SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


                 Quarterly Report under Section 13 or
     X           15(d) of the Securities Exchange Act
                 of 1934 for the quarterly period
                 ended March 31, 1998

                                or

                 Transition Report under Section 13
                 or 15(d) of the Securities Exchange
                 Act of 1934 for the transition
                 period from ________  to ___________


                Commission File Number 33-32341-D

                  WORLDPORT COMMUNICATIONS, INC.
 (Name of Small Business Registrant as Specified in its Charter)


                          Delaware                 84-1127336        
     (State or other jurisdiction of         (IRS Employer ID Number)
     incorporation of organization)


       1701 Barrett Lakes Blvd.,  
        Suite 180, Kennesaw, Georgia              30144     
     (Address of principal executive            (Zip Code)
                offices)

                                 (770) 792-8735
                          Registrant's telephone number


     Check whether the issuer (1) filed all reports required to be filed by
     Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
     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  [    ]

     As of May 7, 1998, the Registrant had 17,983,333 shares of Common Stock par
     value $0.0001 outstanding.


                  Transitional Small Business Disclosure Format
                                  (Check one):

                             Yes [   ]      No [ X ]




                 WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                                TABLE OF CONTENTS

                                                                           Page

PART I - FINANCIAL INFORMATION

 Item 1.   Financial Statements

           Condensed Consolidated Balance Sheets as of 
           March 31, 1998 and December 31, 1997   . . . . . . . . . . . .    3


           Condensed Consolidated Statements of Operations 
           for the Three Months Ended March 31, 
           1998 and 1997  . . . . . . . . . . . . . . . . .. . . . . . .     4

           Condensed Consolidated Statements of Cash Flows
           For the Three Months Ended March 31, 1998 and 1997 . . . . . .    5

           Notes to Condensed Consolidated Financial Statements . . . . .    6

 Item 2.   Management's Discussion and Analysis of 
           Financial Condition and Results of Operations   . . . . . . .     9


PART II - OTHER INFORMATION

 Item 1.   Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . .   15
                                                                            
 Item 2.   Changes in Securities . . . . . . . . . . . . . . . . . . . . .  15

 Item 3.   Defaults Upon Senior Securities  . . . . . . . . . . . . . . .   16

 Item 4.   Submission of Matters to a Vote of Security Holders  . . . . .   16

 Item 5.   Other Information  . . . . . . . . . . . . . . . . . . . . . .   16

 Item 6.   Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . .  16



SIGNATURE                                                                   18




                         PART I   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>

WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                 ASSETS
                                                                                               March 31,          December 31,
                                                                                                 1998                1997        
                                                                                                      
                                                                                          (Unaudited)
        CURRENT ASSETS:
             <S>                                                                            <C>                     <C>       
             Cash                                                                           $   6,487,958            $ 179,271 
             Accounts receivable, net of allowance for doubtful accounts 
                   of $20,846 and $14,610 respectively                                            471,751              368,848 
             Prepaid expenses  and other current assets                                           189,957               67,438 

                            Total current assets                                                7,149,666              615,557 
        PROPERTY AND EQUIPMENT, net                                                             4,790,774            5,031,858 

        OTHER ASSETS:
             Goodwill, net                                                                      6,125,974            6,292,411 
             Other assets, net                                                                  2,069,951            1,257,451 
                            TOTAL ASSETS                                                     $ 20,136,365         $ 13,197,277 

                                             LIABILITIES AND STOCKHOLDERS' EQUITY

        CURRENT LIABILITIES:
             Accounts payable                                                             $     781,927           $1,391,519 
             Accrued expenses                                                                  1,603,726           1,292,261 
             Short-term note payable                                                            500,000              500,000 
             Current portion of notes payable   related parties                                 175,000              540,000 
             Current portion of obligations under capital leases                              1,263,548              936,992 
             Other current liabilities                                                           19,843               97,527 
                            Total current liabilities                                         4,344,044            4,758,299 

        NOTES PAYABLE   RELATED PARTIES, net of current portion                                -                  1,191,250  
        LONG-TERM OBLIGATIONS UNDER CAPITAL LEASES, net of current portion                    2,642,755            3,005,894 

        OTHER LONG-TERM LIABILITIES                                                              43,955               86,584 
        COMMITMENTS AND CONTINGENCIES

        STOCKHOLDERS' EQUITY
             Undesignated preferred stock, $0.0001 par value, 6,250,000 shares
                authorized,  no shares issued and outstanding                                 -                              
             Series A preferred stock, $0.0001 par value, 750,000 shares
                authorized, 493,889 and 493,889 shares issued and outstanding in 
                1998 and 1997, respectively                                                          49                   49 
             Series B preferred stock, $0.0001 par value, 3,000,000 shares
                authorized, 2,112,106 and no shares issued and outstanding in
                1998 and 1997, respectively                                                         211          -           
             Common stock, $0.0001 par value, 65,000,000 shares authorized,
                17,383,333 and 16,033,333 shares issued and outstanding, in 
                1998 and 1997, respectively                                                       1,738               1,603  
             Additional paid-in capital                                                      21,150,298            7,953,631 
             Amounts due from stockholders                                                   (1,215,000)         -           
             Cumulative translation adjustment                                                   (4,100)         -           
             Accumulated deficit                                                             (6,827,585)          (3,800,033)
                            Total stockholders' equity                                       13,105,611            4,155,250 
                            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 20,136,365         $ 13,197,277 

     The accompanying notes are an integral part of these consolidated financial
                                   statements.

