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)

                          Juliette Williams Pryor, Esq.
                          e.spire Communications, Inc.
                              12975 Worldgate Drive
                             Herndon, Virginia 20170
                                 (703) 639-6358

               (Name and address of agent for service of process)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                           <C>                     <C>                             <C>
  Title of Each Class of      Amount of Shares to     Proposed Maximum Offering        Proposed Aggregate
Securities to be Registered      be Registered             Price Per Share               Offering Price

    Common Stock $.01 par          1,000,000(2)                $ .67 (1)                       $670,000

value per Share..........

</TABLE>
[FN]

(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
     23, 2001.

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


<PAGE>


     This  Registration  Statement  relates  to the  registration  of  1,000,000
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 Herndon,  Commonwealth of Virginia, on February 23,
2001.

                                  e.spire Communications, Inc.
                                  (Registrant)

                                  By: /s/George F. Schmitt
                                     -------------------------------------------
                                     Name:  George F. Schmitt
                                     Title: Acting Chief Executive Officer



                                POWER OF ATTORNEY

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


<PAGE>




     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/
__________________________    Chairman and Acting Chief   February  23 , 2001
George F. Schmitt             Executive Officer
                              (Principal Executive Officer)
/s/Bradley E. Sparks
__________________________    Chief Financial Officer      February 23 , 2001
Bradley E. Sparks             (Principal Financial Officer)

__________________________    Chief Accounting Officer     February 23 , 2001
Sean S. Scarlis               (Principal Accounting Officer)
      */s/
__________________________    Vice Chairman                February 23 , 2001
William R. Huff
      */s/
__________________________    Director                     February 23 , 2001
Edwin M. Banks
      */s/
__________________________    Director                     February 23 , 2001
Peter C. Bentz

__________________________    Director                     February 23 , 2001
Dennis Feely
      */s/
__________________________    Director                     February 23 , 2001
Frederick Galland
      */s/
__________________________    Director                     February 23 , 2001
Christopher L. Rafferty
      */s/
__________________________
Joseph R. Thornton            Director                     February 23 , 2001


__________________________    Director                     February 23 , 2001
Stanton Williams



<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
   -------                 -----------                            -------------=

   5.1             Opinion of Juliette Williams Pryor, Esq.                 E-2


  23.1             Consent of Juliette Williams Pryor, Esq.
                   (contained in opinion filed as Exhibit 5.1)

  23.2             Consent of KPMG LLP                                      E-3

  24.1             Power of Attorney                                         *




                *Powers of attorney are contained in signatures.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 7188}]
{"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": "333-56128", "film-number": "1553398"}, "business-address": {"street1": "12975 WORLDGATE DR", "street2": "STE 200", "city": "HERNDON", "state": "VA", "zip": "20701", "phone": "3013614200"}, "mail-address": {"street1": "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)

                          Juliette Williams Pryor, Esq.
                          e.spire Communications, Inc.
                              12975 Worldgate Drive
                             Herndon, Virginia 20170
                                 (703) 639-6358

               (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
Securities to be Registered      be Registered             Price Per Share               Offering Price

    Common Stock $.01 par          1,000,000(2)                $ .67 (1)                       $670,000

value per Share..........
[FN]

(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
     23, 2001.

(2)  Represents Common Stock issued under the e.spire  Communications,  Inc.1996
     Employee Stock Purchase Plan
This  Registration  Statement  relates  to the  registration  of  1,000,000
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 Herndon,  Commonwealth of Virginia, on February 23,
2001.

                                  e.spire Communications, Inc.
                                  (Registrant)

                                  By: /s/George F. Schmitt
                                     -------------------------------------------
                                     Name:  George F. Schmitt
                                     Title: Acting Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes  and appoints  George F.  Schmitt,  Bradley E.
Sparks and  Juliette  Williams  Pryor 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/
__________________________    Chairman and Acting Chief   February  23 , 2001
George F. Schmitt             Executive Officer
                              (Principal Executive Officer)
/s/Bradley E. Sparks
__________________________    Chief Financial Officer      February 23 , 2001
Bradley E. Sparks             (Principal Financial Officer)

__________________________    Chief Accounting Officer     February 23 , 2001
Sean S. Scarlis               (Principal Accounting Officer)
      */s/
__________________________    Vice Chairman                February 23 , 2001
William R. Huff
      */s/
__________________________    Director                     February 23 , 2001
Edwin M. Banks
      */s/
__________________________    Director                     February 23 , 2001
Peter C. Bentz

__________________________    Director                     February 23 , 2001
Dennis Feely
      */s/
__________________________    Director                     February 23 , 2001
Frederick Galland
      */s/
__________________________    Director                     February 23 , 2001
Christopher L. Rafferty
      */s/
__________________________
Joseph R. Thornton            Director                     February 23 , 2001

__________________________    Director                     February 23 , 2001
Stanton Williams
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
   -------                 -----------                            -------------=

   5.1             Opinion of Juliette Williams Pryor, Esq.                 E-2

  23.1             Consent of Juliette Williams Pryor, Esq.
                   (contained in opinion filed as Exhibit 5.1)

  23.2             Consent of KPMG LLP                                      E-3

  24.1             Power of Attorney                                         *

                *Powers of attorney are contained in signatures.