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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1996
REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 13-3498232
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

8180 GREENSBORO DRIVE, SUITE 800
MCLEAN, VIRGINIA 22102
(703) 442-0220
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)

LEE M. WEINER
VICE PRESIDENT & GENERAL COUNSEL
LCI INTERNATIONAL, INC.
8180 GREENSBORO DRIVE, SUITE 800
MCLEAN, VIRGINIA 22102
(703) 442-0220
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

with a copy to:

WILLIAM N. DYE
WILLKIE FARR & GALLAGHER
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 821-8000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box:[ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE

Proposed Proposed Maximum
Maximum Aggregate Offering Amount of
Title of Each Class of Amount to be Offering Price Price (1) Registration Fee
Securities to be Registered Registered Per Share (1)
- -------------------------------------------------------------------------------------------------------------------------

Common Stock,
par value $.01 per share 1,450,115 shares $32.125 $46,584,944.37 $14,116.65 (2)

(1) Estimated solely for purposes of calculating the registration fee based upon
the average of the high and low prices on October 31, 1996, pursuant to Rule
457(h) under the Securities Act of 1933, as amended.

(2) This amount was wired to the account of the Securities and Exchange
Commission (the "Commission") at Mellon Bank in payment of the required
registration fee due in connection with this Registration Statement.

The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS
Subject To Completion,
Dated November 6, 1996

1,450,115 SHARES

LCI INTERNATIONAL, INC.

COMMON STOCK

All of the 1,450,115 shares of common stock, par value $.01 per share
(the "Common Stock"), of LCI International, Inc. ("LCI" or the "Company")
offered hereby are being offered by certain stockholders of the Company (the
"Selling Stockholders"). The Company will not receive any of the proceeds from
the sale of the shares offered hereby. See "Selling Stockholders" and
"Underwriting."

The Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "LCI." On November 5, 1996, the closing price of the Common
Stock on the NYSE was $34 per share.

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

===================================================================================================================================
Underwriting Proceeds to
Discounts and Selling
Price to Public Commissions (1) Stockholders
- -----------------------------------------------------------------------------------------------------------------------------------

Per Share..................................... $ $ $
- -----------------------------------------------------------------------------------------------------------------------------------
Total......................................... $ $ $
===================================================================================================================================

(1) For information regarding indemnification of the Underwriters, see
"Underwriting."

The shares of Common Stock are offered by the Underwriters, subject to
prior sale, receipt and acceptance by them and subject to the right of the
Underwriters to reject any order in whole or in part and to certain other
conditions. It is expected that delivery of such shares will be made in New
York, New York on or about _______________, 1996.

________________, 1996
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at 450 Fifth Street, NW, Washington, D.C. 20549, and at the
following regional offices of the Commission: 7 World Trade Center, Suite 1300,
New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, NW, Washington, D.C.
20549, at prescribed rates. The Commission also maintains a World Wide Web site
(http://www.sec.gov) containing these reports, proxy statements and other
information. The Common Stock is listed on the New York Stock Exchange, and
these records and other information can also be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all exhibits and amendments, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain portions of which are omitted as
permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statement, including the exhibits and schedules. The
Registration Statement may be inspected, without charge, at the Commission's
principal office at 450 Fifth Street, NW, Washington, D.C. 20549, and also at
the regional offices of the Commission listed above. Copies of such material may
also be obtained from the Commission upon the payment of prescribed rates. The
Registration Statement may also be accessed from the Commission's World Wide Web
site listed above.

Statements contained in the Prospectus as to any contracts, agreements
or other documents filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract, agreement or other document filed as an exhibit to the
Registration Statement for a full statement of the provisions thereof, and each
such statement in the Prospectus is qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act and are hereby incorporated by reference
into this Prospectus:

(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995;

(b) the Company's Proxy Statement relating to the Annual Meeting
of Stockholders held on May 7, 1996;

(c) the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996, June 30, 1996 and September 30,
1996;

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(d) the Company's Current Report on Form 8-K dated June 3, 1996;
and

(e) the description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed under the
Exchange Act and any amendments or reports filed for the
purpose of updating such description.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents (provided, however, that the information referred
to in item 402(a)(8) of Regulation S-K of the Commission shall not be deemed
specifically incorporated by reference herein).

Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents incorporated by reference in this Prospectus (other than exhibits and
schedules thereto, unless such exhibits or schedules are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or oral requests for copies of these documents should be
directed to LCI International, Inc., c/o LCI International Management Services,
Inc., 4650 Lakehurst Court, Dublin, Ohio 43016, Attention: James D. Heflinger
(telephone: (614) 798-6000).

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THEREOF.

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THE COMPANY

LCI International, Inc. ("LCI" or the "Company") is a facilities-based
long distance telecommunications carrier that provides domestic and
international telecommunications service offerings in all market segments:
commercial, residential and wholesale. The Company serves its customers
primarily through owned and leased digital fiber optic facilities spanning the
U.S. LCI's network also includes switches strategically located throughout the
U.S., connecting LCI to metropolitan areas that account for 95% of U.S. call
volume.

The Company provides a broad array of long distance telecommunications
services to its customers, which include residential, small, medium-sized and
large businesses, national accounts, other carriers, government agencies and
academic institutions. The Company's switched services include basic long
distance, accessible via "1 plus" dialing or dialing a five digit access code,
and a variety of long distance services for larger customers available through
switched or dedicated lines. The Company seeks to attract and retain a wide
range of commercial, wholesale and residential customers through introduction of
new services, as well as continued provision of high quality service at
competitive prices. Although the Company provides long distance services to a
wide range of market segments, the Company does not seek to compete with every
service offered by the Company's competitors.

The Company focuses on differentiating LCI through simple, fair and
inexpensive telecommunications services which provide residential customers with
competitive and easy-to-understand rates that primarily vary based on whether a
call is placed during or after business hours and not by the distance of a call.
The Company does not attach any complex conditions to its residential services,
such as minimum monthly usage or requiring customers to sign up other customers
to earn full discounts. An additional element is added to this strategy for
commercial customers, where LCI also focuses on offering a full complement of
high quality, competitively priced services to small, medium-sized and large
customers including calling card services, "800 services," audioconferencing and
specialized high-volume data transmission services. The Company's strategic
direction is supported by growth through expansion in sales offices and network
operating facilities, sales agent and distributor relationships, service
offerings to each market segment and selective acquisitions. This approach is
dependent on maintaining efficient, low cost operations in order to preserve
pricing flexibility and operating margins.

The Company is also involved in state regulatory proceedings in various
states to secure approval to resell local service, which would enable the
Company to provide combined local and long distance services to existing and
prospective customers. The local service industry is estimated to be a $90
billion market. The Company believes that it has significant opportunities in
this industry. As of October 31, 1996, the Company had received different levels
of approval to resell local services in California, Connecticut, Florida,
Georgia, Illinois, Maryland, Michigan, Minnesota, Nevada, New York, South
Carolina, Tennessee, Texas and Wisconsin, and had applications for local service
authority pending in 14 other states.

The Company provides service to its customers through digital fiber
optic facilities which are owned and leased. Collectively, these facilities
constitute the Company's "network." The Company has agreements with certain
interexchange carriers, local exchange carriers and third party vendors to lease
facilities for originating, terminating and transport services. Certain of these
agreements require the Company to maintain minimum monthly and/or annual
billings based on usage. The third party carriers include AT&T Corp. ("AT&T"),
WorldCom Network Services, Inc. d/b/a WilTel

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("WorldCom"), Sprint Corporation ("Sprint") and MCI Telecommunications Corp.
("MCI"). In addition, the Company uses services provided by each Regional Bell
Operating Company ("RBOC"), GTE Telephone Operating Companies and other smaller
local exchange carriers. The Company currently has one significant contract with
a particular third party carrier. The amounts payable under that contract,
however, represent less than 10% of the Company's revenue on an annual basis.
The Company manages its network in order to maximize reliability and redundancy
and minimize dependence on any particular third party carrier. The Company may,
however, increase its reliance on a particular third party carrier as a result
of service, quality and pricing considerations. The Company has engineered its
network to minimize the impact on its customers of a service failure and has
established contingency plans to reroute traffic as quickly as possible if a
service failure by a third party carrier should occur. Although most service
failures that the Company has experienced have been corrected in a relatively
short time period, a catastrophic service failure could interrupt the provision
of service by both the Company and its competitors for a lengthy time period.
The restoration period for a catastrophic service failure cannot be reasonably
determined. The Company has not, however, experienced a catastrophic service
failure in its history.

