As filed with the Securities and Exchange Commission
                              on December 31, 1996

                            Registration No. 33-_____
       -----------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


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


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

                         Amended 1994 Stock Option Plan
                            Written Option Agreements
                        1996 Employee Stock Purchase Plan
                            (Full title of the plans)

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

                                 (301) 617-4200
          (Telephone number, including area code, of agent for service)

                                   copies to:

                             Kevin T. Collins, Esq.
                                 Ross & Hardies
                               65 East 55th Avenue
                            New York, New York 10022
                                 (212) 421-5555


<PAGE>



<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE

==================================================================================================================================

                                                           Proposed
                                            Amount of      Maximum                  Proposed
              Title of Each Class of        Shares to      Offering                Aggregate                  Amount of
                 Securities to be              be          Price Per                 Offering                 Registration
                     Registered            Registered      Share(1)                 Price(1)                     Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>                    <C>                           <C>            
Common Stock $.01 par
value per Share......................      3,693,000         $10.6964               $39,501,805                   $11,971
----------------------------------------------------------------------------------------------------------------------------------


         (1)      Solely for the purpose of calculating the registration fee, the
                  Proposed Maximum Offering Price Per Share and the Proposed Aggregate
                  Offering Price have been estimated in accordance with Rule 457(h) of
                  the Securities Act of 1933, as amended (the "Act").  Accordingly, the
                  price per share of Common Stock subject to an outstanding option is
                  equal to not less than the exercise price at which the option may be
                  exercised, and the price per share of Common Stock not subject to an
                  outstanding option is based on $12.0625, the average of the high and
                  low sale prices for a share of Common Stock as reported by the NASDAQ
                  National Market on December 26, 1996.


</TABLE>






<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference.
-------           ------------------------------------------------


                  The registrant hereby  incorporates by reference the following
documents  previously  filed with the  Securities and Exchange  Commission  (the
"Commission"):

                  (a) The  Registrant's  Annual  Report on Form  10-KSB  for the
Registrant's  fiscal  year ended June 30,  1996,  as amended by a Form  10-KSB/A
filed with the Commission on October 7, 1996;

                  (b) all other  reports  filed by the  Registrant  pursuant  to
Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 (the  "Exchange
Act") since June 30, 1996, including, but not limited to the Quarterly Report on
Form 10-QSB for the Quarter Ended September 30, 1996; and

                  (c) the  description of the Company's  Common Stock,  $.01 par
value,  as  contained  in its  Registration  Statement  on  Form  8-A,  declared
effective by the Commission on February 13, 1995.

                  All documents subsequently filed by the registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
-------  --------------------------

                  Not Applicable.

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

                  Not Applicable.

Item 6.  Indemnification of Officers and Directors.
-------  ------------------------------------------

                  Under Section 145 of the General  Corporation  Law of Delaware
(the "GCL") a  corporation  may 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,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  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.


<PAGE>

                  A  corporation  also may  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 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,  partnership,  joint  venture,  trust or other  enterprise  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 in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. However, in such an action by or on behalf of
a corporation,  no indemnification may be made in respect of any claim, issue or
matter as to which the person is adjudged liable to the  corporation  unless and
only to the extent that the court determines  that,  despite the adjudication of
liability  but in  view of all the  circumstances,  the  person  is  fairly  and
reasonably  entitled to indemnify for such  expenses  which the court shall deem
proper.

                  In addition, the indemnification provided by Section 145 shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or  disinterested  directors  or  otherwise,  both as to action in his  official
capacity and as to action in another  capacity  while  holding such office.  The
Certificate of  Incorporation  of the Company is consistent  with Section 145 of
the GCL and its Bylaws provide that each director,  officer,  employee and agent
of the Company shall be indemnified to the extent permitted by the GCL.

