<PAGE> 1
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-43497
PROSPECTUS SUPPLEMENT
DATED OCTOBER 15, 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.
Fifty Two Thousand (52,000) shares of the One Hundred Two Thousand Nine
Hundred Twenty Five (102,925) shares of Common Stock held by Largo Holdings,
Ltd., a family limited partnership organized under the laws of the State of
Texas ("Largo"), have been distributed to Joseph W. Forbes, Jr., Largo's sole
limited partner, pursuant to the terms of Largo's limited partnership agreement.
As a result, the table relating to the Restricted Shares set forth in the
Prospectus under the caption "SELLING SECURITYHOLDERS" is hereby supplemented as
follows:
<TABLE>
<CAPTION>
BEFORE OFFERING AFTER OFFERING
------------------------------------ ------------------------------
NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES PERCENT OF
BENEFICIALLY REGISTERED FOR BENEFICIALLY OUTSTANDING
NAME OWNED SALE HEREBY OWNED SHARES
- ---- ---------------- ----------------- ---------------- -----------
<S> <C> <C> <C> <C>
Largo Holdings, Ltd.................. 50,925 50,925 0 *
Joseph W. Forbes, Jr. ............... 52,000 52,000 0 *
</TABLE>
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* Denotes less than one percent.
