THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES
LAWS  OF  ANY  STATE  OF  THE UNITED STATES. SUCH SECURITIES MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF  SUCH REGISTRATION OTHER THAN PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.

     HMTF  BRIDGE  VIATEL,  LLC

     COMMON  STOCK  WARRANT

     Void  after  September  9,  2007

Warrant  No.  B-1-1



This certifies that, for value received HMTF BRIDGE VIATEL, LLC or its permitted
assigns  is  entitled,  subject  to  the  terms  and conditions set forth herein
(including  the exercise conditions of Section 2), to purchase from Viatel, Inc.
(the  "Company"),  a  Delaware  corporation,  up  to  188,279  fully  paid  and
nonassessable  shares  (the "Shares") of Common Stock (as defined herein) at the
exercise  price of $100.00 per share (the "Exercise Price").  The Exercise Price
and  number of Shares is subject to adjustment as provided in this Warrant.  The
term  "Warrant"  as  used  herein  shall  include  this Warrant and any warrants
delivered  in  substitution  or  exchange  therefor  as  provided  herein.

     1.     Definitions.  As  used  in this Warrant, the following terms, unless
the  context  otherwise  requires,  have  the  following  meanings:

     (a)     "Common  Stock"  means  shares  of  the Company's common stock, par
value  $0.01  per  share.

     (b)     "Company"  includes  any Person that shall succeed to or assume the
obligations  of  the  Company  under  this  Warrant.

     (c)     "Person"  means  any  individual, partnership, corporation, limited
liability  company,  joint  venture,  association,  joint-stock  company, trust,
unincorporated  organization,  government  or  agency  or  political subdivision
thereof,  or  other  entity.

     (d)     "Public  Offering"  shall  mean a public offering by the Company of
its  Common  Stock  registered  under  the  Securities  Act of 1933, as amended.

     (e)     "Warrantholder",  "Holder  of  Warrant", "Holder", or similar terms
refers  to  the  holder  of  this  Warrant.

     2.     Exercise  Provisions.

     (a)     Exercisability.  The  Holder  of  this  Warrant  may exercise it in
whole  or  in part, by surrender of this Warrant, accompanied by a duly executed
Subscription  Form (attached hereto as Annex A), to the Company at its principal
office  (or  to the office of the Warrant Agent as contemplated in Section 6(b),
if applicable), accompanied by payment, in lawful money of the United States, of
the  amount obtained by multiplying the Exercise Price (as adjusted from time to
time  pursuant  to  the terms of this Warrant) by the number of shares of Common
Stock  designated  in  such  completed Subscription Form.  This Warrant shall be
deemed  to have been exercised immediately prior to the close of business on the
day  of surrender of such Warrant, and the person or persons entitled to receive
shares  of  Common Stock issuable upon exercise of this Warrant shall be treated
for  all purposes as the record holder or holders of such shares of Common Stock
at  such  time.

     (b)     Payment of Exercise Price.  Payment may be made by check payable to
the  Company.  The  holders of this Warrant may, in lieu of any exercise payment
as  set  forth  above, pay the Exercise Price by (i) delivering shares of Common
Stock  having  a fair market value (as defined below in this Section 2) equal to
the  aggregate  Exercise Price or (ii) any combination of the methods of payment
set  forth  herein.

     (c)     Net  Issue  Exercise.  Notwithstanding any provisions herein to the
contrary,  if  the fair market value (as defined below in this Section 2) of one
share  of  Common  Stock  is  greater  than  the  Exercise Price (on the date of
exercise  of  this  Warrant), in lieu of exercising this Warrant in exchange for
cash,  the  Holder hereof may elect to exercise all or a portion of this Warrant
by canceling all or a portion of this Warrant and receiving in exchange therefor
shares of Common Stock (as determined below) equal to the value of this Warrant,
or  the  portion  thereof  being  canceled,  by surrender of this Warrant at the
principal office of the Company (or the office of the Warrant Agent contemplated
by Section 6(b), if applicable) together with a duly executed Subscription Form,
in  which  event  the  Company  shall issue to such Holder a number of shares of
Common  Stock  computed  using  the  following  formula:


        X=Y(A-B)
          -----
            A

     Where     X=     The  number  of shares of Common Stock to be issued to the
                      Holder

               Y=     The  number  of shares of Common Stock purchasable under
                      the Warrant or,  if  only  a portion of the Warrant is
                      being exercised, under the portion of the  Warrant
                      being  exercised  (on  the  date  of  such  exercise)

               A=     the fair market value of one share of the  Common
                      Stock (on the date of  such  exercise)

               B=     The  Exercise  Price  (as  adjusted  on  the  date
                      of such exercise)

For purposes of the above calculation and Section 2(b) only, "fair market value"
of  one  share  of  Common  Stock  shall be determined by the Company's Board of
Directors in good faith; provided, however, where a public market exists for the
Common  Stock  at  the  time of such exercise, the "fair market value" per share
shall  be  the  average  for  the  five  trading  days prior to the date of such
exercise  of the average of the closing bid and asked prices of the Common Stock
quoted in the Over-The-Counter Market Summary or the last reported sale price of
the  Common  Stock  quoted on the Nasdaq National Market System or the principal
exchange  on  which the Common Stock is then listed, whichever is applicable, as
published  in  The  Wall  Street  Journal.

          (d)     Restrictions  on Exercise.  This Warrant is exercisable at any
time  and  from time to time from the date hereof, provided this Warrant has not
terminated  pursuant  to  Section  10.

     3.     Delivery  of  Stock Certificates.  As soon as possible after full or
partial  exercise  of  this  Warrant and in any event within ten days after such
exercise,  the  Company,  at its expense, will cause to be issued in the name of
and  delivered  to the Holder of this Warrant, a certificate or certificates for
the  number of fully paid and nonassessable shares of Common Stock to which that
Holder  shall be entitled upon such exercise, together with any other securities
and property to which that Holder is entitled upon such exercise under the terms
of  this  Warrant.  In  the  event  that  this Warrant is exercised in part, the
Company at its expense also will execute and deliver a new Warrant of like tenor
exercisable  for  the  number  of  Shares  for  which  this  Warrant may then be
exercised.  No fractional shares or scrip representing fractional shares will be
issued  upon  exercise  of this Warrant.  If upon any exercise of this Warrant a
fraction  of  a  Share  results,  the  Company  will  pay the cash value of that
fractional  Share, calculated on the basis of the fair market value (as shall be
determined  by the Company's Board of Directors in good faith) as of the date of
exercise.

