As filed with the Securities and Exchange Commission
                              on December 23, 1997

                                                            Registration No. 333

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                     AMERICAN COMMUNICATIONS SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                    DELAWARE                       52-1947746
             (State or other juris-             (I.R.S. Employer
            diction of incorporation           Identification No.)
                or organization)

                          131 National Business Parkway
                       Annapolis Junction, Maryland 20701
                                 (301) 617-4200
               (Address of Principal Executive Offices) (Zip Code)

                       1994 Stock Option Plan, as amended
                            (Full title of the plan)


                              Riley M. Murphy, Esq.
                     American Communications Services, Inc.
                          131 National Business Parkway
                       Annapolis Junction, Maryland 20701
                                 (301) 617-4215
               (Name and address of agent for service of process)

                                   copies to:

                             Kevin T. Collins, Esq.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                            New York, New York 10177
                                 (212) 415-9200


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=====================================================================================================================
   Title of Each Class of        Amount of            Proposed                Proposed               Amount of
      Securities to be         Shares to be       Maximum Offering            Aggregate          Registration Fee
         Registered             Registered       Price Per Share (1)     Offering Price (2)
---------------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                   <C>                     <C>      
Common Stock $.01 par
value per Share......           2,000,000              $11.563               $23,126,000             $6,822.17
=====================================================================================================================

</TABLE>



     (1)  This is an average price determined by dividing the proposed Aggregate
          Offering Price by the Amount of Shares to be Registered.

     (2)  Estimated  solely for the purpose of calculating the  registration fee
          in  accordance  with Rule  457(c) of the  Securities  Act of 1933,  as
          amended  (the  "Act")  based upon the average of the bid and ask price
          for the Common Stock,  par value $.01 (the "Common Stock") as reported
          by the National  Association of Securities Dealers Automated Quotation
          System on December 19, 1997.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The following  documents  previously  filed with the SEC (File No. 0-25314)
are hereby incorporated by reference into this Prospectus:

          (i) the  Company's  Annual  Report on Form  10-KSB for the fiscal year
     ended June 30, 1996;

          (ii) the Company's  Annual Report on Form 10-KSB/A for the fiscal year
     ended June 30, 1996;

          (iii) the  Company's  Transition  Report on Form 10-KSB for the fiscal
     period from July 1, 1996 to December 31, 1996;

          (iv) the Company's  Transition  Report on Form 10-KSB/A for the fiscal
     period from July 1, 1996 to December 31, 1996;

          (v) the Company's  Quarterly  Reports on Form 10-QSB for the quarterly
     periods ended March 31, June 30 and September 30, 1997;

          (vi) the Company's Current Reports on Form 8-K, dated January 8, 1997,
     January 9, 1997,  February  7, 1997,  July 29,  1997,  October 24, 1997 and
     November 7, 1997; and

          (vii) the  description of the Company's  Common Stock contained in its
     registration statement on Form 8-A filed with the SEC on December 23, 1994,
     including any  amendments or reports filed for the purpose of updating such
     description.

All  documents  subsequently  filed by the Company  pursuant  to Section  13(a),
13(c),  14 or 15(d) of the Exchange Act prior to the termination of the Offering
shall be deemed to be incorporated by reference  herein and shall be part hereof
from the date of filing thereof.


Item 4.   Description of Securities.

     Not Applicable.

                                      II-2


<PAGE>



Item 5.   Interests of Named Experts and Counsel.

      Not Applicable.

Item 6.   Indemnification of Officers and Directors.

     The Second Restated  Certificate of Incorporation  provides that a director
of the Company will not be personally liable for monetary damages to the Company
or its  stockholders  for breach of  fiduciary  duty as a  director,  except for
liability,  (i) for any breach of the director's  duty of loyalty to the Company
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of  dividends  or  unlawful  payments of  dividends  or unlawful  stock
repurchases  or  redemption  as provided in Section 174 of the Delaware  General
Corporation  Law  ("DGCL") or (iv) for any  transaction  from which the director
derived an improper personal benefit.

     The Second  Restated  Certificate  of  Incorporation  and the  Amended  and
Restated  By-laws further provide that directors and officers of the Company (as
well as agents and  employees  of the  Company at the  discretion  of the Board)
shall, to the fullest extent authorized by the DGCL or any other applicable laws
then in effect, be indemnified against liabilities arising from their service as
directors and officers. The Company has entered into indemnification  agreements
with each of its executive  officers and directors to reimburse them for certain
liabilities  incurred in  connection  with the  performance  of their  fiduciary
duties.

     Section 145 of the DGCL empowers a 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 the corporation) by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him 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.

