_________________________________________________            
                ____________________
                          
                    UNITED STATES
         SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C. 20549
                      Form 10-Q
                          
                          
   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934
        For the Quarter ended March 31, 1996
        
                         OR
        
   [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934
        
           Commission File Number 0-19551
                          
                          
        
             Atlantic Tele-Network, Inc.
      (exact name of issuer as specified in its charter)
        
        Delaware                              47-072886
        (State or other jurisdiction of       (I.R.S. Employer
        incorporation or organization)        Identification Number)
        
                    Chase Financial Center
                         P.O. Box 1730
             St. Croix, U.S. Virgin Islands 00821
                        (809) 777-8000
        
                          
        
        Indicate by check mark whether the
        registrant (1) has filed all reports
        required to be filed by Section 13 or 15(d)
        of the Securities Exchange Act of 1934
        during the preceding 12 months (or for such
        shorter period that the registrant was
        required to file such reports), and (2) has
        been subject to such filing requirements
        for the past 90 days.  Yes     X      No
        
        As of  March 31, 1996, the registrant had
        outstanding 12,272,500 shares of its common
        stock ($.01 par value).
        ___________________________________________
        
        
        

<PAGE>        
        
  
<TABLE>                                                 
  ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES                    
  
  CONSOLIDATED CONDENSED BALANCE SHEETS                        
  (Columnar Amounts in Thousands)                              
  <CAPTION>                                                           
                                                               
                                                   December 31,   March 31,
                                                       1995         1996        
                                                                 (Unaudited)
  <S>                                              <C>          <C>
  ASSETS
  Current assets:                                                   
    Cash                                              $18,822     $25,073
    Accounts receivable, net                           63,353      57,044
    Materials and supplies                              8,656       8,753
    Prepayments and other current assets                5,781       7,662
            Total current assets                       96,612      98,532
                                                                         
  Fixed assets:                                                          
    Property, plant and equipment                     286,856     297,594
    Less accumulated depreciation                   (101,729)   (105,427)
    Franchise rights and cost in excess of                               
  underlying book value, less
     accumulated amortization of $9,769,000 and        41,533      41,182
  $10,120,000
             Net fixed assets                         226,660     233,349
                                                                         
  Property costs recoverable from future revenues      20,000      21,469
  Uncollected authorized rate increases                 4,339       3,937
  Other assets                                         16,263      16,926
                                                     $363,874    $374,213
                                                                         
  LIABILITIES AND STOCKHOLDERS' EQUITY                          
                                                                         
  Current liabilities:                                                   
    Notes payable                                       6,969      10,944
    Accounts payable                                   19,568      22,694
    Accrued taxes                                       6,177       9,556
    Advance payments and deposits                       2,719       2,682
    Other current liabilities                           8,815      11,629
    Current portion of long-term debt                  17,872      13,643
             Total current liabilities                 62,120      71,148
                                                                         
  Deferred income taxes and tax credits                28,188      27,927
  Long-term debt, excluding current portion           120,297     118,339
  Pension and other long-term liabilities               9,457       9,209
  Minority interest                                    12,856      13,448
  Contingencies and commitments (Note C)                                 
                                                                         
  Stockholders' equity:                                                  
    Preferred stock, par value $.01 per share;          -           -
  10,000,000 shares authorized;
      none issued and outstanding                                   
    Common stock, par value $.01 per share;                              
  20,000,000 shares authorized;
      12,272,500 shares issued and outstanding            123         123
    Paid-in capital                                    81,852      81,852
    Retained earnings                                  48,981      52,167
             Total stockholders' equity               130,956     134,142
                                                           
                                                     $363,874    $374,213
</TABLE>
        
 See notes to consolidated condensed financial statements.            
 
