<PAGE>
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON     , 1998
 
                                                       REGISTRATION NO. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
 
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                              ITC/\DELTACOM, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                               ----------------
 
              DELAWARE                              58-2301135
                                       (I.R.S. EMPLOYER IDENTIFICATION NO.)
   (STATE OR OTHER JURISDICTION OF
   INCORPORATION OR ORGANIZATION)
 
                               ----------------
 
               1241 O.G. SKINNER DRIVE WEST POINT, GEORGIA 31833
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
          ITC/\DELTACOM, INC. EMPLOYEE PROFIT SHARING AND 401(K) PLAN
                           (FULL TITLE OF THE PLAN)
 
                               ----------------
 
                   ANDREW M. WALKER CHIEF EXECUTIVE OFFICER
  ITC/\DELTACOM, INC. 1241 O.G. SKINNER DRIVE WEST POINT, GEORGIA 31833 (706)
                                   645-3880
    (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
                                   SERVICE)
 
                               ----------------
 
                                   COPY TO:
   NANCY J. KELLNER, ESQ. HOGAN & HARTSON L.L.P. 555 THIRTEENTH STREET, N.W.
                  WASHINGTON, D.C. 20004-1109 (202) 637-5600
 
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       PROPOSED
                                         PROPOSED      MAXIMUM
                             AMOUNT      MAXIMUM      AGGREGATE    AMOUNT OF
   TITLE OF SECURITIES       TO BE    OFFERING PRICE   OFFERING   REGISTRATION
     TO BE REGISTERED      REGISTERED  PER SHARE(1)    PRICE(1)      FEE(1)
------------------------------------------------------------------------------
<S>                        <C>        <C>            <C>          <C>
Common Stock, par value
 $.01....................  250,000       $32.44      $8,110,000    $ 2,393
</TABLE>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of
    calculating the amount of the registration fee.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
 
                                    PART I
 
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
  The documents containing the information specified in Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents which have been filed by ITC/\DeltaCom Inc. (the
"Company" or the "Registrant") with the Commission are hereby incorporated
herein by reference:
 
  (a) The Registrant's Annual Report on Form 10-K for its fiscal year ended
December 31, 1997, filed with the Commission on March 30, 1998;
 
  (b) All reports filed with the Commission pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since December 31,
1997; and
 
  (c) The description of the Registrant's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A (No. 0-23253) filed with the Commission October 22, 1997
pursuant to the Exchange Act, together with all amendments and reports filed
for the purpose of updating that description.
 
  (d) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
 
  In addition, any statement contained in a document incorporated or deemed to
be incorporated by reference into this Registration Statement will be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained in this Registration Statement or any
other subsequently filed document which also is or is deemed to be
incorporated into this Registration Statement modifies or supersedes that
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable. (The Common Stock is registered under Section 12 of the
Exchange Act.)
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Anthony S. Harrington, a partner of Hogan & Hartson L.L.P., counsel to the
Registrant, is the beneficial owner of 79,872 shares of Common Stock.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  The Company is a Delaware corporation, subject to the provisions of the
General Corporation Law of the State of Delaware (the "Delaware Corporation
Law"). Under Section 145 of the Delaware Corporation Law, a corporation may
indemnify its directors, officers, employees and agents and its former
directors, officers,
 
                                       1
<PAGE>
 
employees and agents and those who serve, at the corporation's request, in
such capacities with another enterprise, against expenses (including
attorneys' fees), as well as judgments, fines and settlements in nonderivative
lawsuits, actually and reasonably incurred in connection with the defense of
any action, suit or proceeding in which they or any of them were or are made
parties or are threatened to be made parties by reason of their serving or
having served in such capacity. The Delaware Corporation Law provides,
however, that such person must have acted in good faith and in a manner such
person reasonably believed to be in (or not opposed to) the best interests of
the corporation and, in the case of a criminal action, such person must have
had no reasonable cause to believe his or her conduct was unlawful. In
addition, the Delaware Corporation Law does not permit indemnification in an
action or suit by or in the right of the corporation where such person has
been adjudged liable to the corporation, unless, and only to the extent that,
a court determines that such person fairly and reasonably is entitled to
indemnification for costs the court deems proper in light of liability
adjudication. Indemnification is mandatory to the extent a claim, issue or
matter has been successfully defended.
 
