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                                                                    EXHIBIT 4.1

              CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                                       OF
                      SERIES G CONVERTIBLE PREFERRED STOCK
                                       OF
                         WORLDPORT COMMUNICATIONS, INC.

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

     WorldPort Communications, Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), in
accordance with the provisions of Section 103 thereof, and pursuant to Section
151 thereof, DOES HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") and under the provisions of Section 151 of the General
Corporation Law of the State of Delaware, on February 9, 2000, the Board of
Directors adopted the following resolution creating a series of preferred stock,
$0.0001 par value per share ("Preferred Stock"), designated as Series G
Convertible Preferred Stock:

          "RESOLVED that, pursuant to the authority vested in the Board of
     Directors of the Corporation in accordance with the provisions of the
     Corporation's Certificate of Incorporation, a series of Preferred Stock of
     the Corporation be, and it hereby is, authorized and created, and that the
     designation and amount thereof and the voting powers, preferences and
     relative, participating, optional or other special rights of the shares of
     such series, and the qualifications, limitations or restrictions thereof
     are as follows:

          Section 1.  Designation: Series, Amount and Ranking.  The shares of
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     the series of Preferred Stock established hereby shall be designated
     "Series G Convertible Preferred Stock" (such shares being hereafter called
     the "Series G Preferred Stock"), and the number of shares constituting such
     series shall be 1,000, which shares shall have a par value of $0.0001 per
     share and a stated value of $2,000.00 per share (the "Stated Value"). The
     Series G Preferred Stock shall rank on a parity with the shares of Series A
     Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible
     Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible
     Preferred Stock and Series F Convertible Preferred Stock and prior to the
     Corporation's Common Stock, as to the payment of dividends and distribution
     of assets upon liquidation, dissolution or winding up of the Corporation,
     whether voluntary or involuntary.

          Section 2.  Dividends and Distributions.
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               (a) The Corporation shall not declare or pay or set apart for
     payment any dividends or make any other distributions on, or make any
     payment on account of the purchase, redemption or other retirement of any
     Series B Convertible Preferred Stock or any class of stock or series
     thereof of the Corporation ranking, as to dividends or as to distributions
     in the event of a liquidation, dissolution or winding up of the
     Corporation, junior to the Series G Preferred Stock, including the
     Corporation's Common Stock, (collectively, "Junior Stock") unless, prior to
     the payment of such dividends or other payments the Corporation first
     declares and pays a dividend equal to 7% of the Stated Value (the "Series G
     Preferred Dividends") to the holders of shares of the Series G Preferred
     Stock.  Notwithstanding anything to the contrary contained
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     herein, the foregoing shall not apply to (i) any dividend payable solely in
     any shares of any Junior Stock; or (ii) the acquisition of shares of any
     Junior Stock either (A) pursuant to any employee incentive or benefit plan
     or arrangement (including any employment agreement) of the Corporation or
     of any subsidiary of the Corporation heretofore or hereafter adopted or (B)
     in exchange solely for shares of any other Junior Stock. The Corporation
     shall not permit any subsidiary of the Corporation to purchase or otherwise
     acquire any shares of capital stock of the Corporation unless the
     Corporation could, pursuant to this paragraph, purchase such shares at such
     time and in such manner.

               (b) Series G Preferred Dividends shall be paid in cash on or
     prior to the date dividends are paid on the corporation's Junior Stock (the
     "Dividend Payment Date").  The Series G Preferred Dividends are not
     cumulative and no interest shall accrue with respect to the Series G
     Preferred Stock.

               (c) Series G Preferred Dividends shall be payable to holders of
     record as they appear on the books of the Corporation or any transfer agent
     on a Series G Dividend Payment Date.

               (d) No Series G Dividends shall be declared or paid or set apart
     for payment unless dividends have been or contemporaneously are declared or
     paid or set apart for payment on the Series A Preferred Stock, Series B
     Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D
     Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F
     Convertible Preferred Stock or any other series of stock ranking on a
     parity with the Series G Preferred Stock as to dividends (collectively,
     "Parity Stock").