  
                                     2
                                                                         

<PAGE>

<TABLE>                                               
  ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES                         
  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS                 
  (Columnar Amounts in Thousands, Except Per Share Data)                    
<CAPTION>
                                                            Unaudited          
                                                           Three Months
                                                              Ended
                                                            March 31,
                                                          1995      1996
<S>                                                    <C>        <C> 
  Telephone Operations:                                                   
    Revenues:                                                             
      Local exchange service                             $6,132     $6,311
      Access charges                                      3,532      3,364
      International long-distance revenues               23,262     35,241
      Universal Service Fund                              3,087      2,802
      Billing and other revenues                          1,101      1,029
      Directory advertising                                 712        649
             Total revenues                              37,826     49,396
                                                                          
    Expenses:                                                             
      Plant specific operations                           3,199      3,717
      Plant nonspecific operations                        5,173      4,923
      Customer operations                                 1,450      1,594
      Corporate operations                                3,224      2,921
      International long-distance expenses               12,215     22,305
      Taxes other than income                               770        916
             Total expenses                              26,031     36,376
             Income from telephone operations            11,795     13,020
                                                                          
  Other Operations:                                                       
    Revenues:                                                             
      Cellular services                                   1,204      1,638
      Product sales and rentals                           1,149      1,286
             Total revenues                               2,353      2,924
    Expenses of other operations                          1,757      2,074
             Income from other operations                   596        850
                                                                          
  Non-operating Revenues and Expenses:                                    
    Interest expense                                    (3,213)    (2,868)
    Interest income                                         206        142
    Other revenues and expenses                         (2,356)    (4,442)
             Non-operating revenues and expenses, net   (5,363)    (7,168)
                                                                          
  Income before income taxes and minority interest        7,028      6,702
  Income taxes                                            2,885      2,924
  Income before minority interest                         4,143      3,778
                                                                          
  Minority interest                                       (457)      (592)
                                                                          
                                                 
  Net Income                                             $3,686     $3,186
                                                                          
  Net income per share                                     $.30       $.26  
                                                                        
  Weighted average shares outstanding                    12,273     12,273

</TABLE>
                                                                       
  See notes to consolidated condensed financial statements.                     
  

                                      3

<PAGE>


<TABLE>
  ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES                                
                                                                     
  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS      
  (Columnar Amounts in Thousands)               
<CAPTION   
                                                        (Unaudited)
                                                        Three Months
                                                       Ended March 31,
                                                       1995       1996
<S>                                                <C>       <C>    
 Net cash flows provided by operating activities     $5,509    $20,670
                                                                       
  Cash flows from investing activities:                                
    Capital expenditures                             (3,037)    (12,207)
             Net cash used in investing activities   (3,037)    (12,207)
                                                                       
  Cash flows from financing activities:                                
    Repayment of long-term debt                      (3,083)    (6,187)
    Net borrowings (repayments) on notes                 895      3,975
  Net cash flows prov. (used) by fin. activities     (2,188)    (2,212)
  
                                                                       
  Net increase in cash                                   284      6,251
                                                                       
  Cash, Beginning of Period                           17,515     18,822
                                                                       
  Cash, End of Period                                $17,799    $25,073
                                                                       
  Supplemental cash flow information:                                  
    Interest paid                                     $3,258     $2,796
                                                                       
    Income taxes paid                                   $464       $416
                                                                       
    Depreciation and Amortization Expense             $4,739     $4,525
                                                                       
                                                                       
</TABLE>
                                                                       
  See notes to consolidated condensed financial statements. 
                                         4

<PAGE>
                       
            Atlantic Tele-Network, Inc.and Subsidiaries

                 Notes to the Consolidated Condensed 
                       Financial Statements
              Three Months Ended March 31, 1995 and 1996
                    (Columnar amounts in Thousands)

     

     A.   GENERAL
     
     SIGNIFICANT ACCOUNTING POLICIES
     
     The  consolidated  balance  sheet  of Atlantic  Tele-Network,  Inc.  and
     subsidiaries  (the "Company") at December 31, 1995 has been  taken  from
     audited  financial  statements  at that date.   All  other  consolidated
     condensed  financial statements contained herein have been  prepared  by
     the  Company  and  are unaudited.  The consolidated condensed  financial
     statements should be read in conjunction with the consolidated financial
     statements and the notes thereto included in the Company's Annual Report
     on Form 10-K for the year ended December 31, 1995.
     
     The   unaudited  interim  consolidated  condensed  financial  statements
     furnished herein reflect all adjustments,  which are, in the opinion  of
     management,  necessary to fairly present the financial results  for  the
     interim  periods presented.  The results for the three ended  March  31,
     1995  and  1996 are not necessarily indicative of the operating  results
     for the full year not yet completed.
     
     B.   PROPERTY COSTS RECOVERABLE FROM FUTURE REVENUES
     
     On  September  15,  1995, Hurricane Marilyn struck  the  Virgin  Islands
     causing  extensive  damage to the outside telephone  plant  of  Vitelco.
     None of the damage was covered by insurance.  Vitelco's estimate of  the
     historical  cost  of  the facilities damaged or destroyed  by  Hurricane
     Marilyn   is  approximately  $27  million  with  associated  accumulated
     depreciation of approximately $9 million.  These costs have been removed
     from  the  property  accounts and along with certain excess  maintenance
     costs  and  costs of removal which are estimated at $3.5 million  as  of
     March  31, 1996 have been classified as property costs recoverable  from
     future  revenues because the Company anticipates that future revenue  in
     an  amount  at  least  equal to the capitalized cost  will  result  from
     inclusion  of  these costs in allowable costs for rate making  purposes.
     Due  to  uncertainties  in  this estimation process,  it  is  reasonably
     possible that estimated costs of damaged or destroyed property  as  well
     as  excess maintenance costs and costs of removal will be revised in the
     near   term.   The  Company  has  received  approval  from  the  Federal
     Communications  Commission to include the interstate  portion  of  these
     costs  in  its  rate  base and amortize them over a  five  year  period.
     However,  the  treatment  by  the Public  Services  Commission  for  the
     intrastate  telecommunications plant has not  yet  been  determined.  In
     order  to minimize the intrastate rate increases which might be required
     to  enable  Vitelco  to  recover these costs, on May  6,  1996,  Vitelco
     applied  to the Industrial Development Commission of the Virgin  Islands
     for  a 5-year exemption from 90% of Virgin Islands income taxes and 100%
     of  Virgin  Islands  gross  receipts  and  certain  other  taxes.   This
     application  is  still  pending,  and its  ultimate  outcome  cannot  be
     determined by management at this time.
        

                                         5

<PAGE>

               Atlantic Tele-Network, Inc. and Subsidiaries

                    Notes to the Consolidated Condensed 
                          Financial Statements
                Three Months Ended March 31, 1995 and 1996               
                      (Columnar Amounts in Thousands)         

         
     C.   CONTINGENCIES AND COMMITMENTS
     
     The  Company  presently has no insurance coverage for its outside  plant
     for damages caused by wind storms. The Company is exploring alternatives
     to  enable it to insure this risk in whole or in part, but believes that
     such  insurance  for  outside  plant  is  currently  not  available   at
     reasonable rates.
     
     On  October  11,  1995, the Guyana Public Utilities  Commission  ("PUC")
     issued  an  order  that  rejected the request of  GT&T  for  substantial
     increases  in  all  telephone rates and temporarily  reduced  rates  for
     outbound  long-distance calls to 87 countries.  The order reduces  these
     rates  by  10%, and during off-peak hours, by an additional 50%  of  the
     reduced  rate.  In most cases, the existing rates are already less  than
     GT&T's payment obligations to foreign carriers.  The rate reduction  was
     implemented  by GT&T effective October 22, 1995.  The order  also  calls
     for  GT&T  to deposit 15% of gross revenues into an escrow account  that
     would be earmarked for capital expenditures for a new telecommunications
     expansion  plan  in Guyana to be developed by the PUC.  The  Company  is
     unable  to determine whether the escrow payments will be a pretax charge
     to  GT&T's income or an increase in GT&T's rate base.  GT&T has filed an
     appeal  from the PUC order to the High Court in Guyana.  On December  1,
     1995,  the High Court issued an order which effectively provides a  stay
     on  the  requirement of depositing 15% of gross revenues into the escrow
     account.   This  matter  is  still pending before  the  courts  and  its
     ultimate outcome cannot be determined by management at this time.
     
