<PAGE>   1
      As filed with the Securities and Exchange Commission on April 29, 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

        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)


                      LCI INTERNATIONAL 401(K) SAVINGS 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 (1)              Offering Price Per          Aggregate Offering          Registration Fee
                                                          Share (2)                   Price (2)
-----------------------------------------------------------------------------------------------------------------------------------
 <S>                          <C>                         <C>                         <C>                         <C>
  Common Stock, par
  value $.01 per share        500,000 Shares              $    15.75                  $   7,875,000               $  2,386.36
===================================================================================================================================
</TABLE>

 (1) In Registration Statement No. 333-2580, the registrant registered 100,000
     shares of common stock and in Registration Statement No. 33-74246, the
     registrant registered 100,000 shares of common stock. All shares are
     reserved for issuance under the LCI International 401(K) Savings Plan. In
     addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the LCI International 401(K) Savings Plan
     described herein.

 (2) Estimated solely for purpose of determining the registration fee based on
     the average of the high and low prices on April 28, 1997 pursuant to Rule
     457(h) of the Securities Act of 1933.


<PAGE>   2


EXPLANATORY NOTE - The contents of Registration Statement No. 33-74246 and No.
333-2580 are incorporated herein by reference pursuant to General Instruction E
to Form S-8.

                                         PART II
                                 INFORMATION REQUIRED IN
                                 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, filed pursuant to Section 13 or 15(d) of the
           Exchange Act.

           (c) The LCI International 401(K) Savings Plan Annual Report on Form
           11-K for the fiscal year ended December 31, 1995.

           (d) 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

           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 

<PAGE>   3

           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


EXHIBIT NO.                                    DESCRIPTION

 5(a)                Legal Opinion of Lee M. Weiner, Vice President and General
                     Counsel.

 5(b)                Internal Revenue Service determination letter.

 23                  Consent of Arthur Andersen LLP.

 99                  LCI International 401(K) Savings Plan.





<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 April 29, 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, Chief                          April 29, 1997  
  H. Brian Thompson                    Executive Officer and Director                        ---------------  
                                       (principal executive officer)                              (Date)    
  /s/ JOSEPH A. LAWRENCE                                                                                    
--------------------------             Senior Vice President                                 April 29, 1997 
  Joseph A. Lawrence                   Finance and Development and                           --------------- 
                                       Chief Financial Officer                                    (Date)    
                                       (principal financial and accounting officer)
  /s/ WILLIAM F. CONNELL               
--------------------------             Director                                               April 29, 1997 
  William F. Connell                                                                          -------------- 
                                                                                                   (Date)    
  /s/ JULIUS W. ERVING, II                                                                                   
--------------------------             Director                                               April 29, 1997 
  Julius W. Erving, II                                                                        -------------- 
                                                                                                   (Date)    
  /s/ DOUGLAS M. KARP                                                                                        
--------------------------             Director                                               April 29, 1997 
  Douglas M. Karp                                                                             -------------- 
                                                                                                   (Date)    
  /s/ GEORGE M. PERRIN                                                                                       
--------------------------             Director                                               April 29, 1997 
  George M. Perrin                                                                            -------------- 
                                                                                                   (Date)    
  /s/ JOHN L. VOGELSTEIN                                                                                     
--------------------------             Director                                               April 29, 1997 
  John L. Vogelstein                                                                          --------------
                                                                                                   (Date)    
  /s/ THOMAS J. WYNNE                                                                                        
--------------------------             President, Chief Operating                             April 29, 1997  
  Thomas J. Wynne                      Officer and Director                                   -------------- 
                                                                                                   (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 April 29, 1997.


