<PAGE>

        As filed with the Securities and Exchange Commission on November 5, 2002
                                                    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
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

         1791 O.G. Skinner Drive
           West Point, Georgia                                    31833
(Address of principal executive offices)                        (Zip Code)

                     ITC/\DeltaCom, Inc. Stock Incentive Plan
                            (Full title of the plan)

                                Larry F. Williams
                             Chief Executive Officer
                               ITC/\DeltaCom, Inc.
                             1791 O.G. Skinner Drive
                            West Point, Georgia 31833
                     (Name and address of agent for service)

                                 (706) 385-8000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Richard J. Parrino, Esq.
                            Charles E. Sieving, Esq.
                             Hogan & Hartson L.L.P.
                              8300 Greensboro Drive
                                McLean, VA 22102
                                 (703) 610-6200

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================= =============== =================== ==================== ===============
                                                           Proposed maximum     Proposed maximum     Amount of
                                           Amount to be     offering price     aggregate offering   registration
  Title of securities to be registered    registered(1)       per share              price              fee
----------------------------------------- --------------- ------------------- -------------------- ---------------
<S>                                       <C>             <C>                 <C>                  <C>
Common Stock, par value $.01               4,500,000           $6.86(2)        $22,270,000.00(2)     $2,048.84
========================================= =============== =================== ==================== ===============
</TABLE>

<PAGE>

(1)      Pursuant to Rule 416 under the Securities Act of 1933, this
         registration statement covers, in addition to the number of shares of
         common stock shown above, an indeterminate number of shares of common
         stock which, by reason of certain events specified in the
         ITC/\DeltaCom, Inc. Stock Incentive Plan, may become subject to such
         plan.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee. The offering price per share and the aggregate
         offering price are based upon (a) the maximum exercise price of options
         to be granted under the ITC/\DeltaCom, Inc. Stock Incentive Plan (the
         "Plan") at known exercise prices, in accordance with Rule 457(h) under
         the Securities Act of 1933, as amended (the "Securities Act"), and (b)
         the average of the high and low sales prices of the registrant's common
         stock as reported on the NASDAQ National Market on October 30, 2002 for
         all other shares issuable pursuant to the Plan, in accordance with Rule
         457(c) under the Securities Act. The following chart illustrates the
         calculation of the proposed maximum aggregate offering price for
         calculation of the registration fee:

<TABLE>
<CAPTION>
        ===================================================== =================== =================== ============================
                                                                     Number         Offering price     Proposed maximum aggregate
                            Type of shares                          of shares          per share              offering price
        ----------------------------------------------------- ------------------- ------------------- ----------------------------
        <S>                                                   <C>                 <C>                 <C>
        Shares issuable pursuant to options
        with known exercise prices                                2,000,000        $  6.86(2)(a)        $     13,720,000.00
        ----------------------------------------------------- ------------------- ------------------- ----------------------------

        Shares otherwise issuable pursuant to the Plan            2,500,000        $  3.42(2)(b)        $      8,550,000.00
        ----------------------------------------------------- ------------------- ------------------- ----------------------------

        Total proposed maximum aggregate offering price                                                 $     22,270,000.00
        ===================================================== =================== =================== ============================
</TABLE>

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.  Plan Information.*

     Item 2.  Registrant Information and Employee Plan Annual Information.*

     * The documents containing the information specified in Part I will be sent
or given to employees participating in the ITC/\DeltaCom, Inc. Stock Incentive
Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended
(the "Securities Act"). According to the Note to Part I of Form S-8, such
documents will not be filed with the Securities and Exchange Commission (the
"SEC"), either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference pursuant to Item 3 of Part
II of this registration statement, taken together, constitute the prospectus as
required by Section 10(a) 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
"Registrant") with the SEC are hereby incorporated herein by reference:

     (a)  the Registrant's Annual Report on Form 10-K for its fiscal year ended
          December 31, 2001, filed with the SEC on April 1, 2002;

     (b)  the Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
          ended March 31, 2002, filed with the SEC on May 15, 2002;

     (c)  the Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
          ended June 30, 2002, filed with the SEC on August 14, 2002;

     (d)  the Registrant's Amendment to Quarterly Report on Form 10-Q/A for its
          fiscal quarter ended June 30, 2002, filed with the SEC on October 24,
          2002;

     (e)  the Registrant's Current Reports on Form 8-K which were filed with the
          SEC on May 3, 2002, May 15, 2002, May 17, 2002, June 26, 2002, August
          9, 2002, August 28, 2002, September 9, 2002 and November 1, 2002; and

     (f)  the description of the Registrant's common stock contained in its
          Amendment No. 2 on Form 8-A/A, filed with the SEC on October 29, 2002,
          including any amendments or reports the Registrant files for the
          purpose of updating this description.

