<PAGE>   1

             As filed with the Securities and Exchange Commission
                               on July 2, 1998

                                                    Registration No. 

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                          E.SPIRE COMMUNICATIONS, 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)

                    133 National Business Parkway, Suite 200
                       Annapolis Junction, Maryland 20701
                                 (301) 361-4200
               (Address of Principal Executive Offices) (Zip Code)

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

                              Riley M. Murphy, Esq.
                          e.spire Communications, Inc.
                    133 National Business Parkway, Suite 200
                       Annapolis Junction, Maryland 20701
                                 (301) 361-4215
               (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
<PAGE>   2

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================
                      Amount of     Proposed        Proposed
Title of Each Class   Shares to      Maximum        Aggregate      Amount of
of Securities to be      be      Offering Price  Offering Price  Registration
     Registered      Registered   Per Share (1)        (2)            Fee
--------------------------------------------------------------------------------
<S>                   <C>           <C>           <C>             <C>       
Common Stock $.01
par value per
Share......           6,000,000     $19.50        $117,000,000    $34,515.00
================================================================================
</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 June 26, 1998.
<PAGE>   3

                                     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
      December 31, 1997;

      (ii) the Company's Quarterly Report on Form 10-QSB for the quarterly
      period ended March 31, 1998;

      (iii) the Company's Current Reports on Form 8-K, dated January 8, 1998,
      January 20, 1998, January 26, 1998, January 28, 1998, February 3, 1998,
      March 17, 1998 and April 14, 1998; and

      (iv) 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.

Item 5. Interests of Named Experts and Counsel.

      Not Applicable.

Item 6. Indemnification of Officers and Directors.

      The Third Amended and 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 stock repurchases or redemption as
provided in Section 


                                      II-1
<PAGE>   4

174 of the Delaware General Corporation Law ("DGCL") or (iv) for any transaction
from which the director derived an improper personal benefit.

      The Third Amended and 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, 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.


                                      II-2
<PAGE>   5

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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-3
<PAGE>   6

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

 4.1      Third Amended and Restated Certificate of
          Incorporation                                              E-1

 5.1      Opinion of Dorsey & Whitney LLP                            E-2

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

23.2      Consent of KPMG Peat Marwick LLP                           E-3

24.1      Power of Attorney                                            *

* Powers of attorney are contained in signatures.


                                      II-4
<PAGE>   7

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 Company 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.

      (b) That for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company'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.


                                      II-5
<PAGE>   8

      (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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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-6
<PAGE>   9

                                   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 June 30,
1998.

                                          E.SPIRE COMMUNICATIONS, 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>   10

            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
-------------------------------     Board of Directors         June 30, 1998
Anthony J. Pompliano             


   /s/  Jack E. Reich               President and Chief        June 30, 1998
-------------------------------     Executive Officer,           
Jack E. Reich                       (Principal Executive Officer)
                                     and Director                


   /s/ David L. Piazza              Chief Financial Officer    June 30, 1998
-------------------------------     (Principal Accounting
David L. Piazza                     Officer)             


   /s/ George M. Middlemas          Director                   June 30, 1998
-------------------------------
George M. Middlemas


   /s/ Edwin M. Banks               Director                   June 30, 1998
-------------------------------
Edwin M. Banks


   /s/ Christopher L. Rafferty      Director                   June 30, 1998
-------------------------------
Christopher L. Rafferty


   /s/ Benjamin P. Giess            Director                   June 30, 1998
-------------------------------
Benjamin P. Giess


   /s/ Olivier L. Trouveroy         Director                   June 30, 1998
-------------------------------
Olivier L. Trouveroy


   /s/ Peter C. Bentz               Director                   June 30, 1998
-------------------------------
Peter C. Bentz
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19023}]
{"company-data": {"conformed-name": "E SPIRE COMMUNICATIONS 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": "333-58457", "film-number": "98660191"}, "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"}, "former-company": {"former-conformed-name": "AMERICAN COMMUNICATIONS SERVICES INC", "date-changed": "19941212"}}
1

             As filed with the Securities and Exchange Commission
                               on July 2, 1998

                                                    Registration No. 

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                          E.SPIRE COMMUNICATIONS, 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)

                    133 National Business Parkway, Suite 200
                       Annapolis Junction, Maryland 20701
                                 (301) 361-4200
               (Address of Principal Executive Offices) (Zip Code)

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

                              Riley M. Murphy, Esq.
                          e.spire Communications, Inc.
                    133 National Business Parkway, Suite 200
                       Annapolis Junction, Maryland 20701
                                 (301) 361-4215
               (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
2

                         CALCULATION OF REGISTRATION FEE
================================================================================
                      Amount of     Proposed        Proposed
Title of Each Class   Shares to      Maximum        Aggregate      Amount of
of Securities to be      be      Offering Price  Offering Price  Registration
     Registered      Registered   Per Share (1)        (2)            Fee
--------------------------------------------------------------------------------
Common Stock $.01
par value per
Share......           6,000,000     $19.50        $117,000,000    $34,515.00
================================================================================
(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 June 26, 1998.
3

                                     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
      December 31, 1997;

      (ii) the Company's Quarterly Report on Form 10-QSB for the quarterly
      period ended March 31, 1998;

      (iii) the Company's Current Reports on Form 8-K, dated January 8, 1998,
      January 20, 1998, January 26, 1998, January 28, 1998, February 3, 1998,
      March 17, 1998 and April 14, 1998; and

      (iv) 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.

Item 5. Interests of Named Experts and Counsel.

      Not Applicable.

Item 6. Indemnification of Officers and Directors.

      The Third Amended and 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 stock repurchases or redemption as
provided in Section 

                                      II-1
4

174 of the Delaware General Corporation Law ("DGCL") or (iv) for any transaction
from which the director derived an improper personal benefit.

      The Third Amended and 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, 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.

                                      II-2
5

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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-3
6

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

 4.1      Third Amended and Restated Certificate of
          Incorporation                                              E-1

 5.1      Opinion of Dorsey & Whitney LLP                            E-2

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

23.2      Consent of KPMG Peat Marwick LLP                           E-3

24.1      Power of Attorney                                            *

* Powers of attorney are contained in signatures.

                                      II-4
7

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 Company 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.

      (b) That for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company'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.

                                      II-5
8

      (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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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-6
9

                                   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 June 30,
1998.

                                          E.SPIRE COMMUNICATIONS, 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.
10

            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
-------------------------------     Board of Directors         June 30, 1998
Anthony J. Pompliano             

   /s/  Jack E. Reich               President and Chief        June 30, 1998
-------------------------------     Executive Officer,           
Jack E. Reich                       (Principal Executive Officer)
                                     and Director                

   /s/ David L. Piazza              Chief Financial Officer    June 30, 1998
-------------------------------     (Principal Accounting
David L. Piazza                     Officer)             

   /s/ George M. Middlemas          Director                   June 30, 1998
-------------------------------
George M. Middlemas

   /s/ Edwin M. Banks               Director                   June 30, 1998
-------------------------------
Edwin M. Banks

   /s/ Christopher L. Rafferty      Director                   June 30, 1998
-------------------------------
Christopher L. Rafferty

   /s/ Benjamin P. Giess            Director                   June 30, 1998
-------------------------------
Benjamin P. Giess

   /s/ Olivier L. Trouveroy         Director                   June 30, 1998
-------------------------------
Olivier L. Trouveroy

   /s/ Peter C. Bentz               Director                   June 30, 1998
-------------------------------
Peter C. Bentz