<PAGE>
<PAGE>



                    AS FILED WITH THE SECURITIES AND EXCHANGE
                       COMMISSION ON JANUARY 27, 1999
                                                       Registration No. 333-
                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

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

                                     FORM S-8
       
                              REGISTRATION STATEMENT

                                      UNDER

                            THE SECURITIES ACT OF 1933
                             
                                 -----------------

                        ADVANCED COMMUNICATIONS GROUP, INC.
                (Exact name of registrant as specified in its Charter)
 
                     Delaware                           76-0549396    
          (State or Other Jurisdiction                (I.R.S. Employer  
        of Incorporation or Organization)            Identification No.)

                        390 South Woods Mill Road, Suite 150
                             St. Louis, Missouri 63017
                (Address of principal executive offices) (Zip Code)
                                
                         ADVANCED COMMUNICATIONS GROUP, INC.
            NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                             (Full Title of the Plan)
                               
                                 -----------------              
                               
                                  Richard O'Neal
                             Chief Executive Officer
                        Advanced Communications Group, Inc.
                       390 South Woods Mill Road, Suite 150
                           St. Louis, Missouri  63017
                     (Name and Address of Agent for Service)
                               
                                (314) 205-8668
           (Telephone Number, Including Area Code, of Agent for Service)
                               
<TABLE>
                          CALCULATION OF REGISTRATION FEE
                                               
                                 ----------------- 

<CAPTION>
    Title of                         Proposed Maximum      Proposed
   Securities        Amount to be     Offering Price   Maximum Aggregate      Amount of
to be Registered      Registered        Per Share       Offering Price     Registration Fee
----------------     ------------    ----------------  -----------------   ----------------
<S>               <C>                   <C>             <C>                   <C>
Common Stock       80,000 Shares<F1>    $14.00000<F2>    $  847,500.00<F2>     $235.61<F2>
Common Stock      220,000 Shares<F1>    $ 6.03125<F3>    $1,326,875.00<F3>     $368.87<F3>       
                          
<FN>
<F1>  Plus such additional shares as may be issued by reason of stock 
      splits, stock dividends or similar transactions.
      
<F2>  Pursuant to Rule 457(h)(1) under the Securities Act of 1933 and 
      based on the exercise price of $14.00 per share with respect to
      stock options to purchase 30,000 shares of Common Stock previously
      granted under the Advanced Communications Group, Inc. Non-Qualified
      Stock Option Plan for Non-Employee Directors (the "Plan"),
      $10.50 per share with respect to stock options to purchase 35,000
      shares previously granted under the Plan and $4.00 with respect to
      stock options to purchase 15,000 shares under the Plan.

<F3>  The proposed maximum offering price per share and maximum aggregate 
      offering price are estimated for the sole purpose of calculating
      the amount of the registration fee with respect to the remaining
      220,000 shares of Common Stock potentially issuable pursuant to
      awards under the Plan that have not yet been made.  The fee has
      been calculated in accordance with Rules 457(h)(1) and 457(c) under
      the Securities Act of 1933.  Accordingly, the maximum offering
      price per share is based upon the average of the high and low sale
      prices of the Common Stock as reported in The Wall Street Journal
      for the New York Stock Exchange - Composite Transactions for
      January 26, 1999.
</TABLE>

<PAGE>
<PAGE>
                               PART II
                              
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      The following documents filed by Advanced Communications Group,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:

      (a)    The Company's Annual Report on Form 10-K dated March 30, 1998
for the fiscal year ended December 31, 1997, and filed with the Commission
on March 31, 1998, as amended by the Company's Annual Report on Form 10-K/A
dated April 30, 1998, and filed with the Commission on April 30, 1998.
                  
      (b)    1.   The Company's Current Report on Form 8-K dated March 5, 
                  1998 and filed with the Commission on March 5, 1998, as
                  amended by the Company's Current Report on Form 8-K/A
                  dated May 4, 1998 and filed with the Commission on May 4,
                  1998.

