ITC DELTACOM INC
S-3/A, 2000-04-27
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>


  As filed with the Securities and Exchange Commission on April 27, 2000

                                                 Registration No. 333-34372
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                --------------

                              AMENDMENT NO. 1

                                    TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                --------------
                               ITC/\DELTACOM, INC.
             (Exact name of registrant as specified in its charter)
                                --------------
        Delaware                     4813                    58-2301135
     (State or other           (Primary Standard          (I.R.S. Employer
     jurisdiction of              Industrial           Identification Number)
    incorporation or          Classification Code
      organization)                 Number)
                            1791 O.G. Skinner Drive
                           West Point, Georgia 31833
                                 (706) 385-8000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                                --------------
                                Andrew M. Walker

                   President and Chief Executive Officer
                               ITC/\DeltaCom, Inc.
                            1791 O.G. Skinner Drive
                           West Point, Georgia 31833
                                 (706) 385-8000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   Copies to:
                            Richard J. Parrino, Esq.
                               John F. Gaul, Esq.
                             Hogan & Hartson L.L.P.

                           8300 Greensboro Drive
                             McLean, Virginia 22102
                                 (703) 610-6200
  Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
                                --------------
  If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
  If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
                                --------------
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 Title of each class of    Proposed amount  Proposed maximum  Maximum aggregate
    securities to be             to             price per         offering          Amount of
     registered(1)        be registered(2)      security         price(2)(3)    registration fee
- ------------------------------------------------------------------------------------------------
<S>                       <C>               <C>               <C>               <C>
Common Stock, par value
 $0.01 per share........       (4)(5)              (4)               (4)
Preferred Stock, par
 value $0.01 per share..       (4)(5)              (4)               (4)
Depositary Shares,
 representing Preferred
 Stock..................       (4)(5)              (4)               (4)
Warrants(6).............       (4)(5)              (4)               (4)
Stock Purchase Contracts
 and Stock Purchase
 Units(7)...............       (4)(5)              (4)               (4)
Subscription Rights(8)..       (4)(5)              (4)               (4)
- ------------------------------------------------------------------------------------------------
Total...................   $126,787,500(5)         (4)         $126,787,500(9)     $33,472(10)
- ------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
 (1) The securities covered by this registration statement may be sold or
     otherwise distributed separately, together or as units with other
     securities covered by this registration statement. This registration
     statement covers offers, sales and other distributions of the securities
     listed in this table from time to time at prices to be determined, as well
     as shares of preferred stock distributable upon the termination of a
     deposit arrangement for depositary shares so offered or sold, and shares
     of common stock issuable upon the exchange or conversion of shares of
     preferred stock so offered or sold that are exchangeable for or
     convertible into shares of common stock or upon the exercise of common
     stock, preferred stock or depositary share warrants or rights so offered,
     sold or distributed. This registration statement also covers shares of
     preferred stock, depositary shares, shares of common stock, warrants and
     rights that may be offered or sold under delayed delivery contracts
     pursuant to which the counterparty may be required to purchase such
     securities, as well as such contracts themselves. Such contracts would be
     issued with the shares of preferred stock, depositary shares, shares of
     common stock, warrants and/or rights.
 (2) In U.S. dollars or the equivalent thereof for any security denominated in
     one or more, or units of two or more, foreign currencies or composite
     currencies based on the exchange rate at the time of sale.
 (3) Estimated solely for purposes of calculating the registration fee under
     Rule 457.
 (4) Omitted pursuant to General Instruction II.D of Form S-3 under the
     Securities Act of 1933, as amended.

 (5) Pursuant to Rule 429 of the Securities Act of 1933, as amended, the
     prospectus included in this registration statement also relates to
     $173,212,500 registered on Form S-3, Registration No. 333-75635, which
     amount remains unissued and for which a fee of $48,153 was previously
     paid.

 (6) The warrants covered by this registration statement may be preferred stock
     warrants, depositary share warrants or common stock warrants.

 (7) Stock Purchase Contracts and Stock Purchase Units with respect to Common
     Stock or Preferred Stock.

 (8) Subscription rights evidencing the right to purchase Common Stock,
     Preferred Stock, Depositary Shares or Warrants.

 (9) The aggregate maximum offering price of all securities issued under this
     registration statement will not exceed $126,787,500. No separate
     consideration will be received for shares of preferred stock or common
     stock that are issued upon conversion or exchange of shares of preferred
     stock or depositary shares registered hereunder or for shares of preferred
     stock distributed upon termination of a deposit arrangement for depositary
     shares.

(10) Calculated under Rule 457(o) of the rules and regulations under the
     Securities Act of 1933, as amended. Previously paid.

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

<PAGE>

PROSPECTUS

                               $300,000,000


                             [LOGO OF ITC/\DELTACOM]

               Common Stock, Preferred Stock, Depositary Shares,
      Warrants, Subscription Rights, Stock Purchase Contracts to Purchase
            Common Stock or Preferred Stock and Stock Purchase Units

  By this prospectus, we may offer, from time to time, in one or more series or
classes the following securities:

<TABLE>
   <S>                               <C>
   . shares of our common stock,     . warrants exercisable for our common
                                       stock, preferred stock or depositary
                                       shares,

   . shares of our preferred stock,  . subscription rights evidencing the
                                       right to purchase any of the above
                                       securities, and

   . shares of our preferred stock   . stock purchase contracts to purchase
     represented                       common stock or preferred stock and
     by depositary shares,             stock purchase units.
</TABLE>

  The aggregate initial offering price of these "offered securities" that we
may issue will not exceed $300,000,000.

  We may offer the offered securities in amounts, at prices and on terms
determined at the time of the offering. We will provide you with specific terms
of the applicable offered securities in supplements to this prospectus.

  Our common stock is listed for trading on The Nasdaq Stock Market's National
Market under the symbol "ITCD." On April 26, 2000, the last reported sale price
of our common stock on The Nasdaq National Market was $31.19.

  You should read this prospectus and any supplement carefully before you
decide to invest. This prospectus may not be used to consummate sales of the
offered securities unless it is accompanied by a prospectus supplement
describing the method and terms of the offering of those offered securities.

  Investing in the offered securities involves risks. See "Risk Factors"
beginning on page 1 of this prospectus.

                               ----------------

  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these offered securities or
determined if this prospectus is truthful or complete. It is illegal for any
person to tell you otherwise.

                               ----------------

              The date of this prospectus is April 27, 2000.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
                                  Prospectus
Risk Factors.............................................................   1
Cautionary Note Regarding Forward-Looking Statements.....................  12
About This Prospectus....................................................  13
Where You Can Find More Information......................................  14
About ITC/\DeltaCom......................................................  15
Use of Proceeds..........................................................  17
ERISA Matters............................................................  17
Ratio of Earnings to Combined Fixed Charges and Preferred Stock
 Dividends...............................................................  18
Description of Common Stock..............................................  19
Description of Preferred Stock...........................................  22
Description of Depositary Shares.........................................  26
Description of Warrants..................................................  30
Description of Stock Purchase Contracts to Purchase Common Stock or
 Preferred Stock and Stock Purchase Units................................  31
Description of Subscription Rights.......................................  32
Plan of Distribution.....................................................  33
Legal Matters............................................................  35
Experts..................................................................  35
</TABLE>

                               ----------------

  If it is against the law in any state to make an offer to sell the
securities, or to solicit an offer from someone to buy the securities, then
this prospectus does not apply to any person in that state, and no offer or
solicitation is made by this prospectus to any such person.

  You should rely only on the information contained or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone
to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. You should
assume that the information appearing in this prospectus or any supplement is
accurate only as of the date on the front cover of those documents.

                                      (i)
<PAGE>

                                  RISK FACTORS

  ITC/\DeltaCom is a full-service provider of integrated voice and data
telecommunications services on a retail basis to mid-sized and major regional
businesses in the southern United States. We refer to this business segment as
our "retail services" segment. We are also a leading regional provider of
wholesale long-haul services to other telecommunications companies. We refer to
this business segment, formerly called our "carriers' carrier services"
segment, as our "broadband transport services" segment. In February 2000, we
announced the creation of a new business to be operated as e/\DeltaCom. We
expect that e/\DeltaCom will enable us to extend and enhance our current data
and Internet access services by offering customers collocation and Web server
hosting services integral to operating business-critical applications over the
Internet. In connection with these businesses, we own, operate and manage an
extensive fiber optic network in the southern United States. A more detailed
description of our business may be found under the caption "About ITC/\DeltaCom"
in this prospectus and in our Annual Report on Form 10-K for the year ended
December 31, 1999, which we filed with the Securities and Exchange Commission
on March 30, 2000. See "Where You Can Find More Information" for information on
how to obtain a copy of the Annual Report.

  In addition to the other information contained and incorporated by reference
in this prospectus, you should carefully consider the following risk factors
relating to ITC/\DeltaCom and our common stock before purchasing the offered
securities.

We expect to continue to have operating losses and negative cash flow after
capital expenditures, which may result in our failure to meet our working
capital and debt service requirements.

  As we have implemented our business strategy to expand our telecommunications
service offerings, expand our fiber optic network and enter new markets, we
have experienced operating losses and negative cash flow after capital
expenditures. We expect this will continue during the next several years as we
continue to expand our business and make substantial capital expenditures. In
addition, we cannot assure you that we will achieve or sustain operating
profitability or positive net cash flow at any time after that period. If we
cannot achieve or sustain operating profitability and positive net cash flow,
we may not be able to obtain the funds necessary to continue our operations or
to repay amounts due on our outstanding indebtedness.

We may not have, or be able to obtain, the significant amounts of capital that
we need to expand our network, operations and services as currently planned.

  We need significant capital to expand our network, operations and services
according to our business plans. Our current business plans require us to
continue to make significant capital expenditures primarily in connection with
the accelerated expansion of our fiber optic network and our retail services
segment. During 1999, we made capital expenditures of approximately $166
million. We currently estimate that our capital expenditures in 2000 for our
historical lines of business will total approximately $235 million to $245
million and for our new line of business, to be operated through e/\DeltaCom,
will be approximately $65 million. In addition, we expect to make substantial
capital expenditures after 2000, which may be even more significant than those
in previous periods. If we do not have access to the capital that we require or
if our estimates are inaccurate, we will need to change our business plans.
This could have a material adverse effect on our business, results of
operations and financial condition.

  Our planned capital expenditures primarily will be for:

  .  continued development and construction of our fiber optic network,
     including transmission equipment;

  .  continued addition of facilities-based local telephone service to our
     bundle of integrated telecommunications services, including acquisition
     and installation of switches and related equipment;


                                       1
<PAGE>

  .  the addition of switching capacity, electrical equipment and additional
     collocation space in connection with the expansion of our provision of
     local telecommunications services to Internet service providers, or
     ISPs;

  .  market expansion; and

  .  infrastructure enhancements, principally for information systems.

  If our estimates of the capital resources available to us are not accurate
for any reason, we cannot assure you that we will be able to obtain any
additional funds on favorable terms, or at all. Our inability to obtain such
funds, if necessary, could have a material adverse effect on our business,
results of operations and financial condition.

  The actual amount and timing of our future capital requirements may differ
substantially from our estimate due to factors such as:

  .  regulatory, technological or competitive developments;

  .  unforeseen delays;

  .  cost overruns;

  .  changes in demand for our services; and

  .  new market developments and opportunities.

We have significant debt and we may be unable to service that debt.

  We have significant debt. As of December 31, 1999, we had indebtedness of
$516.9 million and stockholders' equity of $218.2 million. For the year ended
December 31, 1999, as adjusted to reflect our issuance of $100 million
principal amount of 4 1/2% convertible subordinated notes in May 1999, as if
that issuance had occurred on January 1, 1999, our earnings were insufficient
to cover our fixed charges by $56.6 million and EBITDA, as adjusted, less
capital expenditures and interest expense, was negative $183.3 million. EBITDA,
as adjusted, represents earnings before extraordinary item, preacquisition
(earnings) loss, other income (expense), net interest, income taxes,
depreciation and amortization. EBITDA, as adjusted, is not a measure of
financial performance under accounting principles generally accepted in the
United States and should not be considered an alternative to net income as a
measure of performance or to cash flows as a measure of liquidity. EBITDA, as
adjusted, is provided because it is a measure commonly used in the industry.

  To be able to meet our debt service requirements, we must successfully
implement our business strategy. Therefore, we will need to:

  .  expand our network;

  .  obtain and retain a significant number of customers; and

  .  experience significant and sustained growth in our cash flow.

We cannot assure you that we will successfully implement our business strategy
or that we will be able to generate sufficient cash flow from operating
activities to meet our debt service obligations and working capital
requirements. Our ability to meet our obligations will be dependent upon our
future performance, which will be subject to prevailing economic conditions and
to financial, business and other factors.

Our current indebtedness contains restrictive covenants that place limits on
our business activities.

  We are subject to restrictions under the indentures pursuant to which we
issued our publicly traded notes and under our $160 million senior secured
credit facility. These restrictions affect and, in certain cases, significantly
limit or prohibit, among other things, our ability and the ability of our
subsidiaries to incur additional indebtedness, create liens, make investments,
issue capital stock and sell assets. Our senior note

                                       2
<PAGE>


indentures restrict our ability to incur indebtedness, other than indebtedness
to finance the acquisition of equipment, inventory or network assets and other
specified indebtedness, by requiring compliance with specified leverage ratios.
Our senior secured credit facility also contains restrictions on our ability to
incur indebtedness.

  The amount of debt we have could adversely affect us in a number of ways,
including by:

  .  limiting our ability to obtain any necessary financing in the future for
     working capital, capital expenditures, debt service requirements or
     other purposes;

  .  limiting our flexibility in planning for, or reacting to, changes in our
     business;

  .  placing us at a competitive disadvantage relative to our competitors who
     have lower levels of debt;

  .  making us more vulnerable to a downturn in our business or the economy
     generally; and

  .  requiring us to use a substantial portion of our cash flow from
     operations to pay principal and interest on our debt, instead of
     contributing those funds to other purposes, such as working capital and
     capital expenditures.

We may not be able to manage our growth successfully.

  The expansion and development of our business will depend upon, among other
things, our ability to:

  .  successfully implement our sales and marketing strategy;

  .  evaluate markets;

  .  design fiber routes;

  .  secure financing;

  .  install facilities;

  .  acquire rights of way;

  .  obtain any required government authorizations;

  .  interconnect to, and collocate with, facilities owned by incumbent local
     exchange carriers; and

  .  obtain appropriately priced unbundled network elements and wholesale
     services from the incumbent local exchange carriers.

  Our inability to manage our growth effectively could have a material adverse
effect on our business, results of operations and financial condition. We must
accomplish the foregoing tasks in a timely manner, at reasonable cost and on
satisfactory terms and conditions. Our rapid growth, particularly in the
provision of Retail Services, has placed, and the growth we anticipate in our
other services may in the future also place, a significant strain on our
administrative, operational and financial resources. Our ability to continue to
manage our growth successfully will require us to enhance our operational,
management, financial and information systems and controls, and to hire and
retain qualified sales, marketing, administrative, operating and technical
personnel. We cannot assure you that we will be able to do so. In addition, as
we increase our service offerings and expand our targeted markets, there will
be additional demands on customer support, sales and marketing, administrative
resources and network infrastructure. These demands will be intensified if we
continue to accelerate our expansion plans.

                                       3
<PAGE>


Development and expansion of our business, including through acquisitions, is
subject to regulatory and market risks.

  The successful implementation of our business strategy to provide an
integrated bundle of telecommunications services and expand our operations will
be subject to a variety of risks, including the following:

  .  competition and pricing;

  .  the availability of capital on favorable terms;

  .  regulatory uncertainties;

  .  operating and technical problems;

  .  the need to establish and maintain interconnection and collocation
     arrangements with incumbent local exchange carriers in our target
     markets; and
  .  the potential difficulties of offering local exchange services.

  In addition, the expansion of our business may involve acquisitions of other
telecommunications businesses and assets that, if made, could divert our
resources and management time and could require integration with our existing
operations. We cannot assure you that any acquisitions could be successfully
integrated into our operations or that any acquired business will perform as
expected. Our failure to implement our expansion and growth strategy
successfully would have a material adverse effect on our business, results of
operations and financial condition.

Our business is subject to significant competitive pressures.

  Our industry is highly competitive and the level of competition, particularly
with respect to pricing, is increasing. For example, prices for long distance
services and for data transmission services have declined substantially in
recent years. These prices are expected to continue to decline, which will
adversely affect our gross margins as a percentage of revenues. In addition,
many of our existing and potential competitors have financial, technical and
other resources and customer bases and name recognition far greater than our
own. We cannot assure you that we will be able to achieve or maintain adequate
market share or revenues, or compete effectively in any of our markets.

  .  We face intense competition from incumbent local exchange carriers,
     especially BellSouth Telecommunications, Inc.

    Our local telephone services and intraLATA long distance services,
    which are long distance telephone services that originate and terminate
    in the same Local Access and Transport Area, are substantially similar
    to those offered by the incumbent local exchange carriers serving the
    markets that we serve or plan to serve. BellSouth is the incumbent
    local exchange carrier and a particularly strong competitor in most of
    those markets. BellSouth and other incumbent local exchange carriers
    already have relationships with every customer. These carriers may be
    able to subsidize services of the type we offer from service revenues
    not subject to effective competition, which could result in even more
    intense price competition. In addition, successful implementation of
    our business plan for provision of local telephone services is
    dependent on our ability to obtain local loop and other services and
    facilities from BellSouth. We expect that competition from BellSouth in
    the provision of local telephone services will continue to be intense.
    By impeding, hindering or delaying provision of services and facilities
    to us, BellSouth could inhibit or prevent us from providing local
    telephone service to our customers, which would place us at a
    substantial competitive disadvantage.

  .  Other competitors and technologies in our industries may further
     increase competition

    Providers of long distance services and wholesale long-haul
    services. We compete with long distance carriers in the provision of
    interLATA long distance services, which are long distance

                                       4
<PAGE>


    services that originate and terminate in different Local Access and
    Transport Areas, and wholesale long-haul services. The three major long
    distance carriers are AT&T Corp., MCI WorldCom, Inc. and Sprint
    Corporation. Other companies operate or are building networks in the
    southern United States and other geographic areas. Our other
    competitors in the long distance services and wholesale long-haul
    services markets include or are likely to include Regional Bell
    Operating Companies, or RBOCs, providing out-of-region and, with the
    future removal of regulatory barriers, in-region long distance
    services, other competitive local exchange carriers, microwave and
    satellite carriers, and private networks owned by large end-users. We
    also compete with direct marketers, equipment vendors and installers,
    and telecommunications management companies with respect to various
    portions of our business.

    Wireless providers.  In the future, providers of wireless services may
    offer products that increasingly become a substitute for, rather than
    only a supplement to, a customer's wireline communications services.
    Competition with providers of wireless telecommunications services may
    be intense. Many of our potential wireless competitors have
    substantially greater financial, technical, marketing, sales,
    manufacturing and distribution resources than we do. In recent years,
    the Federal Communications Commission, or FCC, has made additional
    spectrum available through public auction for use in wireless
    communications, including broadband local loops.

    New transmission technologies. We also may increasingly face
    competition from companies offering long distance data and voice
    services over the Internet. Such companies could enjoy a significant
    cost advantage because they do not currently pay carrier access charges
    or universal service fees. Other competitors are also deploying new
    transmission technologies in their networks to upgrade capacity and
    reduce costs as well as deploying other advanced networks.

    Competitive local exchange carriers. We will face competition in the
    markets in which we operate from one or more competitive local exchange
    carriers operating fiber optic networks, in some cases in conjunction
    with the local cable television operator. AT&T, MCI WorldCom, Sprint
    and others have begun to offer local telecommunications services,
    either directly or in conjunction with other competitive local exchange
    carriers in certain locations, and are expected to expand that activity
    as opportunities created by the Telecommunications Act of 1996 develop.
    BellSouth has announced plans to provide local service in areas of its
    region where it is not the incumbent local exchange carrier, and to
    establish its own less regulated "competitive local exchange carrier"
    subsidiaries. In connection with those plans, BellSouth has proceeded
    to file tariffs with some state regulatory authorities.

  .  Business combinations and strategic alliances may increase competition

    A continuing trend toward business combinations and strategic alliances
    in the telecommunications industry may further increase competition.
    These types of strategic alliances and business combinations could put
    us at a significant competitive disadvantage.

  .  Recent legislation and regulation may also increase competition

    Long distance services. The Telecommunications Act of 1996 creates the
    foundation for increased competition in the long distance market from
    the incumbent local exchange carriers. Such competition could affect
    the successful implementation of our business plans. For example, some
    provisions of the Telecommunications Act eliminate previous
    prohibitions on the provision of both retail and wholesale interLATA
    long distance services by the RBOCs, subject to compliance by these
    companies with requirements set forth in the Telecommunications Act and
    implemented by the FCC. Although the FCC has rejected several RBOC
    applications to provide interLATA services, including applications from
    BellSouth covering the states of South Carolina and Louisiana, it
    recently granted the application of Bell Atlantic to provide interLATA
    service in New York, and it is currently considering whether to grant
    the application of SBC Communications, Inc. for authority in Texas.
    BellSouth is actively pursuing favorable state-level approval in
    Georgia with the goal of obtaining

                                       5
<PAGE>


    FCC approval in early 2000 to provide interLATA services in that state.
    BellSouth is also at various stages of the approval process in other
    states in its region, and it is possible that interLATA entry could be
    approved in one or more of those states in 2000. In addition,
    legislation is pending in Congress that, if enacted, would relax
    interLATA restrictions in some respects. We could be adversely affected
    if the RBOCs, and particularly BellSouth, are allowed to provide
    wireline interLATA long distance services within their own regions
    before local competition is established.

    Broadband local services.  The FCC has proposed new rules that would
    give the major incumbent local exchange carriers more freedom if they
    offer local services through separate subsidiaries. Specifically,
    incumbent local exchange carriers would be allowed to offer advanced
    data services through such subsidiaries without dominant carrier
    regulation and without the obligation to make network facilities and
    services of that affiliate available to competitors. The FCC recently
    approved a similar structure in connection with its approval of the
    proposed merger between SBC Communications and Ameritech Corporation.
    We are evaluating how such actions would affect our ability to compete
    with BellSouth and other incumbent local exchange carriers. In a
    related development, cable operators are beginning to offer customers
    broadband access to the Internet. AT&T has announced that it intends to
    use its own cable systems to provide broadband telecommunications
    services, and is pursuing arrangements with other cable operators to do
    the same over those operators' facilities. We could be adversely
    affected in the future if we are not able to offer broadband services
    to some of our customers because of limitations on our ability to reach
    those customers over broadband local network facilities.

    Additional flexibility for incumbent local exchange carriers. The FCC
    has adopted new policies and rules that would grant the incumbent local
    exchange carriers additional flexibility in the pricing of interstate
    access services. In addition, states are considering or have approved
    incumbent local exchange carrier requests for similar regulatory relief
    with respect to intrastate services. Any pricing flexibility or other
    significant deregulation of the incumbent local exchange carriers could
    have a material adverse effect on our business. To the extent the
    incumbent local exchange carriers are permitted to engage in increased
    volume and discount pricing practices before there is full competition
    in local services, or given other regulatory freedom, our business,
    results of operations and financial condition could be adversely
    affected.

    Access charges; universal service. We also could be adversely affected
    by FCC or state regulatory decisions affecting access charges and
    universal service. Such decisions could increase our costs of providing
    service or limit our ability to recover those costs from rates charged
    to customers. The effect on us would be particularly adverse to the
    extent that we bear a disproportionate share of these costs compared to
    our competitors. These matters are the subject of ongoing regulation,
    and important issues regarding the future of access and universal
    service charges remain to be resolved.

We face significant challenges in offering local services, including the need
to make significant investments and compete with established providers.

  We will have to continue to make significant operating and capital
investments and to address numerous operating complexities to implement our
local telephone services strategy. Because of these and possible other unknown
factors, we cannot assure you that we will be successful in implementing our
local services strategy. Our inability to implement this strategy could have a
material adverse affect on our business, results of operations and financial
condition. To implement our local services strategy, we are required to:

  .  develop new products, services and systems;

  .  develop new marketing initiatives;

  .  train our sales force in connection with selling these services; and

  .  implement the necessary billing and collection systems for these
     services.


                                       6
<PAGE>

  In addition, we expect to continue to face significant pricing and product
competition from the RBOCs, whose core business is providing local dial tone
service and who are currently the dominant providers of services in their
markets. We also will face significant competitive product and pricing
pressures from other incumbent local exchange carriers and from other companies
like us which attempt to compete in the local services market.

  We also expect that the addition of local service to our bundle of
telecommunications services will continue to have a negative impact on our
gross margin as a percentage of revenues. This is because the gross margin on
the resale of local services through incumbent local exchange carrier
facilities is lower than the gross margin on our other lines of business. Gross
margin means gross revenues less cost of services.

The long distance transmission industry is subject to pricing pressures and
risks of industry over-capacity.

  Since shortly after the AT&T divestiture in 1984, the long distance
transmission industry generally has experienced over-capacity and declining
prices. These trends have exerted downward pressure affecting our broadband
transport services, and we anticipate that prices for our broadband transport
services will continue to decline over the next several years. Dramatic and
substantial price reductions in the long distance industry could force us to
reduce our prices significantly, which could have a material adverse effect on
our business, results of operations and financial condition.

  We expect these price declines will occur because:

  .  some long distance carriers are expanding their capacity generally;

  .  other existing long distance carriers and potential new carriers are
     constructing new fiber optic and other long distance transmission
     networks in the southern United States, and BellSouth is likely to
     receive authority to use its excess capacity to market in-region
     interLATA services;

  .  expansion and new construction of transmission networks is likely to
     create substantial excess capacity relative to demand in the short- or
     medium-term, and persons building such lines are likely to install fiber
     optic cable that provides substantially more transmission capacity than
     will be needed because the cost of the actual fiber is a relatively
     small portion of the overall cost of constructing new lines;

  .  recent technological advances may also greatly expand the capacity of
     existing and new fiber optic cable; and

  .  the marginal cost of carrying an additional call over existing fiber
     optic cable is extremely low.

  An increase in the capacity of our competitors could adversely affect our
business, even if we are also able to increase our capacity. If industry
capacity expands so much that available capacity exceeds overall demand along
any of our routes, severe additional pricing pressure could develop. This also
could have a material adverse affect on our business, results of operations and
financial condition. See "Our business is subject to significant competitive
pressures" above for more information on the competitive pressures in our
industry.

The local and long distance industries are subject to significant government
regulation, and the regulations may change.

  We are required to obtain authorizations from the FCC and state public
utility commissions to offer some of our telecommunications services. We are
also required to file tariffs for many of our services and to comply with local
license or permit requirements relating to installation and operation of our
network. Any of the following could have a material adverse effect on our
business, results of operations and financial condition:

  .  failure to maintain proper federal and state tariffs;

  .  failure to maintain proper state certifications;


                                       7
<PAGE>

  .  failure to comply with federal, state or local laws and regulations;

  .  failure to obtain and maintain required licenses and permits;

  .  burdensome license or permit requirements to operate in public rights-of-
     way; and

  .  burdensome or adverse regulatory requirements or developments.

  In addition, we recently entered the newly created competitive local
telecommunications services industry. The local telephone services market was
opened to competition through the passage of the Telecommunications Act in
1996. Because the FCC and the states are still implementing many of the rules
and policies necessary for local telephone competition, and addressing other
related issues, it is uncertain how successful the Telecommunications Act will
be in creating local competition. If we are required to change or delay our
offering of local services as a result of changes in regulatory requirements,
we may experience adverse effects on our business, results of operations and
financial condition.

We depend on access service from incumbent local exchange carriers to provide
long distance and interexchange private services and we could be adversely
affected if we do not benefit from reduced access charges at least as much as
our competitors.

  We depend on incumbent local exchange carriers to provide access service for
the origination and termination of our toll long distance traffic and for
interexchange private lines. Historically, charges for these access services
have made up a significant percentage of the overall cost to competitive local
exchange carriers of providing long distance service. In 1998, the FCC
implemented changes to its interstate access rules that, among other things,
have reduced per-minute access charges and substituted new per-line flat rate
monthly charges. The FCC also approved reductions in overall access rates and
established new rules to recover subsidies to support universal service and
other public policies. Additional access charge adjustments were implemented in
July 1999, and others are expected in the future. The impact of these changes
on us or our competitors is not yet clear. We could be adversely affected if we
do not experience access cost reductions proportionally equivalent to those of
our competitors. New Internet-based competitors generally are exempt from these
charges, which could give them a significant cost advantage in this area.

If we are unable to interconnect with BellSouth and incumbent local exchange
carriers on acceptable terms, our ability to offer local telephone services
will be adversely affected.

  In August 1996, the FCC adopted rules and policies implementing the local
competition provisions of the Telecommunications Act and imposing obligations
on the incumbent local exchange carriers, including the RBOCs, to enter into
interconnection agreements with new competitive entrants like ITC/\DeltaCom. We
depend on our interconnection agreements with incumbent local exchange carriers
such as BellSouth, GTE Corporation, SBC Communications and Sprint to:

  .  provide local telephone service through access to local loops,
     termination service and, in some markets, central office switches of
     these carriers;

  .  resell local telephone services that we obtain from the incumbent local
     exchange carriers on a wholesale basis; and

  .  obtain operational support to ensure timely delivery to us of network
     elements and wholesale services from the incumbent local exchange
     carriers.

In January 1999, the U.S. Supreme Court upheld the FCC's authority to adopt and
implement these rules, but required the FCC to reconsider the list of network
elements that incumbent local exchange carriers must make available to
competitors. In September 1999, the FCC largely reaffirmed its existing
requirements.

  Incumbent local exchange carriers meet their obligations under the
Telecommunications Act through the use of interconnection agreements negotiated
with competitive local exchange carriers under regulatory

                                       8
<PAGE>


supervision. These agreements have been the subject of ongoing disputes, and
key issues remain open. Our ability successfully to negotiate interconnection
agreements on a timely basis and on favorable terms is critical to our ability
to provide local services on a competitive and profitable basis. We cannot
assure you that we will be able to enter into or renew interconnection
agreements that permit us to offer local services at rates that are both
profitable and competitive. Any successful effort by the incumbent local
exchange carriers to deny or substantially limit our access to their network
elements or wholesale services would have a material adverse effect on our
ability to provide local telephone services. This would have a material adverse
effect on our business, results of operations and financial condition.

  Our interconnection agreement with BellSouth, which was our most significant
interconnection agreement and enabled us to provide local services in nine
markets in which BellSouth operates, expired on July 1, 1999. That agreement
allowed us to provide local service on a resale basis or by purchasing all
unbundled network elements required to provide local service on a facilities
basis, without having to buy or build our own facilities. The agreement
provides that the parties will continue to exchange traffic under the existing
terms of the agreement after its expiration until such time as renewal terms,
conditions and prices are negotiated by the parties or are ordered by the
applicable state regulatory authority. The new terms, conditions and prices
would then be applied retroactively to July 1, 1999.

  When our attempts to negotiate with BellSouth to renew the terms of the
interconnection agreement failed, we filed for arbitration of unresolved issues
with the applicable state regulatory authorities in all BellSouth states except
Kentucky and Mississippi. In Mississippi, we opted into, and currently provide
local service under, an existing interconnection agreement between BellSouth
and another competitive local exchange carrier. As of April 26, 2000, the
applicable state regulatory authorities in South Carolina, Florida, North
Carolina and Tennessee have issued rulings on the arbitration proceedings,
while the Alabama, Georgia and Louisiana regulatory authorities have not yet
issued such rulings. The rulings we have received generally contain some terms,
conditions and prices that are not as favorable to us as the terms of our
original interconnection agreement. We are subject to the risk that these
decisions and the resulting terms of our new interconnection agreements with
BellSouth, when taken as a whole, could impair our ability to provide local
services in some of our markets on a competitive and profitable basis. This
could have a material adverse effect on our business, results of operations and
financial condition.

  Under the Telecommunications Act, the RBOCs will not be permitted to provide
in-region interLATA long distance services until there is adequate competition
in the local services industry. This provides some incentive to the RBOCs to
provide access to their facilities to competitive new entrants such as
ITC/\DeltaCom. We cannot assure you, however, that once BellSouth or other RBOCs
are permitted to offer long distance service, they will continue to be willing
to enter into interconnection agreements with us that will enable us to provide
local services on competitive and profitable terms.

We are dependent upon rights of way and other third-party agreements to expand
and maintain our fiber optic network.

  To construct and maintain our fiber optic network, we have obtained
easements, rights of way, franchises and licenses from various private parties,
including actual and potential competitors and local governments. We cannot
assure you that we will continue to have access to existing rights of way and
franchises after the expiration of our current agreements, or that we will
obtain additional rights necessary to extend our network on reasonable terms.
In addition, third parties may challenge our use of rights of way obtained by
others. If a franchise, license or lease agreement were terminated and we were
forced to remove or abandon a significant portion of our network, such a
termination could have a material adverse effect on our business, results of
operations and financial condition. Similarly, our business plans could be
adversely affected if our network expansion is hindered through delays or
denials of rights of way, easements or related licenses on competitive terms.

                                       9
<PAGE>

Our inability to maintain our network infrastructure, portions of which we do
not own, could adversely affect our business, results of operations and
financial condition.

  Network agreements may be terminated. Cancellation or non-renewal of some of
our significant network agreements could materially adversely affect our
business, results of operations and financial condition. We have effectively
extended our network with minimal capital expenditures by entering into
marketing and management agreements with three public utility companies to sell
long-haul private line services on the fiber optic networks owned by these
companies. Under these agreements, which have remaining terms ranging from two
to five years, we generally earn a commission based upon a percentage of the
gross revenues generated by the sale of capacity on the utility's networks. We
also have an agreement to buy and sell capacity with Carolinas Fibernet, which
manages fiber optic facilities in North Carolina and South Carolina.

  Some of our agreements are non-exclusive.  Two of our three agreements with
the public utility companies are nonexclusive, and we may encounter competition
for capacity on the utilities' networks from other service providers that enter
into comparable arrangements with the utilities. Any reduction in the amount of
capacity that is made available to us could adversely affect us. To the extent
that we are unable to establish similar arrangements in new markets, we may be
required to make additional capital expenditures to extend our fiber optic
network.

  We may experience network equipment failures or cable cuts.  Our business
also could be materially adversely affected by a cable cut or equipment failure
in our fiber optic network. A portion of our owned and managed fiber optic
network is not protected by electronic redundancy in the event of a total cable
cut. Electronic redundancy enables us to reroute traffic to another fiber in
the same fiber sheath in the event of a partial fiber cut or electronics
failure.

  We are dependent on large customers for a significant percentage of our
revenues and we cannot assure you that we will be able to retain those
customers.

  The table below sets forth, for the years ended December 31, 1999 and 1998,
the percentage of our consolidated revenues accounted for by our two largest
broadband transport services customers and our five largest retail services
customers.

<TABLE>
<CAPTION>
                                       Year ended             Year ended
                                   December 31, 1999      December 31, 1998
                                 ---------------------- ----------------------
<S>                              <C>                    <C>
Two largest broadband transport  Approximately 10.6% of Approximately 13.1% of
 services customers............. consolidated revenues  consolidated revenues
Five largest retail services     Approximately 11.3% of Approximately 8.5% of
 customers...................... consolidated revenues  consolidated revenues
</TABLE>

  We cannot assure you that we will be able to retain our customers. The loss
of, or a significant decrease of business from, any of our largest customers
would have a material adverse effect on our business, results of operations and
financial condition.

  For both broadband transport services and retail services, our customers
generally have concurrent arrangements with more than one service provider.
This enables our customers to reduce their use of our services and switch to
other providers without incurring significant expense. Our agreements with our
customers generally provide that the customer may terminate service without an
"early discontinuance charge" in the event of specified types of outages in
service and for other defined causes. As of December 31, 1999, our broadband
transport services business had remaining future long-term contract commitments
totaling approximately $114.2 million. Some of those contractual commitments
provide that, if the customer is offered lower prices with respect to any
circuit by another carrier, the customer's commitment to us will be reduced to
the extent we do not match the price for such circuit and the customer
purchases such circuit from the other carrier.


                                       10
<PAGE>

We are dependent on sophisticated billing, customer service and information
systems.

  We depend on sophisticated information and processing systems to grow,
monitor costs, bill customers, provision customer orders and achieve operating
efficiencies. As we increase our provision of dial tone and switched local
access services, the need for enhanced billing and information systems will
also increase. Our inability to identify adequately all of our information and
processing needs, or to upgrade systems as necessary, could have a material
adverse effect on our ability to reach our objectives and on our business,
results of operations and financial condition.

We are subject to risks associated with rapid changes in technology.

  The telecommunications industry is subject to rapid and significant changes
in technology. In addition, we may be required to select in advance one
emerging technology over another, but it will be impossible to predict with any
certainty, at the time we are required to make our investment, which technology
will prove to be the most economic, efficient or most capable of attracting
customer usage. Unexpected developments, or our failure to adapt to them, could
have a material adverse effect on our business, results of operations and
financial condition.

Our success depends on our ability to attract and retain key personnel.

  Our business is currently managed by a small number of key management and
operating personnel, including our executive officers. We do not have any
employment agreements with, nor do we maintain "key man" insurance on, these
employees. The loss of the services of key personnel, or the inability to
attract, recruit and retain sufficient or additional qualified personnel, could
have a material adverse effect on our business, results of operations and
financial condition.

Our operating results could vary significantly from period to period.

  Our revenues and operating results could vary significantly from period to
period for many reasons, including the following:

  .  significant expenses associated with the construction and expansion of
     our network and services;

  .  competition and regulatory developments;

  .  changes in market growth rates for our products and services;

  .  availability or announcement of alternative technologies; and

  .  general economic conditions.

  These factors and any resulting fluctuations in our operating results will
make period-to-period comparisons of our financial condition less meaningful
and could have a material adverse effect on our business, results of operations
and financial condition.

We do not pay dividends on our capital stock.

  We have never declared or paid any cash dividends on our capital stock and we
do not anticipate paying cash dividends in the foreseeable future. The
indentures under which we have issued our publicly traded notes and our senior
secured credit facility contain restrictions on our ability to pay dividends.

Several provisions in our certificate of incorporation and bylaws could have
effects that conflict with the interests of our stockholders.

  Our certificate of incorporation and bylaws and the Delaware General
Corporation Law contain provisions that could make it more difficult for a
third party to acquire control of us, even if such change in control would

                                       11
<PAGE>

be beneficial to our stockholders. In particular, the classification of our
board of directors may delay or impede the removal of incumbent directors and
therefore could have the effect of delaying a change in control. In addition,
our certificate of incorporation authorizes the board of directors to issue
shares of our preferred stock, in one or more series, without further
stockholder approval and upon such terms and conditions, and having such
rights, privileges and preferences, as the board of directors may determine.
Any such issuances of preferred stock could make it more difficult for a third
party to acquire control of us.

The market price of our common stock has fluctuated significantly, and could
fluctuate significantly in the future, as a result of our operating performance
and conditions in our industry.

  The market price of our common stock has fluctuated over a wide range since
it began trading publicly after our initial public offering in October 1997.
The market price may continue to fluctuate in the future. The market price of
our common stock could be subject to significant fluctuations in response to
various factors and events, including, among other things:

  .  the depth and liquidity of the trading market for our common stock;

  .  quarterly variations in actual or anticipated operating results and
     growth rates;

  .  changes in estimates by analysts;

  .  market conditions in our industry;

  .  announcements by competitors;

  .  regulatory actions; and

  .  general economic conditions.

  In addition, the stock market in recent years has experienced significant
price and volume fluctuations that have often been unrelated to the operating
performance of companies. These fluctuations have particularly affected the
market prices of the stocks of telecommunications companies.

  Any of these events could likely result in a material adverse effect on the
market price of our common stock.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

  This prospectus and the information incorporated by reference in it, as well
as any prospectus supplement that accompanies it, include "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934. We intend the forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements in these sections. All statements regarding our expected financial
position and operating results, our business strategy and our financing plans
are forward-looking statements. These statements can sometimes be identified by
our use of forward-looking words such as "may," "will," "anticipate,"
"estimate," "expect" or "intend." We cannot promise you that our expectations
in such forward-looking statements will turn out to be correct. Our actual
results could be materially different from and worse than our expectations.
Important factors that could cause our actual results to be materially
different from our expectations include those discussed in this prospectus
under the caption "Risk Factors" beginning on page 1 of this prospectus. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, further events or
otherwise.

  Unless we indicate otherwise, as used in this prospectus and any accompanying
prospectus supplement, "ITC/\DeltaCom," "we" and "us" mean ITC/\DeltaCom, Inc.,
a Delaware corporation, and its consolidated subsidiaries.

                                       12
<PAGE>

                             ABOUT THIS PROSPECTUS

  This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process under the Securities Act of 1933.
Under the shelf process, we may, from time to time, sell any combination of the
offered securities described in this prospectus in one or more offerings up to
a total dollar amount of $300,000,000.

  This prospectus and the accompanying prospectus supplement do not contain all
of the information included in the registration statement. We have omitted
parts of the registration statement as permitted by the rules and regulations
of the SEC. For further information, we refer you to the registration statement
on Form S-3, including its exhibits. Statements contained in this prospectus
and any accompanying prospectus supplement about the provisions or contents of
any agreement or other document are not necessarily complete. If SEC rules and
regulations require that any agreement or document be filed as an exhibit to
the registration statement, you should refer to that agreement or document for
a complete description of these matters. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of each document.

  This prospectus provides you with a general description of the offered
securities. Each time we sell offered securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change any
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information
described below under the heading "Where You Can Find More Information."

                                       13
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

  We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy materials that we have filed
with the SEC, including the registration statement, at the following SEC public
reference rooms:

450 Fifth Street, N.W      7 World Trade Center       500 West Madison Street
Room 1024                  Suite 1300                 Suite 1400
Washington, D.C. 20549     New York, New York 10048   Chicago, Illinois 60661

  You may obtain information on the operation of the public reference rooms by
calling the SEC at 1-800-SEC-0330.

  Our common stock is quoted on The Nasdaq National Market under the symbol
"ITCD," and our SEC filings can be read at the following Nasdaq address:

                               Nasdaq Operations
                              1735 K Street, N.W.
                             Washington, D.C. 20006

  Our SEC filings are also available to the public on the SEC's Internet site
at http://www.sec.gov.

  The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act, including any filings after the date of the initial filing and
prior to the effectiveness of the registration statement of which this
prospectus is a part, until we have sold all of the offered securities to which
this prospectus relates or the offering is otherwise terminated:

  1. our Annual Report on Form 10-K for our fiscal year ended December 31,
     1999, which was filed with the SEC on March 30, 2000, including
     information incorporated by reference in the Form 10-K from our
     definitive proxy statement for our 2000 annual meeting of stockholders,
     which was filed with the SEC on April 18, 2000;

  2. our Current Reports on Form 8-K which were filed with the SEC on March
     1, 2000 and March 9, 2000; and

  3.  the description of our common stock included in a registration
     statement on Form 8-A, which was filed with the SEC on October 22, 1997,
     including any amendments or reports filed for the purpose of updating
     that description.

  You may request a copy of these filings, at no cost, by writing to us at the
following address or telephoning us at (706) 385-8000 between the hours of 9:00
a.m. and 4:00 p.m., West Point, Georgia local time:

                               ITC/\DeltaCom, Inc.
                         Attention: Investor Relations

                          1791 O.G. Skinner Drive
                           West Point, Georgia 31833


                                       14
<PAGE>

                             ABOUT ITC/\DELTACOM

  We are a full service provider of integrated voice and data
telecommunications services on a retail basis to mid-sized and major regional
businesses in the southern United States. We are also a leading regional
provider of wholesale long-haul services to other telecommunications companies.
In connection with these businesses, we own, operate and manage an extensive
fiber optic network in the southern United States.

Our Retail Services Segment

  We are a full service provider of integrated retail telecommunications
services to mid-sized and major regional businesses in a bundled package
tailored to the business customer's specific needs. These retail services
include:

  .  local exchange services;

  .  long distance services;

  .  toll calling, calling card and operator services;

  .  Asynchronous Transfer Mode, or "ATM," frame relay and high capacity
     broadband private line services;

  .  primary rate interface connectivity and collocation services to Internet
     service providers;

  .  enhanced services, including conference calling, fax broadcasting and
     prepaid calling cards;

  .  consulting, integration, operation and proactive management of data
     networks;

  .  in-depth network performance analysis and implementation and design
     services for data network deployment;

  .  Internet, intranet and Web page hosting services; and

  .  customer premise equipment sales, installation and repair.

  In connection with offering local exchange services, we have entered into
interconnection agreements with the following incumbent local exchange
carriers:

  .  BellSouth, for all of its markets except Kentucky;

  .  GTE Corporation, for its Alabama, Florida and North Carolina markets;

  .  Sprint, for its Florida and North Carolina markets; and

  .  SBC Communications, for its Arkansas and Texas markets.

  The interconnection agreements allow us to resell the local exchange services
of the incumbent carrier and to interconnect our network with their networks.
This allows us to offer local exchange services to our current customer base
and to enter new markets with minimal capital expenditures. We intend to
complete interconnection agreements with GTE, SBC Communications and Sprint for
certain other markets that we serve or intend to serve.

Our Broadband Transport Services Segment

  We also provide wholesale long-haul services, which we call our "broadband
transport services," to other telecommunications carriers. This means we sell
capacity on our network to, and switch and transport telecommunications traffic
for, such carriers. Our broadband transport services customers include AT&T,
MCI WorldCom, Qwest Communications International, Inc., Sprint, Cable &
Wireless Communications, Inc., Allnet Communications Services, Inc. d/b/a
Frontier Communications Services and Broadwing, Inc.


                                       15
<PAGE>


Our Principal Executive Offices, Telephone Number and Internet Address

  Our headquarters are located at 1791 O.G. Skinner Drive, West Point, Georgia
31833, our telephone number at this address is (706) 385-8000 and our Internet
Web site is located at http://www.itcdeltacom.com. The contents of our Web site
are not part of this prospectus.

                                       16
<PAGE>

                                USE OF PROCEEDS

  Unless otherwise indicated in the applicable prospectus supplement, we
anticipate that any net proceeds from the sale of offered securities will be
used:

  .  to fund an accelerated market expansion of our telecommunications
     business, including expansion of our fiber optic network, expansion of
     our Internet service provider local telecommunications services,
     expansion and enhancement of our data and Internet access services and
     the opening of new sales offices; and

  .  for additional working capital and other general corporate purposes.

  The precise allocation of funds among these uses will depend on future
technological, regulatory and other developments in or affecting our business,
the competitive climate in which we operate and the emergence of future
opportunities.

  As part of our business strategy, we intend to continue to evaluate potential
acquisitions, joint ventures and strategic alliances in areas such as wireline
and wireless services, network construction and infrastructure and Internet
access. We may use a portion of the net proceeds from the sale of offered
securities to fund any such acquisitions, joint ventures or strategic
alliances.

  When we offer a particular series of offered securities, the prospectus
supplement relating to that offering will set forth the intended use of the net
proceeds received from that offering. Pending the specific application of the
net proceeds, we expect to invest the proceeds from the sale of offered
securities in short-term, interest-bearing instruments or other investment-
grade debt securities or to reduce any indebtedness outstanding under our
senior secured credit facility.

                                 ERISA MATTERS

  ITC/\DeltaCom and its subsidiaries may each be considered a "party in
interest," within the meaning of the Employee Retirement Income Security Act,
or a "disqualified person," within the meaning of Section 4975 of the Internal
Revenue Code, with respect to some employee benefit plans that are subject to
ERISA. The purchase of offered securities by an ERISA plan, including an
individual retirement plan, that is subject to the fiduciary responsibility
provisions of ERISA or the prohibited transaction provisions of the Internal
Revenue Code and with respect to which ITC/\DeltaCom or any of its affiliates is
a service provider, or otherwise is a party in interest or a disqualified
person, may constitute or result in a prohibited transaction under ERISA or the
Internal Revenue Code, unless such offered securities are acquired pursuant to
and in accordance with an applicable federal statutory exemption, or
administrative exemption issued on a class-wide basis by the United States
Department of Labor. Any pension or other employee benefit plan proposing to
acquire any offered securities should consult with its counsel.

                                       17
<PAGE>

                         RATIO OF EARNINGS TO COMBINED
                  FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

  The following table sets forth ITC/\DeltaCom's ratio of earnings to combined
fixed charges and preferred stock dividends on a historical basis for the
periods indicated. ITC/\DeltaCom has 1,480,771 shares of Series A Preferred
Stock issued and outstanding. No dividends have been declared or have accrued
on this preferred stock. Therefore, the ratio of earnings to combined fixed
charges and preferred stock dividends is the same as the ratio of earnings to
fixed charges.

  The ratio of earnings to combined fixed charges and preferred stock dividends
is computed by dividing income from continuing operations before income taxes
and fixed charges and preferred stock dividends by total fixed charges and
preferred stock dividends. Fixed charges represent interest expense, including
capitalized interest, the amortization of debt issuance costs, and the portion
of rental expense under operating leases representing interest.

<TABLE>
<CAPTION>
                                                       Fiscal Year
                                           -----------------------------------
                                            1999    1998    1997    1996  1995
                                           ------- ------- ------- ------ ----
                                            (in thousands, except ratio data)
<S>                                        <C>     <C>     <C>     <C>    <C>
Ratio of earnings to combined fixed
 charges and preferred stock dividends....     --      --      --     --   --
Deficiency of earnings to combined fixed
 charges and preferred stock dividends.... $54,885 $32,360 $13,663 $5,143 $807
</TABLE>

                                       18
<PAGE>

                          DESCRIPTION OF COMMON STOCK

  The following description sets forth the general terms of the common stock
which we may issue. The description set forth below and in any prospectus
supplement does not purport to be complete and is subject to and qualified in
its entirety by reference to our certificate of incorporation and bylaws, each
of which will be made available upon request.

General

  Our certificate of incorporation provides that we have authority to issue
90,000,000 shares of our common stock, par value $.01 per share. At April 25,
2000, there were 60,295,337 shares of our common stock issued and outstanding.

  Voting Rights.  Each holder of shares of our common stock is entitled to
attend all special and annual meetings of our stockholders. In addition, each
holder is entitled, together with the holders of all other classes of stock, to
attend the special and annual meetings of our stockholders and to cast one vote
for each outstanding share of common stock held upon any matter, including the
election of one or more directors, properly considered and acted upon by the
stockholders.

  Liquidation Rights.  The holders of our common stock and the holders of any
class or series of stock entitled to participate with the holders of our common
stock as to the distribution of assets in the event of any dissolution,
liquidation, or winding up of ITC/\DeltaCom, whether voluntary or involuntary,
will become entitled to participate in the distribution of any assets of
ITC/\DeltaCom remaining after ITC/\DeltaCom has paid, or provided for the
payment of, all of its debts and liabilities and after ITC/\DeltaCom has paid,
or set aside for payment, to the holders of any class of stock having preference
over the common stock in the event of dissolution, liquidation or winding up,
the full preferential amounts, if any, to which they are entitled.

  Dividends.   Dividends may be paid on the common stock and on any class or
series of stock entitled to participate with the common stock as to dividends
on an equal per-share basis, but only when and as declared by our board of
directors out of legally available funds. We have never paid cash dividends on
the common stock. The indentures under which we have issued our publicly traded
notes and our senior secured credit facility contain restrictions on our
ability to pay dividends.

  No holder of our common stock has any preemptive right to subscribe for any
of our securities, nor does any holder of our common stock have conversion
rights. The rights, privileges, preferences and priorities of holders of our
common stock are subject to, and may be adversely affected by, the rights of
the holders of our Series A Preferred Stock and shares of any series of
preferred stock which we may designate and issue in the future. See
"Description of Preferred Stock" for information about our Series A Preferred
Stock and the terms of other preferred stock we may issue in the future.

Some Important Charter and Statutory Provisions

  Classified Board of Directors. Our certificate of incorporation provides for
the division of our board of directors into three classes of directors, each
serving staggered, three-year terms. The certificate further provides that any
alteration, amendment or repeal of certain sections of the certificate relating
to the election and classification of the board of directors, indemnification
and the vote requirements for such amendments to the certificate requires the
approval of the holders of at least two-thirds of the shares entitled to vote
thereon. These provisions may have the effect of deterring hostile takeovers or
delaying changes in control or management of ITC/\DeltaCom.

  Section 203 of the Delaware General Corporation Law. ITC/\DeltaCom is subject
to section 203 of the Delaware General Corporation Law, which, with specified
exceptions, prohibits a Delaware corporation from

                                       19
<PAGE>


engaging in any "business combination" with any "interested stockholder" for a
period of three years following the time that the stockholder became an
interested stockholder unless:

  .  before that time, the board of directors of the corporation approved
     either the business combination or the transaction which resulted in the
     stockholder becoming an interested stockholder;

  .  upon consummation of the transaction which resulted in the stockholder
     becoming an interested stockholder, the interested stockholder owned at
     least 85% of the voting stock of the corporation outstanding at the time
     the transaction commenced, excluding for purposes of determining the
     number of shares outstanding those shares owned by persons who are
     directors and also officers and by employee stock plans in which
     employee participants do not have the right to determine confidentially
     whether shares held subject to the plan will be tendered in a tender or
     exchange offer; or

  .  at or after that time, the business combination is approved by the board
     of directors and authorized at an annual or special meeting of
     stockholders, and not by written consent, by the affirmative vote of at
     least 66 2/3% of the outstanding voting stock which is not owned by the
     interested stockholder.

  Section 203 defines "business combination" to include the following:

  .  any merger or consolidation of the corporation with the interested
     stockholder;

  .  any sale, transfer, pledge or other disposition of 10% or more of the
     assets of the corporation involving the interested stockholder;

  .  subject to specified exceptions, any transaction that results in the
     issuance or transfer by the corporation of any stock of the corporation
     to the interested stockholder;

  .  any transaction involving the corporation that has the effect of
     increasing the proportionate share of the stock of any class or series
     of the corporation beneficially owned by the interested stockholder; or

  .  any receipt by the interested stockholder of the benefit of any loans,
     advances, guarantees, pledges or other financial benefits provided by or
     through the corporation.

  In general, section 203 defines an "interested stockholder" as any entity or
person beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by that entity or person.

  The application of section 203 may make it difficult and expensive for a
third party to pursue a takeover attempt we approve even if a change in control
of ITC/\DeltaCom would be beneficial to the interests of our stockholders.



  Special Redemption Provisions. The certificate of incorporation empowers our
board of directors to redeem any of ITC/\DeltaCom's outstanding capital stock to
the extent necessary to prevent the loss of or secure the reinstatement of any
license from any governmental agency which is conditioned upon the holder of
our capital stock possessing prescribed qualifications. The redemption price of
the shares to be redeemed will be a price determined by the board of directors,
which price will be at least equal to:

  .  the fair market value of the shares as determined in accordance with the
     certificate of incorporation; or

  .  in the case of a "Disqualified Holder," the lesser of fair market value
     or such holder's purchase price, if the stock was purchased within one
     year of such redemption.

  A "Disqualified Holder" is any holder of shares of stock of ITC/\DeltaCom
whose holding of that stock may result in the loss of, or the failure to secure
the reinstatement of, any license or franchise from any governmental agency
held by ITC/\DeltaCom or any of its subsidiaries to conduct any portion of the
business of ITC/\DeltaCom or any of its subsidiaries. Under the
Telecommunications Act of 1996, non-U.S. citizens or

                                       20
<PAGE>


their representatives, foreign governments of their representatives, or
corporations organized under the laws of a foreign country may not own, in the
aggregate, more than 20% of a common carrier licensee. The Telecommunications
Act also states that these parties may not own more than 25% of the parent of a
common carrier licensee if the FCC determines that the public interest would be
served by prohibiting such ownership, but the FCC has established presumptions
in favor of allowing substantial foreign ownership by such investors if they
are based in World Trade Organization member countries. Additionally, the FCC's
rules under some conditions may limit the size of investments by foreign
telecommunications carriers in U.S. international carriers.

Transfer Agent and Registrar

  The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.

                                       21
<PAGE>

                         DESCRIPTION OF PREFERRED STOCK

  The following description sets forth the general terms of the preferred stock
which we may issue. The description set forth below and in any prospectus
supplement does not purport to be complete and is subject to and qualified in
its entirety by reference to our certificate of incorporation, the applicable
certificate of designation to our certificate of incorporation determining the
terms of the related series of preferred stock, and our bylaws, each of which
will be made available upon request.

General

  Our certificate of incorporation authorizes our board of directors from time
to time and without further stockholder action to provide for the issuance of
up to 5,000,00 shares of preferred stock in one or more series, and to fix the
relative rights and preferences of the shares, including voting powers,
dividend rights, liquidation preferences, redemption rights and conversion
privileges. As of the date of this prospectus, our board of directors has not
provided for the issuance of any series of preferred stock other than the
Series A Preferred Stock. At April 26, 2000, there were 1,480,771 shares of our
Series A Preferred Stock issued and outstanding.

  Our board of directors has broad discretion with respect to the creation and
issuance of preferred stock without stockholder approval. By authorizing the
issuance of shares of preferred stock with certain voting, conversion or
redemption rights, the board of directors could adversely affect the voting
power of the holders of our common stock and could discourage any attempt to
obtain control of ITC/\DeltaCom.

Series A Preferred Stock

  Conversion rights.   Holders of Series A Preferred Stock have the right, at
any time after March 14, 2002, to convert each share of Series A Preferred
Stock into one share of our common stock, subject to adjustment for stock
splits, stock dividends, recapitalizations and other specified events.

  Liquidation rights.   In the event of any dissolution, liquidation or winding
up of ITC/\DeltaCom, whether voluntary or involuntary, holders of Series A
Preferred Stock will be entitled to receive a distribution of $7.40 per share,
plus any declared and unpaid dividends, before any payment or distribution of
assets to holders of our common stock or any other series or classes of stock
ranking junior to the Series A Preferred Stock. After the Series A Preferred
Stock distribution and any distribution to holders of shares of any other class
or series of stock having preference over the common stock have received the
full preferential amounts to which they are entitled, holders of our common
stock and holders of any other class or series of stock entitled to participate
with the common stock in the event of any liquidation, dissolution or winding
up if ITC/\Deltacom will be entitled to an equivalent distribution of $7.40 per
share, plus any declared and unpaid dividends, out of the remaining assets of
ITC/\DeltaCom legally available for distribution. Holders of the Series A
Preferred Stock will then be entitled to share ratably in the distribution of
any remaining assets of ITC/\DeltaCom with the holders of our common stock and
holders of any other class or series of stock entitled to participate with the
common stock in the event of any liquidation, dissolution or winding up of
ITC/\Deltacom. In this distribution, holders of the Series A Preferred Stock
will be entitled to receive an amount equal to the distribution made in respect
of the number of shares of common stock into which the Series A Preferred Stock
is then convertible.

  Dividend rights.   The holders of Series A Preferred Stock are entitled to
receive, when, as and if declared by our board of directors out of legally
available funds, dividends in an amount per share of Series A Preferred Stock
equal to the dividends payable on the number of shares of common stock into
which one share of Series A Preferred Stock is then convertible. So long as any
shares of Series A Preferred Stock are outstanding, no dividends may be
declared or paid on any class or series of capital stock ranking on a parity
with the Series A Preferred Stock as to dividends, unless dividends are also
paid on the Series A Preferred Stock in an amount per share equal to the
dividends payable on the number of shares of ITC/\DeltaCom common stock into
which one share of Series A Preferred Stock is then convertible.

  No redemption rights.   The Series A Preferred Stock is not subject to
mandatory or optional redemption.

                                       22
<PAGE>


  Voting rights. Except as set forth in the following sentence and except as
otherwise from time to time required by law, holders of Series A Preferred
Stock have no voting rights. The affirmative vote of holders of at least two-
thirds of the shares of Series A Preferred Stock outstanding is necessary for:

  .  the authorization or issuance of any class or series of stock ranking
     prior to the Series A Preferred Stock as to dividends or the
     distribution of assets upon dissolution, liquidation or winding up of
     ITC/\DeltaCom;

  .  an increase in the authorized or issued amount of Series A Preferred
     Stock; or

  .  the amendment, alteration or repeal, whether by merger, consolidation or
     otherwise, of any provision of the certificate of incorporation that
     would affect any right, preference or voting power of the Series A
     Preferred Stock.

Terms of the Preferred Stock that We May Offer and Sell to You

  You should refer to the prospectus supplement relating to the class or series
of preferred stock being offered for the specific terms of that class or
series, including:

  (1) the title and stated value of the preferred stock being offered;

  (2) the number of shares of preferred stock being offered, their
      liquidation preference per share and their purchase price;

  (3) the dividend rate(s), period(s) and/or payment date(s) or method(s) of
      calculating the payment date(s) applicable to the preferred stock being
      offered;

  (4) whether dividends shall be cumulative or non-cumulative and, if
      cumulative, the date from which dividends on the preferred stock being
      offered shall accumulate;

  (5) the procedures for any auction and remarketing, if any, for the
      preferred stock being offered;

  (6) the provisions for a sinking fund, if any, for the preferred stock
      being offered;

  (7) the provisions for redemption, if applicable, of the preferred stock
      being offered;

  (8) any listing of the preferred stock being offered on any securities
      exchange or market;

  (9) the terms and conditions, if applicable, upon which the preferred stock
      being offered will be convertible into common stock of ITC/\DeltaCom,
      including the conversion price, or the manner of calculating the
      conversion price, and the conversion period;

  (10) voting rights, if any, of the preferred stock being offered;

  (11) whether interests in the preferred stock being offered will be
       represented by depositary shares;

  (12) a discussion of any material and/or special United States federal
       income tax considerations applicable to the preferred stock being
       offered;

  (13) the relative ranking and preferences of the preferred stock being
       offered as to dividend rights and rights upon liquidation, dissolution
       or winding up of the affairs of ITC/\DeltaCom;

  (14) any limitations on the issuance of any class or series of preferred
       stock ranking senior to or on a parity with the series of preferred
       stock being offered as to dividend rights and rights upon liquidation,
       dissolution or winding up of the affairs of ITC/\DeltaCom; and

  (15) any other specific terms, preferences, rights, limitations or
       restrictions of the preferred stock being offered.

                                       23
<PAGE>

Rank

  Unless otherwise specified in the applicable prospectus supplement, the
preferred stock will, with respect to distribution rights and rights upon
liquidation, dissolution or winding up of ITC/\DeltaCom, rank:

  (1) senior to all classes or series of common stock of ITC/\DeltaCom and to
      all equity securities the terms of which specifically provide that such
      equity securities rank junior to the preferred stock being offered;

  (2) on a parity with all equity securities issued by ITC/\DeltaCom other
      than those referred to in clauses 1 and 3; and

  (3) junior to all equity securities issued by ITC/\DeltaCom the terms of
      which specifically provide that such equity securities rank senior to
      the preferred stock being offered.

  The term "equity securities" does not include convertible debt securities.

Distributions

  Holders of the preferred stock of each series will be entitled to receive,
when, as and if declared by our board of directors, out of assets of
ITC/\DeltaCom legally available for payment to stockholders, cash distributions,
or distributions in kind or in other property if expressly permitted and
described in the applicable prospectus supplement, at the rates and on the
dates as will be set forth in the applicable prospectus supplement. Each
distribution will be payable to holders of record as they appear on the stock
transfer books of ITC/\DeltaCom on the record dates as shall be fixed by our
board of directors. Distributions on any series of preferred stock, if
cumulative, will be cumulative from and after the date set forth in the
applicable prospectus supplement.

Redemption

  If so provided in the applicable prospectus supplement, the preferred stock
will be subject to mandatory redemption or redemption at the option of
ITC/\DeltaCom, in whole or in part, in each case upon the terms, at the times
and at the redemption prices set forth in the prospectus supplement.

Liquidation Preference

  Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of ITC/\DeltaCom, before any distribution or payment will be made to
the holders of any common stock or any other class or series of shares of
capital stock of ITC/\DeltaCom ranking junior to the preferred stock in the
distribution of assets upon any liquidation, dissolution or winding up of
ITC/\DeltaCom, the holders of each series of preferred stock will be entitled to
receive out of assets of ITC/\DeltaCom legally available for distribution to
stockholders liquidating distributions in the amount of the liquidation
preference set forth in the applicable prospectus supplement, plus an amount
equal to all accumulated and unpaid distributions. After payment of the full
amount of the liquidating distributions to which they are entitled, the holders
of shares of preferred stock will have no right or claim to any of the
remaining assets of ITC/\DeltaCom. If, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of ITC/\DeltaCom
are insufficient to pay the amount of the liquidating distributions on all
outstanding shares of preferred stock and the corresponding amounts payable on
all shares of other classes or series of shares of capital stock of
ITC/\DeltaCom ranking on a parity with the preferred stock in the distribution
of assets, then the holders of the preferred stock and all other such classes
or series of shares of capital stock will share ratably in any such
distribution of assets in proportion to the full liquidating distributions to
which they would otherwise be respectively entitled.

  If liquidating distributions shall have been made in full to all holders of
preferred stock, the remaining assets of ITC/\DeltaCom will be distributed among
the holders of any other classes or series of shares of capital stock ranking
junior to the preferred stock upon liquidation, dissolution or winding up,
according to their respective rights and preferences and in each case according
to their respective number of shares. For such

                                       24
<PAGE>


purposes, the consolidation or merger of ITC/\DeltaCom with or into any other
corporation, trust or entity, or the sale, lease or conveyance of all or
substantially all of the property or business of ITC/\DeltaCom, will not be
deemed to constitute a liquidation, dissolution or winding up of ITC/\DeltaCom.

Voting Rights

  Holders of preferred stock will not have any voting rights, except as set
forth below or as otherwise from time to time required by law, or as indicated
in the applicable prospectus supplement.

  Under the Delaware General Corporation Law, holders of outstanding shares of
a series of preferred stock may be entitled to vote as a separate class on a
proposed amendment to the terms of that series of preferred stock or
ITC/\DeltaCom's certificate of incorporation if the amendment would:

  (1) increase or decrease the aggregate number of authorized shares of that
      series of preferred stock,

  (2) increase or decrease the par value of that series of preferred stock,
      or

  (3) alter or change the powers, preferences or special rights of the shares
      of such class so as to affect them adversely,

in which case the approval of proposed amendment would require the affirmative
vote of at least a majority of the outstanding shares of that series of
preferred stock.

Conversion Rights

  The terms and conditions, if any, upon which any series of preferred stock is
convertible into common stock will be set forth in the applicable prospectus
supplement relating to that series. These terms will include the number of
shares of common stock into which the shares of preferred stock are
convertible, the conversion price or the manner of calculating the conversion
price, the conversion date(s) or period(s), provisions as to whether conversion
will be at the option of the holders of the preferred stock or at
ITC/\DeltaCom's option, the events requiring an adjustment of the conversion
price and provisions affecting conversion in the event of the redemption of
such series of preferred stock.

Transfer Agent and Registrar

  The transfer agent and registrar for the preferred stock will be set forth in
the applicable prospectus supplement.

                                       25
<PAGE>

                        DESCRIPTION OF DEPOSITARY SHARES

General

  We may issue depositary receipts for depositary shares, each of which will
represent a fractional interest of a share of a particular series of preferred
stock, as specified in the applicable prospectus supplement. Shares of
preferred stock of each series represented by depositary shares will be
deposited under a separate deposit agreement between ITC/\DeltaCom and the
"depositary" named in the deposit agreement. Subject to the terms of the
deposit agreement, each owner of a depositary receipt will be entitled, in
proportion to the fractional interest of a share of a particular series of
preferred stock represented by the depositary shares evidenced by that
depositary receipt, to all of the rights and preferences of the preferred stock
represented by those depositary shares, including dividend, voting, conversion,
redemption and liquidation rights.

  The depositary shares will be evidenced by depositary receipts issued
pursuant to the applicable deposit agreement. Immediately following the
issuance and delivery of the preferred stock by ITC/\DeltaCom to the depositary,
ITC/\DeltaCom will cause the depositary to issue, on behalf of ITC/\DeltaCom,
the depositary receipts. Copies of the applicable form of deposit agreement and
depositary receipt may be obtained from ITC/\DeltaCom upon request, and the
statements made in this summary relating to the deposit agreement and the
depositary receipts to be issued under the deposit agreement are summaries of
provisions of the deposit agreement and the related depositary receipts. This
summary does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all of the provisions of the applicable deposit
agreement and related depositary receipts.

Dividends and Other Distributions

  The depositary will distribute all cash dividends or other cash distributions
received in respect of the preferred stock to the record holders of depositary
receipts evidencing the related depositary shares in proportion to the number
of depositary receipts owned by the holders, subject to the obligations of
holders to file proofs, certificates and other information and to pay some
charges and expenses to the depositary.

  In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary receipts
entitled to that property, subject to the obligations of holders to file
proofs, certificates and other information and to pay some charges and expenses
to the depositary, unless the depositary determines that it is not feasible to
make the distribution, in which case the depositary may, with the approval of
ITC/\DeltaCom, sell the property and distribute the net proceeds from the sale
to the holders.

  No distribution will be made in respect of any depositary share to the extent
that it represents any preferred stock converted into other securities.

Withdrawal of Stock

  Upon surrender of the depositary receipts at the corporate trust office of
the depositary, unless the related depositary shares have previously been
called for redemption or converted into other securities, the holders of those
depositary receipts will be entitled to delivery at the corporate trust office,
to or upon the holder's order, of the number of whole or fractional shares of
the preferred stock and any money or other property represented by the
depositary shares evidenced by the depositary receipts. Holders of depositary
receipts will be entitled to receive whole or fractional shares of the related
preferred stock on the basis of the proportion of preferred stock represented
by the depositary shares as specified in the applicable prospectus supplement,
but holders of the shares of preferred stock will not thereafter be entitled to
receive depositary shares therefor. If the depositary receipts delivered by the
holder evidence a number of depositary shares in excess of the number of
depositary shares representing the number of shares of preferred stock to be
withdrawn, the depositary will deliver to the holder at the same time a new
depositary receipt evidencing the excess number of depositary shares.

                                       26
<PAGE>

Redemption of Depositary Shares

  Whenever ITC/\DeltaCom redeems shares of preferred stock held by the
depositary, the depositary will redeem, as of the same redemption date, the
number of depositary shares representing shares of the preferred stock so
redeemed, provided ITC/\DeltaCom shall have paid in full to the depositary the
redemption price of the preferred stock to be redeemed plus an amount equal to
any accrued and unpaid dividends thereon to the date fixed for redemption. The
redemption price per depositary share will be equal to the corresponding
proportion of the redemption price and any other amounts per share payable with
respect to the preferred stock. If fewer than all the depositary shares are to
be redeemed, the depositary shares to be redeemed will be selected pro rata, as
nearly as may be practicable without creating fractional depositary shares, or
by any other equitable method determined by ITC/\DeltaCom.

  From and after the date fixed for redemption, all dividends in respect of the
shares of preferred stock so called for redemption will cease to accrue, the
depositary shares so called for redemption will no longer be deemed to be
outstanding and all rights of the holders of the depositary receipts evidencing
the depositary shares so called for redemption will cease, except the right to
receive any moneys payable upon the redemption and any money or other property
to which the holders of the depositary receipts were entitled upon the
redemption and surrender thereof to the depositary.

Voting of the Preferred Stock

  Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts
evidencing the depositary shares which represent the preferred stock. Each
record holder of depositary receipts evidencing depositary shares on the record
date, which will be the same date as the record date for the preferred stock,
will be entitled to instruct the depositary as to the exercise of the voting
rights pertaining to the amount of preferred stock represented by the holder's
depositary shares. The depositary will vote the amount of preferred stock
represented by the depositary shares in accordance with the instructions, and
ITC/\DeltaCom will agree to take all reasonable action which may be deemed
necessary by the depositary in order to enable the depositary to do so. The
depositary will abstain from voting the amount of preferred stock represented
by the depositary shares to the extent it does not receive specific
instructions from the holders of depositary receipts evidencing the depositary
shares. The depositary will not be responsible for any failure to carry out any
instruction to vote, or for the manner or effect of any such vote made, as long
as such action or non-action is in good faith and does not result from
negligence or willful misconduct of the depositary.

Liquidation Preference

  In the event of the liquidation, dissolution or winding up of ITC/\DeltaCom,
whether voluntary or involuntary, the holders of each depositary receipt will
be entitled to the fraction of the liquidation preference accorded each share
of preferred stock represented by the depositary shares evidenced by such
depositary receipt, as set forth in the applicable prospectus supplement.

Conversion of Preferred Stock

  The depositary shares, as such, are not convertible into common stock or any
other securities or property of ITC/\DeltaCom. Nevertheless, if so specified in
the applicable prospectus supplement relating to an offering of depositary
shares, the depositary receipts may be surrendered by their holders to the
depositary with written instructions to the depositary to instruct ITC/\DeltaCom
to cause conversion of the preferred stock represented by the depositary shares
evidenced by the depositary receipts into whole shares of common stock, other
shares of preferred stock of ITC/\DeltaCom or other shares of stock.
ITC/\DeltaCom has agreed that upon receipt of those instructions and any amounts
payable in respect thereof, it will cause the conversion thereof utilizing the
same procedures as those provided for delivery of preferred stock to effect
such conversion. If the depositary shares evidenced by a depositary receipt are
to be converted in part only, a new depositary receipt or receipts

                                       27
<PAGE>


will be issued for any depositary shares not to be converted. No fractional
shares of common stock will be issued upon conversion. If such conversion would
result in a fractional share being issued, an amount will be paid in cash by
ITC/\DeltaCom equal to the value of the fractional interest based upon the
closing price of the common stock on the last business day before the
conversion.

Amendment and Termination of the Deposit Agreement

  The form of depositary receipt evidencing the depositary shares which
represent the preferred stock and any provision of the deposit agreement may at
any time be amended by agreement between ITC/\DeltaCom and the depositary.
However, any amendment that materially and adversely alters the rights of the
holders of depositary receipts or that would be materially and adversely
inconsistent with the rights granted to the holders of the related preferred
stock will not be effective unless the amendment has been approved by the
existing holders of at least 66% of the depositary shares evidenced by the
depositary receipts then outstanding. Subject to exceptions in the deposit
agreement, no amendment will impair the right of any holder of depositary
receipts to surrender any depositary receipt with instructions to deliver to
the holder the related preferred stock and all money and other property, if
any, represented thereby, except in order to comply with law. Every holder of
an outstanding depositary receipt at the time any amendment becomes effective
will be deemed, by continuing to hold the receipt, to consent and agree to the
amendment and to be bound by the deposit agreement as amended.

  The deposit agreement may be terminated by ITC/\DeltaCom upon not less than 30
days prior written notice to the depositary if a majority of each series of
preferred stock affected by the termination consents to the termination. Upon
termination, the depositary will deliver or make available to each holder of
depositary receipts, upon surrender of the depositary receipts held by the
holder, the number of whole or fractional shares of preferred stock as are
represented by the depositary shares evidenced by the depositary receipts
together with any other property held by the depositary with respect to the
depositary receipt. In addition, the deposit agreement will automatically
terminate if:

  (1) all outstanding depositary shares have been redeemed;

  (2) there has been a final distribution in respect of the related preferred
      stock in connection with any liquidation, dissolution or winding up of
      ITC/\DeltaCom and the distribution has been distributed to the holders
      of depositary receipts evidencing the depositary shares representing
      the preferred stock; or

  (3) each share of the related preferred stock has been converted into
      securities of ITC/\DeltaCom not so represented by depositary shares.

Charges of Preferred Stock Depositary

  ITC/\DeltaCom will pay all transfer and other taxes and governmental charges
arising solely from the existence of the deposit agreement. In addition,
ITC/\DeltaCom will pay the fees and expenses of the depositary in connection
with the performance of its duties under the deposit agreement. However,
holders of depositary receipts will pay the fees and expenses of the depositary
for any duties requested by the holders to be performed which are outside of
those expressly provided for in the deposit agreement.

Resignation and Removal of Depositary

  The depositary may resign at any time by delivering to ITC/\DeltaCom notice of
its election to do so, and ITC/\DeltaCom may at any time remove the depositary.
Any resignation or removal will take effect upon the appointment of a successor
depositary. A successor depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.


                                       28
<PAGE>

Miscellaneous

  The depositary will forward to holders of depositary receipts any reports and
communications from ITC/\DeltaCom which are received by the depositary with
respect to the related preferred stock.

  Neither the depositary nor ITC/\DeltaCom will be liable if it is prevented
from performing or is delayed in performing its obligations under the deposit
agreement by law or any circumstances beyond its control. The obligations of
ITC/\DeltaCom and the depositary under the deposit agreement will be limited to
performing their duties in good faith and without negligence or, in the case of
any action or inaction in the voting of preferred stock represented by the
depositary shares, without gross negligence or willful misconduct. ITC/\DeltaCom
and the depositary will not be obligated to prosecute or defend any legal
proceeding in respect of any depositary receipts, depositary shares or shares
of preferred stock represented thereby unless satisfactory indemnity is
furnished. ITC/\DeltaCom and the depositary may rely on written advice of
counsel or accountants, or information provided by persons presenting shares of
preferred stock represented thereby for deposit, holders of depositary receipts
or other persons believed in good faith to be competent to give such
information, and on documents believed in good faith to be genuine and signed
by a proper party.

  In the event the depositary shall receive conflicting claims, requests or
instructions from any holders of depositary receipts, on the one hand, and
ITC/\DeltaCom, on the other hand, the depositary will be entitled to act on such
claims, requests or instructions received from ITC/\DeltaCom.

                                       29
<PAGE>

                            DESCRIPTION OF WARRANTS

General

  We may issue warrants to purchase our common stock, preferred stock or
depositary shares. We may issue warrants independently or together with any
offered securities, and the warrants may be attached to or separate from those
offered securities. We will issue the warrants under warrant agreements to be
entered into between ITC/\DeltaCom and a bank or trust company, as warrant
agent, all as shall be set forth in the applicable prospectus supplement. The
warrant agent will act solely as an agent of ITC/\DeltaCom in connection with
the warrants of the series being offered and will not assume any obligation or
relationship of agency or trust for or with any holders or beneficial owners of
warrants.

  The applicable prospectus supplement will describe the following terms, where
applicable, of warrants in respect of which this prospectus is being delivered:

   (1) the title of the warrants;

   (2) the designation, amount and terms of the securities for which the
       warrants are exercisable;

   (3) the designation and terms of the other securities, if any, with which
       the warrants are to be issued and the number of warrants issued with
       each such security;

   (4) the price or prices at which the warrants will be issued;

   (5) the aggregate number of warrants;

   (6) any provisions for adjustment of the number or amount of securities
       receivable upon exercise of the warrants or the exercise price of the
       warrants;

   (7) the price or prices at which the securities purchasable upon exercise
       of the warrants may be purchased;

   (8) if applicable, the date on and after which the warrants and the
       securities purchasable upon exercise of the warrants will be
       separately transferable;

   (9) if applicable, a discussion of the material United States federal
       income tax considerations applicable to the exercise of the warrants;

  (10) any other terms of the warrants, including terms, procedures and
       limitations relating to the exchange and exercise of the warrants;

  (11) the date on which the right to exercise the warrants will commence,
       and the date on which the right will expire;

  (12) the maximum or minimum number of warrants which may be exercised at
       any time; and

  (13) information with respect to book-entry procedures, if any.

Exercise of Warrants

  Each warrant will entitle the holder of warrants to purchase for cash the
amount of shares of preferred stock, shares of common stock or depositary
shares at the exercise price as shall in each case be set forth in, or be
determinable as set forth in, the applicable prospectus supplement. Warrants
may be exercised at any time up to the close of business on the expiration date
set forth in the applicable prospectus supplement. After the close of business
on the expiration date, unexercised warrants will become void.

  Warrants may be exercised as set forth in the applicable prospectus
supplement. Upon receipt of payment and the warrant certificate properly
completed and duly executed at the corporate trust office of the warrant agent
or any other office indicated in the prospectus supplement, ITC/\DeltaCom will,
as soon as practicable, forward the shares of preferred stock, shares of common
stock or depositary shares purchasable upon exercise of the warrant. If less
than all of the warrants represented by the warrant certificate are exercised,
a new warrant certificate will be issued for the remaining warrants.

                                       30
<PAGE>

 DESCRIPTION OF STOCK PURCHASE CONTRACTS TO PURCHASE COMMON STOCK OR PREFERRED
                         STOCK AND STOCK PURCHASE UNITS

  Unless otherwise specified in the applicable prospectus supplement, we may
issue stock purchase contracts, including contracts obligating holders to
purchase from ITC/\DeltaCom, and ITC/\DeltaCom to sell to the holders, a
specified number of shares of common stock or preferred stock at a future date
or dates. The consideration per share of common stock or preferred stock may be
fixed at the time the stock purchase contracts are issued or may be determined
by a specific reference to a formula set forth in the stock purchase contracts.
The stock purchase contracts may be issued separately or as part of stock
purchase units consisting of:

  (1) a stock purchase contract, and

  (2) preferred securities or debt obligations of third parties, including
      U.S. Treasury securities, securing the holders' obligations to purchase
      the common stock or the preferred stock under the stock purchase
      contracts.

  The stock purchase contracts may require ITC/\DeltaCom to make periodic
payments to the holders of the stock purchase units or vice versa, and such
payments may be unsecured or prefunded on some basis. The stock purchase
contracts may require holders to secure their obligations thereunder in a
specified manner.

  The securities related to the stock purchase contracts will be pledged to a
collateral agent, for the benefit of ITC/\DeltaCom, pursuant to a pledge
agreement. The pledged securities will secure the obligations of holders of
stock purchase contracts to purchase common stock or preferred stock under the
related stock purchase contracts. The rights of holders of stock purchase
contracts to the related pledged securities will be subject to ITC/\DeltaCom's
security interest in those pledged securities. That security interest will be
created by the pledge agreement. No holder of stock purchase contracts will be
permitted to withdraw the pledged securities related to the stock purchase
contracts from the pledge arrangement except upon the termination or early
settlement of the related stock purchase contracts. Subject to that security
interest and the terms of the purchase contract agreement and the pledge
agreement, each holder of a stock purchase contract will retain full beneficial
ownership of the related pledged securities.

  Except as described in the applicable prospectus supplement, upon receipt of
distributions on the pledged securities, the collateral agent will distribute
the payments to ITC/\DeltaCom or a purchase contract agent, as provided in the
pledge agreement. The purchase contract agent will in turn distribute payments
it receives as provided in the stock purchase contract. The applicable
prospectus supplement will describe the terms of any stock purchase contracts
or stock purchase units. The description in the prospectus supplement will not
necessarily be complete and will be qualified in its entirety by reference to
the stock purchase contracts, and, if applicable, collateral arrangements and
depositary arrangements, relating to such stock purchase contracts or stock
purchase units.

                                       31
<PAGE>

                       DESCRIPTION OF SUBSCRIPTION RIGHTS

General

  We may issue subscription rights to purchase common stock, preferred stock,
depositary shares or warrants to purchase preferred stock or common stock. We
may issue subscription rights independently or together with any other offered
security and which may or may not be transferable by the purchaser receiving
the subscription rights. In connection with any subscription rights offering to
our stockholders, we may enter into a standby underwriting arrangement with one
or more underwriters pursuant to which the underwriters will purchase any
offered securities remaining unsubscribed for after the subscription rights
offering. In connection with a subscription rights offering to our
stockholders, certificates evidencing the subscription rights and a prospectus
supplement will be distributed to our stockholders on the record date for
receiving subscription rights in the subscription rights offering set by us.

  The applicable prospectus supplement will describe the following terms of
subscription rights in respect of which this prospectus is being delivered:

  (1) the title of the subscription rights;

  (2) the securities for which the subscription rights are exercisable;

  (3) the exercise price for the subscription rights;

  (4) the number of subscription rights issued to each stockholder;

  (5) the extent to which the subscription rights are transferable;

  (6) if applicable, a discussion of the material United States federal
      income tax considerations applicable to the issuance or exercise of the
      subscription rights;

  (7) any other terms of the subscription rights, including terms, procedures
      and limitations relating to the exchange and exercise of the
      subscription rights;

  (8) the date on which the right to exercise the subscription rights will
      commence, and the date on which the right will expire;

  (9) the extent to which the subscription rights offering includes an over-
      subscription privilege with respect to unsubscribed securities; and

  (10) if applicable, the material terms of any standby underwriting
       arrangement entered into by ITC/\DeltaCom in connection with the
       subscription rights offering.

Exercise of Subscription Rights

  Each subscription right will entitle the holder of subscription rights to
purchase for cash the number of shares of preferred stock, depositary shares,
common stock, warrants or any combination thereof, at the exercise price as
shall in each case be set forth in, or be determinable as set forth in, the
prospectus supplement relating to the subscription rights offered thereby.
Subscription rights may be exercised at any time up to the close of business on
the expiration date for the subscription rights set forth in the prospectus
supplement. After the close of business on the expiration date, all unexercised
subscription rights will become void.

  Subscription rights may be exercised as set forth in the prospectus
supplement relating to the subscription rights offered thereby. Upon receipt of
payment and the subscription rights certificate properly completed and duly
executed at the corporate trust office of the subscription rights agent or any
other office indicated in the prospectus supplement, ITC/\DeltaCom will, as soon
as practicable, forward the shares of preferred stock or common stock,
depositary shares or warrants purchasable upon exercise of the subscription
rights. In the event that not all of the subscription rights issued in any
offering are exercised, ITC/\DeltaCom may determine to offer any unsubscribed
offered securities directly to persons other than stockholders, to or through
agents, underwriters or dealers or through a combination of these methods,
including pursuant to standby underwriting arrangements, as set forth in the
applicable prospectus supplement.

                                       32
<PAGE>

                              PLAN OF DISTRIBUTION

  We may sell the offered securities:

  .directly to purchasers;

  .through agents;

  .through dealers;

  .through underwriters;

  .directly to our stockholders; or

  .through a combination of any of these methods of sale.

In addition, we may issue the offered securities as a dividend or distribution.

  We may effect the distribution of the offered securities from time to time in
one or more transactions either:

  .at a fixed price or prices, which may be changed;

  .at market prices prevailing at the time of sale;

  .at prices related to such prevailing market prices; or

  .at negotiated prices.

  ITC/\DeltaCom may directly solicit offers to purchase offered securities.
Agents designated by ITC/\DeltaCom from time to time may also solicit offers to
purchase offered securities. Any agent designated by ITC/\DeltaCom, who may be
deemed to be an "underwriter" as that term is defined in the Securities Act,
involved in the offer or sale of the offered securities in respect of which
this prospectus is delivered will be named, and any commissions payable by
ITC/\DeltaCom to such agent will be set forth, in a prospectus supplement.

  If a dealer is utilized in the sale of the offered securities in respect of
which this prospectus is delivered, ITC/\DeltaCom will sell the offered
securities to the dealer, as principal. The dealer, who may be deemed to be an
"underwriter" as that term is defined in the Securities Act, may then resell
the offered securities to the public at varying prices to be determined by the
dealer at the time of resale.

  If an underwriter is, or underwriters are, utilized in the sale, ITC/\DeltaCom
will execute an underwriting agreement with the underwriters at the time of
sale to them, and the names of the underwriters will be set forth in a
prospectus supplement, which will be used by the underwriters to make resales
of the offered securities in respect of which this prospectus is delivered to
the public. In connection with the sale of offered securities, each underwriter
may be deemed to have received compensation from ITC/\DeltaCom in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of offered securities for whom they may act as agents. Underwriters
may also sell offered securities to or through dealers, and those dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agents. Any underwriting compensation paid by ITC/\DeltaCom to underwriters
in connection with the offering of offered securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable prospectus supplement.

  Pursuant to any standby underwriting agreement entered into in connection
with a subscription rights offering to ITC/\DeltaCom's stockholders, persons
acting as standby underwriters may receive a commitment fee for all securities
underlying the subscription rights that the underwriter commits to purchase on
a standby basis. Prior to the expiration date with respect to any subscription
rights, any standby underwriters

                                       33
<PAGE>


in a subscription rights offering to ITC/\DeltaCom's stockholders may offer such
securities on a when-issued basis, including securities to be acquired through
the purchase and exercise of subscription rights, at prices set from time to
time by the standby underwriters. After the expiration date with respect to the
subscription rights, the underwriters may offer securities of the type
underlying the subscription rights, whether acquired pursuant to a standby
underwriting agreement, the exercise of the subscription rights or the purchase
of such securities in the market, to the public at a price or prices to be
determined by the underwriters. The standby underwriters may thus realize
profits or losses independent of the underwriting discounts or commissions paid
by ITC/\DeltaCom. If ITC/\DeltaCom does not enter into a standby underwriting
arrangement in connection with a subscription rights offering to ITC/\DeltaCom's
stockholders, ITC/\DeltaCom may elect to retain a dealer-manager to manage a
subscription rights offering for ITC/\DeltaCom. Any such dealer-manager may
offer securities of the type underlying the subscription rights acquired or to
be acquired pursuant to the purchase and exercise of subscription rights and
may thus realize profits or losses independent of any dealer-manager fee paid
by ITC/\DeltaCom.

  Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with ITC/\DeltaCom, to indemnification by
ITC/\DeltaCom against specified civil liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which they may
be required to make in respect of those specified civil liabilities.
Underwriters and agents may engage in transactions with, or perform services
for, ITC/\DeltaCom in the ordinary course of business.

  If so indicated in the applicable prospectus supplement, ITC/\DeltaCom will
authorize underwriters, dealers or other persons to solicit offers by
institutions to purchase offered securities pursuant to contracts providing for
payment and delivery on a future date or dates. Institutions with which those
contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others. The obligations of any purchasers under any such
contract will not be subject to any conditions except that:

  .  the purchase of the offered securities will not at the time of delivery
     be prohibited under the laws of the jurisdiction to which the purchaser
     is subject; and

  .  if the offered securities are also being sold to underwriters,
     ITC/\DeltaCom must have sold to the underwriters the offered securities
     not sold for delayed delivery.

  The underwriters, dealers and such other persons will not have any
responsibility in respect of the validity or performance of the contracts. The
prospectus supplement relating to the contracts will set forth the price to be
paid for offered securities pursuant to the contracts, the commission payable
for solicitation of the contracts and the date or dates in the future for
delivery of offered securities pursuant to the contracts.

  Any underwriter may engage in stabilizing and syndicate covering transactions
in accordance with Rule 104 under the Securities Exchange Act. Rule 104 permits
stabilizing bids to purchase the underlying security so long as the stabilizing
bids do not exceed a specified maximum. The underwriters may overallot shares
of the offered securities in connection with an offering of offered securities,
thereby creating a short position in the underwriters' account. Syndicate
covering transactions involve purchases of the offered securities in the open
market after the distribution has been completed in order to cover syndicate
short positions. Stabilizing and syndicate covering transactions may cause the
price of the offered securities to be higher than it would otherwise be in the
absence of such transactions. These transactions, if commenced, may be
discontinued at any time.

  The anticipated date of delivery of offered securities will be set forth in
the applicable prospectus supplement relating to each offer.


                                       34
<PAGE>

                                 LEGAL MATTERS

  The validity of the offered securities will be passed upon for ITC/\DeltaCom
by Hogan & Hartson L.L.P., McLean, Virginia, special counsel for ITC/\DeltaCom.
Hogan & Hartson L.L.P. also provides legal services to affiliated companies of
ITC/\DeltaCom and Campbell B. Lanier, III, chairman of ITC/\DeltaCom. If the
offered securities are distributed in an underwritten offering or through
agents, certain legal matters may be passed upon for any agents or underwriters
by counsel for such agents or underwriters identified in the applicable
prospectus supplement.

                                    EXPERTS

  The consolidated balance sheets of ITC/\DeltaCom, Inc. and subsidiaries as of
December 31, 1999 and 1998, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1999 and the related schedule incorporated by
reference in this Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

                                       35
<PAGE>


                               $300,000,000


                             [ITC/\DeltaCom LOGO]


                         Common Stock, Preferred Stock,

                          Depositary Shares, Warrants,

                      Subscription Rights, Stock Purchase

                       Contracts to Purchase Common Stock

                          or Preferred Stock and Stock

                                 Purchase Units


                                   Prospectus


                           Dated April 27, 2000
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

  The following table sets forth various fees and expenses, other than
underwriting discounts and commissions, payable by ITC/\DeltaCom in connection
with the issuance and distribution of the securities being registered. All
amounts shown are estimates except for the SEC registration fee.

<TABLE>
   <S>                                                                 <C>
   SEC Registration Fee............................................... $ 33,472
   Printing and Duplicating Expenses..................................  125,000
   Legal Fees and Expenses............................................  100,000
   Accounting Fees and Expenses.......................................   50,000
   Miscellaneous......................................................   51,528
                                                                       --------
     Total............................................................ $360,000
                                                                       ========
</TABLE>

Item 15. Indemnification of Directors and Officers

  Under Section 145 of the Delaware General Corporation Law ("DGCL"), a
corporation may indemnify its directors, officers, employees and agents and its
former directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The DGCL provides,
however, that such person must have acted in good faith and in a manner such
person reasonably believed to be in (or not opposed to) the best interests of
the corporation and, in the case of a criminal action, such person must have
had no reasonable cause to believe his or her conduct was unlawful. In
addition, the DGCL does not permit indemnification in an action or suit by or
in the right of the corporation, where such person has been adjudged liable to
the corporation, unless, and only to the extent that, a court determines that
such person fairly and reasonably is entitled to indemnity for costs the court
deems proper in light of liability adjudication. Indemnity is mandatory to the
extent a claim, issue or matter has been successfully defended.

  ITC/\DeltaCom's Restated Certificate of Incorporation contains provisions that
provide that no director of ITC/\DeltaCom shall be liable for breach of
fiduciary duty as a director except for (1) any breach of the directors' duty
of loyalty to ITC/\DeltaCom or its stockholders; (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
the law; (3) liability under Section 174 of the DGCL; or (4) any transaction
from which the director derived an improper personal benefit. Under the Amended
and Restated Bylaws of ITC/\DeltaCom, ITC/\DeltaCom is required to advance
expenses incurred by an officer or director in defending any such action if the
director or officer undertakes to repay such amount if it is determined that
the director or officer is not entitled to indemnification. In addition,
ITC/\DeltaCom has entered into indemnity agreements with each of its directors
pursuant to which ITC/\DeltaCom has agreed to indemnify the directors as
permitted by the DGCL. ITC/\DeltaCom has obtained directors and officers
liability insurance against certain liabilities, including liabilities under
the Securities Act.

  Insofar as indemnification for liabilities arising under the Securities Act
of 1933, may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, ITC/\DeltaCom has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

                                      II-1
<PAGE>

Item 16. Exhibits

<TABLE>
 <C>    <S>
   *1.1 Form of Underwriting Agreement

    4.1 Restated Certificate of incorporation of ITC/\DeltaCom, Inc. (filed as
        Exhibit 3.1 to Registration Statement on Form S-4, as amended,
        Commission File No. 333-71735, and incorporated herein by reference).

    4.2 Amended and Restated Bylaws of ITC/\DeltaCom, Inc. (filed as Exhibit 3.2
        to Registration Statement on Form S-1, as amended, Commission File No.
        333-36683 ("Form S-1"), and incorporated herein by reference).

    4.3 Form of Common Stock Certificate of the Company (Filed as Exhibit 4.1
        to Form S-1 and incorporated herein by reference).

  **5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
        securities being registered.

   12.1 Statement Regarding Computation of Ratios (Filed as Exhibit 12.1 to the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1999, Commission File No. 0-23252, and incorporated herein by
        reference).

 **23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1).

 **23.2 Consent of Arthur Andersen LLP, independent public accountants.

   24.1 Power of Attorney. Previously filed.
</TABLE>
- --------

 * To be filed by amendment or by a Current Report on Form 8-K pursuant to
   Regulation S-K, Item 601(b).
** Filed herewith.

Item 17. Undertakings

  (a) The undersigned Registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after
           the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the
           information set forth in this registration statement.
           Notwithstanding the foregoing, any increase or decrease in
           volume of securities offered (if the total dollar value of
           securities offered would not exceed that which was registered)
           and any deviation from the low or high end of the estimated
           maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b)
           if, in the aggregate, the changes in volume and price represent
           no more than a 20 percent change in the maximum aggregate
           offering price set forth in the "Calculation of Registration
           Fee" table in the effective registration statement; and

      (iii) To include any material information with respect to the plan
            of distribution not previously disclosed in the registration
            statement or any material change to such information in this
            registration statement;

  provided, however, that subparagraphs (i) and (ii) above shall not apply if
  the information required to be included in a post-effective amendment by
  those paragraphs is contained in the periodic reports filed with or
  furnished to the Commission by the Registrant pursuant to Section 13 or
  Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
  by reference in this registration statement.

    (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the Offered Securities
  offered herein, and the offering of such Offered Securities at that time
  shall be deemed to be the initial bona fide offering thereof.

                                      II-2
<PAGE>

    (3) To remove from registration by means of a post-effective amendment
  any of the Securities being registered which remain unsold at the
  termination of the offering.

  (b) The undersigned Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the Offered Securities offered herein, and the offering
of such Offered Securities at that time shall be deemed to be the initial bona
fide offering thereof.

  (c) The undersigned Registrant hereby undertakes to supplement the
prospectus, after the expiration of the subscription period, to set forth the
results of the subscription offer, the transactions by the underwriters during
the subscription period, the amount of unsubscribed securities to be purchased
by the underwriters, and the terms of any subsequent reoffering thereof. If any
public offering by the underwriters is to be made on terms differing from those
set forth on the cover page of the prospectus, a post-effective amendment will
be filed to set forth the terms of such offering.

  (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to existing provisions or arrangements whereby the
Registrant may indemnify a director, officer or controlling person of the
Registrant against liabilities arising under the Securities Act of 1933, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

  (e) The undersigned Registrant hereby undertakes that:

    (i) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of prospectus filed as part of
  this registration statement in reliance upon Rule 430A and contained in a
  form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
  (4) or 497(h) under the Securities Act shall be deemed to be a part of this
  registration statement as of the time it was declared effective; and

    (ii) For the purpose of determining any liability under the Securities
  Act of 1933, each post-effective amendment that contains a form of
  prospectus shall be deemed to be a new registration statement relating to
  the securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.

                                      II-3
<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Point, State of Georgia, on this 27th day of
April, 2000.

