SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark  One)

/X/      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE  ACT  OF  1934

For  the  fiscal  year  ended  DECEMBER  31,  1997

/ /      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 0-25194

                    INTERAMERICAS COMMUNICATIONS CORPORATION
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

              Texas                                      87-0464860
  ------------------------------------         --------------------------------

     (State or other jurisdiction of            (IRS Employer Identification
      incorporation  or  organization               Number)

            2600 Douglas Road #501, Coral Gables, Florida       33134
--------------------------------------------------------------------------------
           (Address of Principal Executive Offices)         (Zip Code)

                    Issuer's telephone number: (305) 448-4422

           Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of Each Exchange
        Title of Each Class                           on Which Registered
        -------------------                           -------------------

                    None                                None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, par value $.001
                                (Title of class)

                  Check  whether  the   issuer  (1) filed all  reports  required
to  be  filed    by  Section  13 or 15(d) of the Exchange Act during the past 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  / /


<PAGE>

                 Check  if    there  is no disclosure  of  delinquent  filers in
response  to  Item  405  of  Regulation  S-B  contained  in  this  form,  and no
disclosure  will be contained,  to the best of  registrant's  knowledge,  in the
definitive  proxy  or information  statements  incorporated by reference in Part
III  of  this  Form  10-KSB or any amendment to this Form 10-KSB. Yes / / No /X/

                  The Registrant's revenues for the year ended December 31, 1997
were  $1,130,000.

                  The  aggregate  market  value  at  February  25,  1998  of the
Registrant's  shares  of  Common  Stock, $.001 par value (based upon the closing
price of $2.31 per  share of such  shares on the  Nasdaq SmallCap Market),  held
by  non-affiliates  of the Registrant was approximately $42,121,233.  Solely for
the purposes of this  calculation,  shares  held by  directors  and  officers of
the  Registrant    have    been    excluded.   Such  exclusion   should  not  be
deemed    a  determination    or  an  admission  by  the  Registrant  that  such
individuals    are,  in  fact,  affiliates  of  the  Registrant.

                  At  February  25,  1998,  there  were  outstanding  19,084,300
shares  of  the  Registrant's  Common  Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

                  Certain   portions  of  the   Registrant's   definitive  proxy
statement  for  the  Annual  Meeting of Stockholders scheduled to be held in May
1998  are  incorporated  by  reference in Items 9 through 13 of Part III of this
Annual  Report  on  Form  10-KSB.    Certain exhibits listed in Part III of this
Annual  Report  on  Form 10-KSB are incorporated by reference from prior filings
made  by  the  Registrant  under the Securities Act of 1933, as amended, and the
Securities  Exchange  Act  of  1934,  as  amended.

                   Transitional  Small  Business  Disclosure Format (check one):
Yes  / /  No  /X/

<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS



                                                                           PAGE
<S>       <C>                                                              <C>
PART I

Item 1    Description of Business . . . . . . . . . . . . . . . . . . . .     1

Item 2    Description of Property . . . . . . . . . . . . . . . . . . . .    23

Item 3    Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .    24

Item 4    Submission of Matters to a Vote of Security Holders . . . . . .    24


PART II

Item 5    Market for Common Equity and Related Stockholder Matters. . . .    24

Item 6    Management's Discussion and Analysis
          Of Financial Condition and Results of Operations. . . . . . . .    25

Item 7    Financial Statements. . . . . . . . . . . . . . . . . . . . . .    32

Item 8    Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure. . . . . . . . . . . . . . . . . . . .    47

PART III

Item 9    Directors, Executive Officers, Promoters and Control Persons;
          Compliance With Section 16(a) of the Exchange Act . . . . . . .     *

Item 10   Executive Compensation. . . . . . . . . . . . . . . . . . . . .     *

Item 11   Security Ownership of Certain Beneficial Owners and Management.     *

Item 12   Certain Relationships and Related Party Transactions. . . . . .     *

Item 13   Exhibits, Financial Statement Schedules and Reports on Form 8-K     *
<FN>
*        The information required by this item is incorporated by reference from
the  Company's definitive Proxy Statement for the Annual Meeting of Stockholders
scheduled  to  be  held  in  May  1998.
</TABLE>

<PAGE>
                                     PART I

     This  Annual  Report  on  Form  10-KSB  of  InterAmericas  Communications
Corporation  (the  "Company") contains certain forward-looking statements within
the  meaning  of  the  securities  laws  that  are  subject  to  many  risks and
uncertainties.    All  statements  regarding the Company's and its subsidiaries'
expected  financial  position,  business and financing plans are forward-looking
statements.    Although  the Company believes that the expectations reflected in
such  forward-looking  statements are reasonable, there can be no assurance that
such expectations will prove to have been correct.  Important factors that could
cause  actual  results  to differ materially from such expectations ("Cautionary
Statements")  are  disclosed  in this report, including, without limitation, the
information under "Management Discussion and Analysis of Financial Condition and
Results  of Operations" and "Business."  All such forward-looking statements are
expressly  qualified  in  their  entirety  by  the  Cautionary  Statements.  See
"Glossary  of  Defined Terms," for definitions of certain technical and industry
terms  used  herein.


ITEM  1.    DESCRIPTION  OF  BUSINESS

OVERVIEW

     The  Company  is  a  new  provider  of  high  bandwidth  integrated
telecommunications  services  to  high volume users in Santiago, Chile and Lima,
Peru,  including  business  customers and other telecommunications carriers. The
Company  believes  that the size, expected growth and increasing deregulation of
the telecommunications industry in Latin America offers the Company considerable
opportunities  to  broaden  its  existing  service  offerings  and to expand its
recently  commenced  operations  into  additional  key  Latin  American business
centers.

     Prior to November 1996, the Company operated as a development stage company
whose activities primarily consisted of the acquisition of licenses, concessions
and  rights-of  way in certain key Latin American markets. Beginning in November
1996,  with  the hiring of a new management team, the Company has focused on the
development  and  operation  of high capacity fiber optic networks in Lima, Peru
and  Santiago,  Chile.

     In  May 1996, the Company acquired an operating company in Lima, Peru which
holds  one  of  only two local concessions that compete with Telefonica del Peru
S.A.  ("Telefonica")  to provide local private line voice and data services. The
Company intends to expand its existing service offerings to provide local public
switched  telephony  upon  the  planned  1999  liberalization  of  Peru's
telecommunications  markets.  The Company also intends to apply for a concession
to  provide  public  switched  long distance services as regulation permits. The
Company currently offers high speed data transmission services on a private line
basis, including area network interconnection, remote terminal access, dedicated
channels  for access to the Internet and voice services on a private line basis.
The Company's services are provided through its 90 kilometer digital fiber optic
network  in Lima, Peru, which the Company intends to expand to approximately 230
kilometers by the end of 1998. When completed, the Company's fiber optic network
will extend throughout the major commercial and industrial districts of Lima and
the  port  city  of  Callao  (combined  population  of 7.5 million). The Company
believes that its planned fiber optic network expansion and early implementation
of  private  line  and value-added services prior to the scheduled expiration of
Telefonica's  exclusive  concession  for public switched local and long distance
services  in July 1999 will enable the Company to develop a strong customer base
and  network  presence.

     In  Chile, the Company currently holds concessions to provide (i) voice and
data  transmission services and value-added services on a private line basis and
(ii)  public  switched  domestic  and  international long distance services. The
Company  also maintains a concession to own and operate satellite earth stations
throughout  Chile  and  plans  to apply for a concession to provide local public
switched  telephony services in Santiago. The Company currently provides similar
services  to  those  offered  in Peru, as well as (i) private line remote analog
digital  telephone  access  and  digital  links for PBX to PBX connections, (ii)
local  and  wide  area  network  design  and  engineering  and  (iii)  systems
installation,  integration  and  support  services.  The  Company's services are
provided  through  its 120 kilometer digital fiber optic network which currently
extends  through  most of Santiago's downtown business district and the outlying
industrial  park  and  airport  corridors.  With  the  completion  of  last mile
connections  to  its  existing  network  and  approval  of  a  local  telephony
concession,  the  Company believes that it will be able to substantially broaden
its  product  and  service  offerings and significantly increase its revenues in
Chile.

     In  December  1997,  the  Company  acquired  FirstCom  Long  Distance, S.A.
("FirstCom  Long  Distance"), formerly Iusatel Chile, S.A., an operating company
in  Santiago,  Chile,  which  provides  domestic and international long distance
services.    FirstCom  Long  Distance's  long  distance  traffic is switched and
transported,  in  part,  through  its  own  gateway  switch  and satellite earth
station,  as  well  as through interconnections with other Chilean long distance
carriers.    The Company believes that the acquisition of FirstCom Long Distance
will  enable  the Company to: (i) provide long distance services to its existing
corporate  customers; (ii) bundle a variety of service offerings, including long
distance  and  data  services, to attract additional customers; and (iii) access
the  approximately  $178.2  million  Chilean international long distance market.

    Local  and  long  distance  telecommunications  revenues  in  Peru  were
approximately $885.5 million in 1996 and are estimated by Pyramid Research, Inc.
("Pyramid")  to  increase  to  approximately  $1.9  billion  in  the  year 2000,
representing  a  compound  annual  growth  rate  of 21%. Local and long distance
telecommunications revenues in Chile were approximately $1.1 billion in 1996 and
are  estimated  by  the Pyramid to increase to approximately $2.2 billion in the
year  2000,  representing  a  compound  annual  growth  rate  of  16%.

     Upon  completion of its anticipated upgrades, all of the Company's existing
and  planned  fiber  optic networks will employ ATM transmission technology with
centralized network monitoring control and maintenance. The Company believes its
networks  allow it to provide its customers with uniform, reliable, high quality
services  which are competitive with or exceed those services provided by former
PTTs  and  other  carriers  in  the  markets  in  which  it  operates.

     While  the  Company  only  recently  commenced  its current operations, the
Company's  customers  already  include,  among  others,  Xerox  de  Chile  S.A.,
Autorentas  del  Pacifico (Hertz) Ltda, and Nike de Chile S.A. in Chile and Sony
Music  Entertainment  Peru S.A., Banco Interbank del Peru S.A. ("Interbank") and
one  ISP  in  Peru. Upon completion of its networks, the Company will be able to
market  aggressively  its service offerings to additional business customers and
other  telecommunications  carriers.  The  Company  also believes that dedicated
access to ISPs will represent a significant source of new customer relationships
in  both  Chile and Peru because of the anticipated rapid increase in the number
of  Internet  users  throughout  Latin  America.

BUSINESS  STRATEGY

     The  Company's  goal  is  to  become  a  leading provider of high bandwidth
telecommunications services to business and other high volume users and carriers
operating in key Latin American business centers. The Company follows a regional
business  strategy in Latin America as set forth below. The Company has modified
this  strategy  to adapt to the specific economic and regulatory environments of
each market in which the Company operates. See "-- Business and Services -- Peru
-  Country  Strategy"  and  "--  Chile  -  Country  Strategy."

  Focus  on  Key  Markets  in  Latin  America

     The  Company  believes  that  the  size  and  growth potential of key Latin
American  business  centers  coupled  with  the  ongoing  liberalization  of the
telecommunications  markets throughout the region offer the Company considerable
growth  opportunities. The Company intends to build upon its existing operations
and  expertise  and  to  leverage  its  existing  customer base by expanding the
geographic  reach  and  density  of its existing networks as well as by entering
additional key Latin American business centers that have (i) a significant level
of  unsatisfied  demand  for  high  quality, state-of-the art telecommunications
services,  (ii)  a  favorable  regulatory  environment  and  (iii)  significant
projected  economic  growth.

  Enter  Markets  Early

     The  Company seeks to enter markets where it can construct or acquire fiber
optic  networks  and offer telecommunications services in advance of full market
liberalization.  The Company has already implemented this strategy in Lima, Peru
where  it is one of the first companies to have established a telecommunications
system  prior  to  the  scheduled  liberalization  of  Peru's telecommunications
markets  in  July 1999, at which time the exclusivity provisions of Telefonica's
concession  will expire and the local and long distance markets are scheduled to
be  opened  to competition by new entrants. The Company believes that this early
entry  into the Lima market will enable the Company to establish strong business
relationships  with  its  targeted  customers  prior  to  onset  of  widespread
competition.

  Provide  a  Broad  Range  of  High  Quality  Telecommunications  Services

     The  Company  intends  to  follow  the strategy implemented by CLECs in the
United  States  of installing advanced equipment into their existing fiber optic
networks  that  enable  interconnections  with  existing public networks and the
provision  of  switched  telephone  services. As regulation permits, the Company
will  seek  to  secure a growing portion of its customers' existing and targeted
telecommunications  business  by adding local, long distance, enhanced voice and
data  services  to  the  private  line services it currently offers. The Company
believes  its customers require maximum reliability, high quality service, broad
geographic  coverage,  strong customer service and the opportune introduction of
innovative services delivered in a timely and cost-effective manner. The Company
believes  that  these  needs  are  often left unmet by the former PTT in markets
where  the  Company  currently  operates.

  Target  Business  Customers  and  Telecommunications  Carriers

     The  Company's  strategy  is  to  target  business  customers  and
telecommunications  carriers  in  key  Latin  American  business  centers. These
customers  are  typically  located  in  major  metropolitan  areas, require high
reliability,  high  volume  data transmission and voice capabilities and, in the
case  of  telecommunications carriers, very large capacity to interconnect POPs.
In  addition,  many  of  the  Company's  existing  and  targeted  customers have
operations  in  more  than  one  key Latin American business center in which the
Company  currently  operates  or may operate in the future. The Company believes
that by leveraging its customer base it will achieve operating synergies through
the  reduction  of  advertising  and  other  related  costs.

  Growth  Through  Acquisitions  and  New  Licenses

     The  Company  expects  to  opportunistically  enter  additional  key  Latin
American business centers in part by acquiring controlling interests in existing
companies  that  have  licenses,  concessions  and  rights-of-way to install and
operate  fiber  optic  networks or by applying for such licenses and concessions
and  negotiating  for  such rights-of-way directly. The Company may also acquire
other telecommunications service providers in existing and targeted markets that
enable  the  Company  to  expand  or enhance its current operations. The Company
believes that many emerging local and long distance carriers, cellular providers
and  recently  privatized  PTTs  are  likely to seek alliances with local access
providers  with  fiber  optic  systems,  such  as  the  Company, to compete more
effectively  in  the  growing  telecommunications  markets.

  Growth  Through  Strategic  Alliances

     The  Company  intends  to  establish strategic alliances with the following
entities  for the following purposes: (i) to engage major international carriers
to  facilitate the termination or completion of dedicated international calls to
or  from  the countries where carriers' customers operate and (ii) to enter into
joint  bids with local turnkey integrators and equipment vendors for the sale of
value-added  services,  such  as  video-conferencing, Internet, frame relay, ATM
networks,  LAN  to  LAN  interconnections,  PBX  and private telephone networks.

  Unify  Marketing  Identity

     The  Company  intends  to conduct its business under a single brand name in
the  markets  in which it operates to develop name recognition for its services.
In  this  regard,  the  Company  has  filed  an application to register the name
"FirstCom"  in Chile, Peru and the United States.  The Company believes that the
use  of  a  recognized brand name will facilitate customer referrals and achieve
economies  of  scale  through  a  unified  marketing  campaign.

SENIOR  NOTE  OFFERING

     On  October  27,  1997, the Company consummated a senior note offering (the
"Senior Note Offering") of 150,000 units (the "Units") pursuant to Rule 144A and
Regulation  S  under  the  Securities  Act  of 1933, as amended (the "Securities
Act"), consisting of (i) $150.0 million aggregate principal amount of 14% Senior
Notes  ("Senior  Notes")  due  October  27,  2007  and  (ii)  5,250,000 warrants
("Warrants  or  "Unit Warrants") to purchase an aggregate of 5,250,000 shares of
Common  Stock,  par  value  $.001 per share (the "Common Stock"), at an exercise
price  of  $4.40 per share. The Senior Note Offering resulted in net proceeds to
the  Company  of  approximately $142.5 million. The Units were originally issued
and  sold by the Company in a transaction which was exempt from the registration
requirements of the Securities Act.  The Company has filed Form S-4 and Form S-3
Registration  Statements  with the Securities and Exchange Commission ("SEC") to
register  under the Securities Act (i) new notes (the "New Notes") which contain
substantially  identical  terms  as  the  Senior  Notes and are being offered in
exchange  for  the  Senior  Notes  and (ii) the Common Stock underlying the Unit
Warrants,  respectively. The form and terms of the New Notes are the same as the
form  and terms of the Senior Notes for which they may be exchanged, except that
the  New Notes will have been registered under the Securities Act, and hence the
New  Notes  will  not  bear  legends  restricting  the  transfer  thereof.


INDUSTRY  OVERVIEW

  General

     The  continuing  liberalization  of  the  telecommunications  industry  and
technological  change  have  resulted  in  an increasingly information-intensive
business  environment.  Regulatory,  technological,  marketing  and  competitive
trends have significantly expanded the Company's opportunities in the converging
voice  and  data  telecommunications  markets.  Rapid  liberalization  of  the
telecommunications industry in Latin America is expected to expand opportunities
in  the  local  telecommunications  services  market.  Technological  advances,
including  growth  of  the  Internet,  the  increased  use  of  packet switching
technology  for  voice communications and the growth of multimedia applications,
are  expected  to  result  in growth in the high-speed data services market. The
Company believes that the current deregulation in many Latin American countries,
coupled  with technological innovation, will lead to market developments similar
to  those  that  occurred  upon deregulation of long distance telecommunications
services  in  the United States and the United Kingdom, including an increase in
traffic  volume  and  the  continued  introduction  of  new  providers  of
telecommunications  services  of  varying  sizes.

     Telecommunications  traffic  of  business  customers and telecommunications
carriers  has  increased  dramatically  and  these customers now insist upon the
quality  and  high capacity inherent in fiber optic transmission technology such
as  the technology used by the Company. As customers require increased bandwidth
capabilities  to  handle  complex  voice, video and data telecommunications, the
Company  believes  that  demand  for  transmission  capacity  will  continue  to
increase.  Digital  signals  carried  over  optical  fibers are superior in many
respects  to analog signals carried over copper wires, an older technology which
many  PTTs  continue  to use for parts of their networks, although many PTTs are
using  fiber  optic technology to expand their existing networks. In addition to
offering faster and more accurate transmission of voice and data communications,
digital  fiber optic networks generally require less maintenance than comparable
copper  wire networks, thereby decreasing operating costs. The capacity of fiber
optic  cable is determined in part by the interface of electronic equipment with
the  network, thereby allowing network capacity to be increased through a change
in  electronics,  rather  than the fiber itself. Fiber optic cable also provides
enhanced  transmission  quality as signals are largely immune to electromagnetic
interference.

  Latin  American  Markets

     Many  countries  in  Latin  America,  and  most  of  the  region's  major
metropolitan  markets,  have  economies  that are growing faster than many other
areas  of  the  world.  The Company believes that this growth is attributable in
part  to  an  increase in foreign investments, new trade agreements, such as the
NAFTA,  Mercosur  and the Andean Pact, and the privatization of many industries,
including  the  telecommunications  industry.  Many  of  Latin  America's  major
metropolitan  centers  are among the largest cities in the world, are centers of
trade and commerce for a wide region or for an entire country, and are home to a
high concentration of large domestic and multinational corporations that require
advanced  telecommunications  services.  Following the economic recovery of many
Latin  American  countries  in  the  early  1990's,  multinational  corporations
headquartered in North America, Europe and Asia began to invest in Latin America
by  either  establishing  new  operations  or  expanding existing operations. In
conducting  their  activities in Latin America, these multinational corporations
require  state-of-the-art  telecommunications  networks  to  handle  the flow of
information  between  their  headquarters  and  their  branches throughout Latin
America.  The telecommunications infrastructure in many of these markets is very
limited  or  obsolete,  resulting  in  significant  unmet  demand  for  advanced
telecommunications  services  including  reliable,  high capacity data circuits,
private line LANs and domestic and international long distance connectivity. The
telecommunications  industry  in  Latin  America has experienced rapid growth in
large  part  because  most  Latin  American  governments  are  opening  their
telecommunications  markets  to  competition.  By  the  year  2000,  the
telecommunications  markets  in  most countries in the region are expected to be
deregulated.


