UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q

(Mark One)

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Three Months Ended June 30, 1997.

OR

[ ]  Transition  Report  pursuant to Section 13 or 15(d) of the  Securities
     Exchange  Act of 1934  for  the  transition  period  from  ________  to
     ________.


                         Commission file number 0-19998

                               WORLD ACCESS, INC.
             (Exact name of Registrant as specified in its Charter)

            DELAWARE                                65-0044209
    (State of Incorporation)           (I.R.S. Employer Identification No.)

  945 E. Paces Ferry Road, Suite 2240, 
         Atlanta Georgia                              30326
(Address of principal executive offices)            (Zip Code)

                                 (404) 231-2025
                         (Registrant's telephone number)



           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:

                     Common Stock, Par Value $.01 Per Share

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act
of 1934 during the preceding 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 [   ]

    The number of shares outstanding of the Registrant's  common stock, par
value $.01 per share, at August 13, 1997 was 18,712,034.


<PAGE>


PART 1.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements
        

<TABLE>                                        
                                        
World Access, Inc. and Subsidiaries                          
                                        
Consolidated Balance Sheets                             
                                        
<CAPTION>

                                          June 30           December 31
                                            1997                1996
                                       ------------        ------------
                                        (Unaudited)              
<S>                                    <C>                 <C>
ASSETS                          
Current Assets                          
   Cash and investments                $ 21,595,079        $ 22,480,082        
   Accounts receivable                   15,908,764           9,651,884 
   Inventories                           16,752,391          10,657,412    
   Other current assets                   3,272,651           3,533,615      
                                       ------------        ------------
      Total Current Assets               57,528,885          46,322,993    
Property and equipment                    3,534,591           2,657,661     
Intangible assets                        25,116,573           9,526,140     
Technology licenses                         932,387             907,489       
Other assets                              1,924,459           1,321,683     
                                       ------------        ------------
      Total  Assets                    $ 89,036,895        $ 60,735,966    
                                       ============        ============
                                                
LIABILITIES AND STOCKHOLDERS' EQUITY                                    
Current Liabilities                                     
   Short-term debt                     $  4,063,648     $        --- 
   Accounts payable                       6,205,879           3,756,722     
   Income taxes payable                   1,949,975           2,532,755     
   Accrued payroll and benefits           2,034,642           1,605,840     
   CIS purchase price payable             3,500,000              ---         
   Other accrued liabilities                772,716             466,432   
                                       ------------        ------------
      Total Current Liabilities          18,526,860           8,361,749  
Long-term liabilities                       212,939              ---        
                                       ------------        ------------
      Total Liabilities                  18,739,799           8,361,749 
                                       ------------        ------------
                                                        
Stockholders' Equity                                            
   Common stock                             181,598             163,285    
   Capital in excess of par value        69,809,533          58,517,279   
   Note receivable from affiliate            ---               (571,634)   
   Retained earnings                        305,965          (5,734,713)  
                                       ------------        ------------
      Total Stockholders' Equity         70,297,096          52,374,217
                                       ------------        ------------
                                                        
      Total Liabilities and 
      Stockholders' Equity             $ 89,036,895        $ 60,735,966 
                                       ============        ============     


<FN>
The accompanying notes are an integral part of these consolidated financial statements.                         
</FN>
        
                                       1
</TABLE>        


<PAGE>
<TABLE>                               

World Access, Inc. and Subsidiaries                                                                   
                                                                                
Consolidated Statements of Operations                                                                   
                                                                                
(Unaudited)                                                                     
                                                                                
<CAPTION>
                                Quarter  Ended June 30            Six Months Ended June 30                
                             -----------------------------      -----------------------------
                                  1997             1996              1997             1996
                             ------------     ------------      ------------     ------------
<S>                          <C>              <C>               <C>              <C>      
Sales of products            $ 19,444,256     $  7,681,988      $ 34,914,306     $ 16,036,298 
Service revenues                4,571,822        3,880,930         9,353,196        7,919,865 
                             ------------     ------------      ------------     ------------
   Total Sales                 24,016,078       11,562,918        44,267,502       23,956,163 
                                                                                
Cost of products sold          11,525,183        4,596,917        21,494,810       10,811,761 
Cost of services                4,005,782        3,541,134         8,089,263        6,944,275 
                             ------------     ------------      ------------     ------------
   Total Cost of Sales         15,530,965        8,138,051        29,584,073       17,756,036 
                             ------------     ------------      ------------     ------------
   Gross Profit                 8,485,113        3,424,867        14,683,429        6,200,127 
                                                                                 
Engineering and development       428,595          193,403           745,005          369,898 
Selling, general 
 and administrative             2,434,951        1,429,506         4,352,514        2,706,567 
Amortization of goodwill          380,404          111,172           664,535          222,344 
                             ------------     ------------      ------------     ------------
   Operating Income             5,241,163        1,690,786         8,921,375        2,901,318 
                                                                                
Interest and other income         225,091           55,294           592,277          158,085 
Interest expense                  (24,044)        (104,227)          (52,974)        (207,232)
                             ------------     ------------      ------------     ------------
   Income Before Income Taxes   5,442,210        1,641,853         9,460,678        2,852,171 
                                                                               
Income taxes                    2,014,000          224,100         3,420,000          224,100 
                             ------------     ------------      ------------     ------------
   Net Income                $  3,428,210     $  1,417,753      $  6,040,678     $  2,628,071 
                             ============     ============      ============     ============     
                                                                                
Net Income Per Common Share:                                                                    

   Primary                   $        .19     $        .10      $        .33     $        .19
                             ============     ============      ============     ============ 
   Assuming Full Dilution    $        .18     $        .10      $        .33     $        .19
                             ============     ============      ============     ============  
                                                                                
                                                                                
Weighted Average Shares Outstanding:                                                                    

   Primary                     18,407,289       13,691,237        18,075,453       13,656,064 
                             ============     ============      ============     ============     
   Assuming Full Dilution      19,259,596       13,768,455        18,501,607       13,733,282 
                             ============     ============      ============     ============ 
                                                                                


