U. S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

                                    FORM 10-Q

(Mark  One)

[ X ]     Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act  of  1934  For  the  quarterly  period  ended  June  30,  2000

[   ]     Transition  report  under  Section  13  or  15(d) of the Exchange Act
For  the  transition  period  from  ___________  to  _____________

                         Commission file number 0-24622

                          TELSCAPE INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  TEXAS                                  75-2433637
     (State or Other Jurisdiction of                    (IRS Employer
     Incorporation or Organization)                     Identification No.)


                      1325 NORTHMEADOW PARKWAY, SUITE 110,
                             ROSWELL, GEORGIA 30076
                    (Address of Principal Executive Offices)

                                 (770) 432-6800
                (Issuer's Telephone Number, Including Area Code)
            ________________________________________________________

         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

     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
     ---          ---

     State  the  number of shares outstanding of each of the issuer's classes of
common  stock,  as  of  August  11,  2000:  20,400,765


<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                  TELSCAPE INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                               AS OF JUNE 30, 2000
                              AND DECEMBER 31, 1999

                                                            December 31,     June 30,
                                                                1999           2000
                                                           --------------  -------------
                                                                            (Unaudited)
<S>                                                        <C>             <C>
CURRENT ASSETS:
Cash and cash equivalents                                  $  21,219,684   $ 23,930,328
Restricted cash                                                  542,913        184,000
Accounts receivable, net                                       3,639,378     16,306,030
Notes receivable, net                                          2,270,750        828,632
Inventory, net                                                 1,742,543      4,636,570
Prepaid expenses and other                                       629,787      4,405,277
                                                           --------------  -------------

  Total current assets                                        30,045,055     50,290,837
                                                           --------------  -------------

PROPERTY AND EQUIPMENT, at cost:
Equipment and machinery                                       23,090,486     45,463,335
Earth station facility                                         1,471,822     10,839,580
Software                                                       2,176,944      7,132,656
Furniture and fixtures                                         1,257,666      3,399,928
Other                                                          1,695,861      9,569,853
Construction in progress                                       1,452,303     41,843,242
                                                           --------------  -------------
                                                              31,145,082    118,248,594
Accumulated depreciation and amortization                     (6,827,740)   (17,486,379)
                                                           --------------  -------------
  Property and equipment, net                                 24,317,342    100,762,215
                                                           --------------  -------------


OTHER ASSETS:

Goodwill, net                                                 17,237,653    119,730,786
Acquired customer bases, net                                     890,271     17,311,824
Licences and other intangibles, net                            1,723,225     52,413,930
Other                                                          2,676,217      6,034,589
                                                           --------------  -------------

      Total other assets                                      22,527,366    195,491,129
                                                           --------------  -------------

      TOTAL ASSETS                                         $  76,889,763   $346,544,181
                                                           ==============  =============
</TABLE>

           The accompanying Notes to Consolidated Financial Statements
           are an integral part of these Consolidated Balance Sheets.


<PAGE>
<TABLE>
<CAPTION>
                  TELSCAPE INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                               AS OF JUNE 30, 2000
                              AND DECEMBER 31, 1999

                                                             December 31,     June 30,
                                                                1999           2000
                                                           --------------  --------------
                                                                            (Unaudited)
<S>                                                        <C>             <C>
CURRENT LIABILITIES:
Current portion of notes payable                               2,795,256   $  10,920,671
Current portion of lease obligations                           3,242,776       3,023,546
Accounts payable                                               6,233,914      44,501,369
Accrued liabilities                                            6,132,570      17,372,405
Unearned revenue                                               1,514,328       6,470,272
                                                           --------------  --------------
  Total current liabilities                                   19,918,844      82,288,263
                                                           --------------  --------------

LONG-TERM LIABILITIES:
Capital and financing lease obligations                       10,367,260       7,523,571
Convertible debentures                                           900,000               -
Notes payable and other long-term obligations                    866,974      41,306,172
                                                           --------------  --------------
  Total long-term liabilities                                 12,134,234      48,829,743
                                                           --------------  --------------

MINORITY INTEREST                                              2,014,959               -
                                                           --------------  --------------


STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value; 100,000 shares                     181      31,575,187
Common stock                                                         517          12,858
Additional paid-in-capital                                   136,370,654     315,513,957
Accumulated deficit                                          (93,549,626)   (131,675,827)
                                                           --------------  --------------
  Total stockholders' equity                                  42,821,726     215,426,175
                                                           --------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $  76,889,763   $ 346,544,181
                                                           ==============  ==============
</TABLE>

           The accompanying Notes to Consolidated Financial Statements
           are an integral part of these Consolidated Balance Sheets.

<PAGE>
<TABLE>
<CAPTION>
                              TELSCAPE INTERNATIONAL, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                             FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000
                                               AND 1999
                                              (UNAUDITED)


                                                   Three Months     Three Months      Six Months       Six Months
                                                       Ended            Ended            Ended            Ended
                                                   June 30, 1999    June 30, 2000    June 30, 1999    June 30, 2000
                                                  ---------------  ---------------  ---------------  ---------------
                                                    (Unaudited)      (Unaudited)      (Unaudited)      (Unaudited)
<S>                                               <C>              <C>              <C>              <C>
REVENUES:
   Communications services and products           $   12,579,256   $   21,112,598   $   23,513,143   $   34,874,068
   Internet connection services                          574,810          449,603        1,194,449          921,205
                                                  ---------------  ---------------  ---------------  ---------------
   Total revenues                                     13,154,066       21,562,201       24,707,592       35,795,273
                                                  ---------------  ---------------  ---------------  ---------------

COSTS AND EXPENSES:
   Cost of services and products                      12,134,132       18,979,067       22,381,160       32,532,919
   Selling, general, and administrative expenses       3,874,280        8,235,145        6,707,432       13,992,984
   Depreciation and amortization                       1,065,447        3,672,220        2,111,395        4,826,061
                                                  ---------------  ---------------  ---------------  ---------------
   Total costs and expenses                           17,073,859       30,886,432       31,199,987       51,351,964
                                                  ---------------  ---------------  ---------------  ---------------

OPERATING LOSS                                        (3,919,793)      (9,324,231)      (6,492,395)     (15,556,691)

INTEREST EXPENSE, net                                 (1,537,618)        (505,477)      (2,624,056)        (442,691)
OTHER (EXPENSE)INCOME                                          -          555,658                -          557,159
                                                  ---------------  ---------------  ---------------  ---------------

NET LOSS BEFORE INCOME TAXES                          (5,457,411)      (9,274,050)      (9,116,451)     (15,442,223)
INCOME TAX BENEFIT                                             -                -                -                -
                                                  ---------------  ---------------  ---------------  ---------------

NET LOSS                                          $   (5,457,411)  $   (9,274,050)  $   (9,116,451)  $  (15,442,223)
                                                  ===============  ===============  ===============  ===============


NET LOSS PER SHARE -
   BASIC AND DILUTED                              $        (2.77)  $        (2.07)  $        (3.13)  $        (2.91)
                                                  ===============  ===============  ===============  ===============

SHARES USED IN COMPUTING
NET LOSS PER SHARE                                    10,148,325       14,636,884       10,141,624       13,111,655
                                                  ===============  ===============  ===============  ===============
</TABLE>


           The accompanying Notes to Consolidated Financial Statements
             are an integral part of these Consolidated Statements.


<PAGE>
<TABLE>
<CAPTION>
                              TELSCAPE INTERNATIONAL, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 FOR THE SIX MONTHS  ENDED JUNE 30, 2000
                                               AND 1999
                                              (UNAUDITED)

                                                                                 Six Months       Six Months
                                                                                    Ended            Ended
                                                                                June 30, 1999    June 30, 2000
                                                                               ---------------  ---------------
                                                                                 (Unaudited)      (Unaudited)
<S>                                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                     $   (9,116,451)  $  (15,442,223)
                                                                               ---------------  ---------------
  Adjustments to reconcile net loss to net cash
   used in operating activities (excluding effects of purchase acquisition):
    Depreciation and amortization                                                   2,111,395        4,826,061
    Bad debt expense                                                                  116,826          186,185
    Amortization of discounts on debt and lease                                     1,444,708          147,465
     obligations
    Non-cash stock compensation                                                             -          106,794
    Changes in operating assets and liabilities:
     Accounts receivable, net                                                        (747,535)        (398,518)
     Notes receivable                                                                (574,050)         (57,882)
     Inventory                                                                       (754,620)        (441,693)
     Prepaid expenses                                                                (227,422)      (1,081,402)
     Other assets                                                                    (942,351)         728,007
     Accounts payable, accrued, and other liabilities                                  62,355       (2,041,996)
     Unearned revenue                                                                (755,951)        (138,946)
                                                                               ---------------  ---------------
        Total adjustments                                                            (266,644)       1,834,075
                                                                               ---------------  ---------------
        Net cash used in operating activities                                      (9,383,095)     (13,608,148)
                                                                               ---------------  ---------------


CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                               (2,179,792)     (19,005,465)
  Restricted cash                                                                    (163,900)         358,913
  Proceeds of cash from acquisition                                                                  3,125,122
  Repayment of intercompany debt by deconsolidated subsidiary                                        1,909,596
  Reduction in cash due to deconsolidation of subsidiary, net                                         (350,295)
                                                                               ---------------  ---------------
        Net cash used in investing activities                                      (2,343,692)     (13,962,129)
                                                                               ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of warrants and options                                                     3,525,658
  Proceeds from issuance of preferred stock                                        28,081,903       27,775,000
  (Repayment of)/Proceeds from leases and notes payable, net                        2,096,381       (1,019,737)
                                                                               ---------------  ---------------
        Net cash provided by financing activities                                  30,178,284       30,280,921

(DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS                                    18,451,497        2,710,644
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR                                                                   1,255,199       21,219,684
                                                                               ---------------  ---------------
CASH AND CASH EQUIVALENTS AT END OF QUARTER                                        19,706,696       23,930,328
                                                                               ===============  ===============


Supplemental disclosure of cashflow information:
------------------------------------------------

Interest paid                                                                  $      493,674   $      824,106
</TABLE>

           The accompanying Notes to Consolidated Financial Statements
             are an integral part of these Consolidated Statements.


<PAGE>
                          TELSCAPE INTERNATIONAL, INC.
                     CONDENSED NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2000 AND 1999


1.   FINANCIAL  STATEMENTS
     ---------------------

     Certain information and footnote disclosures normally included in financial
statements  prepared in accordance with accounting principles generally accepted
in  the  United  States have been condensed or omitted pursuant to Rule 10-01 of
Regulation  S-X  of  the  Securities  and  Exchange  Commission  ("SEC").  These
financial statements should be read in conjunction with the financial statements
and  notes  thereto included in the Company's Annual Report on Form 10-K for the
year  ended  December  31,  1999.

MANAGEMENT'S  ESTIMATES  AND  ASSUMPTIONS

     The  accompanying  financial  statements  are  prepared  in accordance with
accounting  principles  generally  accepted  in  the United States which require
management to make estimates and assumptions that affect the reported amounts of
assets  and  liabilities  and disclosure of contingent assets and liabilities at
the  date  of  the financial statements and the reported amounts of revenues and
expenses  during  the  reported  period.  The  Company  reviews  all significant
estimates  affecting  the  financial statements on a recurring basis and records
the  effect  of  any  necessary  adjustments prior to their issuance. The actual
results  could  differ  from  those  estimates.

CONCENTRATION  OF  RISK  -  MEXICO

     Mexico  has  experienced  periodic economic crises in the past recent years
resulting  from  sudden,  significant devaluations of the Mexican peso. The last
such devaluation of the Mexican peso in late 1994 caused Mexico to experience an
economic crisis characterized by exchange rate instability, increased inflation,
high  domestic  interest  rates,  reduced  consumer  purchasing  power  and high
unemployment.  Consequently, the Mexican government has exercised, and continues
to  exercise,  significant  influence  over  the  Mexican  economy. Accordingly,
Mexican  governmental  actions  could  have  a  significant  effect  on  Mexican
companies,  including  the  Company's  customers, and overall market conditions.