                  In   this   connection,   the   Company   has   entered   into
indemnification  agreements  (the  "Indemnity  Agreements")  with  each  of  its
executive officers and directors.  The Indemnity  Agreements are consistent with
the  Company's  By-laws and the Company's  policy to indemnify  directors to the
fullest  extent  permitted  by-law.   The  Indemnity   Agreements   provide  for
indemnification of directors for liabilities arising out of claims or threatened
claims  against such  persons  acting as directors of the Company (or any entity
controlling,  controlled by or under common control with the Company) due to any
actual or  alleged  breach of duty,  neglect,  error,  misstatement,  misleading
statement,  omission or other act done, or suffered or  wrongfully  attempted by
such directors,  except as prohibited by law. The payments that the Company will
be  obligated  to  make  include  (without   limitation)   damages,   judgments,
settlements,  costs, and expenses of actions, claims and proceedings and appeals
therefrom, including preparation for deposition in an action to which a director
is not a party and costs of attachments  and similar bonds;  provided,  however,
that the  Company is not  obligated  to pay fines or other  obligations  or fees
imposed by law or otherwise  that it is prohibited by applicable law from paying
(i) as indemnity or (ii) for any other  reason.  The Indemnity  Agreements  also
provide for the advancement of costs and expenses,  including  attorneys'  fees,
reasonably incurred by directors in defending or investigating any action, suit,
proceeding or claim,  subject to an  undertaking by such directors to repay such
amounts if it is ultimately  determined  that such directors are not entitled to
indemnification.  The  Indemnity  Agreements  cover future acts and omissions of
directors for which actions may be brought.

         The  Indemnity  Agreements  also  provide  that  directors,   officers,
employees  and agents are  entitled  to  indemnification  against  all  expenses
(including attorneys'

                                      II-2

<PAGE>

fees) reasonably  incurred in seeking to collect an indemnity claim or to obtain
advancement  of expenses  from the Company.  The rights of  directors  under the
Indemnity  Agreements  are not exclusive of any other rights  directors may have
under Delaware law, any liability  insurance policies that may be obtained,  the
Company's By-Laws or otherwise. The Company would not be required to indemnify a
director for any claim based upon the director gaining in fact a personal profit
or advantage to which such director was not legally  entitled,  any claim for an
accounting  of profits made in  connection  with a violation of Section 16(b) of
the  Securities  Exchange Act of 1934 or a similar state or common law provision
or any claim brought about or contributed to by the dishonesty of the director.

         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, as amended (the "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 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.

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
                                                             Incorporation
Exhibit No.      Description                                  by Reference

   5.1           Opinion of Ross & Hardies, counsel to             E-1
                 the Company

  23.1           Consent of Ross & Hardies (contained in
                 Exhibit No. 5.1)

  23.2           Consent of KPMG Peat Marwick LLP                  E-2

  24.1           Powers of Attorney                                  *


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

*        Powers of attorney are contained in signatures.


                                      II-3

<PAGE>

Item 9.           Undertakings.
-------           -------------

                  (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to 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  this   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 the 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  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  this  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  Registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) That, insofar as indemnification  for liabilities  arising
under the  Securities  Act of 1933 may be permitted to  directors,  officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the 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.

                                      II-4

<PAGE>

                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  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  Annapolis  Junction,  State of  Maryland,  on
December 30, 1996.

                                  AMERICAN COMMUNICATIONS SERVICES, INC.
                                               (Registrant)



                                               By:/s/ Anthony J. Pompliano
                                                  Anthony J. Pompliano
                                                  Chairman of the Board




                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes and appoints Anthony J. Pompliano his true and
lawful  attorney-in-fact  and  agent,  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
attorney-in-fact  and agent, 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  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.


                                      II-5

<PAGE>



                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>

<S>                                             <C>                                               <C> 
/s/ Anthony J. Pompliano                        Chairman of the Board                             December 30, 1996
----------------------------
Anthony J. Pompliano                            of Directors
                                                (Principal Executive
                                                Officer)


/s/ Richard A. Kozak                            President and Chief                               December 30, 1996
----------------------------
Richard A. Kozak                                Executive Officer -
                                                Corporate Services Division,
                                                Acting Chief Financial Officer
                                                (Principal Financial
                                                Officer and Principal
                                                Accounting Officer)


/s/ George Middlemas                            Director                                          December 30, 1996
--------------------                                                              
George Middlemas


