TELSCAPE INTERNATIONAL, INC.



                              FILING  TYPE:    10-Q
                              DESCRIPTION:     QUARTERLY  REPORT
                              FILING  DATE:    NOV  20,  2000
                              PERIOD  END:     SEP  30,  2000


                        PRIMARY  EXCHANGE:     NASDAQ  -  NATIONAL  MARKET
                                               SYSTEM
                                   TICKER:     TSCP



<PAGE>
                    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  September  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  November  10,  2000:  20,819,444



                                     PART I
                              FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS


1
<PAGE>
<TABLE>
<CAPTION>
                      TELSCAPE INTERNATIONAL, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                      AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
                                       (Unaudited)

                                                           September 30,   December 31,
                                                               2000           1999
                                                           --------------  -------------
CURRENT ASSETS:
<S>                                                       <C>              <C>
Cash and cash equivalents                                 $   10,028,219   $ 21,219,684
Restricted cash                                                  284,000        542,913
Accounts receivable, net of allowance
 for doubtful accounts of $4,244,180 and  $1,508,458          17,239,939      3,639,378
Notes receivable, net                                            594,899      2,270,750
Inventory, net                                                 4,705,717      1,742,543
Prepaid expenses and other                                     6,038,359        629,787
                                                           --------------  -------------

  Total current assets                                        38,891,133     30,045,055
                                                           --------------  -------------

PROPERTY AND EQUIPMENT, at cost:                             131,213,985     31,145,082
Accumulated depreciation and amortization                    (19,973,369)    (6,827,740)
                                                           --------------  -------------
  Property and equipment, net                                111,240,616     24,317,342
                                                           --------------  -------------


OTHER ASSETS:

Goodwill, net                                                119,029,121     17,237,653
Acquired customer bases, net                                  15,286,918        890,271
Licenses and other intangibles, net                           51,191,831      1,723,225
Other                                                          7,380,222      2,676,217
                                                           --------------  -------------

      Total other assets                                     192,888,092     22,527,366
                                                           --------------  -------------

      TOTAL ASSETS                                         $ 343,019,841   $ 76,889,763
                                                           ==============  =============
</TABLE>


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


2
<PAGE>
<TABLE>
<CAPTION>
                         TELSCAPE INTERNATIONAL, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                         AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
                                        (Unaudited)

                                                           September 30,    December 31,
                                                                2000           1999
                                                           --------------  --------------
CURRENT LIABILITIES:
<S>                                                        <C>             <C>
Current portion of notes payable and lease obligations     $  81,198,835   $   6,038,032
Accounts payable                                              35,527,839       6,233,914
Accrued liabilities                                           21,607,957       6,132,570
Unearned revenue                                               6,047,646       1,514,328
                                                           --------------  --------------
  Total current liabilities                                  144,382,277      19,918,844
                                                           --------------  --------------

LONG-TERM LIABILITIES:
Capital and financing lease obligations, notes payable
  and other long term obligations                              7,383,659      12,134,234
                                                           --------------  --------------

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

STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value; 10,000,000 shares
  authorized, 348,385 outstanding                                    348             181
Common stock, $0.001 par value; 100,000,000 shares
  authorized, 20,819,444 outstanding                              20,819             517
Additional paid-in-capital                                   350,765,160     136,370,654
Accumulated deficit                                         (159,532,422)    (93,549,626)
                                                           --------------  --------------

  Total stockholders' equity                                 191,253,905      42,821,726
                                                           --------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 343,019,841   $  76,889,763
                                                           ==============  ==============
</TABLE>


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


3
<PAGE>
<TABLE>
<CAPTION>

                                    TELSCAPE INTERNATIONAL, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                                     (UNAUDITED)

                                                        Three  Months  Ended                Nine  Months  Ended
                                                            September  30,                      September  30,
                                                       2000              1999             2000             1999
                                                  ---------------  ---------------  ---------------  ---------------
<S>                                               <C>              <C>              <C>              <C>
REVENUES                                          $  $35,579,528   $   12,965,450   $   71,438,099   $   37,673,042
                                                  ---------------  ---------------  ---------------  ---------------
COSTS AND EXPENSES:
   Cost of services and products                      31,327,746       12,504,624       63,923,967       34,885,784
   Selling, general, and administrative expenses      15,548,891        4,869,379       29,541,866       11,576,811
   Restructuring                                       2,600,591                -        2,600,591                -
   Depreciation and amortization                       8,299,989        1,109,634       13,126,050        3,221,028
                                                  ---------------  ---------------  ---------------  ---------------
   Total costs and expenses                           57,777,217       18,483,637      109,192,474       49,683,623
                                                  ---------------  ---------------  ---------------  ---------------

OPERATING LOSS                                       (22,197,689)      (5,518,187)     (37,754,375)     (12,010,581)

INTEREST EXPENSE, net                                 (3,409,206)      (1,033,467)      (3,851,897)      (3,657,523)
OTHER INCOME, net                                        451,880           15,532        1,009,034           15,532
                                                  ---------------  ---------------  ---------------  ---------------

NET LOSS BEFORE INCOME TAXES                         (25,155,015)      (6,536,122)     (40,597,238)     (15,652,572)
INCOME TAX BENEFIT                                             -                -                -                -
                                                  ---------------  ---------------  ---------------  ---------------

NET LOSS                                             (25,155,015)      (6,536,122)     (40,597,238)     (15,652,572)
Beneficial conversion charge                                   -                -      (19,059,218)     (22,174,075)
Preferred stock dividend                              (2,701,580)        (928,188)      (6,326,335)      (1,375,574)
                                                  ---------------  ---------------  ---------------  ---------------
Net loss available
  to common stockholders                            $(27,856,595)     $(7,464,310)    $(65,982,791)    $(39,202,221)
                                                  ===============  ===============  ===============  ===============
Basic and diluted
  net loss per share                                      $(1.34)          $(0.73)          $(4.21)          $(3.86)
                                                  ===============  ===============  ===============  ===============
Shares used in computing
  net loss per share                                  20,725,570       10,191,160       15,658,894       10,158,694
                                                  ===============  ===============  ===============  ===============
</TABLE>


