SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported):  September 16, 1997
--------------------------------------------------------------------------

                               World Access, Inc.
--------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



   Delaware                         0-19998                        65-0044209 
---------------            ------------------------              --------------
(State or other            (Commission File Number)              (IRS Employer
jurisdiction of                                                  Identification
incorporation)                                                       Number)


945 E. Paces Ferry Road, 
Suite 2240, Atlanta, Georgia                                         30326  
---------------------------------------------------              -------------
(Address of principal executive offices)                           (Zip Code)



Registrant's telephone number, including area code:   (404) 231-2025
                                                   --------------------




<PAGE>




Item 5.  Other Events

On September  16,  1997,  World  Access,  Inc. issued a press release announcing
that it was pursuing a private  placement of  $100,000,000  aggregate  principal
amount of convertible subordinated notes.


Item 7.  Exhibits

The following exhibit is filed herewith by direct transmission via "edgar."

99.1     Press release dated September 16, 1997.




<PAGE>


                                    SIGNATURE

Pursuant to  the  requirements  of  the  Securities  Exchange  Act  of 1934, the
registrant  has duly  caused  this Report to be signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.


                                            WORLD ACCESS, INC.



                                            By: /s/ Martin D. Kidder
                                               ------------------------
                                                Martin D. Kidder
                                                Its Vice President and
                                                Controller



Dated as of September 19, 1997.

<PAGE>

Exhibit 99.1    Press release dated September 16, 1997.

News Release
                                      SUMMARY: COMPANY ANNOUNCES PROPOSED
                                               $100 MILLION CONVERTIBLE DEBT
                                               OFFERING

                                      CONTACT: Steven A. Odom   Chairman & CEO
                                               Hensley E. West  President  & COO
                                               Mark A. Gergel   Exec. VP  & CFO
                                               (404) 231-2025
FOR IMMEDIATE RELEASE

ATLANTA,  GEORGIA  -September  16, 1997 - WORLD  ACCESS,  INC.  (NASDAQ:  WAXS),
announced  today that it is  pursuing  the  private  placement  of $100  million
aggregate principal amount of convertible  subordinated notes under Rule 144A of
the  Securities  Act of 1933  (plus up to an  additional  $15  million  to cover
over-allotments, if any).

The net  proceeds  from  the  offering  of the  notes  are  expected  to be used
primarily for potential  acquisitions of businesses and technology  licenses and
other  strategic  initiatives  related  to the  growth  and  development  of the
Company's  telecommunications  products business.  The net proceeds will also be
used for general  corporate  purposes,  including new product  development,  the
expansion of domestic and international  sales and marketing efforts and working
capital.

The notes,  which are convertible into common stock of the Company,  will be due
on October 1, 2002. The Company may not call the notes prior to October 1, 2000.
The notes will not be registered under the United States  Securities Act of 1933
and may not be offered or sold in the United  States absent  registration  or an
applicable exemption from registration  requirements.  The issuance of the notes
will be  structured  to allow  secondary  market  trading under Rule 144A of the
Securities Act of 1933.

World Access,  Inc.  develops,  manufactures  and markets  wireline and wireless
switching,  transport  and access  products  primarily  for the  United  States,
Caribbean  Basin and Latin  American  telecommunications  markets.  The  Company
offers  digital  switches,  cellular base  stations,  fixed  wireless local loop
systems,   intelligent  multiplexers,   digital  loop  carriers,  microwave  and
millimeterwave radio equipment and other wireless  communications  products.  To
support  and  complement  its  product  sales,  the Company  also  provides  its
customers  with a broad range of design,  engineering,  manufacturing,  testing,
installation,   repair  and  other   value-added   services.   The   Company  is
headquartered  in Atlanta,  Georgia and conducts its principal  operations  from
facilities located strategically throughout the United States.


