content: <PAGE>   1
     As filed with the Securities and Exchange Commission on October 18, 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)
  
                               1989 STOCK OPTION PLAN
                   1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                             (Full Title of the Plans)
  
                           ----------------------------
  
  
                                                              Copies to:
                   Jeffrey L. Bailey                   Ernest J. Panasci, Esq.
                  Phoenix Network, Inc.                    Freeborn & Peters
                   1687 Cole Boulevard               950 17th Street - Suite 2600
                  Golden, Colorado 80401                Denver, Colorado 80202
         (Name and Address of Agent for Service)            (303) 628-4200
                      (303) 232-4333                 
            (Telephone Number, Including Area 
            Code,  of Agent for Service)
  
                           ----------------------------
  
                         CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
                                                             PROPOSED MAXIMUM         PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE               AMOUNT TO BE      OFFERING PRICE PER       AGGREGATE OFFERING          AMOUNT OF
          REGISTERED                       REGISTERED            SHARE (1)               PRICE (1)           REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------------
             <S>                            <C>                     <C>                  <C>                      <C>
  Common Stock ($0.001  par value)
  
  1989 Stock Option Plan                    3,000,000                                    $13,875,000
  
  1992 Non-Employee Directors' Stock
  Option Plan                                 480,000                                     $2,220,000
  
  Total Common Stock,                       ---------                                    -----------
  $0.001 par value
                                            3,480,000               $4.625               $16,095,000              $4878
  ====================================================================================================================================
  </TABLE>   
  
  (1)      Calculated pursuant to Rule 457 (h), based on the average of the high 
           and low prices for the Common Stock on the American Stock Exchange 
           Composite tape for October 13, 1996.
  
  ================================================================================
  
  <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
  
  
  
  
  
                                        2
  <PAGE>   3
      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.
  
  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.
  
  
  
  
  
                                        3
  <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.
  
  
  
  
  
                                        4
  <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 18th 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.
  
  <PAGE>   6
      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 18, 1996.
  
  
  
      Signature                                      Title
      ---------                                      -----
  
  
  /s/ Wallace M. Hammond                        President, Chief Executive
  ---------------------------                   and Director                   
   Wallace M. Hammond                           (Principal Executive Officer)  
                                                                               
                                                                               
  
   /s/ Jeffrey L. Bailey                        Senior Vice President and Chief
  ---------------------------                   Financial Officer        
    Jeffrey L. Bailey                           (Principal Financial     
                                                and Accounting Officer)  
                                                                         
                                             
  
   /s/ Thomas H. Bell                           Director
  ---------------------------
    Thomas H. Bell
  
  
   /s/ James W, Gallaway                        Director
  ---------------------------
    James W. Gallaway
  
  
   /s/ Merrill L. Magowan                       Director
  ---------------------------
    Merrill L. Magowan
  
  
   /s/ Carles C. McGettigan                     Director
  ---------------------------
   Charles C. McGettigan
  
  
   /s/ David Singleton                          Director
  ---------------------------
    David Singleton
  
  
  ---------------------------                   Director
    Max E. Thornhill
  <PAGE>   7
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT                                                 
    NO.                              DESCRIPTION
  --------                           -----------
  <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       1989 Stock Option Plan, as amended.
  
     4.4       1992 Non-Employee Directors' Stock Option Plan, as amended.
  
     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>
  
  -----------------
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text: 1
     As filed with the Securities and Exchange Commission on October 18, 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)
  
                               1989 STOCK OPTION PLAN
                   1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                             (Full Title of the Plans)
  
                           ----------------------------
  
                                                              Copies to:
                   Jeffrey L. Bailey                   Ernest J. Panasci, Esq.
                  Phoenix Network, Inc.                    Freeborn & Peters
                   1687 Cole Boulevard               950 17th Street - Suite 2600
                  Golden, Colorado 80401                Denver, Colorado 80202
         (Name and Address of Agent for Service)            (303) 628-4200
                      (303) 232-4333                 
            (Telephone Number, Including Area 
            Code,  of Agent for Service)
  
                           ----------------------------
  
                         CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  ====================================================================================================================================
                                                             PROPOSED MAXIMUM         PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE               AMOUNT TO BE      OFFERING PRICE PER       AGGREGATE OFFERING          AMOUNT OF
          REGISTERED                       REGISTERED            SHARE (1)               PRICE (1)           REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock ($0.001  par value)
  
  1989 Stock Option Plan                    3,000,000                                    $13,875,000
  
  1992 Non-Employee Directors' Stock
  Option Plan                                 480,000                                     $2,220,000
  
  Total Common Stock,                       ---------                                    -----------
  $0.001 par value
                                            3,480,000               $4.625               $16,095,000              $4878
  ====================================================================================================================================
  (1)      Calculated pursuant to Rule 457 (h), based on the average of the high 
           and low prices for the Common Stock on the American Stock Exchange 
           Composite tape for October 13, 1996.
  
  ================================================================================
  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
  
                                        2
  3
      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.
  
  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.
  
                                        3
  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.
  
                                        4
  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 18th 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.
  6
      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 18, 1996.
  
      Signature                                      Title
      ---------                                      -----
  
  /s/ Wallace M. Hammond                        President, Chief Executive
  ---------------------------                   and Director                   
   Wallace M. Hammond                           (Principal Executive Officer)  
                                                                               
                                                                               
  
   /s/ Jeffrey L. Bailey                        Senior Vice President and Chief
  ---------------------------                   Financial Officer        
    Jeffrey L. Bailey                           (Principal Financial     
                                                and Accounting Officer)  
                                                                         
                                             
  
   /s/ Thomas H. Bell                           Director
  ---------------------------
    Thomas H. Bell
  
   /s/ James W, Gallaway                        Director
  ---------------------------
    James W. Gallaway
  
   /s/ Merrill L. Magowan                       Director
  ---------------------------
    Merrill L. Magowan
  
   /s/ Carles C. McGettigan                     Director
  ---------------------------
   Charles C. McGettigan
  
   /s/ David Singleton                          Director
  ---------------------------
    David Singleton
  
  ---------------------------                   Director
    Max E. Thornhill
  7
                                   EXHIBIT INDEX
  EXHIBIT                                                 
    NO.                              DESCRIPTION
  --------                           -----------
  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       1989 Stock Option Plan, as amended.
  
     4.4       1992 Non-Employee Directors' Stock Option Plan, as amended.
  
     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).
  -----------------