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


4
<PAGE>
<TABLE>
<CAPTION>

                                  TELSCAPE INTERNATIONAL, INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             FOR THE NINE MONTHS  ENDED SEPTEMBER 30, 2000 AND 1999
                                                   (UNAUDITED)

                                                                                Nine  Months Ended September 30,
                                                                                   2000             1999
                                                                               ---------------  ---------------
OPERATING ACTIVITIES:
<S>                                                                            <C>              <C>
  Net loss                                                                     $  (40,597,238)  $  (15,652,572)
                                                                               ---------------  ---------------
  Adjustments to reconcile net loss to net cash
   used in operating activities (excluding effects of purchase acquisition):
    Depreciation and amortization                                                  13,126,050        3,221,028
    Bad debt expense                                                                  411,054          203,413
    Amortization of discounts on debt and lease
     obligations                                                                    1,052,452        2,302,531
    Non-cash stock compensation                                                       106,794                -
    Non-cash restructuring charge                                                     526,504                -
    Other                                                                                   -          (64,550)
    Changes in operating assets and liabilities:
     Accounts receivable, net                                                      (1,557,296)      (1,196,874)
     Accounts receivable - affiliate, net                                                   -         (155,866)
     Notes receivable, net                                                            175,851         (690,030)
     Inventory, net                                                                  (510,840)        (800,888)
     Other prepaid expenses and other                                                (521,333)      (1,755,746)
     Accounts payable, accrued and other liabilities                                4,558,900          587,265
     Accounts payable - affiliate                                                           -          (68,000)
     Unearned revenue                                                                (561,572)        (719,823)
                                                                               ---------------  ---------------
        Total adjustments                                                          16,806,564          862,460
                                                                               ---------------  ---------------
        Net cash used in operating activities                                     (23,790,674)     (14,790,112)
                                                                               ---------------  ---------------


INVESTING ACTIVITIES:
  Purchase of property and equipment                                              (28,100,101)      (3,647,733)
  Restricted cash                                                                     258,913         (557,028)
  Cash received (paid) from acquisition                                             3,125,122         (137,140)
  Cash paid for intangibles                                                          (860,084)               -
  Repayment of intercompany debt by deconsolidated subsidiary                       1,909,596                -
  Reduction in cash due to deconsolidation of subsidiary, net                        (350,295)               -
  Other                                                                             1,103,207                -
                                                                               ---------------  ---------------
        Net cash used in investing activities                                     (22,913,642)      (4,341,901)
                                                                               ---------------  ---------------

FINANCING ACTIVITIES:
  Proceeds from exercise of warrants and options                                    3,525,658                -
  Proceeds from issuance of preferred stock, net                                   27,733,965       28,068,784
  Proceeds from leases and notes payable                                            7,973,306       22,640,481
  Repayments of leases and notes payable                                           (3,720,078)      (1,627,563)
                                                                               ---------------  ---------------
        Net cash provided by financing activities                                  35,512,851       49,081,702
                                                                               ---------------  ---------------
CHANGE IN CASH AND CASH EQUIVALENTS                                               (11,191,465)      29,949,689
CASH AND CASH EQUIVALENTS AT:
  BEGINNING OF PERIOD                                                              21,219,684        1,255,199
                                                                               ---------------  ---------------
  END OF PERIOD                                                                $   10,028,219   $   31,204,888
                                                                               ===============  ===============


Supplemental disclosure of cash flow information:
------------------------------------------------
Cash paid for:
Interest                                                                       $    1,265,707   $      740,511
Taxes                                                                                 793,521                -
</TABLE>


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


5
<PAGE>
                          TELSCAPE INTERNATIONAL, INC.
                     CONDENSED NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 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 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 of Operations are  based upon
Pointe Communications  Corporation due to the purchase accounting method used to
record the  merger  (see Note 6 for further discussion).  Certain amounts in the
prior  period  financial  statements  have  been  reclassified to conform to the
current  year  presentation.

3.   RESTRUCTURING  CHARGE
     --------------------

     In  the  third  quarter  of  2000,  the  Company  recorded  a  charge  of
approximately  $2.6  million  to restructure its call center and prepaid calling
card operations in Mexico and Houston, Texas as well as administrative functions
at  both  locations.  The restructuring included facilities closures and certain
employee  terminations.  Severance benefits have been provided for 216 employees
terminated  at  the  following  locations  and  functions:


6
<PAGE>
                               Number
Location  /  Function       of  Employees
---------------------       -------------

MEXICO
Prepaid  Calling  Card          26
Enterprise                      34
Call  Center                    37
Administrative  and  other      64


U.S.
Network  Operations            12
Administrative                 12
Prepaid  Calling  Card         21
Call  Center                   10
                              ---
Total                         216
                              ===

     All  216  employees  were terminated as of September 30, 2000.  The Company
recorded  lease  terminating costs of approximately $204,000 principally related
to  redundant  administrative  and  call  center  facilities  in  Texas.  Lease
terminating  costs  of  approximately  $198,000  were  expensed  related  to
administrative  operations  in  Mexico.

     Charges  for  restructuring  for the three months ended September 30, 2000,
and  accrued restructuring at September 30, 2000, are as follows (in thousands):

<TABLE>
<CAPTION>
                                     Expensed
                                 Three Months Ended                    Accrued Costs
                                 September 30, 2000    Incurred     September 30, 2000
                                 ------------------    --------     ------------------
<S>                             <C>                    <C>          <C>
Severance for terminated
  employees                      $           1,347     $  (396)     $             951
Facilities closures                            403           -                    403
Dedicated lines discontinued                   268           -                    268
Termination of public relations
  Agreement                                    583        (527)                    56
                                 ------------------                 ------------------
                                 $           2,601                  $           1,678
                                 ==================                 ==================
</TABLE>


4.   EARNINGS  PER  SHARE
     --------------------

     Basic  net earnings per share is computed using the weighted average number
of  shares  outstanding.  Diluted  net  earnings per share is computed using the
weighted  average  number  of  shares outstanding, adjusted for potential common
shares, when dilutive. For the periods presented, the effect of potential common
shares  was  antidilutive; as a result, basic and diluted net loss per share are
the  same.  The  differences  between  net loss and net loss available to common
stockholders  are  1)  the beneficial conversion charge incurred with respect to
the issuance of Class F and Class D (formerly Pointe Class A) Senior Convertible
Preferred  Stock  during  the second quarter of 2000 and 1999, respectively (see
Note  10), and 2) the payment of dividends issued on Class D, E (Formerly Pointe
Class  A  and B) and F Preferred Stock during the periods presented. The Company
paid  the  dividends  in  additional  shares  of  Preferred  Stock.