LCI, a Delaware corporation, was incorporated in 1988 and is a holding
company. The Company's operations are conducted through its wholly owned
subsidiaries. The Company's principal executive offices are located at 8180
Greensboro Drive, Suite 800, McLean, Virginia 22102 (telephone number (703)
442-0220). The Company maintains a home page on the World Wide Web located at
http://www.lci.com. Information contained in the Company's World Wide Web site
shall not be deemed part of this Prospectus. As used in this Prospectus,
references to "LCI" and the "Company" refer to LCI and its wholly owned
subsidiaries, unless otherwise indicated or the context otherwise requires.

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RISK FACTORS

Prospective investors in the shares of Common Stock offered hereby
should carefully consider the following risk factors, in addition to the other
information appearing and incorporated by reference in this Prospectus. This
Prospectus and the documents incorporated herein by reference contain
forward-looking statements which involve risks and uncertainties. The Company's
actual results in the future could differ significantly from the results
discussed in such forward-looking statements. Factors that cause or contribute
to such a difference include, but are not limited to, those discussed in "Risk
Factors" as well as elsewhere in this Prospectus and in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Business" in
the Company's periodic reports filed under the Exchange Act incorporated herein
by reference.

Competition. The long distance telecommunications market is highly
competitive and the Company expects that this competition will increase. The
Company competes with the five largest interexchange carriers, AT&T, MCI,
Sprint, WorldCom and Frontier Corporation, as well as other interexchange
carriers, resellers, and local exchange carriers (including the RBOCs) in
providing various types of long distance telecommunications services. The
Company believes that the principal factors affecting its market share are
pricing, customer service and diversity of services and features. Several of the
Company's competitors are substantially larger and have substantially greater
financial, technical and marketing resources than the Company. The Company's
ability to compete effectively will depend on its continued ability to maintain
high quality, market-driven services at prices generally equal to or lower than
those charged by its competitors. Additionally, the Company will compete with
the same types of carriers as it enters the local service market.

Regulation. The Company is subject to regulation by the Federal
Communications Commission (the "FCC") and by various state public service and
public utility commissions. The Telecommunications Act of 1996 (the "1996 Act"),
enacted in February 1996, is expected to have a material impact on the Company's
operations and those of its competitors. The 1996 Act provided that the RBOCs
would be allowed to provide long distance telephone service in exchange for
opening their local networks to competition, but set different standards
relating to the provision of long distance telephone service by RBOCs within
their local service territories than for outside of their local service
territories. Pursuant to the 1996 Act, the RBOCs are currently allowed to offer
long distance services outside of their local service territories.

In August 1996, the FCC adopted a comprehensive order (the
"Interconnection Order") to implement policies, rules and procedures regarding
local service competition under the 1996 Act. The Interconnection Order was
appealed by several states, companies and other entities. Additionally, in
September 1996, the United States Court of Appeals for the Eighth Circuit issued
a temporary stay, pending appeal, of the pricing provisions and the "pick and
choose" rules of the Interconnection Order. The FCC and several other entities
submitted applications to the U.S. Supreme Court (the "Court") to vacate the
stay and implement those provisions of the Interconnection Order. On October 31,
1996, Justice Clarence Thomas denied those applications to vacate the stay.
Those applications have been resubmitted to the Court. Under Court custom, such
requests are typically referred to the full Court for review. Because of the
uncertainty regarding the Interconnection Order, the Company is unable to
predict what effect it might have on local or long distance telecommunications
services competition. Other rulemaking proceedings relating to the 1996 Act are
planned or currently underway by the FCC and could also materially impact the
nature and scope of competition in the telecommunications industry.

In connection with the Company's provision of intrastate long distance
services, the Company's subsidiary, LCI International Telecom Corp. ("LCIT"),
must maintain certificates of public convenience and necessity from state
regulatory authorities and is generally required to file

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tariffs with such authorities. There can be no assurance that the Company will
not experience difficulties in maintaining necessary state authorizations, that
regulators or third parties will not raise material issues with regard to LCIT's
compliance or non-compliance with applicable regulations or that such
difficulties or issues will not adversely affect the Company's business.

