STARTEC GLOBAL COMMUNICATIONS CORP
S-3/A, 1999-07-23
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>
       As filed with the Securities and Exchange Commission
                         on July 23, 1999
                                      Registration No. 333-78171
=================================================================
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                    --------------------------
                  PRE-EFFECTIVE AMENDMENT NO. 1
                             FORM S-3
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                    --------------------------

            STARTEC GLOBAL COMMUNICATIONS CORPORATION
      (Exact name of Registrant as specified in its charter)

         Delaware                         52-2099559
(State or other Jurisdiction            (I.R.S. Employer
 of Incorporation or Organization)      Identification No.)

                    --------------------------
                      10411 Motor City Drive
                        Bethesda, MD 20817
                          (301) 365-8959
           (Address, Including Zip Code, and Telephone
          Number, Including Area Code, of Registrant's
                   Principal Executive Offices)

                           RAM MUKUNDA
         Chairman, President and Chief Executive Officer
            Startec Global Communications Corporation
                      10411 Motor City Drive
                        Bethesda, MD 20817
                          (301) 365-8959
        (Name, Address, Including Zip Code, and Telephone
        Number, Including Area Code, of Agent for Service)

                            Copies to:
                      ROBERT B. MURPHY, ESQ.
                        STEVEN E. FRIEDMAN
               Schnader Harrison Segal & Lewis LLP
              1300 Eye Street, N.W., 11th Floor East
                   Washington, D.C. 20005-3314
                           202-216-4200
                     ------------------------

     Approximate Date of Proposed Sale to the Public: From time
to time 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

Title of                            Proposed
securities to be    Amount to be    Maximum Price
be registered*      Registered**    Per Share**
- ----------------    -------------   ---------------
Common Stock,       888,590         $6.875/$14.50
$.01 par value


Proposed
Maximum
Aggregate      Amount of
Offering       Registration
Price*         Fee***
- -----------    ------------
$12,884,555    $1,784.57

- ----------------------
*    Includes associated Preferred Share Purchase Rights.

**   Estimated under Rule 457(c) solely for the purpose of
calculating the registration fee, based upon the closing prices
as reported on the NASDAQ National Market on May 5, 1999 of
$6.875 for 847,900 shares of common stock ($1,620.55 fee amount),
and $14.50 on July 22, 1999 for 40,690 shares of common stock
($164.02 fee amount).

***  A fee of $1,620.55 was previously paid.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
UNDER SAID SECTION 8(a), MAY DETERMINE.
=================================================================

<PAGE>

PROSPECTUS

            STARTEC GLOBAL COMMUNICATIONS CORPORATION

                          888,590 Shares
                           Common Stock

     The selling shareholders listed herein may offer from time
to time up to an aggregate of 888,590 shares of our common stock
under this prospectus.  We originally issued and sold these
shares to some of the selling shareholders in private placement
transactions pursuant to exemptions from registration under
Regulation D and/or Section 4(2) of the Securities Act of 1933
and to other selling shareholders who are non-U.S. persons
pursuant to the exemptions under Regulation S of the Securities
Act of 1933.

     No underwriter is being used in connection with this
offering of common stock.  The selling shareholders may offer and
sell their shares to or through broker-dealers, who may receive
compensation in the form of discounts, concessions or commissions
from the selling shareholders, the purchasers of the shares, or
both.  We will not receive any of the proceeds from the sale of
shares.

     Our common stock is traded on the Nasdaq National Market
under the symbol "STGC."  On July 22, 1999, the closing bid price
of one share of our common stock was $14.50.

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

     INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS.  YOU
SHOULD CAREFULLY READ AND CONSIDER THE "RISK FACTORS" SECTION
OF THIS PROSPECTUS BEGINNING ON PAGE __.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS.  ANY REPRESENTATION TO CONTRARY IS A CRIMINAL
OFFENSE.


           The date of this prospectus is July   , 1999

<PAGE>
                        TABLE OF CONTENTS

                                                             Page
Where You Can Find More Information. . . . . . . . . . .
Information Incorporated By Reference. . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . .
The Company. . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . .
Recent Developments. . . . . . . . . . . . . . . . . . .
Selling Shareholders . . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . .
Legal Matters. . . . . . . . . . . . . . . . . . . . . .
Experts. . . . . . . . . . . . . . . . . . . . . . . . .


     We have not authorized anyone to provide you with
information or to represent anything not contained in this
prospectus.  You must not rely on any unauthorized information or
representations.  The selling shareholders are offering to sell,
and seeking offers to buy, only the shares of our common stock
covered by this prospectus, and only under circumstances and in
jurisdictions where it is lawful to do so.  The information
contained in this prospectus is current only as of its date,
regardless of the time of delivery of this prospectus or of any
sale of the shares.

     You should read carefully the entire prospectus, as well as
the documents incorporated by reference in the prospectus, before
making an investment decision.  All references to "we," "us,"
"our," or the "company" in this prospectus means Startec Global
Communications Corporation and its subsidiaries, except where it
is made clear that the term means only the parent company.

               WHERE YOU CAN FIND MORE INFORMATION

     Because we are subject to the informational requirements of
the Securities Exchange Act of 1934, we file annual, quarterly
and special reports, proxy statements and other information with
the SEC.  You may read and copy any document we file at the SEC's
public reference rooms at the SEC's principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
SEC's regional offices at Seven World Trade Center, 13th Floor,
New York, New York 10048, and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661.  Our SEC filings are
also available to the public from the SEC's website at
"http://www.sec.gov".  In addition, any of our SEC filings may
also be inspected and copied at the offices of The Nasdaq Stock
Market, Inc., 1735 K Street, N.W., Washington, D.C.  20006.

     We have filed with the SEC a registration statement on Form
S-3 for the common stock offered by this prospectus.  As
permitted by the rules and regulations of the SEC, we have
omitted certain information in the prospectus set forth or
incorporated by reference in the registration statement and the
exhibits and schedules to the registration statement.  You may
inspect and obtain the registration statement, including its
exhibits and schedules incorporated by reference in the
registration statement as described in the preceding paragraph.
Statements contained in this prospectus concerning the contents
of any document we refer to are not necessarily complete and in
each instance we refer you to the copy of that document of the
applicable document filed as an exhibit to the registration
statement with the SEC.
<PAGE>
              INFORMATION INCORPORATED BY REFERENCE

     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 to those documents.
The information incorporated by reference is considered to be
part of this prospectus, and the information that we file at a
later date with the SEC will automatically update and supersede
this information.  We incorporate by reference the documents
listed below as well as any future filings we will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:

          (a)  Our Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.

          (b)  All other reports pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of our
fiscal year ended December 31, 1998.

          (c)  The description of our common stock which is
contained in our registration statement on Form 8-A filed
September 15, 1997, as amended on October 8, 1997.

          You may request a copy of these filings, at no cost, by
writing or telephoning us at the following address:

            Startec Global Communications Corporation
                      10411 Motor City Drive
                        Bethesda, MD 20817
                Attention: Chief Financial Officer
                          (301) 365-8959

<PAGE>
                    FORWARD-LOOKING STATEMENTS

     This prospectus contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933,
and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are statements other than historical
information or statements of current condition.  You may identify
some forward-looking statements by the use of terms, such as
"believes", "anticipates", "intends", or "expects".  These
forward-looking statements relate to our plans, objectives and
expectations for future operations.  In light of the risks and
uncertainties inherent in all forward-looking statements, we do
not represent that we will achieve or we will realize our
objectives or plans.  Our revenues and results of operations are
difficult to forecast and could differ materially from those
projected in the forward-looking statements contained in this
prospectus as a result of certain factors including, but not
limited to, dependence on operating agreements with foreign
partners, significant foreign and U.S.-based customers and
suppliers, availability of transmission facilities, U.S. and
foreign regulations, international economic and political
instability, dependence on effective billing and information
systems, customer additions and attrition, significant industry
competition and rapid technological change.  These factors should
not be considered exhaustive; we do not take any obligation to
release publicly the results of any future revisions we may make
to forward-looking statements to reflect events or circumstances
after the date of this prospectus or to reflect the occurrence of
unanticipated events.
<PAGE>
                            THE COMPANY

Overview

     We are a rapidly growing, facilities-based international
long distance telecommunications service provider. We market our
services to select ethnic residential communities located in
major metropolitan areas in the United States and Europe and to
leading international long distance carriers.

     We provide our services through a flexible, high-quality
network of owned and leased transmission facilities, resale
arrangements, and a variety of operating and termination
agreements.  We currently own and operate switching
(call-routing) facilities in Paris, Switzerland, London,
Dusseldorf and Guam, with international gateway switching
facilities in New York, Los Angeles and Miami.  A second
international gateway switching facility in New York is scheduled
to go on line in the fourth quarter of 1999.  We expect to
install additional switches worldwide through 2000.

     We operate points-of-presence (primary installations of
telecommunications equipment, commonly known as POPs) in the
United States, Europe and Asia and plan to install additional
POPs in the United States, Canada, Europe and Asia during 1999
and 2000.  We also own capacity (space) for transmission of
voice, data and video transmission on 13 undersea fiber optic
cables and plan to acquire additional capacity on cable systems
linking North America, Europe, the Pacific Rim, Asia and Latin
America, as well as additional capacity linking the East Coast
and West Coast of the United States.  We also plan to invest in
or acquire capacity on two satellite earth stations located over
the Pacific and Atlantic Oceans.  As we execute our expansion
strategy and encounter new marketing opportunities, our
management may elect to relocate or re-deploy to alternate
locations certain switches, POPs and other network equipment.