     Upon  the  acquisition  of GT&T in January 1991, GT&T  entered  into  an
     agreement  with the government of Guyana to expand significantly  GT&T's
     existing  facilities and telecommunications operations  and  to  improve
     service  within a three-year period pursuant to an expansion and service
     improvement plan (the Plan).  At GT&T's request and with the consent  of
     the  government of Guyana, the Plan was modified in certain respects and
     the  date  for completion of the Plan was extended first to  August  28,
     1994  and  then to February 28, 1995.  The government of Guyana  has  to
     date  not  accepted a request made by the Company and GT&T  in  December
     1994  to  modify certain other aspects of the Plan.  The government  has
     referred to the PUC the failure of GT&T to complete the Plan by February
     28,  1995.   However,  hearings  on this  subject  before  the  PUC  are
     currently stayed pending GT&T's appeal from the PUC's October  11,  1995
     order  discussed above. Failure to timely fulfill the terms of the  Plan
     could  result  in  monetary penalties, cancellation of the  License,  or
     other  action by the PUC or the government which could have  a  material
     adverse affect on the Company's business and prospects.
     

                                        6     

<PAGE>

               Atlantic Tele-Network, Inc. and Subsidiaries
             
                     Notes to Consolidated Condensed 
                           Financial Statements                     
                 Three Months Ended March 31, 1995 and 1996            
                       (Columnar Amounts in Thousands)     



     D.   LITIGATION SETTLEMENT
     
     On  February  7,  1996,  the  two principal  shareholders  and  Co-Chief
     Executive  Officers  of  the Company entered into  a  Global  Settlement
     Agreement and Release pursuant to which they agreed to settle  all  then
     pending  litigation between them concerning the management  of  ATN  and
     related  matters.   As  part of the settlement, the  Company  agreed  to
     indemnify   the   officers  over  a  period  of  time  for   a   portion
     (approximately  $2,800,000 in the aggregate) of the  fees  and  expenses
     incurred  by them in connection with the management dispute and  related
     litigation.   The   company   has  accrued   $2.8   million   for   this
     indemnification obligation in the first quarter of 1996.   In  addition,
     and  as  contemplated by the settlement, the Board of Directors  of  the
     Company   has   determined  to  explore  possible  means  of   enhancing
     stockholder  value  for ATN, including a possible  business  combination
     involving ATN.
     
     




                                           7

<PAGE>

               Atlantic Tele-Network, Inc. and Subsidiaries

               Management Discussion and Analysis of Financial 
                   Conditions and Results of Operations
     


     Introduction
     
     The Company's revenues and income from continuing operations are derived
     principally  from the operations of its telephone subsidiaries,  Vitelco
     and  GT&T. Vitelco derives most of its revenues from local telephone and
     long-distance access services. GT&T derives almost all of  its  revenues
     from   international  telephone  services.   Other  operations  in   the
     Company's Consolidated Statements of Operations include:  VitelCellular,
     which  provides  cellular telephone service in the U.S. Virgin  Islands;
     and  Vitelcom, which supplies customer premises equipment  in  the  U.S.
     Virgin Islands.
     
     The  principal  components  of  operating  expenses  for  the  Company's
     telephone operations are plant specific operations expenses, plant  non-
     specific  operations  expenses, customer operations expenses,  corporate
     operations expenses, long-distance expenses and taxes other than  income
     taxes.   These categories are consistent with FCC accounting  practices.
     Plant specific operations expenses relate to support and maintenance  of
     telephone  plant  and equipment and include vehicle  expense,  land  and
     building  expense, central office switching expense and cable  and  wire
     expense.  Plant non-specific operations expenses consist of depreciation
     charges  for  telephone  plant and equipment  and  expenses  related  to
     telephone   plant   and  network  administration,  engineering,   power,
     materials   and  supplies,  provisioning  and  plant  network   testing.
     Customer  operations  expenses relate to marketing,  providing  operator
     services  for call completion and directory assistance, and establishing
     and  servicing customer accounts.  Corporate operations expenses include
     Vitelco's   and   GT&T's   expenses   for   executive   management   and
     administration,  corporate planning, accounting  and  finance,  external
     relations, personnel, labor relations, data processing, legal  services,
     procurement and general insurance.  International long-distance expenses
     consist  principally of charges from international carriers for outbound
     international calls from Guyana and payments to audiotext providers from
     whom  GT&T  derives international audiotext traffic.  Taxes  other  than
     income  taxes  include gross receipts taxes, property taxes,  and  other
     miscellaneous taxes.

