CERTIFICATE OF INCORPORATION
                                       OF
                         WORLDPORT COMMUNICATIONS, INC.


                                   ARTICLE ONE

         The name of the corporation is WorldPort Communications, Inc.


                                   ARTICLE TWO

         The  address  of the  corporation's  registered  office in the State of
Delaware is Corporation  Trust Center,  1209 Orange Street,  City of Wilmington,
County of New Castle,  Delaware 19801.  The name of its registered agent at such
address is Corporation Trust Company.


                                  ARTICLE THREE

         The  purpose  of the  corporation  is to  engage in any  lawful  act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.


                                  ARTICLE FOUR

         The corporation shall have authority to issue shares as follows:

         A. Common Stock.   Sixty-Five  Million  (65,000,000)  shares  of common
stock, with par value at $.0001 per share, to be issued as and when the Board of
Directors shall determine.

         B. Preferred Stock. Ten Million (10,000,000) shares of Preferred Stock,
with par  value of  $.0001  per  share.  The  Board of  Directors  is  expressly
authorized  to provide for the issuance of all or any shares of Preferred  Stock
in one or more classes or series,  and to fix for each such class or series such
voting  powers,  full or limited,  or not voting  powers,  and such  distinctive
designations, preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof, as shall be
stated  and  expressed  in the  resolutions  adopted  by the Board of  Directors
providing  for the  issuance of such class or series and as may be  permitted by
Delaware General Corporation Law, including,  without limitation,  the authority
to provide  that any such class or series may be (i)  subject to  redemption  of
such  time or times  and at such  price or  prices;  (ii)  entitled  to  receive
dividends  (which may be cumulative or  non-cumulative)  at such rates,  on such
conditions, and at such times, and payable in preference to, or in such relation
to, the dividends  payable on any other class or classes or any other series; or
(iii) entitled to such rights upon the dissolution of, or upon any distribution
of the assets of, the Corporation, all as may be stated in such resolution or
resolutions. 

                                  ARTICLE FIVE

         The  Board of  Directors  of the  corporation  shall  have the power to
adopt, amend, and repeal any or all of the Bylaws of the corporation.

                                   ARTICLE SIX

         Meetings of the  stockholders  of the corporation may be held within or
without  the State of  Delaware,  as the  Bylaws may  provide.  The books of the
corporation  may be kept  (subject to any  provision  contained  in the Delaware
General  Corporation  Law) outside the State of Delaware at such place or places
as may be  designated  from  time to time by the  Board of  Directors  or in the
Bylaws of the corporation.

                                  ARTICLE SEVEN

         To the fullest extent permitted by Delaware General  Corporation Law as
the same exists or may hereafter be amended:  (i) a director shall not be liable
to the  corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary duty as a director,  (ii) the corporation shall indemnify,  defend and
hold  harmless  any and  all of its  existing  and  former  directors,  advisory
directors,  officers,  employees and agents from and against any and all losses,
claims,  damages,  expenses,  fees,  or  liabilities,  whether joint or several,
incurred  by  each of  them,  including  but  not  limited  to all  legal  fees,
judgments,  penalties or amounts paid in defense,  settlement or compromise, all
of which may arise or be incurred,  rendered,  or levied in any legal action, or
administrative proceeding brought or threatened against any of them by reason of
the fact that such  person is or was a  director,  advisory  director,  officer,
employee or agent of the corporation.

                                  ARTICLE EIGHT

         The name and mailing address of the incorporator is as follows:

                                Edward P. Mooney
                        100 California Street, Suite 1400
                             San Francisco, CA 94111


                                  ARTICLE NINE

         The initial  Board of Directors  of the  corporation  shall  consist of
three (3) person(s). The names and mailing address(es) of the person(s) to serve
as the initial director(s) are:

                                Edward P. Mooney
                       Maroon Bells Capital Partners, Inc.
                        100 California Street, Suite 1400
                             San Francisco, CA 94111

                                Jonathan Y. Hicks
                       Maroon Bells Capital Partners, Inc.
                          101 North Waukegan, Suite 930
                              Lake Bluff, IL 60044

                               Daniel P. McGinnis
                              14403 Fair Knoll Way
                                Houston, TX 77062


                                   ARTICLE TEN

         The corporation  reserves the right to amend, alter,  change, or repeal
any provision contained in this Certificate of Incorporation,  in the manner now
or hereafter prescribed by the Delaware General Corporation Law.


         I, THE UNDERSIGNED, for the purposes of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true.

DATED this  19th  day of September, 1996.



                                   /s/ Edward P. Mooney
                                                        Edward P. Mooney,
               Incorporator



                         WORLDPORT COMMUNICATIONS, INC.

