LCI INTERNATIONAL INC /VA/
8-K, 1997-06-06
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>


                     Securities and Exchange Commission

                           Washington, D.C. 20549



                                  Form 8-K

                               Current Report

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



           Date of Report (Date of earliest event reported) June 6, 1997
                                                            ------------

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

   DELAWARE                       0-21602                    13-3498232
   --------                       -------                    ----------
  (State or other                 (Commission                (IRS Employer
  jurisdiction of                 File Number)               Identification No.)
  incorporation 

          8180 GREENSBORO DRIVE, SUITE 800, MCLEAN, VA            22102
          -------------------------------------------------------------
          (Address of principal executive offices)           (Zip Code)


        Registrant's Telephone Number, including area code: (703)442-0220
                                                            -------------


                                    N/A
           ------------------------------------------------------
        (Former name or former address, if changed since last report)

<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      The following document is being filed in connection with, and 
incorporated by reference in, the Registrant's Registration Statement on Form 
S-3 (Registration No. 33-96186), which was declared effective on 
March 10, 1997.

EXHIBIT NO.          DESCRIPTION
- -----------          -----------

25(a)                Form T-1 Statement of Eligibility and Qualification under
                     the Trust Indenture Act of 1939 of First Trust National 
                     Association











                                       -2-
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, 
the Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                          LCI International, Inc.

                                          By: /s/ John J. Dillon
                                             -----------------------
                                                 John J. Dillon
                                                 Vice President Finance,
                                                 Treasurer

Dated: June 6, 1997








                                      -3-
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.          DESCRIPTION
- -----------          -----------

25(a)                Form T-1 Statement of Eligibility and Qualification under
                     the Trust Indenture Act of 1939 of First Trust National 
                     Association















                                      -4-

<PAGE>

                                           
                                           
                          SECURITIES AND EXCHANGE COMMISSION
                                           
                                WASHINGTON, D.C. 20549
                                           
                                     ------------
                                           
                                       FORM T-1
                                           
                          Statement of Eligibility Under the
                     Trust Indenture Act of 1939 of a Corporation
                             Designated to Act as Trustee
                                           
                                           
                           FIRST TRUST NATIONAL ASSOCIATION
                 (Exact name of Trustee as specified in its charter)
                                           
    United States                                41-0257700
(State of Incorporation)                           (I.R.S. Employer
                                             Identification No.)
         
    First Trust Center
    180 East Fifth Street
    St. Paul, Minnesota                                 55101
(Address of Principal Executive Offices)              (Zip Code)


                            LCI INTERNATIONAL, INC.
            (Exact name of Registrant as specified in its charter)
                                           
       Delaware                                  13-3498232
(State of Incorporation)                      (I.R.S. Employer
                                              Identification No.)
                                           
                                           
         
     8180 Greensboro Drive Suite 800
     McLean, Virginia                               22102
(Address of Principal Executive Offices)         (Zip Code)
    
                                           
                                           
                                           
                                     SENIOR NOTES
                         (Title of the Indenture Securities)
                                           

<PAGE>
                                       GENERAL
                                       -------
                                           
    1.   GENERAL INFORMATION  Furnish the following information as to the
Trustee.

    (a)  Name and address of each examining or supervising authority      to 
         which it is subject.
              Comptroller of the Currency
              Washington, D.C.

    (b)  Whether it is authorized to exercise corporate trust powers. 
              Yes
    
2.  AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS  If the obligor or any 
    underwriter for the obligor is an affiliate of the Trustee, describe each
    such affiliation.
              None

    See Note following Item 16.

    Items 3-15 are not applicable because to the best of the Trustee's
    knowledge the obligor is not in default under any Indenture for which the
    Trustee acts as Trustee.

16. LIST OF EXHIBITS  List below all exhibits filed as a part of this statement
    of eligibility and qualification.

    1.   Copy of Articles of Association.*

    2.   Copy of Certificate of Authority to Commence Business.*

    3.   Authorization of the Trustee to exercise corporate trust powers  
         (included in Exhibits 1 and 2; no separate instrument).*
    
    4.   Copy of existing By-Laws.*

    5.   Copy of each Indenture referred to in Item 4.  N/A.

    6.   The consents of the Trustee required by Section 321(b) of the act.

    7.   Copy of the latest report of condition of the Trustee published  
         pursuant to law or the requirements of its supervising or examining
         authority is incorporated by reference to Registration Number 
         333-24029.

    * Incorporated by reference to Registration Number 22-27000.
                                           
<PAGE>

                                         NOTE

    The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors.  While the Trustee
has no reason to doubt the accuracy of any such information, it cannot accept
any responsibility therefor.


                                      SIGNATURE
                                           
    Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, First Trust National Association, an Association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Saint Paul and State of Minnesota on the 5th day of June, 1997.


                        FIRST TRUST NATIONAL ASSOCIATION
[SEAL]


                        /s/ Richard H. Prokosch
                        ------------------------------
                        Richard H. Prokosch
                        Trust Officer



/s/ Tamara Schultz-Fugh
- ------------------------------
Tamara Schultz-Fugh
Assistant Secretary

<PAGE>
                                           
                                      EXHIBIT 6
                                           
                                       CONSENT
                                           
    In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, FIRST TRUST NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated:  June 5, 1997


                        FIRST TRUST NATIONAL ASSOCIATION


                        /s/ Richard H. Prokosch
                        -------------------------------
                        Richard H. Prokosch
                        Trust Officer

   

                         



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