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                                                                 Exhibit 10.32.1

[LOGO] MCI WORLDCOM

              FIRST AMENDMENT TO CARRIER GLOBAL SERVICES AGREEMENT

This is the First Amendment to the Carrier Global Services Agreement (this
"Amendment") by and between MCI WORLDCOM Communications, Inc. on behalf of
itself and its U.S.-based affiliates and their respective successors (together,
"MCI WorldCom") and Universal Access, Inc. ("Customer"), and amends that certain
Carrier Global Services Agreement which was signed by Customer on September 24,
1999 and signed by MCI WorldCom on December 14, 1999 (the "CGSA" or "Original
Agreement"). Unless otherwise defined herein, capitalized terms used in this
Amendment will have the same meanings as set forth in the Original Agreement.
Except as otherwise expressly modified or amended herein, all terms and
conditions contained in the Original Agreement will remain in full force and
effect and will not be altered or changed by this Amendment. The Original
Agreement including this Amendment will be referred to as the "Agreement." This
Amendment is binding when signed by Customer and subsequently signed by MCI
WorldCom and once signed by MCI WorldCom the rates, charges, and discounts set
forth herein will be effective the first day of the second (2nd) billing cycle
following Customer's signature date (the "First Amendment Effective Date").

1.    Amendment. The parties hereby agree that the Original Agreement is amended
      as follows:

      (a)   By deleting Section 3 of Schedule One of the Original Agreement in
            its entirety and replacing it as follows:

            3.    Minimum Volume Requirements.

                  3.1   Monthly Minimum. During each Monthly Period of the Term
                        following the expiration of the Ramp Period, Customer's
                        Total Usage Charges under this Agreement must equal or
                        exceed Five Hundred Thousand Dollars ($500,000) (the
                        "Monthly Minimum").

                  3.2   Location Specific Subminimums. During each Monthly
                        Period of the Term following the expiration of the
                        Location Specific Ramp Period, Customer must meet the
                        following location specific volume requirements. Each
                        location specific volume requirement shall contribute to
                        Customer's Monthly Minimum. A "Location Specific Ramp
                        Period" for a specific location shall start on the date
                        that MCI Worldcom notifies Customer by email or other
                        written notice that MCI WorldCom has installed,
                        activated and tested telecommunications facilities
                        consisting of fiber optic cables and communications
                        equipment with a capacity equal to or greater than OC-48
                        at the specific location and shall continue for a period
                        of six (6) months thereafter. Commencing with the First
                        Amendment Effective Date and all times during the
                        Location Specific Ramp Period for each specific
                        location, Customer will receive the rates, discounts,
                        charges and credits set forth herein and will not be
                        subject to any minimum usage requirements.

                        3.2.1 Dallas UTX Subminimum. During each Monthly Period
                              of the Term following the expiration of the
                              Location Specific Ramp Period for the Dallas UTX,
                              Customer's Usage Charges for MCI WorldCom Services
                              provided to customer originating from customer's
                              Universal Transport Exchange, 400 South Akard
                              Street, Dallas, Texas (the "Dallas UTX") must
                              equal or exceed *** (the "Dallas UTX Submission").

                        3.2.2 Los Angeles UTX Subminimum. During each Monthly
                              Period of the Term following the expiration of the
                              Location Specific Ramp Period for the Los Angeles
                              UTX, Customer's Usage Charges for MCI WorldCom
                              Services provided to Customer originating from
                              Customer's Universal transport Exchange, 530 West
                              6th Street, Los Angeles, California (the "Los
                              Angeles UTX") must equal or exceed *** (the "Los
                              Angeles UTX Subminimum").

*** Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect
to the omitted portions.


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                        3.2.3 Miami UTX Subminimum. During each Monthly Period
                              of the Term following the expiration of the
                              Location Specific Ramp Period for the Miami UTX,
                              Customer's Usage Charges for MCI WorldCom Services
                              provided to Customer originating from Customer's
                              Universal Transport Exchange, 200 S.E. First
                              Street, Miami, Florida (the "Miami UTX") must
                              equal or exceed *** (the "Miami UTX Subminimum").