</TABLE>

<TABLE>

                 WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<CAPTION>
                                                                                       Three Months Ended
                                                                                             March 31,          
                                                                                                  
                                                                                        1998             1997   
                                                                                                          

                  <S>                                                               <C>          <C>            

                  REVENUES                                                          $  948,188   $        -     
                                                                                                                

                  COST OF SERVICES                                                     890,811            -     
                                                                                                                

                       Gross margin                                                     57,377            -          

                  OPERATING EXPENSES:
                       Selling, general and 
                          Administrative expenses                                    2,255,170          288,970 
                       Depreciation and amortization                                   631,226           -      
                                                                                                                

                       Operating loss                                               (2,829,019)        (288,970)

                  OTHER INCOME (EXPENSE):
                       Interest income                                                  -                29,959 
                       Interest expense                                               (176,308)          (3,283)
                                                                                      (176,308)          26,676 

                  LOSS BEFORE PROVISION 
                       FOR INCOME TAXES                                             (3,005,327)        (262,294)

                  PROVISION FOR INCOME TAXES                                                -              -    
                                                                                                                

                  NET LOSS                                                        $ (3,005,327)   $    (262,294)

                  COMPREHENSIVE LOSS                                              $ (3,009,427)   $    (262,294)

                  NET LOSS PER SHARE,
                     BASIC AND DILUTED                                           $      (0.17)        $         
                                                                                                         (0.03) 

                  SHARES USED IN NET LOSS PER SHARE 
                      CALCULATION, BASIC AND DILUTED                                17,174,445         9,580,608


     The accompanying notes are an integral part of these consolidated financial
                                   statements.

</TABLE>


<TABLE>

               WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)

<CAPTION>
                                                                                                          Three Months Ended
                                                                                                                     March 31,     
                                                                                                                        _
                                                                                                           1998             1997   
                                                                                                                             
             <S>                                                                                   <C>              <C>
             CASH FLOWS FROM OPERATING ACTIVITIES:
             Net loss                                                                               $ (3,005,327)     $   (262,294)
             Adjustments to reconcile net loss to net cash 
                  Used by operating activities - 
                       Depreciation and amortization                                                      631,226         -        
                       Compensation charge                                                                335,125 
                       Increase in accounts receivable                                                   (102,903)      -          
                       Increase in prepaid expenses and other assets                                     (271,376)         (13,800)
                       (Decrease) increase in accounts payable and accrued 
                            expenses and other liabilities                                               (658,598)                 
                                                                                                                             68,442
                       Other                                                                                                  -    
                                                                                                           (4,100)                 
                                 Net cash used by operating activities                                 (3,075,953)        (207,652)

             CASH FLOWS FROM INVESTING ACTIVITIES:
                       Cash paid in connection with acquisitions                                         (161,851)       -         
                       Change in notes receivable                                                          -               800,000 
                       Capital expenditures                                                              (136,646)             -   
                                                                                                                                   

                                 Net cash (used) provided by investing activities                       (298,497)          800,000 

             CASH FLOWS FROM FINANCING ACTIVITIES:
                       Principal payments on notes payable   related parties                             (365,000)       -         
                       Payments on obligations under capital leases                                       (36,583)       -         
                       Proceeds from issuance of preferred stock                                                         -         
                                                                                                       10,084,720 
                       Proceeds from issuance of common stock, net of offering expenses                                     12,250 
                                                                                                           -      
                                 Net cash provided by financing activities                               9,683,137          12,250 

             NET INCREASE IN CASH                                                                       6,308,687          604,598 

             CASH, beginning of the period                                                                 179,271       1,552,829 

             CASH, end of the period                                                                $   6,487,958     $  2,157,427 

             CASH PAID DURING THE PERIOD FOR INTEREST                                               $     144,692   $       26,989 


             CASH PAID DURING THE PERIOD FOR TAXES                                                 $         -      $         -    
                                                                                                                                   
             SUPPLEMENTAL SCHEDULE OF NON-CASH 
             INVESTING AND FINANCING ACTIVITIES:

                       Conversion of note payable for 1,680,000 shares of common stock             $        -        $    420,000  
                                                                                                                  
                       Conversion of notes payable   related parties and accrued interest for
                         230,627 shares of Series B preferred stock                                 $   1,236,165   $         -    
                                                                                                                                   
                       Issuance of 1,000,000 shares of common stock for notes receivable            $   1,215,000   $         -    
                                                                                                                                   


The accompanying notes are an integral part of these consolidated financial
statements.

</TABLE>



                 WORLDPORT COMMUNICATIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


(1)  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Basis of Presentation

     WorldPort Communications, Inc. and subsidiaries (the "COMPANY") is a
     global, facilities-based telecommunications services provider offering a
     full range of voice and value-added services to carriers and corporate
     customers worldwide. The Company is focusing on expanding its network
     infrastructure in the United States and in major markets in Europe, Asia-
     Pacific and Latin America.  

     The accompanying condensed consolidated financial statements have been
     prepared by the Company without audit pursuant to the rules and regulations
     of the Securities and Exchange Commission.  Certain information and
     footnote disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed or omitted in this Form 10-QSB pursuant to such rules and
     regulations; however, management believes that the disclosures herein are
     adequate to make the information presented not misleading.  The financial
     statements and notes thereto included in this Form 10-QSB should be read in
     conjunction with the financial statements and notes thereto included in the
     Company's Annual Report on Form 10-KSB for the year ended December 31,
     1997.

     In the opinion of the Company's management, the accompanying condensed
     consolidated financial statements contain all adjustments (consisting of
     only normal recurring adjustments) necessary to present fairly the
     Company's financial position as of March 31, 1998, and the results of
     operations for the three months ended March 31, 1998 and 1997 and cash
     flows for the three months ended March 31, 1998 and 1997.  The results of
     operations for the three months ended March 31, 1998 and 1997 are not
     necessarily indicative of the operating results for the full years.