     We were founded in 1989 to capitalize on opportunities to
provide international long distance services to select ethnic
communities located in major U.S. metropolitan markets that
generate  substantial long distance traffic to their countries of
origin.  Until 1995, we concentrated our marketing efforts in the
New York-Washington, D.C. corridor and focused on the delivery of
international calling services to India.  At the end of 1995,  we
expanded our marketing efforts to include the West Coast of the
United States, and began targeting other ethnic groups such as
the Middle Eastern, Filipino and Russian communities.  At the end
of 1998, we once again expanded our marketing efforts
geographically to include the United Kingdom and we diversified
our customer base across a broader spectrum of ethnic groups,
including the Caribbean, Latin American and Asian communities.

     We generate international call traffic terminating primarily
in Asia, the Pacific Rim, the Middle East, Africa, Eastern and
Western Europe and North America.  Our number of residential
customers has grown from 10,675 as of December 31, 1995 to
131,000 as of March 31, 1999.

     We use sophisticated database marketing techniques and a
variety of media to reach our targeted residential customers,
including focused print advertisements in ethnic newspapers,
advertisements on ethnic radio and television stations, direct
mailings, sponsorships of ethnic events and customer referrals.
Our strategy is to provide overall value to our customers through
the combination of competitive pricing and high levels of
service, rather than to compete on the basis of price alone. Our
customer service center,  which services our residential customer
base, is staffed by trained, multilingual customer service
representatives, and operates 24 hours a day, seven days a week.
We believe that our focused marketing programs and our dedication
to customer service enhance our ability to attract and retain
customers in a low-cost, efficient manner.

     Residential customers access our network by dialing a
carrier identification code prior to dialing the number they are
calling.  This service, known as "dial-around" or "casual
calling," enables customers to use our services without changing
their existing long distance carriers.  As part of our overall
strategy, we intend to increase the proportion of our net
revenues we derive from residential customers.

     In order to achieve economies of scale in our network
operations and to balance our residential international traffic,
we began marketing our excess network capacity to route calls for
international carriers seeking competitive rates and high-quality
transmission capacity in late 1995.  Since initiating this
international wholesale service, we have expanded our number of
carrier customers significantly.

     In 1998, our board of directors and our stockholders
approved our reorganization in which we realigned our corporate
structure to become a Delaware holding company and transferred
our assets into various subsidiaries of the Delaware holding
company.  This reorganization was completed in the first quarter
of 1999.  The merger did not impact our consolidated financial
statements.

Business Strategy

     Our objectives are twofold.  First, we seek to become the
leading provider of voice and data services to select ethnic
communities located in major metropolitan areas in the U.S.,
Canada, Europe and Asia with significant international long
distance usage to the emerging economies.  Second, we seek to
leverage our residential telecommunications business to become a
leading provider of wholesale carrier services on corresponding
international routes.  In order to achieve our objectives, we
rely on the following strategy:

     Expand the addressable market. We currently serve
residential customers in 26 major metropolitan areas in the U.S.,
Canada and Western Europe.  We also have identified over 40 major
markets outside the United States, primarily in Europe and
Southeast Asia, that we believe are attractive for entry based on
the demographic characteristics, traffic patterns, regulatory
environment and availability of appropriate advertising channels.
We anticipate entering up to 30 of these markets by the end of
2000.  In addition, we seek to increase our penetration of our
existing and prospective markets by:

     -    targeting additional ethnic communities;

     -    marketing additional routes to existing customers who
principally use our services for one route; and

     -    expanding our products and services to include
"dial-1", prepaid card accounts and Internet access.

     To help us achieve these objectives, we have recently
strategically installed or acquired telecommunications equipment
in Canada and six European cities to allow us to originate
traffic from customers in Canada and such European cities.

     Achieve "first-to-market" entry of select ethnic residential
markets. We believe that we enjoy significant competitive
advantages by establishing a brand name and customer base in
select ethnic residential communities ahead of our competitors.
We intend to capitalize on our proven marketing strategy to
penetrate select ethnic residential communities in the United
States, Canada and Europe ahead of our competitors. We select our
target markets based on favorable demographics for long distance
telephone usage, including geographic immigration patterns,
population growth and income levels.  We target select ethnic
communities to aggregate traffic along certain routes (which
reduces our costs) and to focus on rapidly expanding and
deregulating telecommunications markets.  Our target residential
customer base is comprised of emigrants from emerging markets in
Asia, Eastern Europe, the Middle East, the Pacific Rim, Latin
America and Africa.

     Expand international network facilities.  We plan to expand
our international network facilities during 1999 and through 2000
by deploying additional switches, installing POPs, securing
additional ownership  interests in undersea cable facilities,
investing in  domestic cable facilities, deploying ATM/Internet
Protocol capabilities in our network, investing in or acquiring
two satellite earth stations and entering  into additional
operating agreements.  By building network facilities and
expanding operating agreements that enable us to carry an
increasing percentage of our traffic on our own network, we
believe that we will be able to reduce our transmission costs and
reliance on other carriers and ensure greater control over
quality of service. During the next three years, we expect to
increase significantly the volume of our traffic that is
originated, carried and terminated on our own equipment network
(on-net).

     Implement a network hubbing strategy (centralized call-
gathering and routing system) that links our existing and
prospective customer base in the United States, Canada and Europe
to call destinations in foreign countries through a network of
foreign-based switches and POPs. As part of this hubbing
strategy, we have installed international  gateway switches and
POPs throughout the United States,  Europe and Asia.  The POPs
aggregate traffic originating from the region around  the city in
which it is located and route the traffic to our international
gateway switches. Each of the POPs contains telecommunications
equipment that is scalable to accommodate the traffic volume
demands of each region.

     Continue to enhance our termination options through
additional operating agreements, call transiting arrangements
(whereby we move calls through call centers in another country to
the destination country), and, if appropriate opportunities
arise, through strategic acquisitions and alliances.  We have
also taken steps to improve the quality of our network by
upgrading our network monitoring and customer service centers,
and plan to install enhanced software to enable us to better
monitor call traffic routing, capacity and quality.

     Maximize network utilization and efficiency through
wholesale carrier business.  We intend to continue to market our
international long distance services to existing and new carrier
customers.  Because our residential customers generate minutes of
use primarily during non-business hours or on weekends, we have
substantial capacity to offer to international carriers.  The
significant carrier traffic volume that we generate allows us to
capture additional revenues,  to increase economies of scale and
to improve network efficiency.

     Build customer loyalty.  We seek to build long-term
customer loyalty through tailored, in-language marketing efforts
that focuses on each target ethnic  group's specific needs and
cultural backgrounds, responsive customer service that offers
in-language services and involvement in our customers'
communities through sponsorship of local events and other
activities.  We market our residential services under the
"Startec" name to enhance our name recognition and build brand
loyalty in our target communities.  We maintain a detailed
information database of our customers, which we use to monitor
usage, track customer satisfaction and analyze a variety of
customer behaviors, including retention and frequency of usage.

     Expand service offerings to customers.  We intend to expand
our service offerings to ethnic communities by:

     -    deploying ATM/IP telephony throughout our network;

     -    creating virtual communities on its current Web site to
connect customers from and in the emerging economies;

     -    offering Internet access services to customers in the
U.S.; and

     -    providing co-location and Web hosting facilities at our
sites in New York, Los Angeles, Miami, Paris, London, Dusseldorf
and Guam (as well as a second site in New York scheduled to go
online in the fourth quarter of 1999).

     Pursue strategic acquisitions and alliances.  To accelerate
our business plan and take advantage of  the rapidly changing
telecommunications environment, we intend to carefully evaluate
and pursue strategic acquisitions, alliances and investments.

<PAGE>
                       RECENT DEVELOPMENTS

     In April 1999, we announced the launching of our global
Internet strategy to begin in the third quarter of 1999.  We plan
to leverage our existing POP sites and backbone capacity and
begin to deliver integrated services, including dial-up access,
DSL and dedicated access.  Currently, we are deploying the latest
technologies to connect our gateway facilities and key customers
in the emerging economies.  This enhanced network will employ
cell-switching technology that will allow us to simultaneously
deliver high-quality, high-volume voice, data Internet and
multi-media services to our customers and capitalize on our
expansion opportunities in emerging economies.

     In addition to our customer care center located in Bethesda
Maryland, we opened our second call center in Guam during June
1999.  Our Guam customer care center is equipped with 150
customer service seats and will initially provide up to 60 in-
language operators and technical support personnel for our voice
and Internet customers.

     In May 1999, we announced that we had obtained a second
vendor financing facility in the amount of $20 million, and in
June 1999, we announced that we had obtained a $30 million credit
facility and a third vendor financing facility of $30 million.
As a result, we have obtained access to approximately $55 million
in additional financing during the first half of 1999, bringing
our total available bank and vendor financing to $90 million.

     In February 1999, we acquired a 64.6% equity ownership
interest in Phone Systems and Networks Inc. (PSN) of France from
certain non-U.S. persons.  PSN is a facilities-based provider in
France, with switches in both Paris and Switzerland with
addtitional capacity on a switch located in the United Kingdom.
PSN also provides services on a switchless reseller based in
Belgium.  We acquired an additional 18% equity ownership interest
pursuant to a tender offer in France which closed in May 1999.

     0n July 23, 1999, we purchased through a subsidiary
substantially all the assets of Worldwide Telecommunications
Company Limited, Infinity Telecommunications Limited, and Pacific
Direct, Inc., which are affiliated companies conducting business
in Hong Kong.   These assets included 2 switches, accounts,
leases, contracts, licenses, trademarks, records and goodwill.
Through these acquisitions we intend to expand our market
presence the in Asia/Pacific Rim.

