================================================================================



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------

                                    FORM 10-Q


(MARK ONE)
     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
          SECURITIES  EXCHANGE  ACT OF 1934
                  FOR THE  QUARTERLY  PERIOD ENDED MARCH 31, 1997.
                                       OR
     [  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
            SECURITIES EXCHANGE ACT OF 1934
                  FOR THE TRANSITION PERIOD FROM      TO

                        COMMISSION FILE NUMBER : 0-27594


                           TRESCOM INTERNATIONAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


             FLORIDA                                       65-0454571
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

      200 EAST BROWARD BOULEVARD,                           33301
       FT. LAUDERDALE, FLORIDA                           (Zip Code)
(Address of Principal Executive Offices)


                                 (954) 763-4000
              (Registrant's Telephone Number, Including Area Code)


               ---------------------------------------------------
                 (Former name, former address and former fiscal
                       year, if changed since last report)

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [ X ] Yes [ ] No

     Indicate the number of shares  outstanding of each of the issuer's  classes
of Common Stock, as of the latest practicable date.

           CLASS                                                 OUTSTANDING
           -----                                                 -----------
    Common Stock, par value                                 11,821,444 shares on
      $0.0419 per share                                          May 5, 1997


================================================================================


<PAGE>

<TABLE>
<CAPTION>


                           TRESCOM INTERNATIONAL, INC.


                                      INDEX
                                      -----

PART I. FINANCIAL INFORMATION
-----------------------------
 <S>                                                                                                     <C> 

                                                                                                         PAGE NO.
                                                                                                         --------
ITEM 1.       Financial Statements:

              Consolidated Balance Sheets as of March 31, 1997 (Unaudited) and December 31, 1996 ........... 1

              Unaudited Consolidated Statements of Operations for the three months ended March 31,
               1997 and 1996 ............................................................................... 2

              Unaudited Consolidated Statement of Shareholders' Equity at March 31, 1997 .................. 3

              Unaudited Consolidated Statements of Cash Flows for the three months ended March 31,
               1997 and 1996 ............................................................................... 4

              Notes to Unaudited Consolidated Financial Statements ......................................... 5

ITEM 2.       Management's Discussion and Analysis of Financial Condition and Results of
              Operations.................................................................................... 7

PART II. OTHER INFORMATION
--------------------------

ITEM 1.       Legal Proceedings ............................................................................ 9

ITEM 2.       Changes in Securities ........................................................................ 9

ITEM 3.       Default Upon Senior Securities................................................................ 9

ITEM 4.       Submission of Matters to a Vote of Security-Holders........................................... 9

ITEM 5.       Other Information............................................................................. 9

ITEM 6.       Exhibits and Reports on Form 8-K.............................................................. 9

SIGNATURES





<PAGE>



                         PART I. - FINANCIAL INFORMATION
                         -------------------------------

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

                                                 TRESCOM INTERNATIONAL, INC.
                                                 CONSOLIDATED BALANCE SHEETS

                                                           ASSETS
                                                                                        MARCH 31,                  DECEMBER 31,
                                                                                          1997                         1996
                                                                                     ------------------------------------------
                                                                                        (Unaudited)
                                                                                     (In thousands, except share data)
  <S>                                                                                  <C>                          <C>


 Current assets:
  Cash.............................................................................    $   3,772                    $   6,020
  Accounts receivable, net of allowance for doubtful accounts of
     $7,453 and $7,588, respectively...............................................       30,833                       29,063
  Other current assets.............................................................        3,796                        3,441
                                                                                      -----------------------------------------
     Total current assets..........................................................       38,401                       38,524
Property and equipment, at cost:
  Transmission and communications equipment........................................       25,437                       24,691
  Furniture, fixtures and other....................................................        5,934                        5,600
                                                                                      -----------------------------------------
                                                                                          31,371                       30,291
  Less accumulated depreciation and amortization...................................       (6,651)                      (5,755)
                                                                                      -----------------------------------------
                                                                                          24,720                       24,536
Other assets:
  Customer bases, net of accumulated amortization of $1,604 and
    $1,358, respectively............................................................       3,560                        3,806
  Excess of cost over net assets of businesses acquired, net of
    accumulated amortization of $2,630 and $2,368, respectively....................       33,998                       34,260
  Other............................................................................          469                          484
                                                                                      -----------------------------------------
Total assets.......................................................................    $ 101,148                    $ 101,610
                                                                                      =========================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable.................................................................    $   1,573                    $   2,758
  Accrued network costs............................................................       21,809                       19,546
  Other accrued expenses...........................................................        4,253                        5,395
  Long-term obligations due within one year........................................          838                          817
  Deferred revenue and other current liabilities...................................          196                        1,807
                                                                                      -----------------------------------------
     Total current liabilities.....................................................       28,669                       30,323
 Long-term obligations (Note 3)....................................................        6,264                        3,965

