SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A


              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                       OR


            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                     
                           COMMISSION FILE NO. 0-23087

                          STARTEC GLOBAL COMMUNICATIONS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                MARYLAND                                  52-1660985
     (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                IDENTIFICATION NUMBER)


  10411 MOTOR  CITY DRIVE, BETHESDA, MD                      20817
(ADDRESS  OF PRINCIPAL  EXECUTIVE OFFICES)                 (ZIP CODE)

                                 (301) 365-8959
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Securities Registered Pursuant to Section 12(b) of the Act:     None

Securities Registered Pursuant to Section 12(b) of the Act:     

                          Common Stock, $0.01 per value

     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. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrants'   knowledge,  in  definitive  proxy  or  information
statements

<PAGE>
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     Non-affiliates of Startec Global Communications  Corporation held 3,977,500
shares of Common Stock as of March 20, 1998.  The fair market value of the stock
held by non-affiliates is $101,426,250  based on the sale price of the shares on
March 20, 1998.

     As of March 20, 1998,  8,919,615  shares of Common Stock,  par value $0.01,
were outstanding.


                                     PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS  OF THE Company

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

     The following table sets forth certain information  regarding the Company's
directors, executive officers and key employees as of April 27, 1998.

     Directors and Executive Officers

<TABLE>
<CAPTION>
NAME                             AGE    POSITION
-----------------------------   -----   --------------------------------------------------
<S>                             <C>     <C>
Ram Mukunda .................    39     President, Chief Executive Officer, Treasurer and
                                        Director
Prabhav V. Maniyar ..........    38     Senior Vice President, Chief Financial Officer,
                                        Secretary and Director
Nazir G. Dossani ............    56     Director
Richard K. Prins ............    41     Director
Vijay Srinivas ..............    45     Director

     Certain Key Employees


NAME                            AGE    POSITION
--------------------------     -----   ----------------------------------------------
Anthony Das .................    44     Vice President of Corporate and International
                                        Affairs
Gustavo Pereira .............    44     Vice President of Engineering
Dhruva Kumar ................    28     Vice President of Global Carrier Services
Subhash Pai .................    31     Controller and Assistant Secretary
Tracy Behzad ................    35     Director of Human Resources
Ron Vassallo ................    32     Senior Manager, New Markets and Customer
                                        Relations
</TABLE>

     RAM MUKUNDA is the founder of Startec Global.  Prior to founding STARTEC in
1989,  Mr.  Mukunda  was an Advisor in  Strategic  Planning  with  INTELSAT,  an
international  consortium  responsible for global satellite  services.  While at
INTELSAT,  he was  responsible  for  issues  relating  to  corporate,  business,
financial  planning and strategic  development.  Prior to joining  INTELSAT,  he
worked as a fixed-income analyst with Caine,  Gressel. Mr. Mukunda earned a M.S.
in Electrical  Engineering from the University of Maryland.  Mr. Mukunda and Mr.
Srinivas are brothers-in-law.

     PRABHAV V. MANIYAR  joined  Startec  Global as Chief  Financial  Officer in
January 1997.  From June 1993 until he joined the Company,  Mr.  Maniyar was the
Chief Financial  Officer of Eldyne,  Inc.,  Unidyne  Corporation and Diversified
Control Systems, LLC, collectively know as the Witt Group of Companies. The Witt
Group of Companies was acquired by the Titan  Corporation in May 1996. From June
1985  to May  1993,  he  held  progressively  more  responsible  positions  with
NationsBank.  Mr. Maniyar earned a B.S. in Economics from Virginia  Commonwealth
University and an M.A. in Economics from Old Dominion University.

     NAZIR G. DOSSANI joined Startec Global as a director in October 1997 at the
completion of the Initial Public  Offering.  Mr. Dossani has been Vice President
for Asset/Liability  Management at Freddie Mac since January 1993. Prior to this
position,  Mr. Dossani was Vice  President -- Pricing and Portfolio  Analysis at
Fannie Mae. Mr. Dossani received a Ph.D. in Regional Science from the University
of  Pennsylvania  and an M.B.A.  from the Wharton  School of the  University  of
Pennsylvania.