  The  following table sets forth certain historical and projected economic data
and  selected  information regarding the telecommunications markets in the Latin
American  countries  where  the  Company  operates:

<TABLE>
<CAPTION>

                                                                 PERU
                                    1993    1994    1995     1996     1997     1998     1999     2000
                                   ------  ------  -------  -------  -------  -------  -------  -------
<S>                                <C>     <C>     <C>      <C>      <C>      <C>      <C>      <C>
             ECONOMIC DATA*
  Population (millions) . . . . .    22.5    22.9     23.4     23.8     24.3     24.8     25.3     25.8
  Real GDP (in constant 1990 US$
    billions) . . . . . . . . . .    36.5    41.2     44.1     45.3     47.6     50.2     53.1     56.5
  Inflation (%) . . . . . . . . .    39.5    15.4     10.2     11.8     10.0      9.1      8.3      7.5
TELECOMMUNICATIONS DATA**
  Main Lines in Service (in
    thousands). . . . . . . . . .   673.0   772.4  1,109.2  1,435.1  1,595.5  1,850.8  2,093.6  2,437.7
  Penetration Rate (main lines
    per 100 pop). . . . . . . . .     2.9     3.4      4.7      5.9      6.6      7.5      8.3      9.4
  Service Revenues (US$
    millions) . . . . . . . . . .   655.8   590.7    825.9    880.4  1,216.2  1,410.8  1,595.9  1,858.2
    Local Services (US$
      millions) . . . . . . . . .   190.7   251.4    459.1    506.9    676.0    784.2    887.1  1,032.9
  Toll Services (US$
    millions) . . . . . . . . . .   235.2   123.2    130.9    143.1    192.8    223.6    253.0    294.5
  International Services (US$
    millions) . . . . . . . . . .   229.9   216.1    235.9    230.5    347.4    403.0    455.8    530.8

                                                                 CHILE

                                     1993    1994     1995     1996     1997     1998     1999     2000
                                   ------  ------  -------  -------  -------  -------  -------  -------
             ECONOMIC DATA*
  Population (in millions). . . .    13.8    14.0     14.3     14.5     14.7     15.0     15.2     15.4
  Real GDP (constant 1990 US$
    billions) . . . . . . . . . .    38.2    39.8     43.1     46.1     48.8     52.3     55.9     59.8
  Inflation (%) . . . . . . . . .    12.2     8.9      8.2      6.6      5.7      5.0      5.1      4.7
TELECOMMUNICATIONS DATA**
  Main Lines in Service (in
    millions) . . . . . . . . . .     1.5     1.6      1.8      2.2      2.6      3.0      3.5      3.9
  Penetration Rate (main lines
    per 100 pop). . . . . . . . .    11.0    11.6     13.0     14.9     17.8     20.3     22.9     25.4
  Service Revenues (US$
    millions) . . . . . . . . . .  714.10  765.10  1,016.0  1,186.7  1,443.1  1,668.4  1,911.7  2,157.1
    Local Services (US$
      millions) . . . . . . . . .   479.0   560.6    627.8    733.3    891.7  1,030.9  1,181.3  1,332.9
    Toll Services (US$
      millions) . . . . . . . . .   135.2   118.9    235.6    275.2    334.6    386.9    443.3    500.2
    International Services (US$
      millions) . . . . . . . . .    99.9    85.6    152.6    178.2    216.8    250.6    287.1    324.0
<FN>
---------------
Sources:    Bank  of  America  World  Information  Services  (March  1997)  and  Pyramid
          Research  Report  (October  1996)
 *  Economic Data includes historical information for the years 1993-1996 and projections for the years
    1997-2000.
**  Telecommunications Data includes historical information for the years 1993-1995 and projections for
    the  years  1996-2000.
</TABLE>


  Competitive  Local  Market  Access

     Once  the  domain  of  PTTs,  the local access market in both developed and
emerging  countries  is increasingly open to competition. Where permitted, local
markets  may  be  entered via any combination of (i) construction of proprietary
wired  network  infrastructure, (ii) construction of wireless local loop, PCS or
cellular  networks  and  (iii)  resale  of the existing local carrier's network.
Companies  gaining local access through the use of a fiber optic rings using ATM
technology  are  uniquely  positioned  to  provide  services  for large business
customers  due  to  the  high  capacity  of  such  systems.

     In  the United States and other developed countries, CAPs have been allowed
to  enter markets in advance of complete deregulation through their provision of
special  access  services  and  private  line  services.  Typically,  CAPs begin
providing  such  services through their own fiber optic loop networks, which are
built  over  existing facilities and often exceed existing providers in terms of
bandwidth,  reliability  and  enhanced  service  capability.  Frequently,  fixed
wireless  technologies  are used to cost effectively extend the network from the
fiber  optic network to customer locations. Special access services provide high
capacity  voice,  data and video circuits to connect long distance carriers with
their respective customers. Private line services provide high capacity circuits
to transmit voice, data and video between two or more end-user locations locally
or  internationally.

     Long  distance  carriers  have  traditionally  been the first customers for
CAPs.  Local  access  in the markets in which the Company operates in some cases
comprises  over  forty  percent  of  the  cost of a long distance call. For this
reason, long distance carriers, as well as high volume corporate customers, have
great  demand  for the lower cost local access provided by CAPs. In addition, as
any  communications  failure  can  result  in  significant  expenses and/or lost
revenue  to  businesses, corporate and carrier customers often utilize CAPs as a
back-up  to  their primary carrier. CAPs typically market their private line and
special access services by offering lower prices, higher network reliability and
higher  quality  transmissions and customer service. Corporate customers utilize
such  private  lines to interconnect their branch offices and computer networks,
and  even  to  connect  their  internal  PBX  networks  with  the  local  PTT.
Telecommunications carrier networks utilize CAPs to interconnect their switching
centers,  to  connect  major  customers  to their networks, and to connect their
cellular,  microwave  and  satellite  transmitters.  With  direct  connection to
customers,  CAPs  may  also  market  higher  margin value-added services such as
Internet access, database access and Centrex. Depending on local regulation, the
CAP may also provide dial tone for any calls made to points outside of the local
market.  In most markets, corporate customers will begin by transferring a small
portion  of their telecommunications requirements to the CAP. As these customers
experience  the CAP's competitive cost and superior service, they often transfer
increasing  amounts  of  their  business  to  the  new  operator.

     As  deregulation  has  permitted,  most CAPs have attempted to expand their
services  from  the provision of private line and special access services to the
provision  of  CLEC  switched  or dial tone services that are provided through a
combination  of the CAP's own network and through interconnection with the local
PTT  network. This evolution has enabled CAPs to achieve increased gross margins
over  time. Typically, private line services are provided on a flat fee, monthly
rental  basis.  Switched  services, on the other hand, are billed on a volume or
minutes of use basis which generally generates substantially higher revenues and
margins.  Through  interconnection  with the local PTT, new carriers are able to
offer  services  immediately  to  any  customer  on  the  PTT's network, thereby
significantly  increasing  the  number  of customers and markets that they serve
without physically expanding their own networks. The PTTs receive a volume-based
payment  for  the  use  of  their  network.

     Although  the  Company has based its strategy in part on the experiences of
CAPs  and CLECs in the United States and other developed countries, there can be
no  assurance that the liberalizing Latin American markets will be characterized
by  the  same  trends  as  were  found  in  such  other  markets.

BUSINESS  AND  SERVICES

  Peru

     Country Overview.  Peru is the fourth largest country in South America with
an  estimated  population  of 23.9 million people. Lima, the capital of Peru and
the major economic center in Peru, has a population of approximately 6.8 million
people.  According  to the 1996 report issued by the Peruvian National Bureau of
Statistics,  as  of  1993,  approximately  70.1%  of  Peru's population lived in
cities.  In  1990, Alberto Fujimori, a political outsider, was elected President
and embarked on a series of economic and political measures to curtail inflation
and  restore  economic  stability.  From  1991 through 1996, GDP increased by an
average annual growth rate of 5.2%, although GDP increased by only 2.8% in 1996.
The  lower  GDP  growth rate in 1996 has been largely attributed to the Peruvian
government's effort to reduce expenditures to avoid an overheated economy and to
reduce Peru's current account deficit. Inflation has been dramatically curtailed
as a result of President Fujimori's economic plan, falling from 7,649.7% in 1990
to  11.8%  in  1996. GDP is expected to grow at a compound annual growth rate of
6.2%  from  1997  to  2002.

     Market Overview.  The Company believes that demand for telephone service in
Peru  has  historically  been unmet due to lack of investment, high prices, poor
service  and  long  waiting  periods  for  service.  One  of  the  goals  of the
privatization  of Peru's former local and long distance PTT, Telefonica, in 1994
(the  "Privatization")  was  to  expand  significantly  the  national
telecommunications  network  and improve service quality. The number of lines in
service has increased since the Privatization from approximately 772,000 to over
1.4  million at December 31, 1996. Notwithstanding the significant recent growth
in  lines  in  service, Peru continues to have a relatively low penetration rate
with  5.9 lines in service per 100 inhabitants at December 31, 1996. The Company
believes  that continued growth in demand for telecommunication services in Peru
will be influenced by the growth of the Peruvian economy, foreign investment and
international  trade,  the continued expansion of the telecommunications network
and the re-balancing of tariffs. Based on 1996 operating results for Telefonica,
the  local and long distance telecommunications markets in Peru are estimated to
have  accounted  for  approximately  $880.5  million in total revenues, of which
approximately  $506.9  million  are  local  access  and  service  revenues  and
approximately  $373.6  million  are  domestic  and  international  long distance
revenues.  The  Company believes that Peru's telecommunications market offers an
excellent  environment  for  telecommunications  business  growth.  The  Company
believes  that  the  Peruvian  economy  is  also  a source of growing demand for
telecommunication  services  with  growing domestic and multinational businesses
attracting  significant foreign investment. The following chart presents certain
historical  and  projected  information  with  respect to the telecommunications
market  in  Peru  for  the  periods  indicated:

<TABLE>
<CAPTION>

                                                TELECOMMUNICATIONS DATA -- PERU*

                                           1993        1994        1995        1996        1997        1998        1999
                                        ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                                     <C>         <C>         <C>         <C>         <C>         <C>         <C>
TELEPHONE
Minutes (in millions)
  Local Services . . . . . . . . . . .  3,600.0(1)  4,240.0(1)  4,954.0(1)  7,806.2(2)  4,193.4(3)  n/a         n/a
  Long Distance Domestic . . . . . . .    388.0(1)    394.0(1)    461.0(1)    577.0(2)    326.4(3)  n/a         n/a
  Long Distance International. . . . .    179.2(1)    232.4(1)    262.1(1)    294.5(2)    164.6(3)  n/a         n/a
MAIN LINES IN SERVICE (IN THOUSANDS) .    673.0(2)    772.4(2)  1,109.2(2)  1,435.1(2)  1,595.5(1)  1,850.8(1)  2,093.6(1)
PENETRATION RATE
  (main lines per 100 pop) . . . . . .      2.9(4)      3.4(4)      4.7(4)      5.9(2)      6.6(1)      7.5(1)      8.3(1)
SERVICE REVENUES
  Local Services (US$millions) . . . .    190.7(1)    251.4(4)    459.1(4)    506.9(3)    676.0(1)    784.2(1)    887.1(1)
  Toll Services (US$millions). . . . .    235.2(1)    123.2(4)    130.9(4)   143.15(3)    192.8(1)    223.6(1)    253.0(1)
  International Services (US$millions)    229.9(1)    216.1(4)    235.9(4)    230.5(3)    347.4(1)    403.0(1)    455.8(1)
DATA
X-25/Frame Relay Ports (in thousands).      0.5(1)      0.7(1)      0.9(1)      1.2(1)      1.5(1)     14.0(1)     29.9(1)
ISP Host Penetration
  (main lines per 100 pop) . . . . . .    0.000(5)    0.001(5)    0.003(5)    0.021(5)    0.084(5)    0.208(5)    0.361(5)

                                           2000
                                        ----------
<S>                                     <C>
TELEPHONE
Minutes (in millions)
  Local Services . . . . . . . . . . .  n/a
  Long Distance Domestic . . . . . . .  n/a
  Long Distance International. . . . .  n/a
MAIN LINES IN SERVICE (IN THOUSANDS) .  2,437.7(1)
PENETRATION RATE
  (main lines per 100 pop) . . . . . .      9.4(1)
SERVICE REVENUES
  Local Services (US$millions) . . . .  1,032.9(1)
  Toll Services (US$millions). . . . .    294.5(1)
  International Services (US$millions)    530.8(1)
DATA
X-25/Frame Relay Ports (in thousands).     46.6(1)
ISP Host Penetration
  (main lines per 100 pop) . . . . . .    0.515(5)
<FN>
---------------
(1)  Source:    Pyramid  Research  Report.
(2)  Source:    Telefonica  del  Peru,  S.A.  1996  Annual  Report.
(3)  Source:    Telefonica  del Peru S.A., 2nd Quarter Report: July 31, 1997. Translations from 6/30/97 Peruvian Nuevo Sol
     into  US$  at  the  6/30/97  exchange  rate  of  0.377  US$/Peruvian  Nuevo  Sol.
(4)  Source:    Telefonica  del  Peru  1995  Annual  Report. Translations from 12/31/95 Peruvian Nuevo Sol into US$ at the
     12/29/95  exchange  rate  of  0.4341  US$/Peruvian  Nuevo  Sol.
(5)  Source:    Calculations  based  on  Pyramid  Research  Report  estimates  of  ISP  hosts  and of population for Peru.

(*)  Includes  historical  information  for  the  years  1993-1995  and  projections  for  the  years  1996-2000.
</TABLE>

     Operating  Company  Overview.    The  Company conducts its business in Peru
through  its wholly-owned subsidiary, Resetel, which was acquired by the Company
in  May  1996.  Resetel offers to multinational, national and local businesses a
broad  array  of  high  quality  data,  video and voice communications services,
including LAN interconnection, remote terminal access and dedicated channels for
access  to  the  Internet, on a private line basis through a digital fiber optic
network  in  metropolitan Lima, Peru. The Company has installed and in operation
90  kilometers  of  its  fiber optic network, and plans to expand its network to
approximately  230  kilometers  by the end of 1998. The Company anticipates that
its  fiber optic network will travel through the major commercial and industrial
districts  of  Lima and the adjacent port city of Callao (combined population of
approximately  7.5  million  people)  upon its scheduled completion in 1998. The
Company  is one of only two companies which is currently permitted to compete in
the  provision  of  its  services  with  Telefonica.

     The  Company  intends  to  expand its existing service offerings to provide
local  public  switched  telephony service in Lima upon liberalization of Peru's
telecommunications  markets  and  the  expiration  of  Telefonica's  exclusive
concession  to  provide  public  switched  local  and  long  distance  telephony
services, which is scheduled to occur in July 1999. Resetel also intends to seek
approval  to  provide  long  distance  services  as  regulation  permits.  By
implementing  its  private line and value-added services prior to the expiration
of  Telefonica's exclusive concession in 1999, the Company believes that it will
be  able to develop a strong customer base and network presence that will enable
it  to  rapidly  enter  the  local  telephony  and  long  distance  markets upon
deregulation.

     Country  Strategy.    The  Company  intends  to leverage Resetel's existing
customer  base,  its  cost  efficient,  state-of-the-art  infrastructure and its
market  knowledge  to  expand  its Peruvian operations. The Company is currently
directing  its  marketing  efforts  in  Lima  towards a number of Peru's leading
financial  institutions  and  multinational  companies with a strong presence in
Peru.

     The  Company  also  intends to expand the focus of its marketing efforts to
include  medium-  and  small-sized  businesses  which  are  located in the major
commercial  and industrial districts in Lima and in the port city of Callao. The
Company  believes,  based upon an independent market survey, that a large number
of its targeted business customers are located in commercial buildings which are
not  connected  to  a  fiber optic network, but rather are connected to networks
based  on older, copper technology with limited capacity. The Company intends to
take  advantage  of  this  opportunity  by  directly  offering  its  services to
businesses identified by management as having a need for the Company's services.
The  Company  also  intends to (i) use an independent marketing firm to identify
commercial  multi-tenant  buildings  in  which  a critical mass of occupants are
located  that have or will have an interest in acquiring the Company's services,
(ii)  rapidly  connect  many  of these buildings to the Company's existing fiber
optic network, (iii) offer an extensive selection of high quality voice and data
services  on  a  private  line  basis  and  (iv)  pursue an aggressive sales and
marketing  strategy  that  includes  (A)  an  advertising and marketing campaign
designed  to  increase customer awareness of the Company's services, (B) holding
educational  seminars which explain the benefits of using the telecommunications
services offered by the Company and (C) employing a highly qualified sales force
with  extensive  knowledge  of  the  local  market.  The  Company  believes that
customers  in  Peru  are  seeking  to utilize new communications technologies in
order  to  more  effectively compete in the global market. By helping to educate
its  customers  on  the use of the latest technologies and by providing turn-key
corporate  networks  and  telecommunications  solutions,  the Company expects to
develop  strong  customer  relationships  that will help it to increase customer
revenues.  The  Company believes that this strategy will enable it to gain early
mover  advantages,  build  its  customer  base  and expand the range of services
provided  to its customers to include local and long distance telephony upon the
expiration  of  Telefonica's  exclusive  concession  in  July  1999.

     The Company believes that the quality of its private line services compares
favorably  to  similar services offered by its competitors. Accordingly, as part
of its marketing strategy, the Company is offering its services on a trial basis
to  several  major  financial institutions in Lima. Upon completion of the trial
with  Interbank  in  July 1997, the Company was hired to link ten of Interbank's
Lima  branches  through  the  Company's  network.

     In  addition, the Company believes that the rapid growth of Internet use in
Peru  will  provide  it  with  a  significant opportunity to further develop its
customer  base  through the strategic referral of customers between ISPs and the
Company.

     Concessions.    Resetel provides its services pursuant to a renewable local
carrier  concession expiring in 2016. Resetel's concession can be renewed for an
additional  20  years  upon prior approval by the Peruvian Ministry of Transport
and  Communications.  After  July 1999, when the local telephony services market
opens  for competition, Resetel and other carriers will be able to provide local
telephony  services as regulations permit. At such time, Resetel intends to seek
approval  to  also  provide  long  distance  services.

     Network  Infrastructure.  The Company provides its services in Peru through
its  90  kilometer  fiber  optic  digital switched network, which is expected to
expand  to  approximately  230  kilometers  by  the  end  of  1998.  The Company
anticipates  that  its  fiber  optic  network  will  extend throughout the major
commercial  and  industrial  districts  of  Lima  and  the  port  city of Callao
(combined  population  of  approximately  7.5 million people) upon its scheduled
completion  in  1998.  The  Company's  Lima  network  will  be implemented using
self-healing  rings  equipped  with  fully  redundant  ATM  technology.

     The  Company  has  utility  pole  rights-of-way  contracts  with two of the
Peruvian  utility  companies  which  allows  the Company to use utility poles to
route  cable  throughout  most  of  its  existing  and  planned  network.

     In conjunction with its sales initiatives, the Company expects to invest in
the  "last  mile"  network  links that connect commercial buildings and customer
offices  with  the Company's fiber optic network by installing fiber optic cable
in  selected  commercial  buildings  in  the  Lima  business  district.

     Customers.    Resetel  currently  services  30 customers in Peru, including
Interbank and Sony Music Entertainment Peru S.A. Resetel will seek to enter into
contracts with new customers for a term of at least two years. Prices charged to
customers  will vary in accordance with the customer's requirements based on the
number  of locations, type of services, transmission rates and length of service
contracts.

     Competition.   Peru's telecommunications market is dominated by Telefonica,
a  company  formed  by  the merger in 1994 of the former local telephone service
PTT, Compania Peruana de Telefonos and ENTEL, the former long distance telephone
service PTT. Telefonica is 35% owned by Telefonica de Espana S.A. Telefonica has
announced  plans  to  devote  a  large amount of its resources over the next few
years  to  install  hundreds  of  thousands  of telephone lines to provide basic
telephone  service.  The  Company  believes  that  the  focus  of  Telefonica on
expanding basic telephone services has created an opportunity for the Company to
capture  market  share  by  providing  value-added,  high  bandwidth services to
business  customers  on  a  private  line  basis.  Currently,  Peru's only other
wireline telecommunications carrier is Tele2000, approximately 58.7% of which is
owned by BellSouth Corporation. Tele2000 currently operates cellular, public pay
phone  and cable television services in Lima and other Peruvian cities. Although
Tele2000  has to date focused largely on providing cellular and cable television
services, it owns and operates a small fiber optic loop which may be utilized to
compete  directly  with  the  Company.

     Management  believes  that following the deregulation of local and domestic
and  international  long-distance  telephony  in July 1999, competition in these
services  may arise from a variety of new entrants, including telecommunications
carriers  providing  services  in other countries as well as companies currently
providing  services in other industries previously liberalized in Peru. Existing
telecommunications service providers may have established customer relationships
as  well  as  other  capabilities  and resources to expand their current service
offerings  and  include  local  carriers,  wireless  telephone  operators,  the
providers  of data services, cable television network operators and operators of
existing  private  network infrastructure, such as electric power companies. The
Company  believes  that  other  companies  have  filed  applications  for  local
concessions,  including  COMSAT  whose  license  was  recently  granted.

     The  identity  of  new entrants and the scope of increased competition, and
any  corresponding  adverse  effect  on  the Company's results, will depend on a
variety of factors. Among such factors are the business strategies and financial
and  technical  capabilities  of  potential  competitors,  prevailing  market
conditions at the time competition is permitted, applicable Peruvian regulations
with  respect  to  new entrants and the Company, as well as the effectiveness of
the  Company's  strategy  to  prepare  for  increased  competition.

  CHILE

     Country  Overview.   Chile is a highly urbanized country, with a population
of  approximately  14.7 million in 1996, of which 85.0% are estimated to live in
cities.  Santiago,  the  capital  of  Chile  and  a major international economic
center,  has  a  population  of  approximately  5.1  million people. The Chilean
government  has  implemented a strategy to encourage foreign investment in Chile
and it has privatized and deregulated many industries, including transportation,
energy  and  telecommunications. Since 1991, the Chilean economy has experienced
high  rates  of  economic  growth.  From  1991 through 1996, GDP increased by an
average  annual  rate  of 7.3%. Inflation has been dramatically curtailed during
this period, falling from 18.7% in 1991 to 6.6% in 1996. GDP is expected to grow
at  a  compounded  annual  growth  rate of 7.0% from 1997 through the year 2002.