Although the trend in federal and state regulation appears to favor
increased competition, no assurance can be given that changes in current or
future regulations adopted by the FCC or state regulatory bodies or legislative
initiatives will not have a material adverse effect on the Company.

Risks Relating to Growth and Expansion Strategy. The Company expects
its future growth to come from internally generated sources, as well as
acquisitions. Internally generated growth will depend in part upon the Company's
ability to expand existing sales channels and hire additional personnel. The
Company's internal customer growth is supported by a variety of sales channels,
including its internal sales force, advertising, telemarketing and independent
sales agents and distributors who are parties to contracts with the Company.
Compensation for sales of such sales agents is typically paid in the form of
ongoing commissions based upon collected revenue attributable to customers
generated by them. A nationwide network of third party sales agents managed by
one vendor continues to be the most successful of the Company's sales agents and
accounted for a significant portion of the Company's residential/small business
revenue and sales growth. There can be no assurance that the Company will be
able to renew any existing agreements with sales agents or distributors upon
their expiration or termination or negotiate additional agreements on favorable
terms. Additionally, there can be no assurance that the Company would be able to
successfully establish other methods of marketing should it become necessary in
the future.

The Company expects part of its future growth to come from
acquisitions. Such growth will therefore depend on the Company's ability to
identify suitable acquisition candidates and to finance such acquisitions. The
Company will also be subject to competition for suitable acquisition candidates.
The Company expects to actively explore potential acquisitions and may enter
into discussions from time to time with potential acquisition candidates. There
can be no assurance, however, that any such acquisitions will occur or that any
such acquisitions, if made, would be made in a timely manner. Any acquisitions,
if made, could divert the Company's resources and management and would require
successful integration with the Company's existing network and services.

The Company is involved in state regulatory proceedings in various
states to secure approval to resell local services which would enable the
Company to provide combined local and long distance services to existing and
prospective customers. There can be no assurance that the Company will be able
to compete effectively or profitably in this market.

The Company provides service to its customers through owned and leased
transmission and distribution facilities. As the volume of the Company's traffic
increases, the Company will need to expand the capacity of its network. The
expansion of the network will require construction of additional network
facilities or negotiations with other telecommunications vendors to lease
network capacity. There can be no assurance that the Company will be able to
negotiate needed capacity additions to the network or that, if negotiated, such
capacity additions will be on terms favorable to the Company.

Significant Technological Change. The telecommunications industry is
subject to significant changes in technology. While the Company believes that
for the foreseeable future these changes will neither materially affect the
continued use of fiber optic telecommunications networks nor materially

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hinder the Company's ability to acquire necessary technologies, the effect of
technological changes on the business of the Company cannot be predicted. Thus,
there can be no assurance that technological developments will not have a
material adverse effect on the Company.

Dependence on Key Personnel. The Company is dependent on the active
participation of certain key management and operating personnel, the loss of
whose services could have a material adverse effect of the Company's business.
The Company believes that its future success will depend in large part on its
continued ability to attract and retain highly qualified personnel. Certain of
the Company's key executives are parties to employment agreements with the
Company.

Holding Company Structure. LCI is a holding company, which conducts
substantially all of its operations through its subsidiaries. LCI's principal
assets are the capital stock of its subsidiaries, and it has no independent
means of generating revenues. As a holding company, the Company depends on
dividends and other permitted payments from its subsidiaries to meet its cash
needs. LCI SPC I, a subsidiary of LCI, is subject to certain contractual
restrictions concerning the payment of dividends or making of loans or advances
to LCI. There are, however, no restrictions on the movement of cash among LCI
and its other subsidiaries.

Influence of Principal Stockholder. As of November 4, 1996, Warburg,
Pincus Capital Company, L.P. ("Warburg") beneficially owned 13.5% of the Common
Stock. As a result of such ownership, Warburg has influence over the election of
the Company's Board of Directors and actions requiring approval by the Company's
stockholders. Additionally, nominees of Warburg currently hold two seats on the
Company's Board of Directors.