     Financial Condition

     The Company is subject to various risks in connection with the operation of
     its business including, among other things, (i) changes in external
     competitive market factors, (ii) termination of certain operating
     agreements or inability to enter into additional operating agreements,
     (iii) inability to satisfy anticipated working capital or other cash
     requirements, (iv) changes in or developments under domestic or foreign
     laws, regulations, licensing requirements or telecommunications standards,
     (v) changes in the availability of transmission facilities, (vi) changes in
     the Company's business strategy or an inability to execute its strategy due
     to unanticipated changes in the market, (vii) various competitive factors
     that may prevent the Company from competing successfully in the
     marketplace, (viii) the Company's lack of liquidity and its ability to
     raise additional capital, (ix) loss of services of key executive officers
     and (x) loss of a customer which provides significant revenues to the
     Company.  During 1997, the Company's first year of operations as an
     international telecommunications services provider, the Company incurred
     losses of approximately $3.5 million and expects to continue to incur
     operating losses in the near future.  Funding of the Company's current and
     future operating losses and expansion of the Company will require
     substantial continuing capital investment.  The Company's strategy is to
     fund these cash requirements through debt facilities or additional equity
     financing.  Although the Company has been able to arrange debt facilities
     or equity financing to date, there can be no assurance that sufficient debt
     or equity financing will continue to be available in the future or that it
     will be available on terms acceptable to the Company.  Failure to obtain
     sufficient capital could materially affect the Company's acquisition and
     operating strategies. The Company expects that future financings will
     include debt and/or equity placements; however, no assurance can be given
     that the Company will be able to obtain additional financing on reasonable
     terms, if at all.  During 1998, the Company has raised approximately $12.4
     million in connection with the sale of its Series B Convertible Preferred
     Stock, $900,000 in connection with the sale of its common stock (see Note
     4) and was successful in increasing its existing lease financing facility
     to provide up to $13,000,000 in infrastructure financing. The Company has
     also converted approximately $1.2 million in notes payable to related
     parties into its Series B Convertible Preferred Stock.   In addition,
     during the first quarter of 1998, the Company retained the services of a
     major New York-based investment banker to assist the Company in raising
     additional capital through debt and/or equity offerings.  The Company has
     currently made none of its scheduled payments on its $500,000 debt
     obligation to Value Partners, Ltd. ("VALUE PARTNERS").  As of May 12, 1998,
     Value Partners has not demanded payment.  The Company is currently
     negotiating with Value Partners to restructure this obligation on more
     favorable terms to the Company; however, no assurance can be given that the
     Company will be able to restructure this obligation.

     Consolidation

     The accompanying consolidated financial statements include the accounts of
     the Company and its wholly owned subsidiaries.  All significant
     intercompany accounts and transactions have been eliminated.

     New Accounting Pronouncements

     The Company adopted SFAS No. 128, "Earnings Per Share", in 1997 and all
     prior years presented in the accompanying consolidated financial statements
     have been restated in accordance with SFAS No. 128.  For all periods
     presented, basic and diluted earnings per share are the same as any
     dilutive securities had an antidilutive effect on earnings per share.

     In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
     Income".  SFAS No. 130 requires the presentation of comprehensive income in
     an entity's financial statements.  Comprehensive income represents all
     changes in equity of an entity during the reporting period, including net
     income and charges directly to equity which are excluded from net income
     (such as additional minimum pension liability changes, currency translation
     adjustments, unrealized gains and losses on available for sale securities,
     etc.).  The Company adopted SFAS No. 130 during 1998 and the primary impact
     on its financial statements relates to foreign currency translation
     adjustments in connection with certain acquisitions (see Note 2).
      
     In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
     an Enterprise and Related Information".   SFAS No. 131 requires the
     reporting of profit and loss, specific revenue and expense items and assets
     for reportable segments.  It also requires the reconciliation of total
     segment revenues, total segment profit or loss, total segment assets and
     other amounts disclosed for segments to the corresponding amounts in the
     general purpose financial statements. The Company will adopt SFAS No. 131
     during the year ended December 31, 1998 and has not yet determined what
     additional disclosures may be required in connection with adopting SFAS No.
     131.

     Year 2000 Issue

     The Year 2000 issue exists because many computer systems and applications
     currently use two-digit fields to designate a year.  As the century date
     change occurs, date-sensitive systems will recognize the year 2000 as 1900
     or not at all. The inability to recognize or properly treat the Year 2000
     may cause systems to process critical financial and operational information
     incorrectly.  The Company's management has assessed the impact of the Year
     2000 issue on the Company's computer hardware and software systems.  Based
     on this assessment, management currently believes that the costs of
     resolving the Year 2000 issues will not be material to the Company's
     results of operations or financial condition.


(2)  ACQUISITIONS

     In February 1998, the Company commenced operations in The Netherlands
     through the acquisition of all of the outstanding stock of MathComp B.V.
     ("MATHCOMP").  The Company changed the name of MathComp to WorldPort
     Communications Europe, B.V. ("WORLDPORT EUROPE").  In connection with this
     acquisition, the Company issued 150,000 shares of the Company's common
     stock and was obligated to pay $250,000 in cash within 45 days of the
     closing of the acquisition.  As of May 12, 1998, the Company has not paid
     the $250,000 cash payment.  The former shareholder of MathComp is eligible
     to earn an additional 2,350,000 shares of the Company's common stock
     contingent upon the attainment of certain future revenue and gross margin
     requirements during the first and second quarters of 1999.  In connection
     with the acquisition, the Company entered into a three-year employment
     agreement with the former shareholder of MathComp for an annual salary of
     approximately $90,000.

     In April 1998, the Company acquired the telecommunications assets and
     operations of InterContinental Exchange, Inc. ("ICX"), a licensed provider
     of international telecommunications services headquartered in the San
     Francisco Bay area, in exchange for 400,000 shares of the Company's common
     stock (of which 200,000 shares will be held pursuant to an escrow agreement
     for a period of eighteen months following the closing subject to the
     attainment of certain future revenue requirements and to indemnify the
     Company for certain representations and warranties).  In addition, the
     Company entered into two-year employment agreements with three employees of
     ICX providing for annual salaries of $84,000 and issued options to purchase
     an aggregate of 120,000 shares of common stock at exercise prices ranging
     from $7.00 to $10.00 per share with a vesting period of one to two years. 

(3)  COMMITMENTS AND CONTINGENCIES

     During the first quarter of 1998, the Company entered into employment
     agreements with seven executives of the Company providing for annual
     salaries ranging from $125,000 to $300,000, with additional provisions for
     discretionary bonuses based upon performance.  In connection with these
     agreements, the Company issued options to purchase 1,400,000 shares of
     common stock to these executives at exercise prices ranging from $1.00 to
     $4.50 per share.  Such options vest over a two to three year period.  At
     the time of grant, these options were recorded in accordance with APB No.
     25.  Additionally, the Company granted to an executive a total of 200,000
     shares of common stock which resulted in a compensation charge of
     approximately $268,000 based on the fair value of the stock granted.

     On March 31, 1998, the Company amended its employment agreements with two
     executives who were previously granted a total of 1,000,000 shares of
     common stock.  As a result of these amendments, the executives will
     purchase the 1,000,000 shares of common stock at $1.34 per share which is
     the fair value of the stock at that date.  In connection with the purchase
     of these shares, the executives executed 24-month non-recourse promissory
     notes in the aggregate amount of $1,340,000 reduced by $125,000 in deferred
     salary payments due to the executives at March 31,1998. 


(4)  STOCKHOLDERS' EQUITY

     During the first quarter of 1998, the Company initiated a private placement
     offering of its par value $0.0001 Series B Convertible Preferred Stock (the
     "SERIES B PREFERRED STOCK OFFERING") at $5.36 per share.  The Series B
     Convertible Preferred Stock is convertible into shares of the Company's
     common stock at any time at the option of the holder at a rate of 4 shares
     of common stock for each share of preferred stock.  Holders of Series B
     Convertible Preferred Stock have voting rights equal to 40 votes per share
     on all matters submitted to a vote of the stockholders of the Company.  As
     of May 12, 1998, the Company has received approximately $12.4 million in
     proceeds from the sale of the Series B Convertible Preferred Stock, of
     which approximately $10.1 million was received as of March 31, 1998, and
     has converted approximately $1.2 million of Bridge Notes and accrued
     interest into the Series B Convertible Preferred Stock in exchange for an
     aggregate of 2,539,345 shares of the Company's Series B Convertible
     Preferred Stock.  

     In May 1998, the Company sold 180,000 shares of its common stock at a price
     of $5.00 per share to an accredited investor in a private placement
     transaction.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS


NOTE ON "FORWARD-LOOKING" STATEMENTS

The information set forth in Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MD&A")  contains certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, including, among others (i) expected
changes in the Company's revenues and profitability (ii) prospective business
opportunities and (iii) the Company's strategy for expanding its business. 
Forward-looking statements are statements other than historical information or
statements of current condition.  Some forward-looking statements may be
identified by use of terms such as "believes", "anticipates", "intends" or
"expects".  These forward-looking statements relate to the plans, objectives and
expectations of WorldPort Communications, Inc. and subsidiaries (the "COMPANY")
for future operations.  Although the Company believes that its expectations with
respect to the forward-looking statements are based upon reasonable assumptions
within the bounds of its knowledge of its business and operations, in light of
the risks and uncertainties inherent in all future projections, the inclusion of
forward-looking statements in this report should not be regarded as a
representation by the Company or any other person that the objectives or plans
of the Company will be achieved.  

The Company's revenues and results of operations could differ materially from
those projected in the forward-looking statements as a result of numerous
factors, including, but not limited to, the following:  (i) changes in external
competitive market factors, (ii) termination of certain operating agreements or
inability to enter into additional operating agreements, (iii) inability to
satisfy anticipated working capital or other cash requirements, (iv) changes in
or developments under domestic or foreign laws, regulations, licensing
requirements or telecommunications standards, (v) changes in the availability of
transmission facilities, (vi) changes in the Company's business strategy or an
inability to execute its strategy due to unanticipated changes in the market,
(vii) various competitive factors that may prevent the Company from competing
successfully in the marketplace, (viii) the Company's lack of liquidity and its
ability to raise additional capital, (ix) loss of services of key executive
officers and (x) loss of a customer which provides significant revenues to the
Company.  In light of these risks and uncertainties, there can be no assurance
that actual results, performance or achievements of the Company will not differ
materially from any future results, performance or achievements expressed or
implied by such forward-looking statements.  The foregoing review of important
factors should not be construed as exhaustive.  The Company undertakes no
obligation to release publicly the results of any future revisions it may make
to forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

The following discussion should be read in conjunction with the Condensed
Consolidated Financial Statements and Notes thereto included under Item 1 of
this Form 10-QSB.  In addition, reference should be made to the Financial
Statements and Notes thereto and related Management's Discussion and Analysis of
Financial Condition and Results of Operations included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1997.

Overview

The Company is a global facilities-based telecommunications services provider
offering a full range of voice and value-added services to carriers and
corporate customers worldwide.  The Company is focusing on expanding its network
infrastructure in targeted geographic regions where privatization and
liberalization enable it to gain early market entry and achieve rapid growth. 
The Company is developing a global telecommunications network consisting of (i)
switches, enhanced services platforms, leased circuits and other
telecommunications equipment (On-Net) and (ii) carrier services agreements,
access and termination agreements, interconnection agreements and other
facilities-sharing agreements (Off-Net).  Together, these telecommunications
assets and agreements comprise the Company's global network.   The Company's
customers utilize a combination of local access numbers and codes and domestic
and international toll-free numbers to access the Company's network.  The
Company is continuing to expand its network through (i) the purchase and
installation of equipment for existing and new markets, (ii) additional
interconnection, access and termination agreements with other carriers and
service providers in the U.S. and internationally and (iii) additional
acquisitions of international telecommunications assets, operations and service
providers.