     Market  Overview.    As  the  first  telecommunications  market to commence
deregulation  in  Latin  America,  Chile  has  experienced substantial growth in
telecommunications  revenue  and  telephone  density.  Total  international long
distance  revenues  have  grown  from $99.9 million in 1993 to $178.2 million in
1996,  representing  a  compound  annual  growth  rate  of  21.0%.  Chile's
telecommunications markets continue to be dominated by the former PTTs, although
new  entrants  have  begun  to reduce the former PTTs' market share. In the long
distance  market,  Entel,  the  former long distance PTT, faces competition from
eight  other  carriers,  and  its market share has been reduced to approximately
40.4% for domestic long distance and 37.5% for international long-distance. As a
result  of its open telecommunications market, Chilean subscribers enjoy some of
the  lowest  prices  in  the  world for long distance telephony services. In the
local  telephony  market,  CTC,  the  former  local  services  PTT,  controls
approximately  96%  of the local telephony market. The Company believes that the
full  implementation  of  its business strategy will enable it to penetrate this
market  and  further  develop  its  customer  base.

     The  following  table  provides  some general information on the historical
size  and  estimated  growth  of  Chile's  telecommunications  market.

<TABLE>
<CAPTION>

                                                   TELECOMMUNICATIONS DATA -- CHILE

                                           1993      1994       1995        1996       1997       1998        1999        2000
                                         --------  --------  ----------  ----------  --------  ----------  ----------  ----------
<S>                                      <C>       <C>       <C>         <C>         <C>       <C>         <C>         <C>
TELEPHONE MINUTES
  Local Service . . . . . . . . . . . .       --        --          --          --        --          --          --          -- 
  Long Distance Domestic (millions) . .  n/a       n/a       1,847.2(1)  2,259.0(2)  n/a       n/a         n/a         n/a
  Long Distance International
  (millions). . . . . . . . . . . . . .  n/a       n/a         136.9(3)    172.9(2)  n/a       n/a         n/a         n/a
MAIN LINES IN SERVICE
  (in thousands). . . . . . . . . . . .  1,513(4)  1,626(4)    1,846(4)    2,157(4)  2,623(4)    3,032(4)    3,474(4)    3,920(4)
PENETRATION RATE
  (main lines per 100 pop). . . . . . .   11.0(4)   11.6(4)     13.0(4)     14.9(4)   17.8(4)     20.3(4)     22.9(4)     25.4(4)
SERVICE REVENUES
  (US$millions)
  Local Services (US$millions). . . . .  479.0(4)  560.6(4)    627.8(4)    733.3(4)  891.7(4)  1,030.9(4)  1,181.3(4)  1,332.9(4)
  Toll Services (US$millions) . . . . .  135.2(4)  118.9(4)    235.6(4)    275.2(4)  334.6(4)    386.9(4)    443.3(4)    500.2(4)
  International Services (US$millions).   99.9(4)   85.6(4)    152.6(4)    178.2(4)  216.8(4)    250.6(4)    287.1(4)    324.0(4)
DATA
  X-25/Frame Relay Ports (in thousands)    3.3(4)    3.6(4)      4.7(4)     10.2(4)   17.5(4)     25.8(1)     33.9(4)     39.7(4)
  ISP Host Penetration
  (main lines per 100 pop). . . . . . .  0.020(5)  0.022(5)    0.063(5)    0.157(5)  0.279(5)    0.413(5)    0.525(5)    0.601(5)
<FN>
---------------
n/a    --  Information  not  publicly  available.

(1)  Statistical  measures  were  changed  in  1994  due  to  the  multicarrier  system  implementation.
(2)  Source: Calculations based on monthly market share data provided by the Subsecretaria de Telecomunicaciones ("SUBTEL") as of
     August  1997.
(3)  Source:  Calculations based on Pyramid Research Report estimates of lines in services -- includes historical information for
     the  years  1993-1995  and  projections  for  the  years  1996-2000.
(4)  Source:  Pyramid  Research  Report  -- includes historical information for the years 1993-1995 and projections for the years
     1996-2000.
(5)  Source:  Calculations  based  on  Pyramid  Research  Report  estimates  of  ISP  hosts  and  population  for  Chile.
</TABLE>

     Operating  Company Overview.  The Company conducts its business in Santiago
through  its  wholly-owned  subsidiaries,  FirstCom  Networks,  S.A.  ("FirstCom
Networks"),  formerly  Hewster Chile, S.A., and FirstCom Long Distance. FirstCom
Networks  currently  provides businesses in Santiago with high quality voice and
data  communications  services  on  a  private  line basis, including local area
network interconnections, remote terminal access, PBX to PBX connections, remote
printing capabilities and high speed access to the Internet through arrangements
with  a Chilean based ISP and private line based services. In addition, FirstCom
Networks  provides  its  customers  with  local  and  wide  area network design,
engineering,  installation,  systems  integration and support services. FirstCom
Long  Distance  provides  domestic  and  international long distance services in
Santiago.    FirstCom  Long  Distance's  long  distance  traffic is switched and
transported, in part, through its own gateway switch and satellite earth station
as  well  as  through interconnection with other Chilean long distance carriers.
The  Company's  Chilean customer base currently includes approximately 40 large-
and medium-sized businesses such as Xerox de Chile S.A., Autorentas del Pacifico
(Hertz)  Ltda., Iberia Airlines, The Aetna Life Insurance Company, Nike de Chile
S.A.  and  one  ISP.  The  Company  believes  that its high quality transmission
capabilities,  responsive  customer  service and domestic and international long
distance  services  have  become  important  elements  in many of its customers'
telecommunications  network  and  operational  strategies.  The Company provides
network  services  through  its  120 kilometer digital fiber optic network which
covers  the  downtown business district and outlying industrial park and airport
corridor.  This  network  utilizes advantageous rights-of-way through Santiago's
underground subway system (the "Metro") as well as through certain facilities of
ENERSIS,  a  Chilean  power  company.

      The Company is in the process of filing an application to obtain a license
for  local  telephony.  However, there can be no assurance that the Company will
secure  such  license,  be  able  to  make the necessary network enhancements to
provide  such  services  or  successfully  market  such  services  to  potential
customers.

     Country  Strategy.    The Company's new management team intends to leverage
FirstCom Networks' and FirstCom Long Distance's existing customer base, its cost
efficient state-of-the-art infrastructure and its market knowledge to expand its
Chilean  operations. The Company is currently directing its marketing efforts in
Santiago towards medium-and small-sized businesses. Large businesses in Santiago
are  typically located in single-tenant buildings and are currently the focus of
Chile's  major  carriers.  Therefore,  the  Company  believes that a substantial
opportunity  exists  to  provide  services to medium- and small-sized businesses
which  are  currently  underserved.  These  businesses  are typically located in
multi-tenant  buildings throughout downtown Santiago and the outlying industrial
district.  The Company believes that, based upon an independent market survey, a
large  number  of  its  targeted  business  customers  are located in commercial
buildings  which  are  not  connected  to  a fiber optic network, but rather are
connected  to  networks  through older, copper technology with limited capacity.
The  Company  intends  to  take  advantage  of  this opportunity by (i) using an
independent  marketing  firm  to  identify commercial, multi-tenant buildings in
which  a  critical  mass  of  occupants  are  located  that have or will have an
interest  in  acquiring  the Company's services, (ii) rapidly connecting many of
these  buildings  to  the Company's existing fiber optic network, (iii) offering
high  quality  voice  and  data services on a private line basis as well as long
distance  telephony  and  (iv)  pursuing  a  sales  and  marketing strategy that
includes  a  combination  of  direct  sales calls, telemarketing and direct mail
campaigns  and  an  increased  advertising  budget.

     Concessions.    In  1991,  Hewster  Servicios  Intermedios,  S.A., FirstCom
Networks'  predecessor,  was  granted a concession with an unlimited duration to
provide  intermediate  telecommunications  services  (the  "FirstCom  Networks
Concession").  The  FirstCom Networks Concession authorized the installation and
operation  of  the  Company's  fiber  optic  cable local network in metropolitan
Santiago.  Pursuant  to  the  FirstCom Networks Concession, FirstCom Networks is
authorized  to  provide  voice  and  data  transmission  services  and  certain
value-added  services  on a private line basis. The FirstCom Networks Concession
may not be transferred, assigned or leased, nor may control of FirstCom Networks
be  transferred  or assigned, without the prior approval of SUBTEL. The Company,
through  a  wholly-owned  subsidiary,  Visat,  also  holds  a concession with an
unlimited  duration  to  construct  and  operate  a  network  of satellite earth
stations  throughout  Chile  that  can  provide  national and international long
distance  telecommunications services (the "Visat Concession"). In addition, the
Company is authorized to provide services based on 38 GHz wireless technology in
Santiago.   FirstCom Long Distance holds a concession with an unlimited duration
to provide public, switched national and international long distance services in
Chile. FirstCom Long Distance's concession was issued by the Chilean Ministry of
Transport  and  Communications  in  1993.

     Network  Infrastructure.    FirstCom  Networks provides network services in
Chile  through  its 120 kilometer fiber optic network which currently covers the
majority  of  Santiago's  downtown business district and the outlying industrial
park  and  airport  corridors.  The  Company's 120 kilometer digital fiber optic
network  travels  through  the  traditional commercial center of Santiago, where
many established businesses are headquartered, and the rapidly growing expansion
areas,  including outlying industrial parks, and the airport corridor where many
branch  offices  and new companies have located. FirstCom Long Distance provides
domestic  and  international  long distance services in Santiago through its own
gateway  switch  and  satellite  earth station and through interconnections with
other  Chilean  long  distance  carriers.

     The Company is in the process of upgrading its fiber optic network in Chile
by  replacing  the  existing PDH and SDH nodes with ATM node equipment (the "ATM
Upgrade"). The planned ATM Upgrade is expected to be completed by December 1998.

     The  portion  of  the  Company's  network  that passes through the downtown
business  and  financial  district has been installed in Santiago's Metro subway
tunnels.  The  Metro  subway  tunnels  protect  the network from hazards such as
severe  weather  and  vandalism. Metro access points, such as ventilation shafts
and  platform  entrances, are available every approximately 250 meters along the
subway  route.  These  facilities  serve  as  the  "insert" points for last mile
connections between the Company's network and customer buildings. In addition to
its  agreement  with  the  Metro,  the  Company  has a utility pole right-of-way
contract  with one of Chile's electric companies which allows the Company to use
utility  poles  to  route  cable  to  outlying  areas  of  Santiago.

     The  Company  plans to invest in the "last mile" network links that connect
commercial  buildings  and  customer  offices  with  the  Company's  fiber optic
network. Where customers are operating in newly developed areas of Santiago, the
Company  intends  to install its own last mile network infrastructure to connect
those  customers  with  its  fiber optic network. In areas of Santiago where the
telecommunications  infrastructure  is more developed, the Company believes that
it  may  grow  most efficiently by leasing such last mile connections from other
network  operators.

     The Company recently installed its first 38 GHz wireless connection between
its fiber optic network and an ISP. The Company intends to utilize this wireless
technology  to connect customers more rapidly and efficiently to its fiber optic
network.  This  wireless  connection  is  deployed  by  installing  wireless
transceivers  on  rooftops,  towers  or  windows  where  line-of-sight  can  be
established  between  the  connected  points.  This  technology  will enable the
Company  to develop POPs that serve buildings not currently reached by its fiber
optic  network  without  paying  interconnection  fees  to  the  local telephone
company.  38  GHz technology provides network connections similar to fiber optic
circuits  in  terms  of  both  bandwidth  and  service  quality.

     The  Company  intends  to  invest  in FirstCom Long Distance to improve the
quality  of  its  service  through  the  continuing  upgrade  of  FirstCom  Long
Distance's switching infrastructure and customer service platforms. In addition,
the  Company  plans  to acquire or install an additional satellite antenna which
will enable FirstCom Long Distance to interconnect with additional international
long  distance  carriers,  subject  to  regulatory  approval.  Such  additional
satellite  capability  is  expected  to  enable FirstCom Long Distance to obtain
lower  prices  for  international  transmission  services.

     FirstCom  Long  Distance  obtains  local  access  services  through
interconnection  agreements  with the following operators or their subsidiaries:
CTC  Mundo,  Complejo  Manufacturero  de  Equipos Telefonicos S.A.C.I. ("CMET"),
Entel,  BellSouth  Chile  S.A.,  Telefonica  Manquehue S.A., Lucsic and Compania
Nacional  de Telefonos S.A. ("CNT"). In 1997, FirstCom Long Distance installed a
new  Excel  NS  2000  international  long  distance gateway switch to handle all
international  long distance calls as well as credit card and callback services.
FirstCom  Long  Distance operates a 9.1 meter satellite earth station located in
Santiago  through  which it links with Satelitron, a Mexican carrier, which then
links  with  a  number  of  other  carriers  through  the  Mexican Solidaridad I
satellite.  FirstCom  Long Distance's satellite earth station is linked with its
gateway  switch via a 18-19 GHz microwave link. FirstCom Long Distance currently
operates  a  24-hour  network control and operator service center in Santiago to
monitor  its  network  and  handle  customer  service  calls.

     Customers.  FirstCom Networks currently services approximately 43 customers
in  Santiago,  including  Xerox  de  Chile S.A., Iberia Airlines, Autorentas del
Pacifico (Hertz) Ltda., Nike de Chile S.A. and The Aetna Life Insurance Company.
FirstCom  Networks charges a monthly fee for its services based on the length of
the  contract  and  the  type  and  quantity of services provided. FirstCom Long
Distance  provides  domestic  and  international  long  distance  services  to
approximately  eight  large corporations, 800 medium and small-size corporations
and  400  residential customers through annual service contract arrangements. In
addition,  during  the past three months, FirstCom Long Distance provided casual
dialing  services  to  approximately  20,000 non-subscriber users. FirstCom Long
Distance  also  provides  routing  services  to  a number of other long distance
carriers  including  Entel.

     Competition.    Chile's local and long distance markets were both opened to
competition  in  1994,  with the only constraint being a four-year long distance
market  share  cap imposed on Chile's former local services monopoly, CTC. There
are  currently  five  telecommunications groups that provide both local and long
distance  services,  three  of  which also provide data services. There are also
three  other  licensed  providers  of  local  telephony  services and four other
licensed  providers of domestic and international long distance services. In the
long distance market, Entel, the former long distance PTT, has a market share of
approximately  40.4% for domestic long distance and 37.5% for international long
distance. In the local telephony market, CTC, the former local services PTT, has
a  market  share  of  approximately  96%. Both CTC and Entel operate fiber optic
loops  in  Santiago,  while  Teleductos  S.A.  operates a passive point-to-point
network  built  using  a  star  topology.

     The  Company  believes  it  can  successfully  compete  in  the  Santiago
telecommunications market by providing customers a competitively priced, bundled
service  offering  consisting  of  data,  long  distance  and  other value-added
services.  In  addition,  the  Company  intends to begin offering local services
during  1998 after it receives a license, as to which there can be no assurance.
Such  services  will be delivered over the Company's digital fiber optic network
which  will  help  the  Company control operating costs and minimize the need to
rely  on  other  carriers'  networks.  The  Company  believes  that  it  is
well-positioned  to  develop  and increase its customer base in Santiago because
(i)  it  will  be able to gain a "first mover" advantage in offering services to
its  targeted  customer  base  of  medium  and  small-sized businesses which the
Company  believes  have significant unmet demand for advanced telecommunications
services  and  (ii)  its services are provided via a digital fiber optic network
that  utilizes  the ATM protocol and "drop and insert" technology, which enables
the Company to offer an extensive range of advanced telecommunications services.
The  Company  believes  that  its  size  and  the entrepreneurial culture of its
management team will allow it to react quickly to changes in the marketplace and
that, coupled with its strong commitment to customer service, will differentiate
FirstCom  Networks  and  FirstCom  Long  Distance from its larger, less flexible
competitors.

REGULATION

  PERU

     Peruvian  Telecommunications  Laws and Regulations.  The principal features
of  Peruvian  regulation  of  telecommunications  services  include  the General
Telecommunications Law (the "Peruvian Telecommunications Law"), State Contracts,
the General Regulation to the Telecommunications Law (the "General Regulation"),
and  the  Regulation  (the  "OSIPTEL  Regulation")  for  the  Organization  for
Supervision of Private Investments in Telecommunications ("OSIPTEL"). These laws
and  their  related governmental authorities constitute the legal and regulatory
framework  within  which  the  Company  provides  services  in  Peru.

     The  Peruvian  Telecommunications  Law sets out the basic framework for the
provision  and  regulation  of  telecommunications  services, and has the stated
objective  of  providing  a  competitive  market  in telecommunications. The law
grants  the  Peruvian  government  the  ability  to  oversee  telecommunications
services  through  the  Ministry  of Transportation, Communications, Housing and
Construction  (the "Ministry of Transportation" or the "Ministry"). The Ministry
has the authority to grant concessions and impose sanctions for the violation of
telecommunications  laws.  Pursuant  to  Supreme  Decree  No.  007-97-MTC,  the
Specialized  Telecommunications  Concession  Unit ("STCU") became the government
agency  within  the  Ministry  charged  with  the following functions previously
performed  by  OSIPTEL: (i) grant, renew and cancel concessions, authorizations,
permits  and  licenses;  (ii)  manage  the  electric  spectrum  and  approve the
assignment  of  frequencies;  and (iii) discontinue the rendering of value added
services  offered by concessionaires when such services cause any damage or harm
to  the  public  telecommunications  network.

     Concessions.  A private entity may only provide telecommunications services
in  Peru pursuant to a concession granted by STCU and in accordance with a state
contract  (the  "State  Contract")  to  be  entered  between  the  STCU  and the
concessionaire.  Such  concessions, including the concession held by the Company
through Resetel, have a maximum period of twenty years and can be renewed for an
equal  term  without  limitation subject to the submission of an application for
renewal  two years prior to the expiration of the concession and compliance with
the  requirements under the concession. The State Contract outlines, among other
obligations:  (i)  a minimum expansion plan for the operator; (ii) required fees
and  tariffs;  (iii)  technology  standards  for all equipment; and (iv) quality
standards  of  service.

     State  Contracts  are  treated  under  Peruvian  law  the same as contracts
between  private  parties. For this reason, such contracts cannot be modified or
terminated  by  any  subsequent  regulation  or  legislation.  The Ministry may,
however,  if  it  is  deemed  in  the public interest, modify the terms of State
Contracts  unilaterally  if  such  terms  relate  to  the  international
telecommunications  policy  of the Ministry, or if it is necessary to modify the
contract  to  comply  with  international  laws,  treaties or conventions. These
changes  can only take place through an administrative process that provides for
public  comment  on  any  proposed  changes.

     Local  and Long Distance Services.  Dial tone and public switched local and
long  distance services in Peru will be provided exclusively by Telefonica until
May  1999,  at  which time the exclusivity provisions in Telefonica's concession
will  expire  and the local and long distance markets are scheduled to be opened
to  competition  by  new entrants. The Company operates under a concession which
permits  it  to  provide  private  line, special access and value-added services
within  the  local  telecommunications  markets of Lima and Callao. Beginning in
1999,  the Company may seek to obtain authorization to begin providing dial tone
as  well  as  public  local  and  long  distance  switched  services.

     Technical Requirements.  The Company is required to comply with regulations
and  detailed  technical  plans  promulgated  by  the OSIPTEL that apply to such
matters as the transmission, routing, signaling and assignment of numbers in the
Peruvian  telephone  network  as  well  as  use of the radio frequency spectrum.
Before  concessionaires  initiate  service,  their  facilities  must  have  been
authorized by the Ministry of Communications and must be in full compliance with
the  applicable  regulations  and  technical  plans.  Failure to comply with the
technical  plans  can be grounds for terminating a concession if the holder does
not  comply  within  a  period  of  time  prescribed  by  the  OSIPTEL.

     Both  Telefonica and operators of private networks must make their networks
available  for interconnection with other carriers' networks in order to promote
competition  within  Peru's  telecommunications  marketplace.

     Fees, Tariffs and Other Charges.  In conformity with the Telecommunications
Law,  the  General  Regulation, and the OSIPTEL Regulation, telephone operators,
including  the  Company, must pay certain fees, tariffs, and other charges which
are  primarily  comprised  of:  (i) a concession fee; (ii) annual tariffs; (iii)
payment  to  OSIPTEL for supervisory services; and (iv) contribution to the Fund
for  Private  Investment  in Telecommunications (FITEL). The Company may set its
own  tariff  levels  for  its  private  line service, subject to certain maximum
tariff  levels  set  by  the  OSIPTEL.

     Foreign  Investment  and  Exchange  Controls.  The basic legal framework to
attract  foreign  investment  to  Peru  is  provided  by  the Foreign Investment
Promotion  Law.  The  Law  provides  for  specific  rules  that  guarantee
nondiscriminatory treatment of foreign investors investing in Peru, and provides
mechanisms to stimulate and secure foreign capital. Specifically, under the Law,
foreign  investors  may  freely  remit  all  profit  and  repatriate all capital
invested  in Peru, and may freely convert such local currency proceeds into U.S.
dollars. No registration with any government authority of such profit remittance
or  capital  repatriation is required under Peruvian law irrespective of whether
the  original  investment  was  made  in  the  form of a capital contribution or
intercompany  loans.  Notwithstanding  the  low level of restrictions on foreign
investment,  Peruvian  law  provides that if the foreign investor's home country
imposes  foreign  investment  restrictions  on  investments  made  by  Peruvian
companies  in  that  country,  the  Peruvian  government is authorized to impose
similar  restrictions  with  respect  to investments made by companies from that
country. For this reason, foreign investors are encouraged to enter into a legal
stabilization  agreement  (the  "Legal  Stability  Agreement") with the Peruvian
government  to guarantee certain rights with respect to their foreign investment
in  Peruvian  companies.

     Legal  Stability  Agreements  are  entered  into  for  a term of ten years.
Foreign  investors  who  execute  such  agreements  are guaranteed the following
rights, as of the date of the execution of the agreement: (i) maintenance of the
existing tax treatment of the foreign investment; (ii) legal stability as to the
availability  of foreign currency for the remittance of profits and repatriation
of  capital  and  (iii)  non-discriminatory  treatment  of the foreign investor.