     The  Company's foreign currency risk is mitigated in Mexico due to the fact
that  many  of  the Company's customers are multinational firms that pay in U.S.
dollars. In addition, most of the customers that do pay in pesos pay at the spot
exchange  rate  in effect at the time of payment as opposed to the exchange rate
at the time the receivable is created. Nevertheless, significant adverse effects
from  any  devaluation  in the Mexican peso could result in an adverse effect on
the  Company's  operations.  In  addition, the Company anticipates an increasing
number  of  peso denominated receivables from customers in Mexico as its network
in  Mexico  becomes  operational.

2.   PRIOR  YEAR  PRESENTATION
     -------------------------

     Prior  year  Balance  Sheets  and  Statements  are  based  upon  Pointe
Communications  Corporation due to the purchase accounting method used to record
the  merger  (see  Note 5 for further discussion).  Certain amounts in the prior
period  financial  statements  have  been reclassified to conform to the current
year  presentation.


<PAGE>
3.   EARNINGS  PER  SHARE
     --------------------

     Basic  net  loss per share is computed using the weighted average number of
shares  outstanding.  Diluted  net loss per share is computed using the weighted
average  number  of  shares  outstanding, adjusted for common stock equivalents,
when  dilutive.  For  the  periods  presented,  the  effect  of  common  stock
equivalents  was antidilutive, as a result, basic and diluted net loss per share
are the same.  The following table has been added to reconcile Net income/(loss)
to  Net  income/(loss)  available  to  common  stockholders.  The  difference
represents  the  beneficial  conversion  charge  incurred  with  respect  to the
issuance  of  Class  F  and Class D (formerly Pointe Class A) Senior Convertible
Preferred  Stock ("Preferred Stock") during the second quarter of 2000 and 1999,
respectively  (see  Note  9).  The  difference  also  includes  the  payment  of
dividends  issued  on Class D, E (Formerly Pointe Class B) and F Preferred Stock
during  the  quarter and six months ended June 30, 2000 and 1999.  The dividends
were  paid  with  additional  shares  of  Preferred  Stock.

<TABLE>
<CAPTION>
                                   Three Months     Three Months      Six Months       Six Months
                                       Ended            Ended            Ended            Ended
                                   June 30, 2000    June 30, 1999    June 30, 2000    June 30, 1999
                                  ---------------  ---------------  ---------------  ---------------
<S>                               <C>              <C>              <C>              <C>
Net income/(loss)                     (9,274,050)      (5,457,411)     (15,442,223)      (9,116,451)
Beneficial conversion charge         (19,059,218)     (22,174,075)     (19,059,218)     (22,174,075)
Preferred stock dividend              (2,002,763)        (447,386)      (3,624,755)        (447,386)
                                  ---------------  ---------------  ---------------  ---------------
Net income/(loss) available
  for common stockholders            (30,336,031)     (28,078,872)     (38,126,196)     (31,737,912)
                                  ===============  ===============  ===============  ===============
Basic and diluted
  net loss per share              $        (2.07)  $        (2.77)  $        (2.91)  $        (3.13)
                                  ===============  ===============  ===============  ===============
Shares used in computing
  net loss per share                  14,636,884       10,148,325       13,111,655       10,141,624
                                  ===============  ===============  ===============  ===============
</TABLE>


4.   INCOME  TAXES
     -------------

     There  was  no  provision for or cash payment of income taxes for the three
months  or six months ended June 30, 2000 and 1999, respectively, as the Company
had  net taxable losses for 1999 and anticipates a net taxable loss for the year
ended  December  31,  2000.

5.   MERGERS  &  ACQUISITIONS
     ------------------------

     On  June  2,  2000,  Telscape  International,  Inc. completed a merger with
Pointe  Communications  Corporation  ("Pointe")  in accordance with the December
31,  1999  Agreement and Plan of Merger ("Merger Agreement").  The merger was an
all-stock  transaction  in which each share of Pointe was exchanged for 0.223514
shares  of  Telscape  common  stock.  The purchase method of accounting has been
used  to record the transaction under which Pointe is viewed as the acquirer for
accounting  purposes  because  its  former  shareholders  own  a majority of the
combined  company's shares.  Therefore, the value of the Telscape common shares,
options  and  warrants  outstanding  on  the date of merger is the consideration
given  in the merger.  The value applied to the shares was based upon the market
price on the date of the Merger Agreement.  The Company is deemed to have issued
8,187,358  common  shares  at  a  value of $12.51 per share and 7,301,239 common
stock  equivalents  valued  under the Black-Scholles model at a weighted average
price  of  $7.44.  Due  to  the  reverse  merger  accounting treatment, Pointe's
balance  sheet  and  results  of operations have been used as the basis of these
Balance  Sheets and Statements.  Telscape's operations from June 2, 2000 through
June  30,  2000  are  included  in  the  consolidated  results  of  operations.


<PAGE>
     In  conjunction  with the merger, the Company recorded intangible assets of
approximately  $172,017,000  due  to the purchase prices exceeding the values of
the  tangible  net  assets  acquired.  After identifying the tangible assets and
liabilities,  the Company allocated the excess to identifiable intangible assets
and  the  remainder to goodwill. Allocation of the purchase price among tangible
and intangible assets was performed based upon information available at the time
of acquisition and is subject to adjustment for up to one year after acquisition
in  accordance  with  Accounting  Principles  Board  ("APB")  Opinion  No.  16.
Amortization  of  these costs  is  included  in depreciation and amortization in
the accompanying statements  of operations.  The allocation of intangible assets
and  their  respective  amortization  periods  are  as  follows:

     INTANGIBLE                 AMOUNT                ESTIMATED  LIFE
     ----------                 ------                ---------------
     Acquired Customer Base     $  17,202,000             2  Years
     License  and  other        $  51,605,000          5-30  Years
     Goodwill                   $ 103,210,000            20  Years

     The  following  table presents the condensed unaudited consolidated balance
sheet of Telscape on the merger date:

Current Assets                       24,111,135
Property and Equipment               63,897,290
Long Term Assets                     40,898,097
                                    -----------
Total Assets                        128,906,522

Current Liabilities                  65,858,530
Long Term Liabilities                43,142,527
Stockholders Equity                  19,905,465
                                    -----------
Total Liabilities and Equity        128,906,522

     The  following  table presents the unaudited pro forma consolidated results
of operations of the Company as though the merger took place on January 1, 1999:

                                        Six Months Ended     Six Months Ended
                                         June 30, 1999        June 30, 2000

Revenues                               $      81,435,592   $      71,628,141

Net loss                               $     (18,933,100)  $     (27,129,217)

Net loss per share, basic and diluted  $           (6.17)  $           (2.51)

     The  pro forma financial information does not purport to represent what the
consolidated  results  of  operations would have been if the Acquisitions had in
fact  occurred  on  these  dates,  nor  does  it  purport to indicate our future
consolidated  financial  position  or future consolidated results of operations.
The  pro  forma  adjustments  are  based  on currently available information and
certain  assumptions  that  management  believes  to  be  reasonable.

6.   TELECOMMUTE  SOLUTIONS
     ----------------------

     During  the  quarter  ended  March  31,  2000,  the  Company's  subsidiary
Telecommute Solutions Inc. ("TCS") completed a private placement of its Series B
Convertible  Preferred  Stock  for  gross  proceeds  totaling  approximately $19
million.  The preferred stock is convertible into shares of TCS common stock and
votes  with  common stockholders on an as-converted basis.  Upon issuance of the
Series  B  Preferred  Stock,  the  TCS Series A convertible non-voting preferred
stockholders  converted their stock into TCS common stock.  As a result of these
transactions  the  Company's  ownership  of  TCS  was  reduced  from  100%  to
approximately  23%.  Therefore,  TCS  is no longer a consolidated subsidiary and
the  Company  will account for its ownership using the equity method.  As of the
date  of  deconsolidation,  TCS's  cumulative  losses  exceeded  the  Company's
investment.  Therefore,  the  investment  account  was  a  credit  balance  of
approximately  $3.5  million,  which  has  been  reclassed to additional paid in
capital  along with the minority interest related to the Class A preferred stock
of  approximately $2.0 million, in accordance with Staff Accounting Bulletin No.
51.  TCS  is  in  a net loss position and after the entries above, the Company's
basis in the TCS investment is $0, therefore, no income/loss has been recognized
during  the  first  or  second  quarter  of  2000.

7.   BUSINESS  SEGMENT  REPORTING
     ----------------------------

     Effective  January  1998,  the  Company  adopted SFAS No. 131, "Disclosures
About  Segments  of  an  Enterprise  and Related Information," which established
revised  standards  for  the  reporting of financial and descriptive information
about  operating  segments  in  financial  statements.  The  Company  has  three
reportable  segments:  CLEC/DLEC  International Long Distance (ILD) and Advanced


<PAGE>
Services.  Revenues  in  CLEC  Services  are  generated  through subscription of
Hispanic  consumer and small to medium size business customers for the provision
of  local,  long distance and internet services in certain target markets in the
United  States.  Revenues  in the ILD Services segment are generated on a retail
basis  through the sale of pre-paid cards and on a wholesale basis through sales
to other carriers.  Revenues in the Advanced Services segment are generated from
network  solutions  services,  customer  relationship  management  and broadband
services  and  products.  The Company provides CLEC Services to customers in the
United  States and ILD Services to customers in the United States and in Mexico.
Advanced  Services  are  provided  to customers in the United States, Mexico and
other  parts  of  Latin  America.  Operating  results by business segment are as
follows:

<TABLE>
<CAPTION>
                                                                    SIX MONTHS ENDED
                                          QUARTER ENDED
                                      6/30/99       6/30/00       6/30/99        6/30/00
                                    ------------  ------------  ------------  -------------
<S>                                 <C>           <C>           <C>           <C>
REVENUES:
---------
CLEC/DLEC                           $ 1,254,883   $ 1,584,680   $ 2,507,529   $  2,997,189
INTERNATIONAL LONG DISTANCE          11,899,183    16,526,072    22,200,063     29,346,635
ADVANCED SERVICES
     NETWORK SOLUTIONS                        -     1,606,942             -      1,606,942
     CUSTOMER RELATIONSHIP MGT.               -     1,275,459             -      1,275,459
     BROADBAND SERVICES                       -       569,048             -        569,048
                                    ------------  ------------  ------------  -------------
       TOTAL REVENUES                13,154,066    21,562,201    24,707,592     35,795,273

COST OF SERVICES:
-----------------
CLEC/DLEC                               914,221     1,495,057     1,807,798      2,719,944
INTERNATIONAL LONG DISTANCE          11,219,911    15,719,416    20,573,362     28,048,381
ADVANCED SERVICES
     NETWORK SOLUTIONS                        -       776,672             -        776,672
     CUSTOMER RELATIONSHIP MGT.               -       482,729             -        482,729
     BROADBAND SERVICES                       -       505,193             -        505,193
                                    ------------  ------------  ------------  -------------
TOTAL COST OF SERVICES               12,134,132    18,979,067    22,381,160     32,532,919

GROSS MARGIN
------------
CLEC/DLEC                               340,661        89,623       699,731        277,245
INTERNATIONAL LONG DISTANCE             679,273       806,656     1,626,700      1,298,254
ADVANCED SERVICES
     NETWORK SOLUTIONS                        -       830,270             -        830,270
     CUSTOMER RELATIONSHIP MGT.               -       792,730             -        792,730
     BROADBAND SERVICES                       -        63,855             -         63,855
                                    ------------  ------------  ------------  -------------
TOTAL GROSS MARGIN                    1,019,934     2,583,134     2,326,431      3,262,354

SELLING GENERAL & ADMINISTRATIVE
--------------------------------
CLEC/DLEC                               409,515     3,095,075       770,499      4,798,229
INTERNATIONAL LONG DISTANCE           2,303,165     1,733,229     4,123,714      3,609,572
ADVANCED SERVICES
     NETWORK SOLUTIONS                        -     1,568,308             -      1,568,308
     CUSTOMER RELATIONSHIP MGT.               -       350,874             -        350,874
     BROADBAND SERVICES                       -       192,971             -        192,971
CORPORATE & NETWORK                   1,161,600     1,294,688     1,813,219      3,473,030
                                    ------------  ------------  ------------  -------------
       TOTAL SG&A                     3,874,280     8,235,145     6,707,432     13,992,984

   DEPRECIATION & AMORTIZATION        1,065,447     3,672,220     2,111,395      4,826,061
                                    ------------  ------------  ------------  -------------
          TOTAL COSTS AND EXPENSES    4,939,727    11,907,365     8,818,827     18,819,045

OPERATING LOSS                       (3,919,793)   (9,324,231)   (6,492,395)   (15,556,691)
                                    ------------  ------------  ------------  -------------
</TABLE>


<PAGE>
8.   NOTES  PAYABLE
    --------------

     On  January 11, 1999, the Company entered into a financing arrangement with
a  finance  company,  which provides for funding of equipment purchases of up to
$7.0  million  through  December  31,  1999.  The  financing  is  structured  as
long-term loans maturing January 1, 2005.  The Company is not in compliance with
certain  financial covenants under this loan facility and has requested a waiver
from  the finance company of their rights under the agreement to enforce default
provisions  due  to non-compliance with these financial covenants for the second
quarter  of  2000.  The  amounts outstanding under this facility of $5.6 million
have been classified as current in the financial statements as of June 30, 2000.
The  Company may have to request additional waivers from the finance company due
to  non-compliance  with  financial  covenants  in future quarters.  The Company
cannot  guarantee  that  the finance company will provide us with the waiver for
results ended June 30, 2000 nor can it guarantee that they would provide us with
additional  waivers  in which case they could enforce the default provisions and
accelerate  the  maturity  date.  Should that be the case, there is no guarantee
that  the  Company  would  be  able to obtain a replacement facility.  A default
under  this  agreement  would  trigger  cross  defaults  under the Lucent Credit
Agreement.