     All documents and reports subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (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 the filing of such documents or reports.

     In addition, any statement contained in a document incorporated or deemed
to be incorporated by reference into this registration statement shall 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 in any other
subsequently filed

                                       -2-

<PAGE>

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.

     On September 6, 2002, the Registrant appointed BDO Seidman, LLP to replace
Arthur Andersen LLP ("Arthur Andersen") as its independent auditors. The
Registrant's consolidated balance sheets as of December 31, 2001 and 2000, and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years ended December 31, 2001 incorporated by
reference in this registration statement have been audited by Arthur Andersen,
as stated in their report dated February 15, 2002, which is incorporated by
reference herein. After reasonable efforts, the Registrant has been unable to
obtain Arthur Andersen's consent to the incorporation by reference into this
registration statement of Arthur Andersen's report with respect to these
financial statements. Under these circumstances, Rule 437a under the Securities
Act permits the Registrant to file this registration statement without a written
consent from Arthur Andersen. The absence of such consent may limit recovery by
investors on certain claims. In particular, and without limitation, investors
will not be able to assert claims against Arthur Andersen under Section 11 of
the Securities Act for any untrue statements of material fact contained, or any
omissions to state a material fact required to be stated, in those audited
financial statements. In addition, the ability of Arthur Andersen to satisfy any
claims (including claims arising from Arthur Andersen's provision of auditing
and other services to the Registrant) may be limited as a practical matter due
to recent events involving Arthur Andersen.

     Item 4.  Description of Securities.

     Not applicable. (The common stock is registered under Section 12(g) of the
Exchange Act.)

     Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

     Item 6.  Indemnification of Directors and Officers.

     The Registrant is a Delaware corporation subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "DGCL"). Under section 145 of the DGCL, a corporation may
indemnify its directors, officers, employees and agents and its former
directors, officers, 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 DGCL 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
DGCL 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 indemnity for costs the court deems proper in
light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.

     The Registrant's restated certificate of incorporation contains provisions
that provide that no director of the Registrant shall be liable for breach of
fiduciary duty as a director except for: (1) any breach of the directors' duty
of loyalty to the Registrant or its stockholders; (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law; (3) liability under Section 174 of the DGCL; or (4) any transaction from
which the director derived an improper personal benefit. Under the amended and
restated bylaws of the Registrant, the Registrant is required, to the maximum
extent permitted by law, to advance expenses incurred by an officer or director
in defending any such action if the director or officer undertakes to repay such
amount if it is determined that the director or officer is not entitled to
indemnification.

                                       -3-

<PAGE>

     The Registrant has entered into indemnity agreements with various directors
pursuant to which the Registrant has agreed to indemnify the directors as
permitted by the DGCL. The Registrant has obtained directors' and officers'
liability insurance against certain liabilities, including liabilities under the
Securities Act.

     Item 7.  Exemption From Registration Claimed.

     Not applicable.

                                       -4-

<PAGE>

     Item 8.  Exhibits.

      Exhibit No.                Description of Exhibit
      -----------                ----------------------

          4.1           ITC/\DeltaCom, Inc. Stock Incentive Plan.

          4.2           Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                        Nonqualified Stock Option Agreement.

          4.3           Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                        Incentive Stock Option Agreement.

          4.4           Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                        Restricted Stock Agreement.

          4.5           Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Stock
                        Unit Agreement.

          5.1           Opinion of Hogan & Hartson L.L.P. with respect to the
                        legality of the common stock registered hereby.

          23.1          Consent of Hogan & Hartson L.L.P. (contained in its
                        opinion filed as Exhibit 5.1).

          24.1          Power of Attorney (included on the signature page to
                        this registration statement).

     Item 9.  Undertakings.

     (a) The undersigned 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b)if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

             (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
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                                       -5-

<PAGE>

         (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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 of 1933 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 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 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.

                                       -6-

<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 5th day of November,
2002.

                                        ITC/\DELTACOM, INC.

