CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                                        OF
                       SERIES B 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:

       1.   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 March 3, 1998, 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 B 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
       the series of Preferred Stock established hereby shall be designated
       "Series B Convertible Preferred Stock" (such shares being hereafter
       called the "Series B Preferred Stock"), and the number of shares
       constituting such series shall be 3,000,000 which shares shall have a
       par value of $0.0001 per share and a stated value of $5.36 per share
       (the "Stated Value").  The Series B Preferred Stock shall rank on a
       parity with the shares of Series A 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.  

                 (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 other 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 B 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 B Preferred Dividends") to the holders of
            shares of the Series B Preferred Stock.  Notwithstanding anything
            to the contrary contained 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 B Preferred Dividends shall be paid in cash on or
            prior to the date dividends are paid on the corporation's Common
            Stock (the "Dividend Payment Date").  The Series B Preferred
            Dividends are not cumulative and no interest shall accrue with
            respect to the Series B Preferred Stock.

                 (c)  Series B 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 B Dividend Payment Date.

                 (d)  No Series B 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 or any other series of stock ranking on a parity
            with the Series B Preferred Stock as to dividends (collectively,
            "Parity Stock").  

                 Section 3.  Voting Rights.  

                 (a)  Each holder of record of Series B 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 B Preferred Stock shall be entitled to that forty
            (40) votes per share of Series B Preferred Stock.

                 (b)  At all times during which at least 1,000,000 shares of
            Series B Preferred Stock are outstanding, the corporation will not,
            without the approval of holders of at least a majority of the
            shares of Series B 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 B Preferred Stock, or any
            obligation or security convertible into or evidencing the right to
            purchase any securities senior to the Series B 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 B Preferred Stock in a manner adverse to the holders
            thereof; or (C) alter, amend or modify this Section 3.

                 Section 4.  Liquidation, Dissolution or Winding Up.  

                 (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 B Preferred Stock shall be
            entitled to be paid out of the assets of the Corporation an amount
            per share of Series B Preferred Stock equal to the sum of $5.36
            plus all declared but unpaid Series B Preferred Dividends (the
            "Liquidation Preference").  After the payment of the full
            Liquidation Preference, the holders of the Series B 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 B Preferred Stock, the
            holders of Series B Preferred Stock shall share ratably in any such
            distribution with all holders of Series A Preferred Stock or shares
            of other preferred stock ranking on a parity with the shares of
            Series B Preferred Stock as to the distribution of assets, 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.

                 (a)  Optional Conversion.  Subject to and in compliance with
            the provisions of this Section 5, any shares of Series B 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 B Preferred Stock desires
            to convert its Series B Preferred Stock into shares of Common
            Stock, such holder shall surrender the certificate of certificates
            therefor, duly endorsed, at the office of the Corporation or any
            transfer agent for the Series B 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 B 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 B Preferred
            Dividends on the shares of Series B 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 B 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.

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

                 (c)  Conversion Rate.  The number of shares of Common Stock to
            which a holder of Series B Preferred Stock shall be entitled upon
            conversion (whether optional or mandatory) shall be the product
            obtained by multiplying the "Series B Preferred Stock Conversion
            Rate" then in effect (determined as provided in Section 5(d)) by
            the number of shares of Series B Preferred Stock being converted. 
            The conversion rate in effect at any time for conversion of the
            Series B Preferred Stock (the "Series B Preferred Stock Conversion
            Rate") shall be the quotient obtained by dividing $5.36 by the
            "Series B Preferred Stock Conversion Price." 

                 (d)  Conversion Price.  The conversion price (the "Series B
            Preferred Stock Conversion Price") for the Series B Preferred Stock
            shall initially be $1.34.  The Series B Preferred Stock Conversion
            Price shall be adjusted from time to time in accordance with this
            Section 5.  All references to the Series B Preferred Stock
            Conversion Price herein shall mean the such conversion price as so
            adjusted from time to time.

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

                 (f)  Adjustments for Stock Splits and Dividends.  In the event
            the Corporation shall, at any time or from time to time while any
            of the shares of Series B 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 B Preferred Stock Conversion Price in effect immediately
            prior thereto shall be adjusted by multiplying the Series B
            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.

                 (g)  Adjustments for Merger, etc.  If there shall occur a
            merger 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 B 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 B Preferred
            Stock would have owned immediately after such merger,
            consolidation, sale or share exchange if such shares of Series B
            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 B 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 B 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
            shall be issued upon conversion of Series B Preferred Stock.  All
            shares of Common Stock (including fractions thereof) issuable upon
            conversion of more than one share of Series B 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 (as determined by the Board) on the date
            of conversion.

                 (i)  Reservation of Stock Issuable Upon Conversion.  The
            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 B
            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 B 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 B 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 than taxes based upon income) and other governmental charges
            that may be imposed with respect to the issue or delivery of shares
            of Common Stock upon conversion of shares of Series B 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 B
            Preferred Stock so converted were registered.


                 Section 7.  Notices.  

                 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.


                                       * * *

            IN WITNESS WHEREOF, WorldPort Communications, Inc. has caused this
  Certificate of Designations, Preferences and Rights to be duly executed by
  its Chairman and Chief Executive Officer and attested by its Secretary, this
  ___ day of March, 1998.



                                WORLDPORT COMMUNICATIONS, INC.



                                By:                                             
              
                                     Paul A. Moore 
                                     Chairman and Chief Executive Officer

  ATTEST:


                                              
  Phillip S. Magiera, Secretary