February 4, 1996




Mr. Harry J. D'Andrea
5904 Maiden Lane
Bethesda, MD 20817

Dear Harry:

                  I  am  pleased   to  offer  you   employment   with   American
Communications  Services, Inc. (ACSI) in the position of Chief Financial Officer
for the Company. The position will report to me at ACSI's headquarters office in
Annapolis  Junction,  MD and  based  on  your  acceptance  of this  offer,  your
employment  will  take  effect on  Monday,  February  5. As the Chief  Financial
Officer,  you will be responsible for maintaining the Company's  financial books
and records and  fulfilling  all financial  reporting  requirements  to lenders,
shareholders, regulatory and government agencies, and ACSI senior management, as
well as ensuring the integrity of the Company's financial systems and controls.

                  Your  compensation  will  consist of a base salary of $150,000
per year paid in accordance with the Company's  standard  payroll  practices and
subject to the usual and customary  federal and state tax  withholding and other
employment taxes as required by law. You will receive an annual salary review in
accordance with the Company's practice for senior executives and approval by the
Board of  Directors'  Compensation  Committee.  You will also be eligible  for a
performance  bonus of $50,000 less required  deductions during the first year of
employment  which  will  be  paid  upon  achievement  of  specific   performance
objectives  that will be established  in  conjunction  with KPMG Peat Marwick by
February 15, 1996.

                  In addition to the foregoing compensation,  you will be issued
options to purchase  up to 80,000  shares of the  Company's  common  stock.  The
options  will  vest on an  "earn-out"  basis at the rate of 20,000  shares  upon
completion of your first year of employment with Company,  and 20,000 shares per
year upon completion


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of your  second,  third and fourth  year of  employment  with the  Company.  The
exercise  price  of the  Stock  Options  will  be  $4.25 a share  and  shall  be
exercisable for five years after the date on which the options vest. The Company
will add these options to its S-8 Registration Statement. During your first year
of  employment,  the Company will award you options for up to 20,000  additional
shares  of stock  which  will  vest  upon  completion  of  specific  performance
objectives  that will be established  in  conjunction  with KPMG Peat Marwick by
February 15, 1996.  The exercise  price for these  options will be $4.25 a share
and shall be  exercisable  for a period of five years after the date of vesting.
The Company will also add these shares to its S-8 Registration Statement.

                  You will be entitled to  participate  in the Company's  fringe
benefit  plans,  including but not limited to the  Company's  medical and dental
insurance,  life insurance,  stock option plan, vacation and other benefit plans
which may be adopted or amended by the  Company  from time to time  during  your
employment with the Company.

                  As an executive  officer of the Company,  your performance and
evaluation  is subject  to review by the Board of  Directors'  Compensation  and
Audit Committees based on  recommendations  by the President and Chief Executive
Officer. Notwithstanding, the Company reserves the right to terminate employment
at any time in its sole discretion without cause. However, if your employment is
terminated  without cause, you (or your estate) will be entitled to exercise the
80,000  stock  options  granted  to you in  accordance  with the  terms of these
options.  In  addition,  in the  event of  termination  without  cause  prior to
completion of your first year of employment,  you will receive your then current
base monthly salary and health and medical coverage at the Company's expense for
three months from the date of such  termination,  or if subsequent to completion
of your  first year of  employment,  you will  receive  your then  current  base
monthly salary and health and medical benefits coverage at the Company's expense
for six months from the date of such termination.

                  Finally,  as  an  executive  officer  of  the  Company,   your
employment   will  be  subject  to  the  attached   Confidentiality   Agreement,
Non-Competition  and  Non-Solicitation  Agreement,  and  Directors' and Officers
Questionnaire which you are requested to
review and complete.

                  Harry,  we at ACSI believe that this offer of employment  with
our Company is an exciting, challenging and rewarding opportunity for you. It is
an opportunity where you can bring your talent and experience to bear in helping
the Company meet (and hopefully exceed) its business  objectives.  It is also an
opportunity   for   you  to   establish   a   track   record   in  the   dynamic
telecommunications industry and with Wall Street as a member of a

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successful high growth company.  We hope you will accept our offer
and join us in building the future of telecommunications.

Sincerely,


/s/ RICHARD A. KOZAK
Richard A. Kozak

Attachments

cc:      Anthony J. Pompliano, Sr.



I accept this offer of employment:



/s/ HARRY J. D'ANDREA                                                     2/7/96
Harry J. D'Andrea                                                          Date

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