     On  August  27, 1999, the Company, along with its subsidiaries, Telereunion
S.A.  de  C.V.,  Telereunion  International,  S.A.  de  C.V., Telereunion, Inc.,
Telscape  USA,  Inc.,  MSN Communications, Inc., Interlink Communications, Inc.,
TSCP  International,  Inc., Vextro De Mexico S.A.  de C.V., and its wholly-owned
subsidiary,  Servicios  Corporativos  Vextro,  S.A.  de C.V., Telscape de Mexico
S.A.  de  C.V.,  N.S.I.  S.A.  de  C.V.,  Lan  and  Wan  S.A.  de C.V.  and M.S.
Noticias  y  Telecomunicaciones,  S.A.  de  C.V.  signed a credit agreement with
Lucent  Technologies,  Inc.  (the "Lucent Credit Agreement").  The Lucent Credit
Agreement  provides for up to $40 million in financing under long-term repayment
terms.  In  March  2000,  Lucent  extended  its  commitment,  subject to certain
conditions  precedent, by an additional $20 million.  The Company borrowed $23.9
million  under  the  Lucent  Credit  Agreement  on August 27, 1999.  The Company
funded  an additional $16.1 million under the Lucent facility on April 20, 2000,
$14.6  million  of which was applied to payables outstanding and $1.5 million of
which  was  for  interest  and  fees  due  under  the facility.  The Company has
incurred  unfunded  obligations  in  the  construction  of the network in Mexico
totaling $15.5 million at June 30, 2000.  As of June 30, 2000, the Company is in
default  of  certain  financial covenants of the Lucent Credit Agreement and has
received a waiver from Lucent for its default on said covenants.  The waiver has
been extended through August 30, 2000.  The Company intends to fund  the balance
of  its  Mexico network obligations  and capitalize some of the initial interest
payments due on amounts outstanding  under this facility, with proceeds from the
facility,  upon  closing  of  the  additional  $20  million  commitment.

     On October 22, 1999, the Company signed a loan agreement with Lennox Invest
Ltd.,  a  BVI Corporation, which provided for funding of up to $10.0 million.  A
total  of $1.5 million has been funded on this facility, which bears interest at
10%  per  annum.  Interest  on  each  note  is  to  be paid at maturation of the
respective  note,  which  occurs six months after the date of each note.  Of the
$1.5  million funded under the facility, $1.0 million matured on April 19, 2000,
and  $0.5  million  matured  on  April  26, 2000.  In December 1999, the Company
informed  Lennox  that  it  would  not be drawing any further funding under this
facility  due  to  a  breach  of contract on the part of Lennox.  The Company is
currently  in  a  dispute  with  Lennox  concerning  the  $1.5 million loan.  In
addition  to  the  issues  associated  with  the breach mentioned above, certain
parties  associated with Lennox have claimed entitlement to the repayment of the
$1.5 million.  On May 10, 2000, the Company informed Lennox that it was prepared
to  resolve  the  disputes provided that all parties agree to a resolution.  The
parties  have  agreed in principal to a settlement and are currently negotiating
the  final  terms,  which  will  likely  include  repayment  of a portion of the
outstanding  $1.5  million,  conversion  of  the  remainder into a debenture and
issuance  of  additional  warrants.


<PAGE>
9.   EQUITY
     ------

     In  conjunction  with  the  merger  with  Pointe, Telscape issued 11,404.84
shares  of Class D with a face value of approximately $34.2 million and 7,630.23
shares  of  Class  E  Preferred  Stock  with  a face value of approximately 22.9
million ("Class D Preferred Stock" and "Class E Preferred Stock"), to the former
holders of Pointe Communications Corporation Class A  and  B  Senior Convertible
Preferred  Stock,  respectively.  The terms of the Class D and E Preferred Stock
are  the  same  as  the  former Pointe Communications Corp. Class A and B Senior
Convertible  Preferred Stock in all material respects except that the conversion
price  has been adjusted for the exchange ratio of 0.223514 shares of underlying
Pointe  common  stock  for  each  Telscape  share  of  underlying  common stock.

     Also  in  conjunction  with  the  merger  with  Pointe,  Telscape  raised
$29,575,000  and  exchanged  an  additional $2,000,000 of debt (the senior notes
described  in  footnote  9)  for  equity  in  a  private  offering  of its newly
designated  Class  F  Convertible  Senior  Preferred  Stock  ("Class F Preferred
Stock").  The Class F Preferred Stock has a stated value (and also a liquidation
value) of $100.00 per share and was exempt from the registration requirements of
the Securities Act. In connection with this offering, the Company authorized the
issuance  of 315,750 shares of the Class F preferred stock which are potentially
convertible  into  an  aggregate of 3,850,610 shares of Telscape's common stock.
Additionally,  in  connection with the private placement, the Company authorized
the  issuance  of  warrants  to  purchase  1,925,305 shares of Telscape's common
stock.  The  Preferred  Stock  earns dividends at a rate of 12% per annum, which
are  cumulative  and  payable in either cash or shares of Preferred Stock at the
Company's  discretion.  Each  share  of  Preferred  Stock  is convertible at the
holders  option  into  common  stock  at  a  conversion price of $8.20 per share
(subject  to  adjustment  for  certain  diluting  issues)  at any time while the
Preferred Stock remains outstanding. The Company has reserved the right to cause
the  holders  of  Class  F  Preferred  Stock to convert their shares if Telscape
enters  into  a  public offering of Telscape's common stock or if after one year
from  issuing  the  Class F Stock, (1) Telscape's common stock is trading on the
New  York  Stock  Exchange,  the  Nasdaq  National  Market or the American Stock
Exchange,  (2) the common stock shall have traded for a period of 20 consecutive
trading days at a price of $15.00 (or the adjusted figure after any stock split,
stock  dividend, reverse stock split or similar recapitalization event), and (3)
the  cumulative  average  daily  trading  volume  in  that  period  is  at least
$3,000,000.  Telscape shall be required to exchange all of the Class F Preferred
Stock for shares of Common Stock on the seventh anniversary of the issue date of
the  Class  F  Preferred  Stock;  provided that the shares of common stock to be
issued  have  been  registered  and  listed  on  each  securities  exchange,
over-the-counter  market  or  on  the  Nasdaq  National  Market on which similar
securities  issued  by  Telscape  are  then  listed.

     The warrants issued give the holders the right to purchase 1,925,306 shares
of  Telscape's  common stock. The warrants terminate on the fifth anniversary of
the  date  of  issuance. The exercise price of the warrants is $10.00 per share,
subject to adjustment in the same manner as the Class F Stock for any event that
changes  the number of outstanding shares of Telscape's common stock. A cashless
exercise  option  is  also available to warrant-holders.  If the market price of
the  common  stock  is equal to at least $15.00 per share (as adjusted for stock
splits, recapitalizations, mergers, consolidations and other similar events) for
20  consecutive trading days, Telscape has the right to cause the warrantholders
to  exercise  the  warrants.  The  Company  is  obligated to file a registration
statement  to  register the shares underlying the Class F Preferred Stock within
150  days  of  the  closing  date.

     In  conjunction  with  the  issuance  of  the  Class F Preferred Stock, the
Company  evaluated  whether  a  beneficial conversion  feature  existed  on  the
date  of  issuance,  as  defined  in  the  Emerging  Issues  Task Force ("EITF")
98-5.  The  proceeds  received  in  conjunction  with  the  issuance  were first
allocated  to  the $11.1 million fair value of the warrants, as calculated using
the  Black-scholles  model.  The  remaining  proceeds  of  $20.5  million  were
allocated  to  the Class F Preferred Stock. This amount was then compared to the
fair  market  value  of  the  shares underlying the Class F Preferred  Stock  of
$39.5  million, determined by multiplying the number of shares   by  the  market
price   on  the  date  of  issuance  of  $10.25.   The  difference  of  $19.0
million  has  been  recognized  as  a  beneficial  conversion  feature  on  the
Preferred  Stock  and  recorded  as a non-operating non-cash charge directly  to
accumulated  deficit  and  an  increase  in  additional  paid  in  capital.


<PAGE>
     Also  during  the second quarter of 2000, the Company issued 167,635 shares
of  common  stock in conjunction with the conversion of $900,000 principal value
convertible debentures; issued 98,091 shares of common stock in conjunction with
the  exercise  of  employee  stock  options  for proceeds totaling $490,000; and
issued  566,196  shares  of  common  stock  in  conjunction with the exercise of
warrants  for  proceeds  totaling  $2,658,160.  Finally,  the  Company  reversed
compensation  expense  totaling  $410,148  previously  recognized with regard to
variable  options.  This  reduction  in  expense  was  required as a result of a
reduction  in  the  market  price below the prior quarter's price which had been
used  to  measure  compensation  expense as a result of an appreciation over the
strike  price  on  certain  variable  options  as  required  by  APB  25.

10.  NEW  ACCOUNTING  STANDARDS
     --------------------------

     In June 1998, the Financial Accounting Standards Board issued Statement No.
133  "Accounting  for  Derivative  Instruments and Hedging Activities," which is
effective  for  fiscal  years  beginning after June 15, 1999.  In June 1999, the
FASB  issued  Statement  No.  137  "Accounting  for  Derivative  Instruments and
Hedging  Activities  -  Deferral  of the Effective Date of FASB No.  133", which
amends  statement No.  133 to be effective for all fiscal quarters of all fiscal
years  beginning  after June 15, 2000.  The statement establishes accounting and
reporting  standards for derivative instruments and transactions involving hedge
accounting.  The  Company  does  not  expect it to have a material impact on its
financial  statements.

     On  December  3,  1999, the Securities and Exchange Commission issued Staff
Accounting  Bulletin  (SAB)  No.  101,  "Revenue  Recognition  in  Financial
Statements."  The Company is required to adopt this accounting guidance no later
than June 30, 2000.  SAB 101 provides additional guidance on revenue recognition
as  well  as  criteria  for  when revenue is generally realized and earned.  The
Company  believes the adoption of SAB No. 101 will not have a material impact on
future  operating  results.

Item  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS.

THE  MERGER
-----------

     On  June  2,  2000  the  merger  between  Telscape  International,  Inc.
("Telscape")  and  Pointe  Communications, Corporation ("Pointe") (the "Merger")
was  completed.  In  an all-stock transaction each share of Pointe was exchanged
for 0.223514 shares of Telscape common stock.  Telscape issued 12,159,767 shares
in  the  Merger  registered  on  Form  S-4 declared effective May 12, 2000.  The
issuance  of  shares resulted in a change of control of Telscape with the former
Pointe  shareholders  receiving  approximately  60%  of  Telscape's  issued  and
outstanding  shares in the Merger. The surviving company trades under the ticker
symbol  "TSCP" on the NASDAQ National Market System.  We believe that the merger
of  the  combined  companies  creates  one  of  the leading providers of bundled
communications  services in the U.S. Hispanic and paired-Latin American markets.
Some  of  the  benefits  of  the  combined  companies  are:
-     An  experienced  management  team  with  a  significant  Latin  component.
-     Creates  an  integrated  communications  provider catering to Hispanics in
      both  the  US  and  Latin  America.
-     Infrastructure-based strategy utilizing a "Smart Build" approach including
      a  fiber  optic  network  under  construction  by  Telscape  in  Mexico.
-     Greater  critical  mass  and  compelling  synergies  and  cost  savings.
-     One of the few companies that can compete in the U.S. and Latin America as
      one  company.
-     Combined  company  strategy  addresses  rapidly  growing  and deregulating
      markets  with  significant  competitive  opportunities.