                           CERTIFICATE OF DESIGNATION
                                       OF
                            SERIES A PREFERRED STOCK



                                By Resolution of
                             the Board of Directors
                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware


     The undersigned, being the duly elected, qualified and acting Secretary,
WorldPort Communications, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation, (the "Certificate of
Incorporation") and under the provisions of Section 151 of the General
Corporation Law of the State of Delaware, on  May 8, 1997 and July 24, 1997, the
Board of Directors adopted the following resolution fixing and determining the
rights, preferences, privileges and restrictions of a series of 750,000 shares
of Preferred Stock, $0.0001 par value ("Preferred Stock"), designated as Series
A Preferred Stock:

          "RESOLVED that, pursuant to the authority vested in the Board of
     Directors of the Corporation in accordance with the provisions of the
     Corporation's Certificate of Incorporation, a series of Preferred Stock of
     the Corporation be, and it hereby is, authorized and created, and that the
     designation and amount thereof and the voting powers, preferences and
     relative, participating, optional or other special rights of the shares of
     such series, and the qualifications, limitations or restrictions thereof
     are as follows:

     I.   Designation: Series, Amount and Ranking.  The shares of the series of
     Preferred Stock established hereby shall be designated "Series A Preferred
     Stock" (such shares being hereafter called the "Series A Preferred Stock"),
     and the number of shares constituting such series shall be 750,000 which
     shares shall have a par value of $0.0001 and a stated value of $2.25 per
     share (the "Stated Value").  The Series A Preferred Stock shall rank prior
     to the Corporation's Common Stock (the "Common Stock") as to the payment of
     dividends and distribution of assets upon liquidation, dissolution or
     winding up of the Corporation, whether voluntary or involuntary.

     II.  Dividends and Distributions.  

          (a)    The holders of shares of Series A Preferred Stock shall be
          entitled to receive, when, as and if declared by the Board of
          Directors out of funds legally available therefor, dividends in an
          amount equal to 8% of the Stated Value per annum ("Series A Preferred
          Dividends").  Series A Preferred Dividends may be paid in either cash
          or shares of Common Stock and shall be payable in arrears on such date
          established by the Board of Directors (each, a "Series A Dividend
          Payment Date").  

          (b)    Series A Preferred Dividends shall:

               (i)be payable to holders of record as they appear on the books of
               the Corporation or any transfer agent on a Series A Dividend
               Payment Date;

               (ii)be cumulative up to and including each Series A Dividend
               Payment Date and shall be deemed to have accrued on shares of
               Series A Preferred Stock from and after the date such shares are
               issued (the "Original Issue Date");

               (iii)accrue on a daily basis whether or not the Corporation shall
               have earnings or surplus at the time;

               (iv)be computed on the basis of a 360-day year comprised of
               twelve 30-day months

          (c)    Series A Preferred Dividends, whether or not declared, will
          cumulate (up to and including the date of payment thereof) until
          declared and paid, which declaration and payment may be for all or
          part of the then accumulated Series A Preferred Dividends.  Accrued
          but unpaid Series A Preferred Dividends shall not bear interest. 
          Series A Preferred Dividends shall cease to accrue in respect of
          Series A Preferred Stock on the date the Series A Preferred Stock is
          converted and upon the occurrence of a Liquidation (as defined
          herein).

          (d)    So long as any shares of Series A Preferred Stock shall be
          outstanding, no cash dividend shall be declared or paid or set apart
          for payment on any other series of stock ranking on a parity with the
          Series A Preferred Stock as to dividends ("Parity Stock"), unless
          there shall also be or have been declared and paid or set apart for
          payment on the Series A Preferred Stock, full cumulative Series A
          Preferred Dividends for all the Series A Preferred Stock.  

          (e)    In the event that full cumulative Series A Preferred Dividends
          have not been declared and paid or set apart for payment, the
          Corporation shall not declare or pay or set apart for payment any
          dividends or make any other distributions on, or make any payment on
          account of the purchase, redemption or other retirement of any other
          class of stock or series thereof of the Corporation ranking, as to
          dividends or as to distributions in the event of a liquidation,
          dissolution or winding up of the Corporation, junior to the Series A
          Preferred Stock ("Junior Stock") until full cumulative Series A
          Preferred Dividends shall have been paid or declared and set apart for
          payment; provided, however, that the foregoing shall not apply to (i)
          any dividend payable solely in any shares of any Junior Stock; or (ii)
          the acquisition of shares of any Junior Stock either (A) pursuant to
          any employee incentive or benefit plan or arrangement (including any
          employment agreement) of the Corporation or of any subsidiary of the
          Corporation heretofore or hereafter adopted or (B) in exchange solely
          for shares of any other Junior Stock.  The Corporation shall not
          permit any subsidiary of the Corporation to purchase or otherwise
          acquire any shares of capital stock of the Corporation unless the
          Corporation could, pursuant to this paragraph, purchase such shares at
          such time and in such manner.  The Series A Preferred Stock shall
          share ratably (on an as-if-converted basis as of the record date for
          such dividends) in any dividends or other distributions declared or
          set aside on any Junior Stock.