                        3.2.4 New York UTX Subminimum. During each Monthly
                              Period of the Term following the expiration of the
                              Location Specific Ramp Period for the New York
                              UTX, Customer's Usage Charges for MCI WorldCom
                              Services provided to Customer originating from
                              Customer's Universal Transport Exchange, 601 West
                              26th Street, New York, New York (the "New York
                              UTX") must equal or exceed *** (the "New York UTX
                              Subminimum").

                        3.2.5 San Francisco UTX Subminimum. During each Monthly
                              Period of the Term following the expiration of the
                              Location Specific Ramp Period for the San
                              Francisco UTX, Customer's Usage Charges for MCI
                              WorldCom Services provided to Customer originating
                              from Customer's Universal Transport Exchange, 200
                              Paul Avenue, San Francisco, California (the "San
                              Francisco UTX") must equal or exceed *** (the
                              "San Francisco UTX Subminimum").

      (b)   By deleting Section 4 of Schedule One of the Original Agreement in
            its entirety and replacing it as follows:

            4.    Underutilization.

                  4.1   Monthly Minimum. If, in any Monthly Period of the Term
                        after the expiration of the Ramp Period, Customer's
                        Total Usage Charges are less than the Monthly Minimum,
                        then Customer will pay: (1) all accrued but unpaid Usage
                        Charges and other charges incurred by Customer; and (2)
                        an underutilization charge (which Customer hereby agrees
                        is reasonable) equal to the difference between the
                        Monthly Minimum and Customer's Total Usage Charges
                        during such Monthly Period.

                  4.2   Dallas UTX Subminimum. If, in any Monthly Period of the
                        Term after the expiration of the Location Specific Ramp
                        Period for the Dallas UTX, Customer's Usage Charges for
                        MCI WorldCom Services provided to Customer originating
                        and/or terminating at Customer's Dallas UTX are less
                        than the Dallas UTX Subminimum, then Customer will pay:
                        (1) all accrued but unpaid Usage Charges and other
                        charges incurred by Customer; and (2) an
                        underutilization charge (which Customer hereby agrees is
                        reasonable) equal to the difference between the Dallas
                        UTX Subminimum and Customer's total Usage Charges for
                        Services provided to Customer originating and/or
                        terminating at Customer's Dallas UTX during such Monthly
                        Period.

                  4.3   Los Angeles UTX Subminimum. If, in any Monthly Period of
                        the Term after the expiration of the Location Specific
                        Ramp Period for the Los Angeles UTX, Customer's Usage
                        Charges for MCI WorldCom Services provided to Customer
                        originating and/or terminating at Customer's Los Angeles
                        UTX are less than the Los Angeles UTX Subminimum, then
                        Customer will pay: (1) all accrued but unpaid Usage
                        Charges and other charges incurred by Customer; and (2)
                        an underutilization charge (which Customer hereby agrees
                        is reasonable) equal to the difference between the Los
                        Angeles UTX Subminimum and Customer's total Usage
                        Charges for Services provided to Customer originating
                        and/or terminating at Customer's Los Angeles UTX during
                        such Monthly Period.

                  4.4   Miami UTX Subminimum. If, in any Monthly Period of the
                        Term after the expiration of the Location Specific Ramp
                        Period for the Miami UTX, Customer's Usage Charges for
                        MCI WorldCom Services provided to Customer originating
                        and/or terminating at Customer's Miami UTX are less than
                        the Miami UTX Subminimum, then Customer will pay: (1)
                        all accrued but

*** Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect
to the omitted portions.

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                        unpaid Usage Charges and other charges incurred by
                        Customer; and (2) an underutilization charge (which
                        Customer hereby agrees is reasonable) equal to the
                        difference between the Miami UTX Subminimum and
                        Customer's total Usage Charges for Services provided to
                        Customer originating and/or terminating at Customer's
                        Miami UTX during such Monthly Period.

