SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                    FORM 10-KSB/A-2

                                    (Mark One)

                   Annual Report Pursuant to Section 13
       X           or 15(d) of the Securities Exchange
                   Act of 1934 for the fiscal year
                   ended December 31, 1997

                                  or

                   Transition Report Pursuant to
                   Section 13 or 15(d) of the
                   Securities Exchange Act of 1934 

                   For the Transition Period from __________ to __________

                         Commission File Number 33-32341-D

                          WORLDPORT COMMUNICATIONS, INC.
          (Name of Small Business Registrant as Specified in its Charter)


               Delaware                       84-1127336        
   (State or other jurisdiction of     (IRS Employer ID Number)
    incorporation of organization)

    1825 Kennesaw North Industrial Parkway,         30144     
    Suite 100, Kennesaw, Georgia                  (Zip Code)
   (Address of principal executive offices)

   Registrant's telephone number: (770) 792-8735
   Securities registered pursuant to Section 12(b) of the Act: None
   Securities registered pursuant to Section 12(g) of the Act: None
                                Name of each exchange on which registered
                                                       N/A

       Check whether the issuer (1) filed all reports required to be filed by
       Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
       past 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

       Check if there is no disclosure of delinquent filers in response to Item
       405 of Regulation S-B is not contained in this form, and no disclosure
       will 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-KSB or any amendment to this Form 10-KSB [ X ]

       The Registrant's revenues for its most recent fiscal year were
       $2,777,575.

       The approximate aggregate market value of common stock of the Registrant
       held by non-affiliates of the Registrant is $68,459,181, computed on the
       basis of $6 7/8 per share, average bid/ask price of the common stock on
       the OTC Bulletin Board on March 30, 1998.

       The number of shares of the Registrant's common stock, $0.0001 par value
       per share, outstanding as of March 30, 1998 was 17,383,333.   
       Documents incorporated by reference: None.

                   Transitional Small Business Disclosure Format
                                   (Check one):

                            Yes _______      No __X___




                                      PART IV

  ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K


  (a)  Exhibits

                   Exhibit No.                Description

                       2.1       Agreement and  Plan of Merger by  and
                                 among    the    Company,    WorldPort
                                 Acquisitions, Inc.,  The Wallace Wade
                                 Company, and  John W.  Dalton,  dated
                                 April 20, 1997, previously filed with
                                 Form 8-K  dated  July  7,  1997,  and
                                 incorporated herein by reference.

                       2.2       Asset   Purchase  Agreement   by  and
                                 between the  Company and Telenational
                                 Communications   Limited  Partnership
                                 dated  April   23,  1997,  previously
                                 filed with Form 10-QSB for the fiscal
                                 quarter ended  March  31,  1997,  and
                                 incorporated herein by reference.

                       2.3       Amendment No. 1 to the Asset Purchase
                                 Agreement by and  between the Company
                                 and    Telenational    Communications
                                 Limited  Partnership, dated  June 20,
                                 1997, previously filed  with Form 8-K
                                 dated July 7,  1997, and incorporated
                                 herein by reference.

                       3.1**     Certificate of  Incorporation for the
                                 Company, as amended.

                       3.2**     Bylaws  of   the  Company, as amended.

                       10.1      Financial Advisory Agreement  between
                                 the Company  and Dinton  Trader  S.A.
                                 dated  October  31,  1996, previously
                                 filed with Form 10-QSB for the fiscal
                                 quarter ended September 30, 1996, and
                                 incorporated herein by reference.

                       10.2      Loan   Agreement  between   Com  Tech
                                 International  Corporation  and   the
                                 Company   dated    June   27,   1996,
                                 previously filed with Form 10-QSB for
                                 the  fiscal  quarter  ended September
                                 30, 1996, and  incorporated herein by
                                 reference.

                       10.3      Assignment,    Pledge    &   Security
                                 Agreement    between     Com     Tech
                                 International  Corporation   and  the
                                 Company   dated    June   27,   1996,
                                 previously filed with Form 10-QSB for
                                 the  fiscal  quarter  ended September
                                 30, 1996, and  incorporated herein by
                                 reference.

                       10.4      Convertible Secured  Promissory  Note
                                 between the Company  and Maroon Bells
                                 Capital Partners, Inc.  dated July 1,
                                 1996, previously filed  with Form 10-
                                 QSB  for  the  fiscal  quarter  ended
                                 September 30,  1996, and incorporated
                                 herein by reference.




                   Exhibit No.                Description


                       10.5      Loan  Agreement  between  the Company
                                 and  Maroon  Bells  Capital Partners,
                                 Inc. dated July  1, 1996,  previously
                                 filed with Form 10-QSB for the fiscal
                                 quarter ended September 30, 1996, and
                                 incorporated herein by reference.

                       10.6      Assignment,   Pledge    &    Security
                                 Agreement  between  the  Company  and
                                 Maroon  Bells Capital  Partners, Inc.
                                 dated July 1,  1996, previously filed
                                 with  Form  10-QSB   for  the  fiscal
                                 quarter ended September 30, 1996, and
                                 incorporated herein by reference.