     III. Voting Rights.  

          (a)    Each holder of record of Series A Preferred Stock shall be
          entitled to vote on all matters submitted to a vote of the
          stockholders of the Corporation, voting together with the holders of
          Common Stock as a single class.  Each holder of record of each share
          of Series A Preferred Stock shall be entitled to that number of votes
          as is equal to the number of shares of Common Stock into which such
          share of Series A Preferred Stock could be converted on the record
          date for determining the stockholders entitled to vote.

          (b)    At all times during which at least 76,614 shares of Series A
          Preferred Stock are outstanding, the Corporation will not, without the
          approval of holders of at least a majority of the shares of Series A
          Preferred Stock then outstanding, voting together as a class, (A)
          issue any Series A Preferred Stock (except as such may be issued in
          payment of dividends on the Series A Preferred Stock) or any other
          securities which will, with respect to dividend rights or rights on
          liquidation, winding up and dissolution, rank senior to the Series A
          Preferred Stock, or any obligation or security convertible into or
          evidencing the right to purchase any securities senior to the Series A
          Preferred Stock; (B) alter, amend or repeal any provision of the
          Articles of Incorporation of the Corporation (including any such
          alteration, amendment or repeal effected by any merger or
          consolidation), if such amendment, alteration or repeal would alter or
          change the powers, preferences or special rights with respect to the
          shares of Series A Preferred Stock in a manner adverse to the holders
          thereof; (C) merge, consolidate or sell all or substantially all of it
          assets; or (D) alter, amend or modify this Section 3.

     IV.  Liquidation, Dissolution or Winding Up.  

          (a)    Upon any liquidation, dissolution, or winding up of the
          Corporation, whether voluntary or involuntary (a "Liquidation"),
          before any distribution or payment shall be made to the holders of any
          Junior Stock, the holders of Series A Preferred Stock shall be
          entitled to be paid out of the assets of the Corporation an amount per
          share of Series A Preferred Stock equal to the sum of the Stated Value
          plus all accrued but unpaid Series A Preferred Dividends (the
          "Liquidation Preference").

          (b)    After the payment of the full Liquidation Preference as set
          forth above, the remaining assets of the Corporation legally available
          for distribution, if any, shall be distributed ratably to the holders
          of the Series A Preferred Stock (on an as-if-converted basis as of the
          date of Liquidation) and the holders of the Junior Stock.

          (c)    Neither the merger or consolidation of the Corporation with or
          into any other corporation, nor the merger or consolidation of any
          other corporation with or into the Corporation, nor the sale, lease,
          exchange or other transfer of all of or any portion of the assets of
          the Corporation, shall be deemed to be a Liquidation for purposes of
          this Section 4.


     V.   Conversion.

          (a)    Optional Conversion.  Subject to and in compliance with the
          provisions of this Section 5, at any time, any shares of Series A
          Preferred Stock may, at the option of the holder, without any payment
          of consideration, be converted at any time into one (1) fully-paid and
          nonassessable share of Common Stock, subject to adjustment as provided
          in Section 5(d) below.  

          (b)    Mandatory Conversion of Series A Preferred.  Upon the earlier
          to occur of (i) the closing trade price of the Common Stock having
          averaged $7.00 or more for twenty (20) consecutive trading days on a
          national exchange of the United States or on the NASDAQ National
          Market System, if traded thereon, and (ii) the first date on which
          sixty percent (60%) of the Series A Preferred Stock has been converted
          into Common Stock, (each a "Conversion Event"), all shares of Series A
          Preferred shall be convertible into Common Stock at the Series A
          Preferred Stock Conversion Rate.  All shares of Series A Preferred
          Stock shall be deemed converted effective upon the occurrence of a
          Conversion Event, without requirement of any other action on the part
          of the Corporation or the holders of Series A Preferred Stock, and
          thereafter each certificate for Series A Preferred Stock outstanding
          shall be deemed to represent the number of shares of Common Stock into
          which it has been converted.  Nevertheless, each holder of Series A
          Preferred Stock shall thereafter surrender its certificates for shares
          of Series A Preferred Stock for conversion in accordance with
          Section 5(c) below.

