TELSCAPE INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>11
<FILENAME>0011.txt
<TEXT>



                AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

     This  Amendment No. 1 to Registration Rights Agreement (the "Amendment") is
made  and  entered  into  as  of the ____ day of November, 2000, by and Telscape
International,  a Texas corporation (the "Company"), and the Purchasers (as such
term  is defined in that certain Registration Rights Agreement, dated as of June
2, 2000, by and between the Company and the Purchasers (the "Registration Rights
Agreement").

     WHEREAS,  the  Company  and  the  Purchasers  entered into the Registration
Rights  Agreement;  and

     WHEREAS,  the  Company  and  the  Purchasers wish to amend the terms of the
Registration  Rights  Agreement  as  described  herein;

     NOW,  THEREFORE,  in  consideration  of  the  mutual promises, benefits and
covenants  herein  contained,  the  Company  and  the Purchasers hereby agree as
follows:

     1.     Unless  otherwise  defined,  all capitalized terms used herein shall
have  the  meaning  ascribed  to them in the Registration Rights Agreement.  All
references  to  Section  herein  shall be to Sections of the Registration Rights
Agreement.

     2.     The  first  sentence  of Section 2.1(a) shall be amended read in its
entirety  as  follows:

     (a)     Subject to the provisions set forth in Article 7, the Company shall
file,  on or before the date that is 90 days following the first issuance of the
Company's  Class  G Senior Preferred Stock, par value $0.001 per share, with the
Commission  a registration statement under the Securities Act on Form S-3 or any
appropriate  form  (or  any  successor  form)  pursuant  to  Rule  415 under the
Securities  Act.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1as
of  the  date  first  above  written.


                              TELSCAPE  INTERNATIONAL,  INC.


                              By: _________________________________
                              Name: _______________________________
                              Title: ______________________________


                              PURCHASERS:


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                              TSG  CAPITAL  FUND  III,  L.P.

                              By:  TSG  ASSOCIATES  III,  L.L.C.


                              By: _________________________________
                                  Darryl  B.  Thompson
                                  Executive  Vice  President


                              OPPORTUNITY CAPITAL PARTNERS  II, L.P.


                              By: _________________________________
                              Name: _______________________________
                              Title: ______________________________


                              OPPORTUNITY CAPITAL  PARTNERS III, L.P.


                              By: _________________________________
                              Name: _______________________________
                              Title: ______________________________


<PAGE>
</TEXT>
</DOCUMENT>
