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                                                                     Exhibit 4.9

     NUMBER                                                        WARRANTS
-----------------                                             ------------------

 W                           WARRANT CERTIFICATE
                             ITC/\DELTACOM, INC.
-----------------                                             ------------------
 This Warrants Certificate certifies that
                                                               CUSIP 45031T 13 8



or its registered assigns, is the registered holder of Warrants expiring October
6, 2010 (the "Warrants") to purchase Common Stock, par value $.01 per share (the
"Common Stock"), of ITC/\Deltacom, Inc., a corporation organized under the laws
of the State of Delaware (the "Company"). Each Warrant entitles the registered
holder upon exercise at any time from the date of issuance of such Warrant (the
"Exercise Date") until immediately prior to 5:00 p.m., New York City time, on
October 6, 2010, to receive from the Company one fully paid and non-assessable
share of Common Stock (collectively, the "Warrant Shares") at the initial
exercise price (the "Exercise Price") of $8.50 per share of Common Stock payable
upon surrender of this Warrant Certificate and payment, subject to the third
paragraph on the reverse side of this Warrant Certificate, of the Exercise Price
at the office or agency of the Warrant Agent, but only subject to the conditions
set forth herein and in the Warrant Agreement referred to on the reverse hereof.
The Exercise Price and number of Warrant Shares issuable upon exercise of the
Warrants are subject to adjustment upon the occurrence of certain events set
forth in the Warrant Agreement.
  No Warrant may be exercised on or after 5:00 p.m., New York City time, on
October 6, 2010, and to the extent not exercised by such time such Warrant shall
become void.
  Reference is hereby made to the further provisions of this Warrant Certificate
set forth on the reverse hereof, and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
  This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent, as such term is used in the Warrant Agreement.
  This Warrant Certificate shall be governed by and construed in accordance with
the internal laws of the State of New York.
  IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
signed below.


                                                         ITC/\DELTACOM, INC.

DATED:

        /s/ J. Thomas Mullis                            /s/ Larry F Williams
                                    [SEAL]
            J. Thomas Mullis                                Larry F Williams

                     SECRETARY                          CHIEF EXECUTIVE OFFICER

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     The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring at 5:00 p.m., New York City time, on
October 6, 2010 entitling the holder upon exercise to receive shares of Common
Stock, and are issued or to be issued pursuant to a Warrant Agreement dated as
of October 6, 2003 (as amended from time to time, the "Warrant Agreement"), duly
executed and delivered by the Company to Mellon Investor Services LLC, as
warrant agent ("the Warrant Agent"), which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Warrants. A copy of the Warrant Agreement may be
obtained by the holder hereof upon written request to the Company. Capitalized
terms herein are used as defined in the Warrant Agreement unless otherwise
indicated. To the extent any provision of this Warrant Certificate conflicts
with the express provisions of the Warrant Agreement, the provisions of the
Warrant Agreement shall govern and be controlling.

     Warrants may be exercised at any time and from time to time during the
period commencing on the date of issuance of the Warrants and ending immediately
prior to 5:00 p.m., New York City time, on October 6, 2010; provided that either
(i) a registration statement relating to the exercise of the Warrants and
issuance of the Warrant Shares upon such exercise is then effective under the
Securities Act of 1933, as amended (the "Securities Act"), or (ii) the exercise
of such Warrants and the issuance of the Warrant Shares upon such exercise is
exempt from the registration requirements of the Securities Act and such Warrant
Shares are qualified for sale or exempt from registration or qualification under
the applicable securities laws of the states in which the various holders of the
Warrants or other Persons to whom it is proposed that such Warrant Shares be
issued upon exercise of the Warrants reside. In order to exercise all or any of
the Warrants represented by this Warrant Certificate, the holder must deliver to
the Warrant Agent at its office set forth in Section 11 of the Warrant Agreement
(i) this Warrant Certificate, (ii) the form of election to purchase set forth
below duly and properly filled in and signed, which signature shall be
guaranteed by a bank or trust company having an office or correspondent in the
United States or a broker or dealer which is a member of a registered securities
exchange or the National Association of Securities Dealers, Inc., and (iii)
subject to the following paragraph, payment to the Warrant Agent for the account
of the Company of the Exercise Price for the number of Warrant Shares in
respect of which such Warrants are then exercised, as provided in the Warrant
Agreement. No Adjustments as to dividends shall be made upon exercise of this
Warrant.