                       10.7      Secured  Promissory Note  between the
                                 Company  and  Com  Tech International
                                 Corporation  dated   June  27,  1996,
                                 previously filed with Form 10-QSB for
                                 the  fiscal  quarter  ended September
                                 30, 1996, and  incorporated herein by
                                 reference.

                       10.8      Maroon  Bells Capital  Partners, Inc.
                                 Advisory   Agreement   for  WorldPort
                                 Communications,  Inc. dated  March 7,
                                 1997, previously filed  with Form 10-
                                 KSB  for   the  fiscal   year   ended
                                 December  31, 1996,  and incorporated
                                 herein by reference.

                       10.9      Stock  Issuance  and  Indemnification
                                 Agreement by and between Maroon Bells
                                 Capital Partners,  Inc. and WorldPort
                                 Communications,  Inc. dated  March 7,
                                 1997, previously filed  with Form 10-
                                 KSB  for   the  fiscal   year   ended
                                 December  31, 1996,  and incorporated
                                 herein by reference.

                      10.10      Pledge Agreement,  Secured Promissory
                                 Note,  and  Guaranty  between  Edmund
                                 Blankenau and the Company dated April
                                 4, 1997, previously  filed with  Form
                                 10-KSB  for  the  fiscal  year  ended
                                 December  31, 1996,  and incorporated
                                 herein by reference. 

                      10.11      Employment  Agreement by  and between
                                 John W. Dalton and the  Company dated
                                 April 8, 1997,  previously filed with
                                 Form 10-KSB for the fiscal year ended
                                 December  31, 1996,  and incorporated
                                 herein by reference.

                      10.12      Lease  by and between the Company and
                                 Mission Life Insurance Company, dated
                                 April 15, 1997, previously filed with
                                 Form 10-QSB  for the  fiscal  quarter
                                 ended    March    31,    1997,    and
                                 incorporated herein by reference.

                      10.13      Settlement  Agreement by  and between
                                 Com  Tech  International  Corporation
                                 and  WorldPort  Communications, Inc.,
                                 dated  April   14,  1997,  previously
                                 filed with Form 10-QSB for the fiscal
                                 quarter ended  March  31,  1997,  and
                                 incorporated herein by reference. 






                   Exhibit No.                Description

                      10.14      Management Services  Agreement by and
                                 between   WorldPort   Communications,
                                 Inc. and  Telenational Communications
                                 Limited Partnership,  dated April 29,
                                 1997, previously filed  with Form 10-
                                 QSB  for  the  fiscal  quarter  ended
                                 March  31,   1997,  and  incorporated
                                 herein by reference. 

                      10.15      Employment  Agreement by  and between
                                 W.  Dean   Spies  and   the   Company
                                 effective  April 7,  1997, previously
                                 filed with Form 10-QSB for the fiscal
                                 quarter ended  March  31,  1997,  and
                                 incorporated herein by reference.

                      10.16      First   Amended   Loan   Modification
                                 Agreement by and between the Company,
                                 Telenational   Communications,  Inc.,
                                 Telenational  Communications  Limited
                                 Partnership and  Value Partners, Ltd.
                                 dated June 20, 1997, previously filed
                                 with  Form  10-QSB   for  the  fiscal
                                 quarter  ended  June  30,  1997,  and
                                 incorporated herein by reference.

                      10.17      Second  Amended  and  Restated Senior
                                 Secured   Promissory   Note   by  and
                                 between  the  Company,   Telenational
                                 Communications,   Inc.    and   Value
                                 Partners, Ltd. Dated  June 20,  1997,
                                 previously filed with Form 10-QSB for
                                 the fiscal  quarter  ended  June  30,
                                 1997,  and   incorporated  herein  by
                                 reference.

                      10.18      First  Amended  Pledge  and  Security
                                 Agreement by and between Telenational
                                 Communications,   Inc.    and   Value
                                 Partners, Ltd. dated  June 20,  1997,
                                 previously filed with Form 10-QSB for
                                 the fiscal  quarter  ended  June  30,
                                 1997,  and   incorporated  herein  by
                                 reference.

                      10.19      Notice and Certification  of No  Oral
                                 Agreements   by   and   between   the
                                 Company, Telenational Communications,
                                 Inc.,   Telenational   Communications
                                 Limited    Partnership    and   Value
                                 Partners, Ltd. dated  June 20,  1997,
                                 previously filed with Form 10-QSB for
                                 the fiscal  quarter  ended  June  30,
                                 1997,  and   incorporated  herein  by
                                 reference. 

                      10.20      Consulting  Agreement by  and between
                                 Edmund  Blankenau   and  the  Company
                                 dated June 20, 1997, previously filed
                                 with  Form  10-QSB   for  the  fiscal
                                 quarter  ended  June  30,  1997,  and
                                 incorporated herein by reference.

                      10.21      Employment  Agreement by  and between
                                 Bruce Burton  and the  Company  dated
                                 June 20, 1997,  previously filed with
                                 Form 10-QSB  for the  fiscal  quarter
                                 ended June 30, 1997, and incorporated
                                 herein by reference.