Stockholders' equity:
  Preferred stock, $.01 par value; 1,000,000 shares authorized; no shares issued
       and outstanding.............................................................            -                            -
  Common stock,  $.0419  par value;  50,000,000  shares  authorized;  11,821,444
      shares issued and outstanding; 11,804,675 shares issued
      and outstanding .............................................................          494                          493
  Deferred compensation............................................................         (646)                        (808)
  Additional paid-in capital.......................................................      106,146                      106,140
  Accumulated deficit..............................................................      (39,779)                     (38,503)
                                                                                     -------------------------------------------
Total stockholders' equity.........................................................       66,215                       67,322
                                                                                     -------------------------------------------
Total liabilities and stockholders' equity.........................................    $ 101,148                     $101,610
                                                                                     ===========================================





                             See accompanying notes.

                                       1
<PAGE>


                           TRESCOM INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                                                      THREE MONTHS ENDED MARCH 31,
                                                                                        1997                1996
                                                                                  -------------------------------------------
                                                                                     (In thousands, except per share data)
  <S>                                                                                    <C>                    <C> 


 Revenues ..............................................................                 $ 36,143               $ 32,331
 Cost of services ......................................................                   27,812                 24,128
                                                                                  --------------------------------------------
 Gross profit ..........................................................                    8,331                  8,203
 Selling, general and administrative ...................................                    8,108                  7,409
 Depreciation and amortization .........................................                    1,501                  1,169
                                                                                  --------------------------------------------
    Operating loss .....................................................                   (1,278)                  (375)
     Other expenses, net ...............................................                       (2)                 1,076
                                                                                  --------------------------------------------
 Loss before extraordinary item ........................................                   (1,276)                (1,451)
 Extraordinary loss on early extinguishment of debt ....................                        --                 1,956
                                                                                  ============================================
 Net loss ..............................................................                 $ (1,276)              $ (3,407)
                                                                                  ============================================


Per share data (Pro forma prior to February 8, 1996)

  Loss before extraordinary item .......................................                   $(0.11)                $(0.15)
  Extraordinary item ...................................................                        -                  (0.20)
                                                                                  --------------------------------------------
Net loss per common share ..............................................                   $(0.11)                $(0.35)
                                                                                  ============================================
Weighted average number of shares of common stock
  outstanding ..........................................................                   11,816                  9,829
                                                                                  ============================================

























                             See accompanying notes.

                                       2
<PAGE>



                           TRESCOM INTERNATIONAL, INC.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                   (UNAUDITED)


                                                           Common Stock
                                                 -------------------------------------
                                                                         Additional                                    Total
                                                                          Paid-in        Deferred     Accumulated  Shareholders'
                                                    Shares     Amount     Capital      Compensation     Deficit        Equity
                                                 ---------------------------------------------------------------------------------
                                                                        (In thousands, except share data)
 <S>                                               <C>             <C>       <C>              <C>        <C>             <C>

Balance at December 31, 1996.............          11,804,675     $ 493     $ 106,140         $(808)    $ (38,503)       $ 67,322
Non-cash compensation....................                   -         -             -            162             -            162
Exercise of stock options................              16,769         1             6              -             -              7
Net loss.................................                   -         -             -              -       (1,276)         (1,276)
                                                 ---------------------------------------------------------------------------------

Balance at March 31, 1997................          11,821,444      $494      $106,146          $(646)   $ (39,779)       $ 66,215
                                                 =================================================================================












































                             See accompanying notes.