     4.     Adjustment  Provisions.

     For  purposes  of  this  Section 4, all references to Common Stock shall be
deemed  to  include the shares of Common Stock into which the Series C Preferred
Stock  of the Company is convertible.  The Exercise Price shall be adjusted from
time  to  time  by  the  Company  as  follows:

     (a)     If  the  Company  shall  hereafter  pay  a  dividend  or  make  a
distribution  to all holders of the outstanding shares of Common Stock in shares
of  Common Stock, the Exercise Price in effect at the opening of business on the
date  following the date fixed for the determination of shareholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Exercise  Price  by  a  fraction  the  numerator of which shall be the number of
shares  of Common Stock outstanding at the close of business on the Common Stock
Record  Date  (as  defined in Section 4(h)(ii)) fixed for such determination and
the  denominator  of which shall be the sum of (x) such number of shares and (y)
the  total  number  of  shares constituting such dividend or other distribution,
such  reduction to become effective immediately after the opening of business on
the  day following the Common Stock Record Date. If any dividend or distribution
of  the type described in this Section 4(a) is declared but not so paid or made,
the  Exercise  Price  shall  again be adjusted to the Exercise Price which would
then  be  in  effect  if  such  dividend  or distribution had not been declared.

     (b)     In  case  the  Company  shall issue or sell any Common Stock (other
than  Common Stock issued (i) pursuant to the Company's existing or future stock
option  plans  or  pursuant to any other existing or future Common Stock-related
director  or  employee compensation plan of the Company approved by the Board of
Directors,  (ii)  pursuant  to  the  Company's existing or future stock purchase
plans that permit Company employees to purchase Common Stock at a purchase price
that  is  not  more  than  a  15% discount to the Current Market Price, (iii) as
consideration  for  the  acquisition  of a business or of assets, (iv) in a firm
commitment  underwritten  public  offering  when  either  (A)  the  underwriting
discount  is 5% or less, or (B) the offering price per share is greater than the
Exercise  Price,  (v)  to  the  Company's joint venture partners in exchange for
interests in the relevant joint venture, (vi) upon exercise or conversion of any
security the issuance of which caused an adjustment hereunder or the issuance of
which  did not require adjustment hereunder or (vii) upon exercise or conversion
of  any  of  the Series B-1 Preferred Stock, the Series B-2 Preferred Stock, the
Series  C  Preferred  Stock  or  the  Warrants,  in  each case as defined in the
Securities  Purchase  Agreement, dated as of February 1, 2000, among the Company
and  the Purchasers named therein), without consideration or for a consideration
per  share  less than the Current Market Price (as defined in Section 4(h)(iii))
on  the date of such issuance, or shall issue securities convertible into Common
Stock  having a conversion price per share less than the Current Market Price at
the  date  of issuance of such convertible security, the Exercise Price to be in
effect  after  such  issuance  or  sale  shall  be determined by multiplying the
Exercise  Price  in  effect  immediately  prior  to  such  issuance or sale by a
fraction, the numerator of which shall be the sum of (x) the number of shares of
Common  Stock outstanding immediately prior to such issuance or sale and (y) the
number of shares of Common Stock which the aggregate consideration receivable by
the  Company for the total number of additional shares of Common Stock so issued
or  sold  (or,  in  the  case of convertible securities, issuable on conversion)
would  purchase  at the Current Market Price in effect immediately prior to such
issuance  or sale and the denominator of which shall be the sum of the number of
shares  of  Common  Stock outstanding immediately prior to such issuance or sale
and the number of additional shares of Common Stock to be issued or sold (or, in
the  case  of  convertible  securities,  issuable  on  conversion).  In case any
portion  of  the  consideration to be received by the Company shall be in a form
other  than cash, the "fair market value" of such noncash consideration shall be
utilized  in  the  foregoing  computation.  Such  fair  market  value  shall  be
determined  in  good  faith  by  the  Board  of  Directors.

     (c)     If  the Company shall offer or issue options, rights or warrants to
all  holders  of  its  outstanding  shares  of  Common  Stock  entitling them to
subscribe  for or purchase shares of Common Stock at a price per share less than
the  Current  Market  Price  on  the  Common  Stock  Record  Date  fixed for the
determination  of  shareholders  entitled  to  receive  such  options, rights or
warrants,  the Exercise Price shall be adjusted so that the same shall equal the
price  determined  by multiplying the Exercise Price in effect at the opening of
business  on  the  date  after  such  Common Stock Record Date by a fraction the
numerator  of which shall be the sum of (x) the number of shares of Common Stock
outstanding at the close of business on the Common Stock Record Date and (y) the
number of shares of Common Stock which the aggregate offering price of the total
number  of  shares  of  Common Stock subject to such options, rights or warrants
would  purchase  at such Current Market Price and the denominator of which shall
be  the sum of (x) the number of shares of Common Stock outstanding at the close
of  business  on  the  Common  Stock  Record  Date  and  (y) the total number of
additional  shares  of  Common Stock subject to such options, rights or warrants
for subscription or purchase. Such adjustment shall become effective immediately
after  the opening of business on the day following the Common Stock Record Date
fixed  for  determination  of  shareholders entitled to purchase or receive such
options,  rights  or warrants. To the extent that shares of Common Stock are not
delivered  pursuant  to such options, rights or warrants, upon the expiration or
termination  of such options, rights or warrants the Exercise Price (as adjusted
pursuant  to this Section 4(c)) shall again be adjusted to be the Exercise Price
which would then be in effect had the adjustments made upon the issuance of such
options,  rights  or  warrants  been  made  on the basis of delivery of only the
number  of shares of Common Stock actually delivered. If such options, rights or
warrants  are  not  so  issued, the Exercise Price (as adjusted pursuant to this
Section  4(c)) shall again be adjusted to be the Exercise Price which would then
be  in  effect if such date fixed for the determination of shareholders entitled
to  receive  such options, rights or warrants had not been fixed. In determining
whether  any options, rights or warrants entitle the holders to subscribe for or
purchase  shares  of Common Stock at less than such Current Market Price, and in
determining  the  aggregate offering price of such shares of Common Stock, there
shall  be  taken  into  account (1) any consideration received for such options,
rights  or warrants, with the value of such consideration and the amount of such
exercise  or  subscription  price,  if other than cash, to be determined in good
faith  by  the  Board  of  Directors and (2) the amount of any exercise price or
subscription  price  required to be paid upon exercise of such options, warrants
or  rights.