7
<PAGE>
5.   INCOME  TAXES
     -------------

     There  was  no  provision  for  income  taxes  for the three or nine months
ended  September 30, 2000 and 1999, respectively, as the Company had  net losses
for  1999  and  anticipates  a net loss for the year ended  December  31,  2000.
One  of  the Company's foreign subsidiaries has prepaid certain taxes related to
its  Mexico  operations.

6.   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 treated as 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-Scholes
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 September  30,  2000  are  included  in
the  consolidated  results  of  operations.

     In  conjunction  with the merger, the Company recorded intangible assets of
approximately  $172,017,000  due  to  the purchase price 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 (YEARS)
     ----------                 -------------         -----------------------
     Acquired Customer Base     $  17,202,000                     2
     License  and  other           51,605,000                  5-30
     Goodwill                     103,210,000                    20


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


Current Assets                     $ 24,111,135
Property and Equipment, net          63,897,290
Other Long Term Assets, net          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
  Stcokholders'Equity              $128,906,522
                                   ============


8
<PAGE>
     The  following  table presents the unaudited pro forma consolidated results
of operations of the Company as though the merger took place as of the beginning
of  each  of  the  periods  presented:

                                                 Nine  Months  Ended
                       Three  Months  Ended           September  30,
                        September 30, 1999        2000             1999
                       --------------------  ---------------  ---------------
Revenues               $        39,578,451   $  107,911,263   $  121,014,042

Net loss                       (15,206,122)     (53,185,292)     (39,889,572)

Net loss per share,
  basic and diluted    $             (1.49)  $        (3.40)  $        (3.93)


     The  pro forma financial information does not purport to represent what the
consolidated  results  of  operations  would  have  been  if  the  purchase
acquisition  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.

7.   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, the Company has recognized no
income/loss  during  the  first  nine  months  of  2000.

8.   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
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:


9
<PAGE>
<TABLE>
<CAPTION>
                                        THREE  MONTHS  ENDED          NINE  MONTHS  ENDED
                                      9/30/00       9/30/99       9/30/00        9/30/99
                                    ------------  ------------  ------------  -------------
<S>                                 <C>           <C>           <C>           <C>
REVENUES:
---------
CLEC/DLEC                           $ 2,470,160   $ 1,304,425   $ 4,958,035   $  3,798,819
INTERNATIONAL LONG DISTANCE          25,199,618    11,661,025    54,926,297     33,874,223
ADVANCED SERVICES
     NETWORK SOLUTIONS                3,028,086             -     4,635,028              -
     CUSTOMER RELATIONSHIP MGT.       3,194,084             -     4,469,543              -
     BROADBAND SERVICES               1,687,580             -     2,319,928              -
TELECOMMUTE                                   -             -       129,268              -
                                    ------------  ------------  ------------  -------------
       TOTAL REVENUES                35,579,528    12,965,450    71,438,099     37,673,042
                                    ------------  ------------  ------------  -------------
COST OF SERVICES:
-----------------
CLEC/DLEC                             2,689,963     1,087,475     5,182,322      2,874,140
INTERNATIONAL LONG DISTANCE          25,009,512    11,417,149    53,216,928     32,011,644
ADVANCED SERVICES
     NETWORK SOLUTIONS                1,435,773             -     2,212,445              -
     CUSTOMER RELATIONSHIP MGT.       1,185,427             -     1,668,156              -
     BROADBAND SERVICES               1,007,071             -     1,512,264              -
TELECOMMUTE                                   -             -       131,852              -
                                    ------------  ------------  ------------  -------------
TOTAL COST OF SERVICES               31,327,746    12,504,624    63,923,967    34,885,784
                                    ------------  ------------  ------------  -------------

GROSS MARGIN
------------
CLEC/DLEC                              (219,803)      216,950      (224,287)       924,679
INTERNATIONAL LONG DISTANCE             190,106       246,876     1,709,369      1,862,579
ADVANCED SERVICES
     NETWORK SOLUTIONS                1,592,313             -     2,422,583              -
     CUSTOMER RELATIONSHIP MGT.       2,008,657             -     2,801,387              -
     BROADBAND SERVICES                 680,509             -       807,664              -
TELECOMMUTE                                   -             -        (2,584)             -
                                    ------------  ------------  ------------  -------------
TOTAL GROSS MARGIN                    4,251,782       460,826     7,514,132      2,787,258
                                    ------------  ------------  ------------  -------------

SELLING GENERAL & ADMINISTRATIVE
--------------------------------
CLEC/DLEC                             4,965,062       850,779     9,763,292      1,694,558
INTERNATIONAL LONG DISTANCE           2,608,523     1,753,693     6,013,842      4,635,611
ADVANCED SERVICES
     NETWORK SOLUTIONS                1,379,894             -     2,033,894              -
     CUSTOMER RELATIONSHIP MGT.       1,314,000             -     1,786,000              -
     BROADBAND SERVICES                 746,135             -       939,106              -
     ENABLE COMMERCE                    451,000             -       565,000              -
TELECOMMUTE                                   -       888,464       395,484      3,189,662
CORPORATE & NETWORK                   4,084,277     1,376,443     8,045,248      2,056,980

                                    ------------  ------------  ------------  -------------
       TOTAL SG&A                    15,548,891     4,869,379    29,541,866     11,576,811
                                    ------------  ------------  ------------  -------------
   RESTRUCTURING                      2,600,591             -     2,600,591              -
                                    ------------  ------------  ------------  -------------
   DEPRECIATION & AMORTIZATION        8,299,989     1,109,634    13,126,050      3,221,028
                                    ------------  ------------  ------------  -------------
          TOTAL COSTS AND EXPENSES   57,777,217    18,483,637   109,192,474     49,683,623
                                    ------------  ------------  ------------  -------------

OPERATING LOSS                     $(22,197,689)  $(5,518,187) $(37,754,375)  $(12,010,581)
                                    ============  ============  ============  =============
</TABLE>


10
<PAGE>
9.   NOTES  PAYABLE
     --------------

     On  September  29,  2000,  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 GE Capital Corp.  (the "GECC Credit Agreement").
The  GECC  Credit  Agreement  provides  for up to $60 million in financing under
long-term repayment terms. In September 2000, the Company borrowed approximately
$56  million.  We  used  $1.3  million  to  repay a note payable to a bank, $3.5
million  and  $40  million  to  repay  in  full accrued interest  and principal,
respectively,  on  the  1999  Lucent  Credit  Agreement,  $10.6  million  to pay
outstanding  payables,  and $1.6 million for debt costs associated with the GECC
borrowing.  The  Company  received  no  net  cash  proceeds  from  this  initial
borrowing.

