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

      DELAWARE                                                  13-3498232
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                              8180 GREENSBORO DRIVE
                             MCLEAN, VIRGINIA 22102
                    (Address of Principal Executive Offices)
                                 ---------------
            USLD COMMUNICATIONS CORP. 1990 EMPLOYEE STOCK OPTION PLAN
            USLD COMMUNICATIONS CORP. 1993 NON-EMPLOYEE DIRECTOR PLAN
                USLD COMMUNICATIONS CORP. 401(K) RETIREMENT PLAN
                                 ---------------
                            (Full Title of the Plans)
                                  LEE M. WEINER
                       GENERAL COUNSEL AND VICE PRESIDENT
                             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>
====================================================================================================================================
<S>                             <C>                          <C>                           <C>                          <C>    
                                                                                           Proposed
                                                             Proposed                      Maximum
Title of                                                     Maximum                       Aggregate                    Amount of
Securities to be                Amount to be                 Offering Price                Offering                     Registration
Registered                      Registered (1)               Per Share (2)                 Price(2)                     Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,                   1,761,146                    $28.50                        $50,192,661                  $15,210
par value $.01
per share
====================================================================================================================================

</TABLE>
(1)      Plus such  additional  number of shares as may be required  pursuant to
         the  employee  benefit  plans  in the  event  of a stock  split,  stock
         dividend,  recapitalization,  reorganization,  merger, consolidation or
         other similar event.

(2)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant  to Rule  457(c)  and (h) of the  Securities  Act of 1933,  as
         amended,  based upon the  average of the high and low sales  prices for
         the Common  Stock  reported on the New York Stock  Exchange on December
         19, 1997.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

         (b) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
         ended  December 31, 1996 (as amended by the Form 10K/A filed on June 6,
         1997).

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

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

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

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interest 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.

Item 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 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


                                       -2-


<PAGE>

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
the Registrant 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.

         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

                                       -3-


<PAGE>

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 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.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

  Exhibit Number                                Description

       5         Opinion of Lee M. Weiner, Vice President and General Counsel.

       23        Consent of Arthur Andersen LLP.

       24        Power of Attorney (included on the signature page of this 
                 Registration Statement).


                                       -4-


<PAGE>

Item 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.

                  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.


                                       -5-


<PAGE>

                                   SIGNATURES

             Pursuant to the  requirements  of the  Securities  Act of 1933,  as
amended, 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 this 23rd
day of December, 1997.

                                       LCI INTERNATIONAL, INC.

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

                                POWER OF ATTORNEY
             KNOW ALL MEN BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints each of H. BRIAN THOMPSON and JOSEPH A.
LAWRENCE,  his true and lawful  attorney-in-fact  and agent,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and 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 for all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents,  or any of them 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,  as
amended, this Registration Statement has been signed by the following persons on
December 23, 1997 in the capacities indicated.

        Signature                 Title(s)

/s/ H. BRIAN THOMPSON
---------------------
H. Brian Thompson                 Chairman of the Board, Chief Executive Officer
                                  and Director (principal executive officer)

/s/ JOSEPH A. LAWRENCE
----------------------
Joseph A. Lawrence                Executive Vice President, and Chief Financial
                                  Officer (principal financial and accounting 
                                  officer)

/s/ RICHARD E. CAVANAGH
-----------------------
Richard E. Cavanagh               Director

/s/ WILLIAM F. CONNELL
----------------------
William F. Connell                Director

/s/ JULIUS W. ERVING, II
------------------------
Julius W. Erving, II              Director

/s/ DOUGLAS M. KARP
-------------------
Douglas M. Karp                   Director

/s/ GEORGE M. PERRIN
--------------------
George M. Perrin                  Director

/s/ JOHN L. VOGELSTEIN
----------------------
John L. Vogelstein                Director


<PAGE>

                                                   EXHIBIT INDEX

Exhibit No.       Description of Exhibit

5                 Opinion of Lee M. Weiner, Vice President and General Counsel.

23                Consent of Arthur Andersen LLP.

24                Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23532}]
{"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": "333-43029", "film-number": "97743037"}, "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"}}
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
                                 ---------------
                             LCI INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