During 1997 and the first quarter of 1998, the Company primarily provided
calling card and other enhanced services products from its facility in Omaha,
Nebraska.  As the Company expands its global network and enters into new
international service agreements, the Company intends to provide long distance
services primarily to carriers, corporate customers and to distributors,
marketers and resellers of telecommunications services.
 
Recent Developments

During 1998, the Company has:

   Committed to purchase 12 indefeasible rights of use ("IRUS") for STM-1 (155
   Mb/s) capacity on four state-of-the-art undersea fiber optic cables under
   development by Global Crossing, Ltd., including 5 STM-1s (5 x 155 Mb/s) on
   Atlantic Crossing 1 ("AC-1"), a state-of-the-art, transatlantic fiber optic
   cable which is scheduled to commence service in mid-1998.  The Company has
   committed to purchase 3 STM-1s (3 x 155 Mb/s) on Mid-Atlantic Crossing
   ("MAC"); 3 STM-1s (3 x 155 Mb/s) on Pan-American Crossing ("PAC"); and 1 STM-
   1 (1 x 155 Mb/s) on Pacific Crossing 1 ("PC-1").  These undersea cables are
   expected to provide the Company with high bandwidth transmission capacity
   linking the U.S., the Caribbean, Latin America and Asia.

   Entered into a Memorandum of Understanding to acquire EnerTel N.V., one of
   the major alternative telecommunications services providers in The
   Netherlands.  EnerTel operates a fiber optic backbone network throughout The
   Netherlands, and it holds interconnection agreements with almost all of The
   Netherlands' regional and international telecom operators as well as with
   Cable and Wireless in the U.K., Belgacom in Belgium and Deutsche Telekom in
   Germany.  Through these assets, EnerTel is expected to bring the Company
   competitive network access to the entire Dutch business community and to 5.5
   million households.

   Through its wholly owned subsidiary, WorldPort Communications Europe, B.V.
   ("WORLDPORT EUROPE"), entered into an interconnection agreement with PTT
   Telecom, the national telephone company of The Netherlands.  This agreement
   will enable the Company to physically connect its network with the network of
   PTT Telecom, and to originate and terminate traffic throughout The
   Netherlands via the PTT Telecom network.

   Acquired an International Simple Resale license in the United Kingdom that
   will permit the Company to deploy network infrastructure and commence the
   marketing of international long distance voice, data and multimedia services
   in the U.K.  Additionally, the Company has applied for an International
   Facilities License which is expected to enable it to own international
   network facilities such as transatlantic fiber optic cable capacity,
   switching equipment and leased lines that land in the United Kingdom.

   Entered into a nationwide access and termination agreement with Westinghouse
   Communications, providing the Company with favorable origination and
   termination rates in the United States and selected international markets.

   Acquired the assets and operations of InterContinental Exchange, Inc.
   ("ICX").  ICX is a California-based provider of international long distance
   services primarily to customers in the U.S., Asia-Pacific and Latin America. 
   ICX presently serves approximately 8,000 customers in Japan, Singapore,
   India, Netherlands Antilles, South Africa, Lebanon, The Netherlands, Germany,
   Venezuela and the United States, including distributors and international
   sales agents.

   Received proceeds of approximately $13.3 million in connection with the sale
   of its Series B Convertible Preferred Stock and common stock.

Acquisitions
 
In February 1998, the Company commenced operations in The Netherlands through
the acquisition of all of the outstanding stock of MathComp B.V. ("MATHCOMP"). 
The Company changed the name of MathComp to WorldPort Communications Europe,
B.V. ("WORLDPORT EUROPE") (the "WORLDPORT EUROPE ACQUISITION").  In connection
with this acquisition, the Company issued 150,000 shares of the Company's common
stock and was obligated to pay $250,000 in cash within 45 days of the closing of
the acquisition.  As of May 12, 1998, the Company has not paid the $250,000 cash
payment.  The former shareholder of MathComp is eligible to earn an additional
2,350,000 shares of the Company's common stock contingent upon the attainment of
certain future revenue and gross margin requirements during the first and second
quarters of 1999.  In connection with the acquisition, the Company entered into
a three-year employment agreement with the former shareholder of MathComp for an
annual salary of approximately $90,000.

In April 1998, the Company acquired the telecommunications assets and operations
of ICX, a licensed provider of international telecommunications services
headquartered in the San Francisco Bay area in exchange for 400,000 shares of
the Company's common stock (of which 200,000 shares will be held pursuant to an
escrow agreement for a period of eighteen months following the closing subject
to the attainment of certain future revenue requirements and to indemnify the
Company for certain representations and warranties).  In addition, the Company
entered into two-year employment agreements with three employees of ICX
providing for annual salaries of $84,000 and issued options to purchase an
aggregate of 120,000 shares of common stock at exercise prices ranging from
$7.00 to $10.00 per share with a vesting period of one to two years. 

Results of Operations

Prior to its acquisition of the assets and ongoing operations of Telenational
Communications Limited Partnership ("TNC") in June 1997 (the "TNC ACQUISITION")
and the Wallace Wade Company ("WWC") in July 1997 (the "WWC ACQUISITION"), the
Company was a development stage company that had not generated revenues other
than interest income since inception. During the three months ended March 31,
1998 and 1997, the Company incurred losses of $(3,005,327) and $(262,294),
respectively.  Included in the losses incurred during 1998 are the operating
results of TNC and WWC subsequent to the closing of the TNC Acquisition and the
WWC Acquisition.  WWC's operating revenues and expenses did not have a material
impact on the operating revenues and expenses of the Company in 1998.  Prior to
the TNC Acquisition, TNC had experienced a history of operating losses and cash
flow deficiencies.  Subsequent to the closing of the TNC Acquisition, revenues
from the operations declined, primarily as a result of the Company's shift in
focus toward higher-margin product lines in new international markets.