          (c)    Mechanics of Conversion.  Each holder of Series A Preferred
          Stock who desires to convert its Series A Preferred Stock into shares
          of Common Stock shall surrender the certificate or certificates
          therefor, duly endorsed, at the office of the Corporation or any
          transfer agent for the Series A Preferred Stock, and shall give
          written notice to the Corporation at such office that such holder
          elects to convert the same.  Such notice shall state the number of
          shares of Series A Preferred Stock being converted.  Thereupon, the
          Corporation shall promptly issue and deliver at such office to such
          holder a certificate or certificates for the number of shares of
          Common Stock to which such holder is entitled and shall promptly pay
          in cash or, at the option of the Board of Directors in Common Stock
          (at the Common Stock's fair market value determined by the Board of
          Directors as of the date of such conversion), any accrued but unpaid
          Series A Preferred Dividends on the shares of Series A Preferred Stock
          being converted.  Such conversion shall be deemed to have been made at
          the close of business on the date of such surrender of the
          certificates representing the shares of Series A Preferred Stock to be
          converted, and the person entitled to receive the shares of Common
          Stock issuable upon such conversion shall be treated for all purposes
          as the record holder of such shares of Common Stock on such date.

          (d)    Adjustments for Stock Splits and Dividends.  In the event the
          Corporation shall, at any time or from time to time while any of the
          shares of Series A Preferred Stock are outstanding, (i) pay a dividend
          or make a distribution with respect to Common Stock in shares of
          Common Stock, (ii) subdivide or split its outstanding shares of Common
          Stock into a larger number of shares, or (iii) combine its outstanding
          shares of Common Stock into a smaller number of shares, in each case
          whether by reclassification of shares, recapitalization of the
          Corporation or otherwise, the Series A Preferred Stock Conversion
          Ratio in effect immediately prior thereto shall be adjusted by
          multiplying the Conversion Ratio by a fraction, the numerator of which
          is the number of shares of Common Stock outstanding immediately before
          such event, and the denominator of which is the number of shares of
          Common Stock outstanding immediately after such event.  Such
          adjustment shall become effective at the opening of business on the
          business day next following the record date for determination of
          stockholders entitled to receive such dividend or distribution in the
          case of a dividend or distribution, and shall become effective
          immediately after the effective date in case of a subdivision, split,
          combination or reclassification; and any shares of Common Stock
          issuable in payment of a dividend shall be deemed to have been issued
          immediately prior to the close of business on the record date for such
          dividend.

          (e)    Adjustments for Merger, etc.  If there shall occur a merger or
          consolidation of the Corporation with or into another entity, any
          merger or consolidation of another entity into the Corporation (other
          than a merger or consolidation that does not result in any conversion,
          exchange or cancellation of outstanding shares of Common Stock), any
          sale or transfer of all or substantially all of the assets of the
          Corporation or any compulsory share exchange that results in the
          conversion or exchange of the Common Stock into, or the right to
          receive, other securities or other property (whether of the
          Corporation or any other entity), then the Series A Preferred Stock
          will thereafter no longer be convertible into shares of Common Stock,
          but instead will be convertible into the kind and amount of securities
          or other property which the holder of such shares of Series A
          Preferred Stock would have owned immediately after such merger,
          consolidation, sale or share exchange if such shares of Series A
          Preferred Stock had been converted into shares of Common Stock
          immediately before the effective time of such merger, consolidation,
          sale or share exchange.  If this paragraph (e) applies, then no
          adjustment in respect of the same merger, consolidation, sale or share
          exchange shall be made pursuant to the other provisions of this
          Section 5.  In the event that at any time, as a result of an
          adjustment made pursuant to this paragraph (e), the Series A Preferred
          Stock shall become subject to conversion into any securities other
          than shares of Common Stock, thereafter the number of such other
          securities so issuable upon conversion of the shares of Series A
          Preferred Stock shall be subject to adjustment from time to time in a
          manner and on terms as nearly equivalent as practicable to the
          provisions contained in this Section 5.

          (f)    Fractional Shares.  No fractional shares of Common Stock shall
          be issued upon conversion of Series A Preferred Stock.  All shares of
          Common Stock (including fractions thereof) issuable upon conversion of
          more than one share of Series A Preferred Stock by a holder thereof
          shall be aggregated for purposes of determining whether the conversion
          would result in the issuance of any fractional share.  If, after the
          aforementioned aggregation, the conversion would result in the
          issuance of any fractional share, the Corporation shall, in lieu of
          issuing any fractional share, pay cash equal to the product of such
          fraction multiplied by the Common Stock's fair market value (as
          determined by the Board) on the date of conversion.

