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

                                  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 September 30, 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,               
   FT. LAUDERDALE, FLORIDA                                 33301
(Address of Principal Executive Offices)                (Zip Code)


                                 (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 issuers classes of
Common Stock, as of the latest practicable date.

         CLASS                                                   OUTSTANDING
Common Stock, par value                                    11,986,505 shares on
   $0.0419 per share                                          November 10, 1997

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



<PAGE>


                           TRESCOM INTERNATIONAL, INC.

                                      INDEX

PART I. FINANCIAL INFORMATION
                                                                        PAGE NO.
ITEM 1.   Financial Statements:

          Consolidated Balance Sheets as of September 30, 1997
          (Unaudited) and December 31, 1996 ............................... 3

           Unaudited Consolidated Statements of Operations for the
           three and nine months ended September 30, 1997 and 1996 ........ 4

           Unaudited Consolidated Statement of Shareholders'
           Equity at September 30, 1997 ................................... 5

           Unaudited Consolidated Statements of Cash Flows for the
           nine months ended September 30, 1997 and 1996 .................  6

           Notes to Unaudited Consolidated Financial Statements ..........  7

ITEM 2.    Management's  Discussion  and Analysis of Financial
           Condition and Results of Operations ............................ 9

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk ..... 11
 
PART II. OTHER INFORMATION

ITEM 1.   Legal Proceedings ............................................... 12

ITEM 2.   Changes in Securities and Use of Proceeds ....................... 12

ITEM 3.   Default Upon Senior Securities .................................. 12

ITEM 4.   Submission of Matters to a Vote of Security-Holders ............. 12

ITEM 5.   Other Information ............................................... 12

ITEM 6.   Exhibits and Reports on Form 8-K ................................ 12

SIGNATURES


                                        2
<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


                           TRESCOM INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                                                        SEPTEMBER 30,              DECEMBER 31,
                                                                                            1997                       1996
                                                                                       ---------------------------------------------
                                                                                          (Unaudited)
                                                                                      (In thousands, except share and
                                                                                               per share data)
<S>                                                                                    <C>                          <C> 

 Current assets:
  Cash.............................................................................      $  1,573                     $  6,020
  Accounts and notes receivable, net of allowance for doubtful accounts of
     $8,493 and $7,588, respectively...............................................        33,349                       29,063
  Other current assets.............................................................         3,370                        3,441
                                                                                       ---------------------------------------------
     Total current assets..........................................................        38,292                       38,524
Property and equipment, at cost:
  Transmission and communications equipment........................................        27,864                       24,691
  Furniture, fixtures and other....................................................         7,348                        5,600
                                                                                       ---------------------------------------------
                                                                                           35,212                       30,291
  Less accumulated depreciation and amortization...................................        (8,624)                      (5,755)
                                                                                       ---------------------------------------------
                                                                                           26,588                       24,536
Other assets:
  Customer bases, net of accumulated amortization of $2,117 and
    $1,358, respectively...........................................................         3,542                        3,806
  Excess of cost over net assets of businesses acquired, net of
    accumulated amortization of $3,191 and $2,368, respectively....................        37,711                       34,260
  Other............................................................................         1,494                          484
                                                                                       ---------------------------------------------
 Total assets......................................................................     $ 107,627                    $ 101,610
                                                                                       =============================================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable.................................................................     $     594                    $   2,758
  Accrued network costs............................................................        20,460                       19,546
  Other accrued expenses...........................................................         7,024                        5,395
  Long-term obligations due within one year........................................         1,070                          817
  Deferred revenue and other current liabilities...................................         1,677                        1,807
                                                                                        --------------------------------------------
     Total current liabilities.....................................................        30,825                       30,323
 Long-term obligations (Note 3)....................................................        13,051                        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; 11,986,505
    shares issued and outstanding; 11,804,675 shares issued
       and outstanding ............................................................           501                          493
  Deferred compensation............................................................          (638)                        (808)
  Additional paid-in capital.......................................................       107,419                      106,140
  Accumulated deficit..............................................................       (43,531)                     (38,503)
                                                                                        --------------------------------------------
Total shareholders' equity.........................................................        63,751                       67,322
                                                                                        --------------------------------------------
Total liabilities and shareholders' equity.........................................      $107,627                     $101,610
                                                                                        ============================================


                             See accompanying notes.


