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).
[ ] Form 3
Holdings Reported
[X] Form 4
Transactions Reported
- 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
Rafferty, Christopher L.
(Last) (First) (Middle)
1776 On The Green, 67 Park Place
(Street)
Morristown NJ 07960
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
American Communications Services, Inc. ACNS
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Statement for Month/Year
12/31/97
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all
applicable)
_X_ Director ___ 10% Owner
___ Officer (give title below) ___ Other (specify below)
7. Individual or Joint/Group Reporting (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
Common Stock
2. Transaction Date(Month/Day/Year)
11/3/95
4/15/97
3. Transaction Code (Instr. 8)
X4
C4
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and
5)
Amount (A) or (D) Price
857 A $.01
7142 A (1)
5. Amount of Securities Beneficially Owned at End of Issuer's
Fiscal Year (Instr. 3 and 4)
7,999
7,999
6. Ownership Form: Direct (D) or Indirect (D)(Instr. 4)
D
D
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
9% Series B-2 Convertible Preferred Stock
2. Conversion or Exercise Price of Derivative Security
$0.01
(1)
3. Transaction Date (Month/Day/Year)
11/3/95
4/15/97
4. Transaction Code (Instr. 8)
Code X
C
5. Number of Derivative Securities Acquired (A) or Disposed of
(D) (Instr. 3, 4, and 5)
(A) (D)
857
200
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
1/07/96
4/15/97
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock 857
Common Stock 7,142
8. Price of Derivative Security (Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of
Year (Instr. 4)
0
0
10. Ownership Form of Derivative Security: Direct (D) or Indirect
(I) (Instr. 4)
D
D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
SEC 2270 (7-96)
FORM 5 (continued)
Explanation of Responses:
1. 9% Series B-2 Convertible Preferred Stock owned by the
Reporting Person converted to Common Stock at the rate of 35.
71429 shares of Common Stock for each share of Series B-2
Convertible Preferred Stock.
- ------------
/s/ Christopher L. Rafferty
**Signature of Reporting Person Date: March 4, 1998
Christopher L. Rafferty
** 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.