<PAGE>
                           RISK FACTORS

     You should consider carefully the risk factors set forth
below, as well as the other information appearing in this
prospectus or in documents to which we refer you, before
investing in our shares.

We Have Substantial Indebtedness Which Could
Hinder or Prevent Implementation of Our Business Strategy
- ---------------------------------------------------------

     We have substantial indebtedness as a result of our offering
of senior notes in May 1998, a $30 million vendor financing
agreement in December 1998, a $30 million credit facility in June
1999, and approximately $25 million in additional vendor
financing agreements completed during 1999.  We anticipate that
we may incur substantial additional indebtedness in the future.
Our high indebtedness level may constrain our business plans in
several ways including the following:  we must dedicate a
substantial portion of our cash flow from operations, if any, to
the payment of principal and interest on our indebtedness and
other obligations and it may not be available for use in our
business; we may have limited ability to obtain any necessary
financing in the future for working capital, capital
expenditures, debt service requirements and other purposes; we
may have less flexibility in planning for, or reacting to,
changes in our business; we may become more highly leveraged than
some of our competitors, which may place us at a competitive
disadvantage; and we may be more vulnerable in the event of a
downturn in our business.

     We must substantially increase our net cash flow in order to
meet our debt service obligations, and we can offer you no
assurance that we will be able to meet such obligations. If we
cannot generate sufficient cash flow or otherwise obtain funds
necessary to make required payments, or if we otherwise fail to
comply with the various covenants under our debt agreements, we
would be in default under those agreements.  Any such  default
could have a material adverse effect on our business, operations
and financial condition.

As a Holding Company, We Have Limited Funding
Resources to Service Our Debt
- ---------------------------------------------

     Because we are a holding company, our principal asset is the
outstanding capital stock of our operating subsidiaries.  We
derive our funds from dividends from our subsidiaries,
intercompany loans and other permitted payments from our direct
and indirect subsidiaries, as well as our own credit
arrangements, if any.  However, our operating subsidiaries are
legally distinct, and have no obligation, contingent or
otherwise, to pay amounts due under our indebtedness or to make
funds available for such payments.

     In addition, the ability of our operating subsidiaries to
pay  dividends, repay intercompany loans or make other
distributions  to us may be restricted by, among other things,
their availability of funds, the terms of such subsidiaries'
indebtedness, as well as statutory and other legal restrictions.
If our subsidiaries fail to pay any such dividends, repay
intercompany loans or make any such other distributions, we would
be restricted in our ability to pay our indebtedness and our
ability to utilize cash flow from one subsidiary to cover
shortfalls in working capital at another subsidiary, and we could
experience a material adverse effect upon our business, financial
condition and results of consolidated operations.

     As a holding company, we will conduct our business through
our subsidiaries and, accordingly, claims of creditors of our
subsidiaries will generally have priority (a senior claim) on the
assets of such subsidiaries over our claims and those of the
holders of our indebtedness.  As a result, our indebtedness is
subordinate in right of repayment to all then existing and future
indebtedness and other liabilities and commitments of our
subsidiaries, including their trade payables.  In addition, our
rights to receive assets of any subsidiary upon the liquidation
or reorganization of such subsidiary (and the consequent rights
of certain of our creditors to participate in those assets) are
effectively subordinate to the claims of such subsidiary's
creditors, except to the extent that we are ourselves recognized
as a creditor.   In that case, however, our claims would still be
subordinate to any security interest in the assets of such
subsidiary and any indebtedness of such subsidiary senior in
right of payment to that which we hold.

We Have Had a History of Losses, We Expect to
Incur Losses in the Future, and We are Uncertain
of Future Operating Results
- ------------------------------------------------

     Although we have experienced significant revenue growth in
recent years, we expect to generate negative EBITDA (earnings
before interest, taxes, depreciation and amortization, a useful
measure in assessing a company's ability to incur and service
indebtedness) and significant operating losses and net losses for
the foreseeable future as a result of costs due to:  our
significant debt service requirements, the development and
expansion of our network, the expansion of our marketing programs
and our entry into new markets, and our introduction of new
telecommunications services.

     Furthermore, we expect that our operations in new target
markets will experience negative cash flows until we can
establish an adequate customer base and derive related revenues.

     We cannot assure you that our revenue will continue to grow
or be sustained in future periods or that we will be able to
achieve and sustain profitability or positive cash flow from
operating activities in any future period.  Therefore, we may not
be able to meet our debt service obligations or working capital
requirements, which could have a material adverse effect on our
business, financial condition and results of operations.

We May Need to Raise Additional Capital
That May Not be Available
- ---------------------------------------

     We may need significant investment to implement our
strategic plan, including development and expansion of our
network facilities, and expansion of our marketing programs and
to fund expected operating losses and working capital needs.
While we believe that we will have sufficient capital to fund
currently planned capital expenditures and anticipated operating
losses until early 2001, we can offer you no assurance that we
will not need additional financing sooner than we currently
anticipate.

     Our need for additional financing will depend on a variety
of factors, including:  the rate and extent of our expansion in
existing and new markets, the cost of investment in additional
switching and transmission facilities and ownership rights in
fiber optic cable, the costs to support the introduction of
additional or enhanced services, increased sales and marketing
expenses, unanticipated working capital needs, unanticipated
business opportunities, including acquisitions, investments or
strategic alliances, increased costs due to changes in
competitive conditions, and  increased costs in response to
regulatory or other government actions.

     We expect to seek to raise additional capital from public
and/or private equity and/or debt sources to fund the shortfall
in our cash resources expected to occur at the end of the first
quarter of 2001.  We cannot assure you, however, that we will be
able to obtain additional financing, or, if obtained, that we
will be able to do so on a timely basis or on terms favorable to
us.  If we cannot obtain such additional capital or cannot obtain
such additional capital on acceptable terms, we may delay,
abandon or reduce some or all of our development and expansion
plans or sell assets.   Any of these measures may adversely
affect our business, financial condition, results of operations
and our ability to compete effectively in the future.

     You should be aware that, although we intend to implement
the capital spending plan described in this prospectus, we may
conclude that certain unanticipated business opportunities are
more favorable to our long-term prospects than those in our
current capital spending plan.

We Experience Intense Competition
- ---------------------------------

     The international telecommunications industry is intensely
competitive and subject to rapid change due to changes in
regulation and advances in technology.  Our success depends on
our ability to compete with a variety of other telecommunications
providers in the United States and in each of our international
markets, including:   dominant, often government owned or
partially controlled, telecommunications carriers (commonly
referred to as "PTTs,") in many of the countries in which we
operate or plan to operate in the future;   large,
facilities-based, multinational carriers such as AT&T, Sprint and
MCI/World-Com;  smaller facilities-based wholesale long distance
service providers in the United States and overseas that have
emerged as a result of deregulation;  switched-based resellers of
international long distance services; and global alliances among
some of the world's largest telecommunications carriers, such as
Global One Sprint, Deutsche Telekom and France Telecom.

     Like other international telecommunications providers, we
compete for residential customers on the basis of price, customer
service, transmission quality, breadth of service offerings and
value-added services, and compete for carrier customers primarily
on the basis of price and network quality.  Residential customers
frequently change long distance providers in response to
competitors' offerings of lower rates or promotional incentives,
and, in general, because we are currently a dial-around provider,
our customers can switch carriers at any time. In addition, the
availability of dial-around long distance services has made it
possible for residential customers to use the services of a
variety of competing long distance providers without the
necessity of switching carriers.  Our carrier customers, in
general, also use the services of a number of international long
distance telecommunications providers and are especially price
sensitive.

     Many of our competitors enjoy economies of scale that can
result in a lower cost structure for their termination and
network costs, which could cause significant pricing pressures
within the international communications industry. Several long
distance carriers in the United States have introduced pricing
strategies that provide for fixed, low rates for both
international and domestic calls originating in the United
States. Such strategies, if widely adopted, could have an adverse
effect on our business, financial condition and results of
operations if increases in telecommunications usage do not result
or are insufficient to offset the effects of such price
decreases.  In recent years, intensified competition has caused a
sustained decrease in prices for international long distance
services.  We expect prices to continue to decrease in most of
the markets in which we currently compete or into which we may
enter in the future.  We cannot assure you that our reductions in
prices will be more than offset by our costs of providing such
services.

     We expect that competition will continue to intensify as the
number of new entrants increases as a result of the competitive
opportunities created by the Telecommunications Act of 1996,
implementation by the FCC of the commitment of the United States
to the World Trade Organization's efforts to liberalize
telecommunications regulations, and changes in legislation and
regulation in various foreign markets.  Therefore, we cannot
assure you that we will be able to compete successfully in the
future.

     The telecommunications industry currently is also
experiencing change as a result of rapid technological evolution,
marked by the introduction of new products and services and
increased satellite and undersea cable transmission capacity for
services  similar to those we provide.  Such technologies include
satellite-based systems, such as those proposed by Iridium LLC
and Globalstar, L.P., utilization of the Internet for
international voice and data communications, and digital wireless
communication systems such as personal communications systems.
We cannot predict which of many possible future product and
service offerings will be important to maintain our competitive
position or what expenditures will be required to develop and
provide such products and services.

