FORM 5 OMB APPROVAL
OMB Number: 3235-0362
[ ] Check this box if no longer Expires: September 30, 1998
subject to Section 16. Estimated average burden
Form 4 or Form 5 obligations hours per response . . . 1.0
may continue. See Instruction 1(b).
- NEW -
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange 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
(Print or Type Responses)
1. Name and Address of Reporting Person
Huff Alternative Income Fund, L.P.
(Last) (First) (Middle)
67 Park Place
(Street)
Morristown NJ 97960
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
American Communications Services Inc. (ACSI)
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Statement for Month/Year
12/97
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all
applicable)
___ Director _X_ 10% Owner
___ Officer (give title below) ___ Other (specify below)
Chief Executive Officer, Secretary and Treasurer
7. Individual or Joint/Group Reporting (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
FORM 5 (continued)
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially owned
1. Title of Security (Instr. 3)
Common Stock
2. Transaction Date(Month/Day/Year)
4/15/97
3. Transaction Code (Instr. 8)
Code
P
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and
5)
Amount (A) or (D) Price
2,099,125 A $4.70
5. Amount of Securities Beneficially Owned at End of Issuer's
Fiscal Year (Instr. 3 and 4)
15,090,140*
6. Ownership Form: Direct (D) or Indirect (I)(Instr. 4)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
SEC 2270 (7-96)
FORM 5 (continued)
Table II -- Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants,
options, convertible securities)
1. Title of Derivative Security(Instr. 3)
Common Stock Warrant
2. Conversion or Exercise Price of Derivative Security
$7.15
3. Transaction Date (Month/Day/Year)
7/10/97
4. Transaction Code (Instr. 8)
Code P
5. Number of Derivative Securities Acquired (A) or Disposed of
(D) (Instr. 3, 4, and 5)
(A) (D)
10,000
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
Immediately 6/26/05
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock 803,180
8. Price of Derivative Security (Instr. 5)
**
9. Number of Derivative Securities Beneficially Owned at End of
Year (Instr. 4)
1,003,180
10. Ownership Form of Derivative Security: Direct (D) or Indirect
(I) (Instr. 4)
D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
SEC 2270 (7-96)
FORM 5 (continued)
Explanation of Responses:
* Shares with shared voting and dispositive power. In addition,
William R. Huff has sole voting and dispositive power over
24,000 shares.
* The reported securities are included within 10,000 Units
purchased for $10,000 per Unit. Each Unit consists of one
share of 14-3/4% Redeemable Preferred Stock due 2008 and one
Warrant to purchase 80.318 shares of Common Stock.
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Additional persons included within Reporting Person's group,
all of whom which are located at the same address, are:
WRH Partners, L.L.C.
Paladin Court Co., Inc.
DBC II Corp.
William R. Huff
Donna B. Charlton
67 Park Place
Morristown, NJ 97960
/s/ The Huff Alternative Income Fund, L.P.
February 13, 1998
**Signature of Reporting Person Date
The Huff Alternative Income Fund, L.P.
** 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, see Instruction 6 for
procedure.
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB number.
