SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                    FORM 10-QSB/A
                                (Amendment No. 1)


                 Quarterly Report under Section 13 or
                 15(d) of the Securities Exchange Act     X
                 of 1934 for the quarterly period
                 ended June 30, 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)

  1825 Barrett Lakes Center.,  
   Suite 100, 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 August 7, 1998, the Registrant had 18,096,485 shares of Common Stock
     par value $0.0001 outstanding.


                  Transitional Small Business Disclosure Format
                                  (Check one):

                             Yes [   ]      No [ X ]


                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits     

                Exhibit No.                Description

                 10.1*        Second Amendment To Employment
                              Agreement between Phillip S. Magiera
                              and the Company dated April 1, 1998

                10.1(a)*      Promissory Note between Phillip S.
                              Magiera and the Company dated April
                              1, 1998

                10.1(b)*      Pledge Agreement made by Phillip S.
                              Magiera and the Company dated April
                              1, 1998

                 10.2*        Second Amendment To Employment
                              Agreement between Paul A. Moore and
                              the Company dated April 1, 1998

                10.2 (a)*     Promissory Note between Paul A. Moore
                              and the Company dated April 1, 1998

                10.2(b)*      Pledge Agreement made by Paul A.
                              Moore and the Company dated April 1,
                              1998

                 10.3**       Master Purchase Agreement Between the
                              Company and Northern Telecom Inc.,
                              dated June 3, 1998.
 
                 10.4**       Master Services Agreement between the
                              Company and Northern Telecom Inc.
                              dated June 3, 1998

                 10.5**       Atlantic Crossing/AC-1 Submarine Cable
                              System Capacity Purchase Agreement
                              between Global Telesystems Ltd and the
                              Company dated April 7, 1998

                 10.6*        Credit Agreement the Company and The
                              Financial Institutions Party Hereto
                              as Lenders and Bankers Trust Company
                              as Administrative Agent and
                              Collateral Agent dated June 23, 1998

                27.1*         Financial Data Schedule

*Previously filed.

**Filed herewith.  Confidential treatment has been requested for portions 
  of these documents.


Reports on Form 8-K          

Form 8-K dated June 25, 1998, filed with the Securities  and Exchange Commission
on July 9, 1998, as amended by Form 8-K/A filed with the Securities and Exchange
Commission on August 13, 1998.

Form 8-K filed dated August 3, 1998, with the Securities and Exchange Commission
on August 13, 1998.



                                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:  September 9, 1998            By:  /s/ Phillip S. Magiera
                                           
                                         Phillip S. Magiera
                                         Chief Financial Officer and Secretary