<PAGE>
BUSINESS  UNIT  ALIGNMENT:
--------------------------

     The combined Company has restructured into three distinctive business units
including  Advanced Services, CLEC/DLEC and International Long Distance ("ILD"),
allowing  crisper  focus, metric management and orderly go to market initiatives
(see  Note  7  to  the Company's unaudited consolidated financial statements for
business  segment  financial  information).  Reporting  to  Peter C.  Alexander,
President and COO, are Manual Landa - President, Advanced Services, Ruben Garcia
- President, CLEC/DLEC Services, and Jesse E.  Morris - President, International
Long Distance Services.  The Advanced Services business unit will build upon the
Mexican  network  asset to grow its technical outsourcing and network management
services  business  in  the  US  and  Mexico.  Equally important, with the fiber
network  in  place,  Telscape  will  have  a  competitive advantage offering ISP
backbone  services  providing  eCommerce  transport and voice, data and Internet
services  via  its  own  fiber  and  its  satellite communication network, where
certain  geographic  limitations prevent the installation of wire or cable.  The
Company's  CLEC/DLEC  Services  unit provides local, long distance, and Internet
services  to  targeted  U.S.  Hispanic  markets.  By positioning itself as a one
stop  offering  with  full  Spanish and English support, Telscape believes it is
exclusively  aiming  at a largely under served US market segment.  The CLEC/DLEC
unit has opened operations to date in Los Angeles and Miami, and expects to open
San  Diego,  Houston, San Francisco, New York, Chicago, Dallas and San Juan over
the  next  six  quarters,  covering just over 19 million Hispanics in the United
States.  Telscape's  International  Long Distance ("ILD") Services unit offers a
broad  array  of  traditional  telecom  services,  including wholesale services,
prepaid  services  and  other  interconnect  services  in  the United States and
Mexico.

CLEC/DLEC  DEPLOYMENT
---------------------

     One  of  Telscape's  key  strategic  elements  is the implementation of its
CLEC/DLEC  operations  in  the  major  niche  Hispanic markets across the United
States.  Telscape  offers consumers and commercial customers a comprehensive one
stop  shop  solution  to  the  Hispanic  community  for  basic  and  enhanced
telecommunication  needs,  including  local,  domestic  and  international  long
distance,  and  Internet  services.  In  the  second  quarter,  the  Company
successfully  launched  its  CLEC/DLEC  operations  in  Los  Angeles  and Miami.
Expansion  is  under  way in San Diego and Houston, which will be ready to begin
providing  service  during  the  third  and  fourth  quarters,  respectively.
Supporting  this  effort  is  an aggressive marketing strategy, including direct
marketing,  telemarketing,  print  and  broadcast  advertising  and  retail
Telemercardos.  Initial results indicate positive acceptance within the Hispanic
community  and  significant  potential  for  future  sales.

MEXICO  NETWORK  DEPLOYMENT
---------------------------

     The  Company  signed  an Interconnection Agreement with Telmex and capacity
exchange  swap  agreements  during  the second quarter with Avantel and Alestra.
These  Agreements  will  allow Telscape to interconnect between 22 cities on its
Mexican  fiber  network.  Once  fully interconnected, Telscape will have a fiber
network  with  approximately  4100 kilometers across Mexico, covering most major
cities  including  Mexico  City, Monterrey and Puebla, representing more than 25
million people and about one-third of the total telephone lines in Mexico, which
we  anticipate  will  occur  by  the  end  of 2000.  This network will allow the
Company  to  transition  its  business  in  Mexico  from provisioning of network
equipment  to bundling of telecommunications services, including voice and data,
focused  primarily  on  small  and medium size businesses as well as wholesaling
fixed  and  variable  network  capacity  to  other  telecommunication providers.
Additionally,  the  most  immediate effect the network is expected to have is to
reduce  the  cost  of  its  ILD  traffic  terminating  in  Mexico,  which is the
terminating point of the majority of this segment's traffic.  This will serve to
improve the Company's overall margin as revenue shifts to higher margin Advanced
Services  products  and  margins  improve  on  its  lower  margin  ILD business.

CORPORATE  RESTRUCTURING  INITIATIVES
-------------------------------------

     Management  is  fully  committed  to  maximizing  shareholder  value  and
realization  of  its  corporate  objective  of  being the preeminent provider of
traditional,  value  add  and next generation telecommunication services to both
consumers  and  businesses  in  Hispanic  communities  in  the United States and
Mexico.  In  order to eliminate certain redundant operations and to maximize the
synergies  arising  out of the Merger, the Company is aggressively assessing the
possible sale or disposal of certain non-core assets, which may not be strategic


<PAGE>
to  future  growth or margin sustainability. In addition management policies and
procedures  have  been  implemented throughout the Company with the intention of
immediately  reducing  expenses  and improving margins. Management believes that
the  majority  of these initiatives will be announced and implemented within the
next  60  days.  Certain  restructuring  charges  will  be associated with these
initiatives  during  the  third  quarter  of  2000.

     See  "Liquidity  and  Capital  Resources" for a discussion of the Company's
ability  to  meet  the capital requirements associated with its expansion plans.

RESULTS  OF  OPERATIONS

     The following table sets forth certain financial data for the three and six
months  ended  June 30, 2000 and 1999.  Operating results for any period are not
necessarily  indicative  of  results  for  any  future  period.

<TABLE>
<CAPTION>
                                            QUARTER ENDED              SIX MONTHS ENDED
                                       6/30/99        6/30/00        6/30/99        6/30/00
                                    -------------  -------------  -------------  -------------
<S>                                 <C>            <C>            <C>            <C>
REVENUES:
---------
CLEC                                $  1,254,883   $  1,584,680   $  2,507,529   $  2,997,189
INTERNATIONAL LONG DISTANCE           11,899,183     16,526,072     22,200,063     29,346,635
ADVANCED SERVICES
     NETWORK SOLUTIONS                         -      1,606,942              -      1,606,942
     CUSTOMER RELATIONSHIP MGT.                -      1,275,459              -      1,275,459
     BROADBAND SERVICES                        -        569,048              -        569,048
                                    -------------  -------------  -------------  -------------
       TOTAL REVENUES                 13,154,066     21,562,201     24,707,592     35,795,273

COST OF SERVICES:
-----------------
CLEC                                     914,221      1,495,057      1,807,798      2,719,944
INTERNATIONAL LONG DISTANCE           11,219,911     15,719,416     20,573,362     28,048,381
ADVANCED SERVICES
     NETWORK SOLUTIONS                         -        776,672              -        776,672
     CUSTOMER RELATIONSHIP MGT.                -        482,729              -        482,729
     BROADBAND SERVICES                        -        505,193              -        505,193
                                    -------------  -------------  -------------  -------------
TOTAL COST OF SERVICES                12,134,132     18,979,067     22,381,160     32,532,919

GROSS MARGIN
------------
CLEC                                     340,661         89,623        699,731        277,245
INTERNATIONAL LONG DISTANCE              679,273        806,656      1,626,700      1,298,254
ADVANCED SERVICES
     NETWORK SOLUTIONS                         -        830,270              -        830,270
     CUSTOMER RELATIONSHIP MGT.                -        792,730              -        792,730
     BROADBAND SERVICES                        -         63,855              -         63,855
                                    -------------  -------------  -------------  -------------
TOTAL GROSS MARGIN                     1,019,934      2,583,134      2,326,431      3,262,354

SELLING GENERAL & ADMINISTRATIVE
--------------------------------
CLEC                                     409,515      3,095,075        770,499      4,798,229
INTERNATIONAL LONG DISTANCE            2,303,165      1,733,229      4,123,714      3,609,572
ADVANCED SERVICES
     NETWORK SOLUTIONS                         -      1,568,308              -      1,568,308
     CUSTOMER RELATIONSHIP MGT.                -        350,874              -        350,874
     BROADBAND SERVICES                        -        192,971              -        192,971
CORPORATE & NETWORK                    1,161,600      1,294,688      1,813,219      3,473,030
                                    -------------  -------------  -------------  -------------
       TOTAL SG&A                      3,874,280      8,235,145      6,707,432     13,992,984


<PAGE>
   DEPRECIATION & AMORTIZATION         1,065,447      3,672,220      2,111,395      4,826,061
                                    -------------  -------------  -------------  -------------
          TOTAL COSTS AND EXPENSES     4,939,727     11,907,365      8,818,827     18,819,045

OPERATING LOSS                        (3,919,793)    (9,324,231)    (6,492,395)   (15,556,691)
                                    -------------  -------------  -------------  -------------

INTEREST EXPENSE, NET                 (1,537,618)      (505,477)    (2,624,056)      (442,691)
OTHER INCOME                                   -        555,658              -        557,159

                                    -------------  -------------  -------------  -------------
NET LOSS                            $ (5,457,411)  $ (9,274,050)  $ (9,116,451)  $(15,442,223)
                                    =============  =============  =============  =============

BENEFICIAL CONVERSION FEATURE        (22,174,075)   (19,059,218)   (22,174,075)   (19,059,218)
PREFERRED DIVIDENDS                     (447,386)    (2,002,763)      (447,386)    (3,624,755)

  NET LOSS AVAILABLE TO
       COMMON SHAREHOLDERS          $(28,078,872)  $(30,336,031)  $(31,737,912)  $(38,126,196)
                                    =============  =============  =============  =============

NET LOSS PER SHARE                  $      (2.77)  $      (2.07)  $      (3.13)  $      (2.91)
                                    =============  =============  =============  =============

SHARES USED IN COMPUTING
NET LOSS PER SHARE                    10,148,325     14,636,884     10,141,624     13,111,655
                                    =============  =============  =============  =============
</TABLE>

     The  results  of operations presented above are not comparable to the prior
results  of Telscape.  Results set forth in this filing for the quarter and year
to  date present the results of operations of Pointe, which merged with Telscape
on  June  2, 2000.  This purchase accounting treatment is mandated by accounting
principals  generally  accepted in the United States because the majority of the
equity  of  the  combined  companies  is  held  by  former  Pointe shareholders.
Accordingly,  the  results  reflect the full quarter and year to date results of
Pointe  and  the  results of Telscape from the Merger date through June 30, 2000
only.  The  1999  results  are  Pointe's  only  and  do not reflect any Telscape
results.

     Consolidated  revenues  for  the  combined  lines of business for the three
months  ended  June  30,  2000  and  1999  were  $21,562,201  and  $13,154,066
respectively,  an  increase  of  8,408,135  or  63.9%.  Gross  Margin  totaled
$2,583,134  million  or  12.0%  for  the  quarter  ended  June  30,  2000 versus
$1,019,934 or 7.8% for the same quarter in 1999.  SG&A expenses for the quarters
ended  June  30, 2000 and 1999 were $8,235,145 and $3,874,280 or 38.2% and 29.5%
as  percentages of revenues, respectively.  Operating Loss for the quarter ended
June  30,  2000  was  $9,324,231  compared to $3,919,793 for the same quarter in
1999.

     During  the  six  months  ended June 30, 2000 revenues were $35,795,273, an
increase  of  $11,087,681  or  44.9%, from the same period in 1999. Gross Margin
totaled $3,262,354 million or 9.1% for the six months ended June 30, 2000 versus
$2,326,432  or  9.4%  for  the six months ended June 30, 1999. Year to date SG&A
expenses  for  the  periods  ended  June  30, 2000 and 1999 were $13,992,984 and
$6,707,432  or  39.1%  and  27.1%  as  percentages  of  revenues,  respectively.
Operating  Loss  for the six months ended June 30, 2000 was $15,556,690 compared
to  $6,492,395  for  the same period in 1999.  Net Loss for the six months ended
June  30,  2000  totaled  $15,442,223 or ($2.91) per share, on a basic and fully
diluted  basis,  as  compared to a Net Loss of $9,116,451, or ($3.13) per share,
for  the  similar  period  ended  June  30,  1999.

