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): June 5, 1998 (June 4,1998)
  
                               TELCO SYSTEMS, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter) 
  
        Delaware                 0-12622               94-2178777 
      ------------             ------------        -------------------
      (State or other          (Commission         (IRS Employer 
      jurisdiction of          File Number)        Identification No.)
      incorporation) 
  
      63 Nahatan Street, Norwood, Massachusetts              02062 
      -----------------------------------------------------------------
      (Address of principal executive offices)               (Zip Code)
  
  
                                (781) 551-0300 
      -----------------------------------------------------------------
             (Registrant's telephone number, including area code) 
  


                            TELCO SYSTEMS, INC. 
                         Current Report on Form 8-K 
  
 Item 5. Other Events. 
  
           On June 4, 1998, Telco Systems, Inc. (the "Company"), World
 Access, Inc. ("World Access"), WAXS Inc., a wholly owned subsidiary of
 World Access ("WAXS"), and Tail Acquisition Corporation, a wholly owned
 subsidiary of WAXS ("Merger Sub"), announced that they had entered into a
 definitive Agreement and Plan of Merger and Reorganization providing for,
 among other things, the merger of the Company and Merger Sub, with the
 Company surviving and becoming a wholly owned subsidiary of WAXS (the
 "Merger").  The Merger has been approved by the Boards of Directors of the
 Company, WAXS and World Access.   
  
           Pursuant to the Merger Agreement, each outstanding share of
 common stock, par value $.01 per share, of the Company ("Company Common
 Stock") will be converted into the right to receive that number of  shares
 of (i) common stock, par value $.01 per share, of World Access ("World
 Access Common Stock"), or (ii) if World Access' previously announced
 holding company reorganization shall have been consummated on or before the
 time of the Merger, New World Access common stock, $.01 par value per share
 (in either case, the "Merger Common Stock"), equal to the quotient of
 $17.00 divided by the average daily closing price of the Merger Common
 Stock as reported on the Nasdaq on each of the twenty consecutive trading
 days ending on the second business day prior to the date of the Merger (the
 "Average Closing Price"), provided that if the Average Closing Price is
 more than $36.00 per share, then each share of Company Common Stock will be
 converted into .4722 shares of Merger Common Stock and if the Average
 Closing Price is less than $29.00 per share, then each share of Company
 Common Stock will be converted into .5862 shares of Merger Common Stock. 
  
           The transaction is expected to be completed in the third quarter
 of calendar 1998.  It is subject to customary conditions, including
 clearance under the Hart-Scott-Rodino Antitrust Improvements Act and
 approval by the respective stockholders of the Company and World Access. 
 The parties intend for the Merger to constitute a tax-free reorganization
 and to be accounted for as a purchase. 
  
           In connection with the Merger Agreement, Kopp Investment
 Advisors, Inc. and the directors and certain executive officers of the
 Company have entered into a Stockholders Proxy Agreement with WAXS pursuant
 to which, among other things, they have agreed to vote an aggregate of
 approximately 8.0% of the Company's outstanding shares in favor of the
 Merger. 
  
           Copies of the Merger Agreement, the Stockholders Proxy Agreement
 and the press release issued by the Company and World Access announcing the
 transaction have been filed as exhibits hereto and are incorporated herein
 by reference. 
  
 Item 7.  Financial Statements, Pro Forma Financial Information and 
          Exhibits.
  
 Exhibit No.   Description

 2.01          Agreement and Plan of Merger and Reorganization, dated as
               of June 4, 1998, among World Access, Inc., WAXS Inc., Tail
               Acquisition Corporation and the Company.
 
 99.01         Stockholders Proxy Agreement, dated as of June 4, 1998, 
               among WAXS Inc., Kopp Investment Advisors, Inc. and certain
               directors and officers of the Company.
 
 99.02         Press Release of the Company and World Access Inc. dated
               June 4, 1998. 



                                    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's duly authorized signatory. 
  
 Dated: June 5, 1998 
  
                                   TELCO SYSTEMS, INC. 
   
  
  
                                   By: /s/
                                      ---------------------------
                                   Name:  William J. Stuart 
                                   Title: Vice President and 
                                          Chief Financial Officer



                                  EXHIBIT INDEX
  
  
  
 Exhibit No.   Description
 
 2.01          Agreement and Plan of Merger and Reorganization, dated as
               of June 4, 1998,  among World Access, Inc., WAXS Inc., Tail
               Acquisition Corporation and the Company.

 99.01         Stockholders Proxy Agreement, dated as of June 4, 1998,
               among WAXS Inc., Kopp Investment Advisors, Inc. and certain
               directors and officers of the Company.

