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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------

                                FORM 10-K/A-1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    For the fiscal year ended December 31, 2000

                                      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: 0-23253

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                              ITC/\DELTACOM, INC.
            (Exact name of registrant as specified in its charter)

               Delaware                              58-2301135
    (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)               Identification No.)

              1791 O.G. Skinner Drive, West Point, Georgia 31833
                   (Address of principal executive offices)

                                (706) 385-8000
              Registrant's telephone number, including area code

                               ----------------

          Securities registered pursuant to Section 12(b) of the Act:

                                Not Applicable

          Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $.01 per share
                               (Title of Class)

                               ----------------

   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 registrant's 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. [_]

   The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant at March 28, 2001, based upon the last reported
sale price of the registrant's common stock on the Nasdaq National Market on
that date, was $267,000,000.

   The number of shares of the registrant's common stock outstanding on March
28, 2001 was 62,190,615.

                      DOCUMENTS INCORPORATED BY REFERENCE

   Certain information in the proxy statement for the 2001 annual meeting of
stockholders of the registrant is incorporated by reference into Part III
hereof.

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                               EXPLANATORY NOTE


     Item 10 of the Annual Report on Form 10-K of ITC/\DeltaCom, Inc., as filed
with the SEC on April 2, 2001, is hereby amended and restated in its entirety by
the information set forth in Item 10 of this Form 10-K/A-1.







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                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

   For information about our executive officers, see "Business--Executive
Officers."

   The following presents information about our directors who are not executive
officers:

   James H. Black, Jr. has worked independently as an entrepreneur and
consultant since July 2000. Mr. Black was one of our Senior Vice Presidents
from July 1999 through July 2000. He was Chairman and Chief Executive Officer
of AvData Systems, Inc., a provider of wide area data networks, from 1990 until
we acquired AvData Systems, Inc. in July 1999. Mr. Black serves as a director
of several privately held corporations, including Learn.net, Inc., Air Quality
Sciences, Inc., an indoor environmental testing and product certification
business, and Norelli & Company, a strategic consulting firm.

   Donald W. Burton has served as the Managing General Partner of South
Atlantic Venture Funds since 1983 and as the General Partner of The Burton
Partnership, Limited Partnership since 1979. Since 1981, he has served as
President of South Atlantic Capital Corporation. Mr. Burton serves as a
director of ITC Holding Company, Inc., Powertel, Inc., a wireless
telecommunications services company, KNOLOGY Holdings, Inc., a broadband
telecommunications services company, the Heritage Group of Mutual Funds and
several private companies.

   Robert A. Dolson has served as President and Chief Executive Officer of
United States Sugar Corporation since July 2000. He served as Vice President of
Charles Stewart Mott Foundation from October 1999 to July 2000. Mr. Dolson
served as President and Chairman of Continental Water Company, a holding
company for regulated water utilities, from 1982 and 1989, respectively, until
1999. He served as President and Chairman of National Enterprises, Inc., the
parent company of Continental Water Company, from 1984 and 1989, respectively,
until 1999. Mr. Dolson has served as a director of ITC Holding Company, Inc.,
or its predecessors, since December 1993. He also serves as a director of
several private companies.

   O. Gene Gabbard has worked independently as an entrepreneur and consultant
since February 1993. Mr. Gabbard currently serves as a director of ITC Holding
Company, Inc., Powertel, Inc. and ClearSource, Inc., a provider of broadband
telecommunications services. From August 1990 through January 1993, Mr. Gabbard
served as Executive Vice President and Chief Financial Officer of MCI
Communications Corporation. Mr. Gabbard has served as a Managing Director of
South Atlantic Private Equity Fund IV, Limited Partnership since 1997.

   Campbell B. Lanier, III has been our Chairman since March 1997. Mr. Lanier
has served as Chairman of the Board and Chief Executive Officer of ITC Holding
Company, Inc., or its predecessors, since its inception in 1985. In addition,
Mr. Lanier is an officer and director of several subsidiaries of ITC Holding
Company, Inc. He is also a director of KNOLOGY Holdings, Inc. and serves as
Chairman of the Board of Powertel, Inc. He has served as a Managing Director of
South Atlantic Private Equity Fund IV, Limited Partnership since 1997.

   James V. Martin has served as Chief Operating Officer of Sayers Group, LLC,
a value-added technology provider and integrator, since 1993. Before joining
Sayers Group, LLC, Mr. Martin served as President of RTO Enterprises, a
household consumer product rental enterprise with more than 150 locations.
Mr. Martin previously worked in Business Development at GE Capital Corporation
and as an accountant with the accounting firm of Coopers & Lybrand.

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   William T. Parr has served as Vice Chairman of J. Smith Lanier & Co., an
insurance placement company, since 1980. He has served as a director of ITC
Holding Company, Inc., or its predecessors, since 1989. Mr. Parr also serves as
a director of J. Smith Lanier & Co. and Industrial Distribution Group, Inc., a
supplier of maintenance, repair, operating and production products.

   William H. Scott, III has served as President of ITC Holding Company, Inc.,
or its predecessors, since December 1991 and as a director of ITC Holding
Company, Inc., or its predecessors, since May 1989. He is also an officer and
director of several subsidiaries of ITC Holding Company, Inc. Mr. Scott is a
director of Powertel, Inc., KNOLOGY Holdings, Inc., Innotrac Corporation, a
provider of marketing support services, and Headhunter.net, Inc., an on-line
recruiting service.

   William B. Timmerman has served since 1978 in a variety of management
positions at SCANA Corporation, a diversified utility company, including Chief
Executive Officer and President. Mr. Timmerman is also a director of SCANA
Corporation, Powertel, Inc. and Liberty Corporation, a broadcasting company,
and has served as a director of ITC Holding Company, Inc., or its predecessor,
since 1996.

   Larry F. Williams was appointed to our Board of Directors on February 19,
2001. Mr. Williams currently acts as a consultant to telecommunications
companies. From December 1994 to September 2000, Mr. Williams served as Chief
Executive Officer of AAPT Ltd., a publicly traded telecommunications carrier in
Australia. From January 1992 to December 1994, he served as Chief Financial
Officer and Chief Operating Officer of AAPT Ltd. Mr. Williams was Executive
Vice President, Vice President and Chief Financial Officer of Telecom*USA
(SouthernNet) from October 1987 to August 1990, when that company was acquired
by MCI Communications Corporation. From August 1990 to January 1992, Mr.
Williams served as Vice President of Finance and Administration of MCI
Communications Southern division. From November 1980 to October 1987,
Mr. Williams served as Vice President, Treasurer and Chief Financial Officer of
John H. Harland Co. Mr. Williams currently serves as a director of AOL
Australia and of Learn.net, Inc., a hosted e-learning service provider.

    Other information responsive to this item is incorporated herein by
reference to ITC/\DeltaCom's definitive proxy statement for the 2001 annual
meeting of stockholders.

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                                  SIGNATURE


   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report to
be signed on its behalf by the undersigned, thereunto duly authorized, as of the
16th day of April 2001.
                                          ITC/\DeltaCom, Inc.


                                                   /s/ J. Thomas Mullis
                                          By: _________________________________
                                                    J. Thomas Mullis
                                                  Senior Vice President