     In  conjunction with the repayment of the 1999 Lucent Credit Agreement, the
Company  wrote off approximately $656,000 of deferred loan costs that related to
this  debt.

     The  GECC  Credit  Agreement  requires  no  payments for the first year and
interest-only  payments  for  the  second  year.  Beginning  October  2002,  the
agreement  requires  nine semiannual principal payments, including prior accrued
interest  of  approximately  $5.2 million, plus current interest.  The agreement
bears  interest  at  a  per  annum rate of LIBOR plus a margin of 5.8% initially
which  increases  to  7.3 % by the fifth year (12.3 % at September 30, 2000). In
conjunction  with  the  extension,  the  Company issued  additional  warrants to
purchase  710,314  shares  of common stock for a period of six years at a strike
price of $2.53.  The warrants were valued at approximately $1.0 million and were
recorded  as  a  discount  on  the notes to be amortized over the 6.5 year term.

     In  September  2000,  the  Company  signed  a financing agreement with NTFC
Capital  Corporation ("NTFC"), a financing arm of GECC, for new funding of up to
$16  million.  The Company used part of the initial proceeds of $13.5 million to
repay  $13.2 million of accounts payable related to equipment for the U.S.  CLEC
/  DLEC  operations  and to pay $0.3 million of loan costs.  The agreement bears
interest  at  Libor  plus  a  margin  of  5.0%  (11.5% at September 30, 2000)and
requires no payments the first year, then interest only payments until September
30,  2002, then 20 quarterly principal and interest payments until September 30,
2007.  Interest  accrued  during the no payment period is added to the principal
balance.

     On  January  11, 1999, the Company signed a financing arrangement with NTFC
which  provided  for  funding of equipment purchases of up to $7.0 million.  The
Company  borrowed $5.6 million pursuant to this agreement.  As of the end of the
second  quarter  2000,  the Company was not in compliance with certain financial
covenants  under  this  loan facility.  In September 2000, the Company reset the
financial  covenants  included  in  the  note to mirror the GECC and NTFC credit
agreements  discussed above.  This note bears interest at 10.8% per annum and is
due  in  four  interest  only  payments  through January 1, 2000, then quarterly
principal  payments  of  $350,000  plus  interest  until  January  2005.

     On October 22, 1999, the Company signed a loan agreement with Lennox Invest
Ltd.  ("Lennox"),  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.  Lennox and the Company agreed
to  extend  the  notes an additional six months from the original maturity dates
and  again  until  November  30,  2000.  In  conjunction with the extension, the
Company  issued  additional  warrants to purchase 178,288 shares of common stock
for  a  period  of  three  years  at a strike price of $7.00.  The warrants were
valued  at  $72,049  and  were  recorded  as a discount on the note amortized to
interest  expense  over  the  six month extended maturity.  The notes matured on
October  22,  2000,  and  the  Company  is  currently  negotiating an extension.
However  the  Company  has  not  reached  terms  and  is  currently  in  default
additionally  the  Company's  debt  obligation for $500,000 to Scott Christ also
matured on November 8, 2000.  The Company is currently in negotiations with both
Lennox  and  Mr.  Christ  to  extend  the  term.  These  defaults create a cross
default  on  the GECC facilities which if not cured make the GECC loans current.

     As  of  September  30,  2000,  the  Company  was not in compliance with the
revenue  covenants  contained  in  the GECC and NTFC credit facilities discussed
above.  The  Company  was  granted  waivers  of  the  covenant defaults by GECC.
Additionally,  the  Company was obligated to obtain certain waivers and consents
from  third  parties  (including  landlords,  carriers, vendors, banks, etc.) by
October  31, 2000.  As of October 31, 2000, not all of the required consents had
been  obtained,  and  GECC  extended  the  required  date  to November 30, 2000.
Certain of the consents remain open, and the Company is working in good faith to
obtain  them; however there can be no assurance that we will obtain them on time
and, if not, the Company will need to request an additional extension from GECC.


11
<PAGE>
10.  EQUITY
     ------

     In  conjunction  with  the  merger  with  Pointe, Telscape issued 11,404.84
shares  of  Class  D  Preferred  Stock  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  share  of
underlying  Telscape  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  of 1933, as amended (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 Class F Preferred
Stock  earns  dividends  at  a  rate  of 12% per annum, which are cumulative and
payable  in  either  cash  or shares of Class F Preferred Stock at the Company's
discretion.  Each  share of Class F Preferred Stock is convertible at the option
of  the  holder  into  common  stock  at  a  conversion price of $8.20 per share
(subject  to adjustment for certain diluting issues) at any time while the Class
F  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 Preferred 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 Preferred 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
warrant  holders  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-Scholes
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.


12
<PAGE>
    In September 2000, for consideration of Lucent Technologies, Inc. ("Lucent")
facilitating  the  GECC agreement, the Company issued to Lucent 710,314 warrants
to  purchase  shares of the Company's common stock at an exercise price of $2.53
per share.  These warrants have a fair value of approximately $1 million, and we
will amortize the expense over six years, the term of the GECC Credit Agreement.
Also  in  September,  for  consideration  with extension of the Lennox loan, the
Company  issued  178,288  warrants  to  purchase  shares  of  common stock at an
exercise  price  of  $7.00  per  share.