          Section 3.  Voting Rights.
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               (a) Each holder of record of Series G Preferred Stock shall be
     entitled to vote on all matters submitted to a vote of the stockholders of
     the corporation, voting together with the holders of Common Stock as a
     single class. Each holder of record of each share of Series G Preferred
     Stock shall be entitled to that number of votes as is equal to the number
     of shares of Common Stock into which such share of Series G Preferred Stock
     could be converted on the record date for determining the stockholders
     entitled to vote.

               (b) At all times during which at least 33% of the Series G
     Preferred Stock issued by the Corporation is outstanding, the Corporation
     will not, without the approval of holders of at least a majority of the
     shares of Series G Preferred Stock then outstanding, voting together as a
     class, (A) issue any securities which will, with respect to dividend rights
     or rights on liquidation, winding up and dissolution, rank senior to the
     Series G Preferred Stock, or any obligation or security convertible into or
     evidencing the right to purchase any securities senior to the Series G
     Preferred Stock; (B) alter, amend or repeal any provision of the
     Certificate of Incorporation of the Corporation (including any such
     alteration, amendment or repeal effected by any merger or consolidation),
     if such amendment, alteration or repeal would alter or change the powers,
     preferences or special rights with respect to the shares of Series G
     Preferred Stock in a manner adverse to the holders thereof; or (C) alter,
     amend or modify this Section 3.

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          Section 4.  Liquidation, Dissolution or Winding Up.
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               (a) Upon any liquidation, dissolution, or winding up of the
     Corporation, whether voluntary or involuntary (a "Liquidation"), before any
     distribution or payment shall be made to the holders of any Junior Stock,
     the holders of Series G Preferred Stock shall be entitled to be paid out of
     the assets of the Corporation an amount per share of Series G Preferred
     Stock equal to the sum of $2,000.00 plus all declared but unpaid Series G
     Preferred Dividends and any Series G Preferred Dividends required to be
     declared pursuant to Section 2(a) above as a result of the Liquidation (the
     "Liquidation Preference").  After the payment of the full Liquidation
     Preference, the holders of the Series G Preferred Stock shall not be
     entitled to any further participation in any distribution of assets of the
     Corporation.

               (b) Neither the merger or consolidation of the Corporation with
     or into any other corporation, nor the merger or consolidation of any other
     corporation with or into the Corporation, nor the sale, lease, exchange or
     other transfer of all of or any portion of the assets of the Corporation,
     shall be deemed to be a Liquidation for purposes of this Section 4.

               (c) If upon any Liquidation the Liquidation Preference is not
     paid in full to all holders of Series G Preferred Stock, the holders of
     Series G Preferred Stock shall share ratably in any such distribution with
     all holders of Parity Stock, in proportion to the full distributable
     amounts to which holders of all such parity shares are entitled upon such
     distribution of assets.

          Section 5.  Conversion.
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               (a) Optional Conversion.  Subject to and in compliance with the
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     provisions of this Section 5, any shares of Series G Preferred Stock may,
     at the option of the holder and without any payment of consideration, be
     converted at any time into fully-paid and nonassessable shares of Common
     Stock.

                   In the event that a holder of Series G Preferred Stock
     desires to convert its Series G Preferred Stock into shares of Common
     Stock, such holder shall surrender the certificate or certificates
     therefor, duly endorsed, at the office of the Corporation or any transfer
     agent for the Series G Preferred Stock, and shall give written notice to
     the Corporation at such office that such holder elects to convert the same.
     Such notice shall state the number of shares of Series G Preferred Stock
     being converted. Thereupon, the Corporation shall promptly issue and
     deliver at such office to such holder a certificate or certificates for the
     number of shares of Common Stock to which such holder is entitled and shall
     promptly pay in cash or, to the extent sufficient funds are not then
     legally available therefor, in Common Stock (at the Common Stock's fair
     market value determined by the Board of Directors as of the date of such
     conversion), any declared but unpaid Series G Preferred Dividends on the
     shares of Series G Preferred Stock being converted. Such conversion shall
     be deemed to have been made at the close of business on the date of such
     surrender of the certificates representing the shares of Series G Preferred
     Stock to be converted, and the person entitled to receive the shares of
     Common Stock issuable upon such conversion shall be treated for all
     purposes as the record holder of such shares of Common Stock on such date.