                                        3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                 THREE MONTHS ENDED SEPTEMBER 30,         NINE MONTHS ENDED SEPTEMBER 30,
                                                        1997             1996                  1997               1996
                                                 -----------------------------------------------------------------------------------
                                                                     (In thousands, except per share data)  
<S>                                                     <C>              <C>                   <C>                <C>

 
 


Revenues.......................................     $ 40,163           $ 36,007               $ 116,395          $ 101,859   
Cost of services...............................       31,592             27,188                  90,463             77,446
                                                 -----------------------------------------------------------------------------------
Gross profit...................................        8,571              8,819                  25,932             24,413

Selling, general and administrative............        8,794              7,975                  25,926             22,289

Depreciation and amortization..................        1,751              1,236                   4,824              3,493
                                                 -----------------------------------------------------------------------------------
    Operating loss.............................       (1,974)              (392)                 (4,818)            (1,369)
    Interest expense, net......................          103               (103)                    211                808
                                                 -----------------------------------------------------------------------------------
Loss before extraordinary item.................       (2,077)              (289)                 (5,029)            (2,177)
Extraordinary loss on early extinguishment of 
debt...........................................           --                 --                      --              1,956
                                                  ----------------------------------------------------------------------------------
Net loss.......................................     $  (2,077)           $ (289)                $ (5,029)         $ (4,133)
                                                  ==================================================================================


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

  Loss before extraordinary item...............     $  (0.18)            $  (0.02)               $  (0.43)         $  (0.20)
  Extraordinary item...........................           --                   --                      --             (0.18)
                                                  ----------------------------------------------------------------------------------
Net loss per common share......................     $  (0.18)            $  (0.02)               $  (0.43)         $  (0.38)
                                                  ==================================================================================
Weighted average number of shares of common
stock outstanding .............................       11,897               12,200                  11,845            11,533
                                                  ==================================================================================











                             See accompanying notes.

</TABLE>

                                        4
<PAGE>

<TABLE>
<CAPTION>

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


                                                           Common Stock
                                                  ------------------------------------
                                                                         Additional                                    Total
                                                                          Paid-in        Deferred     Accumulated  Stockholders'
                                                    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
Exercise of stock options..................            16,769       1             6         ---                ---           7
Non-cash compensation expense..............               ---     ---           ---         162                ---         162
Net loss...................................               ---     ---           ---         ---             (1,276)     (1,276)
                                                  ----------------------------------------------------------------------------------
Balance at March 31, 1997..................        11,821,444     494       106,146        (646)           (39,779)     66,215
Non-cash compensation expense..............               ---     ---           ---           3                ---           3
Net loss...................................               ---     ---           ---         ---             (1,675)     (1,675)
                                                  ----------------------------------------------------------------------------------
Balance at June 30,1997....................         11,821,444    494       106,146        (643)           (41,454)     64,543
Common Stock issued in connection with     
   acquisitions.............................           165,061      7         1,273         ---                ---       1,280
Non-cash compensation expense...............               ---    ---           ---           5                ---           5
Net loss....................................               ---    ---           ---         ---              (2,077)    (2,077)
                                                 -----------------------------------------------------------------------------------
Balance at September 30, 1997...............         11,986,505  $ 501    $ 107,419      $ (638)          $ (43,531)  $ 63,751
                                                 ===================================================================================































                             See accompanying notes.

