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                                (I.R.S. Employer
  of incorporation or 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          Proposed Maximum    Proposed 
 Securities to be        Shares to be       Offering            Aggregate  
 Registered              Registered         Price Per Share     Offering Price

                                                               
Common Stock $.01        75,000 (2)         $21.9375 (1)        $1,659,375.00
par value per Share.....


     (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 July 21, 1998.

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


<PAGE>


     This   Registration   Statement  relates  to  the  registration  of  75,000
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 July 28,
1998.

                                              e.spire Communications, Inc.
                                             (Registrant)

                                             By: /s/ Jack E. Reich
                                             -------------------------------
                                             Jack E. Reich, President and
                                             Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints Jack E. Reich, 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.



<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/ Anthony J. Pompliano    Chairman of the                      July 28, 1998
-------------------------   Board of Directors
Anthony J. Pompliano        


/s/ Jack E. Reich           President and Chief                  July 28, 1998
-------------------------   Executive Officer,
Jack E. Reich               (Principal Executive Officer)
                            and Director
                            


/s/ David L. Piazza         Chief Financial Officer              July 28, 1998
-------------------------   (Principal Accounting Officer)
David L. Piazza             


/s/ Edwin M. Banks          Director                             July 28, 1998
-------------------------
Edwin M. Banks


/s/ Peter C. Bentz          Director                             July 28, 1998
-------------------------
Peter C. Bentz


/s/ Benjamin P. Giess       Director                             July 28, 1998
-------------------------
Benjamin P. Giess


                            Director                             July   , 1998
-------------------------
George M. Middlemas


/s/ Christopher L. Rafferty Director                              July 28, 1998
---------------------------
Christopher L. Rafferty


/s/ Olivier L. Trouveroy    Director                              July 28, 1998
--------------------------
Olivier L. Trouveroy


<PAGE>



                                INDEX TO EXHIBITS

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

Exhibit           Description                               Exhibit No. or
Number                                                      Incorporation
                                                            by Reference

4.1          Third Amended and Restated Certificate         Exhibit to Form S-8
             of Incorporation of American Communications    (the "S-8")
             Services, Inc.(now known as Services, Inc.     Registration  
             Services, Inc. (now known as e.spire           Statement File No. 
             Communications, Inc.)(the "Company")           333-58457
                                                             
4.2          Amended and Restated By-laws of American       Exhibit to Form
             Communications  Services, Inc., as amended     10-QSB (the
                                                            "10-QSB" for Quarter
                                                            ended 6/30/97)

5.1          Opinion of Riley M. Murphy, Esq.               E-1

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-2

24.1         Power of Attorney                              *
                                       
99.1         Certificate of Ownership and Merger)          E-3
             Merging e.spire Communications, Inc. 
             into American Communications Services, Inc.

*    Powers of attorney are contained in signatures.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8258}]
{"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": "333-60003", "film-number": "98672398"}, "business-address": {"street1": "131 NATIONAL BUSINESS PKWY", "street2": "STE 100", "city": "ANNAPOLIS JUNCTION", "state": "MD", "zip": "20701", "phone": "3106174200"}, "mail-address": {"street1": "131 NATIONAL BUSINESS PARKWAY", "street2": "131 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                                (I.R.S. Employer
  of incorporation or 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          Proposed Maximum    Proposed 
 Securities to be        Shares to be       Offering            Aggregate  
 Registered              Registered         Price Per Share     Offering Price

                                                               
Common Stock $.01        75,000 (2)         $21.9375 (1)        $1,659,375.00
par value per Share.....

     (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 July 21, 1998.

     (2) Represents Common Stock issued under the American Communication
         Services, Inc. Annual Performance Plan.
This   Registration   Statement  relates  to  the  registration  of  75,000
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 July 28,
1998.

                                              e.spire Communications, Inc.
                                             (Registrant)

                                             By: /s/ Jack E. Reich
                                             -------------------------------
                                             Jack E. Reich, President and
                                             Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints Jack E. Reich, 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                      July 28, 1998
-------------------------   Board of Directors
Anthony J. Pompliano        

/s/ Jack E. Reich           President and Chief                  July 28, 1998
-------------------------   Executive Officer,
Jack E. Reich               (Principal Executive Officer)
                            and Director
                            

/s/ David L. Piazza         Chief Financial Officer              July 28, 1998
-------------------------   (Principal Accounting Officer)
David L. Piazza             

/s/ Edwin M. Banks          Director                             July 28, 1998
-------------------------
Edwin M. Banks

/s/ Peter C. Bentz          Director                             July 28, 1998
-------------------------
Peter C. Bentz

/s/ Benjamin P. Giess       Director                             July 28, 1998
-------------------------
Benjamin P. Giess

                            Director                             July   , 1998
-------------------------
George M. Middlemas

/s/ Christopher L. Rafferty Director                              July 28, 1998
---------------------------
Christopher L. Rafferty

/s/ Olivier L. Trouveroy    Director                              July 28, 1998
--------------------------
Olivier L. Trouveroy
INDEX TO EXHIBITS

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

Exhibit           Description                               Exhibit No. or
Number                                                      Incorporation
                                                            by Reference

4.1          Third Amended and Restated Certificate         Exhibit to Form S-8
             of Incorporation of American Communications    (the "S-8")
             Services, Inc.(now known as Services, Inc.     Registration  
             Services, Inc. (now known as e.spire           Statement File No. 
             Communications, Inc.)(the "Company")           333-58457
                                                             
4.2          Amended and Restated By-laws of American       Exhibit to Form
             Communications  Services, Inc., as amended     10-QSB (the
                                                            "10-QSB" for Quarter
                                                            ended 6/30/97)

5.1          Opinion of Riley M. Murphy, Esq.               E-1

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-2

24.1         Power of Attorney                              *
                                       
99.1         Certificate of Ownership and Merger)          E-3
             Merging e.spire Communications, Inc. 
             into American Communications Services, Inc.

*    Powers of attorney are contained in signatures.