AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT

     This Amendment No. 2 to Registration Rights Agreement (this "Amendment") is
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made  and  entered  into  as  of  the  ___ day of December, 2000, by and between
Telscape  International,  Inc.,  a  Texas  corporation  (the "Company"), and the
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Holders  (as such term is defined in that certain Registration Rights Agreement,
dated  as  of  June  2,  2000,  by  and between the Company and the Holders (the
"Registration  Rights  Agreement").
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     WHEREAS,  the  Company and the Holders entered into the Registration Rights
Agreement;  and

     WHEREAS,  the  Company  and  the  Holders  desire to amend the terms of the
Registration  Rights  Agreement  as  described  herein;

     NOW,  THEREFORE,  in  consideration  of  the  mutual promises, benefits and
covenants herein contained, the Company and the Holders hereby agree as follows:

     1.     Unless  otherwise  defined,  all capitalized terms used herein shall
have  the  meaning  ascribed  to them in the Registration Rights Agreement.  All
references  to  Sections  herein shall be to Sections of the Registration Rights
Agreement.

     2.     The  definition  of  "Exchange Act", currently Section 1.3, shall be
renumbered  Section  1.5.

     3.     The  definition  of  "Holders",  currently  Section  1.5,  shall  be
renumbered  Section  1.6.

     4.     The definition of "Initiating Holders", currently section 1.4, shall
be  renumbered  Section  1.7.

     5.     A  new  Section  1.3  shall  be  added  as  follows:

     "1.3     "Cutback Holders" shall mean the Participating Holders (as defined
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in  Section  2.2(b)  hereof)  and  the  Other  Participating  Holders."

     6.     A  new  Section  1.4  shall  be  added  as  follows:

     "1.4     "Cutback  Securities"  shall  mean  the Registrable Securities, as
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that  term  is  defined  under  this  Agreement,  together  with the Registrable
Securities,  as  that  term  is  defined under those certain Registration Rights
Agreements  by  and  between  the  Company and the Other Participating Holders."


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     7.     The  current  Sections 1.6 through 1.11 shall be renumbered Sections
1.9  through  1.14.

     8.     A  new  Section  1.8  shall  be  added  as  follows:

     "1.8     "Other  Participating  Holders"  shall  mean such holders of those
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warrants  issued  and sold in conjunction with the Company's sale of its Class E
Senior  Convertible  Preferred Stock, Class F Senior Convertible Preferred Stock
and  Class  G  Senior  Preferred  Stock  and  holders  of other of the Company's
securities  with  registration  rights  that  are not senior to the registration
rights  provided  hereunder,  that  are participating in a registration with the
Holders  hereunder.

     9.     Renumbered Section 1.10 shall be amended to add a new Subsection (i)
that  excludes  from  the  definition  of  Registrable  Securities the following
securities  otherwise  held  by  a  Holder:

     "(i)  Registrable  Securities  that  are  the primary subject of a separate
Registration  Rights  Agreement  by  and  between  the Company and such Holder,"

and  to  renumber  the current Subsection (i) as Subsection (ii) and the current
Subsection  (ii)  as  Subsection  (iii).

     10.     The  first  sentence  of Section 2.1(a) shall be amended to read in
its  entirety  as  follows:

     "Subject to the provisions set forth in Article 5, within 90 days after the
date  of the first issuance of the Company's Class G Senior Preferred Stock, par
value $0.001 per share, or, if later, within 90 days following the date on which
the  Company  beomes  eligible  to  use  a Form S-3 (or any successor form), the
Company  shall  file  with  the  Commission  a  registration statement under the
Securities  Act  on  Form  S-3  or  any appropriate form (or any successor form)
pursuant  to  Rule  415  under  the  Securities  Act  covering  the  Registrable
Securities  (the  "Required  Registration")."
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     11.     The  last  two sentences of Section 2.2(b) shall be amended to read
in  their  entirety  as  follows:

     "Notwithstanding  any  other  provision  of this Article 2, if the managing
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underwriter  advises the Participating Holders in writing that marketing factors
require  a  limitation  of  the  number  of  shares to be underwritten, then the
underwriters  may  exclude some or all of the shares requested to be included in
such  underwriting,  and  the number of shares of Cutback Securities that may be
included  in  the underwriting shall be allocated amongst all Cutback Holders in
proportion,  as  nearly  as  practicable,  to  the respective amounts of Cutback
Securities  held  by  such Cutback Holders.  No Cutback Securities excluded from
the  underwriting  by  reason of the managing underwriter's marketing limitation
shall  be  included  in  such  underwriting."


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     12.     The last three sentences of Section 3.2(b) shall be amended to read
in  their  entirety  as  follows:

     "Notwithstanding  any  other  provision  of this Article 3, if the managing
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underwriter  advises  the  Cutback  Holders  in  writing  that marketing factors
require  a  limitation  of  the  number  of  shares to be underwritten, then the
underwriters  may  exclude some or all of the shares requested to be included in
such registration.  The number of shares of Cutback Securities to be included in
the registration and underwriting shall be allocated amongst the Cutback Holders
in  proportion,  as  nearly as practicable, to the respective amounts of Cutback
Securities  held  by such Cutback Holders at the time of filing the registration
statement.  No  Cutback  Securities  excluded from the underwriting by reason of
the  managing  underwriter's  marketing  limitation  shall  be  included in such
registration."

     13.     Section 4.2(a) shall be amended to read in its entirety as follows:

     "(a)     Notwithstanding  any  other  provision  of  this Article 4, if the
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managing  underwriter  determines that marketing factors require a limitation of
the number of shares to be underwritten, the underwriter may exclude some or all
Cutback  Securities  from such registration and underwriting.  The Company shall
so  advise all Holders of Cutback Securities, and the number of shares of Common
Stock  to be included in such registration shall be allocated as follows: first,
for  the  account of the Company, all shares of Common Stock proposed to be sold
by the Company, and second, for the account of any other stockholders (including
the  Cutback  Holders)  of  the  Company participating in such registration, the
number of shares of Common Stock requested to be included in the registration by
such other stockholders (including the Cutback Holders) in proportion, as nearly
as  practicable, to the respective amounts of securities that are proposed to be
offered  and  sold by such other stockholders (including the Cutback Holders) of
such  securities  at  the time of filing the registration statement.  No Cutback
Securities  excluded  from  the  underwriting  by  reason  of  the underwriter's
marketing  limitation  shall  be  included  in  such  registration."


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     IN  WITNESS  WHEREOF, the Company and the undersigned Holders, constituting
Holders of at least a Supermajority of the Registrable Securities outstanding on
the  date  hereof,  have  executed  this  Amendment No. 2 to Registration Rights
Agreement  as  of  the  date  first  above  written.


                                  TELSCAPE  INTERNATIONAL,  INC.


                                  By: _____________________________________
                                  Name: ___________________________________
                                  Title: __________________________________


                                  HOLDERS:

                                  TSG  CAPITAL  FUND  III,  L.P.

                                       By:  TSG  Associates  III,  L.L.C.
                                            General  Partner


                                            By: ___________________________
                                                 Darryl  B.  Thompson
                                                 Executive Vice President


                                  OPPORTUNITY  CAPITAL  PARTNERS  II,  L.P.

                                  By: _____________________________________
                                  Name: ___________________________________
                                  Title: __________________________________


                                  OPPORTUNITY  CAPITAL  PARTNERS  III,  L.P.

                                  By: _____________________________________
                                  Name: ___________________________________
                                  Title: __________________________________


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