     The increase in revenues came mainly in the International Long Distance and
Advanced  Services business segments principally as a result of the Merger.  The
CLEC  business  unit began selling a bundled package of local, long distance and
Internet  services  to  the  Hispanic community in Los Angeles during the second
quarter.  Prior  to  that CLEC revenues were the result of prepaid local service
in  the  Atlanta  market  and  Internet access services primarily in the Houston
market.  Gross  margin  increased  during  the  quarter as a result of increased
revenue  and  also  increased  as  a  percentage of revenue primarily due to the
change  in  product  mix  making  higher  margin  Advanced  Services  a  greater
proportion  of overall revenue.  Overall margins and International Long Distance
margins  in  particular  are  expected  to  improve as the Company completes the
interconnection  with  Telmex  of  the  Mexican Fiber Network.  The interconnect


<PAGE>
agreement  was  signed  during  the second quarter and the first of the total 22
cities  are  expected  to  be physically interconnected during the third quarter
with  the  remainder  expected to be completed by the end of 2000. SG&A expenses
increased as a result of the Merger and as a result of the CLEC business segment
ramping  up  its  selling and administrative costs in advance of rolling out its
bundled  product offering.  Sales began in Los Angeles during the second quarter
and  are  expected  to  begin  in  Miami and San Diego during the third quarter.

     Basic  and  diluted  Net  Loss  per  share includes non-operating, non-cash
charges of $21,061,981 or ($1.44) per share and $22,683,973 or ($1.73) per share
for  the three and six months ended June 30, 2000 and $22,621,461 or ($2.23) per
share  for  both  the  three  and  six months ended June 30, 1999.   The charges
relate  to  paid  in  kind dividends on the Class D, E, and F Senior Convertible
Preferred  Stock  and  beneficial  conversion charges related to the issuance of
Class  D  and  F  Senior  Convertible  Preferred  Stock issued during the second
quarter  of  1999  and 2000 respectively.  The beneficial conversion charge is a
non-recurring,  non-cash  charge  required  under  Emerging  Issues  Task  Force
("EITF")  98-5.  The  proceeds  received  in conjunction with the issuances were
first  allocated to the warrants attached to the Preferred Stock.  The remainder
of  the  proceeds  were  allocated  to  the  Preferred Stock and compared to the
theoretical  value  (based  upon  the  quoted market price) of the common shares
underlying  the  Preferred  Stock.  The  excess  of  the  market  value  of  the
underlying  shares  over the proceeds was taken as a one time charge to retained
earnings  during  each  of  the  respective  quarters.


LIQUIDITY  AND  CAPITAL  RESOURCES

     Net  cash  used  in operating activities was $13.6 million and $9.4 million
for  the  six  months  ended June 30, 2000 and 1999, respectively.  The increase
from  1999  to  2000  is  primarily the result of increases in operating losses.

     The  Company  used  $13.9  million  in investing activities, principally to
acquire  $19.0  million  of property and equipment for use mainly in the US CLEC
operations in Los Angeles, Miami and San Diego.  This was offset by $3.1 million
of  cash acquired in the Merger between Pointe and Telscape.  Additionally, $1.9
million  was  received  in  repayment  of a loan to Telecommute Solutions, Inc.,
which  was  formerly a consolidated subsidiary but was deconsolidated during the
first  quarter  of  2000  as  a  result  of  a  private investment directly into
Telecommute,  which  drove  the  Company's  ownership  below  fifty  percent.

     The  Company's  financing  activities for the year to date through June 30,
2000 generated a net $30.3 million mainly as a result of the issuance of Class F
Senior Convertible Preferred Stock (see Note 9), which generated net proceeds of
approximately $27.8 million.  Additionally, the Company received $3.5 million in
conjunction with the exercise of warrants and options and repaid $1.0 million of
principal  on  leases  and  notes  payable.

     As  of  June 30, 2000, the Company had cash on hand of $23.9 million with a
negative working capital balance of $33.3 million.  Of this $33.3 million, $15.6
million  represents  accounts  payable to Lucent incurred in connection with the
construction  of  the  Mexican  network.  We  plan  to  finance  these  network
construction  accounts  payable  under  the  Lucent  credit agreement subject to
availability  as  discussed  below.  Additionally, we have classified as current
$5.6  million  in  notes  payable  due  to  non-compliance  of certain financial
covenants  under  a  loan  facility  as  discussed  below.

     On  January  11,  1999,  the  Company signed a financing arrangement with a
finance company, which provides for funding of equipment purchases of up to $7.0
million  through  December  31,  1999.  The financing is structured as long-term
loans  maturing  January 1, 2005.  The Company is not in compliance with certain
financial covenants under this loan facility and has requested a waiver from the
finance  company  of  their  rights  under  the  agreement  to  enforce  default
provisions  due  to non-compliance with these financial covenants for the second
quarter  of  2000.  The  amounts outstanding under this facility of $5.6 million
have been classified as current in the financial statements as of June 30, 2000.
The  Company may have to request additional waivers from the finance company due
to  non-compliance  with  financial  covenants


<PAGE>
in  future quarters.  The Company cannot guarantee that the finance company will
provide  us with the waiver for results ended June 30, 2000 nor can it guarantee
that  they  would  provide  us  with additional waivers in which case they could
enforce the default provisions and accelerate the maturity date.  Should that be
the  case,  there  is  no  guarantee  that the Company would be able to obtain a
replacement  facility.  A  default  under  this  agreement  would  trigger cross
defaults  under  the  Lucent  Credit  Agreement.

     On  August  27, 1999, the Company, along with its subsidiaries, Telereunion
S.A.  de  C.V.,  Telereunion  International,  S.A.  de  C.V., Telereunion, Inc.,
Telscape  USA,  Inc.,  MSN Communications, Inc., Interlink Communications, Inc.,
TSCP  International,  Inc., Vextro De Mexico S.A.  de C.V., and its wholly-owned
subsidiary,  Servicios  Corporativos  Vextro,  S.A.  de C.V., Telscape de Mexico
S.A.  de  C.V.,  N.S.I.  S.A.  de  C.V.,  Lan  and  Wan  S.A.  de C.V.  and M.S.
Noticias  y  Telecomunicaciones,  S.A.  de  C.V.  signed a credit agreement with
Lucent  Technologies,  Inc.  (the "Lucent Credit Agreement").  The Lucent Credit
Agreement  provides for up to $40 million in financing under long-term repayment
terms.  In  March  2000,  Lucent  extended  its  commitment,  subject to certain
conditions  precedent, by an additional $20 million.  The Company borrowed $23.9
million  under  the  Lucent  Credit  Agreement  on August 27, 1999.  The Company
funded  an additional $16.1 million under the Lucent facility on April 20, 2000,
$14.6  million  of which was applied to payables outstanding and $1.5 million of
which  was  for  interest  and  fees  due  under  the facility.  The Company has
incurred  unfunded  obligations  in  the  construction  of the network in Mexico
totaling $15.5 million at June 30, 2000.  As of June 30, 2000, the Company is in
default  of  certain  financial  covenants  of  the Lucent Credit Agreement and,
has  received  a  waiver  from  Lucent  for  its default on said covenants.  The
waiver  has  been  extended  through  August  30,  2000.  The Company intends to
fund  the  balance  of its Mexico network obligations and capitalize some of the
initial  interest  payments due on amounts outstanding under this facility, with
proceeds  from  the  facility,  upon  closing  of  the  additional  $20  million
commitment.

     The  Company  has  not  generated  net  cash from operations for any period
presented.  We  do  not expect that cash flow from operations will be sufficient
to  meet  anticipated capital expenditures and debt repayments requirements when
they  are  due  without  additional financing.  We intend to finance our growth,
principal  and  interest  obligations  under  existing  debt  obligations  and
additional  capital  investments  required  for our planned facilities expansion
through  vendor  financing  and  the  sale  of  debt  or equity securities (or a
combination  of  both). There can be no assurance that we will be able to obtain
additional financing on commercially reasonable terms, if at all, to fund losses
generated  from  operations,  to fund capital expenditures, to fund debt service
obligations  as  they  become  due or to fund strategic investment alternatives.


RECENT  ACCOUNTING  PRONOUNCEMENTS


     In June 1998, the Financial Accounting Standards Board issued Statement No.
133  "Accounting  for  Derivative  Instruments and Hedging Activities," which is
effective for fiscal years beginning after June 15, 1999. In June 1999, the FASB
issued  Statement  No.  137  "Accounting  for Derivative Instruments and Hedging
Activities  -  Deferral  of  the  Effective  Date of FASB No. 133", which amends
statement  No.  133  to be effective for all fiscal quarters of all fiscal years
beginning  after  June  15,  2000.  The  statement  establishes  accounting  and
reporting  standards for derivative instruments and transactions involving hedge
accounting.  The  Company  does  not  expect it to have a material impact on its
financial  statements.

     On  December  3,  1999, the Securities and Exchange Commission issued Staff
Accounting  Bulletin  (SAB)  No.  101,  "Revenue  Recognition  in  Financial
Statements."  The Company is required to adopt this accounting guidance no later
than June 30, 2000.  SAB 101 provides additional guidance on revenue recognition
as  well  as  criteria  for  when revenue is generally realized and earned.  The
Company  believes the adoption of SAB No. 101 will not have a material impact on
future  operating  results.


<PAGE>
YEAR  2000

     To  date,  year  2000  problems  have had a minimal effect on our business.
However,  we  may  not  have identified and remediated all significant year 2000
problems.  Further remediation efforts may involve significant time and expense,
and  unremediated  problems  may have a material adverse effect on our business.
Finally, although we have not been made a party to any litigation or arbitration
proceeding  to  date  involving  our  products  or services related to year 2000
compliance  issues,  we  may in the future be required to defend our products or
services  in  such  proceedings,  or to negotiate resolutions of claims based on
year  2000  issues.  The  costs  of  defending  and  resolving year 2000-related
disputes,  regardless of the merits of such disputes, and any liability for year
2000  related  damages, including consequential damages, would negatively affect
our  business, results of operations, financial condition and liquidity, perhaps
materially.
                                  UNCERTAINTIES

     We  continue  to  face  many risks and uncertainties, including general and
specific  market  economic risks. Exploitation of opportunities presented by the
United  States  CLEC  and  Mexican  market  are  expected to require substantial
capital.  To the extent our Mexican subsidiaries do not have a positive net cash
flow  from operations in 2000, it can be expected that we would have to fund any
shortfalls  from  our  working  capital  or other external financing sources. In
addition,  any  capital  expenditures needed to expand operations of the Mexican
subsidiaries  would  likely  be  funded out of the working capital of the parent
corporation  or through additional financings to the extent we can secure these.
Any  such  fundings  would  reduce the funds available to finance and expand our
strategy  to  compete  in  the voice and advanced services businesses. Also, any
economic  crises  in  Mexico  could  result  in  the  need to fund any cash flow
shortfalls  of  our  Mexican  subsidiaries.

     As  in  any recently deregulated market, drastic changes and adjustments of
regulations  or  changes in government policies may occur from time to time that
will  directly  affect  us.  Our  competitive position in the voice and advanced
services  markets  depends  heavily  on  the  license  granted  by  the  Mexican
government.  Should  this  permit  be  revoked  for whatever reason, we would be
severely  impaired or unable to provide many of its telecommunications services.

     The international long distance market, although large and rapidly growing,
is  also  very  competitive.  We compete in this market with companies that have
greater  experience  and  substantially  greater  resources,  both financial and
otherwise.  Recently, competition in the industry has seen dramatic trends which
have  resulted in decreased prices which have impacted our revenues, margins and
cash  flow.  In  addition, we face certain additional risks in competing in this
market,  including  changes  in  U.S.  and  foreign  government  regulations and
telecommunications  standards,  dependence on strategic partners, tariffs, taxes
and  other  trade  barriers,  the  potential  for  nationalization  and economic
downturns  and political instability in foreign countries. In addition, we could
be  adversely  affected  by  a  reversal  in  the  trend  toward deregulation of
telecommunication  markets. We will be increasingly exposed to these risks as we
expand  our presence in this market. Our growth in this business is dependent on
our  ability to expand our capacity through investments in additional facilities
or  entering  into termination arrangements with other carriers. There can be no
assurance that we will be successful in raising the capital required to fund the
additional facilities or to enter into such arrangements with other carriers, in
which case our operations, the future growth in this business and our ability to
compete  effectively against competitors with significantly more resources could
be  materially  adversely  affected.