                                       3
<PAGE>



                           TRESCOM INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                   THREE MONTHS ENDED MARCH 31,
                                                                                    1997                 1996
                                                                                   ---------------------------------
                                                                                          (IN THOUSANDS)
 <S>                                                                             <C>                  <C> 

 CASH FLOWS FROM OPERATING ACTIVITIES:
 Loss before extraordinary item......................................            $ (1,276)             $ (1,451)
 Extraordinary loss on early extinguishment of debt..................                   --               (1,956)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization...................................                 1,501                 1,169
    Non-cash interest expense ......................................                    --                   407
    Non-cash interest expense on note to shareholder ...............                    --                   297
    Non-cash compensation ..........................................                   162                   672
    Changes in operating assets and liabilities:
     Accounts receivable............................................                (1,770)               (5,933)
     Other current assets...........................................                  (355)                 (319)
     Accounts payable...............................................                (1,195)                  533
     Accrued network costs..........................................                 2,263                 3,081
     Other accrued expenses.........................................                (1,142)                 (449)
         Deferred revenue and other current liabilities.............                (1,611)                  (47)
                                                                                  ------------------------------------
Net cash used in operating activities...............................                (3,423)               (3,996)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.................................                (1,080)               (2,733)
Expenditures for line installations.................................                   (72)                    4
                                                                                  ------------------------------------
Net cash used in investing activities...............................                (1,152)               (2,729)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock..........................                    --                50,727
Costs relating to initial public offering ..........................                    --                (1,123)
Proceeds from debt..................................................                 2,500                    --
Repayment of revolving credit facility .............................                    --               (24,173)
Repayment of sellers' note .........................................                    --                (1,000)
Repayment of notes payable to shareholder...........................                    --                (8,476)
Repayment of debt...................................................                    (4)                   --
Proceeds from stock option exercise ................................                     7                    15
Principal payments on capital lease obligations.....................                  (176)                  (26)
                                                                                   ------------------------------------
Net cash provided by financing activities...........................                 2,327                15,944
                                                                                   ------------------------------------
Net change in cash .................................................                (2,248)                9,219
Cash at beginning of period ........................................                 6,020                 2,052
                                                                                   ------------------------------------

Cash at end of period ..............................................               $ 3,772              $ 11,271
                                                                                  ======================================

Interest paid.......................................................                 $163                  $766
                                                                                  ======================================








                             See accompanying notes.

                                       4
</TABLE>

<PAGE>


                           TRESCOM INTERNATIONAL, INC.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


1.       GENERAL

         ORGANIZATION AND BASIS OF PRESENTATION

         TresCom   International,   Inc.   (together   with   its   subsidiaries
collectively  referred to as the "Company") is a facilities  based long distance
telecommunications  carrier focused on international long distance traffic.  The
Company offers  telecommunications  services,  including long distance,  calling
cards, prepaid debit cards, domestic and international  toll-free calling, frame
relay and bilingual operator services.

         These  financial  statements  have been  prepared  in  accordance  with
generally  accepted  accounting  principles for interim financial  reporting and
Securities and Exchange Commission regulations. Certain information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such  regulations.  In the opinion of  management,  the  information
contained  herein  reflects  all  adjustments  necessary  to make the  financial
position,  results of operations  and cash flows for the interim  periods a fair
presentation.  All  such  adjustments  are of a  normal  recurring  nature.  The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.  These financial statements should be
read in conjunction with the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996. The results of operations for the interim  periods
shown are not necessarily indicative of results of operations to be expected for
the entire fiscal year.

2.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         References  should  be  made to the  Notes  to  Consolidated  Financial
Statements  in the  Company's  Form 10-K for the fiscal year ended  December 31,
1996, specifically Note 2, for a summary of the Company's significant accounting
policies.

         PROPERTY AND EQUIPMENT

         Property  and   equipment  is  recorded  at  cost.   Depreciation   and
amortization   is  provided  for   financial   reporting   purposes   using  the
straight-line method over the following estimated useful lives:

                  Transmission and communications equipment        3 to 20 years
                  Furniture, fixtures and other                    3 to 7 years

         During the first  quarter of 1997,  the Company  changed the  estimated
useful life of fiber optic undersea  cables from 10 years to 20 years to conform
to the  predominant  industry  standard.  The  change  in  depreciation  expense
associated with the revised estimated useful life of fiber optic undersea cables
is currently immaterial.