Dividend Policy; Restriction on Payment of Dividends. The Company has
never paid a cash dividend on the Common Stock and does not anticipate paying
any cash dividends on the Common Stock in the foreseeable future. Further, the
ability of the Company to pay cash dividends is subject to contractual
restrictions contained in the Company's revolving credit facility and other
documents.

Anti-Takeover Provisions. Certain provisions of the Company's Amended
and Restated Certificate of Incorporation may be deemed to have anti-takeover
effects and may delay, defer or prevent a takeover attempt that a stockholder
might consider to be in its best interest. The Company's Board of Directors has
been divided into three classes, each of which serves for staggered three-year
periods. The Company's Board of Directors may authorize the issuance of up to
10,400,000 shares of preferred stock and determine the rights, preferences,
privileges, qualifications, limitations and restrictions of such shares of
preferred stock, without any further vote or action by the Company's
stockholders. The Company is also subject to the provisions of Section 203 of
the Delaware General Corporation Law, an anti-takeover law. In addition, certain
agreements to which the Company is a party, including its revolving credit
facility, stock option plans and employment contracts contain acceleration
provisions in the event of a change of control of the Company.

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USE OF PROCEEDS

The shares of Common Stock offered hereby will be sold on behalf of the
Selling Stockholders named herein. The Company will not receive any of the
proceeds from the offering.

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SELLING STOCKHOLDERS

The following table sets forth certain information with respect to
beneficial ownership of the Common Stock at October 31, 1996, and as adjusted to
reflect the sale by the Selling Stockholders of the Common Stock offered hereby.
All of the shares of Common Stock offered hereby were acquired by the Selling
Stockholders in connection with the acquisition by the Company of Corporate
Telemanagement Group, Inc. in September 1995. Except as may otherwise be
indicated, (i) none of the Selling Stockholders has, or within the past three
years had, any position, office or material relationship with the Company or its
affiliates, and (ii) each Selling Stockholder named has sole voting and
investment power with respect to such Selling Stockholder's shares.

Shares of Common Stock Shares of Common Stock
Beneficially Owned Beneficially Owned
Prior to the Offering Shares to be After the Offering
----------------------- Sold in the ----------------------
Selling Stockholder Number Percent Offering Number Percent
- ------------------- ------ ------- ------------ ------ -------

Leighton M. Cubbage (1), (7), (9)... 589,266 * 374,436 214,830 *
Charles S. Houser (7), (9).......... 372,048 * 146,210 225,838 *
David K. Hudson (7), (9)............ 118,726 * 98,726 20,000 *
Janie P. Houser (2)................. 138,482 * 77,390 61,092 *
H. Richard Eskedor, Jr.............. 229,667 * 68,906 160,761 *
Creditanstalt Corporate Finance,
Inc.............................. 176,455 * 60,000 116,455 *
Jonathan Edward Terrell (6), (9).... 60,593 * 50,593 10,000 *
Marjorie S. Robinson................ 139,610 * 50,434 89,176 *
Richard E. Hassold (3), (7)......... 86,857 * 46,141 40,716 *
Thomas L. McAbee (6), (8)........... 65,100 * 41,377 23,723 *
Chester F. Zoeller, Jr.............. 123,667 * 40,000 83,667 *
Jo Ann C. Langston (4), (6)......... 61,661 * 30,655 31,006 *
J. T. Carneal....................... 34,304 * 34,304 --- *
James G. Ness (5)................... 79,586 * 30,000 49,586 *
June H. McAbee...................... 51,593 * 30,000 21,593 *
David C. Poole...................... 36,812 * 27,876 8,936 *
Elizabeth M. Cobb................... 34,304 * 26,000 8,304 *
Barney R. Shorter (7)............... 54,953 * 22,953 32,000 *
Frank W. Robinson................... 89,518 * 22,832 66,686 *
Thomas L. McAbee, Jr. (6)........... 34,304 * 22,000 12,304 *
The Robinson-Humphrey Company,
Inc.............................. 20,543 * 20,543 --- *
Michele G. Hassold.................. 29,364 * 18,080 11,284 *
Campus Crusade for Christ........... 17,334 * 17,334 --- *
Richard Casebere (6)................ 57,439 * 14,361 43,078 *
Benjamin G. Team.................... 21,680 * 11,680 10,000 *
Catherine McDowell (6), (9)......... 33,741 * 11,741 22,000 *
Rebecca L. Stringer (6)............. 43,853 * 11,265 32,588 *
Fourth Presbyterian Church.......... 10,741 * 10,741 --- *