<FN>
The accompanying notes are an integral part of these financial statements.    
</FN>    
                                                                            
                                       2

</TABLE>


<PAGE>
<TABLE>

World Access, Inc. and Subsidiaries                                                                           
                                                                                
Consolidated Statement of Changes in Stockholders' Equity                    

(Unaudited)                                                                             
                                                                                
<CAPTION>                                                                                
           
                                                     Capital in         Note                            
                                          Common      Excess of      Receivable        Retained                
                                          Stock       Par Value    from Affiliate      Earnings          Total
                                       ----------   ------------   --------------   --------------   ------------
<S>                                    <C>          <C>            <C>              <C>              <C>    
Balance at January 1, 1997             $  163,285   $ 58,517,279   $    (571,634)   $  (5,734,713)   $ 52,374,217
                                                                                
Net income                                                                              6,040,678       6,040,678 
                                                                                
Issuance of 1,285,884 shares for                                                                              
  CIS acquisition                          12,859      2,580,215                                        2,593,074
                                                                                 
Release of 304,615 shares from                                                                                
  escrow for CIS acquisition                           3,021,345                                        3,021,345
                                                                                
Release of 159,327 shares from                                                                                 
  escrow for AIT acquisition                             892,231                                          892,231
                                                                                
Issuance of 137,800 shares for                                                                               
  AIT acquisition                           1,378      2,168,622                                        2,170,000
                                                                                
Repayment of loan by affiliate                                           571,634                          571,634
                                                                                
Issuance of  403,033 shares for                                                                                
  stock options and warrants                4,030      1,386,700                                        1,390,730
                                                                                 
Tax benefit from exercises of stock                                                                             
  options and warrants                                 1,200,000                                        1,200,000
                                                                                
Issuance of 4,567 shares for matching                                                                         
  contribution to 401K plan                    46         43,141                                           43,187
                                       ----------   ------------   --------------   --------------   ------------
Balance at June 30, 1997               $  181,598   $ 69,809,533   $     ---        $     305,965    $ 70,297,096 
                                       ==========   ============   ==============   ==============   ============           
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
<FN>                                                                                
The accompanying notes are an integral part of these consolidated financial statements.                                  
</FN>                                                                                
                                       3
                                   

</TABLE>                                        

<PAGE>
      

<TABLE>
                                  
World Access, Inc. and Subsidiaries                                           
                                                
Consolidated Statements of Cash Flows                                           
                                                
(Unaudited)                                             
                                                
<CAPTION>
                                                     Six Months Ended June 30                                
                                                        1997            1996    
                                                   ------------    ------------
<S>                                                <C>             <C>                  
Cash  Flows From Operating Activities:                                          
Net income                                         $  6,040,678    $  2,628,071
Adjustments to reconcile net income 
  to net cash from (used by) 
  operating activities:                                               
     Depreciation and amortization                    1,105,303         623,710
     Provision for inventory reserves                   243,001          84,400
     Provision for bad debts                             68,755          39,300
     Stock contributed to employee benefit plan          43,187          16,975   
     Changes in operating assets and 
       liabilities, net of effects                                               
       from businesses acquired:                                               
          Accounts receivable                        (5,474,956)      1,433,160
          Inventories                                (6,170,980)     (3,442,801)
          Accounts payable                            1,859,535         (35,377)
          Other assets and liabilities                 (345,967)       (465,711)
                                                   ------------    ------------
       Net Cash From (Used By)
       Operating Activities                          (2,631,444)        881,727
                                                   ------------    ------------
                                                
Cash Flows From Investing Activities:                                           
Acquisitions of businesses                           (4,099,852)         86,947
Repayments by (loans to) affiliate, net                 582,500         438,499 
Expenditures for property and equipment              (1,115,745)       (473,124)
Prepaid rent on equipment lease                          13,119           3,907    
Technology licenses                                     (24,898)       (320,539)
                                                   ------------    ------------
       Net Cash Used By Investing Activities         (4,644,876)       (264,310)  
                                                   ------------    ------------
                                                
Cash Flows From  Financing Activities:                                          
Short-term debt borrowings (repayments)               3,509,087      (4,935,220)
Proceeds from exercise of stock
   warrants and options                               2,590,730       4,080,075
Issuance of long-term debt for capital lease            291,500          --- 
Long-term debt repayments                                ---           (200,000)
Debt issue costs                                         ---            (56,546)    
                                                   ------------    ------------
       Net Cash From (Used By) 
       Financing Activities                           6,391,317      (1,111,691)   
                                                   ------------    ------------
                                                
       Decrease in Cash and Equivalents                (885,003)       (494,274)     
       Cash and Equivalents at 
         Beginning of Period                         22,480,082       1,886,819    
                                                   ------------    ------------
       Cash and Equivalents at End of Period       $ 21,595,079    $  1,392,545    
                                                   ============    ============                                               
Supplemental Schedule of Noncash 
  Financing and Investing Activities:                                              
Issuance of common stock for 
  businesses acquired                             $   8,676,650    $  3,404,047    
Reduction in note receivable from 
  affiliate to recognize contingent
  purchase price earned                                 582,500         582,500      
Conversion of accounts receivable to 
  investment in technology license                                      241,919      
                                                
<FN>
The accompanying notes are an integral part of these consolidated financial statements.                                         
</FN>                                                
                                       4

</TABLE>



<PAGE>


                                        World Access, Inc. and Subsidiaries

                                    Notes To Consolidated Financial Statements

                                                   June 30, 1997

NOTE 1.  BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance  with the  instructions  to Form 10-Q.  Accordingly,  the
financial  information  does  not  include  all the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring accruals)  considered necessary for a fair presentation of the results
of the interim  periods  covered have been  included.  For further  information,
refer to the audited consolidated financial statements and footnotes included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1996.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported  amounts of sales and expenses  during the reporting
period. Actual results could differ from those estimates.