                      10.22      Lease  by  and  between  Telenational
                                 Communications,    Inc.    and   7300
                                 Woolworth  Partnership dated  July 1,
                                 1997, previously filed  with Form 10-
                                 QSB for the fiscal quarter ended June
                                 30, 1997, and  incorporated herein by
                                 reference.

                      10.23      Promissory Note  by and  between  the
                                 Company and Cablex Electronique, Ltd.
                                 dated September  11, 1997, previously
                                 filed with Form 10-QSB for the fiscal
                                 quarter ended September 30, 1997, and
                                 incorporated herein by reference.





                   Exhibit No.                Description
                         
                      10.24      Promissory  Note  by and  between the
                                 Company and  Le Chevalier Noir,  Ltd.
                                 dated September  11, 1997, previously
                                 filed with Form 10-QSB for the fiscal
                                 quarter ended September 30, 1997, and
                                 incorporated herein by reference.

                      10.25      Promissory  Note  by and  between the
                                 Company  and  Woodlands,  Ltd.  dated
                                 October  1,  1997,  previously  filed
                                 with  Form  10-QSB  for  the   fiscal
                                 quarter ended September 30, 1997, and
                                 incorporated herein by reference.

                      10.26      Promissory Note  by and  between  the
                                 Company  and   Maroon  Bells  Capital
                                 Partners, Inc. dated October 9, 1997,
                                 previously filed with Form 10-QSB for
                                 the  fiscal  quarter  ended September
                                 30, 1997, and  incorporated herein by
                                 reference.

                      10.27      Agreement   for   the   Provision  of
                                 Corporate     Voice     Communication
                                 Services   between   EQUANT   Network
                                 Services, Inc. and  the Company dated
                                 September  4, 1997,  previously filed
                                 with  Form  10-QSB   for  the  fiscal
                                 quarter ended September 30, 1997, and
                                 incorporated herein by reference.

                      10.28      Master  Equipment Lease  Agreement by
                                 and    between   the    Company   and
                                 Forsythe/McArthur   Associates,  Inc.
                                 dated  October  31,  1997, previously
                                 filed with Form 10-QSB for the fiscal
                                 quarter ended September 30, 1997, and
                                 incorporated herein by reference.

                      10.29      Lease Schedule  A by  and between the
                                 Company     and     Forsythe/McArthur
                                 Associates,  Inc.  dated  October 30,
                                 1997, previously filed  with Form 10-
                                 QSB  for  the  fiscal  quarter  ended
                                 September 30,  1997, and incorporated
                                 herein by reference.

                      10.30      Carrier  Agreement  (800 Origination)
                                 dated   October  23,   1997   between 
                                 Operador  Protel,  S.A.  de  C.V. and 
                                 WorldPort  Communications,  Inc.,  as
                                 previously filed.

                      10.31      Service  Contract   dated November 12,
                                 1997  between  All American Cables and
                                 Radio,    Inc.      and      WorldPort 
                                 Communications,   Inc.,     previously 
                                 filed.

                      10.32      Commission Agreement dated November 12,
                                 1997  between  ARBITEL  and   WorldPort 
                                 Communications, Inc., previously filed.

                      10.33      Carrier Service Agreement, effective as
                                 of January 1, 1997, between Telenational
                                 Communications  Limited Partnership (the
                                 predecessor     to          Telenational 
                                 Communications,  Inc.,  a   wholly-owned 
                                 subsidiary  of WorldPort Communications, 
                                 Inc.)  and  Telenational  Communications 
                                 Dutschland    Limited       Partnership, 
                                 previously filed.

                       16.1      Letter  of  Schumacher  & Associates,
                                 Inc.,  Independent  Certified  Public
                                 Accountant,  previously  filed   with
                                 Form  8-K  dated  July  7, 1997,  and
                                 incorporated herein by reference.

                       22.1      Notice of Annual  and Special Meeting
                                 of  Shareholders and  Proxy Statement
                                 dated September  18, 1996, previously
                                 filed with Form 10-QSB for the fiscal
                                 quarter ended September 30, 1996, and
                                 incorporated herein by reference.

                       23.1      Consent   of  Arthur   Andersen  LLP,
                                 Independent Public Accountants previously
                                 filed with Form 10-KSB for the fiscal year
                                 ended December 31, 1997, and incorporated
                                 herein by reference.

                       27.1      Financial Data Schedule previously filed with 
                                 Form 10-KSB for the fiscal year ended December
                                 31, 1997, and incorporated herein by 
                                 reference.

  **Filed herewith.

  (b)  No Current Reports on Form 8-K were filed during the last quarter of the
  period covered by this Report.





                                    SIGNATURES


  Pursuant to the requirements of Section 13 of 15(d) of the Securities
  Exchange Act of 1934, the Company has duly caused this Report to be signed on
  its behalf by the undersigned, thereunto duly authorized.

  Dated this __th day of September, 1998

                                WORLDPORT COMMUNICATIONS, INC.



                                By   /s/  Phillip S. Magiera
                                    Phillip S. Magiera

                                    Chief Financial Officer and Secretary