          (g)    Reservation of Stock Issuable Upon Conversion.  The Corporation
          shall at all times reserve and keep available out of its authorized
          but unissued shares of Common Stock, solely for the purpose of
          effecting the conversion of the shares of the Series A Preferred
          Stock, such number of its shares of Common Stock as shall from time to
          time be sufficient to effect the conversion of all outstanding shares
          of the Series A Preferred Stock.  If at any time the number of
          authorized by unissued shares of Common Stock shall not be sufficient
          to effect the conversion of all then outstanding shares of the Series
          A Preferred Stock, the Corporation will take such corporate action as
          may, in the opinion of its counsel, be necessary to increase its
          authorized but unissued shares of Common Stock to such number of
          shares as shall be sufficient for such purpose.

          (h)    Notices.  Any notice required by the provisions of this Section
          5 shall be in writing and shall be deemed effectively given:  (i) upon
          personal delivery to the party to be notified, (ii) when sent by
          confirmed telex or facsimile, (iii) seven (7) days after having been
          sent by registered or certified mail, return receipt requested,
          postage prepaid, or (iv) two (2) business day after deposit with a
          nationally recognized overnight courier, specifying next day delivery,
          with written verification of receipt.  All notices shall be addressed
          to the Corporation at its principle office and to each holder of
          record at the address of such holder appearing on the books of the
          Corporation.

          (i)    Payment of Taxes.  The Corporation will pay all taxes (other
          than taxes based upon income) and other governmental charges that may
          be imposed with respect to the issue or delivery of shares of Common
          Stock upon conversion of shares of Series A Preferred Stock, excluding
          any tax or other charge imposed in connection with any transfer
          involved in the issue and delivery of shares of Common Stock in a name
          other than that in which the shares of Series A Preferred Stock so
          converted were registered.

     1.That the number of shares of Series A Preferred Stock shall be 750,000.

     2.That none of the shares of Series A Preferred Stock has been issued.

                                      * * *

          The undersigned declares under penalty of perjury that the statements
contained in the foregoing certificate are true of his own knowledge and has
executed this certificate under the laws of the State of Delaware.


November 12, 1997



                                    /s/  Jonathan Y. Hicks        
                                   Jonathan Y. Hicks



                CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                                        OF
                       SERIES B CONVERTIBLE PREFERRED STOCK
                                        OF
                          WORLDPORT COMMUNICATIONS, INC.

                      Pursuant to Section 151 of the General
                     Corporation Law of the State of Delaware


            WorldPort Communications, Inc., a Corporation organized and
  existing under the General Corporation Law of the State of Delaware (the
  "Corporation"), in accordance with the provisions of Section 103 thereof, and
  pursuant to Section 151 thereof, DOES HEREBY CERTIFY:

       1.   That pursuant to the authority conferred upon the Board of
  Directors by the Certificate of Incorporation of the Corporation (the
  "Certificate of Incorporation") and under the provisions of Section 151 of
  the General Corporation Law of the State of Delaware, on March 3, 1998, the
  Board of Directors adopted the following resolution creating a series of
  preferred stock, $0.0001 par value per share ("Preferred Stock"), designated
  as Series B Convertible Preferred Stock:

            "RESOLVED that, pursuant to the authority vested in the Board of
       Directors of the Corporation in accordance with the provisions of the
       Corporation's Certificate of Incorporation, a series of Preferred Stock
       of the Corporation be, and it hereby is, authorized and created, and
       that the designation and amount thereof and the voting powers,
       preferences and relative, participating, optional or other special
       rights of the shares of such series, and the qualifications, limitations
       or restrictions thereof are as follows:

            Section 1.  Designation: Series, Amount and Ranking.  The shares of
       the series of Preferred Stock established hereby shall be designated
       "Series B Convertible Preferred Stock" (such shares being hereafter
       called the "Series B Preferred Stock"), and the number of shares
       constituting such series shall be 3,000,000 which shares shall have a
       par value of $0.0001 per share and a stated value of $5.36 per share
       (the "Stated Value").  The Series B Preferred Stock shall rank on a
       parity with the shares of Series A Preferred Stock and prior to the
       Corporation's Common Stock, as to the payment of dividends and
       distribution of assets upon liquidation, dissolution or winding up of
       the Corporation, whether voluntary or involuntary.

            Section 2.  Dividends and Distributions.  

