content: <PAGE>   1
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1996
   
                                                   REGISTRATION NO. 333-
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                  ---------------
                                      FORM S-8
   
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                                  ---------------
                               PHOENIX NETWORK, INC.
               (Exact name of registrant as specified in its charter)
                                  ---------------
   
             DELAWARE                                     84-0881154
     (State of Incorporation)                (I.R.S. Employer Identification No.)
   
                    1687 COLE BOULEVARD, GOLDEN, COLORADO 80401
                      (Address of principal executive offices)
                    1988 STOCK OPTION PLAN OF AMERICONNECT, INC.
                    1994 STOCK OPTION PLAN OF AMERICONNECT, INC.
                             (Full Title of the Plans)
                                  ---------------
   
                Jeffrey L. Bailey
              Phoenix Network, Inc.                           Copies to:
               1687 Cole Boulevard                     Ernest J. Panasci, Esq.
              Golden, Colorado 80401                      Freeborn & Peters
     (Name and Address of Agent for Service)        950 17th Street -- Suite 2600
                  (303) 232-4333                        Denver, Colorado 80202
     (Telephone Number, Including Area Code,                    (303) 628-4200
              of Agent for Service)
   
                                  ---------------
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------
                                                                  PROPOSED MAXIMUM
                                                 PROPOSED MAXIMUM     AGGREGATE
  TITLE OF SECURITIES              AMOUNT TO BE   OFFERING PRICE      OFFERING        AMOUNT OF
  TO BE REGISTERED                  REGISTERED     PER SHARE(1)       PRICE(1)     REGISTRATION FEE
  -------------------------------------------------------------------------------------------------
  <S>                             <C>            <C>              <C>              <C>
  Common Stock ($0.001 par
    value.........................
  -------------------------------------------------------------------------------------------------
  1988 Stock Option Plan of
    AmeriConnect, Inc.............     58,396         $0.184           $10,745
  -------------------------------------------------------------------------------------------------
  1994 Stock Option Plan of
    AmeriConnect, Inc.............     105,797        $1.623          $171,708
  -------------------------------------------------------------------------------------------------
  Total Common Stock,
    $0.001 par value..............     164,193                        $182,453           $63
  -------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------
  </TABLE>
   
  (1) Calculated pursuant to Rule 457 (h), the offering price per share and the
      aggregate offering price are based upon the exercise prices for shares
      subject to options previously granted (i) under the 1988 Stock Option Plan
      of AmeriConnect, Inc. (58,396 shares at an average per share exercise price
      of $0.184) and (ii) under the 1994 Stock Option Plan of AmeriConnect, Inc.
      (105,797 shares at an average per share exercise price of $1.623). No
      additional options will be granted under the 1988 Stock Option Plan of
      AmeriConnect, Inc. and the 1994 Stock Option Plan of AmeriConnect, Inc.
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  <PAGE>   2
   
                                       PART I
   
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
   
  ITEM 1. PLAN INFORMATION*
   
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
   
       *  Information required by Part I to be contained in the Section 10(a)
          prospectus is omitted from the Registration Statement in accordance with
          Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
          S-8.
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
       The following documents filed by Registrant with the Securities and
  Exchange Commission (the "Commission") are hereby incorporated by reference in
  this Registration Statement:
   
            (1) Registrant's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1995, as amended on Form 10-K/A;
   
            (2) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
       March 31, 1996, and June 30, 1996;
   
            (3) Registrant's Current Reports on Form 8-K dated January 31, 1996,
       as amended on April 1, 1996, and October 8, 1996;
   
            (4) The description of the Registrant's Common Stock which is
       contained in the Registrant's Registration Statement on Form 10, filed
       August 7, 1989 (File No. 0-17909) including any amendment or report filed
       for the purpose of updating such description.
   
       In addition, all reports and other documents subsequently filed by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment which
  indicates that all securities offered 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 of this Registration Statement from the date
  of the filing of such reports and documents.
   
