AMERICAN COMMUNICATIONS SERVICES INC
3/A, 1996-08-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>


                             U.S. SECURITIES AND EXCHANGE COMMISSION
                                       WASHINGTON, D.C. 20549

                     INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

                 Filed pursuant to Section 16(a) of the
                 Securities Act of 1934, Section 17(a) of the Public Utility
                 Holding Company Act of 1935 or Section 30(f) of the
                 Investment Company Act of 1940



<TABLE>
<CAPTION>
1. Name and Address of Reporting Person 2. Date of Event  4. Issuer Name and Ticker or Trading Symbol
                                           Re-quiring
D'ANDREA                  HARRY            Statement
J.                                         (Month/Day/Year)American Communications Services, Inc.

                                             2/5/96
<S>                                     <C>               <C>                                           <C>
  (Last)                   (First)      3. IRS or Social  5. Relationship of Reporting Person to Issuer 6. If Amendment, Date of
(Middle)                                Security Number                     (Check all applicable)         Original
                                        of Reporting                                                       (Month/Day/Year)
C/O AMERICAN COMMUNICATIONS SERVICES,   Person             _______ Director
INC.                                    (Voluntary)        _________  10% Owner
301 NATIONAL BUSINESS PARKWAY, SUITE 100                                                                    February 5, 1996+
                                                           ___X___ Officer (give
                                                           _________  Other (specify
                                                                              title below)
                                                          below)

                                                          Chief Financial Officer
               (Street)

ANNAPOLIS,         MD           20701
(City)          (State)          (Zip)
                                                          TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
1. Title of Security                    2. Amount of      3. Ownership                                  4. Nature of Indirect
   (Instr. 4)                              Securities        Form: Direct                               Beneficial Ownership
                                           Beneficially      (D) or Indirect                            (Instr. 5)
                                           Owned             (I)  (Inst. 5)
                                           (Instr. 4)








</TABLE>

Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
                                               (Over)

(Print or type responses)                                    SEC 1473 (8-92)













<PAGE>
FORM 3 (CONTINUED)

                 TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G.,
                 puts, calls, warrants, options, convertible securities)

<TABLE>
<CAPTION>
0.0.1 Title of Derivative Security               0.0.2Date   0.0.3Title and Amount of       0.0.4   0.0.5     0.0.6Nature of
   (Instr. 4)                                      Exer-       Securities Underlying          Conver- Owner-    Indirect
                                                   cisable     Derivative Security            sion    ship      Beneficial
                                                 and               (Instr. 4)                 or       Form     Ownership
                                                 Expiration                                   Exerciseof        (Instr. 5)
                                                 Date                                         Price    Deri-
                                                 (Month/Day/Year)                             of       vative
                                                                                              Deri-
                                                                                              vative  Security:
                                                                                            Security   (D) or

                                                                                                      Indirect
                                                                                                       (I)
                                                                                                      (Instr.
                                                                                                    5)
<S>                                              <C>    <C>  <C>                      <C>   <C>     <C>       <C>
                                                 Date   Expira-         Title         Amount
                                                 Exer-  tion                          or
                                                 cisableDate                          Number
                                                                                      of
                                                                                      Shares
STOCK OPTION
(RIGHT TO BUY)                                   2/5/97 2/4/02 Common Stock         20,000    $4.25   D

Stock Option                                     2/5/98 2/4/03 COMMON STOCK         20,000    $4.25   D
(right to buy)

STOCK OPTION                                     2/5/99 2/4/04 COMMON STOCK         20,000    $4.25   D
(RIGHT TO BUY)

STOCK OPTION                                     2/5/00 2/4/05 COMMON STOCK         20,000    $4.25   D
(RIGHT TO BUY)

STOCK OPTION+                                    ++     ++     Common Stock         20,000    $4.25   D 
(RIGHT TO BUY)                                                   
</TABLE>
  Explanation of Responses:

+      This amendment is being filed for the purpose of reporting an option
       grant for 20,000 shares which was inadvertently excluded from the
       original filing.

++     This option will vest and become exercisable in the event the reporting
       person achieves certain performance objectives no later than February 5,
       1997, and in the event such objectives are met, will expire on February
       5, 2002.


              /s/ Harry J. D'Andrea                               8/13/96
             **Signature of Reporting Person                       Date



**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
  SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:  File three copies of this Form, one of which must be manually signed.
If space provided is insufficient,
                                                       Page 2
       SEE Instruction 6 for procedure.
                                                       SEC 1473 (8-92)



















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