             2.   The Company's Quarterly Report on Form 10-Q for the 
                  quarter ended March 31, 1998, dated May 14, 1998 and
                  filed with the Commission on May 15, 1998.

             3.   The Company's Current Report on Form 8-K dated July 9, 
                  1998 and filed with the Commission on July 9, 1998.

             4.   The Company's Quarterly Report on Form 10-Q for the 
                  quarter ended June 30, 1998, dated August 14, 1998 and
                  filed with the Commission on August 14, 1998.

             5.   The Company's Current Report on Form 8-K dated November 10,
                  1998 and filed with the Commission on November 10, 1998.

             6.   The Company's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 1998, dated November 13, 1998 and filed
                  with the Commission on November 16 1998.

             7.   The Company's Current Report on Form 8-K dated January 14,
                  1999 and filed with the Commission on January 14, 1999.

      (c)    The description of the Company's Common Stock, $.0001 par
value per share, as contained in the Company's Registration Statement on
Form 8-A dated February 11, 1998 and filed with the Commission on that
date pursuant to Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

      All reports and other documents subsequently filed by the Company
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 hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such 

                               II-1<PAGE>
<PAGE>

statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.

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

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------
 
         Not applicable.

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

         Section 145 of the General Corporation Law of Delaware sets forth
provisions pursuant to which directors, officers, employees and agents of
the Company may be indemnified against any liability which they may incur
in their capacity as such, subject to certain limitations.  Under the
Company's Restated Certificate of Incorporation, as amended and its
Bylaws, in general, the Company must indemnify any person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal administrative or
investigative by reason of the fact that he or she, or a person of whom
he or she is the legal representative, is or was a director or officer of
the Company, or while a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
against all expense, liability and loss (including attorney's fees,
judgments, fines, amounts paid or to be paid in settlement, and excise
taxes or penalties arising under the Employee Retirement Income Security
Act of 1974) reasonably incurred or suffered by such person to the
fullest extent authorized by the General Corporation Law of the State of
Delaware, as amended (and as the same may be amended in the future) (the
"Delaware Act").  The right to indemnification described above includes
the right to be paid expenses incurred in defending any proceeding in
advance of its final disposition, provided that if the Delaware Act
requires, such advancements shall be made only upon delivery to the
Company of an undertaking by or on behalf of such director or officer to
repay all amounts so advanced if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under the
Delaware Act or otherwise.

        The Company has entered into Indemnification Agreements with
certain of its directors. The Indemnification Agreements generally are to
the same effect as the charter provisions described above.

        The Company also maintains liability insurance for the benefit of
its directors and officers.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

         Not applicable.

                               II-2
<PAGE>
<PAGE>

Item 8.  Exhibits.
-----------------

         See the Exhibit Index on page II-7 hereof.

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 the 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 the 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) of this chapter if, in the aggregate, the changes 
               in 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 the 
               registration statement or any material change to such 
               information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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)  The undersigned registrant hereby undertakes 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 (and, where
applicable, each filing of an employee benefit plan's annual report


                               II-3
<PAGE>
<PAGE>
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement 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.

        (h)  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>
<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 Chesterfield,
State of Missouri, on January 27, 1999.

                  ADVANCED COMMUNICATIONS GROUP, INC.
                  (Registrant)



                  By:    /s/ Richard O'Neal
                         ----------------------------------------           
                         Richard O'Neal
                         Chief Executive Officer



                         POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard O'Neal, William H.
Zimmer III and James F. Cragg and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and 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, or any of them, or their substitutes, may lawfully do or cause to
be done by virtue hereof.


                               II-5<PAGE>
<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 date indicated.