                                        By /s/ Larry F. Williams
                                           ------------------------------------
                                           Larry F. Williams
                                           Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Larry F.
Williams and Douglas A. Shumate, and each of them, 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 as of November 5, 2002 by the following
persons in the capacities indicated.

<TABLE>
<CAPTION>
              Signature                                                  Title
              ---------                                                  -----

<S>                                                     <C>
         /s/  Larry F. Williams
___________________________________                               Chief Executive Officer,
              Larry F. Williams                                    Chairman and Director
                                                               (Principal Executive Officer)


         /s/  Douglas A. Shumate
___________________________________                           Senior Vice President and Chief
              Douglas A. Shumate                          Financial Officer (Principal Financial
                                                         Officer and Principal Accounting Officer)


         /s/  Donald W. Burton
___________________________________                                     Director
              Donald W. Burton


         /s/  John J. Delucca
___________________________________                                     Director
              John J. Delucca

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

              Signature                                                  Title
              ---------                                                  -----
<S>                                                                     <C>
       /s/  Campbell B. Lanier, III
___________________________________                                     Director
            Campbell B. Lanier, III



___________________________________                                     Director
            John R. Myers


       /s/  Robert C. Taylor, Jr.
___________________________________                                     Director
            Robert C. Taylor, Jr.


      /s/   William B. Timmerman
___________________________________                                     Director
            William B. Timmerman
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
   Exhibit No.                        Description of Exhibit
   -----------                        ----------------------
<S>                       <C>
        4.1               ITC/\DeltaCom, Inc. Stock Incentive Plan.

        4.2               Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                          Nonqualified Stock Option Agreement.

        4.3               Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                          Incentive Stock Option Agreement.

        4.4               Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                          Restricted Stock Agreement.

        4.5               Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Stock
                          Unit Agreement.

        5.1               Opinion of Hogan & Hartson L.L.P. with respect to the
                          legality of the common stock registered hereby.

        23.1              Consent of Hogan & Hartson L.L.P. (contained in its
                          opinion filed as Exhibit 5.1).

        24.1              Power of Attorney (included on the signature page to
                          this registration statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24994}]
{"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": "333-101007", "film-number": "02809284"}, "business-address": {"street1": "1791 O G SKINNER DRIVE", "city": "WEST POINT", "state": "GA", "zip": "31833", "phone": "7066453880"}, "mail-address": {"street1": "1791 O G SKINNER DR", "city": "WEST POINT", "state": "GA", "zip": "31833"}}
As filed with the Securities and Exchange Commission on November 5, 2002
                                                    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
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

         1791 O.G. Skinner Drive
           West Point, Georgia                                    31833
(Address of principal executive offices)                        (Zip Code)

                     ITC/\DeltaCom, Inc. Stock Incentive Plan
                            (Full title of the plan)

                                Larry F. Williams
                             Chief Executive Officer
                               ITC/\DeltaCom, Inc.
                             1791 O.G. Skinner Drive
                            West Point, Georgia 31833
                     (Name and address of agent for service)

                                 (706) 385-8000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Richard J. Parrino, Esq.
                            Charles E. Sieving, Esq.
                             Hogan & Hartson L.L.P.
                              8300 Greensboro Drive
                                McLean, VA 22102
                                 (703) 610-6200

                         CALCULATION OF REGISTRATION FEE
========================================= =============== =================== ==================== ===============
                                                           Proposed maximum     Proposed maximum     Amount of
                                           Amount to be     offering price     aggregate offering   registration
  Title of securities to be registered    registered(1)       per share              price              fee
----------------------------------------- --------------- ------------------- -------------------- ---------------
Common Stock, par value $.01               4,500,000           $6.86(2)        $22,270,000.00(2)     $2,048.84
========================================= =============== =================== ==================== ===============
(1)      Pursuant to Rule 416 under the Securities Act of 1933, this
         registration statement covers, in addition to the number of shares of
         common stock shown above, an indeterminate number of shares of common
         stock which, by reason of certain events specified in the
         ITC/\DeltaCom, Inc. Stock Incentive Plan, may become subject to such
         plan.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee. The offering price per share and the aggregate
         offering price are based upon (a) the maximum exercise price of options
         to be granted under the ITC/\DeltaCom, Inc. Stock Incentive Plan (the
         "Plan") at known exercise prices, in accordance with Rule 457(h) under
         the Securities Act of 1933, as amended (the "Securities Act"), and (b)
         the average of the high and low sales prices of the registrant's common
         stock as reported on the NASDAQ National Market on October 30, 2002 for
         all other shares issuable pursuant to the Plan, in accordance with Rule
         457(c) under the Securities Act. The following chart illustrates the
         calculation of the proposed maximum aggregate offering price for
         calculation of the registration fee:
===================================================== =================== =================== ============================
                                                                     Number         Offering price     Proposed maximum aggregate
                            Type of shares                          of shares          per share              offering price
        ----------------------------------------------------- ------------------- ------------------- ----------------------------
Shares issuable pursuant to options
        with known exercise prices                                2,000,000        $  6.86(2)(a)        $     13,720,000.00
        ----------------------------------------------------- ------------------- ------------------- ----------------------------

