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

                       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, 1998

                                       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)

                DELAWARE                                 52-2099559
     (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  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

     Non-affiliates of Startec Global Communications  Corporation held 5,364,324
shares of Common Stock as of March 19, 1999.  The fair market value of the stock
held by  non-affiliates  is $46,937,835 based on the sale price of the shares on
March 19, 1999.

     As of March 19, 1999, 9,389,815 shares of Common Stock,  par value $0.01,
were outstanding.

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

<PAGE>


                                     PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS  OF THE COMPANY

DIRECTORS AND EXECUTIVE OFFICERS

     The following table sets forth certain information  regarding the Company's
directors and executive officers as of April 28, 1999.

     Directors and Executive Officers

NAME                    AGE   POSITION
---------------------   ----  -----------------------------------
Ram Mukunda .........    40   President, Chief Executive Officer, Treasurer and
                              Director

Prabhav V. Maniyar ..    39   Senior Vice President, Chief Financial Officer,
                              Secretary and Director

Nazir G. Dossani ....    57   Director

Richard K. Prins ....    42   Director

Vijay Srinivas ......    46   Director

Anthony Das..........    45   Senior Vice President


     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


<PAGE>



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.

     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.

ITEM 11.   EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

ANNUAL COMPENSATION

     The  following  table  sets forth  certain  summary  financial  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  ("Named  Officers"),  with respect to the last
three fiscal years.

                              SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                             LONG TERM
                               ANNUAL COMPENSATION          COMPENSATION
                        ---------------------------------  -------------- 
                                                              SECURITIES          ALL
      NAME AND                                                UNDERLYING         OTHER
 PRINCIPAL POSITION      YEAR       SALARY         BONUS      OPTIONS(#)      COMPENSATION(1)
 ------------------      ----       ------         -----      ----------      ---------------
<S>                      <C>        <C>              <C>       <C>                  <C>    
Ram Mukunda ..........   1998       $ 401,117                   30,000               $35,000
 President/Chief         1997       $ 345,833(2)      --           --                $30,800
 Executive Officer       1996       $ 165,872         --           --                $18,000

Prabhav V. Maniyar(3)    1998       $ 180,042                    15,00               $18,000
 Chief Financial         1997       $ 149,585         --       157,616                    --
 Officer/Secretary       1996              --         --            --                    --

Gustavo Pereira ......   1998       $ 129,583
 Vice President-         1997       $ 110,000         --         7,500                    --
 Engineering             1996       $ 110,000         --           --                     --

Anthony Das(4)........   1998       $ 124,167         --        15,000                    --
 Senior Vice             1997       $  79,167         --        30,000                    --
 President               1996              --         --            --                    --

Dhruva Kumar .........   1998       $ 104,167         --            --                    --
 Vice President          1997       $  77,209         --        34,000                    --
                         1996       $  43,008         --        19,950                    --
</TABLE>
----------
(1) This amount includes the value of an automobile allowance

(2) Includes $102,000 accrued salary for prior periods.

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

(4) Mr. Das joined the Company in February 1997.
<PAGE>

CERTAIN EMPLOYMENT AGREEMENTS

     The Company  entered into an employment  agreement with Ram Mukunda on July
1, 1997 (the  "Mukunda  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 1997 Performance  Incentive Plan (the "1997 Plan"), is eligible to receive a
bonus  of up to  40%  of his  base  salary  as  determined  by the  Compensation
Committee 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  Agreement  provides  that,  if there is a "Change of  Control"  (as
defined therein),  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.  Effective  July 1, 1998,  Mr.  Mukunda's  annual  base  salary was
increased to $325,000.

     The Company  also  entered  into an  employment  agreement  with Prabhav V.
Maniyar on July 1, 1997 (the "Maniyar 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 1997 Plan, is eligible to receive a bonus of up
to 40% of his base salary,  as determined by the  Compensation  Committee  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
Agreement  provides that if there is a "Change of Control" (as defined therein),
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.  Effective  July 1, 1998,  Mr.  Maniyar's
annual base salary was increased to $225,000.


<PAGE>
     The Mukunda Agreement and the Maniyar 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 Agreement and the Maniyar 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.

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, 1998, to each of the Named  Officers.  No stock  appreciation
rights were granted  during fiscal 1998. On April 28, 1999, the closing price of
the Company Common Stock was $10.75.


<TABLE>
<CAPTION>
                                         PERCENTAGE                                REALIZED VALUE AT
                          NUMBER OF       OF TOTAL                             ASSUMED ANNUAL RATES OF
                         SECURITIES       OPTIONS                               STOCK PRICE APPRECIATION
                         UNDERLYING     GRANTED TO     EXERCISE                    FOR OPTIONS TERM(3)
                          OPTIONS        EMPLOYEES      PRICE       EXPIRATION  -------------------------
     NAME                GRANTED(#)      IN 1997(1)   ($/SH)(2)        DATE        5%($)      10%($)
     ----                ----------      ----------   ---------        ----        -----      ------
<S>                       <C>             <C>           <C>         <C>            <C>          <C>    
Ram Mukunda ............  30,000          3.07%         14.25         6/8/08       29,778       281,726
Prabhav V. Maniyar .....  15,000          1.53%         14.25         6/8/08       14,889       140,863
Gustavo Pereira ........     --             --             --            --            --            --
Anthony Das.............  15,000          1.53%          9.00         6/8/08       93,639       219,613
Dhruva Kumar............     --             --             --            --            --            --

</TABLE>

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

(1) During  1998,  the  Company  granted  options to purchase a total of 977,900
    shares of Company Common Stock.

(2) The  exercise  price  was equal to the per share  fair  market  value of the
    Company   Common  Stock  underlying  the  options  on the date of grant.  In
    December 1998, options for non-executive officers were repriced to $9.00.