     (d)     If  the outstanding shares of Common Stock shall be subdivided into
a  greater number of shares of Common Stock, the Exercise Price in effect at the
opening  of  business  on  the day following the day upon which such subdivision
becomes  effective  shall  be  proportionately  reduced, and, conversely, if the
outstanding  shares  of  Common Stock shall be combined into a smaller number of
shares  of Common Stock, the Exercise Price in effect at the opening of business
on the day following the day upon which such combination becomes effective shall
be proportionately increased; such reduction or increase, as the case may be, to
become  effective immediately after the opening of business on the day following
the  day  upon  which  such  subdivision  or  combination  becomes  effective.

     (e)     (i)  If  the Company shall, by dividend or otherwise, distribute to
all  holders  of  its  shares  of Common Stock any class of capital stock of the
Company  (other  than  any  dividends  or  distributions  to  which Section 4(a)
applies)  or  evidences  of  its  indebtedness,  cash or other assets (including
securities, but excluding any options, rights, or warrants of a type referred to
in  Section  4(c),  and dividends and distributions paid exclusively in cash and
excluding  any  capital  stock,  evidences  of  indebtedness,  cash  or  assets
distributed  upon  a merger or consolidation to which Section 4(m) applies) (the
foregoing hereinafter in this Section 4(e) called the "Distributed Securities"),
then,  in  each  such case, the Exercise Price shall be reduced so that the same
shall  be  equal  to  the  price determined by multiplying the Exercise Price in
effect  immediately  prior  to  the close of business on the Common Stock Record
Date  with  respect  to  such  distribution by a fraction the numerator of which
shall  be  the difference between (x) the Current Market Price on such date over
(y)  the  fair market value (as determined by the Board of Directors, whose good
faith  determination  shall  be  conclusive and described in a resolution of the
Board  of  Directors)  on such date of the portion of the Distributed Securities
applicable  to  one  share of Common Stock and the denominator of which shall be
such  Current Market Price, such reduction to become effective immediately prior
to  the  opening  of business on the day following the Common Stock Record Date;
provided,  however,  that,  in  the  event  the  then  fair  market value (as so
determined) of the portion of the Distributed Securities applicable to one share
of  Common  Stock  is  equal  to or greater than the Current Market Price on the
Common  Stock  Record  Date,  in  lieu  of  the  foregoing  adjustment, adequate
provision  shall  be  made  so that each Holder shall have the right to receive,
upon  exercise  of  such  Warrant  (or  any  portion  thereof),  the  amount  of
Distributed Securities such Holder would have received had such Holder exercised
such  Warrant (or portion thereof) immediately prior to such Common Stock Record
Date.  If  such  dividend  or  distribution is not so paid or made, the Exercise
Price  (as adjusted pursuant to this Section 4(e)(i)) shall again be adjusted to
be  the  Exercise  Price  which  would  then  be  in  effect if such dividend or
distribution  had  not  been  declared. If the Board of Directors determines the
fair  market  value  of  any  distribution  for purposes of this Section 4(e) by
reference  to  the  actual  or  when  issued  trading  market for any securities
constituting  all  or part of such distribution, the Board of Directors must, in
doing  so,  consider  the price of the Common Stock in such market over the same
period used in computing the Current Market Price pursuant to Section 4(h)(iii),
to  the  extent  possible.

          (ii)  Options,  rights  or  warrants distributed by the Company to all
holders of shares of Common Stock entitling the holders thereof to subscribe for
or  purchase  shares  of  the Company's capital stock (either initially or under
certain  circumstances), which options, rights or warrants, until the occurrence
of  a specified event or events ("Dilution Trigger Event"): (A) are deemed to be
transferred  with  such shares of Common Stock; (B) are not exercisable; and (C)
are  also issued in respect of future issuances of shares of Common Stock, shall
be deemed not to have been distributed for purposes of this Section 4(e) (and no
adjustment  to  the  Exercise  Price  under this Section 4(e) shall be required)
until  the  occurrence  of  the  earliest Dilution Trigger Event, whereupon such
options,  rights  and  warrants  shall be deemed to have been distributed and an
appropriate  adjustment  to  the Exercise Price under this Section 4(e) shall be
made.  If  any  such  options,  rights  or warrants, including any such existing
options,  rights  or  warrants  distributed  prior  to the first issuance of the
Warrants,  are  subject  to subsequent events, upon the occurrence of which such
options,  rights  or  warrants  shall  become  exercisable to purchase different
securities,  evidences  of  indebtedness or other assets, then the occurrence of
each such event shall be deemed to be such date of issuance and record date with
respect  to  new options, rights or warrants (and a termination or expiration of
the  existing  options,  rights  or  warrants,  without  exercise  by the holder
thereof).  In  addition,  in  the  event  of  any  distribution  (or  deemed
distribution) of options, rights or warrants, or any Dilution Trigger Event with
respect  thereto,  that  was  counted for purposes of calculating a distribution
amount for which an adjustment to the Exercise Price under this Section 4(e) was
made, (1) in the case of any such options, rights or warrants all of which shall
have  been  redeemed or repurchased without exercise by any holders thereof, the
Exercise  Price  (as adjusted pursuant to this Section 4(e)) shall be readjusted
upon  such final redemption or repurchase to give effect to such distribution or
Dilution  Trigger  Event,  as  the  case  may  be,  as  though  it  were  a cash
distribution equal to the per share redemption or repurchase price received by a
holder or holders of shares of Common Stock with respect to such options, rights
or  warrants  (assuming  such  holder  had  retained  such  options,  rights  or
warrants),  made to all holders of shares of Common Stock as of the date of such
redemption  or  repurchase,  and  (2)  in  the  case  of such options, rights or
warrants  which  shall  have  expired or been terminated without exercise by any
holders  thereof, the Exercise Price (as adjusted pursuant to this Section 4(e))
shall  be  readjusted  to be the Exercise Price which would then be in effect if
such  options,  rights  or  warrants  had  not  been  issued.