11.  COMMITMENTS
     -----------

     The  Company  has  signed  agreements  in  which  it  will swap some of the
capacity  available  on  its  Mexican  network  with capacity available on other
carriers  networks.  Some  of these swap agreements require that the Company pay
some  additional  monies  in  addition  to  the actual facilities exchange.  The
Company  has  committed  to  approximate  payments  of  $2,140,000 in the fourth
quarter  of  2000 and $4,279,000 in fiscal year 2001 under such swap agreements.

12.  ACCOUNTING  STANDARDS
     ---------------------

     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards No. 133 "Accounting for Derivative
Instruments  and Hedging  Activities."  In June 2000,  FASB issued  Statement of
Financial  Accounting  Standards  No. 138  "Accounting  for  Certain  Derivative
Instruments and Certain Hedging  Activities - an amendment of FASB Statement No.
133." These  statements  require all  derivatives  to be recorded on the balance
sheet at fair value and establishes new accounting rules for hedging instruments
and  are  effective  for  fiscal  years  beginning  after  June  15,  2000.  We
believe  that  these  statements will not have a material  financial impact upon
our  annual  consolidated  financial  results.

     The  FASB issued Interpretation ("Interpretation") No.  44, "Accounting for
Certain  Transactions  involving  Stock  Compensation,  an Interpretation of APB
Opinion  No.  25"  which  is  effective  July  1,  2000.  Interpretation No.  44
clarifies  (a)  the  definition of employee for purposes of applying Opinion No.
25, (b) the criteria for determining whether a stock compensation plan qualifies
as  a  non-  compensatory  plan,  (c)  the  accounting  consequences  of various
modifications  to the terms of a previously fixed stock option or award, and (d)
the  accounting  for  an  exchange  of  stock  compensation awards in a business
combination.  Adoption  of  the provisions of the Interpretation is not expected
to  have  a  significant  impact  on  our  financial  statements.

     On  December  3,  1999,  the  SEC  issued Staff Accounting  Bulletin  (SAB)
No.  101,  "Revenue  Recognition  in  Financial  Statements."  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.

12.  SUBSEQUENT EVENT
     ----------------

     On November 1, 2000, the Company agreed to transfer its Network Integration
business in Mexico to REDES Empresariales, S.A.  DE C.V.  ("REDES"), a privately
held  company,  for  consideration  of  a  40%  equity  interest  in  REDES.
Additionally,  the  Company has agreed to fund the future operations of REDES up
to  $500,000.  This  transaction  will  result  in  the  transfer of the Network
Integration  operations  and staff to REDES.  However, the Company maintains the
receivables  and  payables outstanding at the date of transfer and the inventory
existing  at  the time of sale.  The closing of this transaction is scheduled to
occur  November  30,  2000 and is subject to the approval of GECC as part of our
loan  requirements.


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 common stock
was  exchanged  for  0.223514  shares of Telscape common stock.  Telscape issued
12,159,767  shares  in  the  Merger.  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.  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:


13
<PAGE>
-     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  in  Mexico.

-     Greater  critical  mass,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.


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  8  to  the  Company's  unaudited  consolidated  financial
statements  for  business segment financial information).  The Advanced Services
business  unit  will build upon the Mexican network assets 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,  Miami, and San Diego and expects to open, 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.  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
---------------------------
     Telscape's  Mexican subsidiary Telereunion, S.A. de C.V., has completed the
construction  of  its  state-of-the-art  Fiber  Optic  network  in Mexico and is
currently  interconnected  with  Telmex  and  serving  12  cities.  We expect to
interconnect  the  remaining  10  cities on the network with Telmex to bring the
total  to  22 by end of fiscal year 2000. Once  fully established, Telscape will
have  a  fiber  network  with  approximately  4,100  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


14
<PAGE>
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
-------------------------------------

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
to  future  growth  or  margin  sustainability.

     We  are currently in discussions with interested parties regarding the sale
of  our  satellite  and prepaid phone card businesses.  Selling these operations
will  generate  cash  proceeds  to invest in and allow management to concentrate
more  energy  on  our  Mexican  network  operations  and  the  U.S.  CLEC / DLEC
operations.  While there can be no assurances, we anticipate that these measures
will result in reducing overall negative EBITDA not only from the elimination of
the  businesses  but also from the reduction of the corporate overhead needed to
support these operations.  While we have no firm commitments for the sale of the
satellite  and prepaid businesses, we expect to consumate these sales during the
fourth quarter of 2000 but there can be no assurance that they will close timely
or  at  all.

     In  the  third  quarter  of  2000,  the  Company  recorded  a  charge  of
approximately  $2.6  million  to restructure its call center and prepaid calling
card operations in Mexico and Houston, Texas as well as administrative functions
at  both  locations.  The restructuring included facilities closures and certain
employee terminations.  Severance benefits have been provided for 216 terminated
employees.  The  Company  recorded  lease  terminating  costs  of  approximately
$204,000,  principally  related  to  redundant  administrative  and  call center
facilities  in  Texas.  Lease  terminating  costs of approximately $198,000 were
expensed  related  to  administrative  facilities  in  Mexico.

     In  addition,  management  continues  to  implement policies and procedures
throughout the Company with the intention of continuing to reduce  expenses  and
improve  margins.

     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
nine months ended September 30, 2000 and 1999.  Operating results for any period
are  not  necessarily  indicative  of  results  for  any  future  period.

<TABLE>
<CAPTION>
                                      THREE  MONTHS  ENDED          NINE  MONTHS  ENDED
                                      9/30/00       9/30/99       9/30/00        9/30/99
                                    ------------  ------------  ------------  -------------
REVENUES:
---------
<S>                                 <C>           <C>           <C>           <C>
CLEC/DLEC                           $ 2,470,160   $ 1,304,425   $ 4,958,035   $  3,798,819
INTERNATIONAL LONG DISTANCE          25,199,618    11,661,025    54,926,297     33,874,223
ADVANCED SERVICES
     NETWORK SOLUTIONS                3,028,086             -     4,635,028              -
     CUSTOMER RELATIONSHIP MGT.       3,194,084             -     4,469,543              -
     BROADBAND SERVICES               1,687,580             -     2,319,928              -
TELECOMMUTE                                   -             -       129,268              -
                                    ------------  ------------  ------------  -------------
       TOTAL REVENUES                35,579,528    12,965,450    71,438,099     37,673,042
                                    ------------  ------------  ------------  -------------