      DELAWARE                                                  13-3498232
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                              8180 GREENSBORO DRIVE
                             MCLEAN, VIRGINIA 22102
                    (Address of Principal Executive Offices)
                                 ---------------
            USLD COMMUNICATIONS CORP. 1990 EMPLOYEE STOCK OPTION PLAN
            USLD COMMUNICATIONS CORP. 1993 NON-EMPLOYEE DIRECTOR PLAN
                USLD COMMUNICATIONS CORP. 401(K) RETIREMENT PLAN
                                 ---------------
                            (Full Title of the Plans)
                                  LEE M. WEINER
                       GENERAL COUNSEL AND VICE PRESIDENT
                             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
====================================================================================================================================
Proposed
                                                             Proposed                      Maximum
Title of                                                     Maximum                       Aggregate                    Amount of
Securities to be                Amount to be                 Offering Price                Offering                     Registration
Registered                      Registered (1)               Per Share (2)                 Price(2)                     Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,                   1,761,146                    $28.50                        $50,192,661                  $15,210
par value $.01
per share
====================================================================================================================================
(1)      Plus such  additional  number of shares as may be required  pursuant to
         the  employee  benefit  plans  in the  event  of a stock  split,  stock
         dividend,  recapitalization,  reorganization,  merger, consolidation or
         other similar event.

(2)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant  to Rule  457(c)  and (h) of the  Securities  Act of 1933,  as
         amended,  based upon the  average of the high and low sales  prices for
         the Common  Stock  reported on the New York Stock  Exchange on December
         19, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

         (b) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
         ended  December 31, 1996 (as amended by the Form 10K/A filed on June 6,
         1997).

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

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

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

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interest 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.

Item 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 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

                                       -2-
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
the Registrant 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.

         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

                                       -3-
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 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.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

  Exhibit Number                                Description

       5         Opinion of Lee M. Weiner, Vice President and General Counsel.

       23        Consent of Arthur Andersen LLP.

       24        Power of Attorney (included on the signature page of this 
                 Registration Statement).

                                       -4-
Item 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.

                  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.

                                       -5-
SIGNATURES

             Pursuant to the  requirements  of the  Securities  Act of 1933,  as
amended, 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 this 23rd
day of December, 1997.

                                       LCI INTERNATIONAL, INC.

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

                                POWER OF ATTORNEY
             KNOW ALL MEN BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints each of H. BRIAN THOMPSON and JOSEPH A.
LAWRENCE,  his true and lawful  attorney-in-fact  and agent,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and 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 for all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact  and agents,  or any of them 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,  as
amended, this Registration Statement has been signed by the following persons on
December 23, 1997 in the capacities indicated.

        Signature                 Title(s)

/s/ H. BRIAN THOMPSON
---------------------
H. Brian Thompson                 Chairman of the Board, Chief Executive Officer
                                  and Director (principal executive officer)

/s/ JOSEPH A. LAWRENCE
----------------------
Joseph A. Lawrence                Executive Vice President, and Chief Financial
                                  Officer (principal financial and accounting 
                                  officer)

/s/ RICHARD E. CAVANAGH
-----------------------
Richard E. Cavanagh               Director

/s/ WILLIAM F. CONNELL
----------------------
William F. Connell                Director

/s/ JULIUS W. ERVING, II
------------------------
Julius W. Erving, II              Director

/s/ DOUGLAS M. KARP
-------------------
Douglas M. Karp                   Director

/s/ GEORGE M. PERRIN
--------------------
George M. Perrin                  Director

/s/ JOHN L. VOGELSTEIN
----------------------
John L. Vogelstein                Director
EXHIBIT INDEX

Exhibit No.       Description of Exhibit

5                 Opinion of Lee M. Weiner, Vice President and General Counsel.

23                Consent of Arthur Andersen LLP.

24                Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement).