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