          (iii)  Notwithstanding any other provision of this Section 4(e) to the
contrary,  options,  rights,  warrants,  evidences  of  indebtedness,  other
securities,  cash  or  other  assets  (including, without limitation, any rights
distributed pursuant to any shareholder rights plan) shall be deemed not to have
been  distributed  for purposes of this Section 4(e) if the Company makes proper
provision  so  that  each  Holder  who  exercises such Holder's Warrants (or any
portion thereof) after the date fixed for determination of shareholders entitled
to  receive any such options, rights, warrants, evidences of indebtedness, other
securities,  cash  or  other  assets  (including, without limitation, any rights
distributed  pursuant  to  any  shareholder  rights  plan)  shall be entitled to
receive  upon  such exercise, in addition to the shares of Common Stock issuable
upon  such  exercise, the amount and kind of any such options, rights, warrants,
evidences  of  indebtedness,  other securities, cash or other assets (including,
without  limitation,  any  rights distributed pursuant to any shareholder rights
plan)  that  such Holder would have been entitled to receive if such Holder had,
immediately  prior  to  such  determination  date,  exercised  such  Warrants.

     (iv)  For purposes of Section 4(e) and Sections 4(a) and 4(c), any dividend
or  distribution  to  which  this  Section 4(e) is applicable that also includes
shares  of  Common  Stock,  or  options,  rights or warrants to subscribe for or
purchase shares of Common Stock to which 4(c) applies (or both), shall be deemed
instead  to  be (A) a dividend or distribution of the evidences of indebtedness,
assets,  shares  of  capital stock, rights or warrants other than such shares of
Common  Stock or options, rights or warrants to subscribe for or purchase shares
of Common Stock, to which Section 4(c) applies (and any Exercise Price reduction
required  by  this  Section  4(e)  with respect to such dividend or distribution
shall  then  be made), immediately followed by (B) a dividend or distribution of
such shares of Common Stock or such options, rights or warrants to subscribe for
or  purchase  shares  of Common Stock, (and any further Exercise Price reduction
required  by Sections 4(a) or 4(c) with respect to such dividend or distribution
shall  then  be  made),  except  that  (1)  the Common Stock Record Date of such
dividend  or  distribution  shall  be  substituted  as  "the  date fixed for the
determination  of  stockholders  entitled  to  receive  such  dividend  or other
distribution",  "the  Common Stock Record Date fixed for such determination" and
"the  Common  Stock  Record Date" within the meaning of Section 4(a) and as "the
Common  Stock  Record  Date  fixed  for  the  determination of the share holders
entitled  to  receive  such  options, rights or warrants" and "such Common Stock
Record  Date"  for  purposes of Section 4(c), and (2) any shares of Common Stock
included  in  such  dividend or distribution shall not be deemed "outstanding at
the close of business on the date fixed for such determination" for the purposes
of  Section  4(a).

     (f)     If  the  Company shall, by dividend or otherwise, distribute to all
holders  of  its  shares  of  Common  Stock  cash  (excluding  any  cash that is
distributed  upon  a merger or consolidation to which Section 4(m) applies or as
part of a distribution referred to in Sections 4(e)(i)-4(e)(iv)) in an aggregate
amount  that,  combined together with (i) the aggregate amount of any other such
distributions  to  all holders of its shares of Common Stock made exclusively in
cash  within  the  12 months preceding the date of payment of such distribution,
and  in  respect  of  which no adjustment pursuant to this Section 4(f) has been
made,  and  (ii)  the  aggregate  of  any  cash,  plus the fair market value (as
determined  by  the  Board of Directors, whose good faith determination shall be
conclusive  and  described  in  a  resolution  of  the  Board  of  Directors) of
consideration  payable  in respect of any tender offer by the Company for all or
any  portion  of  the  shares  of  Common  Stock  concluded within the 12 months
preceding  the  date of payment of such distribution, and in respect of which no
adjustment  pursuant to Section 4(g) has been made, exceeds 5% of the net income
of  the  Company reported for the 12 month period ending with the fiscal quarter
immediately  preceding  such  payment  (the "12 Month Net Income"), then, and in
each  such  case,  immediately  after  the  close  of business on such date, the
Exercise  Price  shall  be  reduced  so  that  the  same  shall  equal the price
determined  by multiplying the Exercise Price in effect immediately prior to the
close  of  business on such Common Stock Record Date by a fraction the numerator
of  which  shall be equal to the Current Market Price on the Common Stock Record
Date  less  an  amount  equal to the quotient of (x) the excess of such combined
amount  over  such 5% of the 12 Month Net Income and (y) the number of shares of
Common  Stock outstanding on the Common Stock Record Date and the denominator of
which  shall  be  equal  to the Current Market Price on such Common Stock Record
Date;  provided,  however,  that,  if  the  portion  of  the cash so distributed
applicable  to one share of Common Stock is equal to or greater than the Current
Market Price of the Common Stock on the Common Stock Record Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder shall
have the right to receive upon exercise of such Warrant (or any portion thereof)
the  amount  of  cash  such Holder would have received had such Holder exercised
such  Warrant (or portion thereof) immediately prior to such Common Stock Record
Date.  If  such  dividend  or  distribution is not so paid or made, the Exercise
Price  (as adjusted pursuant to this Section 4(f)) shall again be adjusted to be
the  Exercise  Price  which  would  then  be  in  effect  if  such  dividend  or
distribution  had  not  been  declared.