     Section 145 also empowers a 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 or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above,


                                      II-3

<PAGE>



against expenses (including attorneys' fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted under similar  standards,  except that no  indemnification  may be made in
respect  of any  claim,  issue or matter as to which  such  person is fairly and
reasonably  entitled to indemnity for such expenses  which the Delaware Court of
Chancery or such other court shall deem proper.

     Section  145  further  provides  that to the  extent a  director,  officer,
employee or agent of a  corporation  has been  successful  in the defense of any
action,  suit or  proceeding  referred  to above or in the defense of any claim,
issue or matter therein,  he shall be indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith,  that indemnification provided for by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the  corporation  is empowered  to purchase  and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation  against any liability  asserted against him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under Section 145.

     Insofar as indemnification for liabilities arising under the Securities Act
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 Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of 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  Securities  Act and will be  governed by the final
adjudication of such issue.



                                      II-4

<PAGE>



Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

     The following are filed as exhibits or  incorporated by reference into this
Registration Statement:

                                                                  Exhibit No. or
Exhibit                                                           Incorporation
 Number           Description                                      by Reference
 ------           -----------                                      ------------

5.1       Opinion of Dorsey & Whitney LLP                              E-1

23.1      Consent of Dorsey & Whitney LLP
          (contained in opinion filed as Exhibit 5.1)

23.2      Consent of KPMG Peat Marwick LLP                             E-2

24.1      Power of Attorney                                              *


*         Powers of attorney are contained in signatures.


                                      II-5



<PAGE>



Item 9.   Undertakings.

          (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to the 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 this  Registration  Statement;
               notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously  disclosed  in  this
               Registration Statement or any material change to such information
               in this Registration Statement;

                    provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the  Registration  Statement  is on Form S-8, and
               the  information  required  to be  included  in a  post-effective
               amendment by those  paragraphs  is contained in periodic  reports
               filed by the  Registrant  pursuant to section 13 or section 15(d)
               of the Securities  Exchange Act of 1934 that are  incorporated by
               reference in the Registration Statement.

               (2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the 

                                      II-6

<PAGE>

     termination of the offering.

          (b)  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 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 herein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

          (c) That, 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  Securities  Act of 1933  and is,  therefore,
     unenforceable.  In the event that a claim for indemnification  against such
     liabilities  (other than the payment by the Registrant of expenses incurred
     or paid by a director,  officer or controlling  person of the Registrant in
     the  successful  defense of any action,  suit or proceeding) is asserted by
     such  director,  officer  or  controlling  person  in  connection  with the
     securities being registered,  the Registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a  court  of   appropriate   jurisdiction   the   question   whether   such
     indemnification  by it  is  against  public  policy  as  expressed  in  the
     Securities  Act of 1933 and will be governed by the final  adjudication  of
     such issue.


                                      II-7



<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  of  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 Annapolis Junction,  State of Maryland,  on December
22, 1997.

                                              AMERICAN COMMUNICATIONS
                                                 SERVICES,  INC.
                                              (Registrant)



                                              By:  /s/ Jack E. Reich
                                              -------------------------
                                              Jack E. Reich, President and Chief
                                               Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints Jack E. Reich and David L. Piazza as true
and lawful  attorneys-in-fact and agents, each acting alone, with full powers of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement  and to file  the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done,  in and about the  premises,  as fully to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.





<PAGE>



                  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 dates indicated.


   /s/  Anthony J. Pompliano   Chairman of the
-----------------------------
Anthony J. Pompliano           Board of Directors              December 22 ,1997


   /s/  Jack E. Reich          President and Chief             December 22, 1997
-----------------------------
Jack E. Reich                  Executive Officer,
                               (Principal Executive Officer)
                               and Director


   /s/ David L. Piazza         Executive Vice President,       December 22, 1997
-----------------------------
David L. Piazza                Chief Financial Officer
                               and Chief Operating Officer
                               (Principal Accounting
                               Officer)


                               Director                        December__ ,1997 
-----------------------------  
George M. Middlemas


   /s/ Edwin M. Banks          Director                        December 22, 1997
-----------------------------
Edwin M. Banks


   /s/ Christopher L. Rafferty Director                        December 22, 1997
-----------------------------
Christopher L. Rafferty


   /s/ Benjamin P. Giess       Director                        December 22, 1997
-----------------------------
Benjamin P. Giess


   /s/ Oliver L. Trouveroy     Director                        December 22, 1997
-----------------------------
Olivier L. Trouveroy