     RICHARD K. PRINS joined Startec Global as a director in October 1997 at the
completion of the Initial Public  Offering.  Mr. Prins is currently  Senior Vice
President with Ferris, Baker Watts,  Incorporated.  From July 1988 through March
1996,  he served  as  Managing  Director  of  Investment  Banking  with  Crestar
Securities  Corporation.   Mr.  Prins  received  an  M.B.A.  from  Oral  Roberts
University and a B.A. from Colgate University.  He currently serves on the Board
of Directors of Path Net, Inc., a domestic  telecommunications  company, and The
Association for Corporate Growth, National Capital Chapter.

<PAGE>

     VIJAY  SRINIVAS  is the  brother-in-law  of Ram  Mukunda  and is a founding
director of the Company. He has a Ph.D. in Organic Chemistry from the University
of North  Dakota  and is a  senior  research  scientist  at ELF  Atochem,  North
America, a diversified chemical company.

     ANTHONY  DAS joined  Startec  Global as Vice  President  of  Corporate  and
International  Affairs in February 1997.  Prior to joining the Company,  Mr. Das
was a Senior Consultant at Armitage  Associates from April 1996 to January 1997.
Prior to joining Armitage Associates,  he served as a Senior Career Executive in
the Office of the Secretary, Department of Commerce from 1993 to 1995. From 1990
to  1993,  Mr.  Das  was the  Director  of  Public  Communication  at the  State
Department.

     GUSTAVO  PEREIRA joined Startec Global in August 1995 and is Vice President
for  Engineering.  From 1989 until he joined the  Company in 1995,  Mr.  Pereira
served as  Director  of  Switching  Systems  for  Marconi in  Portugal.  In this
capacity  he  supervised  more  than  100  engineers  and  was  responsible  for
Portugal's international telecommunications network.

     DHRUVA KUMAR joined  Startec  Global in April 1993 and is Vice President of
Global Carrier Services. Prior to managing the Carrier Services group, Mr. Kumar
held a series of progressively more responsible positions within the Company.

     SUBHASH PAI joined  Startec Global in January 1992 and serves as Controller
and Assistant  Secretary.  He is a CA/CPA. Prior to joining the Company, Mr. Pai
held various positions with a multinational shipping company.

     TRACY BEHZAD joined Startec Global in January 1998 and is Director of Human
Resources.  Ms.  Behzad's  background  includes  over 15 years of  progressively
responsible  positions in human resources  management,  including  experience in
labor  relations and in the development of human  resources  departments  within
organizations.

     RON  VASSALLO  joined  Startec  Global in January 1998 and serves as Senior
Manager,  New Markets and Customer Relations.  Prior to joining the Company, Mr.
Vassallo was Vice  President and a founding  partner of  MultiServices,  Inc., a
strategic  marketing  firm,  and  General  Manager  of World  Access,  Inc.,  an
international affinity marketing company.

