<PAGE>

                                                  Registration No. 333-_______


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                          e.spire Communications, Inc.
             (Exact name of registrant as specified in its charter)

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


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

   American Communications Services, Inc. Annual Performance Plan, as amended
                            (Full title of the plan)

                              Riley M. Murphy, Esq.
                          e.spire Communications, Inc.
                    133 National Business Parkway, Suite 200
                       Annapolis Junction, Maryland 20701
                                 (301) 361-4215
               (Name and address of agent for service of process)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================
 Title of Each Class of        Amount of Shares to       Proposed Maximum Offering Proposed Aggregate
of Securities to be            be Registered              Price Per Share          Offering Price
Registered                                                
----------------------------------------------------------------------------------------------------
<S>                            <C>                        <C>                      <C> 
Common Stock $.01 par          
value per Share..........      1,250,000 (2)              $ 5.0156 (1)             $6,269,500.00

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

     (1) Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule 457(c) of the  Securities Act of 1933, as amended
         (the  "Act")  based upon the  average of the high and low price for the
         Common  Stock,  par value $.01 (the "Common  Stock") as reported by the
         National  Association of Securities Dealers Automated  Quotation System
         on January 22, 1999.

     (2) Represents Common Stock issued under the American Communications Services, Inc. Annual Performance Plan.

</TABLE>


<PAGE>


     This  Registration  Statement  relates  to the  registration  of  1,250,000
additional  shares of Common  Stock,  par value  $0.01  per  share,  of  e.spire
Communications, Inc. (formerly known as American Communications Services, Inc.),
for which a  registration  statement on Form S-8  (Registration  No.  333-47869)
relating to the American  Communications  Services, Inc. Annual Performance Plan
(the "Form S-8,  Registration No. 333-47869") is effective.  The contents of the
Form S-8, Registration No.
333-47869, are incorporated herein by reference.


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Annapolis  Junction,  State of Maryland,  on January
29, 1999.

                          e.spire Communications, Inc.
                          (Registrant)

                          By: /s/ Anthony J. Pompliano
                              ----------------------------------
                              Anthony J. Pompliano, Chairman and
                              Chief Executive Officer


                                POWER OF ATTORNEY

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



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

/s/ Anthony J. Pompliano            Chairman of the            January 29, 1999
---------------------------------   Board of Directors 
Anthony J. Pompliano                and Chief Executive Officer
                                    (Principal Executive Officer)
                

/s/ David L. Piazza                 Chief Financial Officer    January 29, 1999
----------------------------------  (Principal  Accounting Officer)            
David L. Piazza

/s/ Edwin M. Bank                   Director                   January 29, 1999
----------------------------------
Edwin M. Banks

/s/ Peter C. Bentz                  Director                   January 29, 1999
----------------------------------
Peter C. Bentz

/s/ Benjamin P. Giess               Director                   January 29, 1999
----------------------------------
Benjamin P. Giess


/s/ Oliver L. Trouveroy             Director                   January 29, 1999
----------------------------------                                       
Olivier L. Trouveroy


/s/ George M. Middlemas             Director                   January 29, 1999
----------------------------------
George M. Middlemas


/s/ Christopher L. Rafferty         Director                   January 29, 1999
----------------------------------
Christopher L. Rafferty


<PAGE>


                                INDEX TO EXHIBITS

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

                                                        Exhibit No. or
Exhibit                                                  Incorporation
Number       Description                                  by Reference
--------     -----------                                ---------------
4.1          Third Amended and Restated Certificate       Exhibit to Form S-8
             of Incorporation of                             (the "S-8")
             American Communications Services, Inc.       Registration Statement
            (now known as e.spire                         File No. 333-58457
             Communications, Inc.) (the "Company")                            

4.2          Amended and Restated By-laws of American           E-1
             Communications Services, Inc., as amended   

5.1          Opinion of Riley M. Murphy, Esq.                   E-2

23.1         Consent of Riley M. Murphy, Esq.
             (contained in opinion filed as Exhibit 5.1)

23.2         Consent of KPMG Peat Marwick LLP                   E-3

24.1         Power of Attorney                                  (1)


(1)   Powers of attorney are contained in signatures.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8248}]
{"company-data": {"conformed-name": "E SPIRE COMMUNICATIONS INC", "cik": "0000932140", "assigned-sic": "4813", "irs-number": "521947746", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71387", "film-number": "99516101"}, "business-address": {"street1": "133 NATIONAL BUSINESS PKWY", "street2": "STE 200", "city": "ANNAPOLIS JUNCTION", "state": "MD", "zip": "20701", "phone": "3013614200"}, "mail-address": {"street1": "133 NATIONAL BUSINESS PARKWAY", "street2": "133 NATIONAL BUSINESS PARKWAY", "city": "ANNAPOLIS JUNCTION", "state": "MD", "zip": "20701"}, "former-company": {"former-conformed-name": "AMERICAN COMMUNICATIONS SERVICES INC", "date-changed": "19941212"}}
Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                          e.spire Communications, Inc.
             (Exact name of registrant as specified in its charter)