     RESULTS OF OPERATIONS

     Three Months ended March 31, 1995 and 1996

     Revenues  from telephone operations for the period ended March 31,  1996
     were  $49.4  million as compared to $37.8 million for the  corresponding
     period  of  the  prior year, an increase of $11.6 million  (30%).    The
     increases  were  due  to a $12.7 million increase in  audiotext  traffic
     revenues  at  GT&T for the three months ended March 31, 1996.  Audiotext
     traffic increased 13.9 million minutes for the three months ended  March
     31,  1996  over  the corresponding period of the previous  year.  GT&T's
     audiotext  traffic increased sharply in the first eight months  of  1995
     hitting  a peak of 11.7 million minutes for the month of August.   Since
     then  audiotext traffic has held relatively steady at about  10  million
     minutes per month.  Audiotext is a highly competitive business, and GT&T
     may  experience  significant increases or decreases in  the  volume  and
     profit margins of its audiotext traffic during the remainder of 1996.
     

                                        8


<PAGE>
     
              Atlantic Tele-Network, Inc. and Subsidiaries


             Management Discussion and Analysis of Financial
                 Conditions and Results of Operations



     Vitelco's telephone operations revenues decreased $757,000 for the three
     months  ended  March  31, 1996, principally as  a  result  of  Hurricane
     Marilyn which put approximately 37,800 of Vitelco's approximately 60,000
     access  lines  out of service on September 15, 1995. At March  31,  1996
     Vitelco had 45,940 lines in service.
     
     Consolidated telephone operating expenses increased $10.3 million  (39%)
     for  the  three  months  ended March 31, 1996.  This  increase  was  due
     principally to increased audiotext and outbound traffic expenses at GT&T
     of  $10.1 million, due to increased traffic volume.  In addition,  plant
     specific  expenses increased as a result of increased plant in  service,
     although  certain expenses at Vitelco were reduced in the first  quarter
     of  1996 as Vitelco's work force was shifted from maintenance activities
     to repairing the damage caused by Hurricane Marilyn
     
     Overall, income from telephone operations increased $1.2 million   (10%)
     for  the  three  months  ended  March 31, 1996.  The  increase  occurred
     principally  because  of  increased audiotext traffic  at  GT&T.   These
     revenue   increases   at  GT&T  were  partially  offset   by   increased
     international  long distance, plant, and other operating expenses.  This
     resulted  in an increase in GT&T's contribution to income from telephone
     operations  of $1.6 million (22%) for the three months ended  March  31,
     1996.   This  was  offset by an approximately $426,000 decrease  in  the
     contribution  to  income from telephone operations at Vitelco  discussed
     above.
     
     Income  from  continuing operations before minority  interest  decreased
     $326,000  for  the three months ended March 31, 1996.   The  significant
     factors  that contributed to this for the three months ended  March  31,
     1996 were:
     
           (i)  the  $1.2  million  increase  in  income  from  telephone
                operations discussed above;
          (ii)  a  $254,000 increase in income from other operations  as  a
                result of cellular operations;
         (iii)  a $281,000 net decrease in net interest expense due  to
                reduced debt;
          (iv)  a  $2.1 million increase in other revenues and expenses.  This
                was principally due to a non-recurring charge of $2.8 million
                in the  first  three  months  of  1996   for  the  companies
                obligation  to  reimburse its two Co-Chief Executive  Officers
                for   certain  litigation  expenses  in  connection   with   a
                management dispute settled in February 1996.
 
     The  Company's effective tax rate for the three months ended  March  31,
     1996 was 43.6% as compared to 41.1% for the corresponding period of  the
     prior year. The increase is due principally to the proportionally higher
     earnings of GT&T.
     
     The  minority  interest  in earnings consists primarily  of  the  Guyana
     government's 20% interest in GT&T.
     

     Regulatory Considerations

     On  October  11,  1995 the Guyana PUC issued an order which  temporarily
     reduced GT&T's rates for outbound international calls and required  GT&T
     to  deposit 15% of its gross revenues into an escrow account that would

                                        9

<PAGE>
    
              Atlantic Tele-Network, Inc. and Subsidiaries

             Management Discussion and Analysis of Financial 
                  Conditions and Results of Operations 


     be  earmarked  for  capital  expenditures for a  new  telecommunications
     expansion plan in Guyana.  The temporary rate changes ordered by the PUC
     have  been  put  into effect, although GT&T has obtained a  court  order
     staying  the escrow payment obligations.  If these rate changes were  to
     continue in effect through all of 1996, they would result in a reduction
     of  approximately  $3 million in the Company's consolidated  net  income
     based  on  GT&T's current traffic patterns.  The rate changes  may  also
     cause  a  shift  of  some  profitable inbound international  traffic  to
     unprofitable  outbound international traffic.  However, the  Company  is
     unable  to  estimate the extent to which such a shift in  traffic  would
     occur.  If the PUC's escrow payment order had been in effect for all  of
     1995, it would have required payments of approximately $20 million.  The
     Company  is unable to determine whether the escrow payments would  be  a
     pretax charge to GT&T's income or an increase in GT&T's rate base.
     