To address and remedy these historical operating losses and to increase the
competitiveness, revenues and gross margins of the assets and operations
acquired in the TNC Acquisition, since the acquisition, the Company has sought
to (i) institute new financial controls, (ii) enhance the technical capabilities
of its switching center, calling card platform and operator services center in
Omaha, (iii) negotiate more favorable carrier vendor contracts, (iv) recruit
additional qualified operational and technical management for its Omaha
facility, (v) develop new calling card distribution channels in ethnic markets
in the U.S. and in new international markets and (vi) develop new products and
services such as multi-lingual operator services targeted at carrier customers.
 While the Company believes these cost-reduction and revenue-enhancing
initiatives will have a positive impact on its future operating results, the
Company anticipates that it will continue to incur operating losses and cash
flow deficiencies for the foreseeable future.  See "LIQUIDITY AND CAPITAL
RESOURCES".

Revenues

Revenues increased to $948,188 from $0 for the three months ended March 31, 1998
and 1997, respectively.  The increase in revenues was due solely to the
inclusion of the results of operations of the TNC assets subsequent to the
closing of the TNC Acquisition in June 1997.   The acquisition of WorldPort
Europe did not have an impact on revenues as WorldPort Europe is in the process
of completing the installation and testing of its network. 

Gross Margin

Gross margin increased to $57,377 from $0 for the three months ended March 31,
1998 and 1997, respectively.  The increase in gross margin was due to the
inclusion of the results of operations of the TNC assets subsequent to the
closing of the TNC Acquisition in June 1997 offset by the costs of testing the
network of WorldPort Europe.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased to $2,255,170 from
$288,970 for the three months ended March 31, 1998 and 1997, respectively.  The
increase was due primarily to (i) increased business development and acquisition
activity, (ii) the relocation of the Company's corporate offices from Houston,
Texas to Kennesaw, Georgia, (iii) the expansion of the Company's executive
management team, (iv) certain non-recurring compensation charges associated with
the granting of restricted stock and certain options to certain members of the
Company's management team and (v) the inclusion of the selling, general and
administrative expenses associated with the operation of the TNC assets
subsequent to the closing of the TNC Acquisition in June 1997.

Depreciation and Amortization

Depreciation and amortization expense increased to $631,226 from $0 for the
three months ended March 31, 1998 and 1997, respectively.  The increase was due
to (i) depreciation of the assets acquired in connection with the TNC
Acquisition, (ii) amortization of goodwill and other intangible assets
associated with the TNC Acquisition, the WWC Acquisition and the WorldPort
Europe Acquisition and (iii) depreciation of additional switching and peripheral
equipment acquired during 1997 and 1998.

Interest Expense

Interest expense increased to $176,308 from $3,283 for the three months ended
March 31, 1998 and 1997, respectively. The increase in interest expense is due
to (i) the debt assumed by the Company in connection with the TNC Acquisition,
(ii) the acquisition of switching equipment subject to capital lease and (iii)
borrowings for working capital purposes pursuant to certain short-term
promissory notes.  See "LIQUIDITY AND CAPITAL RESOURCES".

Liquidity and Capital Resources

The Company is an emerging international telecommunications services provider
which is executing a global business plan which requires substantial capital. 
The Company has operated at a loss since its inception and expects to continue
to incur operating losses in the near future.  Funding of the current and future
operating losses and expansion of the Company will require substantial
continuing capital investment.  The Company's strategy is to fund these cash
requirements through debt facilities or additional equity financing.  Although
the Company has been able to arrange debt facilities and equity financing to
date, there can be no assurance that sufficient debt or equity financing will
continue to be available in the future or that it will be available on terms
acceptable to the Company.  Substantial additional debt or equity financing may
be needed for the Company to achieve its short-term and long-term business
objectives.  Failure to obtain sufficient capital could materially affect the
Company's acquisition and operating strategies. The Company expects that future
financing will include debt and/or equity placements; however, no assurance can
be given that the Company will be able to obtain additional financing on
reasonable terms, if at all.

As of March 31, 1998, the Company has a working capital surplus of $2,805,622
compared to a working capital deficit of $4,142,742 at December 31, 1997.  The
working capital surplus at March 31, 1998 is due to the proceeds received from
the issuance of 2,112,106 shares of the Company's Series B Convertible Preferred
Stock offset by (i) the payment of certain liabilities assumed in conjunction
with the TNC Acquisition and the WorldPort Europe Acquisition, the majority of
which were trade payables and short-term debt obligations, (ii) the issuance of
a note payable in connection with the WWC Acquisition, (iii) the acquisition of
additional switching and peripheral equipment, the majority of which is being
financed pursuant to a lease, (iv) borrowings pursuant to certain short-term
promissory notes and (v) the operating losses of the Company. Trade receivables
increased to $471,751 at March 31, 1998 from $368,848 at December 31, 1997.

Operations used $3,075,953 during the three months ended March 31, 1998 compared
to $207,652 during the three months ended March 31, 1997 due primarily to the
(i) operating losses (ii) increased business development and acquis6ition
activity, (iii) relocation of the Company's corporate offices and (iv) expansion
of the Company's executive management team.  

Investing activities used $298,497 during the three months ended March 31, 1998
compared to providing $800,000 during the three months ended March 31, 1997. 
Investing activities during the three months ended March 31, 1998 consisted
primarily of cash paid in connection with the WorldPort Europe Acquisition and
increased capital spending. Investing activities during the three months ended
March 31, 1997 consisted of the collection of a note receivable from Global Star
International, Inc.

Financing activities generated $9,683,137 during the three months ended March
31, 1998 compared to $12,250 during the three months ended March 31, 1997. 
Financing activities during the three months ended March 31, 1998 consisted
primarily of proceeds from the issuance of 2,112,106 shares of the Company's
Series B Convertible Preferred Stock offset by repayment of certain short-term
notes payable.  