</TABLE>

                                        5
<PAGE>


<TABLE>
<CAPTION>

                           TRESCOM INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
 
                                                                                NINE MONTHS ENDED SEPTEMBER 30,
                                                                                    1997                1996
                                                                                -------------------------------
                                                                                            (IN THOUSANDS)

<S>                                                                                 <C>                   <C> 

 CASH FLOWS FROM OPERATING ACTIVITIES:
 Loss before extraordinary item......................................           $ (5,029)           $  (2,177)
Extraordinary loss on early extinguishment of debt..................                 ---               (1,956)
Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization...................................              4,824                3,493
     Non-cash interest expense ......................................               ---                   599
     Non-cash compensation ..........................................                170                1,195
     Changes in operating assets and liabilities, net
       of effects of acquisitions:
         Accounts and notes receivable...............................             (3,724)             (11,002)
         Other current assets........................................                 80               (2,608)
         Accounts payable............................................             (2,321)                  96
         Accrued network costs.......................................                262                6,457
         Other accrued expenses......................................             (1,638)                  63
         Deferred revenue and other current liabilities..............               (846)                (112)
                                                                                ---------------------------------
Net cash used in operating activities...............................              (8,222)              (5,952)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.................................              (4,517)              (8,866)
Expenditures for line installations.................................              (1,091)                 (60)
Cash acquired in purchases of businesses............................                 275                  ---
                                                                                ---------------------------------
Net cash used in investing activities...............................              (5,333)              (8,926)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock..........................                 ---               50,727                    
Costs relating to initial public offering ..........................                 ---               (1,954)
Proceeds from debt..................................................               4,350                  ---
Proceeds from capital lease arrangements............................               1,136                3,701
Proceeds from revolving  credit agreement...........................               8,840                  ---
Costs relating to revolving credit facility.........................                (238)                 ---
Repayment of revolving credit facility .............................                ---               (23,742)
Repayment of sellers' note .........................................                ---                (1,000)
Repayment of notes payable to shareholder...........................                ---                (8,476)
Repayment of debt...................................................              (4,362)               (302)
Proceeds from stock option exercise ................................                   7                  59
Principal payments on capital lease obligations.....................                (625)               (118)
                                                                                ----------------------------------
Net cash provided by financing activities...........................               9,108              18,895
                                                                                ----------------------------------
 Net change in cash..................................................             (4,447)              4,017
 Cash at beginning of period.........................................              6,020               2,052
                                                                                ----------------------------------

 Cash at end of period...............................................           $  1,573            $  6,069
                                                                                ==================================

 Interest paid.......................................................           $    439             $   424
                                                                                ==================================



                             See accompanying notes.

</TABLE>

                                       6
<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 underseas 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 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 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.


                                       7
<PAGE>

<TABLE>
<CAPTION>

3.        LONG-TERM OBLIGATIONS

          A summary of long-term obligations is as follows:                        SEPTEMBER 30,         DECEMBER 31,
                                                                                       1997                 1996
<S>                                                                                 <C>                   <C>
                                                                                ---------------------------------------
Revolving Credit Agreement.....................................................       $ 8,840              $     ---
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 assets.....................           405                    416

Capital leases bearing interest at rates ranging from 9% to
     11% and payable in monthly installments totaling $129.....................         4,876                  4,366
                                                                                ---------------------------------------
                                                                                       14,121                  4,782
Less amounts due within one year...............................................         1,070                    817
                                                                                ---------------------------------------
                                                                                    $  13,051              $   3,965
                                                                                =======================================
</TABLE>

     The Company had a $5,000 line of credit with a commercial bank (the "Credit
Facility"),   secured  by  certain  accounts  receivable.  The  Credit  Facility
contained   standard  debt   covenants   relating  to  financial   position  and
performance,  as  well  as  restrictions  on  the  declaration  and  payment  of
dividends.  In July 1997, the Company entered into a new $25.0 million revolving
credit  and  security  agreement  (the  "Revolving  Credit  Agreement")  with  a
commercial bank secured by the Company's accounts receivable.  On July 31, 1997,
borrowings under the Revolving Credit Agreement were utilized to repay, in full,
all outstanding  borrowings under the Credit Facility. As of September 30, 1997,
availability  under the Revolving Credit  Agreement was $15.5 million,  of which
$9.5 million  (including  $0.6 million of letters of credit) has been  utilized.
See "Management's  Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