15
<PAGE>
COST OF SERVICES:
-----------------
CLEC/DLEC                             2,689,963     1,087,475     5,182,322      2,874,140
INTERNATIONAL LONG DISTANCE          25,009,512    11,417,149    53,216,928     32,011,644
ADVANCED SERVICES
     NETWORK SOLUTIONS                1,435,773             -     2,212,445              -
     CUSTOMER RELATIONSHIP MGT.       1,185,427             -     1,668,156              -
     BROADBAND SERVICES               1,007,071             -     1,512,264              -
TELECOMMUTE                                   -             -       131,852              -
                                    ------------  ------------  ------------  -------------
TOTAL COST OF SERVICES               31,327,746    12,504,624    63,923,967    34,885,784
                                    ------------  ------------  ------------  -------------

GROSS MARGIN
------------
CLEC/DLEC                              (219,803)      216,950      (224,287)       924,679
INTERNATIONAL LONG DISTANCE             190,106       246,876     1,709,369      1,862,579
ADVANCED SERVICES
     NETWORK SOLUTIONS                1,592,313             -     2,422,583              -
     CUSTOMER RELATIONSHIP MGT.       2,008,657             -     2,801,387              -
     BROADBAND SERVICES                 680,509             -       807,664              -
TELECOMMUTE                                   -             -        (2,584)             -
                                    ------------  ------------  ------------  -------------
TOTAL GROSS MARGIN                    4,251,782       460,826     7,514,132      2,787,258
                                    ------------  ------------  ------------  -------------

SELLING, GENERAL & ADMINISTRATIVE
---------------------------------
CLEC/DLEC                             4,965,062       850,779     9,763,292      1,694,558
INTERNATIONAL LONG DISTANCE           2,608,523     1,753,693     6,013,842      4,635,611
ADVANCED SERVICES
     NETWORK SOLUTIONS                1,379,894             -     2,033,894              -
     CUSTOMER RELATIONSHIP MGT.       1,314,000             -     1,786,000              -
     BROADBAND SERVICES                 746,135             -       939,106              -
     ENABLE COMMERCE                    451,000             -       565,000              -
TELECOMMUTE                                   -       888,464       395,484      3,189,662
CORPORATE & NETWORK                   4,084,277     1,376,443     8,045,248      2,056,980

                                    ------------  ------------  ------------  -------------
       TOTAL SG&A                    15,548,891     4,869,379    29,541,866     11,576,811
                                    ------------  ------------  ------------  -------------
   RESTRUCTURING                      2,600,591             -     2,600,591              -
                                    ------------  ------------  ------------  -------------
   DEPRECIATION & AMORTIZATION        8,299,989     1,109,634    13,126,050      3,221,028
                                    ------------  ------------  ------------  -------------
          TOTAL COSTS AND EXPENSES   57,777,217    18,483,637   109,192,474     49,683,623
                                    ------------  ------------  ------------  -------------

OPERATING LOSS                      (22,197,689)   (5,518,187)  (37,754,375)   (12,010,581)

INTEREST EXPENSE, NET                (3,409,206)   (1,033,467)   (3,851,897)    (3,657,523)
OTHER INCOME                            451,880        15,532     1,009,034         15,532

                                    ------------  ------------  ------------  -------------
NET LOSS                            (25,155,015)   (6,536,122)  (40,597,238)   (15,652,572)

BENEFICIAL CONVERSION FEATURE                 -             -   (19,059,218)   (22,174,075)
PREFERRED DIVIDENDS                  (2,701,580)     (928,188)   (6,326,335)    (1,375,574)
                                   -------------  ------------  ------------  -------------

  NET LOSS AVAILABLE TO
       COMMON SHAREHOLDERS         $(27,856,595)  $(7,464,310) $(65,982,791)  $(39,202,221)
                                   =============  ============ =============  =============

NET LOSS PER SHARE -
BASIC AND DILUTED                  $      (1.34)  $     (0.73) $      (4.21)  $      (3.86)
                                   =============  ============ =============  =============

SHARES USED IN COMPUTING
NET LOSS PER SHARE                   20,725,570    10,191,160    15,658,894     10,158,694
                                   ============== ============ =============  =============
</TABLE>


16
<PAGE>
     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 September 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  September  30,  2000  and  1999  were $35,579,528 and $12,965,450
respectively,  an  increase  of  22,614,078  or  174%.  Gross  margin  totaled
$4,251,782 or 12% for the quarter ended September 30, 2000 versus $460,826 or 4%
for  the  same  quarter in 1999.  SG&A expenses for the quarters ended September
30,  2000 and 1999 were $15,548,891 and $4,869,379 or 44% and 38% as percentages
of  revenues,  respectively.  Operating loss for the quarter ended September 30,
2000,  was  $22,197,689  compared  to  $5,518,187  for the same quarter in 1999.

     During the nine months ended September 30, 2000, revenues were $71,438,099,
an  increase  of  $33,765,057 or 90%, from the same period in 1999. Gross Margin
totaled  $7,514,132  million or 11% for the nine months ended September 30, 2000
versus  $2,787,258  or  7% for the nine months ended September 30, 1999. Year to
date  SG&A  expenses  for  the  periods  ended  September 30, 2000 and 1999 were
$29,541,866  and  $11,576,811  or  41%  and  31%  as  percentages  of  revenues,
respectively.  Operating  loss  for the nine months ended September 30, 2000 was
$37,754,375  compared  to  $12,010,581  for  the  same  period  in  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,  Miami  at  the  beginning  of  the  third quarter and San Diego at the
beginning  of  the fourth 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  agreement  was  signed during the second quarter 2000 and the
last  of the total 22 cities are expected to be physically interconnected during
the fourth quarter 2000.  CLEC margins were negative during the third quarter as
a result of fixed start up costs incurred in advance of significant revenues and
are  expected  to  turn  positive as additional customers are provisioned.  SG&A
expenses  increased  as  a  result  of  the  Merger  and as a result of the CLEC
business  segment  increasing its selling and administrative costs in advance of
introducing  its bundled product offering.  We began sales in Los Angeles during
the second quarter and in Miami during the third quarter.  We expect to open San
Diego,  Houston,  San Francisco, New York, Chicago, Dallas and San Juan over the
next  six  quarters.