       Any statement contained in a document incorporated by, 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 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
   
       Freeborn & Peters, Denver, Colorado has acted as counsel for the Registrant
  in connection with the Registration Statement and has rendered its opinion in
  connection therewith. Ernest J. Panasci, a partner of Freeborn & Peters, is
  Secretary of the Registrant.
   
                                          1
  <PAGE>   3
   
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
   
       Article VI of the Registrant's Certificate of Incorporation ("Article VI")
  is consistent with Section 102(b)(7) of the Delaware General Corporation Law,
  which generally permits a company to include a provision limiting the personal
  liability of a director in the company's certificate of incorporation. With
  limitations, Article VI eliminates the personal liability of the Registrant's
  directors to the Registrant or its stockholders for monetary damages for breach
  of fiduciary duty as a director. However, Article VI does not eliminate director
  liability: (i) for breaches of the duty of loyalty to the Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law; (iii) for any transaction
  from which a director derives an improper personal benefit; and (iv) under
  Section 174 of the Delaware General Corporation Law ("Section 174"). Section 174
  makes directors personally liable for unlawful dividends and stock repurchases
  or redemptions and expressly sets forth a negligence standard with respect to
  such liability. While Article VI protects the directors from awards for monetary
  damages for breaches of their duty of care, it does not eliminate their duty of
  care. The limitations in Article VI have no effect on claims arising under the
  federal securities laws.
   
       With certain limitations, Article XI of the Registrant's By-Law ("By-Laws
  Article XI") provides for indemnification of any of the Registrant's past,
  present and future officers and directors against liabilities and reasonable
  expenses incurred in any criminal or civil action by reason of such person's
  being or having been an officer or director of the Registrant or of any other
  corporation which such person serves as such at the request of the Registrant.
  Indemnification under By-Laws Article XI is limited to officers and directors
  who have acted in good faith and in a manner they reasonably believed to be in
  the best interests of the Registrant. Any questions regarding whether the
  officer or director has met the required standards of conduct are to be answered
  by (i) a majority of disinterested directors, or (ii) a written opinion of
  independent legal counsel selected by the Board. Indemnification rights under
  By-Laws Article XI are non-exclusive. In the event of an officer's or director's
  death, such person's indemnification rights shall extend to his or her heirs and
  legal representatives. Rights under By-Laws Article XI are separable, and if any
  part of that section is determined to be invalid for any reason, all other parts
  remain in effect.
   
       Under Section 145 of the Delaware General Corporation Law, directors and
  officers, as well as other employees and individuals, may be indemnified against
  expenses (including attorneys' fees), judgments, fines, amounts paid in
  settlement in connection with specified actions, suits, or proceedings, whether
  civil, criminal, administrative, or investigative (other than an action by or in
  the right of the corporation -- a "derivative action") if they acted in good
  faith and in a manner they reasonably believed to be in, or not opposed to, the
  best interests of the corporation, and, with respect to criminal actions or
  proceedings, had no reasonable cause to believe their conduct was unlawful. A
  similar standard of care is applicable in the case of derivative actions, except
  that indemnification only extends to expenses (including attorneys' fees)
  incurred in connection with the defense or settlement of such an action, and the
  Delaware General Corporation Law requires court approval before there can be any
  indemnification where the person seeking indemnification has been found liable
  to the corporation.
   
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
   
       Not applicable.
   
  ITEM 8. EXHIBITS
   
       The Exhibits to this Registration Statement are listed in the Exhibit Index
  on page E-1 of this Registration Statement, which Index is incorporated herein
  by reference.
   
                                          2
  <PAGE>   4
   
  ITEM 9. UNDERTAKINGS
   
       1. The undersigned Registrant hereby undertakes:
   
            (a) 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;
   
               (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) if, in the aggregate, the
          changes in volume and price represent no more than a 20 percent 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)(i) and (a)(ii) do not apply if the
  Registration Statement is on Form S-3 or Form S-8 and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed by the issuer pursuant to section 13 or section 15(d) of
  the Exchange Act that are incorporated by reference in the Registration
  Statement;
   
            (b) 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
       herein, and the offering of such securities at that time shall be deemed to
       be the initial bona fide offering thereof;
   
            (c) 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.
   