4    STOCK OPTION PLAN

     The  following  table  summarizes  all option  activity for the nine months
ended September 30, 1997:

<TABLE>
<CAPTION>
                                                                                         Weighted
                                                          Number of                       Average
                                                           Options       Exercisable      Exercise
                                                           Granted         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
     Granted...................................               ---             ---            ---
     Forfeited.................................            14,290             ---          11.39
     Exercised.................................               ---             ---            ---
                                                        ---------------------------------------------
     Outstanding as of June 30, 1997...........           858,204          81,907          10.40
     Granted...................................            28,000             ---          11.04
     Forfeited.................................            11,000             ---           9.95
     Exercised.................................               ---             ---            ---
                                                        ---------------------------------------------
     Outstanding as of September 30, 1997......           875,204          88,007         $10.43
                                                        =============================================
</TABLE>




                                       8
<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. 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.

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED  TO  THE  THREE  AND
NINE  MONTHS  ENDED SEPTEMBER  30, 1996

         REVENUES. Revenues increased 11.5%, or $4.2 million, from $36.0 million
in the third quarter of 1996 to $40.2 million in the third quarter of 1997,  and
14.3%, or $14.5 million, from $101.9 million for the nine months ended September
30, 1996 to $116.4  million for the nine months ended  September 30, 1997.  This
increase is primarily due to an increased  percentage of international  traffic,
which is billed at a higher rate per minute than domestic traffic. Approximately
77% of the  revenue  generated  in each  of the  three  and  nine  months  ended
September 30, 1996 was international  revenue compared with approximately 80% of
the revenue generated for the three and nine months ended September 30, 1997.

         Minutes of use increased 16.9%, or 20.2 million,  from 119.2 million in
the third  quarter of 1996 to 139.4  million in the third  quarter of 1997,  and
18.4%,  or 61.3 million,  from 332.9 million for the nine months ended September
30, 1996 to 394.2 million for the nine months ended  September  30,  1997.   The
blended rate per minute remained constant at approximately $0.30.

         COSTS OF SERVICES.  Costs of services increased 16.2%, or $4.4 million,
from $27.2  million in the third  quarter of 1996 to $31.6  million in the third
quarter of 1997, and 16.8%,  or $13.0  million,  from $77.5 million for the nine
months  ended  September  30, 1996 to $90.5  million  for the nine months  ended
September  30, 1997.  The increased  costs are a factor of increased  minutes of
use,  the costs of which are  variable in nature,  partially  offset by a slight
decrease  in the  overall  cost per  minute.  The  fractional  cost  per  minute
reduction is a result of increased  terminations to lower cost countries  within
the  international  mix and the continued  benefit  derived from certain  direct
operating agreements providing lower termination costs.

         GROSS PROFIT.  Gross profit decreased 2.8%, or $0.2 million,  from $8.8
million  in the third  quarter of 1996 to $8.6  million in the third  quarter of
1997,  and  increased  6.2%,  or $1.5  million,  from $24.4 million for the nine
months  ended  September  30, 1996 to $25.9  million  for the nine months  ended
September 30, 1997. As a percentage of revenues, gross profit decreased slightly
from approximately 24% of revenues for the three and nine months ended September
30, 1996 to approximately  22% for the three and nine months ended September 30,
1997.

         SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSE.  Selling,  general and
administrative  expense  increased 10.3%, or $0.8 million,  from $8.0 million in
the third  quarter  of 1996 to $8.8  million in the third  quarter of 1997,  and
16.3%,  or $3.6 million,  from $22.3 million for the nine months ended September
30, 1996  to  $25.9 million for the nine months ended  September 30, 1997.  This
increase  was  primarily  due to variable  costs  associated  with growth in the
retail business, such as advertising, commissions and billing costs.