                 (a)  The Corporation shall not declare or pay or set apart for
            payment any dividends or make any other distributions on, or make
            any payment on account of the purchase, redemption or other
            retirement of any other class of stock or series thereof of the
            Corporation ranking, as to dividends or as to distributions in the
            event of a liquidation, dissolution or winding up of the
            Corporation, junior to the Series B Preferred Stock, including the
            Corporation's Common Stock, (collectively, "Junior Stock") unless,
            prior to the payment of such dividends or other payments the
            Corporation first declares and pays a dividend equal to 7% of the
            Stated Value (the "Series B Preferred Dividends") to the holders of
            shares of the Series B Preferred Stock.  Notwithstanding anything
            to the contrary contained herein, the foregoing shall not apply to
            (i) any dividend payable solely in any shares of any Junior Stock;
            or (ii) the acquisition of shares of any Junior Stock either (A)
            pursuant to any employee incentive or benefit plan or arrangement
            (including any employment agreement) of the Corporation or of any
            subsidiary of the Corporation heretofore or hereafter adopted or
            (B) in exchange solely for shares of any other Junior Stock.  The
            Corporation shall not permit any subsidiary of the Corporation to
            purchase or otherwise acquire any shares of capital stock of the
            Corporation unless the Corporation could, pursuant to this
            paragraph, purchase such shares at such time and in such manner.  

                 (b)  Series B Preferred Dividends shall be paid in cash on or
            prior to the date dividends are paid on the corporation's Common
            Stock (the "Dividend Payment Date").  The Series B Preferred
            Dividends are not cumulative and no interest shall accrue with
            respect to the Series B Preferred Stock.

                 (c)  Series B Preferred Dividends shall be payable to holders
            of record as they appear on the books of the Corporation or any
            transfer agent on a Series B Dividend Payment Date.

                 (d)  No Series B Dividends shall be declared or paid or set
            apart for payment unless dividends have been or contemporaneously
            are declared or paid or set apart for payment on the Series A
            Preferred Stock or any other series of stock ranking on a parity
            with the Series B Preferred Stock as to dividends (collectively,
            "Parity Stock").  

                 Section 3.  Voting Rights.  

                 (a)  Each holder of record of Series B Preferred Stock shall
            be entitled to vote on all matters submitted to a vote of the
            stockholders of the corporation, voting together with the holders
            of Common Stock as a single class.  Each holder of record of each
            share of Series B Preferred Stock shall be entitled to that forty
            (40) votes per share of Series B Preferred Stock.

                 (b)  At all times during which at least 1,000,000 shares of
            Series B Preferred Stock are outstanding, the corporation will not,
            without the approval of holders of at least a majority of the
            shares of Series B Preferred Stock then outstanding, voting
            together as a class, (A) issue any securities which will, with
            respect to dividend rights or rights on liquidation, winding up and
            dissolution, rank senior to the Series B Preferred Stock, or any
            obligation or security convertible into or evidencing the right to
            purchase any securities senior to the Series B Preferred Stock; (B)
            alter, amend or repeal any provision of the Certificate of
            Incorporation of the corporation (including any such alteration,
            amendment or repeal effected by any merger or consolidation), if
            such amendment, alteration or repeal would alter or change the
            powers, preferences or special rights with respect to the shares of
            Series B Preferred Stock in a manner adverse to the holders
            thereof; or (C) alter, amend or modify this Section 3.

                 Section 4.  Liquidation, Dissolution or Winding Up.  

                 (a)  Upon any liquidation, dissolution, or winding up of the
            Corporation, whether voluntary or involuntary (a "Liquidation"),
            before any distribution or payment shall be made to the holders of
            any Junior Stock, the holders of Series B Preferred Stock shall be
            entitled to be paid out of the assets of the Corporation an amount
            per share of Series B Preferred Stock equal to the sum of $5.36
            plus all declared but unpaid Series B Preferred Dividends (the
            "Liquidation Preference").  After the payment of the full
            Liquidation Preference, the holders of the Series B Preferred Stock
            shall not be entitled to any further participation in any
            distribution of assets of the Corporation.

                 (b) Neither the merger or consolidation of the Corporation
            with or into any other corporation, nor the merger or consolidation
            of any other corporation with or into the Corporation, nor the
            sale, lease, exchange or other transfer of all of or any portion of
            the assets of the Corporation, shall be deemed to be a Liquidation
            for purposes of this Section 4.

                 (c)  If upon any Liquidation the Liquidation Preference is not
            paid in full to all holders of Series B Preferred Stock, the
            holders of Series B Preferred Stock shall share ratably in any such
            distribution with all holders of Series A Preferred Stock or shares
            of other preferred stock ranking on a parity with the shares of
            Series B Preferred Stock as to the distribution of assets, in
            proportion to the full distributable amounts to which holders of
            all such parity shares are entitled upon such distribution of
            assets.

                 Section 5.  Conversion.