Our Expansion Will Expose Us to Certain Risks of the
International Telecommunications Business and Doing
Business In Developing Markets
- ----------------------------------------------------

     To date, we have generated substantially all of our revenues
from international long distance calls originating in the United
States.  As part of our expansion strategy, we have commenced
operations in a number of foreign countries, which will expose us
to the risks inherent in doing business on an international level
and which could materially adversely impact our current and
planned operations.  These risks include:

     -    unexpected changes in regulatory requirements or
administrative practices;

     -    value added taxes, tariffs, customs, duties and other
trade barriers;

     -    difficulties in staffing and managing foreign
operations;

     -    problems in collecting accounts receivable;

     -    risks due to political uncertainties;

     -    fluctuations in currency exchange rates;

     -    foreign exchange controls which restrict or prohibit
repatriation of funds;

     -    technology export and import restrictions or
prohibitions;

     -    delays from customs brokers or government agencies;

     -    seasonal reductions in business activity during the
summer months in Europe and certain other parts of the world; and

     -    potential adverse tax consequences resulting from
operating in multiple jurisdictions with different tax laws.

     Moreover, the international telecommunications industry is
changing rapidly due to deregulation, technological improvements,
expansion of telecommunications infrastructure and globalization
of the world's economies.  We cannot assure you that one or more
of these factors will not vary in a manner that could have a
material adverse effect on our business, operations or financial
condition.

Substantial Foreign Government Control of National
Telecommunications Business
- --------------------------------------------------

     As a key component of our business strategy, we plan to
expand into international markets, including markets in which we
have limited or no operating experience.  We intend to pursue
arrangements with foreign correspondents to gain access to and
terminate our traffic in those markets.  In many of these
markets, the government may control access to the local networks
and otherwise exert substantial influence over the
telecommunications  market, either directly or through ownership
or control of dominant carriers or PTTs.  In addition, in many
international  markets, the PTTs control access to the local
networks, enjoy better brand name recognition and customer
loyalty and possess significant operational economies, including
a larger backbone network and operating agreements with other
PTTs.  Pursuit of international growth opportunities may require
significant investments for extended periods of time before we
realize returns, if any, on such investments.

Difficulty in Obtaining Foreign Licensing
- -----------------------------------------

     We may be required to commit significant financial
resources to obtain licenses in certain targeted countries.  Such
investments may not yield positive net returns in such markets
for extended periods of time, if ever.  Further, we cannot be
sure that we will be able to obtain all or any of the permits and
licenses required for us to operate, obtain access on a timely
basis (or at all) to local transmission facilities or sell and
deliver competitive services in these markets.

We Encounter Risks Due to Our Dependence
on Foreign Partners
- ----------------------------------------

     Incumbent U.S. carriers serving international markets may
have better brand recognition and customer loyalty, and
significant operational advantages over us. We have limited
recourse if our foreign partners fail to perform under their
arrangements with us, or if foreign governments, PTTs or other
carriers take actions that adversely affect our ability to gain
entry into those markets.

     We are also subject to the Foreign Corrupt Practices Act,
which generally prohibits U.S. companies and their
intermediaries from bribing foreign officials for the purpose of
obtaining or maintaining business. Although our policy prohibits
such actions, we may be exposed to liability under the Foreign
Corrupt Practices Act as a result of past or future actions taken
without our knowledge by agents, strategic partners and other
intermediaries.

We Are Subject to Substantial and
Changing Government Regulation
- ---------------------------------

     As a multinational telecommunications company, we are
subject to varying regulation in each jurisdiction in which we
provide services, and we may be affected indirectly by the laws
of other jurisdictions applicable to foreign carriers with which
we do business.  In general, the FCC and the state public service
commissions (PSCs) have the authority to condition, modify,
cancel, terminate or revoke our operating authority for failure
to comply with federal or state law and to impose fines or other
penalties for such  violations. Because regulatory frameworks in
many foreign countries are  relatively new, we cannot adequately
assess the potential for enforcement action in such countries.
Any regulatory enforcement action by U.S. or foreign authorities
could have a material adverse effect on our business, financial
conditions and results of operations.

     United States Domestic Regulations

     In providing services in the United States, we are subject
to the Communications Act of 1934, as amended by, among others,
the Telecommunications Act of 1996 and FCC regulations, as well
as applicable laws and regulations of the various states.  If we
fail to maintain proper federal and state certification or
tariffs, or have any difficulties or delays in obtaining required
certifications, our business, financial condition and results of
operations could be materially adversely affected.  Moreover, our
ability to compete with other service providers, continue
providing the same services, or introduce new services may be
affected by changes in regulatory requirements.  We cannot
predict the impact on our operations of any such changes in
applicable regulatory requirements.

     -    Federal and State Approval of Certain Transactions.
The FCC and certain PSCs require telecommunications carriers to
obtain prior approval to:  provide certain telecommunications
services, assign or transfer control of licenses, reorganize
corporate structure, acquire operations, and assign assets.  In
addition, to issue securities in six states in which we are
certificated, we must notify, or obtain prior approval from, the
regulators in such states.  These requirements may delay or
deter, or prevent a change in control of our company due to, our
issuance of our securities.  Moreover, in general, state
regulatory authorities can condition modify, cancel, terminate or
revoke certificates of authority for failure to comply with state
law and/or the rules, regulations, and policies of a PSC.  A
PSC may also impose fines and other penalties for such
violations. If a PSC takes any such action, we could experience a
material adverse effect on our business, financial condition and
results of operations.

     -    Access Charges.  The FCC has proposed various measures
to accelerate reductions in the "access charges" that local
exchange carriers (LECs) charge long distance carriers in
originating and terminating calls and to give incumbent LECs,
like the regional Bell Telephone companies in the United States,
increased flexibility in setting prices in response to
competition.  Together, these actions could significantly reduce
the prices that incumbent LECs  charge for our access services as
well as that of our competitors.  However, if LECs are permitted
to utilize more flexible rate structures, we could be placed at a
significant cost disadvantage to larger long distance carriers
that might be able to negotiate lower access charges.

     -    Interconnection Rules.  On August 8, 1996, the FCC
released a number of decisions called Interconnection Orders that
established a framework of minimum, national rules enabling State
Commissions and the FCC to begin implementing many of the local
competition provisions of the Communications Act.  In its
Interconnection Orders the FCC prescribed certain minimum points
of interconnection necessary to permit competing carriers to
choose the most efficient points at which to interconnect with
the incumbent local exchange carriers' (ILECs') networks.  The
FCC also adopted a minimum list of unbundled network elements
that ILECs must make available to competitors upon request and a
methodology for State Commissions to use in establishing rates
for interconnection and the purchase of unbundled network
elements.  The FCC also adopted a methodology for states to use
for setting wholesale prices with respect to retail services.

     Most provisions of the Interconnection Orders were appealed.
Numerous appeals were consolidated for consideration by the U.S.
Court of Appeals for the Eighth Circuit.  On July 18, 1997, the
Court of Appeals released its decision regarding issues raised in
the consolidated appeals of the Interconnection Orders, upholding
the Orders in part and reversing them in part; it modified that
decision on August 22, 1997.

     On January 25, 1999, the U.S. Supreme Court reversed
important portions of the Eighth Circuit's holding.
Specifically, the Supreme Court ruled that:  the FCC properly
exercised its authority in establishing pricing rules applicable
to ILEC unbundled network elements and resale; the FCC had
authority to preclude ILECs from separating unbundled network
elements which are already combined; and the FCC was justified in
imposing a "pick and choose" requirement.

     However, the Supreme Court also held that the FCC's analysis
in support of creating a minimum list of seven mandatory ILEC
unbundled network elements was inadequate. The Court vacated the
rule and remanded the matter to the FCC either to modify the rule
or justify it, subject to further court review.

     Certain other aspects of the FCC's Interconnection Orders
also were vacated by the Eighth Circuit and were not appealed to
the Supreme Court; thus, they remain vacated.  These include FCC
rules that had directed ILECs to combine network elements
requested by competitors whether or not those elements had
previously been combined ("the new combinations rule"), and a
provision requiring ILECs to provide interconnection superior in
quality to those provided by the ILECs to themselves, when
requested to do so by competitors.  The Company is unable to
predict what the outcome of these decisions or any resulting
litigation will be, how it will affect its competitive posture or
when these matters will be resolved.

     -    Universal Service.  Like our U.S. competitors, we are
required to contribute to a universal service fund that will
subsidize carriers that extend service to under-served
individuals, and low income persons in high cost areas and supply
telecommunications related facilities for schools, libraries and
certain rural health care providers.  The FCC has not implemented
or finalized certain features of the universal service funding
mechanism and the universal service fund requirements remains
subject to judicial and additional FCC review.  We cannot predict
the potential impact of these universal service funding reforms.
Moreover, the level of universal service contributions for 1999
and future years is unclear, and we are not sure that we will be
able to pass on these costs fully to our customers without a loss
of customers.

     -    Competition from regional Bell operating companies
(commonly referred to as RBOCs).  The 1996 Act provides specific
guidelines that allow an RBOC to provide long distance inter-LATA
service to customers inside its region, subject to a
demonstration to the FCC and state regulators that the RBOC has
opened up its local network to competition and met a "competitive
checklist" of requirements designed to provide competing network
providers with nondiscriminatory access to the RBOC's local
network.  Although to date the FCC has denied each of the RBOCs'
applications brought before it, RBOCs continue to seek FCC
approval and Congress is considering legislation that would make
it easier for RBOCs to gain such approval.  The grant of such
authority could permit RBOCs to compete with us in the provision
of domestic and international long distance services.

     United States International Regulations.