-----------------------------  Director                        December __, 1997
Peter C. Bentz
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20634}]
{"company-data": {"conformed-name": "AMERICAN COMMUNICATIONS SERVICES INC", "cik": "0000932140", "assigned-sic": "4813", "irs-number": "521947746", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43069", "film-number": "97743270"}, "business-address": {"street1": "131 NATIONAL BUSINESS PKWY", "street2": "STE 100", "city": "ANNAPOLIS JUNCTION", "state": "MD", "zip": "20701", "phone": "3106174200"}, "mail-address": {"street1": "131 NATIONAL BUSINESS PARKWAY", "street2": "131 NATIONAL BUSINESS PARKWAY", "city": "ANNAPOLIS JUNCTION", "state": "MD", "zip": "20701"}}
As filed with the Securities and Exchange Commission
                              on December 23, 1997

                                                            Registration No. 333

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                     AMERICAN COMMUNICATIONS SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                    DELAWARE                       52-1947746
             (State or other juris-             (I.R.S. Employer
            diction of incorporation           Identification No.)
                or organization)

                          131 National Business Parkway
                       Annapolis Junction, Maryland 20701
                                 (301) 617-4200
               (Address of Principal Executive Offices) (Zip Code)

                       1994 Stock Option Plan, as amended
                            (Full title of the plan)

                              Riley M. Murphy, Esq.
                     American Communications Services, Inc.
                          131 National Business Parkway
                       Annapolis Junction, Maryland 20701
                                 (301) 617-4215
               (Name and address of agent for service of process)

                                   copies to:

                             Kevin T. Collins, Esq.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                            New York, New York 10177
                                 (212) 415-9200

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
   Title of Each Class of        Amount of            Proposed                Proposed               Amount of
      Securities to be         Shares to be       Maximum Offering            Aggregate          Registration Fee
         Registered             Registered       Price Per Share (1)     Offering Price (2)
---------------------------------------------------------------------------------------------------------------------
Common Stock $.01 par
value per Share......           2,000,000              $11.563               $23,126,000             $6,822.17
=====================================================================================================================
(1)  This is an average price determined by dividing the proposed Aggregate
          Offering Price by the Amount of Shares to be Registered.

     (2)  Estimated  solely for the purpose of calculating the  registration fee
          in  accordance  with Rule  457(c) of the  Securities  Act of 1933,  as
          amended  (the  "Act")  based upon the average of the bid and ask price
          for the Common Stock,  par value $.01 (the "Common Stock") as reported
          by the National  Association of Securities Dealers Automated Quotation
          System on December 19, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The following  documents  previously  filed with the SEC (File No. 0-25314)
are hereby incorporated by reference into this Prospectus:

          (i) the  Company's  Annual  Report on Form  10-KSB for the fiscal year
     ended June 30, 1996;

          (ii) the Company's  Annual Report on Form 10-KSB/A for the fiscal year
     ended June 30, 1996;

          (iii) the  Company's  Transition  Report on Form 10-KSB for the fiscal
     period from July 1, 1996 to December 31, 1996;

          (iv) the Company's  Transition  Report on Form 10-KSB/A for the fiscal
     period from July 1, 1996 to December 31, 1996;

          (v) the Company's  Quarterly  Reports on Form 10-QSB for the quarterly
     periods ended March 31, June 30 and September 30, 1997;

          (vi) the Company's Current Reports on Form 8-K, dated January 8, 1997,
     January 9, 1997,  February  7, 1997,  July 29,  1997,  October 24, 1997 and
     November 7, 1997; and

          (vii) the  description of the Company's  Common Stock contained in its
     registration statement on Form 8-A filed with the SEC on December 23, 1994,
     including any  amendments or reports filed for the purpose of updating such
     description.

All  documents  subsequently  filed by the Company  pursuant  to Section  13(a),
13(c),  14 or 15(d) of the Exchange Act prior to the termination of the Offering
shall be deemed to be incorporated by reference  herein and shall be part hereof
from the date of filing thereof.

Item 4.   Description of Securities.

     Not Applicable.

                                      II-2
Item 5.   Interests of Named Experts and Counsel.

      Not Applicable.

Item 6.   Indemnification of Officers and Directors.

     The Second Restated  Certificate of Incorporation  provides that a director
of the Company will not be personally liable for monetary damages to the Company
or its  stockholders  for breach of  fiduciary  duty as a  director,  except for
liability,  (i) for any breach of the director's  duty of loyalty to the Company
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of  dividends  or  unlawful  payments of  dividends  or unlawful  stock
repurchases  or  redemption  as provided in Section 174 of the Delaware  General
Corporation  Law  ("DGCL") or (iv) for any  transaction  from which the director
derived an improper personal benefit.