     Foreign  investors  may  enter  into  the  Legal  Stability  Agreement  by
submitting  an  application  to  the National Commission on Foreign Investments,
provided  that  the  capital contribution is made in the following manner: (i) a
capital  contribution  in  cash of at least $2.0 million within two years of the
date of execution of the agreement; or (ii) a capital contribution in cash of at
least $500,000 and creation of at least 20 employment positions within two years
from  the  date  of  the  execution  of  the  agreement.

  CHILE

     Telecommunications  Laws  and  Regulations.    The  Ley  General  de
Telecomunicaciones  (General  Law  of Telecommunications), Law No. 18.168 (1982)
(the  "Chilean  Telecommunications  Law")  and  various  decrees  issued  by the
Ministry of Transportation and Telecommunications and other Chilean governmental
authorities,  constitute  the  legal  and  regulatory framework within which the
Company  provides  services  in  Chile.

     In  1994, the Chilean Telecommunications Law was amended to promote greater
competition  in the telecommunications sector and to establish a framework for a
multicarrier  dialing  system.  The most significant amendments were: (i) in the
case  of  local  telephone  carriers,  only  their  affiliates  or other related
companies,  rather than the local telephone carriers themselves, can now provide
public  long  distance  services  and  (ii)  the  establishment of all carriers'
maximum  market  shares  in  the  domestic  long distance market for a four-year
period  and  in  the  international  long  distance market for three years, each
period  measured  from  the inception of the multicarrier dialing system, as set
forth  in  the  following  table. Companies that carry traffic above these units
will  be  subject  to  substantial financial penalties and the Undersecretary of
Telecommunications  may  suspend  their  service.

<PAGE>
<TABLE>
<CAPTION>

                                 MAXIMUM MARKET SHARE CAPS

                                              YEAR 1     YEAR 2   YEAR 3   YEAR 4
                                           ------------  -------  -------  -------
                                                          (IN MINUTES)
<S>                                        <C>           <C>      <C>      <C>
Carriers Affiliated with Local Operators:
  Domestic Long Distance. . . . . . . . .           35%      45%      55%      60%
  International Long Distance . . . . . .           20       30       40       -- 
Other Carriers:
  Domestic Long Distance. . . . . . . . .           80       70       60       60 
  International Long Distance . . . . . .           70       65       60       -- 
</TABLE>


     The  Chilean  Telecommunications  Law  also  requires  providers  of public
telephone  services  to  conform  to  a  multicarrier system in which end-users,
rather  than  local  telephone  carriers,  will  determine  on a call-by-call or
contractual  basis the long distance carrier they want to use. In addition, long
distance  carriers  are  authorized to establish direct connections to end users
through  their  own  networks.

     The  Chilean  Telecommunications  Law  provides  for substantial fines, the
suspension  of  service  and  other penalties for violations of the multicarrier
dialing  system.  The  routing  of  calls by a local telephone company to a long
distance  carrier  other  than  the  carrier  selected  by  the  end user or the
obstruction  or  delay of an interconnection between the local telephone carrier
and  any  long  distance  carrier  would  constitute  violations,  and the local
telephone  carrier  may  be  required to indemnify the provider of long distance
services  for  any  such  violations.

     Concessions.    The  Chilean  Telecommunications  Law  specifies  which
telecommunications  services  require  that  a  provider  obtain a concession or
permit  from  the  Ministry  of  Transportation  and  Telecommunications.  Such
concessions  or permits are granted by the Undersecretary of Telecommunications.
Concessions,  which may be granted only to entities constituted and domiciled in
Chile, are necessary to provide the following services, among others: (i) public
telecommunications services which are provided to satisfy the telecommunications
needs  of  the  general public and (ii) intermediate telecommunications services
which  are transmission and switching services offered by third parties to other
concession  holders  who  provide  public  telecommunications  services or other
services  to  end-users.  Permits,  which  are  granted  following  a simplified
procedure  and  may  have  a  shorter duration than concessions, are required to
provide  limited  services,  which are services necessary to satisfy specialized
needs  of  businesses  or other institutions, but do not entail carrying traffic
across  public  international  and  certain  telecommunications  networks.

     Concessions  and  permits are granted by the Chilean government for a fixed
term  which  is presently 30 years. These concessions and permits can be renewed
for  the same period if so requested by the concessionaire. However, because the
Company's  concession  was granted before the establishment of fixed terms, such
concession  is  deemed  to  be  indefinite in accordance with its terms and with
Transitory  Article  3  of such Law. Concessions and permits cannot be assigned,
transferred  or  leased without the prior authorization of the Undersecretary of
Telecommunications,  which  authorization  cannot  be  denied without reasonable
cause.

     Holders  of  concessions to provide public telecommunications services must
establish  and  accept interconnection with others, in accordance with technical
requirements  established by the Undersecretary of Telecommunications, to ensure
that  users have access to all public services. Concession holders may establish
their  own  systems  or  use  facilities  of  other  entities.

     Any telephone service outage must be corrected within 12 hours or users are
entitled  to  indemnification  and  the  concession  holder is subject to fines.

     The  Undersecretary of Telecommunications may suspend a concession holder's
service for up to thirty days for failure to comply with technical requirements,
which  action  may  be challenged in the courts within a term of five days as of
the  notification  to  the  holder  of  the  concession.

     The Chilean Telecommunications Law provides that holders of concessions and
permits  shall  have access, on equal economic and technical basis, to satellite
systems  and  international  cables.

     Existing  concessions  may  be terminated if the concession holder does not
fulfill  certain of its obligations, including: (i) fulfillment of the technical
framework  applicable  to the service; (ii) reiterative sanctions because of the
suspension  of  transmissions;  (iii)  nonpayment  of  a  fine  imposed  on  the
concession holder for more than 30 days; and (iv) the unauthorized change of any
of  the  essential  elements of the concession. The holder of the concession can
appeal  such  termination  to  the  Chilean  Supreme Court within ten days if it
believes  that  the  termination  was  illegal.

     Tariff  System.    Currently,  providers of domestic and international long
distance  services  are  subject  to  maximum  tariffs  fixed  by  the  Chilean
government.

     The  Company's  services are presently subject to maximum tariffs under the
Chilean  Telecommunications  Law. The Chilean government establishes the maximum
tariffs  of  regulated  services  by  using  a methodology that provides for the
recovery of investments and the costs of operations of such services, as well as
a profit based on the cost of capital. Under the Chilean Telecommunications Law,
the  structure, level and mechanism for indexing the affected services are fixed
every  five years by a joint decree issued by the Ministry of Transportation and
Telecommunications and the Ministerio de Economia, Fomento y Reconstruccion (the
"Ministry  of  the  Economy") on the basis of the incremental costs of providing
the  tariffed  service  in  each  geographical service area where the service is
provided, including capital costs taking into account the expansion plans of the
regulated  companies  over  the  five  year  period. In the absence of expansion
plans,  the  structure  and  level  of  rates  are  set on the basis of marginal
long-term  costs.  Maximum  tariffs  are established on the basis of an economic
model  that  relies  on the costs of an ideally efficient enterprise that offers
only  the service subject to tariff. The tariff for each service that is subject
to  tariff  regulation  reflects the theoretical cost components associated with
such  service.

     Tariffs  for  domestic  long  distance  telephone services must include the
prices of long distance transmission and switching as well as the price of local
telephone service. Tariffs for international long distance services must include
such  price  components as the price of domestic and international services, the
cost  of  access  to  the  local  network,  as well as the settlement costs with
foreign  correspondents.

     Providers of telecommunications services are prohibited from discriminating
among  similarly situated users in the price charged for tariffed services. Each
tariff  is subject to its own index, which is calculated using the prices of its
principal  components.  A  concessionaire  must  give  two  months notice to the
Subsecretaria  de  Telecomunicaciones (the Undersecretary of Telecommunications)
of  changes to the maximum tariff resulting from changes in the applicable index
(including  inflation  adjustments)  and  that tariff, upon readjustment, is the
maximum  price  that  users  may  be  charged  for  the  service.

     Because  the tariff-setting process takes place every five years, providers
of long distance services subject to tariff regulation have to prepare a special
study  for each regulated service included in their geographic concession areas.
The  purpose of the study is to calculate the total and marginal long-term costs
with  respect  to  each  such  service  and  to  determine  on the basis of such
calculation the structure and level of future tariffs. New tariff proposals must
be  presented  to the Ministries of Transportation and Telecommunications and of
Economy  180  days  prior  to  the end of each five-year period. The Company and
other  intermediate  service  providers  are  subject  to  the  maximum  tariffs
established  by  the  corresponding  authorities  for the principal intermediate
service  provider.

     Encaje  or  deposit  requirement.   Thirty percent of amounts borrowed from
abroad must be placed on deposit with the Central Bank for a period equal to the
average  term of the loan, with a minimum period of 90 days and a maximum period
of 1 year. These funds do not earn interest. In lieu of making this deposit, the
recipient  may  comply  with  the encaje through the purchase of special Central
Bank  promissory  notes  equal  to  30% of the principal, which the Central Bank
repurchases  on  the  same date, prior to deduction of an interest rate equal to
LIBOR  +  4%  for one year. In addition to the 30% deposit requirement, payments
made  by  a  Chilean  company on interest in connection with a loan by a foreign
shareholder  of  such  company  are  treated  as  dividends  for purposes of the
imposition  of  a  35%  withholding tax on the value of the payment of interest.

     Foreign  Investment  and  Exchange Controls.  Complete foreign ownership of
investments  in  Chilean  entities  is  possible  and there is no minimum period
within  which  the  foreign investments must remain in Chile. Foreign investment
capital  may  be  remitted  overseas  one  year  after  entering  Chile.

     The  Central Bank requires most transactions relating to foreign investment
to  be  effected  in  a  "formal"  currency  market.  Appropriate  approvals and
registrations  must  be  obtained  when  foreign  investment  capital enters the
country  to  ensure  the  right  to acquire foreign currency to pay for imports,
repatriate  capital  and  profits  and  pay  interest and capital due on foreign
currency  loans.

     Foreign investment capital may be remitted overseas one year after entering
Chile,  but  only from the proceeds of sale or liquidation of all or part of the
assets,  business,  shares  or  rights  representing  the  investment.  Capital
comprising  reinvested  profits  are  not  subject  to the one year restriction.

     Annual  profits  may  be remitted overseas at any time. Interim profits and
dividends can be remitted quarterly if supported by audited financial statements
and  permitted  by  the  foreign  investment  contract  with  the  government.

     Normally,  foreign currency required to repatriate capital and profits must
be  obtained  in  the local formal currency market. Certificates authorizing the
purchase of the foreign currency are issued by the Foreign Investment Committee,
normally  within  48  hours  in  the  case  of profits. Investors may be able to
operate  offshore  foreign  currency  accounts  which  may be used to repatriate
capital  profits  directly.

     The  Foreign  Investment Statute guarantees that restrictions applicable to
the  remittance  of  capital  and  profits will not be less favorable than those
applying  generally  to  the acquisition of foreign currency to pay for imports.

<PAGE>

TAXATION

  PERU

     The  tax  structure  of  Peru  is  composed of several broad based taxes, a
consumption  tax  on  certain products (e.g. gasoline), a general income tax, an
alternative  minimum  tax  based  on  a  business' assets, a property tax, and a
simplified import tariff. In addition, withholding taxes are imposed on interest
and  salary  income, and Peru has a recently expanded value added tax (VAT) that
covers  certain  products  and  services.

     Income  Tax.    Peruvian  corporations or foreign corporations domiciled in
Peru are subject to an income tax at a rate of 30% on the net income realized by
the  company  during  the  fiscal  year.  There  is no departmental, regional or
municipal  income  tax.

     Payment  of  Dividends.    Under  applicable  Peruvian law, amounts paid as
dividends  or  distributed  as  profits are not deemed to be taxable income and,
consequently,  are  not  subject  to  any  taxation.

     Extraordinary  Asset  Tax.   Peruvian corporations are subject to an annual
extraordinary  asset  tax calculated at a rate of 0.5% over the value of the net
assets  of  the corporation. The amount of the net extraordinary asset tax which
is  due  may  be  credited  against  the  corporation's  income  tax.

     Value  Added  Tax.   Peruvian corporations are subject to a value added tax
calculated  at  a  rate of 18% over the value of services rendered to customers,
goods  imported  into  Peru, sale of personal or real property and assignment of
fixed  assets  to  an affiliate. Companies are entitled to an off-setting credit
against  the  value  added  taxes  imposed  on  the sales of goods and services.

  CHILE

     Taxation.    Generally,  foreign investors and local businesses are treated
equally,  although foreign investors are given the benefit of certain fixed rate
tax  options which allow them to limit the impact of future adverse tax changes.

     To promote savings and investment, the income of business entities is taxed
in  two  stages,  initially  when  income is earned and finally when profits are
distributed  to  the  ultimate  business  owners.  The effective rate payable on
foreign investment profits remitted abroad is normally 35%, 15% being payable at
the  time  profits  are  earned  with  the  balance  due  on  payment  overseas.
Considerable  emphasis  is placed on indirect taxation through a 18% Value-Added
Tax  which  contributes  about  60%  of  fiscal  revenue.

     First  Category Income Tax, often referred to as the corporate tax, is paid
by  all  entities  on  accrued income from business operations at a rate of 15%.
Chile  has  a  fully  integrated  tax  system  allowing this corporate tax to be
credited  against  personal  income  taxes  payable  by  resident investors when
business  profits  are  withdrawn  by them or, in the case of foreign investors,
against  withholding  tax  payable  when  profits  are remitted overseas. Profit
distributions  received  by a resident business entity as an investor in another
business  entity  are  not  liable to tax until distributed to a non-business or
overseas  entity.

     Withholding  Tax.    Additional Withholding Income Tax of 35% is payable by
non-resident  individuals  and  entities  on  Chilean-source  business  income
withdrawn  or  remitted  overseas.  This  tax is withheld by the paying business
entity.

     The  15%  corporate  tax  is  allowed  as  a  credit against the Additional
Withholding  Income  Tax  payable.  As  a  result, the effective rate payable on
foreign investment profits remitted abroad is normally 35%, 15% being payable at
the  time  profits  are  earned  with  the  20% balance due on payment overseas.

     Withholding  tax  is  also  imposed on most other payments made abroad. For
example:

     1.  30%  for  royalty payments  and  patents,  license  and  similar  fees;

     2.  4%  for  interest  payments  to  a  foreign  or  international  banking
         institution  or  to  a  foreign  or international financial institution
         registered  with  the  Central  Bank  of  Chile.  A 35% rate applies to
         interest payments to all other entities;

     3.  35%  for  rental  payments,  this  rate  can  be  reduced  to 1.75% for
         equipment rental  payments;  and

     4.  20%  withholding tax applied to remuneration of foreign individuals not
         resident  in Chile for "technical assistance" or "engineering services"
         rendered in Chile or abroad.

        These rates can be increased to 80% for royalties or fees for technical
services  considered unproductive or unnecessary for the economic development of
the  country.  All  these  payments  are  tax deductible if necessary to produce
income.

     Thin  Capitalization  Rules.    Although  the  tax  regime  does not impose
restrictions  on  debt/equity ratios, the Foreign Investment Committee currently
limits  borrowing  levels when approving investments. The current debt to equity
ratio  is  70:30.

     Capital  Gains.    Gain recognized on the sale of shares will be subject to
both the First Category Income Tax and the Additional Withholding Income Tax, if
either (i) the foreign holder has held the shares for less than one year or (ii)
the  foreign  holder  acquired  and  sold  the  shares in the ordinary course of
business  or  as  an  habitual trader of shares. In all other cases, gain on the
sale  of  shares  will  be  subject  to  a  sole  15%  First  Category  Tax.

     For  purposes  of  determining  the capital gains on the disposition of the
shares  of  the  Chilean  companies, the tax basis will be the acquisition value
adjusted  by  the variation of the Chilean Consumer Price Index between the last
day  of  the  month  prior to the purchase of the shares and the last day of the
month  prior  to  the disposition of the shares. If the investment in the shares
has  been  made  through  DL  600,  upon  total  or  partial  liquidation of the
investment,  no  taxes will be applied on gains up to the U.S. dollar equivalent
of  the  foreign  investment.

     Income  Tax  Payment.    Chile  has a calendar tax year and returns must be
lodged by April 30 of the following year. Business entities are required to make
monthly  provisional  payments  of  corporate  tax  equal to a percentage of the
previous  month's  gross  revenue.  The percentage is determined by the ratio of
gross  revenue  to  First  Category  Income  Tax for the business entity for the
preceding  year.  Any further tax due must be paid on filing of the relevant tax
return.  Excess  tax  paid  is  recoverable  after  filing.

EMPLOYEES

     As  of  February 25, 1998, the Company had 128 full-time employees, of whom
approximately 32 are in Resetel, 34 are in FirstCom Networks, 57 are in FirstCom
Long  Distance  and  five  are  in  the  Company's  headquarters.  The Company's
employees  are  not  represented  by  any labor union. The Company believes that
relations  with  its  employees  are  good.

<PAGE>
                            GLOSSARY OF DEFINED TERMS

     ATM (Asynchronous Transfer Mode):  An information transfer standard that is
one  of  a  general class of packet technologies that relay traffic by way of an
address  contained within the first five bytes of a standard 53 byte-long packet
or  cell.  The  ATM  format  can  be used by many different information systems,
including  LANs,  to deliver traffic at varying rates, permitting a mix of data,
voice  and  video.

     Backbone:    Refers  to  the  major  fiber  cable  carrying the accumulated
transmissions  of  many  businesses  connected to a network system. Similar to a
water  main,  the backbone is the high volume conduit for transmissions input by
multiple  smaller  connections  (last-mile  connections)  from business offices.

     Bandwidth:    The range of frequencies that can be passed through a medium,
such as glass fibers, without distortion. The greater the bandwidth, the greater
the  information carrying capacity of such medium. For fiber optic transmission,
electronic  transmitting  devices  determine  the  bandwidth,  not  the  fibers
themselves.

     CAP  (Competitive  Access Provider):  A company that provides its customers
with  an  alternative  to  the  local  telephone  company for local transport of
private  line,  special  access  telecommunications services and switched access
services.  CAPs  are  also  referred  to  in  the industry as alternative access
vendors,  alternative  local  telecommunications  service  providers  (ALTS) and
metropolitan  area  network  providers  (MANs).

     Carrier's  carrier:    Refers to a telecommunications network that provides
wholesale  telecommunications  transmission  to  other  major telecommunications
networks  such  as  long  distance,  local  and  cellular  telephone  companies.

     Centrex:    Refers  to  the  switching  capability  provided by a telephone
company's  central  office  to a customer over telephone lines on a subscription
basis.  Centrex  allows a customer to receive such services as intra-office call
routing  and  voice mail from a telephone company's switch, thereby avoiding the
purchase  of  a  private  switch  known  as  PBX.

     CLEC  (competitive  local exchange carrier):  A company that provides local
exchange  services  in  competition  with  the incumbent local exchange carrier.

     CTC:    Compania  de  Telefonos  de Chile, S.A., the PTT of Chile which was
privatized  in  1987.

     Dedicated  lines:   Telecommunications lines reserved for use by particular
customers  along  predetermined  routes (in contrast to telecommunications lines
within  the  local  telephone  PTT's  public  switched  network).

     Digital:    Describes  a  method  of  storing,  processing and transmitting
information  through  the  use  of  distinct  electronic  or optical pulses that
represent  the  binary  digits  0  and  1.  Digital  transmission  and switching
technologies  employ  a  sequence  of  these pulses to represent information, as
opposed  to the continuously variable analog signal. The precise digital numbers
preclude  any  distortion  (such  as  graininess  or  snow, in the case of video
transmission,  or  static  or  other background distortion, in the case of audio
transmission).

     Drop  and insert:  Refers to a network's capability to share capacity among
users  without  dedicating  any  fiber  strand  to  a  single  end  user.

     Earth  station:    A  parabolic  antenna  and  associated  electronics  for
receiving  or  transmitting  satellite  signals.

     Enhanced  services:    Refers  to  private  line  services, and LAN and WAN
connectivity  services.

     Entel:    Empresa Nacional de Telefonos, S.A. Privatized in 1989, Entel has
historically been Chile's national long distance company. Under the Multicarrier
Agreement,  Entel  is  now  licensed  to provide all types of telecommunications
services  within  Chile.

     ESN  (Enhanced  Services  Network):    The  name  used  to  describe  the
communication  services  providing  digital  connectivity,  primarily  for  data
applications  via  frame  relay,  ATV,  or  digital  interexchange  private line
facilities.

     Fiber  optics:   Fiber optic technology involves sending laser light pulses
across glass strands in order to transmit digital information. Fiber optic cable
currently  is  the  medium  of  choice  for  the  telecommunications  and  cable
industries. Fiber is resistant to electrical interference and many environmental
factors  that  affect  copper  wiring  and  satellite  transmission.

     Frame  relay:    A  form  of data communications packet switching that uses
smaller  packets  and requires less error checking than traditional technologies
such  as  X.25 or SNA. Frame Relay is used in wide area networks to interconnect
LANs  and computer systems. Frame Relay was designed to operate at higher speeds
on  modern  fiber  optic  networks.

     Gateway  Switch:  A switch which is used to establish connection with other
carriers.

     GHz or Gigahertz:  A unit of frequency equal to one billion cycles or hertz
per  second.

     ILEC  (incumbent  local  exchange  carrier):    The name used to describe a
company  which  is  the  principal  local  exchange  carrier.