     The results of operations  for the three and six months ended June 30, 1997
are not necessarily indicative of the results of the full year.

     Certain  reclassifications  have been made to the prior period's  financial
information to conform with the presentations used in 1997.


NOTE 2.  ACQUISITIONS

CIS Acquisition

     On March 11,  1997,  the  Company  entered  into an  agreement  to  acquire
Cellular  Infrastructure  Supply,  Inc.  ("CIS"),  a Burr Ridge,  Illinois based
provider of new and/or upgraded  equipment and related design,  installation and
technical  support  services  to  cellular,   PCS  and  other  wireless  service
providers.  On March 27, 1997, the  transaction  was completed in its final form
whereby  CIS was merged  with and into CIS  Acquisition  Corp.,  a  wholly-owned
subsidiary of the Company (the  "Merger").  CIS Acquisition  Corp.  subsequently
changed its name to Cellular  Infrastructure Supply, Inc. In connection with the
Merger,  the three stockholders of CIS received $3.5 million in cash and 440,874
restricted  shares of the Company's  common  stock.  These shares had an initial
fair value of approximately $2.6 million.

     In addition to the 440,874 shares noted above, the stockholders of CIS were
issued 845,010  restricted  shares of the Company's  common stock.  These shares
were immediately  placed into escrow,  and along with $6.5 million in additional
purchase price (the  "Additional  Consideration"),  will be released and paid to
the stockholders of CIS contingent upon the realization of predefined  levels of
pre-tax income from CIS's  operations  during three one-year  periods  beginning
January 1, 1997.

<PAGE>

     The shares  placed in escrow  were valued by the Company at par value only,
or $8,450.  Once  conditions  for release  from  escrow have been met,  the fair
market value of the shares as measured at that time,  along with any  Additional
Consideration  earned, will be recorded as additional goodwill and stockholders'
equity, respectively.

     The first measurement  period for purposes of releasing escrowed shares and
paying contingent cash consideration is January 1, 1997 to December 31, 1997. In
reviewing  CIS's pre-tax  income  performance  as of April 30, 1997, the Company
determined  that it was highly  probable  that the  conditions  for  release and
payment for this first period would be met. Accordingly, 304,615 escrowed shares
were  accounted for as if released and  $3,500,000  in contingent  cash payments
were  accounted  for as if paid as of April  30,  1997.  The net  effect of this
accounting was to increase  goodwill and  stockholders'  equity by approximately
$6.5 million at April 30,  1997.  These shares will be released and payment will
be made to the former stockholders of CIS on February 15, 1998.

     The  acquisition of CIS has been accounted for using the purchase method of
accounting.  Accordingly,  the results of CIS's operations have been included in
the  accompanying  consolidated  financial  statements from January 1, 1997, the
effective date of acquisition as defined in the definitive agreement and plan of
merger.  The purchase price was allocated to the assets acquired and liabilities
assumed based on their estimated fair values as of the date of acquisition.  The
excess of purchase price over the fair value of net assets  acquired,  currently
estimated at approximately  $12.5 million,  has been recorded as goodwill and is
being amortized over a 15 year period.

AIT Contingent Purchase Price Earned

     In May 1995, the Company acquired AIT, Inc. ("AIT"),  a provider of new and
used Northern  Telecom  switching  systems,  add-on  frames and related  circuit
boards to the  telecommunications  industry.  As part of the total consideration
paid by the Company,  the sole stockholder of AIT was issued 637,308  restricted
shares of the Company's common stock.  These shares were immediately placed into
escrow,  and along  with  $2,330,000  in  potential  cash  payments,  were to be
released to the sole  stockholder  over a two year  period  ending June 30, 1997
contingent upon the realization of predefined  levels of gross profit from AIT's
operations  during this same period.  To the extent cash  consideration is paid,
the sole stockholder will immediately be required to repay the equivalent amount
of borrowings  outstanding under a promissory note entered into with the Company
in connection with the  acquisition.  Once repaid,  the stockholder  will not be
entitled to reborrow such funds.

     As of June 30, 1997,  the Company has released  477,981  shares from escrow
and paid additional cash consideration of $1,747,500 based on AIT's gross profit
performance.  As of March 31, 1997,  the Company  determined  that it was highly
probable  an  additional  159,327  escrowed  shares  would  be  released  and an
additional  $582,500 would be paid on August 15, 1997.  The sole  stockholder of
AIT also will receive an additional $3.1 million in purchase  price,  payable in
the form of  approximately  137,800  restricted  shares of the Company's  common
stock,  on August 15, 1997 for the  attainment of  predefined  levels of pre-tax
income from AIT's operations during the periods of May 17, 1995 to June 30, 1996
and July 1, 1996 to June 30, 1997. These future payment have been capitalized as
additional  goodwill and stockholders'  equity.  The net effect of the above has
been to increase goodwill and stockholders' equity by approximately $8.0 million
as of June 30, 1997.

<PAGE>

Pro Forma Results of Operations

     On a pro forma,  unaudited basis, as if the acquisition of CIS had occurred
as of January 1, 1996, total sales,  operating income, net income and net income
per  common  share  for the six  months  ended  June 30,  1996  would  have been
approximately $28,432,000, $3,990,000, $3,127,000 and $.22, respectively.

     These  unaudited  pro forma  results  have been  prepared  for  comparative
purposes  only and are not  necessarily  indicative of the results of operations
which would actually have occurred had the CIS acquisition been in effect on the
date indicated.


NOTE 3.  INVENTORIES


Inventories consist of the following:

                                                   June 30         December 31
                                                     1997              1996
                                                ------------      ------------
Telecom systems, frames and circuit boards      $ 10,537,000      $  6,903,000
Electronic components                              3,342,000         2,539,000
Pay telephone parts                                  973,000           494,000
Work in progress                                     946,000           438,000
Other finished goods                                 954,000           283,000
                                                ------------      ------------
                                                $ 16,752,000      $ 10,657,000
                                                ============      ============


NOTE 4.  DEBT

     The  Company  has a $10  million  revolving  line  of  credit  with a large
European  bank. As of June 30, 1997,  the Company had borrowings of $4.0 million
outstanding under the line.