                                          ITC/\DELTACOM, INC.

                                                /s/ Douglas A. Shumate
                                          By: _________________________________
                                                    Douglas A. Shumate
                                              Senior Vice President and Chief
                                                     Financial Officer

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons, in the capacities
indicated below, on this 27th day of April, 2000.

<TABLE>
<CAPTION>
                 Signature                                     Title
                 ---------                                     -----

<S>                                         <C>
                     *                      Chairman, Director
___________________________________________
          Campbell B. Lanier, III

                     *                      Chief Executive Officer, Vice Chairman and
___________________________________________  Director (Principal Executive Officer)
             Andrew M. Walker

        /s/ Douglas A. Shumate              Senior Vice President and Chief Financial
___________________________________________  Officer (Principal Financial Officer and
            Douglas A. Shumate               Principal Accounting Officer)

                     *                      Director
___________________________________________
            James H. Black, Jr.

                     *                      Director
___________________________________________
             Donald W. Burton

                     *                      Director
___________________________________________
          Malcolm C. Davenport, V

                     *                      Director
___________________________________________
             Robert A. Dolson

                     *                      Director
___________________________________________
              O. Gene Gabbard

                     *                      Director
___________________________________________
              William T. Parr

                     *                      Director
___________________________________________
           William H. Scott, III

                     *                      Director
___________________________________________
           William B. Timmerman
</TABLE>

    /s/ Douglas A. Shumate

* By:___________________________

        Douglas A. Shumate
           Attorney-In-Fact

                                      II-4
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
 <C>    <S>
   *1.1 Form of Underwriting Agreement.

    4.1 Restated Certificate of Incorporation of ITC/\DeltaCom, Inc. (filed as
        Exhibit 3.1 to Registration Statement on Form S-4, as amended,
        Commission File No. 333-71735, and incorporated herein by reference).

    4.2 Amended and Restated Bylaws of ITC/\DeltaCom, Inc. (filed as Exhibit 3.2
        to Registration Statement on Form S-1, as amended, Commission File No.
        333-36683 ("Form S-1"), and incorporated herein by reference).

    4.3 Form of Common Stock Certificate of the Company (Filed as Exhibit 4.1
        to Form S-1 and incorporated herein by reference).

  **5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
        securities being registered.

   12.1 Statement Regarding Computation of Ratios (Filed as Exhibit 12.1 to the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1999, Commission File No. 0-23252, and incorporated herein by
        reference).

 **23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1).

 **23.2 Consent of Arthur Andersen LLP, independent public accountants.

   24.1 Power of Attorney. Previously filed.
</TABLE>
- --------

 * To be filed by amendment or by a Current Report on Form 8-K pursuant to
   Regulation S-K, Item 601(b).
** Filed herewith.

<PAGE>

                                                                     EXHIBIT 5.1
                                                                     -----------
                      [Hogan & Hartson L.L.P. letterhead]


                                 April 27, 2000


Board of Directors
ITC/\DeltaCom, Inc.
1791 O.G. Skinner Drive
West Point, GA  31833


Ladies and Gentlemen:


          We are acting as counsel to ITC/\DeltaCom, Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-3, as amended (SEC File No. 333-34372) (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating to the proposed public
offering of up to $126,787,500 in aggregate amount of one or more series of the
Company's securities, which securities may include any or all of the Company's:

     (i)   shares of common stock, par value $.01 per share (the "Common
           Shares"),
     (ii)  shares of preferred stock, par value $.01 per share (the "Preferred
           Shares"),
     (iii) Preferred Shares represented by depositary shares (the "Depositary
           Shares"),
     (iv)  warrants to purchase Common Shares, Preferred Shares or Depositary
           Shares (the "Warrants"),
     (v)   subscription rights evidencing the right to purchase the foregoing
           securities (the "Subscription Rights"), or
     (vi)  stock purchase contracts to purchase Common Shares or Preferred
           Shares (the "Stock Purchase Contracts") and stock purchase units (the
           "Stock Purchase Units" and, together with the Common Shares,
           Preferred Shares, Depositary Shares, Warrants, Subscription Rights
           and Stock Purchase Contracts, the "Securities"),

all of which Securities may be offered and sold from time to time as set forth
in the prospectus which forms a part of the Registration Statement (the
"Prospectus"), and as set forth in one or more supplements to the Prospectus
(each, a "Prospectus Supplement"). This opinion letter is furnished to you at
your request to enable you
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to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
Section 229.601(b)(5), in connection with the Registration Statement.

          For purposes of this opinion letter, we have examined copies of the
following documents:

     1.   The Registration Statement.

     2.   The Restated Certificate of Incorporation of the Company (the
          "Certificate of Incorporation"), as certified by the Secretary of
          State of the State of Delaware on March 21, 2000 and by the Secretary
          of the Company on the date hereof as then being complete, accurate and
          in effect.

     3.   The Amended and Restated Bylaws of the Company (the "Bylaws"), as
          certified by the Secretary of the Company on the date hereof as then
          being complete, accurate and in effect.

     4.   Resolutions of the Board of Directors of the Company adopted at a
          meeting held on March 17, 2000, as certified by the Secretary of the
          Company on the date hereof as being complete, accurate and in effect,
          relating to the filing by the Company of the Registration Statement
          and related matters.

          In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter is
given, and all statements herein are made, in the context of the foregoing.

          For purposes of this opinion letter, we have assumed that (i) the
issuance, sale, amount and terms of the Securities to be offered from time to
time will be duly authorized and established by proper action of the Board of
Directors of the Company (each, a "Board Action") and in accordance with the
Certificate of Incorporation, the Bylaws and applicable provisions of Delaware
law; (ii) prior to any issuance of Preferred Shares or Depositary Shares,
appropriate Certificate or Certificates of Designation relating to a class or
series of the Preferred Shares or Depositary Shares to be sold under the
Registration Statement will have been duly authorized and adopted and filed with
the Secretary of State of the State of Delaware (the "Certificate of
Designation"); (iii) any Depositary Shares will be

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issued by the Depositary (as defined below) under one or more deposit agreements
(each, a "Deposit Agreement"), each to be between the Company and a financial
institution identified therein as the depositary (each, a "Depositary"); and
(iv) any Warrants will be issued under one or more warrant agreements (each, a
"Warrant Agreement"), each to be between the Company and a financial institution
identified therein as a warrant agent (each, a "Warrant Agent").

          This opinion letter is based as to matters of law solely on Delaware
corporate law and New York commercial law (but not including any statutes,
ordinances, administrative decisions, rules or regulations of any political
subdivision of the State of New York).  We express no opinion herein as to any
other laws, statutes, regulations or ordinances.

          Based upon, subject to and limited by the foregoing, we are of the
opinion that, as of the date hereof:

          (a) When the Registration Statement has become effective under the
Securities Act, upon due authorization by Board Action of an issuance of Common
Shares, and upon issuance and delivery of certificates for Common Shares against
payment therefor in accordance with the terms of such Board Action and any
applicable underwriting agreement or purchase agreement, and as contemplated by
the Registration Statement and/or the applicable Prospectus Supplement or upon
the exercise of any Warrants for Common Shares in accordance with the terms
thereof, or conversion or exchange of Preferred Shares that, by their terms, are
convertible into or exchangeable for Common Shares, and receipt by the Company
of any additional consideration payable upon such conversion, exchange or
exercise, the Common Shares represented by such certificates will be validly
issued, fully paid and non-assessable.

          (b) When (i) the Registration Statement has become effective under the
Securities Act, (ii) a series of the Preferred Shares has been duly authorized
and established by applicable Board Action, in accordance with the terms of the
Certificate of Incorporation, the Bylaws and applicable law, (iii) appropriate
Certificate or Certificates of Designation have been filed, and (iv) the
issuance of such Preferred Shares has been appropriately authorized by
applicable Board Action, and, upon issuance and delivery of certificates for
such series of Preferred Shares against payment therefor in accordance with the
terms of such Board Action and any applicable underwriting or purchase
agreement, and as contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, such Preferred Shares will be validly issued,
fully paid and non-assessable.

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          (c) When (i) the Registration Statement has become effective under the
Securities Act, (ii) a series of Preferred Shares underlying a series of
Depositary Shares has been classified by applicable Board Action, in accordance
with the terms of the Certificate of Incorporation, the Bylaws and applicable
provisions of Delaware law, (iii) appropriate Certificate or Certificates of
Designation have been filed with respect to such Preferred Shares, (iv) the
execution and delivery of a Deposit Agreement have been appropriately authorized
by applicable Board Action and (v) the depositary receipts representing the
Depositary Shares (the "Depositary Receipts") in the form contemplated and
authorized by a Deposit Agreement have been duly executed and delivered by the
Depositary against payment of valid consideration therefor in accordance with
the terms of the Deposit Agreement and any applicable underwriting or purchase
agreement, and as contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, such Depositary Shares will be validly issued.

          (d) When (i) the Registration Statement has become effective under the
Securities Act, (ii) a Warrant Agreement conforming to the description thereof
in the Registration Statement and/or the applicable Prospectus Supplement has
been duly authorized by applicable Board Action and delivered by the Company and
the Warrant Agent named therein and (iii) Warrants conforming to the
requirements of the related Warrant Agreement have been duly authenticated by
the Warrant Agent and duly executed and delivered on behalf of the Company
against payment therefor in accordance with the terms of such Board Action, any
applicable underwriting agreement or purchase agreement and the applicable
Warrant Agreement, and as contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, the Warrants will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or other
laws affecting  creditors' rights (including, without limitation, the effect of
statutory and other law regarding fraudulent conveyances, fraudulent transfers
and preferential transfers) and as may be limited by the exercise of judicial
discretion and the application of principles of equity, including, without
limitation, requirements of good faith, fair dealing, conscionability and
materiality (regardless of whether enforcement is considered in a proceeding in
equity or at law).

          (e) When (i) the Registration Statement has become effective under the
Securities Act and (ii) the specific terms of Subscription Rights have been duly
established and a certificate bearing such terms (the "Subscription Right
Certificate") has been duly executed and delivered by or on behalf of the
Company as contemplated in the Registration Statement and/or the related
Prospectus Supplement, and assuming (i) that the terms of the Subscription
Rights as set forth in the Subscription Right Certificate are as described in
the Registration Statement and/or the applicable Prospectus Supplement, (ii)
that the terms of the Subscription Rights as set forth

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in the Subscription Right Certificate do not violate any law applicable to the
Company or result in a default under or breach of any agreement or instrument
binding upon the Company, and (iii) that the Subscription Rights are then issued
as contemplated in the Registration Statement and/or the applicable Prospectus
Supplement, the Subscription Rights will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors' rights (including, without limitation, the effect of
statutory and other law regarding fraudulent conveyances, fraudulent transfers
and preferential transfers) and as may be limited by the exercise of judicial
discretion and the application of principles of equity, including, without
limitation, requirements of good faith, fair dealing, conscionability and
materiality (regardless of whether enforcement is considered in a proceeding in
equity or at law).

          (f)  When (i) the Registration Statement has become effective under
the Securities Act, (ii) the Purchase Contract Agreement relating to the Stock
Purchase Contracts has been duly authorized, executed and delivered, (iii) the
terms of the Stock Purchase Contracts and of their issuance and sale have been
duly established in conformity with the Purchase Contract Agreement and do not
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Company, and (iv) the Stock Purchase Contracts have been duly executed
and countersigned in accordance with the Purchase Contract Agreement and issued
and sold as contemplated by the Registration Statement, the Stock Purchase
Contracts will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights (including, without limitation, the effect of statutory and
other law regarding fraudulent conveyances, fraudulent transfers and
preferential transfers) and as may be limited by the exercise of judicial
discretion and the application of principles of equity, including, without
limitation, requirements of good faith, fair dealing, conscionability and
materiality (regardless of whether enforcement is considered in a proceeding in
equity or at law).

          To the extent that the obligations of the Company under any Warrant
Agreement may be dependent upon such matters, we assume for purposes of this
opinion that the applicable Warrant Agent is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization; that
the Warrant

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Agent is duly qualified to engage in the activities contemplated by the Warrant
Agreement; that the Warrant Agreement has been duly authorized, executed and
delivered by the Warrant Agent and constitutes the valid and binding obligation
of the Warrant Agent enforceable against the Warrant Agent in accordance with
its terms; that the Warrant Agent is in compliance, with respect to acting as a
Warrant Agent under the Warrant Agreement, with all applicable laws and
regulations; and that the Warrant Agent has the requisite organizational and
legal power and authority to perform its obligations under the Warrant
Agreement.

          To the extent that the obligations of the Company and the rights of
any holder of Depositary Shares under any Deposit Agreement may be dependent
upon such matters, we assume for purposes of this opinion that the applicable
Depositary is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Depositary is duly qualified
to engage in the activities contemplated by the Deposit Agreement; that the
Deposit Agreement has been duly authorized, executed and delivered by the
Depositary and constitutes a valid and binding obligation of the Depositary
enforceable against the Depositary in accordance with its terms; that the
Depositary is in compliance, with respect to acting as a Depositary under the
Deposit Agreement, with all applicable laws and regulations; and that the
Depositary has the requisite organizational and legal power and authority to
perform its obligations under the Deposit Agreement.

                               *   *   *   *   *

          The opinions expressed in Paragraphs (d), (e) and (f) above shall be
understood to mean only that if there is a default in performance of an
obligation, (i) if a failure to pay or other damage can be shown and (ii) if the
defaulting party can be brought into a court which will hear the case and apply
the governing law, then, subject to the availability of defenses, and to the
exceptions set forth in Paragraphs (d), (e) and (f), the court will provide a
money damage (or perhaps injunctive or specific performance) remedy.

          We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion  letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.

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          We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act.


                                    Very truly yours,



                                    /s/ Hogan & Hartson L.L.P.
                                    ----------------------------
                                    HOGAN & HARTSON L.L.P.

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                                                                    EXHIBIT 23.2

                                               [ARTHUR ANDERSEN LETTERHEAD]

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 11, 2000
on the financial statements of ITC/\DeltaCom, Inc. and Subsidiaries and the
related financial statement schedule included in ITC/\DeltaCom, Inc.'s Form 10-K
for the year ended December 31, 1999, and to all references to our firm
included in this registration statement.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia

April 25, 2000


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