/s/ Christopher Rafferty                        Director                                          December 30, 1996
------------------------                              
Christopher Rafferty


/s/ Edwin M. Banks                              Director                                          December 30, 1996
------------------                              
Edwin M. Banks


/s/ Oliver L. Trouveroy                         Director                                          December 30, 1996
-----------------------                       
Olivier L. Trouveroy


                                                Director                                          December __, 1996
Peter Bentz


/s/ Benjamin Giess                              Director                                          December 30, 1996
------------------                          
Benjamin Giess

</TABLE>



                                                       II-6

<PAGE>



Registration No. 33-_____


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







                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                              EXHIBITS FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

                     AMERICAN COMMUNICATIONS SERVICES, INC.









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




<PAGE>





                     AMERICAN COMMUNICATIONS SERVICES, INC.


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

                                                                                       Location
                                                                                          of
                                                                                       Document
                                                                                          in
                                                                                      Sequential
                                                                                       Numbering
Exhibit No.    Description                                                             System
-----------    -----------                                                             ------

<S>                                                                                      <C>
   5.1         Opinion of Ross & Hardies                                                 E-1

  23.1         Consent of Ross & Hardies (contained in Exhibit No. 5.1)

  23.2         Consent of KPMG Peat Marwick LLP                                          E-2



</TABLE>


<PAGE>



                                                                     Exhibit 5.1
                                                                     -----------


                                December 30, 1996


American Communications Services, Inc.
131 National Business Parkway
Annapolis Junction, Maryland  20701


Ladies and Gentlemen:

     You have requested our opinion with respect to the registration by American
Communications  Services,  Inc., a Delaware corporation (the "Company") pursuant
to a Registration Statement on Form S-8 (the "Registration Statement") under the
Securities  Act of 1933,  as amended (the  "Act"),  of an aggregate of 3,693,000
shares of the  Company's  common  stock,  $.01 par value per share (the  "Common
Stock" or "Common Shares").  Of such 3,693,000 Common Shares,  (i) 1,503,000 are
issuable  upon  exercise  of options to  purchase  Common  Stock which have been
granted to employees,  officers,  directors or  consultants  of the Company (the
"Written  Option  Agreements"),  (ii)  1,690,000  are issuable  upon exercise of
options which have been or may be granted to employees,  officers,  directors or
consultants of the Company  pursuant to the Company's  Amended 1994 Stock Option
Plan (the "Stock  Option  Plan") and (iii)  500,000 are  issuable to  employees,
officers and employee  directors of the Company  pursuant to the Company's  1996
Employee Stock Purchase Plan (the "Stock Purchase Plan").

     We have examined originals or copies,  certified or otherwise identified to
our satisfaction,  of such documents,  corporate records, certificates of public
officials and other instruments and have conducted such other  investigations of
fact and law as we have deemed  relevant  and  necessary to form a basis for the
opinions hereinafter expressed. In conducting such examination,  we have assumed
(i) that all  signatures  are genuine,  (ii) that all documents and  instruments
submitted  to us as  copies  conform  with  the  originals,  and  (iii)  the due
execution and delivery of all  documents  where due execution and delivery are a
prerequisite  to the  effectiveness  thereof.  As to any facts  material to this
opinion,  we have relied upon  statements  and  representations  of officers and
other  representatives  of the Company and  certificates of public officials and
have not independently verified such facts.

     Based upon the  foregoing,  it is our  opinion  that the Common  Shares (i)
issuable  upon  exercise of the Written  Option  Agreements,  (ii) issuable upon
exercise of options  issused or issuable  pursuant to the Stock Option Plan, and
(iii) issuable pursuant to the Stock Purchase Plan will be validly issued, fully
paid and  non-assessable  when  issued in  accordance  with the  Written  Option
Agreements, the Stock Option Plan and the Stock Purchase Plan, respectively.