       2. 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 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.
   
       3. 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 provisions described under Item 6 above, 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 Securities Act of 1933 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
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
   
                                          3
  <PAGE>   5
   
                                     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 Golden, State of Colorado, on the 8th day of October,
  1996.
   
                                              PHOENIX NETWORK, INC.
   
                                              By:   /s/  WALLACE M. HAMMOND
                                                 ---------------------------------
                                                        Wallace M. Hammond
                                                President, Chief Executive Officer
                                                            and Director
   
                                 POWER OF ATTORNEY
   
       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Wallace M. Hammond and Jeffrey L. Bailey,
  and each or any one of them, his true and lawful attorney-in-fact and agent,
  with full power of substitution and resubstitution, for him and in his name,
  place and stead, in any and all capacities, to sign any and 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
  connection therewith, 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 or his substitutes or substitute, may
  lawfully do or cause to be done by virtue hereof.
   
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on October 8, 1996.
   
  <TABLE>
  <CAPTION>
                    SIGNATURE                                           TITLE
  ---------------------------------------------     ---------------------------------------------
  <C>                                               <S>
               /s/  WALLACE M. HAMMOND              President, Chief Executive Officer and
  ---------------------------------------------       Director (Principal Executive Officer)
               Wallace M. Hammond              
  
             /s/  JEFFREY L. BAILEY                Senior Vice President and Chief Financial
  ---------------------------------------------       Officer (Principal Financial and Accounting
                Jeffrey L. Bailey                     Officer)
                                                
  
                                                    Director
  ---------------------------------------------
                 Thomas H. Bell
  
             /s/  JAMES W. GALLAWAY                 Director
  ---------------------------------------------
                James W. Gallaway
  
                                                    Director
  ---------------------------------------------
               Merrill L. Magowan
  
           /s/  CHARLES C. McGETTIGAN               Director
  ---------------------------------------------
              Charles C. McGettigan
  
              /s/  DAVID SINGLETON                  Director
  ---------------------------------------------
                 David Singleton
  
             /s/  MAX E. THORNHILL                  Director
  ---------------------------------------------
                Max E. Thornhill
  </TABLE>
   
                                          4
  <PAGE>   6
   
                                   EXHIBIT INDEX
   
  <TABLE>
  <CAPTION>
   EXHIBIT                                                                           SEQUENTIAL
     NO.                                   DESCRIPTION                                PAGE NO.
  ---------- ----------------------------------------------------------------------  ------------
  <C>        <S>                                                                     <C>
       4.1   -- Restated Certificate of Incorporation of the Registrant filed as an
                exhibit to the Registrant's quarterly report on Form 10-Q for the
                quarter ended October 31, 1990, is hereby incorporated by reference.
       4.2   -- Bylaws of the Registrant filed as an exhibit to the Registrant's
                quarterly report on Form 10-Q for the quarter ended October 31, 1990,
                is hereby incorporated by reference.
       4.3   -- 1988 Stock Option Plan of AmeriConnect, Inc., as amended, filed as
                Exhibit 10.4 to AmeriConnect Inc.'s registration statement on Form
                S-1, File No. 33-23845, is hereby incorporated by reference.
       4.4   -- 1994 Stock Option Plan of AmeriConnect, Inc., as amended, filed as
                Exhibit 4.3 to AmeriConnect Inc.'s registration statement on Form
                S-8, File No. 33-80058, is hereby incorporated by reference.
       5.1   -- Opinion of Freeborn & Peters.
      23.1   -- Consent of Freeborn & Peters (contained in Exhibit 5.1).
      23.2   -- Consent of Grant Thornton LLP
      24.1   -- Power of Attorney (contained on the signature pages).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21445}]
metadata_filer: {"company-data": {"conformed-name": "PHOENIX NETWORK INC", "cik": "0000704862", "assigned-sic": "4899", "irs-number": "840881154", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13709", "film-number": "96640820"}, "business-address": {"street1": "550 CALIFORNIA ST", "street2": "11TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4159813000"}, "mail-address": {"street1": "550 CALIFORNIA ST", "street2": "11TH FLOOR", "city": "SAN FRANCICO", "state": "CA", "zip": "94104"}, "former-company": {"former-conformed-name": "COMMONWEALTH CAPITAL LTD", "date-changed": "19871229"}}
text: 1
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1996
   