     Subject to the last sentence of this paragraph, in lieu of making the
payment of the Exercise Price in connection with the exercise of each Warrant
(but in all other respects in accordance with the exercise procedure set forth
above, as such exercise procedure may be adjusted to reflect the conversion
referred to herein), the holder of each Restricted Warrant may elect to convert
such Restricted Warrant into shares of Common Stock by providing the Company and
the Warrant Agent with joint written notification of such election in which
event the Company shall issue to such holder the number of shares of Common
Stock calculated in accordance with the following formula:

     X = (A-B) x C
         ---------
             A

     where

        X  = the number of shares of Common Stock issuable upon exercise
             pursuant to Section 3(f) of the Warrant Agreement

        A = the Closing Price on the Business Day immediately preceding the date
            on which the holder delivers the Warrant Certificate and form of
            election to purchase to the Company pursuant to Section 3(b) of the
            Warrant Agreement

        B = the Exercise Price

        C = the number of shares of Common Stock as to which such Restricted
            Warrant is being exercised pursuant to Section 3(a) of the Warrant
            Agreement

If the foregoing calculation results in a negative number, no shares of Common
Stock shall be issued upon conversion pursuant hereto. Notwithstanding any
provision of this Warrant or the Warrant Agreement to the contrary, the holder
of any Restricted Warrant may elect to convert such Restricted Warrant into
shares of Common Stock as provided herein only if the Board of Directors shall
determine that upon such conversion the Company shall receive consideration in
an amount not less than the par value of the shares of Common Stock issuable
upon such conversion.

     The Warrant Agreement provides that upon the occurrence of certain events
the Exercise Price set forth on the face hereof may, subject to certain
conditions, be adjusted. If the Exercise Price is adjusted, the Warrant
Agreement provides that the number of shares of Common Stock issuable upon the
exercise of each Warrant shall be adjusted. No fractions of a share of Common
Stock shall be issued upon the exercise of any Warrant, but the Company may, in
its sole discretion, (i) round such fractional share up to the nearest whole
share or (ii) pay the cash value thereof determined as provided in the Warrant
Agreement.

     The Warrants shall be exercisable, at the election of the holder, either in
full or from time to time in part, provided that Warrants may not be exercised
by the holder for an amount less than 100 Warrant Shares unless such holder only
owns, in the aggregate, such lesser amount. If fewer than all the Warrants
represented by this Warrant Certificate are exercised, the Warrant Certificate
shall be surrendered and a new Warrant Certificate of the same tenor and for the
number of Warrants which were not exercised shall be delivered to the person or
persons entitled to receive such new Warrant Certificate.

     Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any tax or other governmental charge imposed in
connection therewith.

     The Company and the Warrant Agent may deem and treat the registered
holder(s) thereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, or any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants represented by this Warrant Certificate nor this Warrant Certificate
shall entitle any holder hereof to any rights of a stockholder of the Company.

                          Form of Election to Purchase
                   (To Be Executed Upon Exercise of Warrant)

     The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive __________ shares of Common
Stock and herewith tenders payment for such shares to the order of
ITC/\DELTACOM, INC., in the amount of $______ in accordance with the terms
hereof. If the undersigned hereby elects to convert the Warrants represented by
this Warrant Certificate into shares of Common Stock as provided in this Warrant
Certificate, tender of this Warrant Certificate in lieu of payment as aforesaid
shall be deemed payment for such shares of Common Stock. The undersigned
requests that a certificate for such shares be registered

in the name of ________________________________________________________________,

whose address is ______________________________________________________________,

and that such shares be delivered to __________________________________________,

whose address is ______________________________________________________________.
If such number of shares is less than all of the shares of Common Stock
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares be registered

in the name of ________________________________________________________________,

whose address is ______________________________________________________________,

and that such Warrant Certificate be delivered to _____________________________,

whose address is ______________________________________________________________.

Date: ____________________________      ________________________________________
                                        Signature
                                        NOTICE: The signature of this assignment
                                        must correspond with the name as written
                                        upon the face of the within Warrant in
                                        every particular, without alteration or
                                        enlargement or any change whatsoever.

                                          ____________________________
                                          Signature Guaranteed