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Judith C. Slaughter (6)........ 26,924 * 7,094 19,830 *
Linda R. Lewis (6)............. 29,134 * 6,606 22,528 *
31 other Selling
Stockholders, each of
whom is selling less than
5,000 shares in the
offering.................... 36,019 * 19,837 16,182 *

- ------------------------
* Less than 1%.
(1) Includes 274,436 shares beneficially owned before the offering as Trustee of
the Cubbage Charitable Trust I, all of which are to be sold in the Offering.
(2) Includes 84,471 shares beneficially owned before the offering as Trustee of
the Charles and Janie Houser Charitable Remainder Unitrust, of which 57,218
shares are to be sold in the offering. Also includes 23,326 shares beneficially
owned before and after the offering as Trustee of trusts for the benefit of
minor children.
(3) Includes 19,622 shares beneficially owned before the offering as Trustee of
the Hassold Charitable Trust, of which 4,906 shares are to be sold in the
offering.
(4) Includes 13,721 shares beneficially owned before the offering as Trustee of
the Langston Charitable Trust, of which 6,861 shares are to be sold in the
offering.
(5) Includes 30,000 shares beneficially owned before the offering as Trustee of
the Ness Charitable Trust, all of which are to be sold in the offering.
(6) Currently employed by the Company and/or an affiliate.
(7) Employed within the past three years by the Company and/or an affiliate.
(8) Currently an officer of the Company and/or an affiliate.
(9) Formerly an officer of the Company and/or an affiliate (within the past
three years).

12
15
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
underwriters named below (the "Underwriters"), for whom _________ and __________
are acting as representatives (the "Representatives"), have agreed to purchase
from the Selling Stockholders the following respective number of shares of
Common Stock:

Underwriters Shares
------------ ------

=================
Total.... 1,450,115
=================

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent, including the absence
of any material adverse change in the Company's business and the receipt of
certain certificates, opinions and letters from the Company and its counsel. The
nature of the Underwriters' obligation is such that they are committed to
purchase all shares of Common Stock offered hereby if any such shares are
purchased. The Underwriting Agreement contains certain provisions whereby if any
underwriter defaults in its obligation to purchase shares, and the aggregate
obligations of the Underwriters so defaulting do not exceed 10% of the shares
offered hereby, the remaining Underwriters, or some of them, must assume such
obligations.

The Representatives have advised the Selling Stockholders that the
Underwriters propose to offer the shares of Common Stock directly to the public
at the offering price set forth on the cover page of this Prospectus, and to
certain dealers at such price less a concession not in excess of $____ per
share. The Underwriters may allow and such dealers may reallow a concession not
in excess of $_____ per share to certain other dealers. After the public
offering of the shares of Common Stock, the offering price and other selling
terms may be changed by the Underwriters.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act.

The shares of Common Stock offered hereby are being registered in
connection with the demand for registration delivered pursuant to the
Registration Rights Undertaking, dated as of September 18, 1995, as amended, by
the Company for the Benefit of Certain Former Shareholders and Warrantholders of
Corporate Telemanagement Group, Inc. (the "Undertaking"). The Undertaking
provides that the Company will pay the Selling Stockholders' expenses associated
with the offering of the shares of Common Stock hereby other than the
underwriting discounts and commissions.

13
16
LEGAL MATTERS

Certain legal matters in connection with the offering will be passed
upon for the Company by Willkie Farr & Gallagher, New York, New York.

EXPERTS

The audited financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.

14
17
NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES
IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

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

TABLE OF CONTENTS

Page

Available Information............................. 3
Incorporation of Certain Documents by Reference... 3
The Company....................................... 5
Risk Factors...................................... 7
Use of Proceeds................................... 10
Selling Stockholders.............................. 11
Underwriting...................................... 13
Legal Matters..................................... 14
Experts........................................... 14

1,450,115 SHARES

LCI INTERNATIONAL, INC.