     (g)     If  a  tender  offer made by the Company or any of its subsidiaries
for  all  or  any  portion of the Common Stock expires and such tender offer (as
amended upon the expiration thereof) requires the payment to shareholders (based
on the acceptance (up to any maximum specified in the terms of the tender offer)
of  Purchased  Shares)  of an aggregate consideration having a fair market value
(as  determined  by the Board of Directors, whose good faith determination shall
be  conclusive  and  described  in a resolution of the Board of Directors) that,
combined  together with (A) the aggregate of the cash plus the fair market value
(as  determined  by the Board of Directors, whose good faith determination shall
be  conclusive  and  described in a resolution of the Board of Directors), as of
the  expiration of such tender offer, of consideration payable in respect of any
other  tender  offers,  by the Company or any of its subsidiaries for all or any
portion  of  the  shares of Common Stock expiring within the 12 months preceding
the  expiration  of  such  tender  offer  and  in respect of which no adjustment
pursuant  to this Section 4(g) has been made and (B) the aggregate amount of any
distributions to all holders of the Common Stock made exclusively in cash within
12  months preceding the expiration of such tender offer and in respect of which
no adjustment pursuant to Section 4(f) has been made, exceeds 5% of the 12 Month
Net Income (determined as of the last time (the "Expiration Time") tenders could
have  been made pursuant to such tender offer (as it may be amended)), then, and
in each such case, immediately prior to the opening of business on the day after
the  date  of  the Expiration Time, the Exercise Price shall be adjusted so that
the  same  shall equal the price determined by multiplying the Exercise Price in
effect  immediately prior to the close of business on the date of the Expiration
Time  by a fraction the numerator of which shall be the product of the number of
shares  of  Common  Stock  outstanding  (including  any  tendered shares) at the
Expiration  Time  multiplied  by the Current Market Price of the Common Stock on
the trading day next succeeding the Expiration Time and the denominator of which
shall  be  the sum of (x) the fair market value (determined as aforesaid) of the
aggregate  consideration  payable to shareholders based on the acceptance (up to
any  maximum  specified  in the terms of the tender offer) of all shares validly
tendered  and  not  withdrawn  as  of  the Expiration Time (the shares deemed so
accepted,  up  to any such maximum, being referred to as the "Purchased Shares")
and  (y)  the  product of the number of shares of Common Stock outstanding (less
any Purchased Shares) at the Expiration Time and the Current Market Price of the
shares  of  Common Stock on the trading day next succeeding the Expiration Time,
such  reduction (if any) to become effective immediately prior to the opening of
business  on  the day following the Expiration Time. If the Company is obligated
to  purchase  shares  pursuant  to  any  such  tender  offer, but the Company is
permanently prevented by applicable law from effecting any such purchases or all
such  purchases  are rescinded, the Exercise Price (as adjusted pursuant to this
Section  4(g)) shall again be adjusted to be the Exercise Price which would then
be  in effect if such tender offer had not been made. If the application of this
Section  4(g)  to  any  tender offer would result in an increase in the Exercise
Price,  no  adjustment  shall  be  made for such tender offer under this Section
4(g).

     (h)     For  purposes  of  Section  4,  the  following terms shall have the
meaning  indicated:

(i)     "closing  price"  with  respect  to  any securities on any day means the
closing sale price as of 4:00 p.m. Eastern Time on such day or any earlier final
closing  on such day or, if no such sale takes place on such day, the average of
the  reported  high  and  low bid prices on such day, in each case on the Nasdaq
National  Market,  or  the  New  York Stock Exchange, as applicable, or, if such
security  is  not  listed  or  admitted  to  trading  on such national market or
exchange, on the national stock exchange or nationally recognized trading market
in  the  United States on which such security is quoted or listed or admitted to
trading,  or,  if  not  quoted  or listed or admitted to trading on any national
stock exchange or nationally recognized trading market in the United States, the
average  of the high and low bid prices of such security on the over-the-counter
market  on  the  day  in  question as reported by the National Quotation Bureau,
Incorporated  or  a  similar  generally accepted reporting service in the United
States,  or,  if  not  so available, in such manner as furnished by any New York
Stock  Exchange member firm selected from time to time by the Board of Directors
for that purpose, or a price determined in good faith by the Board of Directors,
whose  determination  shall  be  conclusive and described in a resolution of the
Board  of  Directors.

(ii)     "Common  Stock  Record  Date"  means,  with  respect  to  any dividend,
distribution  or other transaction or event in which the holders of Common Stock
have  the right to receive any cash, securities or other property or pursuant to
which  the  Common  Stock  (or  other  applicable  security) is exchanged for or
converted  into  any combination of cash, securities or other property, the date
fixed  for  determination  of  shareholders  entitled  to  receive  such  cash,
securities  or  other  property  (whether  such  date  is  fixed by the Board of
Directors  or  by  statute,  contract  or  otherwise).

(iii)     "Current  Market  Price" means the average of the daily closing prices
per share of Common Stock for the ten consecutive trading days immediately prior
to  the  date  in  question;  provided,  however,  that (A) if the "ex" date (as
hereinafter  defined)  for  any  event  (other than the issuance or distribution
requiring  such  computation)  that requires an adjustment to the Exercise Price
pursuant  to  Section  4(a),  4(b), 4(c), 4(d), 4(e), 4(f) or 4(g) occurs during
such  ten consecutive trading days, the closing price for each trading day prior
to  the  "ex"  date  for  such other event shall be adjusted by multiplying such
closing price by the same fraction by which the Exercise Price is so required to
be  adjusted as a result of such other event, (B) if the "ex" date for any event
(other  than  the  issuance  or  distribution  requiring  such computation) that
requires  an  adjustment  to  the Exercise Price pursuant to Section 4(a), 4(b),
4(c), 4(d), 4(e), 4(f) or 4(g) occurs on or after the "ex" date for the issuance
or distribution requiring such computation and prior to the day in question, the
closing  price  for  each  trading day on and after the "ex" date for such other
event  shall  be adjusted by multiplying such closing price by the reciprocal of
the  fraction  by  which  the  Exercise Price is so required to be adjusted as a
result  of  such  other  event  and  (C)  if  the  "ex" date for the issuance or
distribution  requiring  such computation is prior to the day in question, after
taking  into  account  any  adjustment required pursuant to clause (A) or (B) of
this  proviso, the closing price for each trading day on or after such "ex" date
shall  be  adjusted by adding thereto the amount of any cash and the fair market
value  (as  determined by the Board of Directors in a manner consistent with any
good  faith  determination  of  such value for purposes of Section 4(e) or 4(f),
whose good faith determination shall be conclusive and described in a resolution
of  the  Board of Directors) of the evidences of indebtedness, shares of capital
stock  or assets being distributed applicable to one share of Common Stock as of
the  close  of  business  on the day before such "ex" date.  For purposes of any
computation  under  Section  4(f), the Current Market Price on any date shall be
deemed  to  be the average of the daily closing prices per share of Common Stock
for  such day and the next two succeeding trading days; provided, however, that,
if  the  "ex"  date  for  any  event (other than the tender offer requiring such
computation)  that  requires  an  adjustment  to  the Exercise Price pursuant to
Section 4(a), 4(b), 4(c), 4(d), 4(e), or 4(g)  occurs on or after the Expiration
Time  for  the  tender or exchange offer requiring such computation and prior to
the  day  in  question,  the closing price for each trading day on and after the
"ex"  date  for  such  other event shall be adjusted by multiplying such closing
price  by  the  reciprocal  of  the  fraction  by which the Exercise Price is so
required  to  be adjusted as a result of such other event.  For purposes of this
paragraph,  the  term  "ex"  date  (1) when used with respect to any issuance or
distribution,  means  the  first  date on which the shares of Common Stock trade
regular  way  on  the relevant exchange or in the relevant market from which the
closing  price  was  obtained  without  the  right  to  receive such issuance or
distribution,  (2)  when  used with respect to any subdivision or combination of
shares of Common Stock, means the first date on which the shares of Common Stock
trade  regular  way  on  such exchange or in such market after the time at which
such subdivision or combination becomes effective and (3) when used with respect
to  any  tender  or  exchange  offer means the first date on which the shares of
Common  Stock  trade  regular  way  on such exchange or in such market after the
Expiration  Time  of  such  offer.  Notwithstanding  the  foregoing,  whenever
successive  adjustments  to  the  Exercise Price are called for pursuant to this
Section  4, such adjustments shall be made to the Current Market Price as may be
necessary or appropriate to effectuate the intent of this Section 4 and to avoid
unjust  or  inequitable  results,  as  determined  in good faith by the Board of
Directors.