<PAGE>
                              FOREIGN CURRENCY RISK

     The  general  economic  conditions  of  Mexico  are greatly affected by the
fluctuations  in  exchange  rates  and inflation. The Company's foreign currency
risk is mitigated in Mexico due to the fact that many of the Company's customers
are multinational firms that transact and pay in U.S. dollars. In addition, most
of the customers that do pay in pesos pay at the spot exchange rate in effect at
the  time  of payment as opposed to the exchange rate at the time the receivable
is  created.  The  Company's  functional  currency  in Mexico is the U.S. dollar
because  the  majority  of  its transactions are in such currency. However, from
time  to time the Company transacts in the local currency and thus faces foreign
currency  risk with respect to these transactions. U.S.-originated calls will be
paid  in  U.S.  dollars;  however,  the Company also expects to derive a certain
portion  of its revenues from calls originated outside of the U.S. thus exposing
the  Company to additional exchange rate risk. In addition, the Company pays its
termination  partners  in  Latin  America  in their respective local currencies,
exposing the Company to additional exchange rate risk. The Company may choose to
limit  its  exposure  to  foreign  currency risk through the purchase of forward
foreign  exchange  contracts  or  similar  hedging  strategies.  There can be no
assurance  that  any  foreign  currency  hedging strategy would be successful in
avoiding  exchange-related  losses.

     The  Company  does not currently hedge against the risk of foreign exchange
rate  fluctuations.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The  Company  is subject to financial market risks, including interest rate
risk  and  foreign  currency exchange risk. During the first six months of 2000,
there  were no material changes in financial market risks except for the changes
in  the  Mexican  peso  exchange  rate  to  the  U.S. dollar as described below.

                         FOREIGN CURRENCY EXCHANGE RISK

     The  Company  conducts  a significant amount of its operations in countries
outside  the  United  States.  Its  foreign  currency exchange risk includes the
following:

     In  the  past  years,  the Mexican economy has had periods of exchange rate
instability  and  peso  devaluation.  Two  of  three  of  the Company's advanced
services  business  is  conducted  in  Mexico.  Historically,  a majority of its
revenues  in  advanced  services  business are contracted in dollars or in pesos
indexed  to the dollar at the time of settlement. The products and services sold
in  the network solutions business lines are generally imported from the U.S. or
other  countries  and  are  payable in dollars. The remaining operating costs in
this  segment  are  generally  paid  in  pesos.  The Company's major outsourcing
contracts  with  the  U.S.  Embassy and the Ministry of Foreign Affairs generate
revenues  which are collected in pesos and costs which are paid in pesos. In the
broadband  services, the Company generally collects its revenues in U.S. dollars
and  pays  for  its  costs  to  provide  these  services  in  U.S.  dollars.

     In  the  voice  services  segment,  the  Company  has historically sold its
services  to  customers  in  the  U.S.  and  thus revenues are collected in U.S.
dollars.  The  Company's  costs  of providing these services are paid to vendors
both  in the U.S. and in Mexico or other Latin American countries. A significant
portion  of  the  Company's costs to provide these services are structured under
operating  agreements  with  carriers  in Mexico which provide for settlement in
U.S.  dollars.  As the Company's prepaid card sales and other telecommunications
services  expand  within  the  country  of  Mexico, an increasing portion of its
revenues  and  costs  will  be  denominated  in  pesos.


<PAGE>
     Over  the  last several years, the peso has experienced devaluations in the
exchange  rates  to  the  U.S.  dollar  with 1999 being the first year in recent
history in which the peso appreciated year over year. In the first six months of
2000,  the peso exchange rate remained flat. Due to limited credit availability,
the  Company  has  not  historically hedged its peso costs. In the future as the
Company's  operations  in Mexico increase, its peso denominated transactions may
increase  causing  it  to  enter  into hedging activities as credit availability
allows.

INTEREST RATE RISK

     As  of  December  31, 1999, we had both variable and fixed interest bearing
notes.  All  of  our  debt  obligations  are  denominated  in  U.S. dollars and,
represent  interest  rate  risk.  All  of our debt obligations are segregated in
fixed  and  variable  rate  instruments  as shown on the table below.  The table
shows  the amounts of principal payments due on our various debt instruments and
the weighted average rate for the principal payments then due using the rates in
effect  at  December  31,  1999.  The  table set forth below summarizes the fair
values  and payment terms of financial instruments subject to interest rate risk
maintained by us as of  December  31,  1999.  (The table is based upon financial
instruments  outstanding on Pointe Communications Corporation as of December 31,
1999.)

<TABLE>
<CAPTION>
                                                                                     Fair Value
DEBT              2000         2001        2002       2003      2004       Total     at 12/31/99
-------------  -----------  ----------  ----------  --------  --------  -----------  -----------
<S>            <C>          <C>         <C>         <C>       <C>       <C>          <C>
Non-Interest
Bearing or
Fixed Rate     $4,807,204   5,251,425   5,972,291   647,325   144,020   16,822,265    16,822,265
Wtd. Avg.
Interest Rate       10.74%      10.80%      12.17%    12.09%    12.00%       11.33%          ---


Variable       $1,350,000           0           0         0         0    1,350,000     1,350,000
Wtd. Avg.
Interest Rate       11.06%       0.00%       0.00%     0.00%     0.00%       11.06%          ---

               ---------------------------------------------------------------------------------
Total          $6,157,204   5,251,425   5,972,291   647,325   144,020   18,172,265    18,172,265
               =================================================================================
</TABLE>

     We  have  not  entered  into  any  derivative  contracts  or used any other
interest  rate  risk  management  techniques to attempt to minimize the interest
rate risk inherent in each of our debt instruments.  At the time of this filing,
we  have  no  plans in place to actively manage this risk.   As we do not have a
significant  amount  of  variable interest rate obligations, we have not entered
into  derivative  transactions  to  hedge  our  risk.

     As  we  do  not  have  a  significant  amount  of  variable  interest  rate
obligations, we have not entered into derivative transactions to hedge our risk.


<PAGE>
FORWARD-LOOKING  STATEMENTS

     This  report  on  Form  10-Q contains forward-looking statements within the
meaning  of  Section  27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities  Exchange Act of 1934, as amended. Actual results could
differ  from  those  projected in any forward-looking statements for the reasons
set  forth  herein  and  as  set forth in the "Risk Factors" as well as in other
sections  of  the  Company's  report  filed  on  Form  10-K  for  the year ended
December  31,  1999,  or  for  other  unforseen  reasons.  The  forward-looking
statements  contained  herein  are  made  as  of the date of this report and the
Company  assumes  no obligation to update such forward-looking statements, or to
update  the reasons why actual results could differ from those projected in such
forward-looking  statements.



                                     PART II
                                OTHER INFORMATION

ITEM  1.   LEGAL  PROCEEDINGS

               None.


ITEM  2.   CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     In  conjunction  with  the  merger  with  Pointe, Telscape issued 11,404.84
shares  of Class D with a face value of approximately $34.2 million and 7,630.23
shares  of  Class  E  Preferred  Stock  with a face value of approximately $22.9
million ("Class D Preferred Stock" and "Class E Preferred Stock"), to the former
holders  of  Pointe  Class  A  and  B  Senior  Convertible  Preferred  Stock,
respectively.  The  terms  of  the Class D and E Preferred Stock are the same as
the  former  Pointe  Class  A  and  B  Senior Convertible Preferred Stock in all
material  respects  except  that  the conversion price has been adjusted for the
exchange  ratio  of  0.223514  shares of underlying Pointe common stock for each
Telscape  share  of  underlying  common  stock.

     Also  in  conjunction  with  the  merger  with  Pointe,  Telscape  raised
$29,575,000  and  exchanged  an  additional $2,000,000 of debt (the senior notes
described  in  footnote  9)  for  equity  in  a  private  offering  of its newly
designated  Class  F  Convertible  Senior  Preferred  Stock  ("Class F Preferred
Stock").  The Class F Preferred Stock has a stated value (and also a liquidation
value) of $100.00 per share and was exempt from the registration requirements of
the Securities Act. In connection with this offering, the Company authorized the
issuance  of 315,750 shares of the Class F preferred stock which are potentially
convertible  into  an  aggregate of 3,850,610 shares of Telscape's common stock.
Additionally,  in  connection with the private placement, the Company authorized
the  issuance  of  warrants  to  purchase  1,925,305 shares of Telscape's common
stock.  The  Preferred  Stock  earns dividends at a rate of 12% per annum, which
are  cumulative  and  payable in either cash or shares of Preferred Stock at the
Company's  discretion.  Each  share  of  Preferred  Stock  is convertible at the
holders  option  into  common  stock  at  a  conversion price of $8.20 per share
(subject  to  adjustment  for  certain  diluting  issues)  at any time while the
Preferred Stock remains outstanding. The Company has reserved the right to cause
the  holders  of  Class  F  Preferred  Stock to convert their shares if Telscape
enters  into  a  public offering of Telscape's common stock or if after one year
from  issuing  the  Class F Stock, (1) Telscape's common stock is trading on the
New  York  Stock  Exchange,  the  Nasdaq  National  Market or the American Stock
Exchange,  (2) the common stock shall have traded for a period of 20 consecutive
trading days at a price of $15.00 (or the adjusted figure after any stock split,
stock  dividend, reverse stock split or similar recapitalization event), and (3)
the  cumulative  average  daily  trading  volume  in  that  period  is  at least
$3,000,000.  Telscape shall be required to exchange all of the class F Preferred
Stock for shares of Common Stock on the seventh anniversary of the issue date of
the  Class  F  Preferred  Stock;  provided that the shares of common stock to be
issued  have  been  registered  and  listed  on  each  securities  exchange,
over-the-counter  market  or  on  the  Nasdaq  National  Market on which similar
securities  issued  by  Telscape  are  then  listed.

     The warrants issued give the holders the right to purchase 1,925,306 shares
of  Telscape's  common stock. The warrants terminate on the fifth anniversary of
the  date  of  issuance. The exercise price of the warrants is $10.00 per share,
subject to adjustment in the same manner as the Class F Stock for any event that


<PAGE>
changes  the number of outstanding shares of Telscape's common stock. A cashless
exercise  option  is  also available to warrant-holders.  If the market price of
the  common  stock  is equal to at least $15.00 per share (as adjusted for stock
splits, recapitalizations, mergers, consolidations and other similar events) for
20  consecutive trading days, Telscape has the right to cause the warrantholders
to  exercise  the  warrants.  The  Company  is  obligated to file a registration
statement  to  register the shares underlying the Class F Preferred Stock within
150  days  of  the  closing  date.

     The  issuance  of  Class  D,  E and F Preferred Stock were all exempt under
Section  4(2)  of  the  Securities  Act  of  1933,  as  amended (the "Act").

     Also  during  the second quarter of 2000, the Company issued 167,635 shares
of common stock in a private offering, exempt under Section 4 (2) of the Act, in
conjunction  with  the  conversion  of  $900,000  principal  value  convertible
debentures;  98,091  shares  of common stock in a private offering, exempt under
Section  4  (2)  of  the Act, in conjunction with the exercise of employee stock
options  for proceeds totaling $490,000; and 566,196 shares of common stock in a
private offering, exempt under Section 4 (2) of the Act, in conjunction with the
exercise  of  warrants  for  proceeds  totaling  $2,658,160.

ITEM  3.   DEFAULT  UPON  SENIOR  SECURITIES

              As  stated  herein,  Telscape  is  in default of certain financial
covenants  in its credit arrangements; however, the Company is not in default of
any  payment  of principal or interest.  Although no assurance can be given, the
Company  expects  to  receive  waivers of its technical defaults.  See Note 9 to
Telscape's  Unaudited  Consolidated  Financial  Statements.