                 (a)  Optional Conversion.  Subject to and in compliance with
            the provisions of this Section 5, any shares of Series B Preferred
            Stock may, at the option of the holder and without any payment of
            consideration, be converted at any time into fully-paid and
            nonassessable shares of Common Stock.  

                 In the event that a holder of Series B Preferred Stock desires
            to convert its Series B Preferred Stock into shares of Common
            Stock, such holder shall surrender the certificate of certificates
            therefor, duly endorsed, at the office of the Corporation or any
            transfer agent for the Series B Preferred Stock, and shall give
            written notice to the Corporation at such office that such holder
            elects to convert the same.  Such notice shall state the number of
            shares of Series B Preferred Stock being converted. Thereupon, the
            Corporation shall promptly issue and deliver at such office to such
            holder a certificate or certificates for the number of shares of
            Common Stock to which such holder is entitled and shall promptly
            pay in cash or, to the extent sufficient funds are not then legally
            available therefor, in Common Stock (at the Common Stock's fair
            market value determined by the Board of Directors as of the date of
            such conversion), any declared but unpaid Series B Preferred
            Dividends on the shares of Series B Preferred Stock being
            converted.  Such conversion shall be deemed to have been made at
            the close of business on the date of such surrender of the
            certificates representing the shares of Series B Preferred Stock to
            be converted, and the person entitled to receive the shares of
            Common Stock issuable upon such conversion shall be treated for all
            purposes as the record holder of such shares of Common Stock on
            such date.

                 (b)  Mandatory Conversion.  Upon the conversion of at least
            70% of the Series B Preferred Stock originally issued by the
            Corporation, each outstanding share of Series B Preferred Stock
            shall, without any action on the part of the Corporation or the
            holders of Series B Preferred Stock, be automatically converted
            into shares of Common Stock.  All such outstanding shares of Series
            B Preferred Stock shall be deemed converted effective upon the date
            on which at least 70% of the originally issued Series B Preferred
            Stock is converted, and thereafter each certificate for Series B
            Preferred Stock outstanding shall be deemed to represent the number
            of shares of Common Stock into which it has been converted. 
            Nevertheless, each holder of Series B Preferred Stock shall
            thereafter surrender its certificates for shares of Series B
            Preferred Stock for conversion in accordance with Section 5(a)
            above.

                 (c)  Conversion Rate.  The number of shares of Common Stock to
            which a holder of Series B Preferred Stock shall be entitled upon
            conversion (whether optional or mandatory) shall be the product
            obtained by multiplying the "Series B Preferred Stock Conversion
            Rate" then in effect (determined as provided in Section 5(d)) by
            the number of shares of Series B Preferred Stock being converted. 
            The conversion rate in effect at any time for conversion of the
            Series B Preferred Stock (the "Series B Preferred Stock Conversion
            Rate") shall be the quotient obtained by dividing $5.36 by the
            "Series B Preferred Stock Conversion Price." 

                 (d)  Conversion Price.  The conversion price (the "Series B
            Preferred Stock Conversion Price") for the Series B Preferred Stock
            shall initially be $1.34.  The Series B Preferred Stock Conversion
            Price shall be adjusted from time to time in accordance with this
            Section 5.  All references to the Series B Preferred Stock
            Conversion Price herein shall mean the such conversion price as so
            adjusted from time to time.

                 (e)  Series B Preferred Stock No Longer Outstanding.  Upon
            conversion, of shares of Series B Preferred Stock, such shares
            shall no longer be deemed to be outstanding and all rights of the
            holders thereof as Series B Preferred Stockholders of the
            Corporation shall cease.  

                 (f)  Adjustments for Stock Splits and Dividends.  In the event
            the Corporation shall, at any time or from time to time while any
            of the shares of Series B Preferred Stock are outstanding, (i) pay
            a dividend or make a distribution with respect to Common Stock in
            shares of Common Stock, (ii) subdivide or split its outstanding
            shares of Common Stock into a larger number of shares, or (iii)
            combine its outstanding shares of Common Stock into a smaller
            number of shares, in each case whether by reclassification of
            shares, recapitalization of the Corporation or otherwise, the
            Series B Preferred Stock Conversion Price in effect immediately
            prior thereto shall be adjusted by multiplying the Series B
            Preferred Stock Conversion Price by a fraction, the numerator of
            which is the number of shares of Common Stock outstanding
            immediately before such event, and the denominator of which is the
            number of shares of Common Stock outstanding immediately after such
            event.  Such adjustment shall become effective at the opening of
            business on the Business Day next following the record date for
            determination of stockholders entitled to receive such dividend or
            distribution in the case of a dividend or distribution, and shall
            become effective immediately after the effective date in case of a
            subdivision, split, combination or reclassification; and any shares
            of Common Stock issuable in payment of a dividend shall be deemed
            to have been issued immediately prior to the close of business on
            the record date for such dividend.