                  4.5   New York UTX Subminimum. If, in any Monthly Period of
                        the Term after the expiration of the Location Specific
                        Ramp Period for the New York UTX, Customer's Usage
                        Charges for MCI WorldCom Services provided to Customer
                        originating and/or terminating at Customer's New York
                        UTX are less than the New York UTX Subminimum, then
                        Customer will pay: (1) all accrued but unpaid Usage
                        Charges and other charges incurred by Customer; and (2)
                        an underutilization charge (which Customer hereby agrees
                        is reasonable) equal to the difference between the New
                        York UTX Subminimum and Customer's total Usage Charges
                        for Services provided to Customer originating and/or
                        terminating at Customer's New York UTX during such
                        Monthly Period.

                  4.5   San Francisco UTX Subminimum. If, in any Monthly Period
                        of the Term after the expiration of the Location
                        Specific Ramp Period for the San Francisco UTX,
                        Customer's Usage Charges for MCI WorldCom Services
                        provided to Customer originating and/or terminating at
                        Customer's San Francisco UTX are less than the New York
                        UTX Subminimum, then Customer will pay: (1) all accrued
                        but unpaid Usage Charges and other charges incurred by
                        Customer; and (2) an underutilization charge (which
                        Customer hereby agrees is reasonable) equal to the
                        difference between the San Francisco UTX Subminimum and
                        Customer's total Usage Charges for Services provided to
                        Customer originating and/or terminating at Customer's
                        San Francisco UTX during such Monthly Period.

      (c)   By deleting Section 6 of Schedule One of the Original Agreement in
            its entirety and replacing it as follows:

            6.    Termination Liability. If (A) Customer terminates this
                  Agreement during the Term for reasons other than (1) to take
                  service under another arrangement with MCI WorldCom having
                  equal or greater term and volume requirements or (2) for
                  "Cause" (as hereinafter defined), or (B) MCI WorldCom
                  terminates this Agreement for "Cause" or in accordance with
                  Section 7.2(f) or (g) of Schedule Two, Customer will pay: (1)
                  all accrued but unpaid Usage Charges and other charges
                  incurred through the date of such termination; (2) an amount
                  (which Customer hereby agrees is reasonable) equal to the
                  greater of (a) fifty percent (50%) of the aggregate of the
                  Monthly Minimum(s) (and fifty percent (50%) of a pro rata
                  portion thereof for any partial Monthly Period) that would
                  have been applicable for the remaining unexpired portion of
                  the Term on the date of such termination OR (b) one hundred
                  percent (100%) of the aggregate of the Location Specific
                  Subminimum(s) (and one hundred percent (100%) of a pro rata
                  portion thereof for any partial Monthly Period) for the
                  remaining unexpired portion of the Term on the date of such
                  termination; (3) any and all credits received by Customer
                  hereunder (unless otherwise specified), in full, without
                  setoff or deduction, AND (4) the aggregate termination charges
                  payable to any third party suppliers, if any, for which MCI
                  WorldCom is or becomes contractually liable in connection with
                  such termination. As used in this Agreement, "Cause" shall
                  mean a failure to perform a material obligation under this
                  Agreement which failure is not remedied within thirty (30)
                  days of the defaulting party's receipt of written notice
                  thereof, given by the terminating party in accordance with
                  Section 12.7 of Schedule Two of this Agreement.

2.    Complete Agreement. The Agreement is the complete agreement of the parties
      and supersedes all other prior agreements and representations concerning
      its subject matter.

3.    Signature Authorization. The parties have duly executed and agreed to be
      bound by this Amendment evidenced by the signatures of their authorized
      representatives below. Each party represents and warrants to the other
      that the signatory identified beneath its name below has full authority
      to execute this Amendment on its behalf.


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One this Amendment has been fully executed, any further amendments to this
Agreement must be in writing and signed by both parties. Customer must sign and
return this Amendment to MCI WorldCom no later than March 31, 2000, and failure
to do so may result in the non-acceptance of this Amendment by MCI WorldCom.

Accepted and agreed:

MCI WORLDCOM Communications, Inc.          Universal Access, Inc.

By     : /s/ Frank Grillo / Bu             By     : /s/ Robert J. Pommer
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Name   : Frank Grillo                      Name   : Robert J. Pommer
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Title  : Vice President, Marketing         Title  : CTO
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Date   : 5-8-00                            Date   : 5/1/00
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