<TABLE>
<CAPTION>

Signature                 Title                                    
---------                 -----                        
<S>                       <C>                                      <C>
/s/ Richard O'Neal        Chief Executive Officer and Director  )
------------------------- (Principal Executive Officer)         )
Richard O'Neal                                                  )
                                                                )
                                                                )
/s/ James F. Cragg        President, Chief Operations Officer   )
------------------------- and Director                          )
James F. Cragg                                                  )
                                                                )
                                                                )
/s/ William H. Zimmer III Executive Vice President, Chief       )
------------------------- Financial Officer and Director        )
William H. Zimmer III     (Principal Financial and Accounting   )
                          Officer)                              )
                                                                )
                                                                )
/s/ Robert F. Benton      Director                              )
-------------------------                                       )
Robert F. Benton                                                )
                                                                )
                                                                )
/s/ Rod K. Cutsinger      Director                              )
-------------------------                                       ) January 27, 1999
Rod K. Cutsinger                                                )
                                                                )
                                                                )
/s/ Todd J. Feist         Director                              )
-------------------------                                       )
Todd J. Feist                                                   )
                                                                )
                                                                )
/s/ Reginald J. Hollinger Director                              )
-------------------------                                       )
Reginald J. Hollinger                                           )
                                                                )
                                                                )
/s/ David M. Mitchell     Director                              )
-------------------------                                       )
David M. Mitchell                                               )
                                                                )
                                                                )
/s/ Marvin C. Moses       Director                              )
-------------------------                                       )
Marvin C. Moses                                                 )
                                                                )
                                                                )
/s/ Fred L. Thurman       Director                              )
-------------------------                                       )
Fred L. Thurman                                                 )

</TABLE>


                               II-6<PAGE>
<PAGE>
<TABLE>
                           EXHIBIT INDEX
<CAPTION>
Exhibit
Number<F*> 
----------           
<S>        <C>
 4.1       Article IV, Article V, Article VI, Article VII and 
           Article VIII of the Company's Restated Certificate of
           Incorporation as amended filed as Exhibit 3.1 to the
           Company's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 1998, dated August 14, 1998 and
           filed with the Securities and Exchange Commission on
           August 14, 1998 and incorporated herein by reference.

 4.2       Article 2 and Article 6 of the Company's Bylaws filed 
           as Exhibit 3(ii) to the Company's Registration
           Statement on Form S-1 (333-37671) filed with the
           Securities and Exchange Commission on October 10, 1997
           and incorporated herein by reference.

 5(i)      Opinion of Blackwell Sanders Peper Martin LLP

 15        Letter of KPMG LLP with respect to certain unaudited
           financial statements of Advanced Communications Group, Inc.
              
 23.1(a)   Consent of KPMG LLP with respect to certain  
           financial statements of Advanced Communications Group, Inc.

 23.1(b)   Consent of KPMG LLP with respect to certain
           financial statements of Advanced Communications Group, Inc.

 23.1(c)   Consent of KPMG LLP with respect to certain 
           financial statements of Feist Long Distance Service, Inc.

 23.1(d)   Consent of KPMG LLP with respect to certain
           financial statements of Feist Long Distance Service, Inc.

 23.1(e)   Consent of KPMG LLP with respect to certain
           financial statements of FirsTel, Inc.

 23.1(f)   Consent of KPMG LLP with respect to certain
           financial statements of FirsTel, Inc.

 23.1(g)   Consent of KPMG LLP with respect to certain
           financial statements of Great Western Directories, Inc.

 23.1(h)   Consent of KPMG LLP with respect to certain
           financial statements of Great Western Directories, Inc.

 23.1(i)   Consent of Hein & Associates with respect to certain
           financial statements of Valu-Line of Longview, Inc.

 23.1(j)   Consent of KPMG LLP with respect to certain
           financial statements of Valu-Line of Longview, Inc.

 23.1(k)   Consent of Ernst & Young LLP with respect to certain financial
           statements of KIN Network, Inc.

 23.2      Consent of Blackwell Sanders Peper Martin LLP contained in
           Exhibit 5(i).

 24        Power of Attorney contained on Page II-5 hereof.


<FN>

<F*>Numbers correspond to document numbers in Exhibit Table of Item 601 of
    Regulation S-K.