  The Company's Certificate of Incorporation contains provisions that provide
that no director of the Company shall be liable for breach of fiduciary duty
as a director except for (i) any breach of the directors' duty of loyalty to
the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law; (iii)
liability under Section 174 of the Delaware Corporation Law; or (iv) any
transaction from which the director derived an improper personal benefit.
Under the Bylaws of the Company, the Company is required to advance expenses
incurred by an officer or director in defending or participating in any action
which such director or officer is made a party to or is threatened to be made
a party to by reason of such person's serving or having served as an officer
or director if the director or officer undertakes to repay such amount if it
is determined that the director or officer is not entitled to indemnification.
 
  In addition, the Company has entered into indemnity agreements with each of
its directors and certain of its officers pursuant to which the Company has
agreed to indemnify its directors and such officers as permitted by the
Delaware Corporation Law.
 
  The Company also has obtained directors and officers liability insurance
against certain liabilities, including liabilities under the Securities Act.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not applicable.
 
ITEM 8. EXHIBITS.
 
  There are filed with the Registration Statement the following exhibits:
 
<TABLE>
 <S>  <C>
  4.1 Certificate of Incorporation of ITC/\DeltaCom, Inc. (filed as Exhibit 3.1
      to the Registrant's Registration Statement on Form S-1 (No. 333-36683),
      and incorporated herein by reference).
  4.2 Amended and Restated Bylaws of ITC/\DeltaCom, Inc. (filed as Exhibit 3.2
      to the Registrant's Registration Statement on Form S-1 (No. 333-36683),
      and incorporated herein by reference).
  4.3 ITC/\DeltaCom, Inc. 401(k) Plan.
 23.1 Consent of Arthur Andersen L.L.P.
 24   Power of Attorney (included in the signature page to this Registration
      Statement).
</TABLE>
 
  The Registrant will submit the ITC/\DeltaCom, Inc. Employee Profit Sharing
and 401(k) Plan (the "Plan") to the Internal Revenue Service ("IRS") in order
to receive a determination letter that the Plan is qualified under Section 401
of the Internal Revenue Code of 1986, as amended, and will submit any
amendments to the Plan to the IRS in a timely manner, and will make all
changes required by the IRS in order to qualify, or continue the
qualification, of the Plan.
 
 
                                       2
<PAGE>
 
ITEM 9. UNDERTAKINGS.
 
  (a) The Registrant hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:
 
      (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act;
 
      (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the Registration Statement; and
 
      (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement or
    any material change to such information in the Registration Statement;
 
    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed with or furnished
  to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
  of the Exchange Act, that are incorporated by reference in this
  Registration Statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new Registration Statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
  (b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
 
  (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than for the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
 
                                       3
<PAGE>
 
                                  SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF WEST POINT, GEORGIA, ON THIS 2ND DAY OF SEPTEMBER,
1998.
 
                                          ITC/\Deltacom, inc.
 
                                                   /s/ Andrew M. Walker
                                          By: _________________________________
                                             ANDREW M. WALKER CHIEF EXECUTIVE
                                                          OFFICER
 
 
                               POWER OF ATTORNEY
 
  KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS CAMPBELL B. LANIER, III, ANDREW M. WALKER AND
DOUGLAS A. SHUMATE, JOINTLY AND SEVERALLY, EACH IN HIS OWN CAPACITY, HIS TRUE
AND LAWFUL ATTORNEYS-IN-FACT, WITH FULL POWER OF SUBSTITUTION, FOR HIM AND HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION
STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS
IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, WITH FULL POWER AND
AUTHORITY TO DO SO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING
ALL THAT SAID ATTORNEYS-IN-FACT OF ANY OF THEM, OR HIS OR THEIR SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS, IN THE
CAPACITIES INDICATED BELOW, ON THIS 2ND DAY OF SEPTEMBER, 1998.
 