        Shares otherwise issuable pursuant to the Plan            2,500,000        $  3.42(2)(b)        $      8,550,000.00
        ----------------------------------------------------- ------------------- ------------------- ----------------------------

        Total proposed maximum aggregate offering price                                                 $     22,270,000.00
        ===================================================== =================== =================== ============================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.  Plan Information.*

     Item 2.  Registrant Information and Employee Plan Annual Information.*

     * The documents containing the information specified in Part I will be sent
or given to employees participating in the ITC/\DeltaCom, Inc. Stock Incentive
Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended
(the "Securities Act"). According to the Note to Part I of Form S-8, such
documents will not be filed with the Securities and Exchange Commission (the
"SEC"), either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference pursuant to Item 3 of Part
II of this registration statement, taken together, constitute the prospectus as
required by Section 10(a) 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
"Registrant") with the SEC are hereby incorporated herein by reference:

     (a)  the Registrant's Annual Report on Form 10-K for its fiscal year ended
          December 31, 2001, filed with the SEC on April 1, 2002;

     (b)  the Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
          ended March 31, 2002, filed with the SEC on May 15, 2002;

     (c)  the Registrant's Quarterly Report on Form 10-Q for its fiscal quarter
          ended June 30, 2002, filed with the SEC on August 14, 2002;

     (d)  the Registrant's Amendment to Quarterly Report on Form 10-Q/A for its
          fiscal quarter ended June 30, 2002, filed with the SEC on October 24,
          2002;

     (e)  the Registrant's Current Reports on Form 8-K which were filed with the
          SEC on May 3, 2002, May 15, 2002, May 17, 2002, June 26, 2002, August
          9, 2002, August 28, 2002, September 9, 2002 and November 1, 2002; and

     (f)  the description of the Registrant's common stock contained in its
          Amendment No. 2 on Form 8-A/A, filed with the SEC on October 29, 2002,
          including any amendments or reports the Registrant files for the
          purpose of updating this description.

     All documents and reports subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (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 the filing of such documents or reports.

     In addition, any statement contained in a document incorporated or deemed
to be incorporated by reference into this registration statement shall 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 in any other
subsequently filed

                                       -2-
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.

     On September 6, 2002, the Registrant appointed BDO Seidman, LLP to replace
Arthur Andersen LLP ("Arthur Andersen") as its independent auditors. The
Registrant's consolidated balance sheets as of December 31, 2001 and 2000, and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years ended December 31, 2001 incorporated by
reference in this registration statement have been audited by Arthur Andersen,
as stated in their report dated February 15, 2002, which is incorporated by
reference herein. After reasonable efforts, the Registrant has been unable to
obtain Arthur Andersen's consent to the incorporation by reference into this
registration statement of Arthur Andersen's report with respect to these
financial statements. Under these circumstances, Rule 437a under the Securities
Act permits the Registrant to file this registration statement without a written
consent from Arthur Andersen. The absence of such consent may limit recovery by
investors on certain claims. In particular, and without limitation, investors
will not be able to assert claims against Arthur Andersen under Section 11 of
the Securities Act for any untrue statements of material fact contained, or any
omissions to state a material fact required to be stated, in those audited
financial statements. In addition, the ability of Arthur Andersen to satisfy any
claims (including claims arising from Arthur Andersen's provision of auditing
and other services to the Registrant) may be limited as a practical matter due
to recent events involving Arthur Andersen.

     Item 4.  Description of Securities.

     Not applicable. (The common stock is registered under Section 12(g) of the
Exchange Act.)

     Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

     Item 6.  Indemnification of Directors and Officers.

     The Registrant is a Delaware corporation subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "DGCL"). Under section 145 of the DGCL, a corporation may
indemnify its directors, officers, employees and agents and its former
directors, officers, 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 DGCL 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
DGCL 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 indemnity for costs the court deems proper in
light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.

     The Registrant's restated certificate of incorporation contains provisions
that provide that no director of the Registrant shall be liable for breach of
fiduciary duty as a director except for: (1) any breach of the directors' duty
of loyalty to the Registrant or its stockholders; (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law; (3) liability under Section 174 of the DGCL; or (4) any transaction from
which the director derived an improper personal benefit. Under the amended and
restated bylaws of the Registrant, the Registrant is required, to the maximum
extent permitted by law, to advance expenses incurred by an officer or director
in defending any such action if the director or officer undertakes to repay such
amount if it is determined that the director or officer is not entitled to
indemnification.

                                       -3-
The Registrant has entered into indemnity agreements with various directors
pursuant to which the Registrant has agreed to indemnify the directors as
permitted by the DGCL. The Registrant has obtained directors' and officers'
liability insurance against certain liabilities, including liabilities under the
Securities Act.

     Item 7.  Exemption From Registration Claimed.

     Not applicable.

                                       -4-
Item 8.  Exhibits.

      Exhibit No.                Description of Exhibit
      -----------                ----------------------

          4.1           ITC/\DeltaCom, Inc. Stock Incentive Plan.

          4.2           Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                        Nonqualified Stock Option Agreement.

          4.3           Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                        Incentive Stock Option Agreement.

          4.4           Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                        Restricted Stock Agreement.

          4.5           Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Stock
                        Unit Agreement.

          5.1           Opinion of Hogan & Hartson L.L.P. with respect to the
                        legality of the common stock registered hereby.

          23.1          Consent of Hogan & Hartson L.L.P. (contained in its
                        opinion filed as Exhibit 5.1).

          24.1          Power of Attorney (included on the signature page to
                        this registration statement).

     Item 9.  Undertakings.

     (a) The undersigned 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b)if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

             (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
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                                       -5-
(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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 of 1933 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 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 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.

                                       -6-
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 5th day of November,
2002.

                                        ITC/\DELTACOM, INC.

                                        By /s/ Larry F. Williams
                                           ------------------------------------
                                           Larry F. Williams
                                           Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Larry F.
Williams and Douglas A. Shumate, and each of them, 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 as of November 5, 2002 by the following
persons in the capacities indicated.
Signature                                                  Title
              ---------                                                  -----
/s/  Larry F. Williams
___________________________________                               Chief Executive Officer,
              Larry F. Williams                                    Chairman and Director
                                                               (Principal Executive Officer)

         /s/  Douglas A. Shumate
___________________________________                           Senior Vice President and Chief
              Douglas A. Shumate                          Financial Officer (Principal Financial
                                                         Officer and Principal Accounting Officer)

         /s/  Donald W. Burton
___________________________________                                     Director
              Donald W. Burton

         /s/  John J. Delucca
___________________________________                                     Director
              John J. Delucca
Signature                                                  Title
              ---------                                                  -----
/s/  Campbell B. Lanier, III
___________________________________                                     Director
            Campbell B. Lanier, III

___________________________________                                     Director
            John R. Myers

       /s/  Robert C. Taylor, Jr.
___________________________________                                     Director
            Robert C. Taylor, Jr.

      /s/   William B. Timmerman
___________________________________                                     Director
            William B. Timmerman
EXHIBIT INDEX
Exhibit No.                        Description of Exhibit
   -----------                        ----------------------
4.1               ITC/\DeltaCom, Inc. Stock Incentive Plan.

        4.2               Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                          Nonqualified Stock Option Agreement.

        4.3               Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                          Incentive Stock Option Agreement.

        4.4               Form of ITC/\DeltaCom, Inc. Stock Incentive Plan
                          Restricted Stock Agreement.

        4.5               Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Stock
                          Unit Agreement.

        5.1               Opinion of Hogan & Hartson L.L.P. with respect to the
                          legality of the common stock registered hereby.

        23.1              Consent of Hogan & Hartson L.L.P. (contained in its
                          opinion filed as Exhibit 5.1).

        24.1              Power of Attorney (included on the signature page to
                          this registration statement).