                                       9

<PAGE>

         DEPRECIATION AND  AMORTIZATION.  Depreciation and amortization  expense
increased 41.7%, or $0.5 million, from $1.2 million in the third quarter of 1996
to $1.7 million in the third quarter of 1997, and 38.1%,  or $1.3 million,  from
$3.5  million for the nine months ended  September  30, 1996 to $4.8 million for
the nine months ended September 30, 1997.  This increased  expense is due to the
depreciation of assets acquired to support continued  expansion of the Company's
network and amortization related to acquired businesses and customer bases.

         INTEREST EXPENSE,  NET. Interest expense,  net, increased 200%, or $0.2
million, from $(0.1) million in the third quarter of 1996 to $0.1 million in the
third quarter of 1997, and decreased  73.9%, or $0.6 million,  from $0.8 million
for the nine months ended September 30, 1996 to $0.2 million for the nine months
ended  September 30, 1997.  The income in the third quarter of 1996 was a result
of interest earned on investments  made with the net proceeds  received from the
Company's  initial public  offering in February 1996.  Interest  expense for the
nine months ended September 30, 1996 was associated  with  borrowings  under the
Company's  Credit Facility and a note payable to a former  shareholder,  each of
which was paid off with  proceeds from the Company's  initial  public  offering.
Interest  expense for the third quarter of 1997 is  associated  with interest on
the  Company's   capital  leases  and  borrowings  under  the  Revolving  Credit
Agreement.

         EXTRAORDINARY  ITEM.  Extraordinary  expense  decreased  100%,  or $2.0
million for  the first nine months of 1996  compared to the first nine months of
1997. The extraordinary expense in 1996 was a result of the early extinguishment
of  debt  of  $35.8  million  in  February.   Approximately   $1.5  million  was
attributable to debt and warrants payable to a major  shareholder of the Company
and  approximately  $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 increased 618.7%, or $1.8 million, from $0.3 million
in the third quarter of 1996 to $2.1 million in the third  quarter of 1997,  and
21.7%,  or $0.9 million,  from $4.1 million for the nine months ended  September
30, 1996 to $5.0 million for the nine months ended September 30, 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 its
direct  subsidiaries 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, contained standard
debt  covenants  relating to  financial  position  and  performance,  as well as
restrictions on the declaration and payment of dividends. Through July 31, 1997,
the Company was either in  compliance  with or received  waivers with respect to
all covenants  contained in the Credit  Facility.  On July 31, 1997, the Company
entered into the Revolving Credit Agreement.  On such date, all borrowings under
the Credit  Facility  were repaid in full with  borrowings  under the  Revolving
Credit Agreement and the Credit Facility was terminated. As of November 4, 1997,
availability  under the Revolving Credit  Agreement was $17.1 million,  of which
$12.0 million  (including  $0.6 million of letters of credit) had been utilized.
The Company is  currently  in  compliance  with all  covenants  contained in the
Revolving Credit Agreement.

         The Company  currently has capital  commitments of  approximately  $1.1
million.  Pending available financing,  the Company has identified approximately
$9.0 million of additional 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.



                                       10

<PAGE>

         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,  with  funds  from the  Revolving
Credit Agreement,  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  and the available  funds under the Revolving  Credit  Agreement will
provide sufficient funds for its operating needs for the foreseeable future. The
Company is seeking additional financing arrangements to fund the $9.0 million of
additional  capital  expenditures  discussed  above.  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 assist in actively seeking  alternative  means of
financing or identifying strategic partners.

         Reference  is made to the  "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.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         This requirement is not currently applicable to the Company.
































                                       11
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS.

          None.

Item 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          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 September 30, 1997.


















                                       12

<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 13th day of November, 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
































                                       13
<PAGE>


                                  EXHIBIT INDEX

   EXHIBIT NO.                                              DESCRIPTION

       27                                             Financial Data Schedule













































                                       14