     (iv)  "fair  market value" means the amount which a willing buyer would pay
a  willing  seller  in  an  arm's-length  transaction.

(i)     No  adjustment  in  the  Exercise  Price  shall  be required unless such
adjustment  would  require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 4(i) are
not  required  to be made shall be carried forward and taken into account in any
subsequent  adjustment.  All  calculations under this Section 4 shall be made by
the  Company  and  shall be made to the nearest cent. No adjustment need be made
for  a  change  in  the  par  value  or  no  par  value  of  the  Common  Stock.

(j)     Whenever  the Exercise Price is adjusted as herein provided, the Company
shall  promptly  file  with  the  Warrant Agent an Officers' Certificate setting
forth  the  Exercise Price after such adjustment, the number of shares of Common
Stock  for which this Warrant will be exercisable after such adjustment pursuant
to  Section  4(n)  and a brief statement of the facts requiring such adjustment.
Promptly  after delivery of such certificate, the Company shall prepare a notice
of  such  adjustment  of  the Exercise Price setting forth the adjusted Exercise
Price  and  the  date  on which each adjustment becomes effective and shall mail
such  notice  of  such  adjustment  of the Exercise Price to each Holder at such
Holder's  last  address appearing on the register of Holders maintained for that
purpose  within  20  days  of  the effective date of such adjustment. Failure to
deliver  such  notice  shall  not  affect  the  legality or validity of any such
adjustment.

(k)     In  any  case  in which this Section 4 provides that an adjustment shall
become  effective immediately after a Common Stock Record Date for an event, the
Company  may defer, until the occurrence of such event, issuing to the Holder of
any  Warrant  exercised  after  such  Common  Stock  Record  Date and before the
occurrence  of  such  event, the additional shares of Common Stock issuable upon
such  exercise by reason of the adjustment required by such event over and above
the  shares  of Common Stock issuable upon such exercise before giving effect to
such  adjustment.

(l)     For  purposes of this Section 4, the number of shares of Common Stock at
any  time  outstanding  shall  not  include  shares  of Common Stock held in the
treasury  of  the  Company.  The  Company shall not pay any dividend or make any
distribution  on  shares  of  Common  Stock held in the treasury of the Company.

(m)     In  case  of  any  consolidation  of  the Company with, or merger of the
Company  into, any other Person, or in case of any merger of another Person into
the  Company  (other than a merger that does not result in any reclassification,
conversion,  exchange or cancellation of outstanding shares of Common Stock), or
in  case  of  any  sale,  conveyance or transfer of all or substantially all the
assets  of  the Company, the Holders shall have the right thereafter, during the
period  such  Warrant  shall  be  exercisable  as  specified in Section 2(d), to
exercise  such  Warrants  into the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance or transfer by a
holder of the number of shares of Common Stock for which the Warrants might have
been  exercised  immediately  prior to such consolidation, merger, conveyance or
transfer,  assuming such holder of shares of Common Stock failed to exercise his
rights  of  election,  if  any, as to the kind or amount of securities, cash and
other  property  receivable  upon  such  consolidation,  merger,  conveyance  or
transfer  (provided  that,  if  the kind or amount of securities, cash and other
           --------
property  receivable  upon such consolidation, merger, conveyance or transfer is
not  the  same for each share of Common Stock in respect of which such rights of
election  shall  not  have  been  exercised  ("nonelecting share"), then for the
purpose  of  this Section 4(m) the kind and amount of securities, cash and other
property  receivable  upon such consolidation, merger, conveyance or transfer by
each  nonelecting  share shall be deemed to be the kind and amount so receivable
per  share  by  a  plurality  of  the nonelecting shares). Such securities shall
provide  for  adjustments  which, for events subsequent to the effective date of
the triggering event, shall be as nearly equivalent as may be practicable to the
adjustments  provided  for  in  this  Section 4(m). The above provisions of this
Section  4(m)  shall  similarly  apply  to  successive  consolidations, mergers,
conveyances  or  transfers.

(n)     Upon  each adjustment of the Exercise Price as a result of the operation
of this Section 4, this Warrant shall thereafter evidence the right to purchase,
at  the  adjusted Exercise Price, that number of shares of Common Stock obtained
by multiplying the number of Shares covered by this Warrant immediately prior to
this  adjustment  by  the  Exercise  Price  in  effect immediately prior to such
adjustment  and dividing the product so obtained by the Exercise Price in effect
immediately  after  such  adjustment  of  the  Exercise  Price.