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

              On June 2, 2000, Telscape held an annual meeting primarily for the
purpose  of  approving  the  issuance of its common stock in connection with the
Merger  with  Pointe.  The  results  of  the  meeting  are  set  forth  below.
Shareholders  voted:

1.     To  approve  a  proposal  concerning  the  issuance of shares of Telscape
       International, Inc.'s common stock, par value $.001  per  share,  Class D
       Convertible Senior Preferred Stock, par value  $.001 per share, and Class
       E Convertible  Senior Preferred Stock, par value $.001 per share pursuant
       to a Merger Agreement by and among Telscape International,  Inc.,  Pointe
       Communications Corporation and Pointe Acquisition Corp., a  wholly  owned
       subsidiary  of  Telscape,  under  which Pointe will become a wholly owned
       subsidiary of  Telscape.

       For  5,290,646     Against  201,025  Abstained  8,975

       Approved  by  96.1  %  of  the  votes  present  at  the  meeting.

2.     To  elect  seven  Directors  of  Telscape.  The Directors nominated were:

       Manuel  Landa,  E.  Scott  Crist,  Todd  M.  Binet,  Oscar Garcia, Darrel
       Kirkland, Ricardo  Orea,  and  Jack  M.  Fields.

       The  Directors  elected  were:

       Manuel  Landa,  E.  Scott  Crist,  Todd  M.  Binet,  Oscar Garcia, Darrel
       Kirkland, Ricardo  Orea,  and  Jack  M.  Fields.

       It  should  be  noted  that  these directors were elected to the Board of
       Directors  of  Telscape to serve as a Board if the Merger with Pointe had
       not  been  approved  and  consummated.  Upon  the  consummation  of  the
       Merger with Pointe, Todd M. Binet, Ricardo Orea, Oscar Garcia, and Darrel
       Kirkland resigned from their positions on the Board.  The remaining Board
       members  voted  to  fill  the  vacancies  created  by  the  resignations.
       Telscape's  current  Board of Directors has nine members,  six  of  which
       were  former  Pointe  Board  members.  Telscape's  current Directors  are
       Manuel  Landa, E. Scott Crist, Jack M. Fields, Stephen E. Raville, Gerald
       F. Schmidt, David C. Lee, Darryl B. Thompson, Rafic A. Bizri, and William
       P.  O'Reilly.


<PAGE>
3.     To approve a proposal to amend Telscape International, Inc.'s Articles of
       Incorporation  to  increase  the  number  of  authorized shares of common
       stock, par value $.001 per share, from 25,000,000 to 100,000,000 and  the
       number  of  authorized  shares  of  preferred  stock, par value $.001 per
       share,  from  5,000,000  to  10,000,000  and  to  allow  the  Telscape
       International, Inc.'s Board of Directors to  authorize  preemptive rights
       to  shareholders.

       For  5,234,296     Against  259,500  Abstained  6,850

       Approved  by 64.7 % of the issued and outstanding shares of common stock.



4.     To  approve  the  Telscape  International,  Inc. 2000 Pay for Performance
       Stock  Option  Plan.

       For  4,668,346     Against  803,525  Abstained  28,775

       Approved  by  84.9  %  of  the  votes  present  at  the  meeting.

5.     To  approve  the Telscape International, Inc. 2000 Executive Market Value
       Appreciation  Stock  Option  Plan.

       For  4,546,816     Against  922,055  Abstained  31,775

       Approved  by  82.7  %  of  the  votes  present  at  the  meeting.

6.     To  approve  the Telscape International, Inc. 2000 Incentive Stock Option
       Plan.

       For  5,277,111     Against  191,645  Abstained  31,890

       Approved  by  96  %  of  the  votes  present  at  the  meeting.

7.     To  approve  the  Telscape  International,  Inc. 2000 Executive Long-Term
       Plan.

       For  5,146,501     Against  322,255  Abstained  31,890

       Approved  by  94  %  of  the  votes  present  at  the  meeting.

8.     To  approve  the  Telscape International, Inc. 2000 Non-Employee Director
       Stock  Option  Plan.

       For  5,029,606     Against  438,550  Abstained  32,490

       Approved  by  91.4  %  of  the  votes  present  at  the  meeting.

9.     To  approve  the  Telscape  International,  Inc. 2000 Pay for Performance
       Stock Option Plan in the event the Merger  with  Pointe is not completed.

       For  4,825,201     Against  662,625  Abstained  12,820

       Approved  by  87.7  %  of  the  votes  present  at  the  meeting.

10.    To  approve  a proposal to issue shares of Telscape International, Inc.'s
       Class  C  preferred  stock,  par  value  $.001 per share, and warrants to
       Purchase  Telscape  International,  Inc.'s  common  stock  in  connection
       with a loan from Pointe  in  the  principal  amount  of  $10,000,000.

       For  5,280,011     Against  209,375  Abstained  11,260

       Approved  by  96  %  of  the  votes  present  at  the  meeting.


<PAGE>
11.    To  approve  a proposal to issue shares of Telscape International, Inc.'s
       Class  F  preferred  stock,  par  value  $.001 per share, and warrants to
       purchase Telscape  International,  Inc.'s common stock in connection with
       a private placement  to  certain  accredited  investors.

       For  5,247,186     Against  242,950  Abstained  10,510

       Approved  by  95.4  %  of  the  votes  present  at  the  meeting.



ITEM  5.   OTHER  INFORMATION

                None.

ITEM  6.   EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  EXHIBITS  REQUIRED  BY  ITEM  601  OF  REGULATION  S-K

                  Included after signature page.

     (b)  REPORTS  ON  FORM  8-K

          Reports  on  Form  8-K  were  filed  during the quarter for which this
          report is filed  as  follows:

               *  June 16, 2000 Announcement of completion of the merger between
                  Telscape  International,  Inc.  and  Pointe  Communications
                  Corporation and reporting the resulting change in control.

                                   SIGNATURES

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


     TELSCAPE  INTERNATIONAL,  INC.



Date:  August 14, 2000           By:  /s/  Stephen  E.  Raville
                                    ----------------------------------
                                    Stephen  E.  Raville
                                    Chief  Executive  Officer


Date  August 14, 2000            By:  /s/  Peter  C.  Alexander
                                    ----------------------------------
                                    Peter  C.  Alexander
                                    Chief  Operating  Officer


Date:  August 14, 2000           By:  /s/  Richard  P.  Halevy
                                    ----------------------------------
                                    Richard  P.  Halevy
                                    Chief  Financial  Officer


<PAGE>
                                INDEX OF EXHIBITS

EXHIBIT NO.                       DESCRIPTION
-----------                       -----------

  2.1       -     Amended and Restated Agreement and Plan of Merger dated as
                  of December 31, 1999 by and among Telscape International,
                  Inc., Pointe Communications Corporation and Pointe
                  Acquisition, Corp. (Incorporated herein by reference to
                  Exhibit 2.1 to the Company's Report on Form 10-K for the year
                  ended December 31, 1999)

  3.1       -     Articles of Incorporation of the Registrant, as amended (filed
                  as Exhibit 3.1 to the Company's Registration Statement No.
                  33-80542-D and incorporated herein by reference)

  3.2       -     Bylaws of the Registrant, as amended (filed as Exhibit
                  3.2 to the Company's Registration Statement No. 33-80542-D and
                  incorporated herein by reference)

  3.3       -     Articles of Incorporation of Polish Microwave, Inc.
                  (filed as Exhibit 3.3 to the Company's Registration Statement
                  No. 33-80542-D and incorporated herein by reference)

  3.4       -     Bylaws of Polish  Microwave, Inc. (filed as Exhibit 3.4 to
                  the Company's Registration Statement No. 33-80542-D and
                  incorporated herein by reference)

  3.5       -     Contract of Limited Liability Company of DTS/ZWUT (filed
                  as Exhibit 3.5 to the Company's Registration Statement No.
                  33-80542-D and incorporated herein by reference)

 *3.6       -     Amendment to the Company's Articles of Incorporation
                  as filed June 2, 2000.

  4.1       -     Form of Certificate evidencing Common Stock (filed as
                  Exhibit 4.1 to the Company's Registration Statement No.
                  33-80542-D and incorporated herein by reference)

  4.2       -     Form of Warrant Agreement between American Stock Transfer
                  & Trust Company and the Company (filed as Exhibit 4.2 to the
                  Company's Registration Statement No. 33-80542-D and
                  incorporated herein by reference)

  4.3       -     Form  of  Warrant   Certificate   evidencing  the  Warrants
                  (filed as Exhibit 4.3 to the Company's Registration Statement
                  No. 33-80542-D and incorporated herein by reference)

  4.4       -     Form of Statement of the establishment of the Series B
                  non-voting, nonparticipating Preferred Stock (filed as Exhibit
                  4.1 to the Company's Report on Form 10-QSB for the quarter
                  ended March 31, 1996 and incorporated herein by reference)

  4.5       -     Certificate of Designation of Preferences, Rights and
                  Privileges of Class D Convertible Senior Preferred Stock
                  (filed as Exhibit 4.1 to the Company's periodic report on Form
                  8-K filed on June 16, 2000 and incorporated by reference)

  4.6       -     Certificate of Designation of Preferences, Rights and
                  Privileges of Class E Convertible Senior Preferred Stock
                  (filed as Exhibit 4.2 to Company's periodic report on Form
                  8-K filed on June 16, 2000 and incorporated by reference)

 *4.7       -     Certificate  of  Designation  of  Preferences,  Rights  and
                  Privileges  of Class F Convertible Senior Preferred Stock.

 10.1       -     Form of Representative's Warrants (filed as Exhibit 10.8
                  to the Company's Registration Statement No. 33-80542-D and
                  incorporated herein by reference)

 10.2       -     Warrant Agreement between the Company and S.P. Krishna
                  Murthy (filed as Exhibit 10.13 to the Company's Report on Form
                  10-KSB for the year ended December 31, 1995 and incorporated
                  herein by reference)

 10.3       -     Form of Series A Common Stock Warrant (filed as Exhibit
                  10.4 to the Company's Report on Form 10-QSB for the quarter
                  ended March 31, 1996 and incorporated herein by reference)

 10.4       -     Form of Series B Common Stock Warrant (filed as Exhibit
                  10.5 to the Company's Report on Form 10-QSB for the quarter
                  ended March 31, 1996 and incorporated herein by reference)

 10.5       -     Form of Employment Agreement for Manuel Landa, Ricardo
                  Orea Gudino and Oscar Garcia Mora (filed as Exhibit 10.6 to
                  the Company's Report on Form 10-QSB for the quarter ended
                  March 31, 1996 and incorporated herein by reference)

 10.6       -     Form of Non-Qualified Stock Option Certificate and
                  Agreement, as amended, for Manuel Landa, Ricardo Orea Gudino
                  and Oscar Garcia Mora (filed as Exhibit 10.7 to the Company's
                  Report on Form 10-QSB for the quarter ended March 31, 1996 and
                  incorporated herein by reference)

                                       25

 10.7       -     Form of Series A Common Stock Warrant dated May 17, 1996
                  between the Company and Manuel Landa, Ricardo Orea Gudino,
                  Oscar Garcia Mora and Christopher Efird (filed as Exhibit 10.1
                  to the Company's Report on Form 8-K dated June 3, 1996 and
                  incorporated herein by reference)

 10.8       -     Employment Agreement for E. Scott Crist (filed as Exhibit
                  10.1 to the Company's Report on Form 10-QSB for the quarter
                  ended September 30, 1996 and incorporated herein by reference)

 10.9       -     Employment agreement for Todd Binet (filed as Exhibit 10.29
                  to the Company's Report on Form 10-KSB for the year ended
                  December 31, 1996 and incorporated herein by reference)

 10.10      -     Form of Promissory Note dated July 1, 1997, between
                  Telereunion and Jose Luis Apan Wong, Raul de la Parra Zavala
                  and Alejandro Apan Wong (filed as Exhibit 10.4 to the
                  Company's Current Report on Form 8-K dated August 5, 1997 and
                  incorporated herein by reference)

 10.11      -     Form of Common Stock Warrant dated July 1, 1997, between the
                  Company and Jose Luis Apan Wong, Raul de la Parra Zavala and
                  Alejandro Apan Wong (filed as Exhibit 10.4 to the Company's
                  Current Report on Form 8-K dated August 5, 1997 and
                  incorporated herein by reference)