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               (b) Mandatory Conversion.  Upon the conversion of at least 70% of
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     the Series G Preferred Stock originally issued by the Corporation, each
     outstanding share of Series G Preferred Stock shall, without any action on
     the part of the Corporation or the holders of Series G Preferred Stock, be
     automatically converted into shares of Common Stock.  All such outstanding
     shares of Series G Preferred Stock shall be deemed converted effective upon
     the date on which at least 70% of the originally issued Series G Preferred
     Stock is converted, and thereafter each certificate for Series G Preferred
     Stock outstanding shall be deemed to represent the number of shares of
     Common Stock into which it has been converted.  Nevertheless, each holder
     of Series G Preferred Stock shall thereafter surrender its certificates for
     shares of Series G Preferred Stock for conversion in accordance with
     Section 5(a) above.

               (c) Conversion Rate.  The number of shares of Common Stock to
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     which a holder of Series G Preferred Stock shall be entitled upon
     conversion (whether optional or mandatory) shall be the product obtained by
     multiplying the "Series G Preferred Stock Conversion Rate" then in effect
     by the number of shares of Series G Preferred Stock being converted.  The
     conversion rate in effect at any time for conversion of the Series G
     Preferred Stock (the "Series G Preferred Stock Conversion Rate") shall be
     the quotient obtained by dividing $2,000.00 by the "Series G Preferred
     Stock Conversion Price."

               (d) Conversion Price.  The conversion price (the "Series G
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     Preferred Stock Conversion Price") for the Series G Preferred Stock shall
     initially be $2.00.  The Series G Preferred Stock Conversion Price shall be
     adjusted from time to time in accordance with this Section 5.  All
     references to the Series G Preferred Stock Conversion Price herein shall
     mean such conversion price as so adjusted from time to time.

               (e) Series G Preferred Stock No Longer Outstanding.  Upon
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     conversion of shares of Series G Preferred Stock, such shares shall no
     longer be deemed to be outstanding and all rights of the holders thereof as
     Series G Preferred Stockholders of the Corporation shall cease.

               (f) Adjustments for Stock Splits and Dividends.  In the event the
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     Corporation shall, at any time or from time to time while any of the shares
     of Series G Preferred Stock are outstanding, (i) pay a dividend or make a
     distribution with respect to Common Stock in shares of Common Stock, (ii)
     subdivide or split its outstanding shares of Common Stock into a larger
     number of shares, or (iii) combine its outstanding shares of Common Stock
     into a smaller number of shares, in each case whether by reclassification
     of shares, recapitalization of the Corporation or otherwise, the Series G
     Preferred Stock Conversion Price in effect immediately prior thereto shall
     be adjusted by multiplying the Series G Preferred Stock Conversion Price by
     a fraction, the numerator of which is the number of shares of Common Stock
     outstanding immediately before such event, and the denominator of which is
     the number of shares of Common Stock outstanding immediately after such
     event.  Such adjustment shall become effective at the opening of business
     on the Business Day next following the record date for determination of
     stockholders entitled to receive such dividend or distribution in the case
     of a dividend or distribution, and shall become effective immediately after
     the effective date in case of a subdivision, split, combination or
     reclassification; and any shares of Common Stock issuable in payment of a
     dividend shall be deemed to have been issued immediately prior to the close
     of business on the record date for such dividend.

