SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Worldport Communications, Inc.
_____________________________________________________________
(Name of Issuer)
Common Stock, par value $.0001 per share
_____________________________________________________________
(Title of Class of Securities)
98155J105
_____________________________________________________________
(CUSIP Number)
April 28, 1999
_____________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-(c)
/ / Rule 13d-1(d)
______________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 4 pages
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CUSIP No. 98155J105 13G
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GKW Unified Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 500,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY - 0 -
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 500,000
WITH
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.64%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4 pages
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AMENDMENT NO. 1 TO SCHEDULE 13G
This Statement on Schedule 13G (the "Schedule 13G") relating to the
common stock, par value $.0001 per share of Worldport Communications, Inc.
(the "Common Stock") as previously filed by GKW Unified Holdings, LLC. is
hereby amended as set forth below. Capitalized terms used without definition
have the meaning ascribed to such terms in the Schedule 13G.
Item 4(a) of the Schedule 13G is hereby amended by deleting the
entire Item 4(a) and substituting the following:
"(a) Amount beneficially owned: 500,000 shares".
Item 4(b) of the Schedule 13G is hereby amended by deleting
the entire Item 4(b) and substituting the following:
"(b) Percentage of Class: Approximately 2.64%".
Item 4(c) of the Schedule 13G is hereby amended by deleting
the entire Item 4(c) and substituting the following:
"(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 500,000 shares
(ii) shared power to vote or direct the vote -0- shares
(iii) sole power to dispose or to direct the disposition
of 500,000 shares
(iv) shared power to dispose or to direct the disposition
of -0- shares"
Item 5 of the Schedule 13G is hereby amended by deleting the
entire Item 5 and substituting the following:
"If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following /X/."
Page 3 of 4 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: May 11, 1999
GKW UNIFIED HOLDINGS, LLC
By: Pacific Capital Group Inc., its
managing member
By:/s/ Gregg Ritchie
---------------------------------
Name: Gregg Ritchie
Page 4 of 4 pages