     The bank agreement,  which expires in March 2001, contains standard lending
covenants including financial ratios,  restrictions on dividends and limitations
on additional debt and the disposition of Company assets.
Interest  is paid at the rate of prime plus 1 1/4% or LIBOR plus 2 1/2 %, at the
option of the Company.

<PAGE>

NOTE 5.  EARNINGS PER SHARE

     The  computation  of earnings  per share is based on the  weighted  average
number of outstanding common shares during the period plus, when their effect is
dilutive, common stock equivalents consisting of shares subject to stock options
and  warrants.  A total of 942,000  common  shares held in escrow  from  certain
acquisitions  and a license  agreement  have been excluded from the earnings per
share  calculations for the three and six months ended June 30, 1997 because the
conditions for release of shares from escrow have not been satisfied.

     Effective  December 27, 1997, the Company will adopt Statement of Financial
Accounting  Standards No. 128,  "Earnings per Share." At that time,  the Company
will be required to change the method  currently used to calculate  earnings per
share and to restate all prior  periods.  The new  requirements  will  include a
calculation of basic earnings per share, from which the dilutive effect of stock
options and warrants will be excluded. The basic earnings per share are expected
to reflect an increase of $.02 per share for the three month  periods ended June
30, 1997 and 1996,  and $.03 per share for the six month  periods ended June 30,
1997 and 1996 over the primary earnings per share reported for those periods.

     Common stock issued and  outstanding at June 30, 1997 and December 31, 1996
was 18,159,797 and 16,328,513 shares, respectively.

NOTE 6.  SUBSEQUENT EVENT

Galaxy Acquisition

         On July 29,  1997,  the  Company  entered  into a letter  of  intent to
acquire  Galaxy  Personal  Communications  Services,  Inc.  ("Galaxy"),   for  a
combination of cash and Company common stock. Galaxy, based in Norcross, Georgia
provides system design, implementation, optimization and other value-added radio
engineering  and  consulting  services  to  PCS,  cellular  and  other  wireless
telecommunications service providers. The transaction is subject to, among other
things,  the  satisfactory  completion  by  the  Company  of its  due  diligence
investigation  of Galaxy  and the  preparation  and  execution  of a  definitive
agreement by August 30, 1997.



<PAGE>


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

Overview

         The Company develops,  manufactures,  and markets wireline and wireless
switching,  transport  and access  products  primarily  for the  United  States,
Caribbean  Basin and Latin  American  telecommunications  markets.  The products
offered by the  Company  include  those  manufactured  by the Company as well as
those  manufactured  by  original  equipment   manufacturers.   To  support  and
complement  its product  sales,  the Company also provides its customers  with a
broad range of design, manufacturing,  testing,  installation,  repair and other
value-added services.

     During 1995 and early 1996,  the Company  acquired  three  businesses in an
effort to broaden its line of switching,  transport and access products, enhance
its  product  development   capabilities  and  strengthen  its  technical  base.
Effective  May 1995,  the Company  acquired  AIT Inc.,  ("AIT"),  a full service
provider  of  Northern  Telecom  switching  systems,  add-on  frames and related
circuit   boards.   Effective   October  1995,  the  Company   acquired   Westec
Communications  Inc.,  ("Westec")  a provider of wireless  products and services
primarily to the cable television industry.  Effective January 1996, the Company
acquired  Sunrise  Sierra,  Inc.,  ("Sunrise")  a  manufacturer  of  intelligent
transport and access products.

     In January 1997, the Company acquired Cellular  Infrastructure Supply, Inc.
("CIS"), a provider of equipment and related design,  installation and technical
support  services to cellular,  PCS and other wireless  service  providers.  The
wireless  service  markets served by CIS  complement  the Company's  traditional
telephone service provider and private network operator markets, and is expected
to provide the Company with additional new cross-selling opportunities.

     The Company  realized  significant  improvements in its sales and operating
results during the last two years primarily as a result of the acquisitions. The
Company's  total annual sales  increased by 97.2% in 1995 and 69.2% in 1996 when
compared to 1994 and 1995, respectively. Total sales for the first six months of
1997 increased by 63.7% over the last six months of 1996. As the Company's sales
mix shifted  from a majority of service  revenues in 1994 (81.8% of total sales)
to a majority  of product  sales in the first six months of 1997 (78.9% of total
sales),  the Company's gross profit margin increased from 12.9% in 1994 to 21.1%
in  1995,  29.4% in 1996  and  33.2%  in the  first  six  months  of 1997.  As a
percentage of total sales, the Company's  operating income (loss) before special
charges  increased from (8.5%) in 1994 to 8.3% in 1995,  14.4% in 1996 and 20.2%
in the first six  months  of 1997.  Management  will  continue  to seek  further
improvements in gross profit margin over time as the Company's product offerings
include more internally  developed and acquired products containing  proprietary
technology.

<PAGE>

     Since  January 1, 1995,  the Company  has  significantly  strengthened  its
balance sheet through  improved  operating  results,  a $26.2 million  secondary
public equity  offering,  a private equity offering and stock warrant  exercises
that generated approximately $10 million in new capital, and a new five-year $10
million credit facility.  The Company has used this capital for acquisitions and
to support  the  working  capital  requirements  associated  with the  Company's
growth.  The Company's working capital and  stockholders'  equity have increased
from $2.3 million and $1.2 million,  respectively, at December 31, 1994 to $39.0
million and $70.3 million, respectively, at June 30, 1997.