</TABLE>

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "ADVANCED COMMUNICATIONS GROUP, INC. FORM S-8", "secsgml_size_bytes": 23887}]
{"company-data": {"conformed-name": "ADVANCED COMMUNICATIONS GROUP INC/DE/", "cik": "0001047643", "assigned-sic": "4813", "irs-number": "760549396", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71275", "film-number": "99514266"}, "business-address": {"street1": "390 S WOODSMILL RD", "street2": "SUITE 150", "city": "ST LOUIS", "state": "MO", "zip": "63017", "phone": "7136229600"}, "mail-address": {"street1": "390 SOUTH WOODS MILL ROAD", "street2": "SUITE 150", "city": "ST LOUIS", "state": "MO", "zip": "63017"}}
AS FILED WITH THE SECURITIES AND EXCHANGE
                       COMMISSION ON JANUARY 27, 1999
                                                       Registration No. 333-
                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

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

                                     FORM S-8
       
                              REGISTRATION STATEMENT

                                      UNDER

                            THE SECURITIES ACT OF 1933
                             
                                 -----------------

                        ADVANCED COMMUNICATIONS GROUP, INC.
                (Exact name of registrant as specified in its Charter)
 
                     Delaware                           76-0549396    
          (State or Other Jurisdiction                (I.R.S. Employer  
        of Incorporation or Organization)            Identification No.)

                        390 South Woods Mill Road, Suite 150
                             St. Louis, Missouri 63017
                (Address of principal executive offices) (Zip Code)
                                
                         ADVANCED COMMUNICATIONS GROUP, INC.
            NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                             (Full Title of the Plan)
                               
                                 -----------------              
                               
                                  Richard O'Neal
                             Chief Executive Officer
                        Advanced Communications Group, Inc.
                       390 South Woods Mill Road, Suite 150
                           St. Louis, Missouri  63017
                     (Name and Address of Agent for Service)
                               
                                (314) 205-8668
           (Telephone Number, Including Area Code, of Agent for Service)
                               

                          CALCULATION OF REGISTRATION FEE
                                               
                                 -----------------
Title of                         Proposed Maximum      Proposed
   Securities        Amount to be     Offering Price   Maximum Aggregate      Amount of
to be Registered      Registered        Per Share       Offering Price     Registration Fee
----------------     ------------    ----------------  -----------------   ----------------
Common Stock       80,000 Shares
$14.00000
$  847,500.00
$235.61
Common Stock      220,000 Shares
$ 6.03125
$1,326,875.00
$368.87
Plus such additional shares as may be issued by reason of stock 
      splits, stock dividends or similar transactions.
Pursuant to Rule 457(h)(1) under the Securities Act of 1933 and 
      based on the exercise price of $14.00 per share with respect to
      stock options to purchase 30,000 shares of Common Stock previously
      granted under the Advanced Communications Group, Inc. Non-Qualified
      Stock Option Plan for Non-Employee Directors (the "Plan"),
      $10.50 per share with respect to stock options to purchase 35,000
      shares previously granted under the Plan and $4.00 with respect to
      stock options to purchase 15,000 shares under the Plan.
The proposed maximum offering price per share and maximum aggregate 
      offering price are estimated for the sole purpose of calculating
      the amount of the registration fee with respect to the remaining
      220,000 shares of Common Stock potentially issuable pursuant to
      awards under the Plan that have not yet been made.  The fee has
      been calculated in accordance with Rules 457(h)(1) and 457(c) under
      the Securities Act of 1933.  Accordingly, the maximum offering
      price per share is based upon the average of the high and low sale
      prices of the Common Stock as reported in The Wall Street Journal
      for the New York Stock Exchange - Composite Transactions for
      January 26, 1999.
PART II
                              
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      The following documents filed by Advanced Communications Group,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:

      (a)    The Company's Annual Report on Form 10-K dated March 30, 1998
for the fiscal year ended December 31, 1997, and filed with the Commission
on March 31, 1998, as amended by the Company's Annual Report on Form 10-K/A
dated April 30, 1998, and filed with the Commission on April 30, 1998.
                  