                                LCI INTERNATIONAL 401(K) SAVINGS PLAN
                                (Name of Plan)

                                By:   /s/ JOSEPH A. LAWRENCE
                                    --------------------------------------
                                    Joseph A. Lawrence
                                    Senior Vice President Finance
                                    and Corporate Development
                                    and Chief Financial Officer
[{"type": "S-8", "sequence": "1", "description": "LCI INTERNATIONAL FORM S-8.", "secsgml_size_bytes": 26595}]
{"company-data": {"conformed-name": "LCI INTERNATIONAL INC /VA/", "cik": "0000899760", "assigned-sic": "4813", "irs-number": "133498232", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26175", "film-number": "97591524"}, "business-address": {"street1": "8180 GREENSBORO DR STE 800", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "7034420220"}, "mail-address": {"street1": "4650 LAKEHURST COURT", "city": "DUBLIN", "state": "OH", "zip": "43017"}}
1
      As filed with the Securities and Exchange Commission on April 29, 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

        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)

                      LCI INTERNATIONAL 401(K) SAVINGS 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 (1)              Offering Price Per          Aggregate Offering          Registration Fee
                                                          Share (2)                   Price (2)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
  value $.01 per share        500,000 Shares              $    15.75                  $   7,875,000               $  2,386.36
===================================================================================================================================
(1) In Registration Statement No. 333-2580, the registrant registered 100,000
     shares of common stock and in Registration Statement No. 33-74246, the
     registrant registered 100,000 shares of common stock. All shares are
     reserved for issuance under the LCI International 401(K) Savings Plan. In
     addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the LCI International 401(K) Savings Plan
     described herein.

 (2) Estimated solely for purpose of determining the registration fee based on
     the average of the high and low prices on April 28, 1997 pursuant to Rule
     457(h) of the Securities Act of 1933.
2

EXPLANATORY NOTE - The contents of Registration Statement No. 33-74246 and No.
333-2580 are incorporated herein by reference pursuant to General Instruction E
to Form S-8.

                                         PART II
                                 INFORMATION REQUIRED IN
                                 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, filed pursuant to Section 13 or 15(d) of the
           Exchange Act.

           (c) The LCI International 401(K) Savings Plan Annual Report on Form
           11-K for the fiscal year ended December 31, 1995.

           (d) 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

           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
3

           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(a)                Legal Opinion of Lee M. Weiner, Vice President and General
                     Counsel.

 5(b)                Internal Revenue Service determination letter.

 23                  Consent of Arthur Andersen LLP.

 99                  LCI International 401(K) Savings 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 April 29, 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, Chief                          April 29, 1997  
  H. Brian Thompson                    Executive Officer and Director                        ---------------  
                                       (principal executive officer)                              (Date)    
  /s/ JOSEPH A. LAWRENCE                                                                                    
--------------------------             Senior Vice President                                 April 29, 1997 
  Joseph A. Lawrence                   Finance and Development and                           --------------- 
                                       Chief Financial Officer                                    (Date)    
                                       (principal financial and accounting officer)
  /s/ WILLIAM F. CONNELL               
--------------------------             Director                                               April 29, 1997 
  William F. Connell                                                                          -------------- 
                                                                                                   (Date)    
  /s/ JULIUS W. ERVING, II                                                                                   
--------------------------             Director                                               April 29, 1997 
  Julius W. Erving, II                                                                        -------------- 
                                                                                                   (Date)    
  /s/ DOUGLAS M. KARP                                                                                        
--------------------------             Director                                               April 29, 1997 
  Douglas M. Karp                                                                             -------------- 
                                                                                                   (Date)    
  /s/ GEORGE M. PERRIN                                                                                       
--------------------------             Director                                               April 29, 1997 
  George M. Perrin                                                                            -------------- 
                                                                                                   (Date)    
  /s/ JOHN L. VOGELSTEIN                                                                                     
--------------------------             Director                                               April 29, 1997 
  John L. Vogelstein                                                                          --------------
                                                                                                   (Date)    
  /s/ THOMAS J. WYNNE                                                                                        
--------------------------             President, Chief Operating                             April 29, 1997  
  Thomas J. Wynne                      Officer and Director                                   -------------- 
                                                                                                   (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 April 29, 1997.

                                LCI INTERNATIONAL 401(K) SAVINGS PLAN
                                (Name of Plan)

                                By:   /s/ JOSEPH A. LAWRENCE
                                    --------------------------------------
                                    Joseph A. Lawrence
                                    Senior Vice President Finance
                                    and Corporate Development
                                    and Chief Financial Officer