     -    WTO Agreement, Foreign Entry and Authorization Rules.
Under a 1997 agreement on trade in basic telecommunications
services concluded under the auspices of the World Trade
Organization (the "WTO Agreement"), 69 countries  comprising more
than 90% of the global market for telecommunications services
agreed to permit varying degrees of competition from, and
ownership interests in, foreign carriers.  The WTO Agreement is
comprised of individual liberalization commitments that have been
and will be implemented by signatory countries in varying degrees
and with varying timetables.  While we believe that the WTO
Agreement will increase opportunities for us and our competitors,
we have no assurance that the WTO Agreement will result in
beneficial regulatory liberalization in all of the countries that
are signed of the WTO Agreement.

     In 1997, the FCC adopted the "Foreign Participation Order"
to implement U.S. obligations under the WTO Agreement.  The
Foreign Participation Order establishes an open entry standard
for carriers from WTO member countries, generally facilitating
market entry for such applicants by eliminating certain existing
tests.  These tests remain in effect, however, for carriers from
non-WTO member countries.

     In March of 1999, the FCC once again streamlined its rules
for licensing and regulating international carriers, generally
making it easier to obtain U.S. authorization for international
services.  Among other things, under the most recent rules a
carrier with global Section 214 authorization for
facilities-based services will be allowed to utilize any foreign
submarine cable system in providing facilities-based
international services without additional authorization.
Implementation of the latest streamlining order could increase
opportunities for us and our competitors.  We cannot predict the
potential impact of these reforms on our business, financial
condition and results of operations.

     Under FCC rules which took effect in 1998, the FCC employs a
rebuttable presumption in favor of authorizing the provision of
international switched services over interconnected private lines
(international simple resale or ISR) to WTO member countries if
either the settlement rates for at least 50 percent of the
settled U.S.-billed traffic between the U.S. and that country are
at or below the FCC's benchmark settlement rate for that country,
or the country satisfies the FCC's test for equivalent ISR
policies.  The FCC will authorize ISR between the U.S. and a
non-WTO member country only if both the settlement rates for at
least 50 percent of the settled U.S.-billed traffic between the
U.S. and that country are at or below the FCC's benchmark
settlement rate for that country, and the country satisfies the
FCC's equivalency test.  To date, the FCC has approved ISR for
international services between the U.S. and twenty-two foreign
countries.  It is possible that ISR may be approved for
additional countries in the future, in which case our
authorization to provide international services to and from the
United States via ISR, as well as the authorizations of our
competitors, will be expanded automatically to include such
countries.  We can not predict the potential impact of such
approvals or denials on our business, financial condition and
results of operations.

     The FCC may condition, modify or revoke any of the Section
214 authorizations granted to us for violations of the
Communications Act, the FCC's rules and policies or the
conditions of those authorizations or may impose monetary
forfeitures for such violations.  Any such action on the part of
the FCC may have a material adverse effect on our business,
financial condition and results of operations.

     -    United States International Settlements Policy.  The
FCC's International Settlements Policy (ISP) governs the
settlement between U.S. carriers and their foreign correspondents
of the cost of terminating calls in each other's network. U.S.
international carriers are subject to the FCC's international
accounting "benchmark" rates, which are the FCC's ceilings for
prices that U.S. carriers should pay for international
settlements.  The FCC could find that certain settlement rate
terms of our foreign carrier agreements do not meet the ISP
requirements, absent a waiver or express approval for an
alternative settlement arrangement.  Although the FCC generally
has not issued penalties in this area, it could, among other
things, issue a cease and desist order or impose fines if it
finds that these agreements conflict with the ISP.  We do not
believe that any such fine or order would have a material adverse
effect on our business, operations or financial condition.

     In May of 1999, the FCC adopted the "ISP Streamlining
Order."  When it becomes effective, this order will, among other
things, remove the ISP:  (1) for settlement arrangements between
U.S. carriers and foreign correspondents that lack market power;
and for all settlement arrangements on routes were U.S. carriers
are able to terminate at least 50 percent of their U.S. billed
traffic in the foreign market at rates that are at least 25
percent below the applicable benchmark rate.  We intend, where
possible, to take advantage of lowered accounting rates and more
flexible settlement arrangements.  We are unable to predict the
potential impact of these reforms on our business, financial
condition and results of operations.

     -    Alternative Routing Through Transiting, Refiling and
ISR.  The FCC is currently considering whether to limit or
prohibit certain procedures whereby a carrier routes, through
facilities in a third or intermediate country, traffic
originating from one country and destined for another country.
The FCC has permitted  third country calling under certain
pricing and settlement rules, where all countries involved
consent to this type of routing arrangement, referred to as
"transiting."  Under certain arrangements referred to as
"refiling," however, traffic appears to originate in the
intermediate country and the carrier in the ultimate destination
country does not necessarily recognize or consent to the receipt
of traffic from the originating country.  The FCC to date has
made no pronouncement as to whether refile arrangements, which
avoid settlements between the actual originating and destination
countries, comport either with U.S. or ITU regulations.
Substantial FCC limitations could materially adversely affect our
business.

     -    Reporting and Filing Requirements.  As of December 31,
1998, we had operating agreements and interconnection
arrangements with carriers in approximately 40 countries,
primarily in emerging economies.  FCC regulations require that
U.S. international telecommunications carriers are required to
file copies of their contracts with foreign correspondents,
including operating agreements, with the FCC within 30 days of
execution. We have filed, or will file, each of our operating
agreements with the FCC as required.  The FCC's rules also
require us to file periodically a variety of reports regarding
our international traffic flows and use of international
facilities.  We have on file and maintain with the FCC annual
circuit status reports and traffic data reports.  The FCC's
recent ISP Streamlining Order also will eliminate or reduce some
of these requirements.

     -    United States Regulation of Internet Telephony.  We
know of no domestic laws that prohibit voice communications over
the Internet.  In December 1996, the FCC initiated an inquiry
regarding whether to impose regulations or surcharges on
providers of Internet access and information services.  This
inquiry is still pending.  In April 1998, the FCC filed a report
with Congress stating that Internet access falls into the
category of information services, and should not be subject to
common carrier regulation, including the obligation to pay access
charges, but that the record suggests that some forms of Internet
services may be more like telecommunications services than
information services, and possibly should be subject to common
carrier regulation.  To date, all domestic aspects of Internet
Telephony remain unregulated.  However, for the purpose of
assisting in a determination of whether reciprocal compensation
for traffic bound for Internet service providers is due between
competing local exchange carriers, the FCC recently has
determined that Internet services are interstate rather than
local in nature.  A petition for review of this decision has been
filed by Bell Atlantic in the U.S. Court of Appeals for the
Eighth Circuit. Controversy over this and related issues may lead
to changes in federal or state regulatory treatment of Internet
related services.  We cannot predict the outcome of these
proceedings.

     In addition, several efforts have been made to enact federal
legislation that would either regulate or exempt from regulation
services provided over the Internet.  State public utility
commissions may also retain jurisdiction to regulate the
provision of intrastate Internet telephone services.  If
Congress, the FCC, or a state utility commission begins to
regulate Internet Telephony, there can be no assurances that any
such regulation will not materially adversely affect our
business, financial condition or results of operations.
Similarly, certain foreign governments have begun to consider
more closely the regulatory status of Internet services,
especially Internet Telephony.  We cannot predict the likelihood
that U.S. federal or state authorities or foreign governments
will impose additional regulation on our Internet-related
services, nor can we predict the impact that future regulation
will have on our operations.

     The FCC has developed new rules on a wide variety of issues
associated with the provision of advanced services by wireline
carriers.  The FCC clarified that the interconnection, unbundling
and resale obligations of ILECs under Section 251 of the 1996 Act
extend to their provision of advanced services, and proposed
measures to promote the deployment of advanced services by both
ILECs and competitive local exchange carriers (CLECs).  In rules
adopted in March 1999, the FCC required expanded physical
collocation rights for CLECs and strengthened the rights of CLECs
to order unbundled network elements required to provide advanced
services.  However, the FCC also interpreted the 1996 Act as
permitting ILECs to deploy advanced services through separate
affiliates which would not be regulated as an ILEC. These new
rules should enhance the flexibility of our options for
terminating advanced services, but we cannot predict the final
outcome of these proceedings or any court appeals that might
ensue.

     European Union Regulations

     EU member states are required to adopt national legislation
to implement EU directives aimed at liberalizing
telecommunications markets in their countries.  Some EU member
states have failed to implement such directives properly or
adequately.  This could limit, constrain or otherwise adversely
affect our ability to provide certain services.  Even if a
national government enacts appropriate regulations within the
time frame established by the EU, incumbent telecommunications
operators, regulators, trade unions and other sources may
significantly resist the implementation of such legislation.

     Our provision of services in Western Europe may also be
affected if any EU member state imposes greater restrictions on
non-EU international service than on such service within the EU.
In addition, the EU regime on data protection is fairly strict
with respect to the processing of personal data, which may
adversely affect our marketing in Europe. The above factors could
have a material adverse effect on our operations by preventing us
from expanding our operations as currently intended, as well as a
material adverse effect on our business, financial condition and
results of operations.

     Other Jurisdictions

     We intend to expand our operations into other jurisdictions
as such markets are liberalized and we are able to offer a full
range of switched public telephone services to our customers.  We
may experience significant delays or additional expenses in
entering such markets due to delays and uncertainties in the
adoption of implementing regulations for the many updated
policies and directives in these jurisdictions.

We May Have Difficulty Managing Our Growth
- ------------------------------------------

     Our recent growth and expansion and our strategy to continue
such growth and expansion has placed, and we expect it to
continue  to place, a significant strain on our management,
operational and  financial resources and systems and controls.
To manage our growth effectively,  we must continue to expand our
network and infrastructure, enhance our management, expend
financial and information systems,  attract additional
managerial, technical and customer service personnel, and train
and manage our personnel base.

