Registration No. 333-_______


                                      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.)



                               12975 Worldgate Drive
                              Herndon, Virginia 20170
                                 (703) 639-6000
               (Address of Principal Executive Offices) (Zip Code)

          e.spire Communications Inc. 1996 Employee Stock Purchase Plan
                            (Full title of the plan)

                              Riley M. Murphy, Esq.
                          e.spire Communications, Inc.
                            12975 Worldgate Drive
                            Herndon, Virginia 20170
                                 (703) 639-6020
               (Name and address of agent for service of process)


                         CALCULATION OF REGISTRATION FEE
  Title of Each Class of    Amount of Shares  Proposed Maximum    Proposed
Securities to be Registered       to be       Offering Price      Aggregate
Common Stock $.01 par          Registered      Per Share       Offering Price
value per Share..........      500,000 (2)     $ 12.34(1)        $6,170,000



     (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 February 17, 2000.

     (2) Represents Common Stock issued under the e.spire Communications, Inc.
         1996 Employee Stock Purchase Plan


<PAGE>


This Registration  Statement  relates to the registration of 500,000  additional
shares of Common Stock,  par value $0.01 per share,  of e.spire  Communications,
Inc.,  for  which  a  registration  statement  on  Form  S-8  (Registration  No.
333-19089)  relating to the e.spire  Communications,  Inc. 1996  Employee  Stock
Purchase Plan (the "Form S-8,  Registration  No.  333-19089") is effective.  The
contents of the Form S-8, Registration No. 333-19089, 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 February
17, 2000.

                                                e.spire Communications, Inc.
                                                (Registrant)

                                               By: /s/ Dennis J. Kern
                                                   -----------------------
                                                   Dennis J. Kern
                                           Title:  Chief Operating Officer



                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes and appoints  Dennis J. Kern,  Riley M. Murphy
and John R. Polchin 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/ Dennis J. Kern
-----------------------------
Dennis J. Kern                  Chief Operating Officer      February 17, 2000
(Principal Executive Officer)

/s/ John R. Polchin
-----------------------------
John R. Polchin                 Interim Chief Financial      February 21, 2000
(Principal Accounting Officer)     Officer



-----------------------------
William R. Huff                 Chairman                     February __, 2000



-----------------------------
Edwin M. Banks                  Director                     February __, 2000


/s/ Peter C. Bentz
-----------------------------
Peter C. Bentz                  Director                     February 21, 2000


/s/ Frederick Galland
-----------------------------
Frederick Galland               Director                     January 24, 2000


/s/ Christopher L. Rafferty
-----------------------------
Christopher L. Rafferty         Director                     February 21, 2000


/s/ George Schmitt
-----------------------------
George Schmitt                  Director                     February __, 2000


/s/ Joseph Thornton
-----------------------------
Joseph Thornton                 Director                     February 18, 2000


<PAGE>
                                INDEX TO EXHIBITS

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

                                                            Exhibit No. or
Exhibit                                                      Incorporation
Number   Decription                                          by Reference
-------  -----------                                         --------------

3.1      Third Amended and Restated                       Exhibit to Form S-8
         Certificate of Incorporation of                     (the "S-8)
         e.spire Communications, Inc.                   Registration Statement
         (the "Company")                                   File No. 333-58457
3.2      Amended and Restated By-laws
         of e.spire Communications, Inc., as amended               E-1
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 LLP                                       E-3
24.1     Power of Attorney                                         (a)


(a) Powers of attorney are contained in signatures.
[{"type": "S-8", "sequence": "1", "description": "1996 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 7265}]
{"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": "333-31008", "film-number": "552138"}, "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-_______

                                      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.)

                               12975 Worldgate Drive
                              Herndon, Virginia 20170
                                 (703) 639-6000
               (Address of Principal Executive Offices) (Zip Code)

          e.spire Communications Inc. 1996 Employee Stock Purchase Plan
                            (Full title of the plan)

                              Riley M. Murphy, Esq.
                          e.spire Communications, Inc.
                            12975 Worldgate Drive
                            Herndon, Virginia 20170
                                 (703) 639-6020
               (Name and address of agent for service of process)

                         CALCULATION OF REGISTRATION FEE
  Title of Each Class of    Amount of Shares  Proposed Maximum    Proposed
Securities to be Registered       to be       Offering Price      Aggregate
Common Stock $.01 par          Registered      Per Share       Offering Price
value per Share..........      500,000 (2)     $ 12.34(1)        $6,170,000

     (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 February 17, 2000.

     (2) Represents Common Stock issued under the e.spire Communications, Inc.
         1996 Employee Stock Purchase Plan
This Registration  Statement  relates to the registration of 500,000  additional
shares of Common Stock,  par value $0.01 per share,  of e.spire  Communications,
Inc.,  for  which  a  registration  statement  on  Form  S-8  (Registration  No.
333-19089)  relating to the e.spire  Communications,  Inc. 1996  Employee  Stock
Purchase Plan (the "Form S-8,  Registration  No.  333-19089") is effective.  The
contents of the Form S-8, Registration No. 333-19089, 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 February
17, 2000.

                                                e.spire Communications, Inc.
                                                (Registrant)

                                               By: /s/ Dennis J. Kern
                                                   -----------------------
                                                   Dennis J. Kern
                                           Title:  Chief Operating Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes and appoints  Dennis J. Kern,  Riley M. Murphy
and John R. Polchin 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/ Dennis J. Kern
-----------------------------
Dennis J. Kern                  Chief Operating Officer      February 17, 2000
(Principal Executive Officer)

/s/ John R. Polchin
-----------------------------
John R. Polchin                 Interim Chief Financial      February 21, 2000
(Principal Accounting Officer)     Officer

-----------------------------
William R. Huff                 Chairman                     February __, 2000

-----------------------------
Edwin M. Banks                  Director                     February __, 2000

/s/ Peter C. Bentz
-----------------------------
Peter C. Bentz                  Director                     February 21, 2000

/s/ Frederick Galland
-----------------------------
Frederick Galland               Director                     January 24, 2000

/s/ Christopher L. Rafferty
-----------------------------
Christopher L. Rafferty         Director                     February 21, 2000

/s/ George Schmitt
-----------------------------
George Schmitt                  Director                     February __, 2000

/s/ Joseph Thornton
-----------------------------
Joseph Thornton                 Director                     February 18, 2000
INDEX TO EXHIBITS

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

                                                            Exhibit No. or
Exhibit                                                      Incorporation
Number   Decription                                          by Reference
-------  -----------                                         --------------

3.1      Third Amended and Restated                       Exhibit to Form S-8
         Certificate of Incorporation of                     (the "S-8)
         e.spire Communications, Inc.                   Registration Statement
         (the "Company")                                   File No. 333-58457
3.2      Amended and Restated By-laws
         of e.spire Communications, Inc., as amended               E-1
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 LLP                                       E-3
24.1     Power of Attorney                                         (a)

(a) Powers of attorney are contained in signatures.