                                                   REGISTRATION NO. 333-
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                  ---------------
                                      FORM S-8
   
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                                  ---------------
                               PHOENIX NETWORK, INC.
               (Exact name of registrant as specified in its charter)
                                  ---------------
   
             DELAWARE                                     84-0881154
     (State of Incorporation)                (I.R.S. Employer Identification No.)
   
                    1687 COLE BOULEVARD, GOLDEN, COLORADO 80401
                      (Address of principal executive offices)
                    1988 STOCK OPTION PLAN OF AMERICONNECT, INC.
                    1994 STOCK OPTION PLAN OF AMERICONNECT, INC.
                             (Full Title of the Plans)
                                  ---------------
   
                Jeffrey L. Bailey
              Phoenix Network, Inc.                           Copies to:
               1687 Cole Boulevard                     Ernest J. Panasci, Esq.
              Golden, Colorado 80401                      Freeborn & Peters
     (Name and Address of Agent for Service)        950 17th Street -- Suite 2600
                  (303) 232-4333                        Denver, Colorado 80202
     (Telephone Number, Including Area Code,                    (303) 628-4200
              of Agent for Service)
   
                                  ---------------
                          CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------
                                                                  PROPOSED MAXIMUM
                                                 PROPOSED MAXIMUM     AGGREGATE
  TITLE OF SECURITIES              AMOUNT TO BE   OFFERING PRICE      OFFERING        AMOUNT OF
  TO BE REGISTERED                  REGISTERED     PER SHARE(1)       PRICE(1)     REGISTRATION FEE
  -------------------------------------------------------------------------------------------------
  Common Stock ($0.001 par
    value.........................
  -------------------------------------------------------------------------------------------------
  1988 Stock Option Plan of
    AmeriConnect, Inc.............     58,396         $0.184           $10,745
  -------------------------------------------------------------------------------------------------
  1994 Stock Option Plan of
    AmeriConnect, Inc.............     105,797        $1.623          $171,708
  -------------------------------------------------------------------------------------------------
  Total Common Stock,
    $0.001 par value..............     164,193                        $182,453           $63
  -------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------
  (1) Calculated pursuant to Rule 457 (h), the offering price per share and the
      aggregate offering price are based upon the exercise prices for shares
      subject to options previously granted (i) under the 1988 Stock Option Plan
      of AmeriConnect, Inc. (58,396 shares at an average per share exercise price
      of $0.184) and (ii) under the 1994 Stock Option Plan of AmeriConnect, Inc.
      (105,797 shares at an average per share exercise price of $1.623). No
      additional options will be granted under the 1988 Stock Option Plan of
      AmeriConnect, Inc. and the 1994 Stock Option Plan of AmeriConnect, Inc.
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  2
   
                                       PART I
   
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
   
  ITEM 1. PLAN INFORMATION*
   
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
   
       *  Information required by Part I to be contained in the Section 10(a)
          prospectus is omitted from the Registration Statement in accordance with
          Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
          S-8.
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
       The following documents filed by Registrant with the Securities and
  Exchange Commission (the "Commission") are hereby incorporated by reference in
  this Registration Statement:
   
            (1) Registrant's Annual Report on Form 10-K for the fiscal year ended
       December 31, 1995, as amended on Form 10-K/A;
   
            (2) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
       March 31, 1996, and June 30, 1996;
   
            (3) Registrant's Current Reports on Form 8-K dated January 31, 1996,
       as amended on April 1, 1996, and October 8, 1996;
   
            (4) The description of the Registrant's Common Stock which is
       contained in the Registrant's Registration Statement on Form 10, filed
       August 7, 1989 (File No. 0-17909) including any amendment or report filed
       for the purpose of updating such description.
   