         RECLASSIFICATION

         Certain  prior year  amounts  have been  reclassified  to conform  with
current year presentation.

         NEW ACCOUNTING PRONOUNCEMENT

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement No. 128,  "Earnings  per Share,"  ("SFAS 128") which is required to be
adopted on December  31,  1997.  At that time,  the Company  will be required to
change the method  currently  used to compute  earnings per share and to restate
all prior periods.  Under the new requirements for calculating  primary earnings
per share,  the dilutive  effect



                                       5
<PAGE>

                          TRESCOM INTERNATIONAL, INC.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


of stock options will be excluded.  The Company has not yet determined  what the
impact of SFAS 128 will be on the  calculation  of fully  diluted  earnings  per
share.


3.        LONG-TERM OBLIGATIONS

         A summary of long-term obligations is as follows:

<TABLE>
<CAPTION>

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


       Credit facility .......................................................       $ 2,500        $      --
       Loans payable to the Small Business Administration,
         bearing interest at 4%, due in monthly principal and
         interest payments of $3 through February 2015,
         collateralized by a security agreement covering certain assets ......           412              416
       Capital leases bearing interest at rates ranging from 9% to
         11% and payable in monthly installments totaling $104 ...............         4,190            4,366
                                                                                  ------------------------------
                                                                                       7,102            4,782
       Less amounts due within one year ......................................           838              817
                                                                                  ------------------------------
                                                                                     $ 6,264        $   3,965
                                                                                  ==============================

</TABLE>

     The Company has a $5,000 line of credit with a commercial bank (the "Credit
Facility"),  secured by certain accounts receivable.  The Credit Facility, which
expires in April 1998,  contains  standard debt covenants  relating to financial
position and performance, as well as restrictions on the declaration and payment
of  dividends.  The  Company  is  currently  in  compliance  with all  covenants
contained in the Credit Facility. As of March 31, 1997, the Company had utilized
$2,000 under the Credit  Facility to provide  letters of credit and had borrowed
$2,500 for working capital.  In April 1997, $1,850 of the letters of credit were
converted to borrowings.

4.       STOCK OPTION PLAN

         The following table summarizes all option activity for the three months
ended March 31, 1997:

<TABLE>
<CAPTION>
                                                                                          Weighted
                                                                                          Average
                                                          Number of      Exercisable      Exercise
                                                           Options         Options         Price
                                                        ---------------------------------------------
            <S>                                           <C>            <C>              <C>


            Outstanding as of December 31, 1996.......         496,263          23,713        $10.37
            Granted...................................         414,000                          7.50
            Forfeited.................................          21,000                          7.50
            Exercised.................................          16,769                          0.42
                                                        ---------------------------------------------
            Outstanding as of March 31, 1997..........         872,494          72,345         $9.18
                                                        =============================================
</TABLE>

                                       6
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
         ----------------------------------------------
 
SUMMARY

         TresCom is a facilities based long distance  telecommunications carrier
focused on international long distance traffic originating in the United States.
The Company offers a broad array of  competitively  priced  services,  including
long distance,  calling cards,  prepaid debit cards,  domestic and international
toll-free  calling,  frame relay and bilingual  operator  services.  The Company
derives its  revenues by providing  international  and  domestic  long  distance
services on a wholesale basis to other telecommunications carriers and resellers
and on a retail basis to residential and commercial  customers,  ranging in size
from small  businesses to Fortune 500 companies.  Service  revenues are based on
minutes of use and charged at a rate per minute  which  varies  according to the
termination  point of the traffic and time of day.  All  revenues  are billed in
United States dollars.

THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996

         REVENUES. Revenues increased 11.8%, or $3.8 million, from $32.3 million
for the first three  months of 1996 to $36.1  million for the first three months
of 1997  primarily  as a  result  of  additional  revenue  generated  by  retail
customers.  Approximately  26% of first  quarter  1996  revenue was derived from
retail  compared  with  approximately  38% for the first  quarter  of 1997.  The
percentage of revenue derived from international  terminations was approximately
80% for both periods.