     The Second  Restated  Certificate  of  Incorporation  and the  Amended  and
Restated  By-laws further provide that directors and officers of the Company (as
well as agents and  employees  of the  Company at the  discretion  of the Board)
shall, to the fullest extent authorized by the DGCL or any other applicable laws
then in effect, be indemnified against liabilities arising from their service as
directors and officers. The Company has entered into indemnification  agreements
with each of its executive  officers and directors to reimburse them for certain
liabilities  incurred in  connection  with the  performance  of their  fiduciary
duties.

     Section 145 of the DGCL empowers a 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 the corporation) by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him 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.

     Section 145 also empowers a 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 or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above,

                                      II-3
against expenses (including attorneys' fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted under similar  standards,  except that no  indemnification  may be made in
respect  of any  claim,  issue or matter as to which  such  person is fairly and
reasonably  entitled to indemnity for such expenses  which the Delaware Court of
Chancery or such other court shall deem proper.

     Section  145  further  provides  that to the  extent a  director,  officer,
employee or agent of a  corporation  has been  successful  in the defense of any
action,  suit or  proceeding  referred  to above or in the defense of any claim,
issue or matter therein,  he shall be indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith,  that indemnification provided for by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the  corporation  is empowered  to purchase  and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation  against any liability  asserted against him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under Section 145.

     Insofar as indemnification for liabilities arising under the Securities Act
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 Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-4
Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

     The following are filed as exhibits or  incorporated by reference into this
Registration Statement:

                                                                  Exhibit No. or
Exhibit                                                           Incorporation
 Number           Description                                      by Reference
 ------           -----------                                      ------------

5.1       Opinion of Dorsey & Whitney LLP                              E-1

23.1      Consent of Dorsey & Whitney LLP
          (contained in opinion filed as Exhibit 5.1)

23.2      Consent of KPMG Peat Marwick LLP                             E-2

24.1      Power of Attorney                                              *

*         Powers of attorney are contained in signatures.

                                      II-5
Item 9.   Undertakings.

          (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to the 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 this  Registration  Statement;
               notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously  disclosed  in  this
               Registration Statement or any material change to such information
               in this Registration Statement;

                    provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the  Registration  Statement  is on Form S-8, and
               the  information  required  to be  included  in a  post-effective
               amendment by those  paragraphs  is contained in periodic  reports
               filed by the  Registrant  pursuant to section 13 or section 15(d)
               of the Securities  Exchange Act of 1934 that are  incorporated by
               reference in the Registration Statement.

               (2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the 

                                      II-6
termination of the offering.

          (b)  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 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 herein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

          (c) That, 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  Securities  Act of 1933  and is,  therefore,
     unenforceable.  In the event that a claim for indemnification  against such
     liabilities  (other than the payment by the Registrant of expenses incurred
     or paid by a director,  officer or controlling  person of the Registrant in
     the  successful  defense of any action,  suit or proceeding) is asserted by
     such  director,  officer  or  controlling  person  in  connection  with the
     securities being registered,  the Registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a  court  of   appropriate   jurisdiction   the   question   whether   such
     indemnification  by it  is  against  public  policy  as  expressed  in  the
     Securities  Act of 1933 and will be governed by the final  adjudication  of
     such issue.

                                      II-7
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  of  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 Annapolis Junction,  State of Maryland,  on December
22, 1997.

                                              AMERICAN COMMUNICATIONS
                                                 SERVICES,  INC.
                                              (Registrant)

                                              By:  /s/ Jack E. Reich
                                              -------------------------
                                              Jack E. Reich, President and Chief
                                               Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints Jack E. Reich and David L. Piazza as true
and lawful  attorneys-in-fact and agents, each acting alone, with full powers of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement  and to file  the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done,  in and about the  premises,  as fully to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

   /s/  Anthony J. Pompliano   Chairman of the
-----------------------------
Anthony J. Pompliano           Board of Directors              December 22 ,1997

   /s/  Jack E. Reich          President and Chief             December 22, 1997
-----------------------------
Jack E. Reich                  Executive Officer,
                               (Principal Executive Officer)
                               and Director

   /s/ David L. Piazza         Executive Vice President,       December 22, 1997
-----------------------------
David L. Piazza                Chief Financial Officer
                               and Chief Operating Officer
                               (Principal Accounting
                               Officer)

                               Director                        December__ ,1997 
-----------------------------  
George M. Middlemas

   /s/ Edwin M. Banks          Director                        December 22, 1997
-----------------------------
Edwin M. Banks

   /s/ Christopher L. Rafferty Director                        December 22, 1997
-----------------------------
Christopher L. Rafferty

   /s/ Benjamin P. Giess       Director                        December 22, 1997
-----------------------------
Benjamin P. Giess

   /s/ Oliver L. Trouveroy     Director                        December 22, 1997
-----------------------------
Olivier L. Trouveroy

-----------------------------  Director                        December __, 1997
Peter C. Bentz