     Upon  the  acquisition  of GT&T in January 1991, GT&T  entered  into  an
     agreement  with the government of Guyana to expand significantly  GT&T's
     existing  facilities and telecommunications operations  and  to  improve
     service  within a three-year period pursuant to an expansion and service
     improvement  plan (the "Plan").  At GT&T's request and with the  consent
     of  the  government of Guyana, the Plan was modified in certain respects
     and the date for completion of the Plan was extended first to August 28,
     1994  and  then to February 28, 1995.  The government of Guyana  has  to
     date  not  accepted a request made  by the Company and GT&T in  December
     1994  to  modify certain other aspects of the Plan.  The government  has
     referred  to the PUC the failure of GT&T to complete the Expansion  Plan
     by  February 28, 1995.  However hearings on this subject before the  PUC
     are  currently stayed pending GT&T's appeal from the PUC's  October  11,
     1995 order discussed above.  Failure to timely fulfill the terms of  the
     Expansion Plan could result in monetary penalties, cancellation  of  the
     License, or other action by the PUC or the government which could have a
     material adverse affect on the Company's business and prospects.
     
     Liquidity and Capital Resources
     
     
     The  Company depends upon funds received from subsidiaries to  meet  its
     capital needs, including servicing existing debt and its ongoing program
     of  seeking  to acquire telecommunications licenses and businesses.  The
     major  source  of funds for the Company has been advisory fees  received
     from  GT&T,   and interest income from advances to subsidiaries  of  the
     Company.
     
     Other  potential sources of funds to the Company are from  repayment  of
     loans to subsidiaries or dividends from GT&T or ATN - VI.  However,  the
     RTFC  Loan limits the payment of dividends by ATN - VI unless ATN  -  VI
     meets  certain financial ratios (which were not met at March 31,  1996).
     Consequently ATN - VI was restricted from paying dividends at that date.
     At  March  31, 1996, the Company also holds a note of ATN -  VI  in  the
     amount of approximately $23 million which may be repaid by ATN -  VI  in
     whole or in part without regard to the limit on the payment of dividends
     by ATN - VI.
     
     ATN  - VI's ability to obtain funds to repay its note is dependent  upon
     dividends  from  Vitelco,  and Vitelco is  subject  to  restrictions  on
     payment  of  dividends under its loan agreement with the  Rural  Utility
     Service  ("RUS")  and its 1989 and 1991 Settlement Agreements  with  the
     PSC.   Under  Vitelco's Settlement Agreements with  the  Public  Service
     Commission  (PSC),  which are currently more restrictive  than  the  RUS

                                        10


<PAGE>

              Atlantic Tele-Network, Inc. and Subsidiaries

             Management Discussion and Analysis of Financial 
                 Conditions and Results of Operations             


     Loans,  dividends by Vitelco are generally limited to  60%  of  its  net
     income,  although additional amounts are permitted to be  paid  for  the
     sole  purpose of servicing ATN - VI's debt to RTFC.  At March 31,  1996,
     Vitelco  was  restricted from paying any dividends and had approximately
     $9.3 million of the cash reflected on the Company's Consolidated Balance
     Sheet at that date.
     
     The  RTFC Loan and RUS Loan agreements also require, among other things,
     maintenance  of minimum debt service and times interest earned  coverage
     and  restrictions on issuance of additional long-term debt.  As of March
     31, 1996, the Company was in compliance with all covenants contained  in
     its long-term debt agreements.
     