In addition to trade payables and vendor obligations assumed in connection with
the TNC Acquisition, the Company assumed a secured promissory note payable to
Value Partners, Ltd. ("VALUE PARTNERS") which was payable in installments of
$100,000 per month plus accrued interest at a rate of 14% per annum beginning
September 1, 1997.  The note is secured by all of the assets acquired by the
Company in connection with the TNC Acquisition.  The Company has made none of
the scheduled payments on this note and as of May 12, 1998, Value Partners has
not demanded payment on the note.  The Company is currently negotiating with
Value Partners to restructure this obligation on more favorable terms to the
Company; however, no assurance can be given that the Company will be able to
restructure this obligation.

In September 1997, the Company entered into an arrangement with Maroon Bells
Capital Partners, Inc. ("MBCP") whereby MBCP would arrange for the Company to
borrow from MBCP and certain of its affiliated entities pursuant to certain
promissory notes (the "BRIDGE NOTES").  The Bridge Notes bore interest at 10%
per annum, matured on December 31, 1997 and were convertible into equity in the
Company on terms to be negotiated in good faith.   As of December 31, 1997, the
Company had $1,556,250 in Bridge Notes outstanding.  During the first quarter of
1998, approximately $1.2 million of the Bridge Notes and accrued interest were
converted into equity in the Company.  The remaining portion of the Bridge Notes
were repaid in cash.

During the first quarter of 1998, the Company initiated a private placement
offering of its Series B Convertible Preferred Stock (the "SERIES B PREFERRED
STOCK OFFERING") at $5.36 per share.  The Series B Convertible Preferred Stock
is convertible into shares of the Company's common stock at any time at the
option of the holder at a rate of 4 shares of common stock for each share of
preferred stock.  Holders of Series B Convertible Preferred Stock have voting
rights equal to 40 votes per share on all matters submitted to a vote of the
stockholders of the Company.  As of May 12, 1998, the Company has received
approximately $12.4 million in proceeds from the sale of the Series B
Convertible Preferred Stock and has converted approximately $1.2 million of
notes payable and accrued interest into the Series B Convertible Preferred
Stock.

As described in "RECENT DEVELOPMENTS", the Company has entered into a number of
agreements, contracts and other business relationships which will require the
Company to expend capital resources. The Company is also currently involved in
discussions with respect to potential transactions which could include
acquisitions requiring the issuance of Company securities or other significant
obligations; however, there can be no assurance that the Company will be
successful in consummating any of these potential transactions.  While the
impact on the Company's requirements for working capital and capital
expenditures of each of the items described in "RECENT DEVELOPMENTS" cannot be
specifically determined at this time due to variables associated with the scope
and timing of implementation of these contracts and agreements, the Company
estimates that it will require approximately $350 million in additional funding
during 1998 to satisfy its obligations related to the items described in "RECENT
DEVELOPMENTS" as well as other potential transactions contemplated by the
Company.


During 1998, the Company has received approximately $12.4 million in proceeds
from the sale of its Series B Convertible Preferred Stock and $900,000 from the
sale of its common stock.  In addition, the Company successfully increased its
lease financing facility to $13 million for the purchase of additional
infrastructure equipment.  These proceeds and financial resources, while
significant, will be insufficient to enable the Company to meet its obligations
pursuant to the business relationships into which it has entered.  Further, the
Company does not currently generate positive cash flow and will not do so until
it has completed a significant portion of its global network development and has
implemented its sales and marketing strategy.  As such, the Company will be
required to seek additional financing in order to implement its business plan
and to meet its obligations pursuant to the business relationships into which it
has entered.  Accordingly, the Company has recently signed an advisory agreement
with a Wall Street investment-banking firm, pursuant to which the investment
banker intends to advise the Company with regard to future financing options;
however, there can be no assurance that the Company will be able to obtain the
additional financing it requires on reasonable terms, if at all.

Year 2000 Issue

The Year 2000 issue exists because many computer systems and applications
currently use two-digit fields to designate a year.  As the century date change
occurs, date-sensitive systems will recognize the year 2000 as 1900 or not at
all. The inability to recognize or properly treat the Year 2000 may cause
systems to process critical financial and operational information incorrectly. 
The Company's management has assessed the impact of the Year 2000 issue on the
Company's computer hardware and software systems.  Based on this assessment,
management currently believes that the costs of resolving the Year 2000 issues
will not be material to the Company's results of operations or financial
condition.


                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

From time to time, the Company is involved in various lawsuits or claims arising
from the normal course of business. In the opinion of management, none of these
lawsuits or claims will have a material adverse effect on the financial
statements or results of operations of the Company.

On April 17, 1998, the Company was served with a summons and complaint from MC
Liquidating Corporation f/k/a MIDCOM Communications, Inc. ("MIDCOM").  Both the
Company and Telenational Communications, Inc., its wholly-owned subsidiary are
named as defendants, as are Telenational Communications Limited Partnership, the
entity from which the Company acquired the TNC operations in June 1997 ("TCLP")
and Edmund Blankenau, a principal of TCLP and a director of the Company.  In its
complaint, filed on April 8, 1998 in the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, MIDCOM seeks payment of over $600,000
for services allegedly provided to TCLP and the Company, together with other
damages, attorney fees and costs.  The Company is attempting to negotiate an
extension to its time to respond to this complaint.

On April 13, 1998, John Dalton, a director and the former President and Chief
Executive Officer of the Company ("Dalton") filed a complaint in the District
Court of Harris County Texas against the Company, MBCP, Paul A. Moore, the
Chairman of the Company's Board of Directors and the Company's Chief Executive
Officer, Phillip S. Magiera, a director and the Chief Financial Officer and
Secretary of the Company, Dan Wickersham, the President and Chief Operating
Officer of the Company and Theodore H. Swindells, a principal of MBCP
(collectively, the "Defendants").  Dalton's employment as President and Chief
Executive Officer of the Company was terminated effective April 6, 1998.  The
complaint alleges, among other things, breach of contract, tortious interference
and breach of fiduciary duties in connection with the Company and the
termination of Dalton's employment.  Dalton is seeking unspecified damages from
the Defendants as well as attorneys fees, expenses and interest.  