 99.02         Press Release of the Company and World Access, Inc. dated
               June 4, 1998.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6224}]
{"company-data": {"conformed-name": "TELCO SYSTEMS INC /DE/", "cik": "0000736893", "assigned-sic": "3661", "irs-number": "942178777", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12622", "film-number": "98643684"}, "business-address": {"street1": "63 NAHATAN ST", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "6175510300"}, "mail-address": {"street1": "63 NAHATAN ST", "city": "NORWOOD", "state": "MA", "zip": "02062"}, "former-company": {"former-conformed-name": "TELCO SYSTEMS INC", "date-changed": "19880208"}}
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): June 5, 1998 (June 4,1998)
  
                               TELCO SYSTEMS, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter) 
  
        Delaware                 0-12622               94-2178777 
      ------------             ------------        -------------------
      (State or other          (Commission         (IRS Employer 
      jurisdiction of          File Number)        Identification No.)
      incorporation) 
  
      63 Nahatan Street, Norwood, Massachusetts              02062 
      -----------------------------------------------------------------
      (Address of principal executive offices)               (Zip Code)
  
  
                                (781) 551-0300 
      -----------------------------------------------------------------
             (Registrant's telephone number, including area code) 
  

                            TELCO SYSTEMS, INC. 
                         Current Report on Form 8-K 
  
 Item 5. Other Events. 
  
           On June 4, 1998, Telco Systems, Inc. (the "Company"), World
 Access, Inc. ("World Access"), WAXS Inc., a wholly owned subsidiary of
 World Access ("WAXS"), and Tail Acquisition Corporation, a wholly owned
 subsidiary of WAXS ("Merger Sub"), announced that they had entered into a
 definitive Agreement and Plan of Merger and Reorganization providing for,
 among other things, the merger of the Company and Merger Sub, with the
 Company surviving and becoming a wholly owned subsidiary of WAXS (the
 "Merger").  The Merger has been approved by the Boards of Directors of the
 Company, WAXS and World Access.   
  
           Pursuant to the Merger Agreement, each outstanding share of
 common stock, par value $.01 per share, of the Company ("Company Common
 Stock") will be converted into the right to receive that number of  shares
 of (i) common stock, par value $.01 per share, of World Access ("World
 Access Common Stock"), or (ii) if World Access' previously announced
 holding company reorganization shall have been consummated on or before the
 time of the Merger, New World Access common stock, $.01 par value per share
 (in either case, the "Merger Common Stock"), equal to the quotient of
 $17.00 divided by the average daily closing price of the Merger Common
 Stock as reported on the Nasdaq on each of the twenty consecutive trading
 days ending on the second business day prior to the date of the Merger (the
 "Average Closing Price"), provided that if the Average Closing Price is
 more than $36.00 per share, then each share of Company Common Stock will be
 converted into .4722 shares of Merger Common Stock and if the Average
 Closing Price is less than $29.00 per share, then each share of Company
 Common Stock will be converted into .5862 shares of Merger Common Stock. 
  
           The transaction is expected to be completed in the third quarter
 of calendar 1998.  It is subject to customary conditions, including
 clearance under the Hart-Scott-Rodino Antitrust Improvements Act and
 approval by the respective stockholders of the Company and World Access. 
 The parties intend for the Merger to constitute a tax-free reorganization
 and to be accounted for as a purchase. 
  
           In connection with the Merger Agreement, Kopp Investment
 Advisors, Inc. and the directors and certain executive officers of the
 Company have entered into a Stockholders Proxy Agreement with WAXS pursuant
 to which, among other things, they have agreed to vote an aggregate of
 approximately 8.0% of the Company's outstanding shares in favor of the
 Merger. 
  
           Copies of the Merger Agreement, the Stockholders Proxy Agreement
 and the press release issued by the Company and World Access announcing the
 transaction have been filed as exhibits hereto and are incorporated herein
 by reference. 
  
 Item 7.  Financial Statements, Pro Forma Financial Information and 
          Exhibits.
  
 Exhibit No.   Description

 2.01          Agreement and Plan of Merger and Reorganization, dated as
               of June 4, 1998, among World Access, Inc., WAXS Inc., Tail
               Acquisition Corporation and the Company.
 
 99.01         Stockholders Proxy Agreement, dated as of June 4, 1998, 
               among WAXS Inc., Kopp Investment Advisors, Inc. and certain
               directors and officers of the Company.
 
 99.02         Press Release of the Company and World Access Inc. dated
               June 4, 1998. 

                                    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's duly authorized signatory. 
  
 Dated: June 5, 1998 
  
                                   TELCO SYSTEMS, INC. 
   
  
  
                                   By: /s/
                                      ---------------------------
                                   Name:  William J. Stuart 
                                   Title: Vice President and 
                                          Chief Financial Officer

                                  EXHIBIT INDEX
  
  
  
 Exhibit No.   Description
 
 2.01          Agreement and Plan of Merger and Reorganization, dated as
               of June 4, 1998,  among World Access, Inc., WAXS Inc., Tail
               Acquisition Corporation and the Company.

 99.01         Stockholders Proxy Agreement, dated as of June 4, 1998,
               among WAXS Inc., Kopp Investment Advisors, Inc. and certain
               directors and officers of the Company.

 99.02         Press Release of the Company and World Access, Inc. dated
               June 4, 1998.