<PAGE> 1
Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3)
dated October 7, 1997 Registration No. 333-33421
(to Prospectus dated August 28, 1997)
IXC COMMUNICATIONS, INC.
1,400,000 SHARES OF 7 1/4% CONVERTIBLE PREFERRED STOCK DUE 2007
(LIQUIDATION PREFERENCE $100 PER SHARE) AND THE SHARES OF COMMON STOCK INTO
WHICH THE PREFERRED STOCK IS CONVERTIBLE AND 97,481 ADDITIONAL SHARES OF COMMON
STOCK
This Prospectus Supplement supplements information contained in that
certain Prospectus dated August 28, 1997, as supplemented by Prospectus
Supplement No. 1 dated September 10, 1997 and Supplement No. 2 dated September
24, 1997 (collectively, the "Prospectus") relating to the offer and sale by (i)
the Convertible Preferred Selling Holders of (a) up to 1,400,000 shares of
7 1/4% Junior Convertible Preferred Stock Due 2007, par value $0.01 per share
(the "Convertible Preferred Stock"), of IXC Communications, Inc., a Delaware
corporation (the "Company") and (b) the shares of common stock, par value $0.01
per share (the "Common Stock") of the Company (including any shares of Common
Stock resulting from an adjustment to the conversion price of the Convertible
Preferred Stock pursuant to the antidilution provisions of the Certificate of
Designation governing the Convertible Preferred Stock) issuable upon conversion
thereof and (ii) the Telecom One Selling Holders of 97,481 shares of Common
Stock. This Prospectus Supplement is not complete without, and may not be
delivered or utilized except in connection with, the Prospectus. Capitalized
terms used herein but not defined have the meanings assigned to such terms in
the Prospectus.
The following table supplements the information set forth in the Prospectus
under the heading "Selling Holders -- Convertible Preferred Selling Holders"
with respect to certain Convertible Preferred Selling Holders and the number of
shares of Convertible Preferred Stock beneficially owned by such Convertible
Preferred Selling Holders that may be offered and sold pursuant to the
Prospectus, as supplemented, to add the following Convertible Preferred Selling
Holders to the table set forth in the Prospectus:
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF CONVERTIBLE
CONVERTIBLE PREFERRED SELLING HOLDERS PREFERRED STOCK
- ------------------------------------- ----------------
<S> <C>
Och-Ziff Capital Management, L.P............................................. 30,636
Deutsche Morgan Grenfell, Inc................................................ 40,634
</TABLE>
Because the Convertible Preferred Selling Holders listed above and in the
Prospectus under the caption "Selling Holders -- Convertible Preferred Selling
Holders" may, pursuant to the Prospectus, as supplemented, offer all or some
portion of the Convertible Preferred Stock, no estimate can be given as to the
amount of Convertible Preferred Stock that will be held by the Convertible
Preferred Selling Holders upon termination of any such sales.
Furthermore, the Convertible Preferred Selling Holders identified in the
table set forth in the Prospectus under the caption "Selling Holders" in the
Prospectus may have sold, transferred or otherwise disposed of all or a portion
of their Convertible Preferred Stock or Common Stock since the date on which
they provided the Company with information regarding their Convertible Preferred
Stock or Common Stock, and the Company has not made any independent inquiries as
to the foregoing.
Unless otherwise noted, all information provided in this Prospectus
Supplement is as of October 7, 1997.