                 (g)  Adjustments for Merger, etc.  If there shall occur a
            merger or consolidation of the Corporation with or into another
            entity, any merger or consolidation of another entity into the
            Corporation (other than a merger or consolidation that does not
            result in any conversion, exchange or cancellation of outstanding
            shares of Common Stock), any sale or transfer of all or
            substantially all of the assets of the Corporation or any
            compulsory share exchange that results in the conversion or
            exchange of the Common Stock into, or the right to receive, other
            securities or other property (whether of the Corporation or any
            other entity), then the Series B Preferred Stock will thereafter no
            longer be convertible into shares of Common Stock, but instead will
            be convertible into the kind and amount of securities or other
            property which the holder of such shares of Series B Preferred
            Stock would have owned immediately after such merger,
            consolidation, sale or share exchange if such shares of Series B
            Preferred Stock had been converted into shares of Common Stock
            immediately before the effective time of such merger,
            consolidation, sale or share exchange.  If this paragraph (g)
            applies, then no adjustment in respect of the same merger,
            consolidation, sale or share exchange shall be made pursuant to the
            other provisions of this Section.  In the event that at any time,
            as a result of an adjustment made pursuant to this paragraph (g),
            the Series B Preferred Stock shall become subject to conversion
            into any securities other than shares of Common Stock, thereafter
            the number of such other securities so issuable upon conversion of
            the shares of Series B Preferred Stock shall be subject to
            adjustment from time to time in a manner and on terms as nearly
            equivalent as practicable to the provisions contained in this
            Section 5.

                 (h)  Fractional Shares.  No fractional shares of Common Stock
            shall be issued upon conversion of Series B Preferred Stock.  All
            shares of Common Stock (including fractions thereof) issuable upon
            conversion of more than one share of Series B Preferred Stock by a
            holder thereof shall be aggregated for purposes of determining
            whether the conversion would result in the issuance of any
            fractional share.  If, after the aforementioned aggregation, the
            conversion would result in the issuance of any fractional share,
            the Corporation shall, in lieu of issuing any fractional share, pay
            cash equal to the product of such fraction multiplied by the Common
            Stock's fair market value (as determined by the Board) on the date
            of conversion.

                 (i)  Reservation of Stock Issuable Upon Conversion.  The
            Corporation shall at all times reserve and keep available out of
            its authorized but unissued shares of Common Stock, solely for the
            purpose of effecting the conversion of the shares of the Series B
            Preferred Stock, such number of its shares of Common Stock as shall
            from time to time be sufficient to effect the conversion of all
            outstanding shares of the Series B Preferred Stock.  If at any time
            the number of authorized but unissued shares of Common Stock shall
            not be sufficient to effect the conversion of all then outstanding
            shares of the Series B Preferred Stock, the Corporation will take
            such corporate action as may, in the opinion of its counsel, be
            necessary to increase its authorized but unissued shares of Common
            Stock to such number of shares as shall be sufficient for such
            purpose.

                 (j)  Payment of Taxes.  The Corporation will pay all taxes
            (other than taxes based upon income) and other governmental charges
            that may be imposed with respect to the issue or delivery of shares
            of Common Stock upon conversion of shares of Series B Preferred
            Stock, excluding any tax or other charge imposed in connection with
            any transfer involved in the issue and delivery of shares of Common
            Stock in a name other than that in which the shares of Series B
            Preferred Stock so converted were registered.


                 Section 7.  Notices.  

                 Any notice required by the provisions hereof shall be in
            writing and shall be deemed effectively given:  (i) upon personal
            delivery to the party to be notified, (ii) when sent by confirmed
            telex or facsimile, (iii) five (5) days after having been sent by
            registered or certified mail, return receipt requested, postage
            prepaid, or (iv) one (1) day after deposit with a nationally
            recognized overnight courier, specifying next day delivery, with
            written verification of receipt.  All notices shall be addressed to
            the Corporation at its principle office and to each holder of
            record at the address of such holder appearing on the books of the
            Corporation.


                                       * * *

            IN WITNESS WHEREOF, WorldPort Communications, Inc. has caused this
  Certificate of Designations, Preferences and Rights to be duly executed by
  its Chairman and Chief Executive Officer and attested by its Secretary, this
  ___ day of March, 1998.



                                WORLDPORT COMMUNICATIONS, INC.



                                By:                                             
              
                                     Paul A. Moore 
                                     Chairman and Chief Executive Officer

  ATTEST:


                                              
  Phillip S. Magiera, Secretary