COMMON STOCK

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

PROSPECTUS
, 1996
-------------------------------

18
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the fees and expenses payable by the Registrant
in connection with this offering, other than underwriting discounts and
commissions. All the amounts shown are estimates, except the SEC registration
fee:

SEC registration fee...................... $ 14,117
Printing and engraving expenses........... 50,000
Legal fees and expenses................... 75,000
Accounting fees and expenses.............. 25,000
Transfer Agent and Registrar fees......... 5,000
Miscellaneous fees and expenses........... 30,883
--------
Total................................. $200,000
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law provides that:

(a) a corporation may indemnify any person who was or is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation) by reason of the fact that such person is or was an
officer or director of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent
of another corporation or enterprise. The indemnity may be against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful;

(b) a corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in
its favor under the same conditions, except that no indemnification is
permitted unless the Court of Chancery (or the Court in which such suit
or action was brought) finds, upon application, in view of all of the
circumstances, that such person is fairly and reasonably entitled to
indemnity for such expenses which the court may deem proper;

(c) where an officer or director is successful on the merits
or otherwise in defense of any action referred to above, the
corporation must indemnify him against the expenses (including
attorneys' fees) that he actually and reasonably incurred in connection
therewith;

(d) any indemnification set forth above shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the officer, director, employee
or agent is proper in the circumstances because he has met the
applicable

II-1
19
standard of conduct set forth above, and such determination shall be
made (1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the
stockholders;

(e) the indemnification of any officer or director of a
corporation continues after such person has ceased to be an officer or
director and inures to the benefit of such person's heirs, executors
and administrators;

(f) the indemnification provided is not deemed to be
exclusive of any other rights to which an officer or director may be
entitled under a corporation's bylaws, by agreement, vote or otherwise;

(g) expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to
be indemnified by the corporation as described above. Such expenses
(including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of
directors deems appropriate; and

(h) a corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.

Article X of the Company's Amended and Restated Certificate of
Incorporation reads as follows:

1. A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

2. (a) Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding") (including an action by or in the right of the
Corporation), by reason of the fact that he is or

II-2
20
was serving as a director or officer of the Corporation (or is or was
serving at the request of the Corporation in a similar capacity with
another entity, including employee benefit plans), shall be indemnified
and held harmless by the Corporation to the fullest extent authorized
by the Delaware General Corporation Law. This indemnification will
cover all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and settlement
amounts) reasonably incurred by the director or officer in connection
with a proceeding. All such indemnification shall continue as to a
director or officer who has ceased to be a director or officer and
shall continue to the benefit of such director's or officer's heirs,
executors and administrators. Except as provided in paragraph (b)
hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such director or
officer only if such proceeding was authorized by the Board of
Directors of the Corporation. The right to indemnification conferred by
this Section shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"). If the Delaware General Corporation Law
requires, an advancement of expenses incurred by a director in his
capacity as a director or an officer in his capacity as an officer
shall be made only upon delivery to the Corporation of an undertaking
by such director or officer to repay all amounts so advanced if it is
ultimately determined by final judicial decision that such director or
officer is not entitled to be indemnified for such expenses under this
Section or otherwise (hereinafter an "undertaking").

(b) If a claim under paragraph (a) of this Section is not
paid in full by the Corporation within ninety days after receipt of a
written claim, the director or officer may bring suit against the
Corporation to recover the unpaid amount. (In the case of a claim for
advancement of expenses, the applicable period will be twenty days.) If
successful in any such suit, the director or officer will also be
entitled to be paid the expense of prosecuting such suit. In an suit
brought by the director or officer to enforce a right to
indemnification hereunder (but not in a suit brought by the director or
officer to enforce a right to an advancement of expenses) it shall be a
defense that the director or officer has not met the applicable
standard of conduct under the Delaware General Corporation Law. In any
suit by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, it shall be entitled to recover such
expenses upon a final adjudication that the director or officer has not
met the applicable standard of conduct set forth in the Delaware
General Corporation Law. Neither the failure of the Board of Directors
of the Corporation to determine prior to the commencement of such suit
that the director or officer has met the applicable standard of conduct
for indemnification set forth in the Delaware General Corporation Law,
nor an actual determination by the Board of Directors of the
Corporation that the director or officer has not met such applicable
standard of conduct, shall create a presumption that the director or
officer has not met such applicable standard of conduct or, in the case
of such a suit brought by the director or officer, be a defense to such
suit. In any suit brought by the director or officer to enforce a right
hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
director or officer is not entitled to be indemnified or to such
advancement of expenses under this Section or otherwise shall be on the
Corporation.