5.     Notice  of  Certain  Events.  If  at any time prior to the termination or
full  exercise  of  this  Warrant:

     (a)     the  Company  shall  declare  any  dividend payable in stock of any
class  upon  its  Common  Stock  and/or  Series  C  Preferred  Stock,  make  any
distribution  to the holders of its Common Stock and/or Series C Preferred Stock
or  offer  for  subscription pro rata to holders of Common Stock and/or Series C
Preferred  Stock  any  additional  shares of stock of any class or other rights;

     (b)     there  shall  be  any  reclassification  of the Common Stock and/or
Series  C  Preferred  Stock  of  the  Company;

     (c)     there  shall  be any consolidation or merger of the Company with or
into,  or  sale  of  all  or substantially all of its assets to, another Person;

     (d)     there  shall be a voluntary or involuntary dissolution, liquidation
or  winding  up  of  the  Company;  or

(e)     there  shall  be  a  Public  Offering;

then,  in  any  one  or more of such cases, the Company shall give the Holder at
least  10  days'  prior  written  notice  of  the date on which the books of the
Company  shall  close or a record shall be taken for such dividend, distribution
or  subscription rights or for determining rights to vote in respect to any such
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding  up  or  of  the  date of a filing of a registration statement under the
Securities  Act  for  a  Public  Offering.  Such  notice  in accordance with the
foregoing  clause  shall  also  specify,  in  the  case  of  any  such dividend,
distribution  or  subscription  rights,  the  date on which the Holders shall be
entitled  thereto, and such notice in accordance with the foregoing clause shall
also  specify  the date on which the Holders shall be entitled to exchange their
Common  Stock  for  securities  or  other  property  deliverable  upon  such
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding  up,  as  the  case  may be.  Each such written notice shall be given by
first-class  mail,  postage  prepared, addressed to the Holder at the address of
such  holder  as  shown  on  the  books  of  the  Company.

     6.     Transfer  of  Warrants.

     (a)     Warrant  Register.  The  Company  shall  maintain  a  register (the
"Warrant Register") containing the names, addresses and facsimile numbers of the
Holder(s).  Any  Holder  of  this  Warrant or any portion thereof may change its
address  as  shown  on  the  Warrant  Register  by written notice to the Company
requesting  such  a  change.  Until  this  Warrant is transferred on the Warrant
Register,  the  Company may treat the Holder as shown on the Warrant Register as
the  absolute owner of this Warrant for all purposes, notwithstanding any notice
to  the  contrary.

     (b)     Warrant  Agent.  The  Company may, by written notice to the Holder,
appoint an agent for the purpose of maintaining the Warrant Register referred to
in  Section  6(a)  above,  issuing  any  other securities then issuable upon the
exercise of this Warrant, exchanging this Warrant, replacing this Warrant or any
or  all  of  the  foregoing.  Thereafter,  any  such  registration,  issuance or
replacement,  as  the  case  may  be, shall be made at the office of such agent.

     (c)     Transferability  and  Negotiability  of  Warrant.  Title  to  this
Warrant  may be transferred by endorsement (by a Holder executing the Assignment
Form  attached  hereto as Annex B) and delivery in the same manner as negotiable
instruments  transferable  by  endorsement  and  delivery.

     (d)     Exchange  of Warrant Upon a Transfer.  On surrender of this Warrant
for  exchange,  properly  endorsed  on  the  Assignment  Form and subject to the
provisions  of  this Warrant with respect to compliance with the Securities Act,
the  Company  at  its expense shall issue to or on the order of the Holder a new
Warrant  or  Warrants of like tenor, in the name of the Holder or as such Holder
(on  payment  by  such  Holder  of  any  applicable  transfer taxes) may direct,
exercisable  for  the  number  of  Shares  issuable  upon  the  exercise hereof.

     7.     Registration  Rights.  If  the Holder of this Warrant is a party to,
or  an  assignee  of  rights  under, that certain Registration Rights Agreement,
dated  March 9, 2000 (the "Registration Rights Agreement"), such Holder shall be
entitled to include any shares of Common Stock or other securities received upon
exercise  of the Warrant with such Holder's Registrable Securities (as such term
is defined in the Registration Rights Agreement), on the terms and conditions as
set  forth  in  the  Registration  Rights Agreement.  The Holder of this Warrant
shall  be  entitled  to  condition  any  exercise  of  this  Warrant  upon  the
consummation  of  any  transaction  including  any  merger,  public  or  private
offering,  sale  of  assets  or  similar  transaction.

     8.     Amendment and Waivers.  No amendment, modification or termination of
this  Warrant shall be binding unless executed in writing by the Company and the
Warrantholder  intending  to  be  bound  thereby.

     9.     Waivers  and  Extensions.  Any  provision  of  this  Warrant  may be
amended, waived or modified only if such amendment, waiver or modification is in
writing,  is  signed by the party intending to be bound, and specifically refers
to  this  Warrant.  Waivers may be made in advance or after the right waived has
arisen  or  the  breach  or  default  waived  has  occurred.  Any  waiver may be
conditional.  No  waiver  of  any  breach  of  any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof
nor  of  any  other  agreement  or  provision  herein  contained.  No  waiver or
extension  of  time for performance of any obligations or acts shall be deemed a
waiver  or  extension  of  the  time for performance of any other obligations or
acts.

10.     Termination.  The  right to exercise this Warrant shall expire and shall
be  void  at  5:00  p.m.  New  York  City  time  on  September  9,  2007.

     11.     Reservation  of  Stock.  The  Company covenants that it will at all
times  reserve  and  keep  available,  solely for issuance upon exercise of this
Warrant,  all  shares  of  Common  Stock  or  other securities from time to time
issuable  upon exercise of this Warrant and, subject to any existing contractual
limitations,  from  time  to  time,  will  take all steps necessary to amend its
Certificate  of Incorporation to provide sufficient reserves of shares of Common
Stock  or  other securities issuable upon exercise of this Warrant.  The Company
further covenants that all shares that may be issued upon the exercise of rights
represented  by  this  Warrant  and  payment of the Exercise Price, as set forth
herein, will be fully paid and non-assessable and free from all taxes, liens and
charges  in  respect  of  the  issue  thereof.  The Company also agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged  with  the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon exercise of this Warrant.

