BROOKS FIBER PROPERTIES INC
8-A12G, 1996-12-24
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) or 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          BROOKS FIBER PROPERTIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

                                    Delaware
- --------------------------------------------------------------------------------
                    (State of Incorporation or Organization)

                                   43-1656187
- --------------------------------------------------------------------------------
                      (I.R.S. Employer Identification no.)

425 Woods Mill Road South, Suite 300, St. Louis, Missouri               63017
- --------------------------------------------------------------------------------
         (Address of principal executive offices)                     (zip code)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ] 



If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]

Securities to be registered pursuant to Section 12(b) of the Act:

         Title of Each Class                 Name of Each Exchange on Which
         to be so Registered                 Each Class is to be Registered
- -------------------------------------   ----------------------------------------

                 None                                    None

Securities to be registered pursuant to Section 12(g) of the Act:

              Series D Conversion Preferred Stock, $0.01 Par Value
- --------------------------------------------------------------------------------
                                (Title of class)
<PAGE>

Item 1. Description of Registrant's Securities to be Registered

     The description of the Series D Conversion Preferred Stock, par value $0.01
per share, of Brooks Fiber Properties, Inc. (the "Registrant") is set forth
under the caption "Description of Securities" in the Prospectus contained in the
Registration Statement on Form S-1 (No. 333-16497) filed by the Registrant with
the Securities and Exchange Commission (the "Commission") on November 20, 1996,
as amended (the "Form S-1"). Such Prospectus may be revised, supplemented, 
modified or amended, and is hereby incorporated by reference in answer to this
Item 1.


Item 2. Exhibits

     The following exhibits, which have been previously filed with the
Commission, are hereby incorporated by reference as exhibits in answer to this
Item 2.

     1. Restated Certificate of Incorporation of the Registrant (incorporated
        herein by reference to Exhibit 3.1(a) to the Registrant's Registration
        Statement on Form S-1 (File No. 333-1924) filed with the Commission on
        March 4, 1996).

     2. Certificate of Designation of Series C Junior Participating Preferred
        Stock (incorporated herein by reference to Exhibit 3.1(c) to the
        Registrant's Registration Statement on Form S-1 (File No. 333-1924)
        filed with the Commission on March 4, 1996).

     3. Certificate of Amendment of Certificate of Incorporation of the
        Registrant dated as of August 20, 1996 (incorporated herein by reference
        to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q, as
        amended, for the Period Ended September 30, 1996 (File No. 0-28036)
        (filed with the Commission on November 14, 1996).

     4. Certificate of Designations of Series D Conversion Preferred Stock 
        (filed as Exhibit 3.1(d) to the Form S-1) describing the rights and 
        preferences of the Registrant's Series D Conversion Preferred Stock.

     5. By-laws of the Registrant (incorporated herein by reference to
        Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the
        Period Ended March 31, 1996 (File No. 0-28036) filed with the Commission
        on May 15, 1996).

                                       2
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

Date:  December   , 1996               BROOKS FIBER PROPERTIES, INC.

                                       By: /s/ David L. Solomon
                                           -------------------------------------
                                           Name:  David L. Solomon
                                           Title: Executive Vice President and
                                                  Chief Financial Officer

                                       3
<PAGE>
                                INDEX TO EXHIBITS

Exhibit No.  Description
- -----------  -------------------------------------------------------------------

1.           Restated Certificate of Incorporation of the Registrant
             (incorporated herein by reference to Exhibit 3.1(a) to the
             Registrant's Registration Statement on Form S-1 (File No. 333-1924)
             filed with the Commission on March 4, 1996).

2.           Certificate of Designation of Series C Junior Participating
             Preferred Stock (incorporated herein by reference to Exhibit 3.1(c)
             to the Registrant's Registration Statement on Form S-1 (File No.
             333-1924) filed with the Commission on March 4, 1996).

3.           Certificate of Amendment of Certificate of Incorporation of the
             Registrant dated as of August 20, 1996 (incorporated herein by
             reference to Exhibit 3 to the Registrant's Quarterly Report on Form
             10-Q, as amended, for the Period Ended September 30, 1996 (File No.
             0-28036) (filed with the Commission on November 14, 1996).

4.           Certificate of Designations of Series D Conversion Preferred Stock
             (filed as Exhibit 3.1(d) to the Form S-1) describing the rights and
             preferences of the Registrant's Series D Conversion Preferred
             Stock.

5.           By-laws of the Registrant (incorporated herein by reference to
             Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for
             the Period Ended March 31, 1996 (File No. 0-28036) filed with the
             Commission on May 15, 1996).

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