<PAGE>

ITEM 11.   EXECUTIVE COMPENSATION
           

COMPENSATION OF EXECUTIVE OFFICERS

     The  following  table sets forth  certain  summary  information  concerning
compensation  for services in all  capacities  awarded to, earned by or paid to,
the  Company's  Chief  Executive  Officer and the other most highly  compensated
officers of the Company,  whose aggregate cash and cash equivalent  compensation
exceeded $100,000 (the "Named Officers"),  with respect to the last three fiscal
years.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                  ANNUAL COMPENSATION                      LONG TERM COMPENSATION
                                     --------------------------------------------- ---------------------------------------
                                                                       OTHER        RESTRICTED   SECURITIES       ALL
NAME AND                                                               ANNUAL          STOCK     UNDERLYING      OTHER
PRINCIPAL POSITION             YEAR      SALARY($)     BONUS($)   COMPENSATION($)    AWARDS($)   OPTIONS(#)   COMPENSATION
----------------------------- ------ ---------------- ---------- ----------------- ------------ ------------ -------------
<S>                           <C>    <C>              <C>        <C>               <C>          <C>          <C>
Ram Mukunda ................. 1997        345,833(1)     --            30,800(2)       --               --         --
 President & Chief            1996        165,875        --            18,000(2)       --               --         --
 Executive Officer            1995        150,000        --                --          --               --         --
Prabhav Maniyar(3) .......... 1997        149,585        --                --          --          157,616         --
 Chief Financial Officer &    1996             --        --                --          --               --         --
 Secretary                    1995             --        --                --          --               --         --
Gustavo Pereira(4) .......... 1997        110,000        --                --          --            7,500         --
 Vice President--Engineering  1996        110,000        --                --          --               --         --
                              1995         32,000        --                --          --               --         --
</TABLE>

----------
(1) Includes $150,000 accrued salary for prior periods.

(2) This amount includes the value of an automobile allowance.

(3) Mr. Maniyar joined the Company in January 1997.

(4) Mr. Pereira joined the Company in August 1995.

STOCK OPTION GRANTS

     The following  table sets forth  certain  information  regarding  grants of
options to  purchase  Common  Stock made by the  Company  during the fiscal year
ended  December 31, 1997 to each of the Named  Officers.  No stock  appreciation
rights were granted during fiscal 1997.


                   OPTION GRANTS IN 1997 -- INDIVIDUAL GRANTS

<TABLE>
<CAPTION>

                                                                                POTENTIAL REALIZABLE VALUE
                                                                                           AT
                                                                                 ASSUMED ANNUAL RATES OF
                            NUMBER OF    PERCENT OF                             STOCK PRICE APPRECIATION
                           SECURITIES   TOTAL OPTIONS                                      FOR
                           UNDERLYING    GRANTED TO      EXERCISE                    OPTION TERM(3)
                             OPTIONS    EMPLOYEES IN      PRICE/     EXPIRATION -------------------------
NAME                       GRANTED(#)    1997(%)(1)    SHARE($)(2)      DATE         5%           10%
------------------------- ------------ -------------- ------------- ----------- ------------ ------------
<S>                       <C>          <C>            <C>           <C>         <C>          <C>
Ram Mukunda .............         --     --             --                  --          --           --
Prabhav Maniyar .........    107,616   16.10           1.85          1/19/2007   2,694,103    3,137,551
                              50,000    7.48          10.00          8/17/2007     811,050      944,550
Gustavo Pereira .........      7,500    1.12          10.00          8/17/2007     121,658      141,683
</TABLE>

----------
(1) During  1997,  the  Company  granted  options to purchase a total of 668,366
    shares of Common Stock.

(2) The  exercise  price was  equal to the fair  market  value of the  shares of
    Common Stock underlying the options on the date of grant.

(3) Amounts  reflected in these columns  represent  amounts that may be realized
    upon exercise of options  immediately  prior to the expiration of their term
    assuming the specified  compounded rates of appreciation (5% and 10%) on the
    Common  Stock over the term of the  options.  Actual  gains,  if any, on the
    stock option  exercises  and Common Stock  holdings are  dependent  upon the
    timing of such  exercise  and the future  performance  of the Common  Stock.
    There can be no  assurance  that the rates of  appreciation  assumed in this
    table can be achieved or that the amounts  reflected will be received by the
    holder of the option.

<PAGE>

OPTION EXERCISES AND HOLDINGS

     The following table sets forth certain  information as of December 31, 1997
regarding  the number  and year end value of  unexercised  options  to  purchase
Common Stock held by each of the Named Officers.  No stock  appreciation  rights
were exercised during fiscal 1997.