              SIGNATURE                                 TITLE
 
     /s/ Campbell B. Lanier, III       Chairman, Director
-------------------------------------
       CAMPBELL B. LANIER, III
 
        /s/ Andrew M. Walker           Vice Chairman, Chief Executive Officer
-------------------------------------   and Director (Principal executive
          ANDREW M. WALKER              officer)
 
       /s/ Douglas A. Shumate          Senior Vice President and Chief
-------------------------------------   Financial Officer (Principal
         DOUGLAS A. SHUMATE             financial officer and principal
                                        accounting officer)
 
                                       4
<PAGE>
 
              SIGNATURE                                  TITLE
 
        /s/ Donald W. Burton                            Director
-------------------------------------
          DONALD W. BURTON
 
     /s/ Malcolm C. Davenport, V                        Director
-------------------------------------
       MALCOLM C. DAVENPORT, V
 
        /s/ Robert A. Dolson                            Director
-------------------------------------
          ROBERT A. DOLSON
 
         /s/ O. Gene Gabbard                            Director
-------------------------------------
           O. GENE GABBARD
 
         /s/ William T. Parr                            Director
-------------------------------------
           WILLIAM T. PARR
 
      /s/ William H. Scott, III                         Director
-------------------------------------
        WILLIAM H. SCOTT, III
 
      /s/ William B. Timmerman                          Director
-------------------------------------
        WILLIAM B. TIMMERMAN
 
                                       5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18067}]
{"company-data": {"conformed-name": "ITC DELTACOM INC", "cik": "0001041954", "assigned-sic": "4813", "irs-number": "582301135", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62773", "film-number": "98703313"}, "business-address": {"street1": "1241 O G SKINNER DR", "city": "WEST POINT", "state": "GA", "zip": "31833", "phone": "7066453880"}, "mail-address": {"street1": "1241 O G SKINNER DR", "city": "WEST POINT", "state": "GA", "zip": "31833"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON     , 1998
 
                                                       REGISTRATION NO. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
 
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                              ITC/\DELTACOM, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                               ----------------
 
              DELAWARE                              58-2301135
                                       (I.R.S. EMPLOYER IDENTIFICATION NO.)
   (STATE OR OTHER JURISDICTION OF
   INCORPORATION OR ORGANIZATION)
 
                               ----------------
 
               1241 O.G. SKINNER DRIVE WEST POINT, GEORGIA 31833
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
          ITC/\DELTACOM, INC. EMPLOYEE PROFIT SHARING AND 401(K) PLAN
                           (FULL TITLE OF THE PLAN)
 
                               ----------------
 
                   ANDREW M. WALKER CHIEF EXECUTIVE OFFICER
  ITC/\DELTACOM, INC. 1241 O.G. SKINNER DRIVE WEST POINT, GEORGIA 31833 (706)
                                   645-3880
    (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
                                   SERVICE)
 
                               ----------------
 
                                   COPY TO:
   NANCY J. KELLNER, ESQ. HOGAN & HARTSON L.L.P. 555 THIRTEENTH STREET, N.W.
                  WASHINGTON, D.C. 20004-1109 (202) 637-5600
 
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PROPOSED
                                         PROPOSED      MAXIMUM
                             AMOUNT      MAXIMUM      AGGREGATE    AMOUNT OF
   TITLE OF SECURITIES       TO BE    OFFERING PRICE   OFFERING   REGISTRATION
     TO BE REGISTERED      REGISTERED  PER SHARE(1)    PRICE(1)      FEE(1)
------------------------------------------------------------------------------
Common Stock, par value
 $.01....................  250,000       $32.44      $8,110,000    $ 2,393
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of
    calculating the amount of the registration fee.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART I
 