     Interconnection:    Interconnection  of  facilities  between or among local
exchange  carriers,  including  potential  physical collocation of one carrier's
equipment  in  the  other carrier's premises to facilitate such interconnection.

     ISP  (Internet  Service Provider):  The name used for those companies which
provide  its  subscribers  with  access  to  the  Internet.

     Internet:    The name used to describe the global open network of computers
that  permits  a  person  with  access  to  exchange  information with any other
computer  connected  to  the  network.

     LAN  (Local  Area Network):  Refers to the interconnection of computers for
the  purpose of sharing files, programs and printers. LANs may include dedicated
computers  or file servers that provide a centralized source of shared files and
programs.

     Last  mile:    A  shorthand  reference  to  the  last  section  of  a
telecommunications  path  to  the  ultimate  end-user  which may be less than or
greater  than  one  mile.

     LEC  (local  exchange  carrier):    A  company  providing  local  telephone
services.

     Long  distance  carriers  (interexchange carriers):  Long distance carriers
provide services between local exchanges on an interstate or intrastate basis. A
long  distance  carrier  may  offer  services  over its own or another carrier's
facilities.

     Long  exchange  services:    Services  provided  within  a  geographic area
determined  by  the  appropriate  state  regulatory  authority  which  calls are
transmitted  without  toll  charges  to  the  calling  or  called  party.

     Ministry of Transportation and Telecommunications:  Chile's government body
which,  through  the  Undersecretariat of Telecommunications, is responsible for
regulating  and  registering  all telecommunications equipment and services. Its
role  is  equivalent  to  that  of  the Federal Communications Commission in the
United  States.

     Ministry  of Transportation, Communications, Housing and Construction:  The
Peruvian government entity with the authority to regulate telecommunications and
with  the  authority  to  grant  concessions and licenses for telecommunications
service  providers  such  as  the  Company.

     Multicarrier  Agreement:    The  legislation  passed by Chile's Ministry of
Telecommunications  in  1994  which  opens  Chile's  long  distance  market  to
competition while temporarily limiting the market share in that market which may
be  held  by  the  CTC.

     Node:    Devices  on  a  network  that  demand  or supply services or where
transmission  paths  are  connected.

     PBX  (private  branch  exchange):   A customer owned and operated switch on
customer  premises,  typically  used by large businesses with multiple telephone
lines.

     PDH  (Plesiochronous  Digital Hierarchy):  Refers to a digital transmission
system  that  operates as a Time Division Multiplexing (TDM) system by combining
multiple  signals  of 2 Mbit/s through the use of a multiplexor that operates by
adding  "dummy"  bits (otherwise known as justification bits). The justification
bits  are recognized as such when multiplexing occurs, and discarded as original
signals.  This  process  is  known  as  plesiosynchronous  operation. The use of
plesiosynchronous  operation  has  led  to  the  adoption  of  the  term
plesiosynchronous  digital  hierarchy,  or  PDH.

     POPs  (points  of  presence):   Locations where a long distance carrier has
installed  transmission  equipment  in  a service area that serves as, or relays
calls  to,  a  network  switching  center  of  that  long  distance  carrier.

     PTT  (Public  Telephone  and  Telegraph):   A government or privately-owned
monopoly  carrier  of  telecommunications  services  or having a dominant market
share  such  as  CTC.            Private  Line:   Refers to a private, dedicated
telecommunications  connection  between  different  locations  (excluding  long
distance  carriers'  POPs).

     Public  switched network:  Refers to traditional public (not dedicated) LEC
networks  that  switch  calls  between  different  customers.

     Redundant  electronics:   Describes a telecommunications facility using two
separate electronic devices to transmit the telecommunications signal so that if
one  device  malfunctions,  the  signal  may  continue  without  interruption.

     Right-of-way:    Rights  negotiated  with the appropriate entity, such as a
utility  company  or  transportation  agency,  to secure access to poles, ducts,
conduits  or  subway  tunnels,  as  the  case may be, to install the fiber optic
lines.

     Switch:    A  device  that opens or closes circuits or selects the paths or
circuits to be used for transmission of information. Switching is the process of
interconnecting  circuits  to  form  a  transmission  path  between  users.

     Switched  services:    Refers  to  transportation of switched traffic along
dedicated  lines  between  the local telephone company's central offices and the
long  distance  carrier's  POPs.

     Teleport:    Refers  to  a  facility  capable of transmitting and receiving
satellite  signals  for  other  users.


ITEM  2.    DESCRIPTION  OF  PROPERTY

     The  Company's  corporate  offices  are located at 2600 Douglas Road, Suite
501,  Coral  Gables,  Florida.  These  offices  are  occupied under a lease that
expires  on  November  30,  1998  (the  "ICCA Lease") at a rent of approximately
$3,000  per  month.  The  ICCA  Lease  does  not  specify the conditions for its
renewal,  but  the Company believes that the current lease may be renewed for an
additional  one year term without unreasonable effort or additional expense. The
Company's  offices  in  Santiago,  Chile  are occupied under leases which expire
through  September 2006, at a total rent of approximately $14,000 per month. The
Company's  offices in Lima, Peru are occupied under a two year lease terminating
on  October  14,  1998  at a rent of approximately $3,500 per month. The Company
believes  that  its  current  facilities,  together with other contiguous rental
space,  are  adequate  to  provide  for  its  current needs and that its current
facilities and planned lease of replacement facilities in Chile will be adequate
for  its  current  and  anticipated  needs  and  anticipated  growth.


ITEM  3.    LEGAL  PROCEEDINGS

     The  Company  is  not  a  party  to  any  material  legal  proceedings.


ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None.

                                     PART II

ITEM  5.    MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     The  Company's  Common   Stock  is  traded  on  the Nasdaq Small Cap Market
("Nasdaq")    (ticker    symbol:    ICCA).

         The  Common  Stock  was  traded  over-the-counter and quoted on the OTC
bulletin  board  between June 1994 and November 1996.  The Common Stock has been
listed  and  traded  on  Nasdaq  since  November  1996.

         The following table sets forth,  for two most recent fiscal years,  the
high  and  low  closing  prices  of  the  Common  Stock:

<TABLE>
<CAPTION>

PERIOD               HIGH     LOW
<S>                  <C>      <C>
First Quarter 1996   $ 3.38   $ 0.94
Second Quarter 1996    7.12     3.00
Third Quarter 1996     5.88     4.25
Fourth Quarter 1996    5.13     2.13

First Quarter 1997   $ 3.50   $ 1.88
Second Quarter 1997    3.25     1.44
Third Quarter 1997     3.44     2.06
Fourth Quarter 1997    4.00     1.56
</TABLE>

DIVIDENDS

     The Company has never declared or paid any  dividends  on the Common Shares
and  does  not   presently  intend to pay  dividends on the Common Shares in the
foreseeable    future.    The   Company's  Board of Directors  intends to retain
future  earnings,  if any,  to finance  the  development  and  expansion  of its
business.   In addition, the indenture relating to the Senior Notes limits, and,
for  the    foreseeable    future,   effectively  prohibits,  the ability of the
Company  to  declare  or  pay  cash  dividends.

NUMBER  OF  SHAREHOLDERS

         As  of  February  25,  1998,  there  were 400 holders  of record of the
Company's  Common  Stock.


ITEM  6.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
            RESULTS  OF  OPERATIONS

     The  following  discussion  and analysis should be read in conjunction with
the  Company's consolidated financial statements and the notes thereto appearing
elsewhere  in  this  document.

OVERVIEW

General

    The Company is a new provider of high bandwidth integrated telecommunication
services  to  high  volume  users  through state of the art fiber optic networks
located  in Santiago, Chile and Lima, Peru. The Company began development of its
networks  in  Chile  and Peru in 1994 and 1996, respectively. As of December 31,
1997,  the Company had (i) constructed a 120 kilometer fiber optic network which
extends  through  most of Santiago's downtown business district and the outlying
industrial and airport corridor and (ii) completed construction of 90 kilometers
of  its  fiber  optic  network  in  Lima.  The  Lima network, when completed, is
expected to be approximately 230 kilometers in length and will extend throughout
the  major  commercial  and  industrial  districts of Lima, and the port city of
Callao.

     The  Company  has  historically  operated  as  a  Latin  American
telecommunications development stage company, which has developed its operations
in Latin America through the acquisition of holding and operating companies that
own  licenses,  concessions  or rights-of-way in what the Company believes to be
attractive  markets.  The  following table sets forth the name, principal market
and  date  of  acquisition  of  each  entity  acquired  by  the  Company.

<TABLE>
<CAPTION>

NAME                                                          MARKET   DATE OF ACQUISITION
<S>                                                          <C>       <C>
Hewster Servicios Intermedios, S.A. ("HSI") . . . . . . . .  Santiago  July 15, 1994
Visat, S.A. ("Visat") . . . . . . . . . . . . . . . . . . .  Santiago  September 23, 1994
Red de Servicios Empresariales de Telecomunicaciones, S.A.
  ("Resetel") . . . . . . . . . . . . . . . . . . . . . . .  Lima      May 7, 1996
Hewster, S.A. ("HSA "). . . . . . . . . . . . . . . . . . .  Santiago  July 31, 1996
Iusatel Chile,  S.A. ("Iusatel"). . . . . . . . . . . . . .  Santiago  December 17, 1997
</TABLE>

     FirstCom  Networks  (HSI and HSA were combined to operate under the name of
Hewster Chile, S.A. and subsequently FirstCom Networks, S.A.) currently provides
businesses  in Santiago with high quality voice and data communications services
on  a  private line basis, including local area network interconnections, remote
terminal  access,  PBX to PBX connections, remote printing capabilities and high
speed  access  to the Internet through arrangements with a Chilean based ISP and
private  line  based  services.  In  addition,  FirstCom  Networks  provides its
customers  with  local  and wide area network design, engineering, installation,
systems  integration  and support services.  Visat is a Chilean corporation that
holds  a  government  concession  to  provide  intermediate  telecommunications
services,  including the installation and operation of a network of 12 satellite
earth  stations  and  a  switch  throughout  Chile,  which allows the Company to
transmit  either  "C"  or "KU" bands for satellite communications and broad band
distribution. Resetel is a Peruvian corporation that holds a concession to build
and  operate  a fiber-optic telecommunications network in Lima and Callao, Peru.
FirstCom  Long  Distance  (formerly  Iusatel)  is  a  Chilean  corporation which
provides  domestic  and  international  long  distance  services.  FirstCom Long
Distance's  long  distance traffic is switched and transported, in part, through
its  own  gateway  switch  and  satellite  earth  station,  as  well  as through
interconnections  with other Chilean long distance carriers.  FirstCom Networks,
Visat,  Resetel  and FirstCom Long Distance are wholly-owned subsidiaries of the
Company.

     To date, the majority of the Company's revenues have been generated through
systems  integration  and  consulting  fees  provided  by the Company's FirstCom
Networks  operations.  With  the  proceeds of the Company's Senior Note Offering
completed in October 1997, the Company anticipates that it will have the capital
necessary  to  complete  and  leverage  its  networks  to  provide  significant,
sustainable network-based telecommunications revenues. Due to the changing scope
of  its  operations,  the Company believes that its historical operating results
and  statistics  may  not be indicative nor representative of future results and
statistics.

Sales

     Today,  the Company derives its sales primarily from long distance services
provided  by  FirstCom  Long Distance and services provided by FirstCom Networks
including  voice  and  data communications services on a private line basis, and
local and wide-area network design, engineering, systems integration and support
services.  The Company expects sales to increase significantly over the next few
years  due to the recent acquisition of FirstCom Long Distance and the continued
expansion  of  its  operations.

Costs  of  Sales

     Cost  of  sales  include both the cost of services provided and the cost of
equipment  sold.  Today,  cost  of  sales  relate  principally  to the Company's
operations  in  Chile.  Such  costs  of  services  include  payments under lease
agreements  to  install  and  operate  the  Company's fiber optic network in the
Santiago  subway  system. The lease agreement requires payments based on monthly
invoicing  of  the  Company, subject to minimum amounts. The Company anticipates
that  the  cost  of  sales  will  increase with the expansion of its operations.
However,  as  a  percentage  of  sales, the Company anticipates that the cost of
sales  will  decrease  over  time  as  a  result  of  economies  of scale in its
operations.

Selling,  General  and  Administrative  Expenses

     Selling,  general  and  administrative  expenses  consist  principally  of
compensation  expense,  professional  fees,  consulting  services, travel costs,
office  rent and other general corporate expenses. As the Company's subsidiaries
expand their operations, complete construction of their fiber optic networks and
add  new customers, the Company expects a larger portion of selling, general and
administrative  expenses  to  be  incurred  at the subsidiary level. The Company
expects selling, general and administrative expenses to increase over time as it
continues  to  expand  its  operations.  However,  selling,  general,  and
administrative  expenses  as  a percentage of sales is expected to decrease over
time  with  the  expansion of the Company's operations, although during the next
several  years  such costs could represent a higher percentage of sales compared
to  historical  amounts,  as  the  Company funds the infrastructure necessary to
enhance  sales  in  the  future.

Depreciation  and  Amortization

     The  Company  depreciates  its  property and equipment over their estimated
useful  lives,  which  approximate  twenty  years  for its fiber optic networks.
Intangible  assets  acquired  in  the  acquisition  of  FirstCom  Long Distance,
FirstCom  Networks and Visat are being amortized over ten years. The concessions
purchased  in  the acquisitions of Resetel and FirstCom Long Distance  are being
amortized  over  their  estimated  useful  lives  of  twenty  years. The Company
believes  that  depreciation and amortization will continue to increase with the
expansion  of  its  operations.

Interest  Expense

     The  Company  currently  incurs  interest expense on the outstanding Senior
Notes,  capital  leases  and  also  incurred  interest  and  related  expenses
attributable  to convertible debentures and bridge notes that were issued during
the year ended December 31, 1997.  Interest expense has been reduced for amounts
capitalized  related to the Company's construction of its fiber optic  networks.

     Interest  costs  reported  with  respect  to  the  company's  convertible
debentures  include  interest  expense  related  to  the  stated  coupon rate of
interest,  the  value  attributable to the ability of the holders to convert the
debentures  at a share price less than the closing bid price (as reported by the
Nasdaq SmallCap Market) at time of conversion ("beneficial conversion features")
and  amortization  of  (i)  deferred  financing  costs  and  (ii) original issue
discounts  related  to  detachable  warrants.  The  value  attributable  to  the
beneficial conversion features has been expensed at date of issuance because the
agreements  could allow holders of the Convertible Debentures to convert at that
date.  As  a  result,  for the year ended December 31, 1997 the Company incurred
noncash  interest  cost  of $466,000 related to the fair value of the beneficial
conversion  features.

     Interest  expense  for  the  year  ended  December  31,  1997 also includes
non-cash  costs  of  $852,000  related  to the value of 300,000 shares of Common
Stock  issued  to an individual for certain financial assistance provided to the
Company.

     The  Company  expects  interest  expense  to  increase significantly in the
future  due  to  the  interest  payable  on  the  Senior  Notes.

Income  Taxes

     The  Company  is subject to federal, state and foreign income taxes but has
incurred no liability for such taxes due to net operating losses incurred. These
net  operating  losses  could  be  used  to  offset  future  taxable income. The
Company's  net  deferred  tax  assets,  which  result  primarily from the future
benefit of these net operating losses, are fully offset by a valuation allowance
for  the  same  amount  because  of  the  uncertainty  surrounding  the  future
realization  of  these net operating loss carryforwards. However, as the Company
expands  its  fiber  optic  networks  in  Chile and Peru, the Company expects to
generate taxable income. Certain tax benefits could expire prior to the time the
Company  generates  taxable  income.

RESULTS  OF  OPERATIONS

Year  Ended  December  31,  1997  Compared  to  Year  Ended  December  31,  1996

     Sales.  The Company's sales were $1,130,000 for the year ended December 31,
1997 as compared to $652,000 for the year ended December 31, 1996. This increase
of  approximately  $478,000, was attributable to the inclusion of a full year of
FirstCom  Networks'  operations,  as  compared  to  five  months  in  1996.

     Cost  of Revenues.  The Company's cost of revenues, relating principally to
the  Company's  operations  in Chile, was $1,203,000 for the year ended December
31,  1997  as  compared  to  $958,000 for the year ended December 31, 1996. This
increase  of  approximately  $245,000,  was attributable to services provided by
FirstCom  Networks.

     Selling,  General  and  Administrative  Expenses.    The Company's selling,
general  and administrative expenses were $5,265,000 for the year ended December
31,  1997  as  compared to $3,272,000 for the year ended December 31, 1996. This
increase  of approximately $1,993,000, was primarily attributable to an increase
in  corporate  expenses  related  to  salaries,  professional  fees  and  travel
attributable  to  the ongoing support of the Company's subsidiary operations, as
well  as  corporate  development opportunities, and expenses attributable to the
Company's  Resetel and FirstCom Networks subsidiaries which were acquired by the
Company  in  May  and  July  1996,  respectively.

     Common  Stock  and  Stock  Option  Compensation.  This  expense is directly
attributable  to the value of shares of Common Stock and stock options issued to
certain  officers  and  former  directors  of  the  Company  during  1997.

     Depreciation and Amortization.  The Company's depreciation and amortization
expenses  were  $967,000  for  the  year  ended December 31, 1997 as compared to
$706,000  for  the  year  ended December 31, 1996. This increase of $261,000 was
primarily  attributable  to  an  increase in amortization expense related to the
intangible  assets  purchased  in  the  acquisitions  of  Resetel  and  FirstCom
Networks.

     Interest  Expense.    The Company's interest expense was $5,934,000 for the
year ended December 31, 1997 as compared to $246,000 for the year ended December
31,  1996.  This  increase  of  approximately  $5,688,000  was due to additional
financing  costs  related  to  the  Senior  Notes,  the  issuance of convertible
debentures  in February and May 1997 and the non-cash charge of $852,000 related
to  the  value  of  300,000  shares  of common stock issued to an individual for
certain  financial  assistance  provided  to the Company.  Of the total interest
costs  incurred by the Company for the year ended December 31, 1997, $712,000 of
such costs were capitalized in connection with the Company's construction of its
fiber  optic  network  in  Lima,  Peru.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Since  inception,  the  Company  has  been  primarily  engaged  in start-up
activities  requiring  substantial  expenditures.  Consequently, the Company has
reported losses from operations, before interest, of approximately $2.5 million,
$4.4  million  and $10.9 million for the years ended December 31, 1995, 1996 and
1997,  respectively.    In  addition,  the  Company  has  reported  cash used in
investing  activities  of  approximately  $1.2  million,  $3.0  million and $8.6
million for the years ended December 31, 1995, 1996 and 1997, respectively. Cash
used  in  investing activities related primarily to the purchase of property and
equipment  and  the  acquisitions  of Visat, FirstCom Networks and FirstCom Long
Distance. Further development of the Company's business and the expansion of its
fiber  optic  networks,  service  offerings  and  customer  base  will  require
significant  additional  expenditures, and the Company expects that it will have
significant  operating losses and net cash outflows from operating and investing
activities  in  the  foreseeable  future.

     Since  inception,  the  Company  has  funded  its  cash  needs  through  a
combination  of  private  equity  and  debt  placements.

     On  October  27,  1997, the Company consummated the Senior Note Offering of
150,000  Units  consisting of an aggregate of $150.0 million aggregate principal
amount  of  14% Senior Notes due October 27, 2007 and 5,250,000 Unit Warrants to
purchase 5,250,000 shares of Common Stock of the Company at an exercise price of
$4.40  per  share.  The  Unit Warrants entitle the holders thereof to acquire an
aggregate  of 5,250,000 shares of Common Stock, representing approximately 15.2%
of  the  Common  Stock of the Company on a fully diluted basis as of the date of
the consummation of the Senior Note Offering (assuming full vesting and exercise
of  all  options  and warrants outstanding at November 14, 1997), at an exercise
price of $4.40 per share. In addition, UBS Securities LLC, the initial purchaser
of  the  Units  in  the  Senior Note Offering, was granted 2,250,000 warrants to
acquire  2,250,000 shares of Common Stock of the Company at an exercise price of
$4.40  per  share.

     The  net  proceeds  to  the  Company  from  the  Senior  Note Offering were
approximately  $142.5  million,  after  deducting  the underwriting discount and
offering  expenses.    Approximately  $57.3 million of the proceeds were used to
purchase  a  portfolio of securities that was deposited in escrow for payment of
interest  on  the  Senior  Notes  through  October  27,  2000 and, under certain
circumstances,  as  security  for  repayment  of  principal of the Senior Notes.
During  November  and  December of 1997 the Company used the net proceeds of the
Offering  as  follows:  (i)  $5.9  million  for the acquisition of FirstCom Long
Distance; (ii) $4.3 million for the purchase of telecommunications equipment and
the  repayment of its subsidiaries liabilities; (iii) $2.6 million to settle all
of  the  Company's outstanding obligations related to convertible debentures and
(iv)  $975,000  to  repay  certain bridge notes.  The Company expects to use the
remaining  proceeds  primarily  to  expand  and  operate  the  Company's
telecommunications  businesses  in  Peru  and  Chile.