                       FISCAL 1997 YEAR-END OPTION VALUES

<TABLE>
<CAPTION>

                                NUMBER OF SECURITIES            VALUE OF UNEXERCISED"
                               UNDERLYING UNEXERCISED               "IN-THE-MONEY"
                                 OPTIONS AT FISCAL                    OPTIONS AT
                                    YEAR END(#)                    FISCAL YEAR-END
NAME                         EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE ($)(1)
-------------------------   ---------------------------   ---------------------------------
<S>                         <C>                           <C>
Ram Mukunda .............               --                               --
Prabhav Maniyar .........         107,616/50,000                  2,208,818/618,750
Gustavo Pereira .........            0/7,500                          0/92,813
</TABLE>

----------
(1) Options are "in-the-money" if the fair market value of underlying securities
    exceeds the exercise price of the options.  The amounts set forth  represent
    the  difference  between  $22.375 per share,  the fair  market  value of the
    Common Stock  issuable upon exercise of options at December 31, 1997 and the
    exercise price of the option,  multiplied by the applicable number of shares
    underlying the options.


EMPLOYMENT AGREEMENTS

     The Company  entered into an employment  agreement with Ram Mukunda on July
1, 1997 (the  "Mukunda  Employment  Agreement"),  pursuant to which Mr.  Mukunda
holds the positions of President,  Chief Executive  Officer and Treasurer of the
Company,  is paid an annual  base salary of  $250,000  per year,  is entitled to
participate in the Company's  1997  Performance  Incentive  Plan, is eligible to
receive  a  bonus  of up to  40%  of  his  base  salary,  as  determined  by the
Compensation  Committee  of Board of  Directors  of the  Company  based upon the
financial and operating  performance of the Company,  and is entitled to receive
an automobile allowance of $1,500 per month. In addition, the Mukunda Employment
Agreement  provides that if there is a "Change of Control" (as defined  herein),
Mr. Mukunda will receive, for the longer of 12 months or the balance of the term
under his employment  agreement  (which initially could be for a period of up to
three years), the following  benefits:  (1) a severance payment equal to $20,830
per month;  (2) a pro rata portion of the bonus  applicable to the calendar year
in which such  termination  occurs;  (3) all  accrued but unpaid base salary and
other benefits as of the date of termination;  and (4) such other benefits as he
was eligible to participate in at and as of the date of termination.

<PAGE>

     The Company also entered into an employment  agreement with Prabhav Maniyar
on July 1, 1997 (the  "Maniyar  Employment  Agreement"),  pursuant  to which Mr.
Maniyar holds the positions of Senior Vice President,  Chief  Financial  Officer
and  Secretary  of the  Company,  is paid an annual base salary of $175,000  per
year, is entitled to  participate in the Company's  1997  Performance  Incentive
Plan,  is  eligible  to  receive  a bonus  of up to 40% of his base  salary,  as
determined  by the  Compensation  Committee of Board of Directors of the Company
based upon the  financial  and  operating  performance  of the  Company,  and is
entitled to receive an automobile allowance of $750 per month. In addition,  the
Maniyar Employment Agreement provides that if there is a "Change of Control" (as
defined  herein),  Mr. Maniyar will receive,  for the longer of 12 months or the
balance of the term under his employment agreement (which initially could be for
a period of up to three years), the following benefits:  (1) a severance payment
equal to $14,580 per month;  (2) a pro rata portion of the bonus  applicable  to
the calendar year in which such termination  occurs;  (3) all accrued but unpaid
base salary and other  benefits;  and (4) such other benefits as he was eligible
to participate in at and as of the date of termination.

     The Mukunda Employment  Agreement and the Maniyar Employment Agreement each
has an initial  term of three years and is  renewable  for  successive  one year
terms. In addition,  the agreements also contain  provisions  which restrict the
ability of Messrs.  Mukunda and Maniyar to compete with the Company for a period
of one year following termination.