     If we do not forecast our traffic accurately, however, we
may suffer insufficient or excessive transmission facilities and
disproportionately high fixed expenses.  In addition, as we
increase our service offerings and expand our target markets in
the United States and overseas, our customer service, marketing
and administrative resources will encounter additional demands.
Our failure to successfully manage our expansion could materially
adversely affect our business, financial condition and results of
operations.

Our Business is Affected by Positive Response
Rates and Negative Residential Customer Attrition Rates
- -------------------------------------------------------

     We are significantly affected by the residential customer
response rates to our marketing campaigns and residential
customer attrition rates. Decreases in residential customer
response rates or increases in our residential customer attrition
rates could have a material adverse impact on our business,
financial condition and results of operations.

     In addition, the FCC mandated that as of July 1, 1998, all
telecommunications  companies migrate from their existing
five-digit CIC codes(10+XXX)to seven-digit CIC codes(10+10+XXX).
This mandate requires changes in the dialing patterns of our
residential customers in order to use our dial-around services.
Though we have experienced no material impact on our residential
business as a result of the migration,  actual or perceived
difficulties in making long distance calls using the longer code
could have a material adverse effect on our residential business.

We Are Exposed to Certain Risks Associated
With Expansion and Operation of Our Network
- -------------------------------------------

     To achieve our success, we depend largely upon our ability
to operate, expand, manage and maintain our network to deliver
high quality, uninterrupted telecommunications  services.  In
particular, our ability to increase revenues depends on our
ability to expand the capacity of, and eliminate bottlenecks that
develop from time to time on, our network.  If our network or
other systems or hardware causes interruptions in our operations
we could experience material adverse effects on our business,
including adverse effects on our customer relationships.

     Our operations depend on our ability to successfully
integrate new technologies and equipment into the network.  As we
increase our traffic, build-out our network, and integrate new
technologies and equipment into our network, we will place
additional strains on our systems and we cannot assure you that
we will not experience system failures.

     In addition, while we perform the majority of the
maintenance of our owned transmission facilities, we depend on
services provided by switch manufacturer Nortel under a service
and support contract to resolve problems with our key New York
City-based switch that we are unable to correct.  We also depend
on third parties to maintain facilities that we lease and fiber
optic cable lines in which we have a use arrangement.  Frequent,
significant or prolonged system failures, or difficulties
experienced by customers in accessing or maintaining connection
with our network could substantially damage our reputation,
result in customer attrition and have a material adverse effect
on our business, financial condition and results of operations.

We Depend on Key Carrier Customers
- ----------------------------------

     We depend on a few key carrier customers for a substantial
percentage of our net revenue.  Although the composition of our
carrier customer base varies from period to period, during the
quarter ended March 31, 1999, our five largest carrier customers
accounted for approximately 46% of our net revenues.

     In addition, mergers and alliances in the telecommunications
industry may reduce the number of customers that purchase or are
available to purchase our wholesale international long distance
services.  A loss of a significant  amount of carrier business
from a key customer or an overall reduction in our number of
customers could have a material adverse effect on our business,
financial condition and results of operations.

     In general, our carrier customers may terminate our
agreements and arrangements on short notice without penalty, and
need not maintain their current levels of our services.  Our
carrier customers tend to be price sensitive and may move their
business based solely on incremental increases in price.
Carriers also may terminate their relationship or substantially
reduce their use of our services for a variety of other reasons,
including:  problems with transmission quality and customer
service;  changes in the regulatory environment;  increased use
of the carriers' own transmission facilities; and reductions in
the number of customers purchasing wholesale international long
distance services due to mergers and alliances.

     Our concentration of carrier customers also increases our
risk of non-payment or difficulties collecting the full amounts
due from carrier customers.  While we perform initial and ongoing
credit evaluations of our carrier customers in an effort to
reduce the risk of non-payment, we cannot offer you assurance
that we will not experience collection difficulties or that our
allowances for non-payment will be adequate in the future.  If we
experience difficulties in collecting accounts receivable from
our significant carrier customers, our business, financial
condition and results of operations could be materially adversely
affected.

We Depend on the Availability of Transmission Facilities
- --------------------------------------------------------

     Historically, we have carried and terminated substantially
all of our customers telephone calls through transmission lines
of facilities-based long distance carriers, which provide us
transmission capacity through a variety of lease and resale
arrangements (off-net).  Our future profitability depends in part
on our ability to use transmission facilities cost- effectively.
Currently, however, because the prices we are charged in our
transmission line agreements for leasing and resale vary with our
use and other factors, we are exposed to unanticipated price
increases and service cancellations by the carriers.  Therefore,
our ability to maintain and expand our business is dependent, in
part, upon our ability to maintain satisfactory relationships
with these carriers, many of which are, or may in the future
become, competitors.  Although we believe that our relationships
with these carriers generally are satisfactory, if we fail to
maintain satisfactory relationships with one or more of these
carriers, we could experience a material adverse effect in our
business, financial condition and results of operations.

     As our traffic volume increases in  particular international
markets, we intend to reduce our use of such variable usage
leasing arrangements, and enter into fixed, non-cancellable
leasing arrangements on a longer-term basis and/or construct or
acquire additional transmission facilities of our own.  However,
if we enter into such fixed arrangements and/or increase our
owned transmission facilities and we incorrectly project traffic
volume in particular markets, we would experience higher fixed
costs without any corresponding increase in revenue.

     We have certain access rights in and to, a number of
undersea fiber optic cable systems.  As a key element in our
business strategy, we intend to acquire additional access rights
to undersea fiber optic cable transmission lines through partial
ownership or through lease and other access arrangements on
negotiated terms that may vary with industry and market
conditions.  We offer no assurance that we can secure undersea
fiber optic cable transmission lines to meet our current and/or
projected international traffic volume, that we can secure such
lines on satisfactory terms, or that we may not over or under
invest in such lines due to inaccurate traffic forecasts.

We Depend on Foreign Call Termination Arrangements
- --------------------------------------------------

     We currently offer U.S.-originated international long
distance service globally through a network of operating
agreements, resale arrangements (whereby we use the transmission
and termination services of another long distance provider
purchased wholesale) transit and refile agreements (whereby we
use an intermediate country to carry our calls to the destination
in a third country with (transiting) or without the knowledge
(refiling) of the operator in the destination country), and
various other foreign termination arrangements.  These agreements
permit us to carry and terminate using the lowest cost route.  As
an essential component of our business strategy, we intend to
develop our ability to similarly terminate traffic
cost-effectively in our targeted markets through:

     -    operating agreements with PTTs in countries that have
yet to become deregulated so we will be able to terminate traffic
in, and receive return traffic from those countries;

     -    operating agreements with PTTs and emerging carriers in
foreign countries whose telecommunications markets have been
deregulated so we will be able to terminate traffic in those
countries; and

     -    interconnection agreements with PTTs in each of the
countries in which we have operating facilities so we will be
able to terminate traffic in each such country.

     Although our operating agreements and termination
arrangements are sufficient for our current business and traffic
levels, we offer no assurance that we will be able to negotiate
additional operating agreements or termination arrangements or
maintain such existing or additional agreements or arrangements
in the future.  Cancellation  of certain  operating agreements or
other termination arrangements could have a material adverse
effect on our business, financial condition and results of
operations.  In addition, the failure to enter into additional
operating agreements and termination arrangements could limit our
ability to increase our services to our current target markets,
gain entry into new markets, or otherwise increase our revenues
and control our costs.

We Place Great Dependence on Effective Information Systems
- ----------------------------------------------------------

     We depend on our ability to record and process significant
amounts of data quickly and accurately to route our calls
efficiently and cost-effectively, to bill for the services we
provide to customers, to ensure that we are properly charged by
vendors for services we use, to effectively monitor settlements
for service, to achieve operating efficiencies and to otherwise
manage our growth.  Although we believe that our current
management information systems are sufficient to meet our present
demands, these systems have not grown at the same rate as our
business and we will need to make additional investments in these
systems.  Difficulties or delays in the acquisition,
implementation, integration and ongoing use of any additional
management information systems resources  may disrupt our
operations and materially and adversely affect our business, and
operations.

Our Business Could be Affected by Year 2000 Problems
- ----------------------------------------------------

     Many of the world's computer systems (including those in
non-information technology  equipment and systems) currently
record years in a two-digit format.  If not addressed, such
computer systems will be unable to properly interpret dates
beyond the year 1999, which could lead to business disruptions in
the United States and internationally (commonly referred to as
the Y2K issue).  In the fourth quarter of 1997, we formed a Y2K
compliance team to determine the extent to which we are affected
by the Y2K issue and to  formulate  a Y2K compliance  plan.
Since  then, we have been  reviewing our  embedded technology and
infrastructure  equipment,  as well as  non-embedded  technology
equipment to identify  those that contain  two-digit  year codes,
and we are in the process of upgrading our infrastructure and
corporate facilities to achieve Y2K compliance.  In addition, we
are actively working with our suppliers, vendors and customers to
assess their compliance and remediation efforts and our exposure
to Y2K  problems that may be caused by the failure of such
suppliers, vendors and customers to become Y2K compliant in a
timely manner. We are proceeding  on a schedule which we believe
will allow us to be Y2K compliant by the end of the third quarter
of 1999.

     We are focusing on three major areas of concern for the Y2K
issue:  embedded  technology  and  infrastructure  equipment,
non-embedded  technology equipment and third party suppliers
compliance.