     A  summary  of  the Company's value of Common Stock issued and Common Stock
and Common  Stock  equivalents  outstanding  as of December 31, 1997 and the pro
forma  effect  of  the  exercise  of  such  Common  Stock  equivalents  and  the
concurrent inflows  of  capital  follows:

<TABLE>
<CAPTION>

                          ACTUAL  AT          STOCK  OPTIONS  AND  WARRANTS  OUTSTANDING     INCREMENTAL
                         DECEMBER 31,      MANAGEMENT       SENIOR NOTE     OTHER OPTIONS        PRO-
                             1997       AND DIRECTORS(3)   WARRANTS (4)   AND WARRANTS (5)    FORMA (6)
                         -------------  -----------------  -------------  -----------------  ------------
<S>                      <C>            <C>                <C>            <C>                <C>
SHARES OF COMMON STOCK.     19,084,300          4,995,000      7,500,000          3,195,171    15,690,171

VALUE OF COMMON STOCK .  $  26,906,000  $      15,211,514  $  33,000,000  $       6,927,362  $ 55,142,071
ISSUED (1)

PER SHARE(2). . . . . .  $        1.41  $            3.05  $        4.40  $            2.17  $       3.51
<FN>
   (1)  Represents the proceeds from the Company's issuance of Common Stock and Common Stock equivalents,
        and  is  comprised  of  par  value  and  additional  paid  in  capital.
   (2)  Represents  the  amount  in  (1)  per  share  of  Common  Stock.
   (3)  Represents the incremental impact on the Company's value of Common Stock issued upon the exercise
        of all stock options (vested and not vested) held by the Company's management and directors as of
        December  31,  1997.
   (4)  Represents the incremental impact on the Company's value of Common Stock issued upon the exercise
        of  all warrants (vested and not vested) that were issued in connection with the Senior Notes and
        are  outstanding  as  of  December  31,  1997.
   (5)  Represents the incremental impact on the Company's value of Common Stock issued upon the exercise
        of  all  other  stock options and warrants (vested and not vested) outstanding as of December 31,
        1997  (includes  1,865,000  stock  options  issued  to  former  officers  and  directors).
   (6)  Represents  the  combined  incremental  impact  of  (3),  (4)  and  (5)  above.
</TABLE>

<PAGE>

     As  part  of  its  business  strategy,  the  Company intends to continue to
evaluate  potential  acquisitions,  joint  ventures  and  strategic alliances in
companies  that  own  existing  networks or companies that provide services that
complement the Company's existing businesses.  The Company continues to consider
potential acquisitions from time to time.  New sources of capital such as credit
facilities  and  other borrowings, and additional debt and equity issuances, may
be  used  to  fund  such  acquisitions  and  similar  strategic  investments.

     As  a  result  of  the Senior Note Offering , the Company has become highly
leveraged  and  has substantial debt service requirements.  In addition, in each
year  since  its  inception  the  Company  had  net  losses  from operations and
therefore  had  insufficient  earnings to cover its fixed charges. The Company's
annual  interest  obligations  under  the Senior Notes substantially exceeds the
Company's  net  income.

     The  ability  of the Company to make scheduled payments with respect to its
indebtedness,  including  interest  on  the Senior Notes after October 27, 2000,
will  depend upon, among other things, (i) its ability to implement its business
plan, and to expand its operations and to successfully develop its customer base
in  its  target markets, (ii) the ability of the Company's subsidiaries to remit
cash  to  the  Company  in  a  timely  manner  and  (iii)  the  future operating
performance  of the Company and its subsidiaries. Each of these factors is, to a
large  extent, subject to economic, financial, competitive, regulatory and other
factors,  many  of  which  are beyond the Company's control. The Company expects
that  it  will  continue to generate cash losses for the foreseeable future. The
Company  has  deposited  in  escrow  funds  representing  interest payments with
respect  to the Senior Notes through October 2000.  However, no assurance can be
given  that the Company will be successful in developing and maintaining a level
of  cash  flow  from operations sufficient to permit it to pay the principal of,
and  the  interest  on  the Senior Notes after such time, or with respect to its
other  indebtedness.  If  the Company is unable to generate sufficient cash flow
from  operations to service its indebtedness, including the Senior Notes, it may
have  to  modify  its growth plans, restructure or refinance its indebtedness or
seek  additional  capital.  There  can  be  no  assurance  that (i) any of these
strategies  can  be  effected  on satisfactory terms, if at all, in light of the
Company's  high  leverage  or  (ii)  any  such  strategy  would yield sufficient
proceeds  to service the Company's indebtedness, including the Senior Notes. Any
failure  by  the  Company  to satisfy its obligations with respect to the Senior
Notes  at  maturity  or  prior  thereto  would  constitute  a  default under the
Indenture  and could cause a default under other agreements governing current or
future  indebtedness  of  the  Company.

     Substantially  all of the Company's assets are held by its subsidiaries and
substantially  all  of  the  Company's sales are derived from operations of such
subsidiaries.  Future  acquisitions  may  be  made  through  present  or  future
subsidiaries  of  the  Company.  Accordingly,  the  Company's ability to pay the
principal  of,  and  interest  and  liquidated damages, if any, when due, on the
Senior  Notes  is  dependent  upon  the  earnings  of  its  subsidiaries and the
distribution  of  sufficient  funds  from  its  subsidiaries.  the  Company's
subsidiaries  will  have  no  obligation, contingent or otherwise, to make funds
available  to  the  Company  for  payment  of the principal of, and interest and
liquidated damages on, if any, the Senior Notes. In addition, the ability of the
Company's  subsidiaries  to  make  such  funds  available  to the Company may be
restricted  by  the terms of such subsidiaries' current and future indebtedness,
the  availability  of  such  funds  and the applicable laws of the jurisdictions
under  which  such  subsidiaries  are  organized.  Furthermore,  the  Company's
subsidiaries  will  be  permitted  under  the  terms  of  the Indenture to incur
indebtedness that may severely restrict or prohibit the making of distributions,
the  payment  of  dividends  or  the making of loans by such subsidiaries to the
Company. The failure of the Company's subsidiaries to pay dividends or otherwise
make  funds  available  to the Company could have a material adverse effect upon
the  Company's  ability  to  satisfy its debt service requirements including its
ability  to  make  payments  on  the  Senior  Notes.

In  addition  to  the  deposit of a portion of the proceeds from the Senior
Note  Offering  to  fund  interest  payments on the Senior Notes through October
2000,  the  Company  deposited  $62 million of the proceeds from the Senior Note
Offering  in a separate account under a trustee's control pending application of
such  funds by the Company for the payment of, as such terms are defined in  the
Indenture: (a) Permitted Expenditures; (b) in the event of  a Change in  Control
of the Company, the Change in Control Payment and (c) in the event of a  Special
Offer to Purchase, or a Special Mandatory Redemption, the purchase or redemption
price in connection therewith.

     The Company believes the net proceeds from the Senior Note Offering will be
sufficient  to  satisfy  the  Company's liquidity needs through the end of 1999;
however,  there  can  be  no  assurance  that  the  Company will have sufficient
resources  to  meet  its  subsequent  liquidity  requirements.

     To  accelerate  its  growth  rate and to finance the launch or build-out of
additional  markets,  the Company will consider obtaining financing from various
sources,  including  vendor  financing  provided by equipment suppliers, project
financing from commercial banks and international agencies, bank lines of credit
and  the  sale  of equity and debt securities. To the extent that the Company or
any  of  its subsidiaries issues debt, its leverage and debt service obligations
will  increase. There can be no assurance that the Company will be able to raise
such  capital  on  satisfactory  terms,  if  at  all. In addition, the Indenture
related  to  the  Senior  Notes  will  limit  the ability of the Company and its
subsidiaries  to  incur  additional  indebtedness.

INFLATION  AND  EXCHANGE  RATES

     Inflation  and exchange rate variations may have substantial effects on the
Company's  results of operations and financial condition. Generally, the effects
of  inflation  in  many Latin American countries, including Chile and Peru, have
been offset in part by a devaluation of the local countries' currencies relative
to the U.S. dollar. Nevertheless, the devaluation of each country's currency may
have  an  adverse  effect  on  the  Company.

     A  substantial  portion of the Company's purchases of capital equipment and
interest  on  the  Senior Notes is payable in U.S. dollars. To date, the Company
has  not  had  significant  foreign  currency  exposure  with  third parties and
generally  intends  to  be  paid  for  its  services in U.S. dollars or in local
currencies  with  a pricing adjustment that is structured to protect the Company
against the risk of fluctuations in exchange rates. However,  a portion of sales
to  customers  of  the  Company  will  be  denominated  in local currencies, and
substantial  or  continued  devaluations in such currencies relative to the U.S.
dollar  could  have a negative effect on the ability of customers of the Company
to absorb the costs of devaluation. This could result in the Company's customers
seeking to renegotiate their contracts with the Company or, failing satisfactory
renegotiation,  defaulting  on  such  contracts.

     In  addition,  from time to time, Latin American countries have experienced
shortages  in  foreign  currency  reserves  and  restrictions  on the ability to
expatriate  local earnings and convert local currencies into U.S. dollars. Also,
currency  devaluations  in  one  country  may  have  adverse  effects in another
country,  as  in  late 1994 and 1995, when several Latin American countries were
adversely  impacted  by  the devaluation of the Mexican peso. Any devaluation of
local  currencies  in the country where the Company operates, or restrictions on
the  expatriation  of  earnings  or  capital  from  such countries, could have a
material  adverse  effect  on  the business, results of operations and financial
condition  of  the  Company.

NET  OPERATING  LOSS  CARRYFORWARDS

     At  December  31,  1997,  the Company had net operating loss carry forwards
("NOLs")  of  approximately  $16.1  million  for  U.S.  income  tax purposes and
approximately $21.3 million for foreign income tax purposes. These carryforwards
are  available  to  offset  future  taxable  income, if any, and expire for U.S.
income  tax  purposes in the years 2007 through 2012.  The foreign net operating
loss  carryforwards  related  to  (1)  Peru,  $665,000, expire in the years 2000
through  2001  and  (2)  to  Chile,  $20.6  million,  do  not  expire.

EFFECTS  OF  NEW  ACCOUNTING  STANDARDS

     During  June  1997,  the FASB issued SFAS No. 130, "Reporting Comprehensive
Income"  and  SFAS  No.  131  "Disclosures  About  Segments of an Enterprise and
Related  Information"  effective for fiscal years beginning after December 1997.
Management  does  not  expect  Statements  No. 130 and 131 to have a significant
impact  on  the  Company's  reporting  and  disclosure  requirements  in  1998.

     Statement  No.  130  establishes  standards  for  reporting  and display of
comprehensive  income  and its components (revenues, expenses, gains and losses)
in  a  full  set  of  general-purpose  financial  statements.  Statement No. 131
establishes  standards  for  the  way  that  public  business enterprises report
information about operating segments in annual financial statements and requires
that  those  enterprises report selected information about operating segments in
interim  financial  reports  issued  to  shareholders.

<PAGE>

ITEM  7.    FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                          INDEX TO FINANCIAL STATEMENTS

                                                              PAGE
<S>                                                           <C>
INTERAMERICAS COMMUNICATIONS CORPORATION
     Report of Independent Certified Public
      Accountants. . . . . . . . . . . . . . . . . . . . . .  F-2
     Consolidated Balance Sheets as of December 31, 1996 and
      1997 . . . . . . . . . . . . . . . . . . . . . . . . .  F-3
     Consolidated Statements of Operations for the years
      ended December 31, 1995, 1996 and 1997 . . . . . . . .  F-4
     Consolidated Statements of Stockholders' Equity for the
      years ended December 31, 1995, 1996 and.1997 . . . . .  F-5
     Consolidated Statements of Cash Flows for the years
      ended December 31, 1995, 1996 and 1997 . . . . . . . .  F-6
     Notes to Consolidated Financial Statements. . . . . . .  F-7

</TABLE>
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To  the  Board  of  Directors  and  Stockholders
of  InterAmericas  Communications  Corporation

     In  our  opinion,  the  accompanying  consolidated  balance  sheets and the
related  consolidated  statements  of operations and stockholders' equity and of
cash  flows  present fairly, in all material respects, the financial position of
InterAmericas  Communications  Corporation  and its subsidiaries at December 31,
1997 and 1996, and the results of their operations and their cash flows for each
of  the  three  years  in the period ended December 31, 1997, in conformity with
generally  accepted  accounting  principles.  These financial statements are the
responsibility  of the Company's management; our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based on our audits. We
conducted  our  audits of these statements in accordance with generally accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,  assessing  the
accounting  principles  used  and  significant estimates made by management, and
evaluating  the  overall  financial  statement presentation. We believe that our
audits  provide  a  reasonable  basis  for  the  opinion  expressed  above.

     As described in  Note 4, during 1996 and 1995, the Company  had significant
transactions  and  relationships  with  related  parties.  Because  of  these  
relationships, it is possible that  the terms of  these  transactions may not be
the same  as those that would result from transactions  among  wholly  unrelated
parties.

/s/  Price Waterhouse LLP
----------------------
Price Waterhouse LLP

Miami,  Florida
March  2,  1998

<PAGE>

<TABLE>
<CAPTION>
                    INTERAMERICAS COMMUNICATIONS CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                  (THOUSANDS OF US DOLLARS, EXCEPT SHARE DATA)


                                                               DECEMBER 31,
                                                           --------------------
                                                             1996       1997
                                                           ---------  ---------
<S>                                                        <C>        <C>
ASSETS

Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . .  $    723   $ 13,705 
  Restricted cash . . . . . . . . . . . . . . . . . . . .         -     59,659 
  Restricted investments. . . . . . . . . . . . . . . . .         -     20,404 
  Accounts receivable, net of allowance of $168 in 1997 .       113      2,367 
  Prepaid expenses and other current assets . . . . . . .       491      1,208 
                                                           ---------  ---------
          Total current assets. . . . . . . . . . . . . .     1,327     97,343 

Restricted investments. . . . . . . . . . . . . . . . . .         -     37,488 
Telecommunications networks, net. . . . . . . . . . . . .     3,956      9,348 
Intangible assets, net. . . . . . . . . . . . . . . . . .     5,029     10,881 
Deferred financing costs. . . . . . . . . . . . . . . . .        42     14,971 
                                                           ---------  ---------
          Total assets. . . . . . . . . . . . . . . . . .  $ 10,354   $170,031 
                                                           =========  =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . .  $    299   $  4,023 
  Accrued interest. . . . . . . . . . . . . . . . . . . .        83      3,797 
  Other accrued expenses. . . . . . . . . . . . . . . . .       591      1,709 
  Due to related parties. . . . . . . . . . . . . . . . .       416        263 
  Lease obligations, current. . . . . . . . . . . . . . .       114        313 
  Other current liabilities . . . . . . . . . . . . . . .       323        322 
                                                           ---------  ---------
          Total current liabilities . . . . . . . . . . .     1,826     10,427 

Senior notes, net . . . . . . . . . . . . . . . . . . . .         -    131,626 
Lease obligations, less current portion . . . . . . . . .       248        356 
                                                           ---------  ---------
          Total liabilities . . . . . . . . . . . . . . .     2,074    142,409 
                                                           ---------  ---------

Commitments and contingencies . . . . . . . . . . . . . .         -          - 
                                                           ---------  ---------

Stockholders' equity
  Preferred stock, $.001 par value, authorized 10,000,000
     shares, none issued
  Common stock, $.001 par value, authorized 50,000,000
     shares, issued and outstanding as of December 31,
     1996 and 1997  16,152,518 and
     19,084,300 shares, respectively. . . . . . . . . . .        16         19 
  Additional paid in capital. . . . . . . . . . . . . . .    18,493     26,887 
  Warrants. . . . . . . . . . . . . . . . . . . . . . . .         -     26,737 
  Accumulated deficit . . . . . . . . . . . . . . . . . .   (10,151)   (25,783)
 Cumulative translation adjustments . . . . . . . . . . .       (78)      (238)
                                                           ---------  ---------
          Total stockholders' equity. . . . . . . . . . .     8,280     27,622 
                                                           ---------  ---------

          Total liabilities and stockholders' equity. . .  $ 10,354   $170,031 
                                                           =========  =========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                INTERAMERICAS COMMUNICATIONS CORPORATION

                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                              (THOUSANDS OF US DOLLARS, EXCEPT SHARE DATA)


                                                                 YEAR  ENDED  DECEMBER  31,
                                                                 ---------------------------
                                                            1995            1996              1997
                                                        -------------  ---------------  ----------------
<S>                                                     <C>            <C>              <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . .  $        224   $          652   $         1,130 
                                                        -------------  ---------------  ----------------
Operating expenses:
  Cost of revenues . . . . . . . . . . . . . . . . . .           408              958             1,203 
  Selling, general and administrative .. . . . . . . .         1,906            3,272             5,265 
  Non-cash compensation and consulting . . . . . . . .            12               73             4,640 
  Depreciation and amortization. . . . . . . . . . . .           396              706               967 
                                                        -------------  ---------------  ----------------
                                                               2,722            5,009            12,075 
                                                        -------------  ---------------  ----------------

Loss from operations . . . . . . . . . . . . . . . . .        (2,498)          (4,357)          (10,945)

Interest expense . . . . . . . . . . . . . . . . . . .          (319)            (246)           (5,934)
Interest income. . . . . . . . . . . . . . . . . . . .            10               80             1,315 
Other expense, net . . . . . . . . . . . . . . . . . .           (66)            (103)              (68)
                                                        -------------  ---------------  ----------------

Net loss . . . . . . . . . . . . . . . . . . . . . . .  $     (2,873)  $       (4,626)  $       (15,632)
                                                        =============  ===============  ================


Net loss per share . . . . . . . . . . . . . . . . . .  $       (.31)  $         (.31)  $          (.94)
                                                        =============  ===============  ================
Weighted average common shares outstanding           .     9,407,000       14,795,660        16,667,719 
                                                        =============  ===============  ================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                          INTERAMERICAS COMMUNICATIONS CORPORATION

                                       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                        (THOUSANDS OF US DOLLARS, EXCEPT SHARE DATA)

                                                               ADDITIONAL     ACCRUED                CUMULATIVE
                                               COMMON STOCK      PAID-IN   DISTRIBUTIONS ACCUMULATED TRANSLATION
                                           --------------------
                                             SHARES    AMOUNTS   CAPITAL    AND WARRANT    DEFICIT    ADJUSTMENT     TOTAL
                                           ----------  --------  --------  -------------  ---------  ------------  ---------
<S>                                        <C>         <C>       <C>       <C>            <C>        <C>           <C>
Balances at December 31, 1994 . . . . . .   6,316,024         6     2,637        (6,088)    (2,652)          (14)    (6,111)

Common stock issued in private
  placements. . . . . . . . . . . . . . .     635,761         1     1,962             -          -             -      1,963 
Conversion of debt. . . . . . . . . . . .   4,888,900         5     1,126         6,088          -             -      7,219 
Stock issued for acquisitions . . . . . .     111,000         -       400             -          -             -        400 
Imputed interest on related party
  notes . . . . . . . . . . . . . . . . .           -         -        16             -          -             -         16 
Stock option grants . . . . . . . . . . .           -         -        12             -          -             -         12 
Currency translation adjustment . . . . .           -         -         -             -          -            44         44 
Net loss. . . . . . . . . . . . . . . . .           -         -         -             -     (2,873)            -     (2,873)
                                           ----------  --------  --------  -------------  ---------  ------------  ---------

Balances at December 31, 1995 . . . . . .  11,951,685        12     6,153             -     (5,525)           30        670 

Common stock issued in private
  placements. . . . . . . . . . . . . . .   1,939,042         2     7,430             -          -             -      7,432 
Conversion of debt. . . . . . . . . . . .   1,011,791         1     1,985             -          -             -      1,986 
Stock issued for acquisitions . . . . . .   1,250,000         1     2,812             -          -             -      2,813 
Imputed interest on related party
  notes . . . . . . . . . . . . . . . . .           -         -        40             -          -             -         40 
Stock option grants . . . . . . . . . . .           -         -        73             -          -             -         73 
Currency translation adjustment . . . . .           -         -         -             -          -          (108)      (108)
Net loss. . . . . . . . . . . . . . . . .           -         -         -             -     (4,626)            -     (4,626)
                                           ----------  --------  --------  -------------  ---------  ------------  ---------

Balances at December 31, 1996 . . . . . .  16,152,518        16    18,493             -    (10,151)          (78)     8,280 

Conversion of debt. . . . . . . . . . . .   1,101,782         1     2,459             -          -             -      2,459 
Stock issued to certain officers, related
parties  and former directors . . . . . .   1,830,000         2     5,935             -          -             -      5,937 
Warrants to purchase common stock  .. . .           -         -         -        26,737          -             -     26,737 
Currency translation adjustment . . . . .           -         -         -             -          -          (160)      (160)
Net loss. . . . . . . . . . . . . . . . .           -         -         -             -    (15,632)            -    (15,632)
                                           ----------  --------  --------  -------------  ---------  ------------  ---------

Balances at December  31, 1997. . . . . .  19,084,300  $     19  $ 26,887  $     26,737   $(25,783)  $      (238)  $ 27,622 
                                           ==========  ========  ========  =============  =========  ============  =========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                       INTERAMERICAS COMMUNICATIONS CORPORATION

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (THOUSANDS OF US DOLLARS, EXCEPT SHARE DATA)


                                                        YEAR  ENDED  DECEMBER  31,
                                                        ---------------------------
                                                        1995       1996       1997
                                                      ---------  --------  ----------
<S>                                                   <C>        <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss . . . . . . . . . . . . . . . . . . . . .  $ (2,873)  $(4,626)    (15,632)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization expense. . . . . .       396       706         967 
    Amortization of deferred financing costs and
      original issue discounts . . . . . . . . . . .         -         -         518 
    Beneficial conversion features on convertible
      debentures . . . . . . . . . . . . . . . . . .         -         -         466 
    Capitalized interest related to network
      construction . . . . . . . . . . . . . . . . .         -         -        (712)
    Services exchanged for common stock. . . . . . .        12        73         852 
    Non-cash compensation and consulting expense . .         -         -       4,640 
    Interest converted to equity . . . . . . . . . .       183        49          45 
    Changes in assets and liabilities:
      Accounts receivable. . . . . . . . . . . . . .       (70)     (105)        (29)
      Prepaid expenses and other current assets. . .       202      (197)       (258)
      Other assets . . . . . . . . . . . . . . . . .        76       (53)        (64)
      Accounts payable and accrued expenses. . . . .        (4)      299       3,552 
      Due to related parties . . . . . . . . . . . .       (66)     (251)       (179)
      Other current liabilities. . . . . . . . . . .         -       171        (105)
      Deferred taxes . . . . . . . . . . . . . . . .        (6)        -           - 
                                                      ---------  --------  ----------

         Cash used in operating activities . . . . .    (2,150)   (3,934)     (5,939)
                                                      ---------  --------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of telecommunications network . . . . . .      (720)   (1,453)     (2,763)
  Acquisition of FirstCom Long Distance. . . . . . .         -         -      (5,799)
  Acquisition of Visat . . . . . . . . . . . . . . .      (450)        -           - 
  Acquisition of FirstCom Networks . . . . . . . . .         -    (1,515)          - 
                                                      ---------  --------  ----------

         Cash used in investing activities . . . . .    (1,170)   (2,968)     (8,562)
                                                      ---------  --------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of Senior Notes . . . . . . . . . . . . .         -         -     150,000 
  Deferred financing costs . . . . . . . . . . . . .         -         -      (7,000)
  Restricted cash and investments. . . . . . . . . .         -         -    (117,551)
  Net proceeds from convertible debentures . . . . .         -         -       1,950 
  Issuance of common stock . . . . . . . . . . . . .     1,963     7,430           - 
  Net proceeds from issuance of (repayments to)
    notes payable and Bridge Notes . . . . . . . . .       893    (1,061)          - 
  Additions to notes payable to related party. . . .       407     1,232           - 
  (Payments under) proceeds from leasing
    obligations. . . . . . . . . . . . . . . . . . .         -       (31)         84 
                                                      ---------  --------  ----------

         Cash provided by financing activities, net.   3,  263     7,570      27,483 
                                                      ---------  --------  ----------

Net increase (decrease) in cash and cash
  equivalents. . . . . . . . . . . . . . . . . . . .       (57)      668      12,982 
Effect of exchange rate changes on cash. . . . . . .         -        (2)          - 
Cash and cash equivalents at beginning of year . . .       114        57         723 
                                                      ---------  --------  ----------
Cash and cash equivalents at end of year . . . . . .  $     57   $   723   $  13,705 
                                                      =========  ========  ==========

Supplemental cash flow information
 Cash paid for interest. . . . . . . . . . . . . . .  $      2   $   153   $     545 
                                                      =========  ========  ==========
<FN>
Capital lease obligations of $221 and $172 were incurred in 1995 and 1996 respectively.

