<PAGE>

   As filed with the Securities and Exchange Commission on October 31, 2000
                                                    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. 1997 Stock Option Plan
           ITC/\DeltaCom, Inc. Employee Profit Sharing & 401(k) Plan
                           (Full title of the plans)

                               Andrew M. Walker
                            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 22101
                                (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                983,761(2)       $9.034(3)(a)     $8,887,297(3)(a)      $2,347
                                          1,016,239(2)       $7.32(3)(b)      $7,438,870(3)(b)      $1,964
--------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01                250,000(4)       $7.32(5)         $1,830,000(5)         $  484
==============================================================================================================
</TABLE>

(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 each plan, may become subject to such plans.
(2)  Represents shares of common stock issuable pursuant to the ITC/\DeltaCom,
     Inc. 1997 Stock Option Plan. Pursuant to Rule 429 under the Securities Act,
     4,172,888 shares of common stock are being carried forward from
     registration statement no. 333-42785 and 3,000,000 shares of common stock
     are being carried forward from registration statement no. 333-85627. Filing
     fees of $5,813.45 associated with 4,172,888 shares were previously paid in
     connection with the filing of registration statement no. 333-42785 and
     filing fees of $20,745.75 associated with 3,000,000 shares were previously
     paid in connection with the filing of registration statement no. 333-85627.
(3)  Estimated pursuant to Rule 457(h)(1) under the Securities Act solely for
     purposes of calculating the registration fee, based on (a) the weighted
     average option exercise price of $9.034 per share for the 983,761 shares of
     common stock issuable upon exercise of options currently outstanding under
     the ITC/\DeltaCom, Inc. 1997 Stock Option Plan and (b) with respect to the
     other 1,016,239 shares being registered for issuance under such plan, the
     average of the high and low prices per share of the common stock on October
     26, 2000, as reported by the Nasdaq National Market.
(4)  Represents shares of common stock issuable pursuant to the ITC/\DeltaCom,
     Inc. Employee Profit Sharing & 401(k) Plan. Pursuant to Rule 429 under the
     Securities Act, 30,303 shares of common stock are being carried forward
     from registration statement no. 333-62773. Filing fees of $290.00
     associated with such shares were previously paid in connection with the
     filing of such registration statement.
(5)  Estimated pursuant to Rule 457(h)(1) under the Securities Act solely
     for purposes of calculating the amount of the registration fee, based on
     the average of the high and low prices per share of the common stock on
     October 26, 2000, as reported by the Nasdaq National Market.
<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. 1997
     Stock Option Plan or the ITC/\DeltaCom, Inc. Employee Profit Sharing &
     401(k) 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
"Company" or 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, 1999, filed with the SEC on March 30, 2000, including the
          information incorporated by reference in the Form 10-K from the
          Registrant's definitive proxy statement for its 2000 annual meeting of
          stockholders, filed with the SEC on April 18, 2000;

     (b)  the Registrant's quarterly report on Form 10-Q for its fiscal quarter
          ended March 31, 1999, filed with the SEC on May 15, 2000, and the
          Registrant's quarterly report on Form 10-Q for its fiscal quarter
          ended June 30, 2000, filed with the SEC on August 14, 2000;

     (c)  the Registrant's current reports on Form 8-K which were filed with the
          SEC on March 1, 2000, March 9, 2000 and October 3, 2000; and

     (d)  the description of the Registrant's common stock contained in its
          registration statement on Form 8-A which was filed with the SEC on
          October 22, 1997 and amended on June 27, 2000, 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 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.

                                      -2-
<PAGE>
     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.

     ITC/\DeltaCom 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.

     ITC/\DeltaCom's restated certificate of incorporation contains provisions
that provide that no director of ITC/\DeltaCom shall be liable for breach of
fiduciary duty as a director except for: (1) any breach of the directors' duty
of loyalty to ITC/\DeltaCom 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 ITC/\DeltaCom, ITC/\DeltaCom is required 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.