     The embedded technology and  infrastructure equipment area
of concern  consists primarily of switches,  POPs, fiber optic
cables and various platforms. Much of this equipment was
purchased  from third  party  vendors  and has been certified
by the vendors to be Y2K compliant; we now require  suppliers  to
warrant  that products sold or licensed us are Y2K compliant.  We
cannot offer you assurance of the accuracy or completeness of any
such representations made to us.

     Non-embedded technology systems include predominately
applications and interfacing software used for our monitoring and
managing the customer call center and the customer care database,
and network support.  Much of this equipment previously has been
upgraded to be Y2K compliance through software upgrades and the
purchase of new systems.

     We currently communicate with our critical suppliers,
vendors and customers about their plans and progress in
addressing the Y2K issue and are performing detailed  evaluations
of the most critical third parties.   Many of the residential and
commercial markets include areas of emerging economies in which
the Y2K compliance issue does not appear to be a  priority.
While we plan to monitor progress  made in these areas to
mitigate any future exposure, we have limited, if any, control
over the progress made by these third parties, and therefore, we
are unable to predict the potential effect on our operations if
third parties in these foreign markets fail to address the Y2K
issue.

     As we continue to acquire new companies, we have implemented
and will continue to implement our comprehensive Y2K plan.  While
all companies we have acquired to date are on schedule to be Y2K
compliant by December, 1999, we cannot assure you that all
acquired companies will be Y2K compliant by 2000.

     We face many risks  associated with the Y2K issue,
including  the possibility  of a failure of our routing and
compression equipment, computer, and non-information technology
systems.  Such failures could have a material adverse effect upon
our operations and may cause systems  malfunctions, incorrect or
incomplete transaction processing, inability to reconcile
accounting books and records, inability to manage our business
and consequent customer loss and litigation.  In addition,  even
if we successfully become Y2K compliant, the failure of third
parties with which we have financial or operational
relationships, such as LECs, carriers, cable suppliers, billing
agents, satellite facilities, equipment suppliers, financial
institutions, payroll contractors, regulatory agencies and
utility companies, to become Y2K compliant in a timely manner
could materially adversely affect our results of operations.
While we are currently working diligently to become Y2K compliant
by the end of the third quarter of 1999, we can offer no
assurance that we will be successful in completing corrective
action on time.  We have started to develop contingency plans for
our key technology systems. However, we cannot assure you that
these contingency plans will successfully avoid a service
disruption.

     Total costs incurred up to March 31, 1999 specifically
associated with becoming Y2K compliant have been less than
$400,000.  The total estimated specific costs of becoming Y2K
compliant is estimated to be less than one million dollars.
These costs will be  included  in the Y2K  compliance costs once
the specific Y2K components can be identified and allocated.
Costs associated with the identification and testing of third
party compliance will also be included once such costs can be
identified.

We May Encounter Difficulties in Adapting to the Rapid
Technological Changes in the Telecommunications Industry
- --------------------------------------------------------

     The telecommunications industry is characterized by rapid
and significant technological advancements and introductions of
new products and services that use new technologies.  Such
development includes improvements in transmission equipment, the
development of switching technology or advances in Internet
Telephony that allow the simultaneous transmission of voice, data
and video, and the commercial availability of domestic and
international switched voice, data and video services at prices
lower than comparable services we offer.  Our profitability
depends on our ability to anticipate and adapt to rapid
technological changes, acquire or otherwise access new technology
on satisfactory terms, and offer, on a timely and cost-effective
basis, services that meet evolving industry standards.  We offer
no assurance that we will be able to adapt to such technological
changes, continue to offer competitive services at competitive
prices or obtain new technologies on a timely basis, on
satisfactory terms or at all.

Our Strategic Alliances, Acquisitions
and Investments Involve Risks and Uncertainties
- -----------------------------------------------

     As part of our business strategy, we have entered and may
enter in the future into joint ventures or strategic alliances
with, or acquire or make strategic investments in, businesses
that we believe are  complementary to our current and planned
operations.  Any such joint ventures, strategic alliances,
investments or acquisitions may be accompanied by the risks
commonly encountered in such transactions, including:
difficulties associated with assimilating the operations and
personnel of acquired companies;  potential disruption of our
ongoing business operations;  management inability to maximize
the financial and strategic position by the successful
incorporation of  the acquired technology, know-how and rights
into our business;  problems maintaining uniform standards,
controls, procedures and policies;   disagreements with joint
venture partners concerning the economic and business goals of
the joint venture; and impairment of relationships with employees
and customers as a result of changes in management.  We can offer
no assurance that we would be successful in overcoming these and
other such acquisition risks.

We Depend on Key and Scarce Employees in
a Competitive Market for Skilled Personnel
- ------------------------------------------

     To a significant degree, our success depends upon the
continued contributions of our management team including, in
particular, Ram Mukunda, our Chairman, President, Chief Executive
Officer and Treasurer, and Prabhav V. Maniyar, our Senior Vice
President, Chief Financial Officer and Secretary.  Though we have
employment agreements with Messrs. Mukunda and Maniyar and
maintain "key man" life insurance on Mr. Mukunda, loss of one or
both of their services could have a material adverse effect on
our business and operations.

     Our success also depends on the continued contributions of
our current personnel and on our ability to attract and retain
additional qualified management and technical, marketing and
customer service personnel.  Competition for qualified personnel
in the telecommunications industry is intense and, from time to
time, there are a limited number of persons with knowledge of and
experience in particular sectors of the industry who may be
available to us.  We often undertake a lengthy process in
locating personnel with the combination of skills and attributes
required to implement our strategies, and we can offer you no
assurance that we will be successful in attracting and retaining
such personnel, especially management personnel and personnel for
foreign offices.  The loss of the services of key personnel, or
our inability to attract additional qualified personnel, could
have a material adverse effect on our operations and our ability
to implement our business strategies.

Control of Company by Current Stockholders
- ------------------------------------------

     As of March 31, 1999, our executive officers and
directors beneficially owned 4,889,615 shares of our stock
representing approximately 52.1% of the outstanding shares of
our common stock.  Of these amounts, Mr. Mukunda beneficially
owns 3,583,675 shares.  Our executive officers and directors as a
group, or Mr. Mukunda, acting individually, will be able to
exercise significant influence over such matters as the election
of our directors and other fundamental corporate transactions
such as mergers, asset sales and the sale of our company.

We May Incur Significant Litigation Costs
and Goodwill Losses in Defending Our Trademarks
- -----------------------------------------------

     Certain other telecommunications companies and related
businesses use names or hold registered trademarks that include
the word "star."  In addition, several other companies in
businesses that we believe are not telecommunications-related
use variations of the "star-technology" word combination (e.g.,
Startek and Startech).  Although we hold a registered trademark
for "STARTEC," we can offer no assurance that our continued use
of the STARTEC name will not result in litigation brought by
companies using similar names or, in the event we should change
our name, that we would not suffer a loss of  goodwill.  Further,
we have filed for federal registration of the  trademark "Startec
Global Communications Corporation."  Although no guarantee can be
made that this application will be successful and mature into a
federal trademark registration, the established rights in and
registration of STARTEC provides the basis for expanding the
trademark rights to include the supplemental terms "Global
Communications Group."  We are in the process of protecting our
trademarks in foreign countries, however,  in some cases, the
name may not be available or the laws of the foreign jurisdiction
may not permit such protection.

<PAGE>
                     THE SELLING SHAREHOLDERS

     The following table sets forth information as of the date
hereof regarding the beneficial ownership of our common stock
held by the selling shareholders the number of shares being
registered to permit sales from time to time by such selling
shareholders and the total beneficial ownership of shares of our
common stock if all shares so registered should be sold by the
selling shareholders.  Beneficial ownership is determined by the
rules of the SEC and includes voting or investment power of the
shares beneficially owned.  All shares are beneficially owned,
and sole voting and investment power is held by the person named.
This information assumes the sale of all shares listed under
"Number of Shares of Common Stock to be Offered."  It also
assumes that none of the selling shareholders sell securities
which are beneficially owned by them and are not listed in such
column or purchase or otherwise acquire additional shares of our
common stock or securities convertible into or exchangeable for
our common stock.
                                                Common Stock To
                                                Be Owned After
                   Common Stock                   the Offering
Name and           Owned Prior To    Shares To    Number and
Position           the Offering      Be Sold 1/   Percent 2/
- -----------        --------------    ---------    ---------------

Alain Bigio                          189,629
Eric Saiz                            189,629
Yves Bigio                            45,742
First Union                          269,900
Dr. Judy Reed Smith                    3,000
Richard Prins                         33,000
Kathy Chung Yuen Yee                  40,690
Boenning & Scattergood                20,000
Charles Place                          9,000
E. Peter Malekian                      1,000
Mark Rust                              4,400
Steve Shea                            23,000
Ferris, Baker Watts                   39,000
Gregory Berlacher                      5,000
Robert Berlacher                       5,000
Daniel Gardner                         5,000
Ronald Spengler                        5,000
- -----------------------

1/   One or more supplements to this Prospectus may be filed
pursuant to Rule 424, or otherwise, under the Securities Act to
describe any material arrangements for sale of the Shares, if
such arrangements are entered into by any selling shareholder.

2/   Represents less than 1% unless otherwise indicated.