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

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

   American Communications Services, Inc. Annual Performance Plan, as amended
                            (Full title of the plan)

                              Riley M. Murphy, Esq.
                          e.spire Communications, Inc.
                    133 National Business Parkway, Suite 200
                       Annapolis Junction, Maryland 20701
                                 (301) 361-4215
               (Name and address of agent for service of process)
CALCULATION OF REGISTRATION FEE
====================================================================================================
 Title of Each Class of        Amount of Shares to       Proposed Maximum Offering Proposed Aggregate
of Securities to be            be Registered              Price Per Share          Offering Price
Registered                                                
----------------------------------------------------------------------------------------------------
Common Stock $.01 par          
value per Share..........      1,250,000 (2)              $ 5.0156 (1)             $6,269,500.00

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

     (1) Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule 457(c) of the  Securities Act of 1933, as amended
         (the  "Act")  based upon the  average of the high and low price for the
         Common  Stock,  par value $.01 (the "Common  Stock") as reported by the
         National  Association of Securities Dealers Automated  Quotation System
         on January 22, 1999.

     (2) Represents Common Stock issued under the American Communications Services, Inc. Annual Performance Plan.
This  Registration  Statement  relates  to the  registration  of  1,250,000
additional  shares of Common  Stock,  par value  $0.01  per  share,  of  e.spire
Communications, Inc. (formerly known as American Communications Services, Inc.),
for which a  registration  statement on Form S-8  (Registration  No.  333-47869)
relating to the American  Communications  Services, Inc. Annual Performance Plan
(the "Form S-8,  Registration No. 333-47869") is effective.  The contents of the
Form S-8, Registration No.
333-47869, are incorporated herein by reference.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Annapolis  Junction,  State of Maryland,  on January
29, 1999.

                          e.spire Communications, Inc.
                          (Registrant)

                          By: /s/ Anthony J. Pompliano
                              ----------------------------------
                              Anthony J. Pompliano, Chairman and
                              Chief Executive Officer

                                POWER OF ATTORNEY

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

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

/s/ Anthony J. Pompliano            Chairman of the            January 29, 1999
---------------------------------   Board of Directors 
Anthony J. Pompliano                and Chief Executive Officer
                                    (Principal Executive Officer)
                

/s/ David L. Piazza                 Chief Financial Officer    January 29, 1999
----------------------------------  (Principal  Accounting Officer)            
David L. Piazza

/s/ Edwin M. Bank                   Director                   January 29, 1999
----------------------------------
Edwin M. Banks

/s/ Peter C. Bentz                  Director                   January 29, 1999
----------------------------------
Peter C. Bentz

/s/ Benjamin P. Giess               Director                   January 29, 1999
----------------------------------
Benjamin P. Giess

/s/ Oliver L. Trouveroy             Director                   January 29, 1999
----------------------------------                                       
Olivier L. Trouveroy

/s/ George M. Middlemas             Director                   January 29, 1999
----------------------------------
George M. Middlemas

/s/ Christopher L. Rafferty         Director                   January 29, 1999
----------------------------------
Christopher L. Rafferty
INDEX TO EXHIBITS

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

                                                        Exhibit No. or
Exhibit                                                  Incorporation
Number       Description                                  by Reference
--------     -----------                                ---------------
4.1          Third Amended and Restated Certificate       Exhibit to Form S-8
             of Incorporation of                             (the "S-8")
             American Communications Services, Inc.       Registration Statement
            (now known as e.spire                         File No. 333-58457
             Communications, Inc.) (the "Company")                            

4.2          Amended and Restated By-laws of American           E-1
             Communications Services, Inc., as amended   

5.1          Opinion of Riley M. Murphy, Esq.                   E-2

23.1         Consent of Riley M. Murphy, Esq.
             (contained in opinion filed as Exhibit 5.1)

23.2         Consent of KPMG Peat Marwick LLP                   E-3

24.1         Power of Attorney                                  (1)

(1)   Powers of attorney are contained in signatures.