     12.     Replacement.  On receipt of evidence reasonably satisfactory to the
Company  of  the loss, theft, destruction, or mutilation of this Warrant and, in
the  case of loss, theft, or destruction, on delivery of any indemnity agreement
or  bond  reasonably  satisfactory  in form and amount to the Company or, in the
case  of  mutilation, on surrender and cancellation of this Warrant, the Company
at  its expense will execute and deliver, in lieu of this Warrant, a new Warrant
of  like  tenor.

     13.     No  Rights  as Stockholder.  Except as provided in Section 2(a), no
Holder  of this Warrant, as such, shall be entitled to vote or receive dividends
or  be  considered  a  stockholder  of  the  Company  for any purpose, nor shall
anything in this Warrant be construed to confer on any Holder of this Warrant as
such,  any  rights of a stockholder of the Company or any right to vote, give or
withhold  consent  to  any  corporate  action,  to  receive notice of meeting of
stockholders,  to  receive  dividends  or  subscription  rights  or  otherwise.

     14.     Miscellaneous  Provisions.

     (a)     Governing  Law.  This  Warrant  shall  be  governed by, interpreted
under,  and  construed  in  accordance  with  the laws of the State of New York,
regardless  of  the laws that might otherwise govern under applicable principles
of  conflicts  of  laws  thereof.

     (b)     Notices.  All  notices,  demands,  requests, consents, approvals or
other communications (collectively, "Notices") required or permitted to be given
hereunder  or  which  are given with respect to this Warrant shall be in writing
and  shall be personally served, delivered by reputable air courier service with
charges  prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
to  such  address  as  such  Holder hereof shall have specified most recently by
written  notice.  Notice  shall  be  deemed  given  on  the  date  of service or
transmission  if  personally  served  or  transmitted  by  telegram,  telex  or
facsimile.  Notice  otherwise  sent  as provided herein shall be deemed given on
the  next  business  day  following  delivery  of such notice to a reputable air
courier  service.

     (c)     Binding  Effect.  The  provisions  of this Warrant shall be binding
upon  the  Company  and  its  successors  and  assigns.

     (d)     Remedies.  In  the  event  of  a breach of this Warrant, the Holder
hereof  shall  be  entitled to injunctive relief and specific performance of its
rights  under  this  Warrant,  in  addition to all of its rights granted by law,
including,  without  limitation,  recovery  of damages.  The Company agrees that
monetary  damages  would  not  be adequate compensation for any loss incurred by
reason  of a breach of this Warrant by the Company and hereby waives any defense
in any action for injunctive relief or specific performance that a remedy at law
would  be  adequate.

     (e)     Headings.  Titles  and headings of sections of this Warrant are for
convenience  only and shall not affect the construction of any provision of this
Warrant.

Dated:  March  9,  2000
     VIATEL,  INC.


     By:
      Name:
      Title:

<PAGE>

NY01/DATZW/503855.2     17

NY01/DATZW/503855.2
                                     ANNEX A

                                SUBSCRIPTION FORM
     (To  be  signed  only  upon  exercise  of  Warrant)
To:          VIATEL,  INC.
Attention:     Secretary
     (1)     The  undersigned,  the  holder  of  the  attached  Warrant,  hereby
irrevocably  elects  to [exercise the purchase right represented by that Warrant
for,  and  to purchase under that Warrant, ___________ shares of Common Stock of
VIATEL, INC. and herewith tenders any necessary payment of the Exercise Price in
such  number  of  shares in full]. [to exercise [all][a portion] of the purchase
right  represented  by  that  Warrant  by  canceling the Warrant with respect to
___________  shares  of Common Stock of VIATEL, INC. in exchange for a number of
shares  of  Common  Stock  equal  to  the  value  [as determined pursuant to the
Warrant]  as  the  [portion  of  the]  Warrant  [being  canceled].

     (2)     In  exercising  the  Warrant,  the  undersigned hereby confirms and
acknowledges  that  the shares of  Common Stock or other securities to be issued
upon  exercise  thereof  are  being  acquired  solely  for  the  account  of the
undersigned  and  not as a nominee for any other party, and that the undersigned
will  not  sell, offer for sale, pledge, hypothecate or otherwise dispose of any
shares  of  Common  Stock,  except under circumstances that will not result in a
violation  of  the  Securities  Act of 1933, as amended, or any applicable state
securities  laws.

     (3)     Please  issue  a  certificate(s) representing said shares of Common
Stock  in the name of the undersigned or in the name of the transferee specified
below.

     (4)     Please  issue a new Warrant for the unexercised portion in the name
of  the  undersigned or in the name of the permitted transferee specified below.

     (5)     Please  deliver  any  certificate(s)  or  Warrant  to the following
address.

Name:          March 20___________
Address:       March 20___________
Attention:     March 20___________
Dated:

           March 20___________
           ByMarch 20___________
             Name:
Footnote:

  1. Insert here the number of shares called for on the face of the Warrant (or,
in  the  case  of partial exercise, the portion as to which the Warrant is being
exercised),  without making any adjustment for additional shares of Common Stock
or  any  other  securities or property which, under the adjustment provisions of
the  Warrant,  may  be  deliverable  upon  exercise.

<PAGE>
                                     ANNEX B

                                 ASSIGNMENT FORM

     FOR  VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells,  assigns and transfers unto the assignee named below all of the rights of
the  undersigned  under  this  Warrant,  with respect to the number of shares of
Common  Stock  set  forth  below:

                                        No.  of  Shares  of
Name  and  Address  of  Assignee         Common  Stock



and  does  hereby  irrevocably  constitute  and  appoint March 20_______
attorney-in-fact  to  register  such  transfer  onto  the  books of Viatel, Inc.
maintained  for  the  purpose,  with full power of substitution in the premises.

Date:March 20_______          Print  Name:March 20_____


                                      Signature:March 20_______

                                      Witness:March 20_________



NOTICE:     The  signature  on  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.




Insert  here  the number of shares called for on the face of the Warrant (or, in
the  case  of  partial  exercise,  the  portion as to which the Warrant is being
exercised),  without making any adjustment for additional shares of Common Stock
or  any  other  securities or property which, under the adjustment provisions of
the  Warrant,  may  be  deliverable  upon  exercise.