       In addition, all reports and other documents subsequently filed by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934 prior to the filing of a post-effective amendment which
  indicates that all securities offered 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 of this Registration Statement from the date
  of the filing of such reports and documents.
   
       Any statement contained in a document incorporated by, 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 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
   
       Freeborn & Peters, Denver, Colorado has acted as counsel for the Registrant
  in connection with the Registration Statement and has rendered its opinion in
  connection therewith. Ernest J. Panasci, a partner of Freeborn & Peters, is
  Secretary of the Registrant.
   
                                          1
  3
   
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
   
       Article VI of the Registrant's Certificate of Incorporation ("Article VI")
  is consistent with Section 102(b)(7) of the Delaware General Corporation Law,
  which generally permits a company to include a provision limiting the personal
  liability of a director in the company's certificate of incorporation. With
  limitations, Article VI eliminates the personal liability of the Registrant's
  directors to the Registrant or its stockholders for monetary damages for breach
  of fiduciary duty as a director. However, Article VI does not eliminate director
  liability: (i) for breaches of the duty of loyalty to the Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law; (iii) for any transaction
  from which a director derives an improper personal benefit; and (iv) under
  Section 174 of the Delaware General Corporation Law ("Section 174"). Section 174
  makes directors personally liable for unlawful dividends and stock repurchases
  or redemptions and expressly sets forth a negligence standard with respect to
  such liability. While Article VI protects the directors from awards for monetary
  damages for breaches of their duty of care, it does not eliminate their duty of
  care. The limitations in Article VI have no effect on claims arising under the
  federal securities laws.
   
       With certain limitations, Article XI of the Registrant's By-Law ("By-Laws
  Article XI") provides for indemnification of any of the Registrant's past,
  present and future officers and directors against liabilities and reasonable
  expenses incurred in any criminal or civil action by reason of such person's
  being or having been an officer or director of the Registrant or of any other
  corporation which such person serves as such at the request of the Registrant.
  Indemnification under By-Laws Article XI is limited to officers and directors
  who have acted in good faith and in a manner they reasonably believed to be in
  the best interests of the Registrant. Any questions regarding whether the
  officer or director has met the required standards of conduct are to be answered
  by (i) a majority of disinterested directors, or (ii) a written opinion of
  independent legal counsel selected by the Board. Indemnification rights under
  By-Laws Article XI are non-exclusive. In the event of an officer's or director's
  death, such person's indemnification rights shall extend to his or her heirs and
  legal representatives. Rights under By-Laws Article XI are separable, and if any
  part of that section is determined to be invalid for any reason, all other parts
  remain in effect.
   
       Under Section 145 of the Delaware General Corporation Law, directors and
  officers, as well as other employees and individuals, may be indemnified against
  expenses (including attorneys' fees), judgments, fines, amounts paid in
  settlement in connection with specified actions, suits, or proceedings, whether
  civil, criminal, administrative, or investigative (other than an action by or in
  the right of the corporation -- a "derivative action") if they acted in good
  faith and in a manner they reasonably believed to be in, or not opposed to, the
  best interests of the corporation, and, with respect to criminal actions or
  proceedings, had no reasonable cause to believe their conduct was unlawful. A
  similar standard of care is applicable in the case of derivative actions, except
  that indemnification only extends to expenses (including attorneys' fees)
  incurred in connection with the defense or settlement of such an action, and the
  Delaware General Corporation Law requires court approval before there can be any
  indemnification where the person seeking indemnification has been found liable
  to the corporation.
   
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
   
       Not applicable.
   
  ITEM 8. EXHIBITS
   
       The Exhibits to this Registration Statement are listed in the Exhibit Index
  on page E-1 of this Registration Statement, which Index is incorporated herein
  by reference.
   