     Basic  and  diluted  net  loss  per  share available to common shareholders
includes  non-operating, non-cash charges of $2,701,580, or $0.13 per share, and
$928,188,  or $0.09 per share, for the three months ended September 30, 2000 and
1999,  and $25,385,553, or $1.62 per share, and $23,549,649, or $2.32 per share,
for both the nine months ended September 30, 2000 and 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") Issue
No.  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.


17
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  had  a  net  cash  outflow from operating activities of $23.8
million and $14.8 million for the nine months ended September 30, 2000 and 1999,
respectively.  The  increase  from  1999  to  2000  is  primarily  the result of
increases  in  operating  losses.

     The  Company used net $22.9 million in investing activities, principally to
acquire  $28.1  million  of property and equipment for use mainly in the US CLEC
operations  in Los Angeles, Miami and San Diego and to build the Mexico network.
This  was  offset  by $3.1 million of cash acquired in the Merger between Pointe
and  Telscape.  Additionally, we received $1.9 million 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  reduced the Company's ownership
below  fifty  percent.

     The  Company's  financing activities for the year to date through September
30,  2000,  generated  a net $35.5 million mainly as a result of the issuance of
Class  F  Senior  Convertible Preferred Stock (see Note 10), which generated net
proceeds  of  approximately  $27.7  million.  Additionally, the Company received
$3.5  million  in conjunction with the exercise of warrants and options and $4.3
million  of  net  proceeds  from  leases  and  notes  payable.

     As  of  September  30,  2000,  the Company had unrestricted cash on hand of
$10.0 million with a negative working capital balance of $105.5 million.  During
the third quarter 2000, we signed agreements to increase amounts available under
our  borrowing  facilities.

 On  September  29,  2000, 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
GE  Capital  Corp.  (the  "GECC  Credit  Agreement").  The GECC Credit Agreement
provides  for up to $60 million in financing under long-term repayment terms. In
September  2000,  the  Company borrowed approximately $56 million.  We used $1.3
million to repay a note payable to a bank, $3.5 million and $40 million to repay
in full accrued interest  and principal, respectively, on the 1999 Lucent Credit
Agreement,  $10.6 million to pay outstanding payables, and $1.6 million for debt
costs  associated  with  the  GECC  borrowing.  The Company received no net cash
proceeds  from  this  initial  borrowing.

     The  GECC  Credit  Agreement  requires  no  payments for the first year and
interest-only  payments  for  the  second  year.  Beginning  October  2002,  the
agreement  requires  nine semiannual principal payments, including prior accrued
interest  of  approximately  $5.2 million, plus current interest.  The agreement
bears  interest  at  a  per  annum rate of LIBOR plus a margin of 5.8% initially
which  increases  to  7.3 % by the fifth year (12.3 % at September 30, 2000). In
conjunction  with  the  extension,  the Company issued an additional warrants to
purchase  710,314  shares  of common stock for a period of six years at a strike
price of $2.53.  The warrants were valued at approximately $1.0 million and were
recorded  as  a  discount  on  the notes to be amortized over the 6.5 year term.
Approximately  $4  million is remaining under the facility to be used for future
equipment  acquisitions  or  to  capitalize  interest.

     In  September  2000,  the  Company  signed  a financing agreement with NTFC
Capital  Corporation ("NTFC"), a financing arm of GECC, for new funding of up to
$16  million.  The Company used part of the initial proceeds of $13.5 million to
repay  $13.2 million of accounts payable related to equipment for the U.S.  CLEC
/  DLEC  operations  and to pay $0.3 million of loan costs.  The agreement bears
interest  at  Libor  plus  a  margin  of  5.0%  (11.5% at September 30, 2000)and
requires no payments the first year, then interest only payments until September
30,  2002, then 20 quarterly principal and interest payments until September 30,
2007.  Interest  accrued  during the no payment period is added to the principal
balance.  Approximately  $2.5 million is remaining under the facility to be used
for  future  equipment  acquisitions  or  to  capitalize  interest.

     On  January  11, 1999, the Company signed a financing arrangement with NTFC
which  provided  for  funding of equipment purchases of up to $7.0 million.  The
Company  borrowed $5.6 million pursuant to this agreement.  As of the end of the
second  quarter  2000,  the Company was not in compliance with certain financial
covenants  under  this  loan facility.  In September 2000, the Company reset the
financial  covenants  included  in  the  note to mirror the GECC and NTFC credit
agreements  discussed above.  This note bears interest at 10.8% per annum and is
due  in  four  interest  only  payments  through January 1, 2000, then quarterly
principal  payments  of  $350,000  plus  interest  until  January  2005.

     As  of  September  30,  2000,  the  Company  was not in compliance with the
revenue  covenants  contained  in  the GECC and NTFC credit facilities discussed
above.  The  Company  was  granted  waivers  of  the  covenant defaults by GECC.
Additionally,  the  Company was obligated to obtain certain waivers and consents
from  third  parties  (including  landlords,  carriers, vendors, banks, etc.) by
October  31, 2000.  As of October 31, 2000, not all of the required consents had
been  obtained,  and  GECC  extended  the  required  date  to November 30, 2000.
Certain of the consents remain open, and the Company is working in good faith to
obtain them; however, there can be no assurance that we will obtain them on time
and, if not, the Company will need to request an additional extension from GECC.
The  notes matured on October 22, 2000, and the Company is currently negotiating
an  extension.  However  the  Company  has not reached terms and is currently in
default  additionally the Company's debt obligation for $500,000 to Scott Christ
also matured on November 8, 2000.  The Company is currently in negotiations with
both  Lennox  and Mr.  Christ to extend the term.  These defaults create a cross
default  on  the GECC facilities which if not cured make the GECC loans current.


18
<PAGE>
     Additionally,  the  Company received a second round commitment from a group
of  existing  Telscape  investors  totaling $14 million.  Final documentation is
anicipacted  during  November 2000 with funding to occur prior to year end.  The
group  includes  TSG Capital, Sandler Capital, Oger Pensat, EGL Holdings, Fermor
Investments  and  Cordova  Capital.  The  Company  also expects to consumate the
proposed  sales of its prepaid calling card and satellite divisions by year end,
which  is  expected  to  generate  cash  proceeds  for  the  Company's  on-going
operations.