Results of Operations

         The  following  table sets forth  items in the  Company's  Consolidated
Statements of Operations as a percentage of total revenues:

                                Three Months Ended   Six Months Ended
                                     June 30             June 30
                                ------------------   ----------------
                                  1997     1996       1997     1996
                                -------   --------   -------   ------
Sales of products                 81.0%     66.4%      78.9%    66.9%
Service revenues                  19.0      33.6       21.1     33.1
                                -------   --------   -------   ------
     Total sales                 100.0     100.0      100.0    100.0

Cost of products sold             48.0      39.8       48.5     45.1
Cost of services                  16.7      30.6       18.3     29.0
                                -------   --------   -------   ------
     Total cost of sales          64.7      70.4       66.8     74.1
                                -------   --------   -------   ------
     Gross profit                 35.3      29.6       33.2     25.9

Engineering and development        1.8       1.7        1.7      1.6
Selling, general 
  and administrative              10.1      12.3        9.8     11.3
Amortization of goodwill           1.6       1.0        1.5      0.9
                                -------   --------   -------   ------
     Operating income             21.8      14.6       20.2     12.1

Interest and other income          0.9       0.5        1.3      0.7

Interest expense                   ---      (0.9)      (0.1)    (0.9)
                                -------   --------   -------   ------
    Income before income taxes    22.7      14.2       21.4     11.9

Income taxes                       8.4       1.9        7.8      0.9
                                -------   --------   -------   ------
   Net income                     14.3%     12.3%      13.6%    11.0%
                                =======   ========   =======   ======


<PAGE>


Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996

         Sales. Total sales increased $12,453,000,  or 107.7%, to $24,016,000 in
the second  quarter of 1997 from  $11,563,000 in the second quarter of 1996. The
percentage  of product  sales to total  sales  increased  to 81.0% in the second
quarter of 1997 from 66.4% in the second quarter of 1996.

         Product sales increased  $11,762,000,  or 153.1%, to $19,444,000 in the
second  quarter  of 1997 from  $7,682,000  in the second  quarter  of 1996.  The
increase  related to $10.8 million of cellular  equipment sold by CIS, which was
acquired  effective  January 1, 1997,  an  additional  $1.8 million of switching
products  sold by AIT and  approximately  $500,000 in sales of the Company's new
international  products,  the Compact  Digital  Exchange (TM) switch ("CDX") and
Wireless  Local  Loop-2000(TM)  system  ("WLL-2000").  The second  quarter  1996
product sales included approximately $1.1 million in special one-time sales of a
distributed product.

         Service  revenues  increased  $691,000,  or 17.8%, to $4,572,000 in the
second  quarter  of 1997 from  $3,881,000  in the second  quarter  of 1996.  The
increase  related to an additional  $1.3 million in pay telephone  refurbishment
revenues.  The  increase  was  offset by a decline in  electronic  manufacturing
revenues  resulting from a strategic  decision to begin  utilizing the Company's
manufacturing capacity for new World Access products rather than service outside
contract manufacturing customers.

         Gross  Profit.  Gross  profit  increased  $5,060,000,   or  147.8%,  to
$8,485,000 in the second  quarter of 1997 from  $3,425,000 in the second quarter
of 1996.  Gross profit margin  increased to 35.3% in the second  quarter of 1997
from 29.6% in the second quarter of 1996. The improved performance resulted from
the 107.7%  increase  in total  sales and the  change in sales mix to  products,
which generally carry a higher gross profit margin than service revenues.

     Gross  profit  margin on  products  sold  increased  to 40.7% in the second
quarter of 1997 from 40.2% in the second  quarter of 1996.  The improved  margin
performance  relates to the $10.8  million of cellular and PCS products  sold by
CIS and the sale of the new  international  CDX and WLL-2000.  In addition,  the
second quarter of 1996 included $1.1 million of distributed  product sales which
carry margins substantially lower than the Company's other products

     Gross profit  margin on service  revenues  increased to 12.4% in the second
quarter of 1997 from 8.8% in the  second  quarter of 1996.  The  relatively  low
gross  profit  margin on  service  revenues  in the  second  quarter of 1996 was
primarily  due to losses  experienced  on the  outsourced  circuit  board repair
business.  The Company  implemented  selected pricing  increases and streamlined
operating  systems and procedures  designed to improve its margins on outsourced
repair revenues.

<PAGE>

         Engineering  and  Development.  Engineering  and  development  expenses
increased  $236,000,  or 121.6%,  to $429,000 in the second quarter of 1997 from
$193,000  in  the  second   quarter  of  1996.  The  increase  in  expenses  was
attributable to the formation of a corporate product development function during
the third  quarter  of 1996.  Despite  the  increase  in total  engineering  and
development  expenses,  engineering and development  expenses  increased to only
1.8% of total  sales in the second  quarter of 1997 from 1.7% of total  sales in
the second quarter of 1996.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  increased  $1,005,000,  or 70.3%, to $2,435,000 in the
second  quarter  of 1997 from  $1,430,000  in the second  quarter  of 1996.  The
increase  primarily  related to expenses  associated with the operations of CIS,
which was acquired effective January 1, 1997, and the Company's establishment of
a dedicated  international  sales and  marketing  group and  corporate  business
development function late in the first quarter of 1996. In addition, the Company
recorded  approximately $700,000 of incentive compensation expense in the second
quarter of 1997 as  compared  to a provision  of  approximately  $100,000 in the
second  quarter of 1996.  As a percentage of total sales,  selling,  general and
administrative  expenses  decreased to 10.1% in the second  quarter of 1997 from
12.3% in the second quarter of 1996.

         Amortization of Goodwill.  Amortization of goodwill  increased $269,000
to $380,000 in the second quarter of 1997 from $111,000 in the second quarter of
1996,  as a  result  of  the  goodwill  acquired  in  connection  with  the  CIS
acquisition and contingent purchase price earned by CIS and AIT.

         Operating Income. Operating income increased $3,550,000,  or 210.0%, to
$5,241,000 in the second  quarter of 1997 from  $1,691,000 in the second quarter
of 1996.  Operating  income margin  increased to 21.8% in the second  quarter of
1997 from 14.6% in the second quarter of 1996.