     We express no  opinion  as to the laws of any  jurisdiction  other than the
State of New York,  the United  States of America,  and,  solely with respect to
matters of corporate organization and authority,  the General Corporation Law of
the State of  Delaware.  We are not admitted to the practice of law in the State
of  Delaware.  Accordingly,  any  opinion  herein as to the laws of the State of
Delaware is based solely upon the latest generally available  compilation of the
State law of such State.  Insofar as the  foregoing  opinion  relates to matters
that would be controlled by the substantive laws of any jurisdiction  other than
the  United  States of  America,  the  General  Corporation  Law of the State of
Delaware with respect to matters of corporate organization and authority, or the
State  of New  York,  we  have  assumed,  that  the  substantive  laws  of  such
jurisdiction  conform in all respects to the  internal  laws of the State of New
York.


<PAGE>

     We  hereby  consent  to the  reference  to  our  firm  in the  Registration
Statement  relating to the  registration  of the Common Shares (i) issuable upon
exercise of the Written  Option  Agreements,  (ii) issuable upon exercise of the
options issued or issuable pursuant to the Stock Option Plan, and (iii) issuable
pursuant to the Stock Purchase Plan.


                                                               Very truly yours,

                                                              /s/ ROSS & HARDIES
                                                                  Ross & Hardies



<PAGE>

                                                                    Exhibit 23.2

                              ACCOUNTANTS' CONSENT


The Stockholders and Board of Directors
American Communications Services, Inc.


We consent to the  incorporation by reference in the  registration  statement on
S-8 of American Communications  Services, Inc. of our report dated September 27,
1996, with respect to the consolidated balance sheets of American Communications
Services,  Inc. and  subsidiaries  as of June 30, 1996 and 1995, and the related
consolidated statements of operations,  stockholders' equity (deficit), and cash
flows for the years then ended,  which reports appears in the June 30, 1996 Form
10-KSB of American Communications Services, Inc.



                                                        /S/KPMG PEAT MARWICK LLP
                                                        ------------------------
                                                           KPMG Peat Marwick LLP

Washington, D.C.
December 30, 1996
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 31018}]
{"company-data": {"conformed-name": "AMERICAN COMMUNICATIONS SERVICES INC", "cik": "0000932140", "assigned-sic": "4813", "irs-number": "521947746", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19089", "film-number": "96689058"}, "business-address": {"street1": "131 NATIONAL BUSINESS PKWY", "street2": "STE 100", "city": "ANNAPOLIS", "state": "MD", "zip": "20701", "phone": "3106174200"}, "mail-address": {"street1": "APOLIS JUNCTION", "street2": "131 NATIONAL BUSINESS PARKWAY", "city": "ANNAPOLIS JUNCTION", "state": "MD", "zip": "20701"}}
As filed with the Securities and Exchange Commission
                              on December 31, 1996

                            Registration No. 33-_____
       -----------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                         Amended 1994 Stock Option Plan
                            Written Option Agreements
                        1996 Employee Stock Purchase Plan
                            (Full title of the plans)

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

                                 (301) 617-4200
          (Telephone number, including area code, of agent for service)

                                   copies to:

                             Kevin T. Collins, Esq.
                                 Ross & Hardies
                               65 East 55th Avenue
                            New York, New York 10022
                                 (212) 421-5555
CALCULATION OF REGISTRATION FEE

==================================================================================================================================

                                                           Proposed
                                            Amount of      Maximum                  Proposed
              Title of Each Class of        Shares to      Offering                Aggregate                  Amount of
                 Securities to be              be          Price Per                 Offering                 Registration
                     Registered            Registered      Share(1)                 Price(1)                     Fee
----------------------------------------------------------------------------------------------------------------------------------
Common Stock $.01 par
value per Share......................      3,693,000         $10.6964               $39,501,805                   $11,971
----------------------------------------------------------------------------------------------------------------------------------

         (1)      Solely for the purpose of calculating the registration fee, the
                  Proposed Maximum Offering Price Per Share and the Proposed Aggregate
                  Offering Price have been estimated in accordance with Rule 457(h) of
                  the Securities Act of 1933, as amended (the "Act").  Accordingly, the
                  price per share of Common Stock subject to an outstanding option is
                  equal to not less than the exercise price at which the option may be
                  exercised, and the price per share of Common Stock not subject to an
                  outstanding option is based on $12.0625, the average of the high and
                  low sale prices for a share of Common Stock as reported by the NASDAQ
                  National Market on December 26, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference.
-------           ------------------------------------------------