     The  Company  has  not  generated  net  cash from operations for any period
presented.  We  do not expect that cash flows from operations will be sufficient
to  meet  anticipated  capital expenditures and debt repayment 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, the  consumation of the equity financing and sale of
business  units  discussed  above  and  the  sale  of  additional debt or equity
securities.  There can be no assurance that the above mentioned equity financing
or  asset  sales  will close as anticipated or at all or 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.

ACCOUNTING  STANDARDS

     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standards No. 133 "Accounting for Derivative
Instruments  and Hedging  Activities."  In June 2000,  FASB issued  Statement of
Financial  Accounting  Standards  No. 138  "Accounting  for  Certain  Derivative
Instruments and Certain Hedging  Activities - an amendment of FASB Statement No.
133." These  statements  require all  derivatives  to be recorded on the balance
sheet at fair value and establishes new accounting rules for hedging instruments
and  are  effective  for  fiscal  years  beginning  after  June  15,  2000.  We
believe  that  these  statements will not have a material  financial impact upon
our  annual  consolidated  financial  results.

     The  FASB issued Interpretation ("Interpretation") No.  44, "Accounting for
Certain  Transactions  involving  Stock  Compensation,  an Interpretation of APB
Opinion  No.  25"  which  is  effective  July  1,  2000.  Interpretation No.  44
clarifies  (a)  the  definition of employee for purposes of applying Opinion No.
25, (b) the criteria for determining whether a stock compensation plan qualifies
as  a  non-  compensatory  plan,  (c)  the  accounting  consequences  of various
modifications  to the terms of a previously fixed stock option or award, and (d)
the  accounting  for  an  exchange  of  stock  compensation awards in a business
combination.  Adoption  of  the provisions of the Interpretation is not expected
to  have  a  significant  impact  on  our  financial  statements.

     On  December  3,  1999, the Securities and Exchange Commission issued Staff
Accounting  Bulletin  (SAB)  No.  101,  "Revenue  Recognition  in  Financial
Statements."  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.


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 for the remainder of 2000 or 2001, 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 financing
to  the  extent we can secure these. Any  such  funding  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  in  our  ability  to,  or  unable  to,  provide  many of our
telecommunications  services.


19
<PAGE>
     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 resulted in decreased
prices that have impacted our revenues, margins andcash  flow.  In  addition, we
face  certain  additional  risks in competing in thismarket,  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  our  business  and  our ability to compete
effectively  against  competitors  with  significantly  more  resources could be
materially  adversely  affected.


                              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 nine 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
other  than  the  United  States.  Its  foreign  currency exchange risk includes
the following:


20
<PAGE>
     In  past  years,  the  Mexico  economy  has  had  periods  of exchange rate
instability  and  peso  devaluation.  We  conduct  two  of  the  three  advanced
services  businesses  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.

     Over  the  last  several  years  prior  to  1999,  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  nine  months  of  2000,  the  peso  exchange rate remained virtually
unchanged.  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>


21
<PAGE>
     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.


FORWARD-LOOKING  STATEMENTS

     This  report  on  Form  10-Q contains forward-looking statements within the
meaning  of  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 unforeseen 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

Telscape  International,  Inc.,  Telereunion,  S.A.  de  C.V.,  Telereunion
---------------------------------------------------------------------------
International,  S.A.  de C.V., vs. Mastec, et.al. and Acietel Mexicaona, S.A. de
--------------------------------------------------------------------------------
C.V.  in  the  United States District Court, Southern District of Texas, Houston
--------------------------------------------------------------------------------
Division,  Case  No.  H-99-1468
-------------------------------

     The  Company  filed suit against Mastec, et.al.  and Acietel Mexicana, S.A.
de  C.V.  on  May  14,  1999,  alleging  breach  of  contract,  fraud,  tortuous
interference  with  contract,  and  negligent  misrepresentations.  The  company
alleges  that  agreements between the parties to finance and construct assets in
Mexico  were  not  honored  resulting  in  construction  delays  and  damages of
additional  costs  and expenses resulting from alternate financing.  The Company
is seeking compensatory damages in an amount to be determined at trial.  A trial
date  is  set  for  January  8,  2001.

ITEM  2.   CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

                None.

ITEM  3.   DEFAULT  UPON  SENIOR  SECURITIES

                Not  applicable.

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

                Not  applicable.

ITEM  5.   OTHER  INFORMATION

                Not  applicable.

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

                None.


22
<PAGE>
                                   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:  November  20,  2000          By:  /s/  Stephen  E.  Raville
                                    ----------------------------------
                                    Stephen  E.  Raville
                                    Chief  Executive  Officer


Date:  November  20,  2000          By:  /s/  Peter  C.  Alexander
                                    ----------------------------------
                                    Peter  C.  Alexander
                                    Chief  Operating  Officer



                                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)



  3.5       -     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 (filed as Exhibit 3.6 to the Company's
                  Report  on  Form  10-Q for the quarter ended June 30, 2000 and
                  incorporated  herein  by  reference)

  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)


23
<PAGE>
  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
                  (filed as Exhibit 4.7 to the Company's Report on Form 10-Q for
                  the quarter  ended  June  30,  2000  and  incorporated  herein
                  by reference)

 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)

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)


 10.14      -     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)


24
<PAGE>
 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)

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)


25
<PAGE>
 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  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)


26
<PAGE>
 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)


27
<PAGE>
 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)

 10.41      -     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)

*10.42      -     CREDIT  AGREEMENT  among TELEREUNI"N S.A. de C.V., TELEREUNI"N
                  INTERNATIONAL, S.A. de C.V., TELSCAPE INTERNATIONAL, INC., and
                  THE OTHER BORROWERS PARTY  HERETO and THE ADDITIONAL BORROWERS
                  FROM  TIME  TO  TIME A PARTY HERETO collectively, as Borrowers
                  and THE LENDERS  PARTY  HERETO,  and  GENERAL ELECTRIC CAPITAL
                  CORPORATION,  as  Administrative  Agent and Lender Dated as of
                  September 29, 2000

*10.43      -     Loan and Security Agreement dated as of September 29, 2000, by
                  and between NTFC Capital Corporation and Pointe Communications
                  Corporation

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


28
<PAGE>