(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 Company Common Stock holdings are dependent upon
    the timing of such exercise and the future performance of the Company 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.



OPTION EXERCISES AND HOLDINGS

     The following table sets forth certain information as of December 31, 1998,
regarding the number and year end value of unexercised stock options to purchase
Company Common Stock held by each of the Named Officers.  No stock  appreciation
rights were exercised during fiscal 1998.


<TABLE>
<CAPTION>
                                      VALUE OF
                                    UNEXERCISED                  NUMBER OF
                                   "IN-THE-MONEY"            SECURITIES UNDERLYING
                                     OPTIONS AT               UNEXERCISED OPTIONS
                               FISCAL YEAR-END($)(1)          AT FISCAL YEAR-END(#)
          NAME               EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
   -------------------      -------------------------    --------------------------
<S>                              <C>                            <C>     
Ram Mukunda .............               0/0                          0/30,000
Prabhav V. Maniyar ......               0/0                     10,000/55,000
Gustavo Pereira .........         14,445/57,780                  1,500/6,000
Anthony Das..............         43,335/317,790                 4,500/33,000
Dhruva Kumar.............        46,224/184,896                  4,800/19,200
----------
</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 $9.63 per share, the fair market value of the Company
    Common Stock  issuable upon exercise of options at December 31, 1998 and the
    exercise price of the option,  multiplied by the applicable number of shares
    underlying the options.  On April 28, 1999, the closing price of the Company
    Common Stock was $10.75.


<PAGE>



ITEM 12.   SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND MANAGEMENT
           SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

     The following table sets forth  information  regarding the ownership of the
Company's voting  securities on the Record Date,  including options and warrants
by (i) each person known by the Company to be the beneficial  owner of more than
five  percent  of any class of its voting  securities,  (ii) each  director  and
executive officer, and (iii) all directors and executive officers as a group.

                                           COMMON STOCK      PERCENTAGE
                                           BENEFICIALLY    OF OUTSTANDING
      NAME AND ADDRESS(1)                    OWNED(2)       COMMON STOCK
      -------------------                    --------      ------------

  

  Ram Mukunda ........................       3,583,675       38.2%
  Blue Carol Enterprises(3) ..........         807,124        8.6%
  Vijay Srinivas(4) ..................         311,200        3.3%
  Prabhav V. Maniyar .................         118,616        1.3%
  Nazir G. Dossani(5) ................          10,000          *
  Richard K. Prins(6) ................          47,000          *
  Anthony Das(7) .....................          12,000
  All Directors and Executive Officers
    as a group (6 persons) ...........       4,889,615       52.1%
----------

*   Represents  beneficial  ownership of one percent or less of the  outstanding
    shares of Company Common Stock.

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

(2) Unless otherwise indicated, each person possesses sole voting and investment
    power with respect to the shares  identified  as  beneficially  owned in the
    table.  Beneficial  ownership is determined in accordance  with the rules of
    the  Securities  and  Exchange  Commission.  Shares of Company  Common Stock
    subject to options, warrants or other rights to purchase which are currently
    exercisable  within 60 days of the Record  Date 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.

(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.  Mr. and
    Mrs.  Srinivas  are  the  brother-in-law  and  sister  of Ram  Mukunda,  the
    Company's President and Chief Executive Officer.


(5) Includes options to purchase 1,000 shares of Company Common Stock.

(6) Includes  options to purchase  1,000  shares of Company  Common  Stock and a
    warrant to purchase  33,000 shares of Company  Common Stock.  Mr. Prins is a
    Senior Vice  President  of Ferris,  Baker  Watts,  Incorporated,  one of the
    underwriters  of the  Company's  initial  public  offering,  which  received
    warrants  to  purchase  up to  150,000  shares of  Company  Common  Stock in
    connection  with the  closing of the  initial  public  offering.  Mr.  Prins
    received  33,000 of such  warrants,   which amount is reflected in the first
    sentence of this footnote.

(7) Includes options to purchase 4,500 shares of Company Common Stock.

<PAGE>

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            CERTAIN RELATIONSHIPS AND RELATED 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 Company Common
Stock, for the purchase and sale of long distance  services.  Revenues generated
from  this  affiliate  amounted  to  approximately  $1,501,000,  1,900,000,  and
1,900,000 or 5%, 2% and 1% of the Company's  total  revenues for the years ended
December 31, 1996, 1997 and 1998, respectively. Services provided to the Company
by this affiliate amounted to approximately  $663,000,  $680,000 and $366,000 of
the Company's  costs of services for the years ended December 31, 1996, 1997 and
1998, 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
$262,000 for the year ended December 31, 1996. No services were provided in 1997
or 1998. Accounts  receivable from EAA were $64,000 as of December 31, 1996. 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>


       During the second  quarter of 1998,  the Company made loans to certain of
its  employees  including  executive  officers.  These  loans  were  all made on
substantially  the same terms,  including  interest rates.  In this regard,  the
Company advanced an aggregate of $1,488,238 to the employees, including $400,000
to the  Company's  Chief  Executive  Officer,  Ram Mukunda,  and $550,000 to the
Company's Chief Financial Officer,  Prabhav V. Maniyar.  The Company made a loan
to Mr.  Mukunda  in  connection  with the  payment  of taxes and  certain  other
obligations.  Mr.  Maniyar's loan was granted in connection with his exercise of
certain outstanding options to purchase Company Common Stock and the payments of
taxes  related  thereto.  Both loans bear interest at a rate of 7.87 % per year.
For Mr.  Mukunda,  principal  and interest on the loan are due December 31, 1999
and may not be pre-paid. For Mr. Maniyar, principal and interest on the loan are
due June 30, 1999 and may not be pre-paid.

                                   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, 1999