         Interest  and  Other  Income.   Interest  and  other  income  increased
$170,000,  or 307.1%,  in the second  quarter of 1997 from $55,000 in the second
quarter  of  1996  due to  increased  invested  cash  balances  of the  Company,
resulting primarily from proceeds received from a $26.2 million secondary public
equity offering completed in October 1996.

         Interest  Expense.  Interest expense  decreased  $80,000,  or 76.9%, to
$24,000 in the second  quarter of 1997 from  $104,000  in the second  quarter of
1996.  The decrease is due to the reduction in average debt  outstanding  during
the second  quarter of 1997  resulting from the October 1996 repayment of a $3.9
million bank term loan.


Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

         Sales. Total sales increased  $20,312,000,  or 84.8%, to $44,268,000 in
the first six months of 1997 from  $23,956,000  in the first six months of 1996.
The  percentage of product sales to total sales  increased to 78.9% in the first
six months of 1997 from 66.9% in the first six months of 1996.

<PAGE>

         Product sales increased  $18,878,000,  or 117.7%, to $34,914,000 in the
first six months of 1997 from  $16,036,000  in the first six months of 1996. The
increase  related to $16.2 million of cellular  equipment sold by CIS, which was
acquired  effective  January 1, 1997,  an  additional  $7.3 million of switching
products  sold by AIT and  approximately  $500,000 in sales of the Company's new
international  products,  the CDX switch and WLL-2000 system.  Product sales for
the first six  months of 1996  included  approximately  $4.6  million in special
on-time sales of a distributed product.

         Service revenues increased  $1,433,000,  or 18.1%, to $9,353,000 in the
first six months of 1997 from  $7,920,000  in the first six months of 1996.  The
increase  related to an additional  $2.7 million in pay telephone  refurbishment
revenues.  This  increase  was offset by a decline in  electronic  manufacturing
revenues  resulting from a strategic  decision to begin  utilizing the Company's
manufacturing capacity for new World Access products rather than service outside
contract manufacturing customers.

         Gross  Profit.  Gross  profit  increased  $8,483,000,   or  136.8%,  to
$14,683,000  in the first six  months of 1997 from  $6,200,000  in the first six
months of 1996.  Gross profit margin  increased to 33.2% in the first six months
of 1997 from 25.9% in the first six  months of 1996.  The  improved  performance
resulted  from the 84.8%  increase in total sales and the change in sales mix to
products,  which  generally  carry a higher  gross  profit  margin than  service
revenues.

         Gross profit  margin on products  sold  increased to 38.4% in the first
six  months of 1997 from  32.6% in the first six  months of 1996.  The  improved
margin  performance  relates to the $16.2  million of cellular  and PCS products
sold by CIS  and the  sale of the new  international  CDX  switch  and  WLL-2000
system.  In  addition,  the first six months of 1996  included  $4.6  million of
distributed  product  sales which  carry  margins  substantially  lower than the
Company's other products.

         Gross profit margin on service revenues increased to 13.5% in the first
six months of 1997 from 12.3% in the first six months of 1996.  The  improvement
was due to improved  gross  profit  margin on  outsourced  circuit  board repair
revenues.  The Company  implemented  selected pricing  increases and streamlined
operating  systems and procedures  designed to improve its margins on outsourced
repair  revenues.  The improvement on the outsourced  circuit board revenues was
partially  offset by a decline in pay  telephone  refurbishment  profit  margins
related to increased  revenues  with a RBOC which  carried  lower  overall gross
margins than the regular pay telephone refurbishment revenues.

         Engineering  and  Development.  Engineering  and  development  expenses
increased $375,000,  or 101.4%, to $745,000 in the first six months of 1997 from
$370,000  in the  first  six  months  of 1996.  The  increase  in  expenses  was
attributable to the formation of a corporate product development function during
the third  quarter  of 1996.  Despite  the  increase  in total  engineering  and
development  expenses,  engineering and development  expenses  increased to only
1.7% of total  sales in the first six months of 1997 from 1.6% of total sales in
the first six months of 1996.


<PAGE>


         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  increased  $1,646,000,  or 60.8%, to $4,353,000 in the
first six months of 1997 from  $2,707,000  in the first six months of 1996.  The
increase  primarily  related to expenses  associated with the operations of CIS,
which was acquired effective January 1, 1997, and the Company's establishment of
a dedicated  international  sales and  marketing  group and  corporate  business
development function late in the first quarter of 1996. In addition, the Company
recorded  approximately  $900,000 of incentive compensation expense in the first
six months of 1997 as compared to a provision of  approximately  $100,000 in the
first six months of 1996. As a percentage of total sales,  selling,  general and
administrative  expenses  decreased to 9.8% in the first six months of 1997 from
11.3% in the first six months of 1996.

         Amortization of Goodwill.  Amortization of goodwill  increased $443,000
to  $665,000  in the first six  months  of 1997 from  $222,000  in the first six
months of 1996, as a result of the goodwill  acquired in connection with the CIS
acquisition and contingent purchase price earned by CIS and AIT.

         Operating Income. Operating income increased $6,020,000,  or 207.5%, to
$8,921,000  in the first six  months  of 1997 from  $2,901,000  in the first six
months of 1996.  Operating  income  margin  increased  to 20.2% in the first six
months of 1997 from 12.1% in the first six months of 1996.

         Interest  and  Other  Income.   Interest  and  other  income  increased
$434,000,  or 274.7%, in the first six months of 1997 from $158,000 in the first
six months of 1996 due to  increased  invested  cash  balances  of the  Company,
resulting primarily from proceeds received from a $26.2 million secondary public
equity offering completed in October 1996.

         Interest  Expense.  Interest expense decreased  $154,000,  or 74.4%, to
$53,000 in the first six months of 1997 from $207,000 in the first six months of
1996.  The decrease is due to the reduction in average debt  outstanding  during
1997 resulting from the October 1996 repayment of a $3.9 million bank term loan.