The Company believes that the allegations in the complaint are without merit and
the Defendants, including the Company, intend to vigorously defend the action.
Further, the Company has notified Dalton of its intention to seek rescission of
the WWC Acquisition and the cancellation of all shares of the Company's capital
stock previously issued to Dalton, since the Company believes that the WWC
Acquisition was induced by fraud. The Company has sent to Dalton a Demand for
Arbitration pursuant to the Merger Agreement executed by. Dalton, WWC, the
Company and WorldPort Acquisition, Inc. and the Employment Agreement between
Dalton and the Company, as provided by such agreements.

ITEM 2.  CHANGES IN SECURITIES

The following securities have been issued or sold without registration under the
Securities Act of 1933, as amended, (the "SECURITIES ACT") during the three
months ended March 31, 1998.  The sales described below were to "accredited
investors" as defined in Regulation D promulgated under the Securities Act and
were exempt under Section 4(2) of the Securities Act:

During the first quarter of 1998, the Company initiated a private placement
offering of its Series B Convertible Preferred Stock (the "SERIES B PREFERRED
STOCK OFFERING") at $5.36 per share.  The Series B Convertible Preferred Stock
is convertible into shares of the Company's common stock at any time at the
option of the holder at a rate of 4 shares of common stock for each share of
preferred stock.  Holders of Series B Convertible Preferred Stock have voting
rights equal to 40 votes per share on all matters submitted to a vote of the
stockholders of the Company.  No public market exists for the Company's Series B
Convertible Preferred Stock and none is expected to develop as a result of the
Series B Preferred Stock Offering.  As of May 12, 1998, the Company has received
approximately $12.4 million in proceeds from the sale of the Series B
Convertible Preferred Stock and has converted approximately $1.2 million of
notes payable and accrued interest into the Series B Convertible Preferred Stock
in exchange for an aggregate of 2,539,345 shares of the Company's Series B
Convertible Preferred Stock.  The Company is continuing to offer its Series B
Convertible Preferred Stock to accredited investors.

In May 1998, the Company sold 180,000 shares of its common stock at a price of
$5.00 per share to an accredited investor in a private placement transaction.

In connection with the WorldPort Europe Acquisition in February 1998, the
Company issued 150,000 shares of the Company's common stock to the seller. 
Additionally, in connection with the acquisition of the assets and operations of
IX in April 1998, the company issued 400,000 shares of its common stock to ICX
(of which 200,000 shares will be held pursuant to an escrow agreement for a
period of eighteen months following the closing subject to the attainment of
certain future revenue requirements and to indemnify the Company for certain
representations and warranties.)

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

The Company has made none of the scheduled payments on its note to Value
Partners.  As of May 12, 1998, Value Partners has not demanded payment on the
note.  The Company is currently negotiating with Value Partners to restructure
this obligation on more favorable terms to the Company; however, no assurance
can be given that the Company will be able to restructure this obligation.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


ITEM 5.  OTHER INFORMATION

None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

                 Exhibit No.               Description

                     4.1      Certificate      of      Designation,
                              Preferences and  Rights of  Series  B
                              Convertible  Preferred  Stock  of the
                              Company dated March 6, 1998.
                    10.1      Employment  Agreement by  and between
                              Phillip S.  Magiera and  the  Company
                              dated January 1, 1998.

                     10.1(a)  Amendment  No. 1,  dated as  of March
                              31, 1998, to the Employment Agreement
                              by and between Phillip S. Magiera and
                              the Company dated January 1, 1998.
                    10.2      Employment  Agreement by  and between
                              Paul A.  Moore and  the Company dated
                              January 1, 1998.

                     10.2(a)  Amendment  No. 1,  dated as  of March
                              31, 1998, to the Employment Agreement
                              by  and between Paul A. Moore and the
                              Company dated January 1, 1998.

                    10.3      Employment  Agreement by  and between
                              Bahman Zolfagharpour  and WorldPort
                              Communications Europe dated
                              February 4, 1998.

                    10.4      Employment  Agreement by  and between
                              Daniel G.  Lazarek  and  the  Company
                              dated February 16, 1998.
                    10.5      Employment  Agreement by  and between
                              Daniel M. Wickersham  and the Company
                              dated February 18, 1998.

                    10.6      Employment  Agreement by  and between
                              Jim Hendrickson and the Company dated
                              February 27, 1998.
                    10.7      Employment  Agreement by  and between
                              James M. Sever and the  Company dated
                              February 27, 1998.

                    10.8      Employment  Agreement by  and between
                              Donald  C.  Wright  and  the  Company
                              dated February 27, 1998.
                    10.9      Employment  Agreement by  and between
                              Thomas  J.  Bruner  and  the  Company
                              dated March 23, 1998.

                    10.10     Employment  Agreement by  and between
                              Christopher Canfield  and the Company
                              dated March 23, 1998.

                 Exhibit No.               Description


                    10.11     Sale  and Transfer  of Shares  in the
                              Capital  of  MathComp   B.  V.  dated
                              February 13, 1998.
                    27.1      Financial Data Schedule


Reports on Form 8-K

No Current Reports on Form 8-K were filed during the period covered by this
Report.







SIGNATURE


Pursuant to the requirements 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.


                              WORLDPORT COMMUNICATIONS, INC.




Date:  May 14, 1998              By:  /s/ Phillip S. Magiera              
                                      
                                 Phillip S. Magiera
                                 Chief Financial Officer and Secretary