During 1997, the Company capitalized $712 of interest costs related to the construction
of a fiber optic network.

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

<PAGE>

                    INTERAMERICAS COMMUNICATIONS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (THOUSANDS OF US DOLLARS, EXCEPT SHARE DATA)

1.  ORGANIZATION  AND  BUSINESS  FORMATION

     InterAmericas  Communications  Corporation ("the Company") is a provider of
telecommunications  services  in  Chile  and  Peru. The Company has historically
operated  as a Latin American telecommunications development stage company which
has developed its operations in Latin America through the acquisition of holding
and  operating companies that own licenses, concessions or rights-of-way in what
the Company believes to be attractive markets.  The Company operates in Chile as
Visat,  S.A.  ("Visat"), FirstCom Networks, S.A. ("FirstCom Networks"), formerly
Hewster  Chile,  S.A.,  and  FirstCom  Long  Distance,  S.A.  ("FirstCom  Long
Distance"),  formerly  Iusatel  Chile,  S.A., and in Peru as Red de Servicios de
Telecomunicaciones,  S.A.  ("Resetel").

     Visat  holds  a  government  concession  to  provide  intermediate
telecommunications  services,  including  the  installation  and  operation of a
network  of  12  satellite  earth  stations and a switch throughout Chile, which
allows  the  Company  to  transmit  either  "C"  or  "KU"  bands  for  satellite
communications  and broad band distribution. FirstCom Networks is engaged in the
development  of  a fiber optic network and provides various network installation
and  systems  integration  services  in  Santiago, Chile. FirstCom Long Distance
provides  domestic  and  international long distance services in Chile. FirstCom
Long Distance's long distance traffic switched and transported, in part, through
its  own  gateway  switch  and  satellite  earth  station,  as  well  as through
interconnections  with other long distance carriers. Resetel is building a fiber
optic  telecommunications  network  in  Lima  and  Callao,  Peru.

     During  the  three  years  ended  December  31,  1997, the Company made the
following  acquisitions,  each  of  which  was  accounted for as a purchase. The
consolidated  financial  statements  include  the  operating  results  from  the
effective  date  of  acquisition.

ACQUISITION  OF  RESETEL

     On May 7, 1996, the Company acquired 100% of Resetel's outstanding stock in
exchange for 1,250,000 shares of Common Stock of the Company. The purchase price
of  approximately  $2,800  has  been  substantially allocated to a local carrier
concession.    A  fair  value  of $2.25 was assigned to each share issued to the
shareholders  of  Resetel  based  on the net proceeds per share of the Company's
March  1996  private  placement.

ACQUISITION  OF  FIRSTCOM  NETWORKS

     On  July  31  and  September  2,  1996  the  Company  acquired  99% and 1%,
respectively,  of  FirstCom  Networks'  outstanding  stock  for  $1,500 in cash.
Goodwill  of approximately $1,300 was recorded representing the excess cost over
the  fair  value  of  net  assets  acquired  in  the  transaction.

ACQUISITION  OF  FIRSTCOM  LONG  DISTANCE

     On December 17, 1997, the Company acquired 100% of FirstCom Long Distance's
outstanding  stock for $5,900 million in cash. In addition, the Company incurred
other  direct  acquisition costs totaling approximately $300, which includes the
fair  market  value  of  100,000 shares of Company Common Stock paid to a former
director  for  his  services  in  facilitating  the  transaction.  The  purchase
agreement  provides  for  an  additional  payment of up to $850 if FirstCom Long
Distance  achieves  certain  operating  results for the year ending December 31,
1998.

     The  excess purchase price, of approximately $6,200, over the fair value of
the net assets acquired has been allocated to FirstCom Long Distance's telephone
carrier  concession.  The  Company has accounted for the acquisition of FirstCom
Long  Distance  as  if  it  occurred  on  December 31, 1997, since FirstCom Long
Distance's  estimated operating results for the period from December 17, 1997 to
December  31,  1997  were  not  material.

OTHER  RELATED  ACQUISITION  DISCLOSURES

     The  results  of operations of Resetel and FirstCom Networks for the period
from January 1, 1996 to the respective date of acquisition were not significant.
The  following  unaudited pro forma summary presents the consolidated results of
operations  as  if the acquisition of FirstCom Long Distance had occurred at the
beginning  of  the periods presented, and do not purport to be indicative of the
results  that  actually  would  have  occurred  if  the  acquisition  had  been
consummated  as  of  those  dates  or  of results which may occur in the future:

<TABLE>
<CAPTION>

                        (UNAUDITED)
                        DECEMBER 31,
                    ---------  ---------
                      1996       1997
                    ---------  ---------
<S>                 <C>        <C>
Revenue. . . . . .  $  8,474   $ 10,927 
Net loss . . . . .   (31,630)   (39,895)
Net loss per share  $  (2.14)  $  (2.40)
</TABLE>

     The  Company  assesses  the  carrying  amount  of its long-lived assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  may  not  be  recoverable. Measurement of any impairment would
include  a  comparison of estimated future cash flows to be generated during the
remaining  life of each intangible asset to its net carrying value. Following is
a  summary  of  the intangible assets resulting from the Company's acquisitions:

<TABLE>
<CAPTION>

                                                   ESTIMATED
                                    DECEMBER 31,     USEFUL
                                 -----------------
                                  1996      1997      LIFE
                                 -------  --------  --------
<S>                              <C>      <C>       <C>
Satellite transmission rights .  $1,166   $ 1,166   10 years
Concessions . . . . . . . . . .   2,819     9,095   20 years
Goodwill. . . . . . . . . . . .   1,289     1,289   10 years
                                 -------  --------          
                                  5,274    11,550 
Less: accumulated  amortization    (245)     (669)
                                 -------  --------          
                                 $5,029   $10,881 
                                 =======  ========          
</TABLE>

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  RELATED  ITEMS
    PRINCIPLES  OF  CONSOLIDATION

     The  consolidated  financial statements include the accounts of the Company
and  its  subsidiaries.  All  significant intercompany balances and transactions
have  been  eliminated  in  consolidation.

FOREIGN  CURRENCY  TRANSLATION

     Assets  and  liabilities  are  translated  at end-of-period exchange rates.
Income, expense and cash flows are translated at weighted average exchange rates
for  the period.  The resulting currency translation adjustments are accumulated
and  reported  as  a  component  of  stockholders'  equity.

     Primarily as a result of the  Company's U.S. dollar denominated senior note
financing  during  October  1997,  effective  January  1,  1998  the  Company's
subsidiaries  will  use the U.S. dollar as their functional currency. Management
does  not  expect  this  change  to  have  a significant impact on the Company's
results  of  operations.

RECLASSIFICATIONS

     Certain amounts in the 1995 and 1996 consolidated financial statements were
reclassified  to  conform  with  the  1997  presentation.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

     The carrying amount of cash and cash equivalents, restricted cash, accounts
receivable  and  accounts  payable  approximated  fair  value based on the short
maturity  of  these  financial  instruments.    The  carrying amount of debt and
capital  leases  approximated  fair  value  based on the prevailing market rates
currently  available  to  the  Company  for  similar  financial  instruments.

CASH  AND  CASH  EQUIVALENTS

     The  Company  considers  all certificates of deposit and highly liquid debt
instruments  purchased  with  a  maturity  of  three  months  or less to be cash
equivalents.

RESTRICTED  CASH  AND  INVESTMENTS

     Restricted cash represents proceeds from the senior note offering (see Note
3)  to be used, in accordance with the terms of the related indenture agreement,
primarily  for  the  purchase  of  the  telecommunications equipment in Peru and
Chile.  Restricted  investments  are U.S. Treasury Notes that are restricted for
the repayment of interest on the senior notes, and are stated at amortized cost,
which  approximated fair value at December 31, 1997. These investments mature at
various  dates  through October 2000. Management designated these investments as
held-to-maturity.

TELECOMMUNICATIONS  NETWORKS

     Telecommunications  networks  are recorded at cost and are depreciated on a
straight-line  method  over  the  estimated  useful lives of the related assets.
Construction,  engineering,  interest  and  labor  costs directly related to the
development  of  the  Company's  networks  are  capitalized.  The Company begins
depreciating  these  costs  when  the  networks become commercially operational.

     Telecommunications  networks  consists  of:

<TABLE>
<CAPTION>

                                                                         ESTIMATED
                                                          DECEMBER 31,    USEFUL
                                                       -----------------
                                                        1996      1997      LIFE
                                                       -------  --------  --------
<S>                                                    <C>      <C>       <C>
Telecommunications equipment. . . . . . . . . . . . .  $2,868   $ 6,547   10 to 20
Telecommunications equipment pending installation and
construction in progress. . . . . . . . . . . . . . .   1,021     2,627          -
Office equipment and furniture. . . . . . . . . . . .   1,007     1,663     3 to 7
                                                       -------  --------          
                                                        4,896    10,837 
Less: accumulated depreciation
                                                         (940)   (1,489)
                                                       -------  --------          
                                                       $3,956   $ 9,348 
                                                       =======  ========          
</TABLE>

ACCOUNTING  ESTIMATES

     The  preparation  of  financial  statements  require  management  to  make
estimates  and  assumptions  that  affect  the amounts reported in the financial
statements  and  accompanying  notes.    Actual  results could differ from those
estimates.

ACCRUED  EXPENSES

     Accrued  expenses  consist  of:

<TABLE>
<CAPTION>

                                          DECEMBER  31,
                                          -------------
                                          1996    1997
                                          -----  ------
<S>                                       <C>    <C>
Purchases of telecommunication equipment  $ 376  $    -
Professional fees. . . . . . . . . . . .     63     622
Payroll. . . . . . . . . . . . . . . . .     14     447
Other. . . . . . . . . . . . . . . . . .    138     640
                                          -----  ------
                                          $ 591  $1,709
                                          =====  ======
</TABLE>

COMMON  STOCK  EXCHANGED  FOR  OTHER  THAN  CASH

     Common  stock  exchanged for services and as inducements to make loans have
been  recorded  as  consulting,  compensation or interest expense and additional
paid  in  capital  at  the  fair  value  of  the  common  stock.

REVENUE  RECOGNITION

     Revenue  is  recognized  as  services  are  provided.

NET  LOSS  PER  SHARE

     The  computation  of  net  loss  per  share  of common stock is computed by
dividing  net  loss  for  the  year  by  the  weighted  average number of shares
outstanding  during  the year. The weighted average number of shares outstanding
for  the years ended December 31, 1995, 1996 and 1997 excludes approximately 2.2
million,  4.3  million  and  15.6  million,  respectively  of antidilutive stock
options  and  warrants.

STOCK  BASED  COMPENSATION

     The Company accounts for stock-based compensation using the intrinsic value
method  which requires the recognition of related expense on the grant date when
the  exercise  price  of the stock option granted is less then the fair value of
the  underlying  common  stock.    Additionally,  the Company provides pro forma
disclosure  of net loss and loss per share as if the fair value based method had
been applied in measuring compensation expense for stock options granted in 1997
and  1996.

     The  policy  of  the Company has been to grant options at an exercise price
equal to the estimated market value of the Company's common stock at the date of
the  grant,  except  for  certain grants made in 1995 and 1997 for which $12 and
$882,  respectively  was  charged  to  expense.  Had  compensation costs for the
Company's  stock  option  grants  been determined based on the fair value at the
grant  dates of options granted consistent with the fair value based method, the
Company's  loss  and  loss  per share would have been increased to the pro forma
amounts  indicated  below:

<TABLE>
<CAPTION>

                                   1996      1997
                                 --------  ---------
<S>                 <C>          <C>       <C>
Net loss . . . . .  As Reported  $(4,626)  $(15,632)
                    Pro forma     (7,510)   (21,237)

Net loss per share  As Reported     (.31)      (.94)
                    Pro forma       (.51)     (1.27)
</TABLE>

     The fair value of each option grant is estimated on the date of grant using
the  Black-Scholes  option-pricing  model  with  the  following weighted-average
assumptions;  volatility of 90%, risk-free interest rate of 6.72%, zero dividend
yield  and  expected  lives ranging from 4 to 8 years. The weighted average fair
value  of  options  granted in 1996 and 1997 were $2.38 and $2.47, respectively.

INCOME  TAXES

     The  Company  uses  the asset and liability method of accounting for income
taxes.  Under  this  method,  deferred tax assets and liabilities are determined
based on the differences between financial reporting and tax bases of assets and
liabilities  and  are measured using the enacted tax rates and laws that will be
in  effect  when  the  differences  are  expected  to  reverse.

     The  Company  is subject to federal, state and foreign income taxes but has
not  incurred a liability for such taxes due to losses incurred. At December 31,
1997  the  Company  has  net  tax  operating loss carryforwards of approximately
$16,100  for  U.S.  income  tax  purposes  and approximately $21,300 for foreign
income  tax purposes. These carryforwards are available to offset future taxable
income,  if  any,  and  expire  for  U.S.  income tax purposes in the years 2007
through 2012.  The foreign net operating loss carryforwards related (1) to Peru,
$665  expire  in  the  years 2000 through 2001 and (2) to Chile, $20,600, do not
expire.

     The  Company has deferred tax assets of approximately, $1,900 and $9,700 at
December  31, 1996 and 1997, respectively, consisting primarily of net operating
loss  carryforwards.    The  deferred  tax  assets  have  been fully offset by a
valuation  allowance  resulting  from  the  uncertainty  surrounding  the future
realization  of  the  net  operating  loss  carryforwards.

RECENT  ACCOUNTING  PRONOUNCEMENTS

     During  June  1997,  the FASB issued SFAS No. 130, "Reporting Comprehensive
Income"  and  SFAS  No.  131  "Disclosures  About  Segments of an Enterprise and
Related  Information"  effective for fiscal years beginning after December 1997.
Management  does  not  expect  Statements  No. 130 and 131 to have a significant
impact  on  the  Company's  reporting  and  disclosure  requirements  in  1998.

     Statement  No.  130  establishes  standards  for  reporting  and display of
comprehensive  income  and its components (revenues, expenses, gains and losses)
in  a  full  set  of  general-purposes  financial  statement.  Statement No. 131
establishes standards for the way public business enterprises report information
about  operating segments in annual financial statements and requires that those
enterprises  report  selected  information  about  operating segments in interim
financial  reports  issued  to  shareholders.

3.  CAPITALIZATION

     The  Company  has  had  material  transactions impacting its capitalization
during  the  past  three  years.  The  following information, in addition to the
disclosures  in  Note  4 - Related Party Transactions and Note 5 - Stock Options
and  Warrants,  describes  the  most  significant  of  these  transactions.

SENIOR  NOTE  OFFERING

     On  October 27, 1997, the Company completed a private offering (the "Senior
Note  Offering")  pursuant  to  Rule 144A and Regulation S promulgated under the
U.S.  Securities  Act  of  1933  of 150,000 Units, consisting of an aggregate of
$150,000  aggregate  principal  amount  of 14% Senior Notes due October 27, 2007
("Senior  Notes")  and  5,250,000  warrants  (the  "Unit  Warrants") to purchase
5,250,000  shares  of  Common Stock of the Company at an exercise price of $4.40
per  share.  In addition, UBS Securities LLC, the initial purchaser of the Units
in  the  Senior  Note  Offering,  was  granted  2,250,000 warrants (the "Initial
Warrants")  to  acquire  2,250,000  shares  of Common Stock of the Company at an
exercise  price  of  $4.40  per share.  The Unit Warrants are exercisable on the
earlier  of  April 27, 1998 or the registration with the SEC of the Senior Notes
and  the Initial Warrants are immediately exercisable and both expire on October
27,  2007.  Interest  is  payable  semi-annually  beginning  on  April  1, 1998.

     The  fair value of the Unit Warrants, approximately $18,500 is reflected as
an  original issue discount on the Senior Notes in the accompanying consolidated
balance  sheet.    Additionally,  the Company incurred direct financing costs of
approximately  $14,900,  including  the  fair  value  of  $7,900  of the Initial
Warrants.    The  original  issue  discount and direct financing costs are being
amortized  to  interest  expense  over  ten  years.

     The  Senior Notes are redeemable on or after October 27, 2002 at the option
of  the  Company, in whole or in part from time to time, at specified redemption
prices  declining  annually  to 100% of the principal amount on or after October
27,  2005,  plus  accrued  and  unpaid  interest.  Upon a change in control, the
Company  is required to make an offer to purchase the Senior Notes at a purchase
price  equal to 101% of the aggregate principal amount thereof, plus accrued and
unpaid interest, if any.  The Senior Notes contain certain restrictive covenants
that,  among  other things, limit the ability of the Company to incur additional
debt  or  issue  preferred  stock,  pay  dividends,  enter  into  related  party
transactions  or  make  certain  other  restricted  payments.

     The  net  proceeds  to  the  Company  from  the  Senior  Note Offering were
approximately  $142,500,  after deducting the underwriting discount and offering
expenses.    Approximately  $57,300  of  the  proceeds  were  used to purchase a
portfolio  of securities that was deposited in escrow for payment of interest on
the  Senior  Notes through October 27, 2000 and, under certain circumstances, as
security  for  repayment  of  principal of the Senior Notes. During November and
December  of 1997, the Company used the net proceeds of the Senior Note Offering
as  follows:  (i)  $5,900  for  the  acquisition of FirstCom Long Distance, (ii)
$4,300 for the purchase of telecommunications equipment and the repayment of its
subsidiaries  liabilities,  (iii)  $2,600  to  settle  all  of  the  Company's
outstanding obligations related to convertible debentures and (iv) $975 to repay
certain  bridge  notes.    The  Company  expects  to  use the remaining proceeds
primarily  to  expand and operate the Company's telecommunications businesses in
Peru  and  Chile.

     In  addition  to  the  deposit of a portion of the proceeds from the Senior
Note  Offering  to  fund  interest  payments on the Senior Notes through October
2000,  the  Company  deposited  $62 million of the proceeds from the Senior Note
Offering  in a separate account under a trustee's control pending application of
such  funds by the Company for the payment of, as such terms are defined in  the
Indenture: (a) Permitted Expenditures; (b) in the event of  a Change in  Control
of the Company, the Change in Control Payment and (c) in the event of a  Special
Offer to Purchase, or a Special Mandatory Redemption, the purchase or redemption
price in connection therewith.

CONVERTIBLE  DEBENTURES

     On  February  3, 1997, the Company issued $1,500 aggregate principal amount
of  7%  Convertible  Debentures due February 3, 2000 and warrants to purchase an
aggregate  100,000  shares  of  the  Company's  Common Stock. On May 6, 1997 the
Company  issued  $2,000  aggregate principal amount of 8% Convertible Debentures
due  April  30,  1998 and warrants to purchase an aggregate 20,000 shares of the
Company's  Common  Stock  (collectively  the  "Convertible  Debentures").

