indemnified by the
               corporation.

               A Delaware corporation may indemnify officers and directors in an
               action by or in the right of the corporation to procure a
               judgment in its favor under the same conditions, except that no
               indemnification is permitted without judicial approval if the
               officer or director is adjudged to be liable to the corporation.
               Where an officer or director is successful on the merits or
               otherwise in the defense of any action referred to above, the
               corporation must indemnify him against the expenses (including
               attorneys' fees) which he actually and reasonably incurred in
               connection therewith. The indemnification provided is not deemed
               to be exclusive of any other rights to which an officer or
               director may be entitled under any corporation's by-laws,
               agreement, vote or otherwise.

               Article X of the Amended and Restated Certificate of
               Incorporation of LCI International, Inc. reads as follows:

               1. A director of the Corporation shall not be personally liable
               to the Corporation or its stockholders for monetary damages for
               breach of fiduciary duty as a director, except for liability (i)
               for any breach of the director's duty of loyalty to the
               Corporation or its stockholders, (ii) for acts or omissions not
               in good faith or which involve intentional misconduct or a
               knowing violation of law, (iii) under Section 174 of the Delaware
               General Corporation Law, or (iv) for any transaction from which
               the director derived any improper personal benefit. If the
               Delaware General Corporation Law is amended after approval by the
               stockholders of this Article to authorize corporate action
               further eliminating or limiting the personal liability of
               directors, then the liability of a director of the Corporation
               shall be eliminated or limited to the fullest extent permitted by
               the Delaware General Corporation Law, as so amended.
4
               2. (a) Each person who was or is made a party or is threatened to
               be made a party to or is otherwise involved in any threatened,
               pending or completed action, suit or proceeding, whether civil,
               criminal, administrative or investigative (hereinafter a
               "proceeding") (including an action by or in the right of the
               Corporation), by reason of the fact that he is or was serving as
               a director or officer of the Corporation (or is or was serving at
               the request of the Corporation in a similar capacity with another
               entity, including employee benefit plans), shall be indemnified
               and held harmless by the Corporation to the fullest extent
               authorized by the Delaware General Corporation Law. This
               indemnification will cover all expense, liability and loss
               (including attorneys' fees, judgments, fines, ERISA excise taxes
               or penalties and settlement amounts) reasonably incurred by the
               director or officer in connection with a proceeding. All such
               indemnification shall continue as to a director or officer who
               has ceased to be a director or officer and shall continue to the
               benefit of such director's or officer's heirs, executors and
               administrators. Except as provided in paragraph (b) hereof with
               respect to proceedings to enforce rights to indemnification, the
               Corporation shall indemnify any such director or officer only if
               such proceeding was authorized by the Board of Directors of the
               Corporation. The right to indemnification conferred by this
               Section shall be a contract right and shall include the right to
               be paid by the Corporation the expenses incurred in defending any
               such proceeding in advance of its final disposition (hereinafter
               an "advancement of expenses"). If the Delaware General
               Corporation Law requires, an advancement of expenses incurred by
               a director in his capacity as a director or an officer in his
               capacity as an officer shall be made only upon delivery to the
               Corporation of an undertaking by such director or officer to
               repay all amounts so advanced if it is ultimately determined by
               final judicial decision that such director or officer is not
               entitled to be indemnified for such expenses under this Section
               or otherwise (hereinafter an "undertaking").

               (b) If a claim under paragraph (a) of this Section is not paid in
               full by the Corporation within ninety days after receipt of a
               written claim, the director or officer may bring suit against the
               Corporation to recover the unpaid amount. (In the case of a claim
               for advancement of expenses, the applicable period will be twenty
               days.) If successful in any such suit, the director or officer
               will also be entitled to be paid the expense of prosecuting such
               suit. In any suit brought by the director or officer to enforce a
               right to indemnification hereunder (but not in a suit brought by
               the director or officer to enforce a right to an advancement of
               expenses) it shall be a defense that the director or officer has
               not met the applicable standard of conduct under the Delaware
               General Corporation Law. In any suit by the Corporation to
               recover an advancement of expenses pursuant to the terms of an
               undertaking, it shall be entitled to recover such expenses upon a
               final adjudication that the director or officer has not met the
               applicable standard of conduct set forth in the Delaware General
               Corporation Law. Neither the failure of the Board of Directors of
               the Corporation to determine prior to the commencement of such
               suit that the director or officer has met the applicable standard
               of conduct for indemnification set forth in the Delaware General
               Corporation Law, nor an actual determination by the Board of
               Directors of the Corporation that the director or officer has not
               met such applicable standard of conduct, shall create a
               presumption that the director or officer has not met the
               applicable standard of conduct or, in the case of such a suit
               brought by the director or officer, be a defense to such suit. In
               any suit brought by the director or officer to enforce a right
               hereunder, or by the Corporation to recover an advancement of
               expenses pursuant to the terms of an undertaking, the burden of
               proving that the director or officer is not entitled to be
5
               indemnified or to such advancement of expenses under this Section
               or otherwise shall be on the Corporation.