(c) The rights to indemnification and to the advancement
of expenses conferred in this Section will not be exclusive of any
other right which any person may have or hereafter acquires under any
statute, this Amended and Restated Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or
otherwise.

II-3
21
(d) The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent
of the Corporation or other entity against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify
such person under the Delaware General Corporation Law.

(e) The Corporation may, if authorized by the Board of
Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the same extent
as for directors and officers of the Corporation.

The Company maintains a directors' and officers' liability insurance
policy. As nominees of Warburg to the Company's Board of Directors of the
Company, Messrs. Karp and Vogelstein are entitled to indemnification by Warburg
for liabilities incurred in connection with acting on behalf of Warburg.

Reference is made to the Underwriting Agreement (Exhibit 1) which
provides for the indemnification of the Company, its directors, officers and
controlling persons.

ITEM 16. EXHIBITS.

EXHIBIT NO. DESCRIPTION

1* Form of Underwriting Agreement.
4(a)** Amended and Restated Certificate of Incorporation of LCI
International, Inc.
4(b)*** Amended and Restated By-laws of LCI International, Inc.
5* Opinion of Willkie Farr & Gallagher regarding the validity of the
securities being registered.
10* Registration Rights Undertaking, dated as of September 18, 1995,
by LCI International, Inc. for the Benefit of Certain Former
Shareholders and Warrantholders of Corporate Telemanagement Group,
Inc., as amended on October 7, 1996.
15 Letter of Arthur Andersen LLP regarding unaudited interim
financial information.
23(a) Consent of Arthur Andersen LLP.
23(b)* Consent of Willkie Farr & Gallagher.
24 Power of Attorney (included on the signature page to the
Registration Statement).

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

* To be filed by amendment.

** Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1996.

*** Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 33-60558).

ITEM 17. UNDERTAKINGS

(a) 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

II-4
22
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.

(b) The undersigned registrant hereby undertakes:

(i) For purposes of determining liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registration pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

(c) 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 15 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 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-5
23
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of McLean, Commonwealth of Virginia, on November 6, 1996.

LCI INTERNATIONAL, INC.

By: /s/ H. Brian Thompson
-------------------------------------
Name: H. Brian Thompson
Title: Chairman of the Board and
Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned officers and directors of LCI International,
Inc. hereby severally constitutes and appoints H. Brian Thompson and Joseph A.
Lawrence, and each of them as the attorneys-in-fact for the undersigned, in any
and all capacities, with full power of substitution, to sign any and all pre- or
post-effective amendments to this Registration Statement, any subsequent
Registration Statement for the same offering which may be filed pursuant to Rule
462(b) under the Securities Act of 1933 and any and all pre- or post-effective
amendments thereto, and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact, 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 each said
attorney-in-fact, or either of them, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ H. Brian Thompson Chairman of the Board and Chief Executive Officer November 6, 1996
- ------------------------------------ (Principal executive officer)
H. Brian Thompson

/s/ Joseph A. Lawrence Senior Vice President-Finance and Development and November 6, 1996
- ------------------------------------ Chief Financial Officer (Principal financial and
Joseph A. Lawrence accounting officer)

Director , 1996
- ------------------------------------ ----------
William F. Connell

/s/ Stephen W. Fillo Director November 6, 1996
- ------------------------------------
Stephen W. Fillo

/s/ Douglas M. Karp Director November 6, 1996
- ------------------------------------
Douglas M. Karp

Director , 1996
- ------------------------------------ ----------
George M. Perrin

/s/ John L. Vogelstein Director November 6, 1996
- ------------------------------------
John L. Vogelstein

/s/ Thomas J. Wynne Director November 6, 1996
- ------------------------------------
Thomas J. Wynne

25
EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

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

* To be filed by amendment.

** Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1996.

*** Incorporated by reference from the Registrant's Registration Statement on
Form S-1 (No. 33-60558).