     During  1997,  the  Company  issued  1,101,782  shares  of  Common Stock in
connection  with  the  conversion  of  $1,950  aggregate principal amount of the
Convertible  Debentures,  plus related accrued interest.  Effective December 31,
1997  the  Company  settled all of the Company's remaining financial obligations
related  to  the  Convertible  Debentures  for  $2,600  in  cash.

PRIVATE  ISSUANCES  OF  COMMON  STOCK

     In  October  1994,  the  Company commenced a private offering of its common
stock. The Company issued 315,714 shares of common stock and raised $1,100 prior
to  December  31, 1994. In early 1995, the Company closed the private placement,
having  issued  a  total of 951,476 shares of common stock and raised a total of
$3,000,  net  of  expenses  of  $260.

     In  February  1996,  the Company commenced a private offering of its common
stock.  The  Company  issued  500,000  shares  of common stock and raised $1,120
through  March  31,  1996,  net  of  expenses  of $80. In June 1996, the Company
commenced  a  private offering of its common stock. The Company issued 1,439,000
shares of common stock and raised $6,400 through August 1996, net of expenses of
$520.

     During  1997,  the  Company  issued  850,000  shares of common stock to two
officers  and  recognized related non-cash compensation expense of approximately
$2,300.


4.  RELATED  PARTY  TRANSACTIONS

TELECTRONIC  S.A.

     During  the  three  years ended December 31, 1997, the Company entered into
certain  transactions  with  Telectronic  S.A.  and  its founders, Mr. George A.
Cargill  and  Mr.  Eleazar  Donoso.  Mr. Cargill and Mr. Donoso are both Company
shareholders.  Mr.  Cargill  has  been  a  director  of  the Company since 1994.

     From  1994  to  1997, the Company granted Mr. Cargill 290,000 stock options
with  a  weighted  average  exercise price of $2.09.  The exercise price of such
grants  was  equal  to the grant date fair value of the underlying Common Stock.

     The  Company  purchased  approximately  $205,  $172  and  $77  of  certain
telecommunication  equipment  in  1995,  1996  and  1997,  respectively,  from
Telectronic,  S.A.

     In  October  1997, the Company issued 300,000 shares of Common Stock to Mr.
Donoso  for  certain  financial  assistance  provided  to the Company during its
development  stage.  The  Company recognized interest expense of $852 related to
the  aggregate  fair  value  of  such  shares  of  Common  Stock.

     During  1997, the Company issued and redeemed $200 of bridge notes from Mr.
Cargill.    In  connection  with  such  bridge notes Mr. Cargill received 20,000
warrants  to  purchase  the Company's common stock at an exercise price of $2.56
per  warrant.

MR.  HERNAN  STREETER

     During  the  three  years ended December 31, 1997, the Company entered into
several  transactions with Mr. Hernan Streeter. Mr. Streeter formerly served the
Company  as  its  Chief  Executive  Officer  and  its  Chairman of the Board. In
addition,  he  is  a  principal  shareholder  of  the  Company. The Company paid
salaries  to  Mr.  Streeter of $120 and $110 during 1995 and 1996, respectively.

     From  1994  to 1996, the Company granted Mr. Streeter 510,000 stock options
with  a  weighted  average  exercise price of $1.91.  The exercise price of such
grants  was  equal  to the grant date fair value of the underlying Common Stock.

     During  1995  and  1996,  approximately $1,600 was loaned to the Company by
Laura  Investments,  Ltd.,  a  company  owned  by Mr. Streeter. During 1996, the
Company  paid  $86 of interest to Laura Investments, Ltd.  On March 31, 1996 the
loans,  plus  accrued  interest,  were  converted into 839,235 shares of Company
Common  Stock.

     Mr.  Streeter  was  the  founder  and  Chief  Executive Officer of FirstCom
Networks,  which  was  acquired  by  the  Company  during  1996.  Prior  to  its
acquisition,  FirstCom Networks provided approximately $237 of telecommunication
services  to  the  Company.  Mr.  Streeter  also was the primary shareholder and
General  Manager  of  FirstCom  Long Distance, which was acquired by the Company
during  1997.  Prior  to  this  acquisition,  the  Company made sales of $162 to
FirstCom  Long  Distance.  Pursuant  to provisions of the FirstCom Long Distance
purchase  agreement,  the Company agreed to pay Mr. Streeter a consulting fee of
$120  during  1998.

MAROON  BELLS  CAPITAL  PARTNERS  ("MBCP")

     During  the  three  years ended December 31, 1997, the Company entered into
certain  transactions with MBCP. Two former directors of the Company, Paul Moore
and  Phillip  Magiera,  are  principals  in  MBCP.  MBCP  has  provided  certain
consulting  and financial advisory services to the Company during the past three
years.

     From  1994  to  1996, the Company granted MBCP and its principals 1,015,000
stock  options  with  a  weighted average exercise price of $2.12.  The exercise
price  of  such  grants was equal to the grant date fair value of the underlying
Common  Stock.

     During  1995,  the  Company  recognized $100 as a financial advisory fee to
MBCP. During 1996, the Company purchased $493 in equipment whereby MBCP acted as
a  broker.    Additionally,  during  1996  and  1997,  the  Company made expense
reimbursements  of  $219  and  $132,  respectively,  to MBCP and its principals.

     During 1996 and 1997, the Company converted $316 and $240, respectively, of
outstanding liabilities to MBCP into 172,506 and 80,000 shares, respectively, of
the  Company's  Common  Stock.

     During  October  1997,  the Company entered into an agreement with MBCP and
its  principals,  Theodore  Swindells,  Paul  Moore  and  Phillip  Magiera,  to
compensate  them  for  services  rendered  to  the  Company.  Pursuant  to  such
agreement, the Company made a cash payment to MBCP of $500 at the closing of the
Senior  Note  offering  and  issued to each of Messrs. Moore and Magiera 250,000
shares  of Common Stock and options to acquire 250,000 shares of Common Stock at
an exercise price of $2.13 per share. The Company recognized non-cash consulting
expense  related  to the Common Stock and stock options of approximately $1,800.
Messrs.  Moore  and  Magiera  resigned  from  the  Company's  Board of Directors
effective  as  of  the  date  of  the  agreement.

OTHER  RELATED  PARTY  TRANSACTIONS

     The  Company  paid  approximately  $865 in legal fees in 1997 to a law firm
having  a  senior  partner  who  is  also  a  current  director  of the Company.


5.    STOCK  OPTIONS  AND  WARRANTS

     Under the terms of the Company's stock  option  agreements, options  have a
Maximum term of ten years from the date of the grant. The options vesting period
Varies from  full vesting upon issuance of options to one forty eighth per month
to the end  of the option term. A summary of the Company's stock option activity
is as follows:

<TABLE>
<CAPTION>

                                          1995                  1996                  1997
                                  --------------------  --------------------  --------------------
                                             WEIGHTED              WEIGHTED              WEIGHTED
                                              AVERAGE               AVERAGE               AVERAGE
                                             EXERCISE              EXERCISE              EXERCISE
                                   SHARES      PRICE     SHARES      PRICE     SHARES      PRICE
                                  ---------  ---------  ---------  ---------  ---------  ---------
<S>                               <C>        <C>        <C>        <C>        <C>        <C>
Outstanding at beginning of year    605,000  $    2.13  1,565,000  $    2.03  3,625,000  $    2.31
Granted. . . . . . . . . . . . .    960,000       1.96  2,060,000       2.52  3,670,000       3.15
Exercised. . . . . . . . . . . .          -          -          -          -          -          -
Cancelled. . . . . . . . . . . .          -          -          -          -          -          -
                                  ---------  ---------  ---------  ---------  ---------  ---------
Outstanding at end of year . . .  1,565,000  $    2.03  3,625,000  $    2.31  7,295,000  $    2.73
                                  =========  =========  =========  =========  =========  =========

Options exercisable at year-end.  1,250,350  $    2.57  2,754,734  $    2.54  4,970,365  $    2.50
                                  =========  =========  =========  =========  =========  =========
</TABLE>

The  following  table  summarizes information about stock options outstanding at
December 31, 1997:

<TABLE>
<CAPTION>

                  OPTIONS OUTSTANDING
               ------------------------
                             WEIGHTED
                              AVERAGE
                             REMAINING            OPTIONS EXERCISABLE
                                         -----------------------------------
EXERCISE         NUMBER     CONTRACTUAL        NUMBER            EXERCISE
PRICE          OUTSTANDING     LIFE          EXERCISABLE          PRICE
-------------  -----------  -----------  -------------------  --------------
<S>            <C>          <C>          <C>                  <C>
 .35. . . . .       100,000            7              100,000  $          .35
1.83 to 1.96.    1,110,000            8            1,063,194   1.83 to  1.96
2.00 to 2.42.    3,130,000            9            1,465,786    2.00 to 2.42
2.50 to 2.81.    1,655,000            8            1,511,917    2.50 to 2.81
4.00 to 4.40.    1,100,000           10              493,518    4.00 to 4.40
6.00 to 8.00.      200,000           10                   --    6.00 to 8.00
               -----------               -------------------                

                 7,295,000                         4,970,365
               ===========               ===================                
</TABLE>

     Included  in  the  preceding  table  are  1,350,000 stock options, of which
452,952 are exercisable at December 31, 1997 with an exercise price of $2.13 and
a  weighted  average remaining contractual life of 10 years.  The exercise price
of  such stock options was less than the grant date fair value of the underlying
Common  Stock.

<PAGE>

     During  1997  the Company granted two officers 2,650,000 stock options that
vest  over  a  two  year  period.   The Company recognized non-cash compensation
expense  of  $527 related to certain of these stock option grants.  The terms of
1,000,000 stock options granted during 1996 were modified during 1997 to provide
for  immediate  vesting.

     Including  the Initial and Note Warrants described in Capitalization above,
the following  is  a  summary  of  warrants  granted  by  the  Company:

<TABLE>
<CAPTION>

                                        1995                1996                  1997
                                  ------------------  ------------------  --------------------
                                           WEIGHTED            WEIGHTED              WEIGHTED
                                            AVERAGE             AVERAGE               AVERAGE
                                           EXERCISE            EXERCISE              EXERCISE
                                  SHARES     PRICE    SHARES     PRICE     SHARES      PRICE
                                  -------  ---------  -------  ---------  ---------  ---------
<S>                               <C>      <C>        <C>      <C>        <C>        <C>
Outstanding at beginning of year   75,000  $    1.25  680,171  $    2.97    680,171  $    2.97
Granted. . . . . . . . . . . . .  605,171       3.18        -          -  7,715,000       4.35
Exercised. . . . . . . . . . . .        -          -        -          -          -          -
Cancelled. . . . . . . . . . . .        -          -        -          -          -          -
                                  -------  ---------  -------  ---------  ---------  ---------
Outstanding at end of year . . .  680,171  $    2.97  680,171  $    2.97  8,395,171  $    4.24
                                  =======  =========  =======  =========  =========  =========

Options exercisable at year-end.  680,171  $    2.97  680,171  $    2.97    895,171  $    2.80
                                  =======  =========  =======  =========  =========  =========
</TABLE>

     These  warrants  resulted from the Company's financing activities from 1994
to 1997.

6.  COMMITMENTS  AND  CONTINGENCIES

     The  Company entered into an operating agreement in 1993 with Metro S.A. to
install and operate the Company's optical fiber telecommunication network in the
tunnels,  conduits  and stations of lines 1 and 2 of the Santiago subway system.
The  Company  has  given  Metro  S.A.  a  $50 performance bond relating to these
leases.  The  monthly  lease  rental  is  equivalent  to  15% of the net monthly
invoicing  of  the  company  for services rendered in the metropolitan region of
Chile, subject to minimum amounts. The lease expires in the year 2003. Under the
agreement,  the  Company  is  obligated  to  provide  certain telecommunications
services  to  Metro,  S.A.


     The  following  summarizes  future  minimum  payments  under non-cancelable
operating  lease  agreements  at  December  31,  1997:

<TABLE>
<CAPTION>

<S>        <C>
1998. . .  $1,001
1999. . .     920
2000. . .   1,007
2001. . .   1,101
2002-2003   2,154
           ------
           $6,183
           ======
</TABLE>

     Rental expense under operating leases was $255, $508 and $961 for the years
ended  December  31,  1995,  1996  and  1997,  respectively.

     The  Company  has  entered  into  employment agreements with key members of
management that expire in 2000. These agreements provide for annual compensation
and  payments  upon  death,  disability  and  certain  changes  in  control.

<PAGE>
ITEM  8.    CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL  DISCLOSURE.

     None.

ITEM  9.    DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
            COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     The information required by this item is incorporated by reference from the
Company's    definitive  Proxy  Statement for the Annual Meeting of Stockholders
scheduled  to  be  held  in  May  1998.


ITEM  10.    EXECUTIVE  COMPENSATION

     The information required by this item is incorporated by reference from the
Company's    definitive  Proxy  Statement for the Annual Meeting of Stockholders
scheduled  to  be  held  in  May  1998.


ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The information required by this item is incorporated by reference from the
Company's    definitive  Proxy  Statement for the Annual Meeting of Stockholders
scheduled  to  be  held  in  May  1998.


ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS.

     The information required by this item is incorporated by reference from the
Company's    definitive  Proxy  Statement for the Annual Meeting of Stockholders
scheduled  to  be  held  in  May  1998.


ITEM  13.    EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON FORM 8-K.

       (a)      Exhibits

<TABLE>
<CAPTION>

 EXHIBIT
 NUMBER                              EXHIBIT
---------  ----------------------------------------------------------------------
<C>        <S>
 3.1   --  Articles of Incorporation of InterAmericas Communications
           Corporation previously filed as an Exhibit to the
           Registrant's Form 8-A Registration Statement, filed with the
           Commission on November 29, 1994 and incorporated herein by
           reference.
 3.2   --  By-laws of InterAmericas Communications Corporation
           previously filed as an Exhibit to the Registrant's Form 8-A
           Registration Statement, filed with the Commission on
           November 29, 1994 and incorporated herein by reference.
 4.1   --  Purchase Agreement, dated as of October 21, 1997 by and
           among InterAmericas Communications Corporation, FirstCom Networks
           Chile S.A. Red de Servicios Empresariales de
           Telecomunicaciones S.A. and UBS Securities LLC previously
           filed as an exhibit to Registrant's Registration Statement
           on Form S-4, filed with the Commission on December 10, 1997
           and incorporated herein by reference.
 4.2   --  Form of Existing Note previously filed as an exhibit to
           Registrant's Registration Statement on Form S-4, filed with
           the Commission on December 10, 1997 and incorporated herein
           by reference.
 4.3   --  Indenture, dated as of October 27, 1997 between
           InterAmericas Communications Corporation and State Street
           Bank & Trust Company, N.A. previously filed as an exhibit to
           Registrant's Registration Statement on Form S-4, filed with
           the Commission on December 10, 1997 and incorporated herein
           by reference.
 4.4   --  A/B Exchange Registration Rights Agreement, dated as of
           October 27, 1997, between InterAmericas Communications
           Corporation and UBS Securities LLC previously filed as an
           exhibit to Registrant's Registration Statement on Form S-4,
           filed with the Commission on December 10, 1997 and
           incorporated herein by reference.
 4.5   --  Warrant Agreement, dated as of October 27, 1997, between the
           Company and State Street Bank & Trust Company, N.A.
           previously filed as an exhibit to Registrant's Registration
           Statement on Form S-4, filed with the Commission on December
           10, 1997 and incorporated herein by reference.
 4.6   --  Warrant Registration Rights Agreement, dated as of October
           27, 1997 between InterAmericas Communications Corporation
           and UBS Securities LLC previously filed as an exhibit to
           Registrant's Registration Statement on Form S-4, filed with
           the Commission on December 10, 1997 and incorporated herein
           by reference.
 4.7   --  Specimen of InterAmericas Communications Corporation 14%
           Senior Note due October 27, 2007 previously filed as an
           exhibit to Registrant's Registration Statement on Form S-4,
           filed with the Commission on December 10, 1997 and
           incorporated herein by reference.
 4.8   --  Proceeds Pledge and Escrow Agreement, dated as of October
           27, 1997 between InterAmericas Communications Corporation
           and State Street Bank and Trust Company, N.A. previously
           filed as an exhibit to Registrant's Registration Statement
           on Form S-4, filed with the Commission on December 10, 1997
           and incorporated herein by reference.
10.1   --  Stock Purchase Agreement, dated as of September 9, 1997,
           between InterAmericas Communications Corporation and
           Inversiones Druma S.A. for the acquisition of 99.9% of the
           outstanding shares of capital of FirstCom Long Distance, S.A.,
           previously filed as an exhibit to Registrant's Current
           Report on Form 8-K, filed with the Commission on January 5,
           1998 and incorporated herein by reference.
10.2   --  Employment and Severance Agreement, dated as of October 7,
           1997, between InterAmericas Communications Corporation and
           Patricio E. Northland, previously filed as an exhibit to
           Registrant's Current Report on Form 8-K filed with the
           Commission on October 16, 1997 and incorporated herein by reference.
10.3   --  Employment and Severance Agreement, dated as of April 14,
           1997, between InterAmericas Communications Corporation and
           Douglas G. Geib II, previously filed as an exhibit to
           Registrant's Quarterly Report on Form 10-QSB filed with the
           Commission on May 15, 1997 and incorporated herein by reference.
10.4   --  Settlement Agreement, dated as of October 4, 1997, between
           InterAmericas Communications Corporation and each of Maroon
           Bells Capital Partners, Inc., Theodore Swindells, Paul A.
           Moore and Philip Magiera, previously filed as an exhibit to
           Registrant's Current Report on Form 8-K filed with the
           Commission on October 16, 1997 and incorporated herein by
           reference.
10.5   --  Settlement Agreement, dated as of October 3, 1997, between
           InterAmericas Communications Corporation and Eleazar Donoso,
           previously filed as an exhibit to Registrant's Current
           Report on Form 8-K filed with the Commission on October 16,
           1997 and incorporated herein by reference.
11.1   --  Statement re:  Computation of per share earnings
21.1   --  Subsidiaries of the Registrant
24.1   --  Power of Attorney (as set forth on the signature page of the report)
27.1   --  Financial Data Schedule
</TABLE>

<PAGE>

     (b)  Financial  Statements  Schedules:

          SCHEDULE
          NUMBER                      SCHEDULE
          ------                      --------

          Schedule  II       -        Valuation and Qualifying Accounts for the
                                      Years  Ended  December  31, 1996 and 1997


     (c)  Reports  on  Form  8-K

          The  Registrant filed a Current Report on Form 8-K on November 3, 1997
          For  the  Senior Note Offering and FirstCom Long Distance Acquisition.
          The  Current Report on Form  8-K  contains  the  unaudited  pro  forma
          Condensed  combined  financial  statements  of  the  Registrant giving
          Effect  to the Senior Note Offering, the use of proceeds therefrom and
          the  FirstCom  Long  Distance  Acquisition.

<PAGE>

                                   SIGNATURES

          Pursuant  to the requirements of Section 13 or 15(d) of the Securities
and  Exchange  Act  of 1934, as amended (the "Exchange Act"), the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly  authorized, in the City of Coral Gables, Florida on the 10th day of March,
1998.


                         INTERAMERICAS  COMMUNICATIONS  CORPORATION



                         By: /s/  Patricio  E.  Northland
                            -----------------------------------------
                            Patricio  E.  Northland
                            President  and  Chief  Executive  Officer


          Pursuant to the requirements of the Exchange Act, this report has been
signed  by  the  following persons in the capacities and on the dates indicated.
Each  person  whose  signature  appears  below  hereby  authorizes  Patricio  E.
Northland and Douglas G. Geib II, and each of them acting individually with full
power  of  substitution,  to  file  one or more amendments to this report, which
amendments may make such changes as Patricio E. Northland and Douglas G. Geib II
deem  appropriate,  and  each person whose signature appears below, individually
and  in  each  capacity  stated below, hereby appoints Patricio E. Northland and
Douglas  G.  Geib  II,  and  each of them acting individually with full power of
substitution, as Attorney-in-Fact to execute his name and on his behalf, to file
any  such  amendments  to  this  report.

<TABLE>
<CAPTION>

                    NAME                                 TITLE                      DATE
---------------------------------------  -------------------------------------  -------------
<S>                                      <C>                                    <C>

  /s/ Patricio E. Northland              Chairman of the Board, Director       March 10, 1998
---------------------------------------                                                      
  Patricio E. Northland                  President and Chief Executive Officer
                                         (Principal Executive Officer)


  /s/ Douglas G. Geib                    Chief Financial Officer and           March 10, 1998
---------------------------------------                                                      
  Douglas G. Geib II                     Director (Principal Financial
                                         and Accounting Officer)


  /s/ David C. Kleinman                  Director                              March 10, 1998
---------------------------------------                                                      
  David C. Kleinman


                                         Director                              March 10, 1998
---------------------------------------                                                      
  George A. Cargill


  /s/ Andrew Hulsh                       Director                              March 10, 1998
---------------------------------------                                                      
  Andrew Hulsh
</TABLE>

<PAGE>

SCHEDULE  II.          VALUATION  AND  QUALIFYING  ACCOUNTS

<TABLE>
<CAPTION>

                                         BALANCE AT                            BALANCE AT
                                        DECEMBER 31,                          DECEMBER 31,
DESCRIPTION                                 1996       ADDITIONS  DEDUCTIONS      1997
<S>                                     <C>            <C>        <C>         <C>
Deferred tax asset valuation allowance
                                        $   1,900,000  7,800,000          --  $   9,700,000
</TABLE>

<PAGE>
                                INDEX TO EXHIBITS


Exhibit
Number
------

11.1          -          Statement  re:  Computation  of  per  share  earnings
21.1          -          Subsidiaries  of  the  Registrant
27.1          -          Financial  Data  Schedule