 10.12      -     Stock Purchase Agreement dated July 1, 1997, by and among
                  the Company, Telscape USA, Inc., Telereunion and Jose Luis
                  Apan Wong, Raul de la Parra Zavala and Alejandro Apan Wong
                  (filed as Exhibit 10.4 to the Company's Current Report on Form
                  8-K dated August 5, 1997 and incorporated herein by reference)

 10.13      -     Stock Purchase Agreement dated October 1, 1997, by and among
                  Telscape USA, Inc., Telereunion, Inc. and Jose Martin Pena
                  Nunez, Carlos Joaquin De Lara Y Campos, Jorge Pena Nunez,
                  Martha Teresita Martin Del Campo Gutierrez (filed as Exhibit
                  10.1 to the Company's Current Report on Form 8-K dated October
                  15, 1997 and incorporated herein by reference)

 10.14      -     Stock Purchase Agreement dated January 22, 1998, by and
                  among the Company; MSN Communications, Inc.; Stuart Newman and
                  Michael Newman, together with Form of Promissory Note dated
                  January 23, 1998 in the principal amount of $375,000 payable
                  to Stuart Newman attached as Exhibit B-1 and Form of
                  Promissory Note dated January 23, 1998 in the principal amount
                  of $375,000 payable to Michael Newman attached as Exhibit B-2
                  (filed as Exhibit 10.1 to the Company's Current Report on Form
                  8-K dated February 6, 1998 and incorporated herein by
                  reference)

 10.15      -     Stock Purchase Agreement dated May 18, 1998, by and among
                  Telscape International, Inc., California Microwave, Inc. and
                  California Microwave Services Divisions, Inc. together with a
                  Form of Supply Agreement between California Microwave, Inc.
                  and California Microwave Services Division, Inc. as Exhibit B
                  (Incorporated herein by reference to Exhibit 10.1 to the
                  Company's Current Report on Form 8-K dated June 9, 1998)

 10.16      -     Securities Purchase Agreement between Deere Park Capital
                  Management, LLC and Telscape International, Inc. dated as of
                  May 1, 1998; Registration Rights Agreement dated as of May 1,
                  1998 between Telscape International, Inc. and Deere Park
                  Capital Management, LLC; Form of Convertible Debenture for
                  $3,000,000 dated May 1, 1998; Form of Stock Purchase Warrant
                  to Purchase 8,952 shares of Common Stock of Telscape
                  International, Inc. dated May 12, 1998 (all filed as Exhibit
                  4.4 to the Company's Report on Form 10Q for the quarter ended
                  March 31, 1998 and incorporated herein by reference)

 10.17      -     Form of Convertible Debenture in the principal amount of
                  $1,000,000 between Deere Park Capital Management, LLC and
                  Telscape International, Inc. dated as of May 28, 1998 and a
                  form of Stock Purchase Warrant to Purchase 2,427 shares of
                  Common Stock of Telscape International, Inc. dated May 28,
                  1998 (Incorporated herein by reference to Exhibit 10.3 to the
                  Company's Current Report on Form 8-K dated June 9, 1998)

                                       26

 10.18      -     Securities Purchase Agreement dated May 29, 1998 by and
                  between Telscape International, Inc. and Gordon Brothers
                  Capital, LLC; together with a Form of Convertible Debenture in
                  the principal amount of $5,000,000 payable to Gordon Brothers
                  Capital, LLC attached as Exhibit A; a Form of Stock Purchase
                  Warrant for Gordon Brothers, LLC for 12,136 shares of Common
                  Stock of Telscape International, Inc. attached as Exhibit B;
                  and a Registration Rights Agreement by and between Gordon
                  Brothers Capital, LLC and Telscape International, Inc.
                  attached as Exhibit C (Incorporated herein by reference to
                  Exhibit 10.4 to the Company's Current Report on Form 8-K dated
                  June 9, 1998)

 10.19      -     Equity Purchase Agreement by and between INTERLINK
                  Communications Holding Co., Inc. and each of Telscape
                  International, Inc., E. Russell Hardy, Stephen Strohman, Monty
                  J. Moore, and Salvador Giblas dated as of May 19, 1998
                  (Incorporated herein by reference to Exhibit 10.5 to the
                  Company's Current Report on Form 8-K dated June 9, 1998)

 10.20      -     Form of Employment Agreement by and between California
                  Microwave Services Division, Inc. and E. Russell Hardy dated
                  as of May 18, 1998 (Incorporated herein by reference to
                  Exhibit 10.6 to the Company's Current Report on Form 8-K dated
                  June 9, 1998)

 10.21      -     Form of Employment Agreement by and between California
                  Microwave Services Division, Inc. and Stephen Strohman dated
                  as of May 18, 1998 (Incorporated herein by reference to
                  Exhibit 10.7 to the Company's Current Report on Form 8-K dated
                  June 9, 1998)

 10.22      -     Form of Employment Agreement by and between California
                  Microwave Services Division, Inc. and Monty J. Moore dated as
                  of May 18, 1998 (Incorporated herein by reference to Exhibit
                  10.8 to the Company's Current Report on Form 8-K dated June 9,
                  1998)

 10.23      -     Form of Consulting Agreement by and between California
                  Microwave Services Division, Inc. and Salvador Giblas dated as
                  of May 18, 1998 (Incorporated herein by reference to Exhibit
                  10.9 to the Company's Current Report on Form 8-K dated June 9,
                  1998)

 10.24      -     Loan Agreement between Telscape USA, Inc. and MSN
                  Communications, Inc. and Southwest Bank of Texas dated May 19,
                  1998 (Incorporated herein by reference to Exhibit 10.24 to the
                  Company's Registration Statement No. 333-60271)

 10.25      -     Outside Directors Stock Option Plan of the Polish Telephones
                  and Microwave Corporation (Incorporated herein by reference to
                  Exhibit 10.24 to the Company's Registration Statement No.
                  333-60271)

 10.26      -     Form of Financing Agreement by and between the Company and
                  Newbridge Financial Services Networks dated as of December 7,
                  1998 (Incorporated herein by reference to Exhibit 10.26 to the
                  Company's Report on Form 10-K for the year ended December 31,
                  1998)

 10.27      -     Form of Financing Agreement by and between the Company and
                  NTFC Capital Corporation dated as of January 11, 1999
                  (Incorporated herein by reference to Exhibit 10.27 to the
                  Company's Report on Form 10-K for the year ended December 31,
                  1998)

 10.28      -     Form of Securities Purchase Agreement by and between the
                  Company and Kendu Partners and MDNH Partners, L.P. dated as of
                  December 18, 1998, and Exhibit B to this agreement
                  representing the Form of Registration Rights Agreement
                  (Incorporated herein by reference to Exhibit 10.28 to the
                  Company's Report on Form 10-K for the year ended December 31,
                  1998)

 10.29      -     Form of Securities Purchase Agreement by and between
                  Telscape International, Inc., INTERLINK Communications, Inc.
                  and Cahill, Warnock, Strategic Partners Fund, L.P. dated as of
                  May 5, 1999, Exhibit A representing the form of the Increasing
                  Rate Secured Promissory Note, Exhibit B representing the form
                  of Warrant, and Exhibit C representing the Security Agreement.
                  (Incorporated herein

                                       27

                  by reference to Exhibit 10.29 to the Company's Report on Form
                  10-Q for the quarter ended March 31, 1999)

 10.30      -     Form of Securities Purchase Agreement by and between
                  Telscape International, Inc., INTERLINK Communications, Inc.
                  and Cahill, Warnock, Strategic Partners Fund, L.P. dated as of
                  June 18, 1999, Exhibit A representing the form of the
                  Increasing Rate Secured Promissory Note, Exhibit B
                  representing the form of Warrant, and Exhibit C representing
                  the Security Agreement and Amendment No. 1 to Securities
                  Purchase Agreement. (Incorporated herein by reference to
                  Exhibit 10.30 to the Company's Report on form 10-Q for the
                  quarter ended June 30, 1999)

 10.31      -     Securities Purchase Agreement dated July 19, 1999 by and
                  between Telscape International, Inc., Telscape USA, Inc., TSCP
                  International, Inc., MSN Communications, Inc. and Lucent
                  Technologies Inc., together with a Form of Demand Note in the
                  principal amount of $3,000,000 payable to Lucent Technologies
                  Inc. attached as Exhibit A; a Form of Stock Purchase Warrant
                  for Lucent Technologies Inc. for 85,000 shares of Common Stock
                  of Telscape International, Inc. attached as Exhibit B; and a
                  Security Agreement by and between Telscape International,
                  Inc., Telscape USA, Inc., MSN Communications, Inc., TSCP
                  International, Inc. and State Street Bank and Trust Company
                  attached as Exhibit C. (Incorporated herein by reference to
                  Exhibit 10.31 to the Company's Report on form 10-Q for the
                  quarter ended June 30, 1999)

 10.32      -     Credit Agreement dated August 27, 1999 by and between
                  Telscape International, Inc., Telereunion S.A. de C.V.,
                  Telereunion International, S.A. de C.V., Telereunion, Inc.,
                  Telscape USA, Inc., MSN Communications, Inc., Interlink
                  Communications, Inc., TSCP International, Inc., Vextro de
                  Mexico S.A. de C.V., Servicios Corporativos, Telscape de
                  Mexico S.A. de C.V., N.S.I. S.A de C.V., Lan and Wan S.A. de
                  C.V., MS Noticias y Telecomunicaciones, S.A. de C.V., and
                  Lucent Technologies Inc. (Incorporated herein by reference to
                  Exhibit 10.1 to the Company's Report on Form 8-K dated
                  September 20, 1999)

 10.33      -     Loan Agreement dated October 22, 1999 by and between
                  Telscape International, Inc. and Lennox Invest Ltd. Promissory
                  Note dated October 22, 1999 in the principal amount of
                  $1,060,000 payable to Lennox Invest, Ltd., Stock Pledge
                  Agreement dated October 22, 1999, and Warrant Certificate
                  issued to Lennox Invest, Ltd. To purchase 35,714 shares of
                  Common Stock of Telscape International, Inc. dated October 22,
                  1999. (Incorporated herein by reference to Exhibit 10.33 to
                  the Company's Report on form 10-Q for the quarter ended
                  September 30, 1999)

 10.34      -     Swap Agreement ("Contrato de Compra-Venta de Fibras") dated
                  December 8, 1999 by and between Iusatel S.A. de C.V and
                  Telereunion, S.A. de C.V. (Incorporated herein by reference to
                  Exhibit 10.34 to the Company's Report on Form 10-K for the
                  year ended December 31, 1999)

 10.35      -     Commitment Agreement dated August 16, 1999, by and between
                  Telscape International, Inc. and Comercializadora Lufravic,
                  S.A. de C.V. (Incorporated herein by reference to Exhibit
                  10.35 to the Company's Report on Form 10-K for the year ended
                  December 31, 1999)

 10.36      -     Fiber Optic Telecommunications Services Exchange Agreement
                  dated May 14, 1999 by and between Avantel, S.A. de C.V. and
                  Telereunion S.A de C.V. (Incorporated herein by reference to
                  Exhibit 10.36 to the Company's Report on Form 10-K for the
                  year ended December 31, 1999)

 10.37      -     Telscape 2000 Executive Market Value Appreciate Stock
                  Option Plan (filed as Exhibit 10.37 to the Company's
                  registration statement No. 333-36882 and incorporated
                  by reference)

 10.38      -     Telscape 2000 Non-Employee Director Stock Option Plan
                  (filed as Exhibit 10.38 to the Company's registration
                  statement No. 333-36882 and incorporated by reference)

 10.39      -     Telscape 2000 pay for Performance Stock Option Plan (filed as
                  Exhibit 10.39 to the Company's registration statement No.
                  333-36882 and incorporated by reference)

 10.40      -     Telscape 2000 Incentive Stock Option Plan (filed as Exhibit
                  10.40 to the Company's registration statement No. 333-36882
                  and incorporated by reference)

 10.40      -     Telscape 2000 Executive Long-Term Stock Option Plan (filed as
                  Exhibit 10.41 of the Company's registration statement No.
                  333-36882 and incorporated by reference)

*27.1       -     Financial Data Schedule 2000
----------------
* Filed herewith


<PAGE>