     ITC/\DeltaCom has entered into indemnity agreements with some of its
directors pursuant to which ITC/\DeltaCom has agreed to indemnify the directors
as permitted by the DGCL. ITC/\DeltaCom 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.

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

         *4.1            ITC/\DeltaCom, Inc. 1997 Stock Option Plan (Amended and
                         Restated).

          4.2.1          ITC/\DeltaCom, Inc. Employee Profit Sharing & 401(k)
                         Plan. Filed as Exhibit 4.3 to the Company's
                         Registration Statement on Form S-8 (File No. 333-62773)
                         and incorporated herein by reference.

         *4.2.2          Amendment No. 1 to ITC/\DeltaCom, Inc. Employee Profit
                         Sharing & 401(k) Plan.

                                      -3-
<PAGE>

         *4.2.3          Amendment No. 2 to ITC/\DeltaCom, Inc. Employee Profit
                         Sharing & 401(k) Plan.

          4.3            Form of stock certificate for the common stock. Filed
                         as Exhibit 4.1 to Amendment No. 3 to the Company's
                         Registration Statement on Form S-1 (File No. 333-36683)
                         and incorporated herein by reference.

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

         *23.1           Consent of Arthur Andersen LLP, Independent Public
                         Accountants.

         *23.2           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).

         _________________

         *  Filed herewith.


          The Registrant has received a determination letter from the Internal
Revenue Service stating that the ITC/\DeltaCom, Inc. Employee Profit Sharing &
401(k) Plan (the "401(k) Plan") is qualified under Section 401 of the Internal
Revenue Code of 1986, as amended. The Registrant will submit any amendments to
the 401(k) Plan to the Internal Revenue Service in a timely manner and will make
all changes required by the Internal Revenue Service in order to continue the
qualification of the 401(k) Plan.

     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 of 1933 (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 Securities Exchange Act of 1934, 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.

                                      -4-
<PAGE>

     (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 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 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -5-
<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 31st day of October,
2000.


                                   ITC/\DELTACOM, INC.


                                   By /s/ Andrew M. Walker
                                     ----------------------------
                                     Andrew M. Walker
                                     Vice Chairman and 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 31st day of October, 2000.

          Signature                           Title
          ---------                           -----

/s/ Campbell B. Lanier              Chairman, Director
--------------------------
Campbell B. Lanier, III
                                    Vice Chairman, Chief Executive Officer and
                                    Director (Principal Executive Officer)
/s/ Andrew M. Walker
--------------------------
Andrew M. Walker

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



 /s/ James H. Black, Jr.            Director
--------------------------
James H. Black, Jr.



/s/ Donald W. Burton                Director
--------------------------
Donald W. Burton
<PAGE>

/s/ Malcolm C. Davenport                                         Director
--------------------------------
Malcolm C. Davenport

/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

/s/ James V. Martin                                              Director
--------------------------------
James V. Martin



<PAGE>

                                 EXHIBIT INDEX



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

*4.1           ITC/\DeltaCom, Inc. 1997 Stock Option
               Plan (Amended and Restated).

 4.2.1         ITC/\DeltaCom, Inc. Employee Profit Sharing &
               401(k) Plan. Filed as Exhibit 4.3 to the Company's
               Registration Statement on Form S-8 (Filed No.
               333-62773) and incorporated herein by
               reference.

*4.2.2         Amendment No. 1 to ITC/\DeltaCom, Inc. Employee
               Profit Sharing & 401(k) Plan.

*4.2.3         Amendment No. 2 to ITC/\DeltaCom, Inc. Employee
               Profit Sharing & 401(k) Plan.


 4.3           Form of stock certificate for the common stock.
               Filed as Exhibit 4.1 to Amendment No. 3 to the
               Company's Registration Statement on Form S-1
               (File No. 333-36683) and incorporated herein by
               reference.

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

*23.1          Consent of Arthur Andersen LLP, Independent Public
               Accountants.