                                          2
  4
   
  ITEM 9. UNDERTAKINGS
   
       1. The undersigned Registrant hereby undertakes:
   
            (a) 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;
   
               (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) if, in the aggregate, the
          changes in volume and price represent no more than a 20 percent 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)(i) and (a)(ii) do not apply if the
  Registration Statement is on Form S-3 or Form S-8 and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed by the issuer pursuant to section 13 or section 15(d) of
  the Exchange Act that are incorporated by reference in the Registration
  Statement;
   
            (b) 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
       herein, and the offering of such securities at that time shall be deemed to
       be the initial bona fide offering thereof;
   
            (c) 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.
   
       2. 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 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.
   
       3. 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 provisions described under Item 6 above, 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 Securities Act of 1933 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
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
   
                                          3
  5
   
                                     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 Golden, State of Colorado, on the 8th day of October,
  1996.
   
                                              PHOENIX NETWORK, INC.
   
                                              By:   /s/  WALLACE M. HAMMOND
                                                 ---------------------------------
                                                        Wallace M. Hammond
                                                President, Chief Executive Officer
                                                            and Director
   
                                 POWER OF ATTORNEY
   
       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Wallace M. Hammond and Jeffrey L. Bailey,
  and each or any one of them, his true and lawful attorney-in-fact and agent,
  with full power of substitution and resubstitution, for him and in his name,
  place and stead, in any and all capacities, to sign any and 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
  connection therewith, 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 or his substitutes or substitute, may
  lawfully do or cause to be done by virtue hereof.
   
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on October 8, 1996.
  SIGNATURE                                           TITLE
  ---------------------------------------------     ---------------------------------------------
  /s/  WALLACE M. HAMMOND              President, Chief Executive Officer and
  ---------------------------------------------       Director (Principal Executive Officer)
               Wallace M. Hammond              
  
             /s/  JEFFREY L. BAILEY                Senior Vice President and Chief Financial
  ---------------------------------------------       Officer (Principal Financial and Accounting
                Jeffrey L. Bailey                     Officer)
                                                
  
                                                    Director
  ---------------------------------------------
                 Thomas H. Bell
  
             /s/  JAMES W. GALLAWAY                 Director
  ---------------------------------------------
                James W. Gallaway
  
                                                    Director
  ---------------------------------------------
               Merrill L. Magowan
  
           /s/  CHARLES C. McGETTIGAN               Director
  ---------------------------------------------
              Charles C. McGettigan
  
              /s/  DAVID SINGLETON                  Director
  ---------------------------------------------
                 David Singleton
  
             /s/  MAX E. THORNHILL                  Director
  ---------------------------------------------
                Max E. Thornhill
  4
  6
   
                                   EXHIBIT INDEX
  EXHIBIT                                                                           SEQUENTIAL
     NO.                                   DESCRIPTION                                PAGE NO.
  ---------- ----------------------------------------------------------------------  ------------
  4.1   -- Restated Certificate of Incorporation of the Registrant filed as an
                exhibit to the Registrant's quarterly report on Form 10-Q for the
                quarter ended October 31, 1990, is hereby incorporated by reference.
       4.2   -- Bylaws of the Registrant filed as an exhibit to the Registrant's
                quarterly report on Form 10-Q for the quarter ended October 31, 1990,
                is hereby incorporated by reference.
       4.3   -- 1988 Stock Option Plan of AmeriConnect, Inc., as amended, filed as
                Exhibit 10.4 to AmeriConnect Inc.'s registration statement on Form
                S-1, File No. 33-23845, is hereby incorporated by reference.
       4.4   -- 1994 Stock Option Plan of AmeriConnect, Inc., as amended, filed as
                Exhibit 4.3 to AmeriConnect Inc.'s registration statement on Form
                S-8, File No. 33-80058, is hereby incorporated by reference.
       5.1   -- Opinion of Freeborn & Peters.
      23.1   -- Consent of Freeborn & Peters (contained in Exhibit 5.1).
      23.2   -- Consent of Grant Thornton LLP
      24.1   -- Power of Attorney (contained on the signature pages).