<PAGE>
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                       FORM 8-K


                                    CURRENT REPORT

                           Pursuant to Section 13 or 15 (d)
                        of the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported) -  January 16, 1996



                                   PHOENIX NETWORK, INC.                        
                (Exact Name of Registrant as specified in its Charter)



      Delaware                        0-17909                     84-0881154    
(State or other                 (Commission File               (IRS Employer
  Jurisdiction of                    Number)                   Identification
  Incorporation)                                                  Number)


550 California Street, 11th Floor, San Francisco, California          94104 
(Address of Principal Executive Offices)                            (Zip Code)


Registrant's Telephone Number, including area code: 415-399-3300

Item 2.   Acquisition or Disposition of Assets

     On  January 16, 1996, pursuant to  an Agreement and Plan  of Merger (the
"Merger
Agreement") dated as of January 16, 1996 by and among the Registrant, Phoenix
Network Acquisition Corp.,  a wholly-owned subsidiary  of the Registrant
("PNAC"), Automated Communications,  Inc. ("ACI") and  Judy Van Essen,  the sole
shareholder  of ACI, the Registrant acquired ACI through  a merger (the
"Merger")  of ACI with and into  PNAC. PNAC is the surviving corporation in
the Merger and remains a wholly-owned subsidiary of the Registrant. The
board of directors of the Registrant approved the Merger at a special
meeting  held on  January 15, 1996.   Automated  Communications,  Inc. is  a
facilities  based long distance phone service  carrier that operates state-of
-the-art switching centers in Colorado Springs, Minneapolis and Phoenix.

   In the Merger, and in exchange for the ACI capital stock, the Registrant
issued 2,800,000  shares of  its  common stock and PNAC  issued a $2,400,000
promissory note payable to the sole shareholder of ACI.   In addition,
included in the liabilities of ACI  that were assumed by PNAC was a
promissory note payable to the sole shareholder of ACI in  the amount of
$4,000,000  which promissory note was paid in full shortly after the closing
of the Merger.  The 2,800,000 shares issued represent approximately 16.4% of
the total shares of  Registrant s common stock outstanding after the Merger.
The 2,800,000  shares of the Registrant s common stock have not been
registered under the Securities Act of  1933, as amended, and were issued
pursuant  to exemptions from registration and qualification under state and
federal securities laws relating to transactions not involving a public
offering or solicitation.

   The foregoing is qualified in its  entirety by reference to the Merger
Agreement and the Registrant's press release dated January 17, 1996, copies
of which are attached as exhibits hereto and  which are hereby incorporated
by reference herein. The  Merger  Agreement  contains, among  other  things,
provisions with respect to adjustment of the consideration paid and
indemnification of PNAC and the Registrant.
 
Item 7.   Financial Statements and Exhibits

     (a)  Financial Statements of Businesses Acquired.

          (4)  At this time it is impracticable to provide the required
               financial statements for ACI.  The required financial
               statements will be filed under cover of Form 8-KA as soon as
               practicable, but not later than 60 days after the date hereof.

     (b)  Pro Forma Financial Information.

          (2)  At this  time it is  impracticable to  provide the required
               pro forma financial statements relating to  the Merger.
               The required pro forma financial statements will be filed
               under cover of Form 8-KA as soon as practicable, but not later
               than 60 days after the date hereof.

     (c)  Exhibits

          2    Merger Agreement, dated January 16, 1996.

          20   Press release, dated January 17, 1996.

                                      SIGNATURES

     Pursuant  to  the requirements  of  the  Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on its behalf
by the undersigned hereunto duly authorized.

Date: January 31, 1996                  PHOENIX NETWORK, INC.



                                   By:  /s/ Wallace M. Hammond
                                        ---------------------- 
                                        Wallace M. Hammond  
                                        President & CEO
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UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                       FORM 8-K

                                    CURRENT REPORT

                           Pursuant to Section 13 or 15 (d)
                        of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) -  January 16, 1996

                                   PHOENIX NETWORK, INC.                        
                (Exact Name of Registrant as specified in its Charter)

      Delaware                        0-17909                     84-0881154    
(State or other                 (Commission File               (IRS Employer
  Jurisdiction of                    Number)                   Identification
  Incorporation)                                                  Number)

550 California Street, 11th Floor, San Francisco, California          94104 
(Address of Principal Executive Offices)                            (Zip Code)

Registrant's Telephone Number, including area code: 415-399-3300

Item 2.   Acquisition or Disposition of Assets

     On  January 16, 1996, pursuant to  an Agreement and Plan  of Merger (the
"Merger
Agreement") dated as of January 16, 1996 by and among the Registrant, Phoenix
Network Acquisition Corp.,  a wholly-owned subsidiary  of the Registrant
("PNAC"), Automated Communications,  Inc. ("ACI") and  Judy Van Essen,  the sole
shareholder  of ACI, the Registrant acquired ACI through  a merger (the
"Merger")  of ACI with and into  PNAC. PNAC is the surviving corporation in
the Merger and remains a wholly-owned subsidiary of the Registrant. The
board of directors of the Registrant approved the Merger at a special
meeting  held on  January 15, 1996.   Automated  Communications,  Inc. is  a
facilities  based long distance phone service  carrier that operates state-of
-the-art switching centers in Colorado Springs, Minneapolis and Phoenix.

   In the Merger, and in exchange for the ACI capital stock, the Registrant
issued 2,800,000  shares of  its  common stock and PNAC  issued a $2,400,000
promissory note payable to the sole shareholder of ACI.   In addition,
included in the liabilities of ACI  that were assumed by PNAC was a
promissory note payable to the sole shareholder of ACI in  the amount of
$4,000,000  which promissory note was paid in full shortly after the closing
of the Merger.  The 2,800,000 shares issued represent approximately 16.4% of
the total shares of  Registrant s common stock outstanding after the Merger.
The 2,800,000  shares of the Registrant s common stock have not been
registered under the Securities Act of  1933, as amended, and were issued
pursuant  to exemptions from registration and qualification under state and
federal securities laws relating to transactions not involving a public
offering or solicitation.

   The foregoing is qualified in its  entirety by reference to the Merger
Agreement and the Registrant's press release dated January 17, 1996, copies
of which are attached as exhibits hereto and  which are hereby incorporated
by reference herein. The  Merger  Agreement  contains, among  other  things,
provisions with respect to adjustment of the consideration paid and
indemnification of PNAC and the Registrant.
 
Item 7.   Financial Statements and Exhibits

     (a)  Financial Statements of Businesses Acquired.

          (4)  At this time it is impracticable to provide the required
               financial statements for ACI.  The required financial
               statements will be filed under cover of Form 8-KA as soon as
               practicable, but not later than 60 days after the date hereof.

     (b)  Pro Forma Financial Information.

          (2)  At this  time it is  impracticable to  provide the required
               pro forma financial statements relating to  the Merger.
               The required pro forma financial statements will be filed
               under cover of Form 8-KA as soon as practicable, but not later
               than 60 days after the date hereof.

     (c)  Exhibits

          2    Merger Agreement, dated January 16, 1996.

          20   Press release, dated January 17, 1996.

                                      SIGNATURES

     Pursuant  to  the requirements  of  the  Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on its behalf
by the undersigned hereunto duly authorized.

Date: January 31, 1996                  PHOENIX NETWORK, INC.

                                   By:  /s/ Wallace M. Hammond
                                        ---------------------- 
                                        Wallace M. Hammond  
                                        President & CEO