<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-43497
PROSPECTUS SUPPLEMENT
DATED JUNE 5, 1998
TO THE PROSPECTUS DATED FEBRUARY 25, 1998
WORLD ACCESS, INC.
World Access, Inc. (the "Company") has prepared this Prospectus
Supplement to update certain information included in the Company's Prospectus
dated February 25, 1998 relating to (i) the Company's $115,000,000 aggregate
principal amount of Convertible Subordinated Notes due 2002 (the "Notes")
issued in private placements on October 1, 1997 and October 28, 1997 and the
shares of common stock, $.01 par value, of the Company (the "Common Stock")
that are issuable upon conversion of thereof (the "Conversion Shares"), and
(ii) 2,545,642 shares of Common Stock.
The table relating to the Notes and the Conversion Shares set forth in
the Prospectus under the caption "SELLING SECURITYHOLDERS" is hereby
supplemented as follows:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
OF PERCENT OF
NOTES TOTAL OUTSTANDING
NAMES OWNED NOTES
- ----- ---------- -----------------
<C> <C> <C>
Forest Alternative Strategies Fund $2,315,000 2.0%
II LP Series A-5........................
Forest Global Convertible Fund 300,000 *
Series A-5..............................
Forest Alternative Strategies 80,000 *
Fund II LP Series A-5 M.................
Forest Alternative Strategies 160,000 *
Fund II LP Series A-5 I.................
Forest Global Convertible 5,015,000 4.4
Fund Series A-5.........................
LLT Limited............................. 130,000 *
</TABLE>
* Less than 1%
