<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. 1997 STOCK AWARDS PLAN
                 (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   2,420,885 Shares<F1>    $14.00<F2>     $15,882,265.00<F2>      $4,415.27<F2>
   Common Stock   1,079,115 Shares<F1>    $ 6.03125<F3>  $ 6,508,412.34<F3>      $1,809.34<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 638,635 shares of Common Stock previously 
    granted under the Advanced Communications Group, Inc. 1997 Stock
    Awards Plan (the "Plan"), $4.75 per share with respect to stock
    options to purchase 85,000 shares previously granted under the Plan,
    $4.50 per share with respect to stock options to purchase 1,147,250
    shares previously granted under the Plan and $2.50 per share with
    respect to stock options to purchase 550,000 shares previously
    granted 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 
    1,079,115 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. 




                            II-1<PAGE>
<PAGE>

Any such 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": 23195}]
{"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": "333-71273", "film-number": "99514265"}, "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. 1997 STOCK AWARDS PLAN
                 (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   2,420,885 Shares
$14.00
$15,882,265.00
$4,415.27
Common Stock   1,079,115 Shares
$ 6.03125
$ 6,508,412.34
$1,809.34
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 638,635 shares of Common Stock previously 
    granted under the Advanced Communications Group, Inc. 1997 Stock
    Awards Plan (the "Plan"), $4.75 per share with respect to stock
    options to purchase 85,000 shares previously granted under the Plan,
    $4.50 per share with respect to stock options to purchase 1,147,250
    shares previously granted under the Plan and $2.50 per share with
    respect to stock options to purchase 550,000 shares previously
    granted 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 
    1,079,115 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
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. 

                            II-1
Any such 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