               (c) The rights to indemnification and to the advancement of
               expenses conferred in this Section will not be exclusive of any
               other right which any person may have or hereafter acquire under
               any statute, this Amended and Restated Certificate of
               Incorporation, by-law, agreement, vote of stockholders or
               disinterested directors or otherwise.

               (d) The Corporation may maintain insurance, at its expense, to
               protect itself and any director, officer, employee or agent of
               the Corporation or other entity against any expense, liability or
               loss, whether or not the Corporation would have the power to
               indemnify such person under the Delaware General Corporation Law.

               (e) The Corporation may, if authorized by the Board of Directors,
               grant rights to indemnification and to the advancement of
               expenses to any employee or agent of the Corporation to the same
               extent as for directors and officers of the Corporation.

               The Registrant maintains a directors' and officers' liability
               insurance policy. As Warburg, Pincus Capital Company, L.P.
               ("Warburg") nominees to the Board of Directors of the Registrant,
               Messrs. Vogelstein and Karp are entitled to indemnification by
               Warburg for liabilities incurred in connection with acting on
               behalf of Warburg.

7              EXEMPTION FROM REGISTRATION CLAIMED

               Not Applicable

8              EXHIBITS
EXHIBIT NO.                      DESCRIPTION
-----------                      -----------
5       Legal Opinion of Lee M. Weiner, Vice President and General Counsel.

  23      Consent of Arthur Andersen LLP.

  99      1997/1998 LCI International, Inc. Stock Option Plan.
6
9              UNDERTAKINGS

               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;
                   
                   (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 (l)(i) and (l)(ii) above do
               not apply if 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.

               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 Section l5 (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.

               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.
7
               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.
8
                                   SIGNATURES

The Registrant. 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 the City of McLean, Commonwealth of Virginia, on November 10,
1997.

                                      LCI INTERNATIONAL, INC.

                                      By: /s/ H. Brian Thompson
                                          ------------------------------------
                                          H. Brian Thompson
                                          Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
/s/ H. Brian Thompson             Chairman of the Board                                       November 10, 1997
---------------------             Chief Executive Officer and Director                        ----------------
    H. Brian Thompson             (principal executive officer)                                    (Date)
                                                                      

/s/ Joseph A. Lawrence            Executive Vice President                                    November 10, 1997
----------------------            and Chief Financial Officer                                 ----------------
    Joseph A. Lawrence            (principal financial and accounting officer)                     (Date)
                                                                              

/s/ Richard E. Cavanagh           Director                                                    November 10, 1997
-----------------------                                                                       ----------------
    Richard E. Cavanagh                                                                            (Date)

/s/ William F. Connell            Director                                                    November 10, 1997
----------------------                                                                        ----------------
    William F. Connell                                                                             (Date)

/s/ Julius W. Erving, II          Director                                                    November 10, 1997
-------------------------                                                                     ----------------
    Julius W. Erving, II                                                                           (Date)

/s/ Douglas M. Karp               Director                                                    November 10, 1997
-------------------                                                                           ----------------
    Douglas M. Karp                                                                                (Date)

/s/ George M. Perrin              Director                                                    November 10, 1997
--------------------                                                                          ----------------
    George M. Perrin                                                                               (Date)

/s/ John L. Vogelstein            Director                                                    November 10, 1997
----------------------                                                                        ----------------
    John L. Vogelstein                                                                             (Date)
9
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of McLean, Commonwealth of
Virginia, on November 10, 1997.

                                  1997/1998 LCI International, Inc. 
                                  Stock Option Plan
                                 
                                  By: /s/ Joseph A. Lawrence
                                      -------------------------------
                                      Joseph A. Lawrence
                                      Executive Vice President
                                      and Chief Financial Officer