<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              ---------------------

                                AMENDMENT NO. 1
                                       ON
                                    FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                  For the fiscal year ended December 31, 1996

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

           For the transition period from             to
                                          -----------    -----------

                         Commission file number 0-28036

                          BROOKS FIBER PROPERTIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

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

425 Woods Mill Road South, Suite 300, Town & Country, Missouri           63017
--------------------------------------------------------------------------------
            (Address of Principal Executive Offices)                  (Zip Code)

       Registrant's telephone number, including area code: (314) 878-1616

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

        Title of Each Class            Name of Each Exchange on Which Registered
-------------------------------------  -----------------------------------------
                None                                     None

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

                 Voting Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
                                (Title of Class)

           Preferred Stock Purchase Rights, par value $0.01 per share
--------------------------------------------------------------------------------
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes [X]  No [ ]
<PAGE>

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of close of business on February 28, 1997: $547,396,664.(1)

Common stock outstanding at February 28, 1997: 32,672,579 shares.


                       DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of 1996 Annual Report to Stockholders of Brooks Fiber Properties,
   Inc. (Part II).

2. Portions of the Proxy Statement for the 1997 Annual Meeting of the
   Stockholders of Brooks Fiber Properties, Inc. called to be held on April 29,
   1997 (Part III).

---------------
(1) As used herein, "voting stock held by non-affiliates" means shares of
Common Stock held by persons other than executive officers, directors (including
investment funds affiliated with directors) and persons holding in excess of 10%
of the registrant's Common Stock. The determination of market value of the
Common Stock is based on the last reported sale price of the Common Stock as
reported by the Nasdaq National Market on the date indicated. The determination
of the "affiliate" status for purposes of this report on Form 10-K shall not be
deemed a determination as to whether an individual is an "affiliate" of the
registrant for any other purpose.
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        BROOKS FIBER PROPERTIES, INC.

                                        By: James C. Allen
                                            ------------------------------------
                                            James C. Allen
                                            Vice Chairman and Chief Executive
                                            Officer

Date: March 31, 1997

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 31, 1997.

            SIGNATURE                                 TITLE
---------------------------------  ---------------------------------------------

          Robert A. Brooks
---------------------------------  Director (Chairman of the Board)
          Robert A. Brooks

           James C. Allen
---------------------------------  Vice Chairman, Chief Executive Officer and
           James C. Allen          Director (Principal Executive Officer)


---------------------------------  President and Director (Chief Operating
           D. Craig Young          Officer)

          David L. Solomon
---------------------------------  Executive Vice President and Chief Financial
          David L. Solomon         Officer (Principal Financial and Accounting
                                   Officer)

          Robert F. Benbow
---------------------------------  Director
          Robert F. Benbow

         William J. Bresnan
---------------------------------  Director
         William J. Bresnan

         Jonathan M. Nelson
---------------------------------  Director
         Jonathan M. Nelson


---------------------------------  Director
     G. Jackson Tankersley, Jr.

        Ronald H. Vander Pol
---------------------------------  Director
        Ronald H. Vander Pol

         Carol deB. Whitaker
---------------------------------  Director
         Carol deB. Whitaker

                                       28
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT NUMBER                           DESCRIPTION
--------------  ----------------------------------------------------------------

*11.1            Statement Re Computation of Per Share Earnings

 13.1            1996 Annual Report to Stockholders of the Company

*21.1            List of Subsidiaries of the Company

*23.1            Consent of KPMG Peat Marwick LLP

*27.1            Financial Data Schedule

---------------

* Previously Filed

See Item 14(a)(3) for a list of exhibits incorporated by reference.

                                       29