<B>UNITED STATES SECURITIES AND EXCHANGE COMMISSION<b>
<B>Washington, D.C. 20549<b>
<B>ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP<b>
_ Check box if no longer subject to Section 16. Form 4 of Form 5 obligations
may continue. See instruction 1(b).
_ Form 3 Holdings Reported
_ Form 4 Transactions Reported
Filed pursuant to Section 16(a) of the Securities and Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940.
1. Name and Address of Reporting Person*
Landa Manuel Rangel
(Last) (First) (Middle)
4635 Southwest Frwy, Ste 800
(Street)
Houston Texas 77027
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
(TSCP) Telscape International, Inc.
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
December 1996
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
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Officer (give title below) Other (specify below)
--- ----
Chairman of Board
------------------------
7. Individual or Joint/Group Reporting
(check aaplicable line)
X Form Filed by One Reporting Person
----
Form Filed by More than One Reporting Person
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<TABLE>
<CAPTION>
Table I-Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
<S>1. Title of Security 2. Transaction Date 3. Transaction Code</S>
<S> (Instr. 3) (Month/Day/Year) (Instr. 8)</S>
<C> <C> <C>
<S> 4. Securities Acquired (A) or Disposed of (D)</S>
<S>(Instr. 3, 4 and 5)</S>
<S> Amount (A) or (D) Price</S>
<C> <C> <C>
<S>5. Amount if Securities 6. Ownership Form: 7. Nature of </S>
<S> Beneficially Owned at Direct (D) or Indirect </S>
<S> end of Issuer's Fiscal Year Indirect (I) Beneficial</S>
<S> Ownership</S>
<S> (Instr. 3 and 4) (Instr.4) (Instr. 4)</S>
<C> <C> <C>
</TABLE>
*If the form is filed by more than one reporting person, see instruction
4(b)(v).
(Over)
<PAGE>
<B> FORM 5 (continued)<b>
<TABLE>
<CAPTION>
<S>Table II-Derivative Securities Acquired, Disposed of , or Beneficially</S>
<S>Owned</S>
<S>(e.g., puts, calls, warrants, options, convertible securities)</S>
<S>1. Title of Derivative Security 2. Conversion of Exercise</S>
<S> (Instr. 3) Price of Derivative Security</S>
<C> <C>
Stock Option/ 1.35
1996 Plan
Stock Option/ 4.875
1996 Plan
<S>3. Transaction Date 4. Transaction Code </S>
<S> (Month/Day/Year) (Instr. 8)</S>
<C> <C>
5/17/96 * A
10/2/96 A
<S>5. Number of Derivative Securities 6. Date Exercisable and</S>
<S> Acquired (A) or Disposed of (D) Expiration Date</S>
<S> (Instr. 3, 4 and 5) (Month/Day/Year)</S>
<S>(A) (D) Date Expiration</S>
<S> Exercisable Date</S>
<C> <C> <C> <C>
25000 (1) (2)
75000 (3) (4)
<S>7. Title and Amount of Underlying Securities</S>
<S> (Instr. 3 and 4)</S>
<S> Title Amount or Number of Shares</S>
<C> <C>
Common Stock 25000
Common Stock 75000
<S>8. Price of Derivative 9. Number of Derivative</S>
<S> Security Securities Beneficially</S>
<S> Owned at End of Year</S>
<S> (Instr. 5) (Instr. 4)</S>
<C> <C>
341208
447958
<S>10. Ownership of Derivative 11. Nature of Indirect</S>
<S> Security: Direct (D) Ownership</S>
<S>or Indirect (I) </S>
<S>(Instr. 4) (Instr. 4)</S>
<C> <C>
D
D
I
</TABLE>
Explanation of Responses: * The options were originally granted pursuant to
the 1995 Telereunion Stock Option Plan but were converted into the 1996
Telscape Stock Option Plan upon the consummation of the mergerof Telereunion
into Telscape International on May 17, 1996.
See attached.
/S/ Manuel Rangel Landa 2/13/97
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** Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB number.
Page 2
SEC 2270 (7-96)
<PAGE>
<B>Form 5 Annual Statement of Changes in Beneficial Ownership-Manuel Landa<b>
(1) These options are exercisable in their entirety on November 14, 1996.
(2) September 2005.
(3) These options are exercisable in their entirety on November 14, 1996.
(4) October 2, 2006.
<PAGE>