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               (g) Adjustments for Merger, etc.  If there shall occur a merger
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     or consolidation of the Corporation with or into another entity, any merger
     or consolidation of another entity into the Corporation (other than a
     merger or consolidation that does not result in any conversion, exchange or
     cancellation of outstanding shares of Common Stock), any sale or transfer
     of all or substantially all of the assets of the Corporation or any
     compulsory share exchange, that results in the conversion or exchange of
     the Common Stock into, or the right to receive, other securities or other
     property (whether of the Corporation or any other entity), then the Series
     G Preferred Stock will thereafter no longer be convertible into shares of
     Common Stock, but instead will be convertible into the kind and amount of
     securities or other property which the holder of such shares of Series G
     Preferred Stock would have owned immediately after such merger,
     consolidation, sale or share exchange if such shares of Series G Preferred
     Stock had been converted into shares of Common Stock immediately before the
     effective time of such merger, consolidation, sale or share exchange.  If
     this paragraph (g) applies, then no adjustment in respect of the same
     merger, consolidation, sale or share exchange shall be made pursuant to the
     other provisions of this Section.  In the event that at any time, as a
     result of an adjustment made pursuant to this paragraph (g), the Series G
     Preferred Stock shall become subject to conversion into any securities
     other than shares of Common Stock, thereafter the number of such other
     securities so issuable upon conversion of the shares of Series G Preferred
     Stock shall be subject to adjustment from time to time in a manner and on
     terms as nearly equivalent as practicable to the provisions contained in
     this Section 5.

               (h) Fractional Shares.  No fractional shares of Common Stock
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     shall be issued upon conversion of Series G Preferred Stock.  All shares of
     Common Stock (including fractions thereof) issuable upon conversion of more
     than one share of Series G Preferred Stock by a holder thereof shall be
     aggregated for purposes of determining whether the conversion would result
     in the issuance of any fractional share.  If, after the aforementioned
     aggregation, the conversion would result in the issuance of any fractional
     share, the Corporation shall, in lieu of issuing any fractional share, pay
     cash equal to the product of such fraction multiplied by the Common Stock's
     Fair Market Value on the date of conversion.  For purposes of this Section
     5(h), the Fair Market Value of the Common Stock shall be equal to the
     average closing sales price of a share of the Company's Common Stock on the
     Nasdaq SmallCap Market (or such other national securities exchange or
     automated quotation system on which the Common Stock is then listed or
     quoted) for the 10 consecutive trading days immediately preceding the date
     of conversion.

               (i) Reservation of Stock Issuable Upon Conversion.  The
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     Corporation shall at all times reserve and keep available out of its
     authorized but unissued shares of Common Stock, solely for the purpose of
     effecting the conversion of the shares of the Series G Preferred Stock,
     such number of its shares of Common Stock as shall from time to time be
     sufficient to effect the conversion of all outstanding shares of the Series
     G Preferred Stock.  If at any time the number of authorized but unissued
     shares of Common Stock shall not be sufficient to effect the conversion of
     all then outstanding shares of the Series G Preferred Stock, the
     Corporation will take such corporate action as may, in the opinion of its
     counsel, be necessary to increase its authorized but unissued shares of
     Common Stock to such number of shares as shall be sufficient for such
     purpose.

               (j) Payment of Taxes.  The Corporation will pay all taxes (other
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     than taxes based upon income) and other governmental charges that may be
     imposed with respect to the

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     issue or delivery of shares of Common Stock upon conversion of shares of
     Series G Preferred Stock, excluding any tax or other charge imposed in
     connection with any transfer involved in the issue and delivery of shares
     of Common Stock in a name other than that in which the shares of Series G
     Preferred Stock so converted were registered.

          Section 6.  Notices.
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               Any notice required by the provisions hereof shall be in writing
     and shall be deemed effectively given:  (i) upon personal delivery to the
     party to be notified, (ii) when sent by confirmed telex or facsimile, (iii)
     five (5) days after having been sent by registered or certified mail,
     return receipt requested, postage prepaid, or (iv) one (1) day after
     deposit with a nationally recognized overnight courier, specifying next day
     delivery, with written verification of receipt. All notices shall be
     addressed to the Corporation at its principle office and to each holder of
     record at the address of such holder appearing on the books of the
     Corporation.

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           IN WITNESS WHEREOF, WorldPort Communications, Inc. has caused this
Certificate of Designations, Preferences and Rights to be duly executed by its
President and attested by its Assistant Secretary, this 21st day of July, 2000.

                              WORLDPORT COMMUNICATIONS, INC.


                              By:  /s/ Michael E. Heisley, Sr.
                                 --------------------------------------
                                    Michael E. Heisley, Sr.
                                    President
ATTEST:


 /s/ Donald Featherstone
----------------------------------------
Donald Featherstone, Assistant Secretary

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