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
  The documents containing the information specified in Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents which have been filed by ITC/\DeltaCom Inc. (the
"Company" or the "Registrant") with the Commission are hereby incorporated
herein by reference:
 
  (a) The Registrant's Annual Report on Form 10-K for its fiscal year ended
December 31, 1997, filed with the Commission on March 30, 1998;
 
  (b) All reports filed with the Commission pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since December 31,
1997; and
 
  (c) The description of the Registrant's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A (No. 0-23253) filed with the Commission October 22, 1997
pursuant to the Exchange Act, together with all amendments and reports filed
for the purpose of updating that description.
 
  (d) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
 
  In addition, any statement contained in a document incorporated or deemed to
be incorporated by reference into this Registration Statement will be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained in this Registration Statement or any
other subsequently filed document which also is or is deemed to be
incorporated into this Registration Statement modifies or supersedes that
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable. (The Common Stock is registered under Section 12 of the
Exchange Act.)
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Anthony S. Harrington, a partner of Hogan & Hartson L.L.P., counsel to the
Registrant, is the beneficial owner of 79,872 shares of Common Stock.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  The Company is a Delaware corporation, subject to the provisions of the
General Corporation Law of the State of Delaware (the "Delaware Corporation
Law"). Under Section 145 of the Delaware Corporation Law, a corporation may
indemnify its directors, officers, employees and agents and its former
directors, officers,
 
                                       1
employees and agents and those who serve, at the corporation's request, in
such capacities with another enterprise, against expenses (including
attorneys' fees), as well as judgments, fines and settlements in nonderivative
lawsuits, actually and reasonably incurred in connection with the defense of
any action, suit or proceeding in which they or any of them were or are made
parties or are threatened to be made parties by reason of their serving or
having served in such capacity. The Delaware Corporation Law provides,
however, that such person must have acted in good faith and in a manner such
person reasonably believed to be in (or not opposed to) the best interests of
the corporation and, in the case of a criminal action, such person must have
had no reasonable cause to believe his or her conduct was unlawful. In
addition, the Delaware Corporation Law does not permit indemnification in an
action or suit by or in the right of the corporation where such person has
been adjudged liable to the corporation, unless, and only to the extent that,
a court determines that such person fairly and reasonably is entitled to
indemnification for costs the court deems proper in light of liability
adjudication. Indemnification is mandatory to the extent a claim, issue or
matter has been successfully defended.
 
  The Company's Certificate of Incorporation contains provisions that provide
that no director of the Company shall be liable for breach of fiduciary duty
as a director except for (i) any breach of the directors' duty of loyalty to
the Company or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law; (iii)
liability under Section 174 of the Delaware Corporation Law; or (iv) any
transaction from which the director derived an improper personal benefit.
Under the Bylaws of the Company, the Company is required to advance expenses
incurred by an officer or director in defending or participating in any action
which such director or officer is made a party to or is threatened to be made
a party to by reason of such person's serving or having served as an officer
or director if the director or officer undertakes to repay such amount if it
is determined that the director or officer is not entitled to indemnification.
 
  In addition, the Company has entered into indemnity agreements with each of
its directors and certain of its officers pursuant to which the Company has
agreed to indemnify its directors and such officers as permitted by the
Delaware Corporation Law.
 
  The Company also has obtained directors and officers liability insurance
against certain liabilities, including liabilities under the Securities Act.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not applicable.
 
ITEM 8. EXHIBITS.
 