         Minutes of use increased  16.6%,  or 16.6  million,  from 100.1 million
minutes  for the first  three  months of 1996 to 116.8  million  minutes for the
first three months of 1997. The blended rate per minute  decreased to $.3097 per
minute  during the first quarter of 1997 from $.3229 during the first quarter of
1996. The lower blended rate per minute is primarily a result of a change in the
mix of  international  terminations.  Historically,  international  traffic  has
commanded a higher per minute rate than domestic traffic,  however, this gap has
been  narrowing  due  to  increased  international   competition  and  declining
international termination costs.

         COSTS OF SERVICES.  Costs of services increased 15.3%, or $3.7 million,
from $24.1  million for the first three months of 1996 to $27.8  million for the
first three months of 1997. This increase correlates, in part, to an increase in
minutes of use, the costs of which are variable in nature, partially offset by a
slight decrease in the overall cost per minute. The cost per minute reduction is
a  result  of  increased   terminations  to  lower  cost  countries  within  the
international  mix and lower  termination  costs  associated with certain direct
operating agreements.

         GROSS PROFIT.  Gross profit increased 1.6%, or $0.1 million,  from $8.2
million for the first three  months of 1996 to $8.3  million for the first three
months of 1997. As a percentage  of revenues,  however,  gross profit  decreased
from  approximately  25% for the first three months of 1996 to approximately 23%
for the first three  months of 1997.  This decline was  primarily  the result of
wholesale price pressures.

         SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSE.  Selling,  general and
administrative  expense  increased 9.4%, or $0.7 million,  from $7.4 million for
the first three  months of 1996 to $8.1  million  for the first three  months of
1997.  Excluding  a first  quarter  1996  promotional  credit  of $1.5  million,
selling,  general and administrative expense would have decreased from the first
quarter  of 1996 to the  first  quarter  of 1997 primarily due to a decrease  of
approximately $0.5 million in noncash  compensation  expense. As a percentage of
revenues,  selling,  general and administrative expense decreased from 25.4% for
the first three months of 1996 to 23.1% for the first three months of 1997.

         DEPRECIATION AND  AMORTIZATION.  Depreciation and amortization  expense
increased  28.4%, or $0.3 million,  from $1.2 million for the first three months
of 1996 to $1.5  million  for the  first  three  months of 1997.  The  increased
expense is due to depreciation of assets acquired to support continued expansion
of  the  Company's  network  and  amortization  related  to  customer  bases and
businesses acquired.


                                       7
<PAGE>


         OTHER EXPENSES,  NET. Other  expenses,  net decreased  100.2%,  or $1.1
million,  for the first three months of 1997  compared to the first three months
of 1996.  Other expense during the first quarter of 1996 was composed  primarily
of interest expense associated with borrowings under the Company's then existing
credit facility and a note payable to a former  shareholder,  each of which were
paid off with proceeds from the Company's initial public offering in February of
1996. Other expenses,  net, including interest during the first quarter of 1997,
were immaterial.


         EXTRAORDINARY  ITEM.  Extraordinary  expense  decreased 100.0%, or $2.0
million,  for the first three months of 1997  compared to the first three months
of 1996. The  extraordinary  expense in 1996 of $2.0 million was a result of the
early extinguishment of $35.8 million of indebtedness in February. Approximately
$1.5  million  was  attributable  to  debt  and  warrants  payable  to  a  major
shareholder  of the Company and $0.4  million  was related to the  write-off  of
deferred  financing  costs  associated  with  borrowings  under a bank  facility
between one of the Company's subsidiaries and a commercial bank.

         NET LOSS. Net loss decreased 62.5%, or $2.1 million,  from $3.4 million
for the first three months of 1996 to $1.3 million for the first three months of
1997 due to the above factors.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's liquidity  requirements arise from working capital needs,
primarily the cost of services,  selling,  general and administrative  expenses,
and capital costs associated with expansion of switching  capacity.  The Company
is a holding  company,  the  principal  assets of which are the capital stock of
TresCom U.S.A., Inc., Global Telephone Holdings, Inc., TresCom Network Services,
Inc.  and The St.  Thomas  and  San  Juan  Telephone  Company,  Inc.  and has no
independent means of generating  revenues.  As a holding company,  the Company's
internal sources of funds to meet its cash needs, including payment of expenses,
are  dividends  and  other  permitted  payments  from its  direct  and  indirect
subsidiaries. Historically, the Company's working capital requirements have been
funded primarily from the sale of equity  securities,  bank borrowings and loans
from shareholders.