*23.2          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).

_____________________

* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 24125}]
{"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": "333-49034", "film-number": "750427"}, "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 October 31, 2000
                                                    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. 1997 Stock Option Plan
           ITC/\DeltaCom, Inc. Employee Profit Sharing & 401(k) Plan
                           (Full title of the plans)

                               Andrew M. Walker
                            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 22101
                                (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                983,761(2)       $9.034(3)(a)     $8,887,297(3)(a)      $2,347
                                          1,016,239(2)       $7.32(3)(b)      $7,438,870(3)(b)      $1,964
--------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01                250,000(4)       $7.32(5)         $1,830,000(5)         $  484
==============================================================================================================
(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 each plan, may become subject to such plans.
(2)  Represents shares of common stock issuable pursuant to the ITC/\DeltaCom,
     Inc. 1997 Stock Option Plan. Pursuant to Rule 429 under the Securities Act,
     4,172,888 shares of common stock are being carried forward from
     registration statement no. 333-42785 and 3,000,000 shares of common stock
     are being carried forward from registration statement no. 333-85627. Filing
     fees of $5,813.45 associated with 4,172,888 shares were previously paid in
     connection with the filing of registration statement no. 333-42785 and
     filing fees of $20,745.75 associated with 3,000,000 shares were previously
     paid in connection with the filing of registration statement no. 333-85627.
(3)  Estimated pursuant to Rule 457(h)(1) under the Securities Act solely for
     purposes of calculating the registration fee, based on (a) the weighted
     average option exercise price of $9.034 per share for the 983,761 shares of
     common stock issuable upon exercise of options currently outstanding under
     the ITC/\DeltaCom, Inc. 1997 Stock Option Plan and (b) with respect to the
     other 1,016,239 shares being registered for issuance under such plan, the
     average of the high and low prices per share of the common stock on October
     26, 2000, as reported by the Nasdaq National Market.
(4)  Represents shares of common stock issuable pursuant to the ITC/\DeltaCom,
     Inc. Employee Profit Sharing & 401(k) Plan. Pursuant to Rule 429 under the
     Securities Act, 30,303 shares of common stock are being carried forward
     from registration statement no. 333-62773. Filing fees of $290.00
     associated with such shares were previously paid in connection with the
     filing of such registration statement.
(5)  Estimated pursuant to Rule 457(h)(1) under the Securities Act solely
     for purposes of calculating the amount of the registration fee, based on
     the average of the high and low prices per share of the common stock on
     October 26, 2000, as reported by the Nasdaq National Market.
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. 1997
     Stock Option Plan or the ITC/\DeltaCom, Inc. Employee Profit Sharing &
     401(k) 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
"Company" or 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, 1999, filed with the SEC on March 30, 2000, including the
          information incorporated by reference in the Form 10-K from the
          Registrant's definitive proxy statement for its 2000 annual meeting of
          stockholders, filed with the SEC on April 18, 2000;

     (b)  the Registrant's quarterly report on Form 10-Q for its fiscal quarter
          ended March 31, 1999, filed with the SEC on May 15, 2000, and the
          Registrant's quarterly report on Form 10-Q for its fiscal quarter
          ended June 30, 2000, filed with the SEC on August 14, 2000;

     (c)  the Registrant's current reports on Form 8-K which were filed with the
          SEC on March 1, 2000, March 9, 2000 and October 3, 2000; and

     (d)  the description of the Registrant's common stock contained in its
          registration statement on Form 8-A which was filed with the SEC on
          October 22, 1997 and amended on June 27, 2000, 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 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.

                                      -2-
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.

     ITC/\DeltaCom 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.

     ITC/\DeltaCom's restated certificate of incorporation contains provisions
that provide that no director of ITC/\DeltaCom shall be liable for breach of
fiduciary duty as a director except for: (1) any breach of the directors' duty
of loyalty to ITC/\DeltaCom 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 ITC/\DeltaCom, ITC/\DeltaCom is required 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.