  There are filed with the Registration Statement the following exhibits:
4.1 Certificate of Incorporation of ITC/\DeltaCom, Inc. (filed as Exhibit 3.1
      to the Registrant's Registration Statement on Form S-1 (No. 333-36683),
      and incorporated herein by reference).
  4.2 Amended and Restated Bylaws of ITC/\DeltaCom, Inc. (filed as Exhibit 3.2
      to the Registrant's Registration Statement on Form S-1 (No. 333-36683),
      and incorporated herein by reference).
  4.3 ITC/\DeltaCom, Inc. 401(k) Plan.
 23.1 Consent of Arthur Andersen L.L.P.
 24   Power of Attorney (included in the signature page to this Registration
      Statement).
The Registrant will submit the ITC/\DeltaCom, Inc. Employee Profit Sharing
and 401(k) Plan (the "Plan") to the Internal Revenue Service ("IRS") in order
to receive a determination letter that the Plan is qualified under Section 401
of the Internal Revenue Code of 1986, as amended, and will submit any
amendments to the Plan to the IRS in a timely manner, and will make all
changes required by the IRS in order to qualify, or continue the
qualification, of the Plan.
 
 
                                       2
ITEM 9. UNDERTAKINGS.
 
  (a) The Registrant hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:
 
      (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act;
 
      (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the Registration Statement; and
 
      (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement or
    any material change to such information in the Registration Statement;
 
    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed with or furnished
  to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
  of the Exchange Act, that are incorporated by reference in this
  Registration Statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new Registration Statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
  (b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
 
  (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than for the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
 
                                       3
SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF WEST POINT, GEORGIA, ON THIS 2ND DAY OF SEPTEMBER,
1998.
 
                                          ITC/\Deltacom, inc.
 
                                                   /s/ Andrew M. Walker
                                          By: _________________________________
                                             ANDREW M. WALKER CHIEF EXECUTIVE
                                                          OFFICER
 
 
                               POWER OF ATTORNEY
 
  KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS CAMPBELL B. LANIER, III, ANDREW M. WALKER AND
DOUGLAS A. SHUMATE, JOINTLY AND SEVERALLY, EACH IN HIS OWN CAPACITY, HIS TRUE
AND LAWFUL ATTORNEYS-IN-FACT, WITH FULL POWER OF SUBSTITUTION, FOR HIM AND HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION
STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS
IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, WITH FULL POWER AND
AUTHORITY TO DO SO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING
ALL THAT SAID ATTORNEYS-IN-FACT OF ANY OF THEM, OR HIS OR THEIR SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS, IN THE
CAPACITIES INDICATED BELOW, ON THIS 2ND DAY OF SEPTEMBER, 1998.
 
              SIGNATURE                                 TITLE
 
     /s/ Campbell B. Lanier, III       Chairman, Director
-------------------------------------
       CAMPBELL B. LANIER, III
 
        /s/ Andrew M. Walker           Vice Chairman, Chief Executive Officer
-------------------------------------   and Director (Principal executive
          ANDREW M. WALKER              officer)
 
       /s/ Douglas A. Shumate          Senior Vice President and Chief
-------------------------------------   Financial Officer (Principal
         DOUGLAS A. SHUMATE             financial officer and principal
                                        accounting officer)
 
                                       4
SIGNATURE                                  TITLE
 
        /s/ Donald W. Burton                            Director
-------------------------------------
          DONALD W. BURTON
 
     /s/ Malcolm C. Davenport, V                        Director
-------------------------------------
       MALCOLM C. DAVENPORT, V
 
        /s/ Robert A. Dolson                            Director
-------------------------------------
          ROBERT A. DOLSON
 
         /s/ O. Gene Gabbard                            Director
-------------------------------------
           O. GENE GABBARD
 
         /s/ William T. Parr                            Director
-------------------------------------
           WILLIAM T. PARR
 
      /s/ William H. Scott, III                         Director
-------------------------------------
        WILLIAM H. SCOTT, III
 
      /s/ William B. Timmerman                          Director
-------------------------------------
        WILLIAM B. TIMMERMAN
 
                                       5