                  The registrant hereby  incorporates by reference the following
documents  previously  filed with the  Securities and Exchange  Commission  (the
"Commission"):

                  (a) The  Registrant's  Annual  Report on Form  10-KSB  for the
Registrant's  fiscal  year ended June 30,  1996,  as amended by a Form  10-KSB/A
filed with the Commission on October 7, 1996;

                  (b) all other  reports  filed by the  Registrant  pursuant  to
Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 (the  "Exchange
Act") since June 30, 1996, including, but not limited to the Quarterly Report on
Form 10-QSB for the Quarter Ended September 30, 1996; and

                  (c) the  description of the Company's  Common Stock,  $.01 par
value,  as  contained  in its  Registration  Statement  on  Form  8-A,  declared
effective by the Commission on February 13, 1995.

                  All documents subsequently filed by the registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
-------  --------------------------

                  Not Applicable.

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

                  Not Applicable.

Item 6.  Indemnification of Officers and Directors.
-------  ------------------------------------------

                  Under Section 145 of the General  Corporation  Law of Delaware
(the "GCL") a  corporation  may 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,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  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  also may  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 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,  partnership,  joint  venture,  trust or other  enterprise  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 in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. However, in such an action by or on behalf of
a corporation,  no indemnification may be made in respect of any claim, issue or
matter as to which the person is adjudged liable to the  corporation  unless and
only to the extent that the court determines  that,  despite the adjudication of
liability  but in  view of all the  circumstances,  the  person  is  fairly  and
reasonably  entitled to indemnify for such  expenses  which the court shall deem
proper.

                  In addition, the indemnification provided by Section 145 shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or  disinterested  directors  or  otherwise,  both as to action in his  official
capacity and as to action in another  capacity  while  holding such office.  The
Certificate of  Incorporation  of the Company is consistent  with Section 145 of
the GCL and its Bylaws provide that each director,  officer,  employee and agent
of the Company shall be indemnified to the extent permitted by the GCL.

                  In   this   connection,   the   Company   has   entered   into
indemnification  agreements  (the  "Indemnity  Agreements")  with  each  of  its
executive officers and directors.  The Indemnity  Agreements are consistent with
the  Company's  By-laws and the Company's  policy to indemnify  directors to the
fullest  extent  permitted  by-law.   The  Indemnity   Agreements   provide  for
indemnification of directors for liabilities arising out of claims or threatened
claims  against such  persons  acting as directors of the Company (or any entity
controlling,  controlled by or under common control with the Company) due to any
actual or  alleged  breach of duty,  neglect,  error,  misstatement,  misleading
statement,  omission or other act done, or suffered or  wrongfully  attempted by
such directors,  except as prohibited by law. The payments that the Company will
be  obligated  to  make  include  (without   limitation)   damages,   judgments,
settlements,  costs, and expenses of actions, claims and proceedings and appeals
therefrom, including preparation for deposition in an action to which a director
is not a party and costs of attachments  and similar bonds;  provided,  however,
that the  Company is not  obligated  to pay fines or other  obligations  or fees
imposed by law or otherwise  that it is prohibited by applicable law from paying
(i) as indemnity or (ii) for any other  reason.  The Indemnity  Agreements  also
provide for the advancement of costs and expenses,  including  attorneys'  fees,
reasonably incurred by directors in defending or investigating any action, suit,
proceeding or claim,  subject to an  undertaking by such directors to repay such
amounts if it is ultimately  determined  that such directors are not entitled to
indemnification.  The  Indemnity  Agreements  cover future acts and omissions of
directors for which actions may be brought.