Liquidity and Capital Resources

     Cash management is a key element of the Company's operating  philosophy and
future  strategic  plans.  Acquisitions to date have been structured to minimize
the cash element of the  purchase  price and ensure that  appropriate  levels of
cash are  available  to support the  increased  product  development,  marketing
programs and working capital normally  associated with the growth initiatives of
acquired  businesses.  The 1997  Salary  Incentive  Program  discussed  below is
another example of the Company's efforts to effectively manage its cash position
as cash payments  related to certain salary costs are not made until  sufficient
pre-tax profits and accompanying cash flow are generated by the Company.

     In October 1996,  the Company  received net cash proceeds of  approximately
$25.4  million from the sale of 3,487,500  shares of common stock in a secondary
public offering at a price of $8.00 per share. In October 1996, the Company used
approximately  $3.9  million of the net  proceeds to repay all amounts  borrowed
under its bank term loan.  In  consideration  of the  repayment  of the  amounts
borrowed under the term loan, the Company's  primary lender increased the amount
available to the Company under its revolving line of credit from $6.0 million to
$10.0 million.  In March 1997, the Company paid $3.5 million for the acquisition
of CIS. The Company  intends to use the remaining  $18.0 million of net proceeds
from the offering for the acquisition of businesses and technology  licenses and
other  strategic  initiatives  related  to the  growth  and  development  of the
Company's   telecommunications  products  business  and  for  general  corporate
purposes,  including  new product  development,  the  expansion  of domestic and
international sales and marketing efforts and working capital.

<PAGE>

Operating Activities

     Cash used by operating  activities  increased $3,513,000 to $(2,631,000) in
the first  six  months of 1997  from  $882,000  in the first six  months of 1996
primarily as a result of increased accounts receivable and inventory balances at
June 30, 1997.

     Accounts receivable increased $6,257,000,  or 64.8%, to $15,909,000 at June
30,  1997 from  $9,652,000  at December  31,  1996.  The  increase is due to the
acquisition  of CIS and increased  sales activity at the Company,  i.e.,  second
quarter 1997 sales of $24.0 million as compared to fourth  quarter 1996 sales of
$14.6 million.  Average days sales  outstanding at June 30, 1997 were 47 days as
compared to 50 days at December 31, 1996.

     Inventories increased $6,095,000, or 57.2%, to $16,752,000 at June 30, 1997
from  $10,657,000 at December 31, 1996.  This increase is due to the acquisition
of CIS, a planned  build-up of AIT  inventories to support the increased  demand
for its switching  products and inventories  required to support the roll out of
the  Company's new  products,  including  the World Access CDX switch,  WLL-2000
system and the WX-5501 line card.


Investing Activities

     In the first quarter of 1997,  the Company  acquired CIS, a provider of new
and/or upgraded equipment and related design, installation and technical support
services to cellular, PCS and other wireless service providers, for $3.5 million
in cash and 440,874  restricted  shares of the  Company's  common  stock.  These
shares had an initial fair value of approximately $2.5 million.

     In addition to the 440,874 shares noted above, the stockholders of CIS were
issued 845,010  restricted  shares of the Company's  common stock.  These shares
were immediately  placed into escrow,  and along with $6.5 million in additional
purchase price (the  "Additional  Consideration"),  will be released and paid to
the stockholders of CIS contingent upon the realization of predefined  levels of
pre-tax income from CIS's  operations  during three one-year  periods  beginning
January 1, 1997.

     The first measurement  period for purposes of releasing escrowed shares and
paying contingent cash consideration is January 1, 1997 to December 31, 1997. In
reviewing  CIS's pre-tax  income  performance  as of April 30, 1997, the Company
determined  that it was highly  probable  that the  conditions  for  release and
payment for this first period would be met. Accordingly, 304,615 escrowed shares
were  accounted for as if released and  $3,500,000  in contingent  cash payments
were  accounted  for as if paid as of April  30,  1997.  The net  effect of this
accounting was to increase  goodwill and  stockholders'  equity by approximately
$6.5 million at April 30,  1997.  These shares will be released and payment will
be made to the former stockholders of CIS on February 15, 1998.

<PAGE>

     Prior to the acquisition of CIS, the Company  completed the acquisitions of
AIT, Westec and Sunrise. These four acquisitions bring new wireline and wireless
switching, transport and access products and technology into the Company. All of
the  acquisitions  were  relatively  similar  in  structure  in that the  former
owner(s) received initial  consideration  consisting of a combination of Company
common stock and cash,  as well as contingent  consideration  tied to the future
profitability  of  the  ongoing   business.   The  majority  of  the  contingent
consideration  may be paid, at the option of the Company,  in the form of common
stock valued at its  then-current  market price.  At the time it becomes  highly
probable that contingent  consideration  will be earned, it will be measured and
recorded on the Company's balance sheet as additional goodwill and stockholder's
equity.

     Through June 30, 1997, the Company has paid  approximately  $6.0 million in
cash  consideration  in  connection  with  the  four   acquisitions,   including
$1,747,500  in  contingent  consideration  paid  to the  previous  owner  of AIT
($582,500 in February 1997) as a result of AIT's gross profit performance during
1995 and 1996.  The impact of these  payments on the Company's cash position has
been  partially  offset by the  addition of $805,000 in cash owned by Sunrise on
its effective date of acquisition.

     In July 1995, the Company  loaned the sole  stockholder of AIT $1.3 million
in cash in  connection  with a secured  promissory  note executed as an integral
part of the  acquisition  of AIT. An  additional  $1.0 million was loaned to the
stockholder as specific fully reserved accounts receivable, notes receivable and
inventories  on AIT's May 17, 1995 balance  sheet were  collected or realized by
the  Company in 1995 and 1996.  As of June 30,  1997,  the Company had loaned an
aggregate of  $2,319,000  to such  stockholder.  All amounts  borrowed have been
effectively repaid to the Company through contingent consideration earned.

     During the first six months of 1997,  the Company  invested  $1,116,000  in
capital  expenditures,  primarily  for new  manufacturing  and  test  equipment,
computer network and related  communications  equipment  designed to upgrade the
Company's  management  information systems and facilitate the integration of new
acquisitions,  and  facility  improvements  required  in  connection  with AIT's
growth.