     We issued the shares being sold by the selling shareholders
in connection with private placement transactions to certain U.S.
persons pursuant to exemptions from registration pursuant to
Regulation D and/or Section 4(2) under the Securities Act and to
certain non-U.S. persons pursuant to Regulation S, under that
Act.
<PAGE>
                       PLAN OF DISTRIBUTION

     We are registering the shares on behalf of the selling
shareholders.  Selling shareholders, as used in this prospectus,
includes donees, pledgees, transferees or other successors in
interest who may receive shares received from a named selling
shareholder as a gift, partnership, distribution or other
non-sale related transfer after the date of this prospectus.  The
selling shareholders will act independently of the company in
making decisions with respect to the timing, manner and size of
each sale.  The selling shareholders may offer their shares in
various amounts and at various times in one or more of the
following transactions:

     -    in ordinary broker's transactions on Nasdaq or any
national securities exchange on which our common stock may be
listed at the time of sale;

     -    in the over-the-counter market;

     -    in privately negotiated transactions other than in the
over-the-counter market;

     -    in connection with short sales of other shares of our
common stock in which the shares are redelivered to close out
positioning;

     -    by pledge to secure debts and other obligations;

     -    in connection with the writing of non-traded and
exchange-traded call options, in hedge transactions and in
settlement of other transactions in standardized or
over-the-counter options; or

     -    in a combination of any of the above transactions.

     The selling shareholders may sell their shares at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed
prices.

     The selling shareholders may use broker-dealers to sell
their shares.  If this happens, broker-dealers will either
receive discounts or commissions from the selling shareholders,
or they will receive commissions from purchasers of shares for
whom they acted as agents.  This compensation may exceed
customary commissions.

     The selling shareholders and the broker-dealers to or
through whom sale of the shares may be made could be deemed to be
"underwriters" within the meaning of the Securities Exchange Act,
and their commissions or discounts and other compensation
received in connection with such sales may be regarded as
underwriters' compensation.

     The selling shareholders have not advised us of any specific
plans for the distribution of the shares covered by this
prospectus.  When and if we are notified by any of the selling
shareholders that any material arrangement has been entered into
with a broker-dealer or underwriter for the sale of a material
portion of the shares covered by this prospectus, a prospectus
supplement or post-effective amendment to the registration
statement will be filed setting forth:

     -    the name of the participating broker-dealer(s) or
underwriters;

     -    the number of shares involved;

     -    the price or prices at which such shares were sold by
the selling shareholders;

     -    the commissions paid or discounts or concessions
allowed by the selling shareholders to such broker-dealers or
underwriters; and

     -    other material information.

     We have agreed to pay all costs relating to the registration
of the shares (other than fees and expenses, if any, of counsel
or other advisors to the selling shareholders).  Any commissions
or other fees payable to broker-dealers in connection with any
sale of the shares will be borne by the selling shareholders or
other party selling such shares.

                          LEGAL MATTERS

     The validity of the shares of common stock offered will be
passed upon for us by Schnader Harrison Segal & Lewis LLP.

                             EXPERTS

     The financial statements and 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 included herein
upon the authority of said firm as experts in giving said
reports.
<PAGE>
                             PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution*

SEC Registration fee............................. $ 1,785
Printing fees....................................   2,500
Accounting fees and expenses.....................   5,000
Legal fees and expenses..........................  15,000
Miscellaneous....................................   3,000

                         Total.................   $27,285

*    Estimated, except for SEC registration fee.  No portion of
these expenses will be borne by the selling shareholders.

Item 15.  Indemnification of Directors and Officers.

     Reference is made to Section 102(b)(7) of the Delaware
General Corporation Law (the "DGCL"), which permits a corporation
in its certificate of incorporation or an amendment thereto to
eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the
DGCL (providing for liability of directors for unlawful payment
of dividends or unlawful stock purchases or redemptions), or (iv)
for any transactions from which the director derived an improper
personal benefit.  The Registrant's Certificate of Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.

     Reference is made to Section 145 of the DGCL which provides
that a corporation may indemnify any persons, including directors
and officers, who are, or are threatened to be made, parties to
any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding, provided such director, officer,
employee or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's
best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct
was unlawful.  A Delaware corporation may indemnify directors
and/or officers in an action or suit by or in the right of the
corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
director or officer is adjudged to be liable to the corporation.
Where a director or officer is successful on the merits or
otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which
such director or officer actually and reasonably incurred.

     The Registrant's Certificate of Incorporation provides
indemnification of directors and officers of the Registrant to
the fullest extent permitted by the DGCL.  Pursuant to the
respective registration rights agreements entered into with the
Registrant, the selling stockholders have agreed to indemnify
directors and officers of the Registrant against certain
liabilities, including liabilities under the Securities Act.

     The Registrant maintains liability insurance for each
director and officer for certain losses arising from claims or
charges made against them while acting in their capacities as
directors or officers of the Registrant.

Item 16.  Exhibits.

Number    Description

5.1*      Opinion of Schnader Harrison Segal & Lewis LLP

23.1*     Consent of Arthur Andersen LLP

23.2*     Consent of Schnader Harrison Segal & Lewis LLP
          (included in Exhibit 5.1)

24.1**    Power of Attorney (contained on signature page).
- ---------------
*    Filed herewith.
**   Previously filed.

Item 17.  Undertakings.

     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 this 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.   (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any
material change to such information in the Registration
Statement;  Provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d)of the Exchange
Act that are incorporated by reference in the 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 securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

     (4)  That, for the purpose 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
Exchange Act that is incorporated by reference in the
registration statement 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.

     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 the
foregoing provisions, 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.
<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 Pre-Effective Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Bethesda, Maryland on July 23, 1999.

                       STARTEC GLOBAL COMMUNICATIONS CORPORATION

                       By: /s/ RAM MUKUNDA
                            ----------------------------------
                            Ram Mukunda

                            President, Chief Executive Officer
                            and Treasurer


     Pursuant to the requirements of the Securities Act of
1933,  this registration statement has been signed by the
following persons in the capacities and on the dates stated.

SIGNATURES                    TITLE               DATE
- --------------------------    -----------------   ---------------

/s/ RAM MUKUNDA               President, Chief    July 23, 1999
- ----------------------        Officer, Treasurer
Ram Mukunda                   And Director
                  (Principal Executive Officer)


/s/ PRABHAV V. MANIYAR        Senior Vice         July 23, 1999
- ----------------------        President, Chief
Prabhav V. Maniyar            Financial Officer,
                              Secretary and Director
           (Principal Financial and Accounting Officer)


                              Director            July ___, 1999
- ----------------------
Sudhakar Shenoy


/s/ NAZIR G. DOSSANI*         Director            July 23, 1999
- ----------------------
Nazir G. Dossani


/s/ RICHARD K. PRINS*         Director            July 23, 1999
- ----------------------
Richard K. Prins

     *    By:  /s/ RAM MUKUNDA
          ------------------------------
          Ram Mukunda, Attorney-in-fact

<PAGE>
                          EXHIBIT INDEX


Number    Description                                       Page
- ------    -----------------------------------------------   ----

5.1*      Opinion of Schnader Harrison Segal & Lewis LLP

23.1*     Consent of Arthur Andersen LLP

23.2*     Consent of Schnader Harrison Segal & Lewis LLP
          (included in Exhibit 5.1)

24.1**    Power of Attorney (contained on signature page).
- ---------------
*    Filed herewith.
**   Previously Filed.

                                                EXHIBIT 5.1

               SCHNADER HARRISON SEGAL & LEWIS LLP
                         Attorneys at Law
              1300 I Street, N.W. - 11th Floor East
                      Washington, D.C. 20005

                           202-216-4200
                         202-775-8741 Fax

                          July 23, 1999

The Board of Directors
Startec Global Communications Corporation
10411 Motor City Drive
Bethesda, MD 20817

     Re:  Registration Statement on Form S-3
          ----------------------------------

Gentlemen:

     We have acted as counsel to Startec Global Communications
Corporation, a Delaware corporation (the "Company"), with respect
to the Company's Registration Statement on Form S-3 filed with
the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), relating to the offer and sale
of up to 888,590 shares (the "Shares") of the Company's Common
Stock, par value $.01 per share, which may be offered and sold
from time to time by certain selling securityholders named in the
Prospectus contained in the Registration Statement or in
amendments or supplements thereto.

     As counsel for the Company, we have examined the
Registration Statement, and originals or copies, certified or
otherwise identified to our satisfaction, of such other
documents, corporate records, certificates of public officials
and other instruments as we have deemed necessary for the
purposes of rendering this opinion.  In our examination,
we have, with your approval, assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity with the originals of all documents
submitted to us as copies.  As to various questions of fact
material to such opinion, we have relied, to the extent we
deemed appropriate, upon representations, statements and
certificates of officers and representatives of the Company and
others.  We have not independently verified such information or
assumptions.

     Based upon, subject to and limited by the foregoing and the
other qualifications herein, we are of the opinion that the
presently issued Shares and the Shares subject to outstanding
warrants when issued in accordance with the terms thereof, have
been duly authorized for issuance by the Company and are validly
issued, fully paid and non-assessable.

     We consent to the use of this opinion as an exhibit to the
Registration Statement, and we consent to the use of our name
under the caption "Legal Matters" in the Prospectus forming a
part of the Registration Statement.  In giving this consent, we
do not admit that we come within the category of persons
whose consent is required under Section 7 of the Act or the rules
promulgated thereunder.

                         Very truly yours,

                          /s/ Schnader Harrison Segal & Lewis LLP
                          ---------------------------------------

                          SCHNADER HARRISON SEGAL & LEWIS LLP


                                                   EXHIBIT 23.1

            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-3 of our reports dated February 23, 1999 included in Startec
Global Communications Corporation's Form 10-K for the year ended
December 31, 1998 and to all references to our firm included in
this registration statement.

                                   ARTHUR ANDERSEN LLP

Washington, D.C.
July 22, 1999


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