This press release does not constitute an offer to sell or the  solicitation  of
an offer to buy any security and shall not constitute an offer,  solicitation or
sales of any  securities in any  jurisdiction  in which such  offering  would be
unlawful.
[{"type": "8-K", "sequence": "1", "description": "FORM 8K", "secsgml_size_bytes": 5636}]
{"company-data": {"conformed-name": "WORLD ACCESS INC", "cik": "0000876279", "assigned-sic": "5065", "irs-number": "650044209", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19998", "film-number": "97683127"}, "business-address": {"street1": "945 E PACES FERRY ROAD", "street2": "SUITE 2240", "city": "ATLANTA", "state": "GA", "zip": "30326", "phone": "4042312025"}, "mail-address": {"street1": "945 E PACES FERRY ROAD", "street2": "SUITE 2240", "city": "ATLANTA", "state": "GA", "zip": "30326"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  September 16, 1997
--------------------------------------------------------------------------

                               World Access, Inc.
--------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   Delaware                         0-19998                        65-0044209 
---------------            ------------------------              --------------
(State or other            (Commission File Number)              (IRS Employer
jurisdiction of                                                  Identification
incorporation)                                                       Number)

945 E. Paces Ferry Road, 
Suite 2240, Atlanta, Georgia                                         30326  
---------------------------------------------------              -------------
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code:   (404) 231-2025
                                                   --------------------
Item 5.  Other Events

On September  16,  1997,  World  Access,  Inc. issued a press release announcing
that it was pursuing a private  placement of  $100,000,000  aggregate  principal
amount of convertible subordinated notes.

Item 7.  Exhibits

The following exhibit is filed herewith by direct transmission via "edgar."

99.1     Press release dated September 16, 1997.
SIGNATURE

Pursuant to  the  requirements  of  the  Securities  Exchange  Act  of 1934, the
registrant  has duly  caused  this Report to be signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.

                                            WORLD ACCESS, INC.

                                            By: /s/ Martin D. Kidder
                                               ------------------------
                                                Martin D. Kidder
                                                Its Vice President and
                                                Controller

Dated as of September 19, 1997.
Exhibit 99.1    Press release dated September 16, 1997.

News Release
                                      SUMMARY: COMPANY ANNOUNCES PROPOSED
                                               $100 MILLION CONVERTIBLE DEBT
                                               OFFERING

                                      CONTACT: Steven A. Odom   Chairman & CEO
                                               Hensley E. West  President  & COO
                                               Mark A. Gergel   Exec. VP  & CFO
                                               (404) 231-2025
FOR IMMEDIATE RELEASE

ATLANTA,  GEORGIA  -September  16, 1997 - WORLD  ACCESS,  INC.  (NASDAQ:  WAXS),
announced  today that it is  pursuing  the  private  placement  of $100  million
aggregate principal amount of convertible  subordinated notes under Rule 144A of
the  Securities  Act of 1933  (plus up to an  additional  $15  million  to cover
over-allotments, if any).

The net  proceeds  from  the  offering  of the  notes  are  expected  to be used
primarily for potential  acquisitions of businesses and technology  licenses and
other  strategic  initiatives  related  to the  growth  and  development  of the
Company's  telecommunications  products business.  The net proceeds will also be
used for general  corporate  purposes,  including new product  development,  the
expansion of domestic and international  sales and marketing efforts and working
capital.

The notes,  which are convertible into common stock of the Company,  will be due
on October 1, 2002. The Company may not call the notes prior to October 1, 2000.
The notes will not be registered under the United States  Securities Act of 1933
and may not be offered or sold in the United  States absent  registration  or an
applicable exemption from registration  requirements.  The issuance of the notes
will be  structured  to allow  secondary  market  trading under Rule 144A of the
Securities Act of 1933.

World Access,  Inc.  develops,  manufactures  and markets  wireline and wireless
switching,  transport  and access  products  primarily  for the  United  States,
Caribbean  Basin and Latin  American  telecommunications  markets.  The  Company
offers  digital  switches,  cellular base  stations,  fixed  wireless local loop
systems,   intelligent  multiplexers,   digital  loop  carriers,  microwave  and
millimeterwave radio equipment and other wireless  communications  products.  To
support  and  complement  its  product  sales,  the Company  also  provides  its
customers  with a broad range of design,  engineering,  manufacturing,  testing,
installation,   repair  and  other   value-added   services.   The   Company  is
headquartered  in Atlanta,  Georgia and conducts its principal  operations  from
facilities located strategically throughout the United States.

This press release does not constitute an offer to sell or the  solicitation  of
an offer to buy any security and shall not constitute an offer,  solicitation or
sales of any  securities in any  jurisdiction  in which such  offering  would be
unlawful.