      (b)    1.   The Company's Current Report on Form 8-K dated March 5, 
                  1998 and filed with the Commission on March 5, 1998, as
                  amended by the Company's Current Report on Form 8-K/A
                  dated May 4, 1998 and filed with the Commission on May 4,
                  1998.

             2.   The Company's Quarterly Report on Form 10-Q for the 
                  quarter ended March 31, 1998, dated May 14, 1998 and
                  filed with the Commission on May 15, 1998.

             3.   The Company's Current Report on Form 8-K dated July 9, 
                  1998 and filed with the Commission on July 9, 1998.

             4.   The Company's Quarterly Report on Form 10-Q for the 
                  quarter ended June 30, 1998, dated August 14, 1998 and
                  filed with the Commission on August 14, 1998.

             5.   The Company's Current Report on Form 8-K dated November 10,
                  1998 and filed with the Commission on November 10, 1998.

             6.   The Company's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 1998, dated November 13, 1998 and filed
                  with the Commission on November 16 1998.

             7.   The Company's Current Report on Form 8-K dated January 14,
                  1999 and filed with the Commission on January 14, 1999.

      (c)    The description of the Company's Common Stock, $.0001 par
value per share, as contained in the Company's Registration Statement on
Form 8-A dated February 11, 1998 and filed with the Commission on that
date pursuant to Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

      All reports and other documents subsequently filed by the Company
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 hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such 

                               II-1
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.

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

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------
 
         Not applicable.

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

         Section 145 of the General Corporation Law of Delaware sets forth
provisions pursuant to which directors, officers, employees and agents of
the Company may be indemnified against any liability which they may incur
in their capacity as such, subject to certain limitations.  Under the
Company's Restated Certificate of Incorporation, as amended and its
Bylaws, in general, the Company must indemnify any person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal administrative or
investigative by reason of the fact that he or she, or a person of whom
he or she is the legal representative, is or was a director or officer of
the Company, or while a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
against all expense, liability and loss (including attorney's fees,
judgments, fines, amounts paid or to be paid in settlement, and excise
taxes or penalties arising under the Employee Retirement Income Security
Act of 1974) reasonably incurred or suffered by such person to the
fullest extent authorized by the General Corporation Law of the State of
Delaware, as amended (and as the same may be amended in the future) (the
"Delaware Act").  The right to indemnification described above includes
the right to be paid expenses incurred in defending any proceeding in
advance of its final disposition, provided that if the Delaware Act
requires, such advancements shall be made only upon delivery to the
Company of an undertaking by or on behalf of such director or officer to
repay all amounts so advanced if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under the
Delaware Act or otherwise.

        The Company has entered into Indemnification Agreements with
certain of its directors. The Indemnification Agreements generally are to
the same effect as the charter provisions described above.

        The Company also maintains liability insurance for the benefit of
its directors and officers.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

         Not applicable.

                               II-2
Item 8.  Exhibits.
-----------------

         See the Exhibit Index on page II-7 hereof.

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 the 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 the 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) of this chapter if, in the aggregate, the changes 
               in 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 the 
               registration statement or any material change to such 
               information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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)  The undersigned registrant hereby undertakes 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 (and, where
applicable, each filing of an employee benefit plan's annual report

                               II-3
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement 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.

        (h)  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 Chesterfield,
State of Missouri, on January 27, 1999.