     For purposes of the Mukunda Employment Agreement and the Maniyar Employment
Agreement,  a "Change of  Control"  shall be deemed to have  occurred if (A) any
person becomes a beneficial owner, directly or indirectly,  of securities of the
Company  representing 30% or more of the combined voting power of all classes of
the Company's then outstanding  voting  securities;  or (B) during any period of
two consecutive  calendar years  individuals who at the beginning of such period
constitute the Board of Directors, cease for any reason to constitute at least a
majority  thereof,  unless the  election or  nomination  for the election by the
Company's  stockholders  of each new director was approved by a vote of at least
two-thirds  of the directors  then still in office who either were  directors at
the  beginning  of the  two-year  period or whose  election  or  nomination  for
election was  previously  so approved;  or (C) the  stockholders  of the Company
approve a merger or  consolidation  of the  Company  with any other  company  or
entity,  other than a merger or  consolidation  that would  result in the voting
securities of the Company  outstanding  immediately prior thereto  continuing to
represent more than 50% of the combined voting power of the voting securities of
the Company or such surviving entity  outstanding  immediately after such merger
or  consolidation  (exclusive of the situation where the merger or consolidation
is effected in order to implement a recapitalization  of the Company in which no
person acquires more than 30% of the combined voting power of the Company's then
outstanding  securities);  or (D) the stockholders of the Company approve a plan
of  complete  liquidation  of the  Company  or an  agreement  for  the  sale  or
disposition by the Company of all or substantially all of the Company's assets.

     The Board of Directors is currently in the process of considering increases
in the compensation of Messrs. Mukunda and Maniyar, which increases, if granted,
would be effective as of July 1, 1998 and would be consistent with  compensation
levels of other comparable companies in the telecommunications industry.

<PAGE>

ITEM 12.   SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND MANAGEMENT

           
                             PRINCIPAL STOCKHOLDERS

     The following table sets forth information, as of April 24, 1998, regarding
beneficial  ownership of the Company's Common Stock, by (i) each person or group
known by the  Company  to  beneficially  own more than 5% or more of the  Common
Stock;  (ii) each director of the Company;  (iii) each executive  officer of the
Company that is a Named Officer;  and (iv) all directors and executive  officers
of the Company as a group. All information with respect to beneficial  ownership
has been furnished to the Company by the respective stockholders.

<TABLE>
<CAPTION>
                                                                         NUMBER OF SHARES
                                                                           BENEFICIALLY      PERCENT OF
BENEFICIAL OWNER(1)                                                          OWNED(2)          CLASS
---------------------------------------------------------------------   -----------------   -----------
<S>                                                                     <C>                 <C>
Ram Mukunda .........................................................       3,579,675       40.0%
Blue Carol Enterprises Ltd(3) .......................................         807,124        9.0%
Vijay Srinivas(4) ...................................................         311,200        3.5%
Prabhav V. Maniyar ..................................................         108,616        1.2%
Nazir G. Dossani(5) .................................................           9,000          *
Richard K. Prins(6) .................................................           5,000          *
All directors and executive officers as a group (5 persons) .........       4,013,491       44.9%
</TABLE>

----------
*    Represents  beneficial  ownership of less than 1% of the outstanding shares
     of Common Stock.

(1)  Unless  otherwise  noted,  the address of all persons listed is c/o Startec
     Global  Communications  Corporation,  10411 Motor City Drive,  Bethesda, MD
     20817.

(2)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Commission.  Shares of Common Stock  subject to options,  warrants or other
     rights to  purchase  which are  currently  exercisable  or are  exercisable
     within 60 days of April 24, 1998 are deemed  outstanding  for computing the
     percentage  ownership  of the persons  holding  such  options,  warrants or
     rights,  but  are not  deemed  outstanding  for  computing  the  percentage
     ownership of any other  person.  Unless  otherwise  indicated,  each person
     possesses  sole  voting and  investment  power  with  respect to the shares
     identified as beneficially owned.