         During the fourth quarter of 1996, the Company  established  the Credit
Facility.  The Credit Facility,  as amended on March 27, 1997, contains standard
debt  covenants  relating to  financial  position  and  performance,  as well as
restrictions  on the  declaration  and  payment  of  dividends.  The  Company is
currently in compliance with all covenants under the Credit Facility.  As of May
5, 1997,  $0.2 million  was  utilized  to  provide  letters of credit to certain
vendors  and  $4.3  million  has  been  recognized  as a liability. $0.5 million
remains available under the Credit Facility.

         The Company  currently has capital  commitments of  approximately  $2.5
million during 1997.  Pending  available  financing,  the Company has identified
$5.5 million to $7.5 million of additional annual capital expenditures  designed
to expand the Company's  operations.  The Company is currently reviewing various
alternative  financing  arrangements.  There can be no assurance,  however, that
such alternative financing arrangements will be available,  or if available,  on
terms acceptable to the Company.

         From time to time, the Company evaluates acquisitions of businesses and
customer bases which  complement  the business of the Company.  Depending on the
cash   requirements   of  potential   transactions,   the  Company  may  finance
transactions with cash flow from operations, or the Company may raise additional
funds by pursuing various  financing  vehicles such as new bank financing or one
or more public offerings, or private placements of the Company's securities. The
Company,  however,  has no present  understanding,  commitment or agreement with
respect  to any  acquisition,  and  there  can be no  assurance  that  any  such
acquisition  will occur, or that the funds to finance any such  acquisition will
be available on reasonable terms or at all.

         Based on management's projections,  the Company believes that cash from
operations,  funds available under the Credit Facility and potential alternative
financing arrangements will be sufficient to fund its needs over the next twelve
months.  There can be no assurance,  however,  that such  alternative  financing
arrangements  will be  available,  or if available,  on terms  acceptable to the
Company.  If  additional  funds are needed and  sources are not  available,  the
Company's  business  and results of  operations  could be  materially  adversely
affected. The Company has retained the services of an investment banking firm to

                                       8
<PAGE>




assist in  actively  seeking  alternative  means for  financing  or  identifying
strategic partners. However, there can be no assurance that any such transaction
will be consummated.

         Reference is made to "Management's Discussion and Analysis of Financial
Condition  and Results of  Operations"  contained in the  Company's  1996 Annual
Report on Form 10-K for a  description  of certain  factors  that may affect the
Company's future results.


                           PART II - OTHER INFORMATION
                           ---------------------------

Item 1.   LEGAL PROCEEDINGS.
          -----------------

              None.

Item 2.   CHANGES IN SECURITIES.
          ---------------------

              None

Item 3.   DEFAULT UPON SENIOR SECURITIES.
          ------------------------------

              None.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
          ----------------------------------------------------

              None.

Item 5.   OTHER INFORMATION.
          -----------------

              None.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.
          --------------------------------

          (a)   EXHIBITS
                --------

                27.    Financial Data Schedule.

           (b)  REPORTS ON FORM 8-K
                -------------------

               No  reports  on Form 8-K were  filed by the  Company  during  the
               quarter ended March 31, 1997.






                                       9
<PAGE>


                                   SIGNATURES

   Pursuant  to the  requirements  of  Section  13 or  15(d)  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,  in the City of Ft.
Lauderdale, State of Florida, on the 12th day of May, 1997.


                                      TRESCOM INTERNATIONAL, INC.
                                      --------------------------
                                             (Registrant)



                                       /s/ Wesley T. O'Brien
                                       ----------------------------------------
                                           Wesley T. O'Brien
                                           President and Chief Executive Officer

                                       /s/ William A. Paquin
                                       ----------------------------------------
                                           William A. Paquin
                                           Chief Financial Officer







  






                                     10
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

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

       27         Financial Data Schedule
































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