                  ADVANCED COMMUNICATIONS GROUP, INC.
                  (Registrant)

                  By:    /s/ Richard O'Neal
                         ----------------------------------------           
                         Richard O'Neal
                         Chief Executive Officer

                         POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard O'Neal, William H.
Zimmer III and James F. Cragg and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and 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, or any of them, or their 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 date indicated.
Signature                 Title                                    
---------                 -----
/s/ Richard O'Neal        Chief Executive Officer and Director  )
------------------------- (Principal Executive Officer)         )
Richard O'Neal                                                  )
                                                                )
                                                                )
/s/ James F. Cragg        President, Chief Operations Officer   )
------------------------- and Director                          )
James F. Cragg                                                  )
                                                                )
                                                                )
/s/ William H. Zimmer III Executive Vice President, Chief       )
------------------------- Financial Officer and Director        )
William H. Zimmer III     (Principal Financial and Accounting   )
                          Officer)                              )
                                                                )
                                                                )
/s/ Robert F. Benton      Director                              )
-------------------------                                       )
Robert F. Benton                                                )
                                                                )
                                                                )
/s/ Rod K. Cutsinger      Director                              )
-------------------------                                       ) January 27, 1999
Rod K. Cutsinger                                                )
                                                                )
                                                                )
/s/ Todd J. Feist         Director                              )
-------------------------                                       )
Todd J. Feist                                                   )
                                                                )
                                                                )
/s/ Reginald J. Hollinger Director                              )
-------------------------                                       )
Reginald J. Hollinger                                           )
                                                                )
                                                                )
/s/ David M. Mitchell     Director                              )
-------------------------                                       )
David M. Mitchell                                               )
                                                                )
                                                                )
/s/ Marvin C. Moses       Director                              )
-------------------------                                       )
Marvin C. Moses                                                 )
                                                                )
                                                                )
/s/ Fred L. Thurman       Director                              )
-------------------------                                       )
Fred L. Thurman                                                 )
II-6
EXHIBIT INDEX
Exhibit
Number
----------
4.1       Article IV, Article V, Article VI, Article VII and 
           Article VIII of the Company's Restated Certificate of
           Incorporation as amended filed as Exhibit 3.1 to the
           Company's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 1998, dated August 14, 1998 and
           filed with the Securities and Exchange Commission on
           August 14, 1998 and incorporated herein by reference.

 4.2       Article 2 and Article 6 of the Company's Bylaws filed 
           as Exhibit 3(ii) to the Company's Registration
           Statement on Form S-1 (333-37671) filed with the
           Securities and Exchange Commission on October 10, 1997
           and incorporated herein by reference.

 5(i)      Opinion of Blackwell Sanders Peper Martin LLP

 15        Letter of KPMG LLP with respect to certain unaudited
           financial statements of Advanced Communications Group, Inc.
              
 23.1(a)   Consent of KPMG LLP with respect to certain  
           financial statements of Advanced Communications Group, Inc.

 23.1(b)   Consent of KPMG LLP with respect to certain
           financial statements of Advanced Communications Group, Inc.

 23.1(c)   Consent of KPMG LLP with respect to certain 
           financial statements of Feist Long Distance Service, Inc.

 23.1(d)   Consent of KPMG LLP with respect to certain
           financial statements of Feist Long Distance Service, Inc.

 23.1(e)   Consent of KPMG LLP with respect to certain
           financial statements of FirsTel, Inc.

 23.1(f)   Consent of KPMG LLP with respect to certain
           financial statements of FirsTel, Inc.

 23.1(g)   Consent of KPMG LLP with respect to certain
           financial statements of Great Western Directories, Inc.

 23.1(h)   Consent of KPMG LLP with respect to certain
           financial statements of Great Western Directories, Inc.

 23.1(i)   Consent of Hein & Associates with respect to certain
           financial statements of Valu-Line of Longview, Inc.

 23.1(j)   Consent of KPMG LLP with respect to certain
           financial statements of Valu-Line of Longview, Inc.

 23.1(k)   Consent of Ernst & Young LLP with respect to certain financial
           statements of KIN Network, Inc.

 23.2      Consent of Blackwell Sanders Peper Martin LLP contained in
           Exhibit 5(i).

 24        Power of Attorney contained on Page II-5 hereof.
Numbers correspond to document numbers in Exhibit Table of Item 601 of
    Regulation S-K.
II-7