     ITC/\DeltaCom has entered into indemnity agreements with some of its
directors pursuant to which ITC/\DeltaCom has agreed to indemnify the directors
as permitted by the DGCL. ITC/\DeltaCom 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.

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

         *4.1            ITC/\DeltaCom, Inc. 1997 Stock Option Plan (Amended and
                         Restated).

          4.2.1          ITC/\DeltaCom, Inc. Employee Profit Sharing & 401(k)
                         Plan. Filed as Exhibit 4.3 to the Company's
                         Registration Statement on Form S-8 (File No. 333-62773)
                         and incorporated herein by reference.

         *4.2.2          Amendment No. 1 to ITC/\DeltaCom, Inc. Employee Profit
                         Sharing & 401(k) Plan.

                                      -3-
*4.2.3          Amendment No. 2 to ITC/\DeltaCom, Inc. Employee Profit
                         Sharing & 401(k) Plan.

          4.3            Form of stock certificate for the common stock. Filed
                         as Exhibit 4.1 to Amendment No. 3 to the Company's
                         Registration Statement on Form S-1 (File No. 333-36683)
                         and incorporated herein by reference.

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

         *23.1           Consent of Arthur Andersen LLP, Independent Public
                         Accountants.

         *23.2           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).

         _________________

         *  Filed herewith.

          The Registrant has received a determination letter from the Internal
Revenue Service stating that the ITC/\DeltaCom, Inc. Employee Profit Sharing &
401(k) Plan (the "401(k) Plan") is qualified under Section 401 of the Internal
Revenue Code of 1986, as amended. The Registrant will submit any amendments to
the 401(k) Plan to the Internal Revenue Service in a timely manner and will make
all changes required by the Internal Revenue Service in order to continue the
qualification of the 401(k) Plan.

     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 of 1933 (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 Securities Exchange Act of 1934, 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.

                                      -4-
(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 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 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -5-
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 31st day of October,
2000.

                                   ITC/\DELTACOM, INC.

                                   By /s/ Andrew M. Walker
                                     ----------------------------
                                     Andrew M. Walker
                                     Vice Chairman and 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 31st day of October, 2000.

          Signature                           Title
          ---------                           -----

/s/ Campbell B. Lanier              Chairman, Director
--------------------------
Campbell B. Lanier, III
                                    Vice Chairman, Chief Executive Officer and
                                    Director (Principal Executive Officer)
/s/ Andrew M. Walker
--------------------------
Andrew M. Walker

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

 /s/ James H. Black, Jr.            Director
--------------------------
James H. Black, Jr.

/s/ Donald W. Burton                Director
--------------------------
Donald W. Burton
/s/ Malcolm C. Davenport                                         Director
--------------------------------
Malcolm C. Davenport

/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

/s/ James V. Martin                                              Director
--------------------------------
James V. Martin
EXHIBIT INDEX

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

*4.1           ITC/\DeltaCom, Inc. 1997 Stock Option
               Plan (Amended and Restated).

 4.2.1         ITC/\DeltaCom, Inc. Employee Profit Sharing &
               401(k) Plan. Filed as Exhibit 4.3 to the Company's
               Registration Statement on Form S-8 (Filed No.
               333-62773) and incorporated herein by
               reference.

*4.2.2         Amendment No. 1 to ITC/\DeltaCom, Inc. Employee
               Profit Sharing & 401(k) Plan.

*4.2.3         Amendment No. 2 to ITC/\DeltaCom, Inc. Employee
               Profit Sharing & 401(k) Plan.

 4.3           Form of stock certificate for the common stock.
               Filed as Exhibit 4.1 to Amendment No. 3 to the
               Company's Registration Statement on Form S-1
               (File No. 333-36683) and incorporated herein by
               reference.

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

*23.1          Consent of Arthur Andersen LLP, Independent Public
               Accountants.

*23.2          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).

_____________________

* Filed herewith.