(3)  The  address of Blue Carol  Enterprises  Ltd. is 930 Ocean  Center  Harbour
     City,  Kowloon,  Hong Kong. Blue Carol  Enterprises Ltd. is an affiliate of
     Portugal Telecom International.

(4)  Such shares are held by Mr. Srinivas and his wife as joint tenants.

(5)  Consists of options to purchase 5,000 shares of Common Stock.

(6)  Consists  of options to purchase  5,000  shares of Common  Stock.  Excludes
     warrants to purchase 33,000 shares of Common Stock. In addition,  Mr. Prins
     is a Senior Vice President of Ferris, Baker Watts, Incorporated, one of the
     underwriters  of the Initial Public  Offering,  which received  warrants to
     purchase up to 150,000  shares of the Common Stock in  connection  with the
     closing of Initial Public Offering,  of which Mr. Prins received the 33,000
     warrants referred to above. Such warrants are not currently exercisable.

<PAGE>
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           
                              CERTAIN TRANSACTIONS

     The   Company   has   an   agreement   with   Companhia    Santomensed   De
Telecommunicacoes  ("CST"),  an affiliate of Blue Carol  Enterprises Ltd. ("Blue
Carol"), which currently holds 9% of the outstanding shares of Common Stock, for
the purchase and sale of long distance  services.  Revenues  generated from this
affiliate amounted to approximately  $1,035,000,  $1,501,000 and $1,900,000,  or
10%, 5% and 2% of the Company's  total revenues for the years ended December 31,
1995,  1996 and 1997,  respectively.  Services  provided  to the Company by this
affiliate  amounted to  approximately  $134,000,  $663,000  and  $680,000 of the
Company's  costs of services for the years ended  December  31,  1995,  1996 and
1997, respectively.  The Company also has a lease agreement with an affiliate of
Blue Carol, Companhia Portuguesa Radio Marconi, S.A. ("Marconi"),  for rights to
use  undersea  fiber optic cable  under  which the Company is  obligated  to pay
Marconi $38,330 semi-annually for five years on a resale basis.

     The Company  provided  long  distance  services to EAA,  Inc.  ("EAA"),  an
affiliate  owned by Ram Mukunda,  the Company's  President  and Chief  Executive
Officer.  Payments  received by the Company from EAA  amounted to  approximately
$396,000  and  $262,000  for  the  years  ended  December  31,  1995  and  1996,
respectively.  No services were provided in 1997.  Accounts  receivable from EAA
were  $167,000 and $64,000 as of December 31, 1995 and 1996,  respectively.  The
Company believes that the services  provided were on standard  commercial terms,
which are no less favorable than those available on an arms-length basis with an
unaffiliated third party.

     The Company was indebted to Vijay and Usha Srinivas and Mrs.  B.V.  Mukunda
under   certain   notes   payable  in  the  amounts  of  $46,000  and  $100,000,
respectively,  which amounts were repaid in July 1997. Mr. and Mrs. Srinivas are
the  brother-in-law  and sister,  and Mrs.  B.V.  Mukunda is the mother,  of Ram
Mukunda, the Company's President and Chief Executive Officer. The interest rates
on these notes ranged from 15% to 25%.

     In July 1997, the Company  offered to exchange  shares of its voting Common
Stock for all of the  issued and  outstanding  shares of its  non-voting  common
stock, or  alternatively,  to repurchase such shares of non-voting  common stock
for cash.  In  connection  therewith,  Mr.  Mukunda  exchanged  17,175 shares of
non-voting stock for an equal number of shares of voting Common Stock.

<PAGE>



                                   SIGNATURES


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


                                      STARTEC GLOBAL COMMUNICATIONS CORPORATION

                                      Registrant

                                      By: /s/ PRABHAV V. MANIYAR
                                          --------------------------------------
                                          Prabhav V. Maniyar
                                          Senior  Vice President and Chief
                                            Financial Officer


April 30, 1998