Financing Activities

     As of June 30, 1997,  there was $4.0 million  outstanding  on the Company's
line of credit. In early July 1997, the Company repaid these borrowings in full.

         During  the  first  six  months  of  1997,  the  Company  has  received
approximately  $2.6 million in proceeds,  including  the related tax benefits of
approximately  $1.2  million,  from the  exercises  of  previously  issued stock
options and warrants by the Company's directors and employees.


<PAGE>


Income Taxes

     As of December 31, 1996, the Company had approximately  $4.0 million in tax
net  operating  loss  carryforwards  available to reduce future  taxable  income
through the year 2010. In addition,  the Company has capital loss  carryforwards
of  approximately  $1.2 million expiring in 1998. Due to the exercise of certain
stock  options and warrants  and the  issuance of common  stock  relating to the
acquisitions,  it has been assumed  that the Company has  undergone an ownership
change under Internal Revenue Service  regulations  which would limit the annual
utilization  of net  operating  loss  carryforwards.  The annual  limitation  is
estimated to be approximately $4.4 million.

         As a  result  of the  exercises  of  non-qualified  stock  options  and
warrants by the Company's  directors and  employees,  the Company has realized a
tax benefit of approximately  $1.2 million as of June 30, 1997. This tax benefit
results in a decrease in current income taxes payable and an increase in capital
in excess of par value.

Salary Incentive Program

     In December  1996,  the Company  implemented a voluntary  salary  reduction
program  designed to improve the Company's cash flow during 1997,  further align
the objectives of the Company's  management and salaried employees with those of
the Company's  stockholders and potentially provide the Company with significant
future tax deductions. Under the program, 72 exempt salaried employees agreed to
forego $826,038 of their 1997 compensation in exchange for 413,019 non-qualified
options to purchase shares of the Company's common stock at $8.00 per share, its
then-current market value (i.e., one stock option for every $2 of compensation).
The vesting is tied to the Company meeting  specific  operational  objectives in
1996,  including the Company achieving  pre-defined  levels of sales growth, ISO
9002 certification, specific cash management objectives and upgraded information
systems   that  will   support   accelerated   growth  and   improve   corporate
communications.

     Under the 1997 program,  employees could  participate to a maximum level of
50% of  their  1997  salaries.  The  Company's  Chairman,  President  and  Chief
Financial Officer each elected to forego 50% of their salary under this program.
This program  also  provides  that if certain  levels of pre-tax  income  before
special  charges are achieved for 1997, a partial or full  repayment of salaries
will be made.  Full  repayment is based on the Company  realizing $13 million of
pre-tax  income during 1997, a $5.5 million or  approximately  75% increase over
1996 actual pre-tax income. Compensation expense related to this program will be
recorded in 1997 when it becomes highly probable a repayment will be earned.  In
connection with the Company's pre-tax income performance in the first six months
of 1997,  a  $410,000  expense  was  recorded  for the pro rata  portion  of the
potential  repayment of 1997 salaries under this program.  The related liability
is included  in Accrued  Payroll and  Benefits  on the  Company's  June 30, 1997
balance sheet.


<PAGE>



Summary

     The  Company's  improved  operating   performance  and  completion  of  the
secondary  public  equity  offering has  significantly  enhanced  its  financial
strength and improved its liquidity.  As of the date of this Report, the Company
has no bank debt, in excess of $15.0 million of cash and a $10 million revolving
line of credit  available.  Management  believes that the Company has sufficient
financial  resources to support its working  capital  requirements  and business
plans for at least the next 12 months.



Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         Not Applicable


<PAGE>


PART II. OTHER INFORMATION


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

         The 1997 Annual Meeting of the  stockholders of World Access,  Inc. was
held on June 10,1997 at the Company's  headquarters in Atlanta,  Georgia.  There
were  17,662,232  shares of Common Stock issued and  outstanding and entitled to
vote at the meeting,  of which 14,951,885 were present in person or by proxy. At
the meeting, the following matters were voted on:

                                                      Voting Results
                                         ------------  -----------  ------------
                                             For         Against      Withheld
Election of directors:
Steven A. Odom                            14,946,439                     5,446  
Stephen J. Clearman                       14,946,439                     5,446
William P. O'Reilly                       14,946,439                     5,446
John D. Phillips                          14,876,239                    75,646
Stephen E. Raville                        14,946,439                     5,446
Hensley E. West                           14,946,439                     5,446

To approve an amendment to the 
Company's Restated Certificate 
of Incorporation to provide for 
the classification of the Board
of Directors and related matters.          9,714,481    1,282,365    3,955,039

To approve an amendment to the 
Company's Restated Certificate of 
Incorporation to prohibit stockholder 
action by written consent.                 9,613,088    1,374,160    3,964,637

To approve an amendment to the 
Company's Restated Certificate of 
Incorporation to increase  the  
authorized capital of the Company,  
authorize a new class of
preferred stock and eliminate
the Class B Common Stock.                  9,696,036    1,295,060    3,960,789

To approve an amendment to the 
1991 Stock Option Plan to increase 
the number of options under such 
plan from 2,500,000 to 3,500,000.          9,650,711    1,338,920    3,962,254

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

27.1     Financial Data Schedule

<PAGE>

(b)  Report on Form 8-K

         On March 27,  1997 the Company  filed a Report on Form 8-K,  announcing
the acquisition of Cellular  Infrastructure Supply, Inc., a Burr Ridge, Illinois
based  provider  based  provider of new and/or  upgraded  equipment  and related
design,  installation and technical support services to cellular,  PCS and other
wireless service providers.  On June 9, 1997, this Report was amended to include
the financial  statements of CIS and the pro forma  financial  statements of the
Company.







                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                               WORLD ACCESS, INC.

                                               By:   /s/ Mark A. Gergel
                                                  ------------------------------
                                                     Mark A. Gergel
                                                     Executive Vice President
                                                     and Chief Financial Officer


Dated:  August 13, 1997