         The  Indemnity  Agreements  also  provide  that  directors,   officers,
employees  and agents are  entitled  to  indemnification  against  all  expenses
(including attorneys'

                                      II-2
fees) reasonably  incurred in seeking to collect an indemnity claim or to obtain
advancement  of expenses  from the Company.  The rights of  directors  under the
Indemnity  Agreements  are not exclusive of any other rights  directors may have
under Delaware law, any liability  insurance policies that may be obtained,  the
Company's By-Laws or otherwise. The Company would not be required to indemnify a
director for any claim based upon the director gaining in fact a personal profit
or advantage to which such director was not legally  entitled,  any claim for an
accounting  of profits made in  connection  with a violation of Section 16(b) of
the  Securities  Exchange Act of 1934 or a similar state or common law provision
or any claim brought about or contributed to by the dishonesty of the director.

         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, as amended (the "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 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.

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
                                                             Incorporation
Exhibit No.      Description                                  by Reference

   5.1           Opinion of Ross & Hardies, counsel to             E-1
                 the Company

  23.1           Consent of Ross & Hardies (contained in
                 Exhibit No. 5.1)

  23.2           Consent of KPMG Peat Marwick LLP                  E-2

  24.1           Powers of Attorney                                  *

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

*        Powers of attorney are contained in signatures.

                                      II-3
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 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  this   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 the 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  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  this  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  Registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) That, insofar as indemnification  for liabilities  arising
under the  Securities  Act of 1933 may be permitted to  directors,  officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the 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.

                                      II-4
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  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  Annapolis  Junction,  State of  Maryland,  on
December 30, 1996.

                                  AMERICAN COMMUNICATIONS SERVICES, INC.
                                               (Registrant)

                                               By:/s/ Anthony J. Pompliano
                                                  Anthony J. Pompliano
                                                  Chairman of the Board

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes and appoints Anthony J. Pompliano his true and
lawful  attorney-in-fact  and  agent,  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
attorney-in-fact  and agent, 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  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

                                      II-5
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                             December 30, 1996
----------------------------
Anthony J. Pompliano                            of Directors
                                                (Principal Executive
                                                Officer)

/s/ Richard A. Kozak                            President and Chief                               December 30, 1996
----------------------------
Richard A. Kozak                                Executive Officer -
                                                Corporate Services Division,
                                                Acting Chief Financial Officer
                                                (Principal Financial
                                                Officer and Principal
                                                Accounting Officer)

/s/ George Middlemas                            Director                                          December 30, 1996
--------------------                                                              
George Middlemas

/s/ Christopher Rafferty                        Director                                          December 30, 1996
------------------------                              
Christopher Rafferty

/s/ Edwin M. Banks                              Director                                          December 30, 1996
------------------                              
Edwin M. Banks

/s/ Oliver L. Trouveroy                         Director                                          December 30, 1996
-----------------------                       
Olivier L. Trouveroy

                                                Director                                          December __, 1996
Peter Bentz

/s/ Benjamin Giess                              Director                                          December 30, 1996
------------------                          
Benjamin Giess
II-6
Registration No. 33-_____

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              EXHIBITS FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

                     AMERICAN COMMUNICATIONS SERVICES, INC.

-----------------------------------------------------------------
AMERICAN COMMUNICATIONS SERVICES, INC.

                                  EXHIBIT INDEX
Location
                                                                                          of
                                                                                       Document
                                                                                          in
                                                                                      Sequential
                                                                                       Numbering
Exhibit No.    Description                                                             System
-----------    -----------                                                             ------
5.1         Opinion of Ross & Hardies                                                 E-1

  23.1         Consent of Ross & Hardies (contained in Exhibit No. 5.1)

  23.2         Consent of KPMG Peat Marwick LLP                                          E-2
Exhibit 5.1
                                                                     -----------

                                December 30, 1996

American Communications Services, Inc.
131 National Business Parkway
Annapolis Junction, Maryland  20701

Ladies and Gentlemen:

     You have requested our opinion with respect to the registration by American
Communications  Services,  Inc., a Delaware corporation (the "Company") pursuant
to a Registration Statement on Form S-8 (the "Registration Statement") under the
Securities  Act of 1933,  as amended (the  "Act"),  of an aggregate of 3,693,000
shares of the  Company's  common  stock,  $.01 par value per share (the  "Common
Stock" or "Common Shares").  Of such 3,693,000 Common Shares,  (i) 1,503,000 are
issuable  upon  exercise  of options to  purchase  Common  Stock which have been
granted to employees,  officers,  directors or  consultants  of the Company (the
"Written  Option  Agreements"),  (ii)  1,690,000  are issuable  upon exercise of
options which have been or may be granted to employees,  officers,  directors or
consultants of the Company  pursuant to the Company's  Amended 1994 Stock Option
Plan (the "Stock  Option  Plan") and (iii)  500,000 are  issuable to  employees,
officers and employee  directors of the Company  pursuant to the Company's  1996
Employee Stock Purchase Plan (the "Stock Purchase Plan").

     We have examined originals or copies,  certified or otherwise identified to
our satisfaction,  of such documents,  corporate records, certificates of public
officials and other instruments and have conducted such other  investigations of
fact and law as we have deemed  relevant  and  necessary to form a basis for the
opinions hereinafter expressed. In conducting such examination,  we have assumed
(i) that all  signatures  are genuine,  (ii) that all documents and  instruments
submitted  to us as  copies  conform  with  the  originals,  and  (iii)  the due
execution and delivery of all  documents  where due execution and delivery are a
prerequisite  to the  effectiveness  thereof.  As to any facts  material to this
opinion,  we have relied upon  statements  and  representations  of officers and
other  representatives  of the Company and  certificates of public officials and
have not independently verified such facts.

     Based upon the  foregoing,  it is our  opinion  that the Common  Shares (i)
issuable  upon  exercise of the Written  Option  Agreements,  (ii) issuable upon
exercise of options  issused or issuable  pursuant to the Stock Option Plan, and
(iii) issuable pursuant to the Stock Purchase Plan will be validly issued, fully
paid and  non-assessable  when  issued in  accordance  with the  Written  Option
Agreements, the Stock Option Plan and the Stock Purchase Plan, respectively.

     We express no  opinion  as to the laws of any  jurisdiction  other than the
State of New York,  the United  States of America,  and,  solely with respect to
matters of corporate organization and authority,  the General Corporation Law of
the State of  Delaware.  We are not admitted to the practice of law in the State
of  Delaware.  Accordingly,  any  opinion  herein as to the laws of the State of
Delaware is based solely upon the latest generally available  compilation of the
State law of such State.  Insofar as the  foregoing  opinion  relates to matters
that would be controlled by the substantive laws of any jurisdiction  other than
the  United  States of  America,  the  General  Corporation  Law of the State of
Delaware with respect to matters of corporate organization and authority, or the
State  of New  York,  we  have  assumed,  that  the  substantive  laws  of  such
jurisdiction  conform in all respects to the  internal  laws of the State of New
York.
We  hereby  consent  to the  reference  to  our  firm  in the  Registration
Statement  relating to the  registration  of the Common Shares (i) issuable upon
exercise of the Written  Option  Agreements,  (ii) issuable upon exercise of the
options issued or issuable pursuant to the Stock Option Plan, and (iii) issuable
pursuant to the Stock Purchase Plan.

                                                               Very truly yours,

                                                              /s/ ROSS & HARDIES
                                                                  Ross & Hardies
Exhibit 23.2

                              ACCOUNTANTS' CONSENT

The Stockholders and Board of Directors
American Communications Services, Inc.

We consent to the  incorporation by reference in the  registration  statement on
S-8 of American Communications  Services, Inc. of our report dated September 27,
1996, with respect to the consolidated balance sheets of American Communications
Services,  Inc. and  subsidiaries  as of June 30, 1996 and 1995, and the related
consolidated statements of operations,  stockholders' equity (deficit), and cash
flows for the years then ended,  which reports appears in the June 30, 1996 Form
10-KSB of American Communications Services, Inc.

                                                        /S/KPMG PEAT MARWICK LLP
                                                        ------------------------
                                                           KPMG Peat Marwick LLP

Washington, D.C.
December 30, 1996