     Vitelco  estimates that approximately $45 million has been  or  will  be
     required to repair the damage to its telephone plant caused by Hurricane
     Marilyn.  Vitelco had cash balances of $21.4 million as of September  1,
     1995  and  was able to finance its restoration activities through  March
     1996  from  its cash balances and cash flows from operating  activities.
     Vitelco has drawn down $5 million available to it under an existing line
     of  credit with RTFC and has received an additional $15 million line  of
     credit  from RTFC. Vitelco has applied to the RUS for $35.1  million  of
     long-term  financing.   Vitelco's  $5 million  borrowing  from  RTFC  is
     required  to  be  repaid  within 12 months  of  the  date  of  drawdown.
     Vitelco's new $15 million line of credit will mature on March 31,  1997,
     at  which date, if long-term loan funds from RUS have not yet been  made
     available  to  Vitelco,  Vitelco will have the  option  of  rolling  the
     outstanding  amount borrowed under that line of credit  into  a  15-year
     term  loan  from  RTFC  having  terms  substantially  similar  to  those
     contained in Vitelco's existing long-term loan from RTFC.
     
     GT&T  is  not  subject  to any contractual restrictions  on  payment  of
     dividends.   However,  the capital needs of GT&T's Expansion  Plan,  the
     working capital required for GT&T's rapid growth in audiotext traffic in
     1995  and  GT&T's own debt service obligations have precluded GT&T  from
     paying any significant funds to the Company other than the advisory fees
     mentioned  above.   Because the Company pays  fees  owing  to  audiotext
     traffic  providers  on a more rapid schedule than  it  collects  on  its
     audiotext  traffic, the Company has had to invest increasing amounts  in
     the  working capital related to its audiotext traffic during the  period
     that  this  traffic was growing at a rapid rate.  The rate of growth  in
     the  required  working capital for this traffic decreased shortly  after
     August,  1995  when  the volume of audio text traffic  peaked  and  then
     leveled  off.   As  a  result of the reduced need by GT&T's  audio  text
     business  for  increasing  amounts of working  capital,  GT&T  has  been
     contributing significantly to the Company's liquidity.
     
     If  and  when  the  Company settles outstanding issues with  the  Guyana
     Government  and  the PUC with regard to GT&T's Expansion  Plan  and  its
     rates  for  service, GT&T may require additional external  financing  to
     enable  GT&T  to  further expand its telecommunications facilities.   If
     that portion of the PUC's October 11, 1995 order which requires GT&T  to
     make  escrow  payments equal to 15% of its revenues comes  into  effect,
     GT&T  will most likely require external financing to enable it  to  make
     such  payments, and there can be no assurance that the Company  will  be
     able to obtain any such financing.
     
     The  Company's short term bank credit facility, under which the  Company
     has  $5.5 million of loans outstanding, expired on October 1, 1994.  The
     bank has orally agreed to renew this facility until October 1, 1996  and
     to  waive  the prohibition on borrowing under the facility  during  the
     first  thirty  days  of  the renewal period. The Company also had 

                                        11


<PAGE>

              Atlantic Tele-Network, Inc. and Subsidiaries 

             Management Discussion and Analysis of Financial
                  Conditions and Results of Operations              


     outstanding  at March 31, 1996 a demand loan of $444,444 from  Cornelius
     B.  Prior, Jr. one its Co-Chief Executive Officers which is being repaid
     at  the  rate  of $55,555 per month. In the first quarter  of  1996  The
     Company  paid in full a $4 million Note and paid Mr. Prior  $512,179  in
     partial payment of his demand loan.
     
     The  continued expansion of GT&T's network is dependent upon the ability
     of  GT&T  to purchase equipment with U.S. dollars.  A portion of  GT&T's
     taxes in Guyana may be payable in U.S. dollars or other hard currencies.
     The  Company  anticipates  that GT&T's foreign  currency  earnings  will
     enable  GT&T  to  service  its  debt  and  pay  its  hard  currency  tax
     obligations.   There are no Guyana legal restrictions on the  conversion
     of Guyana's currency into U.S. dollars or on the expatriation of foreign
     currency from Guyana.
     
     Impact of Devaluation and Inflation
     
     Although the majority of GT&T's revenues and expenditures are transacted
     in  U.S.  dollars  or other hard currencies, the results  of  operations
     nevertheless  may  be  affected by changes in the value  of  the  Guyana
     dollar.  From February 1991 until early 1994, the Guyana dollar remained
     relatively  stable at the rate of approximately 125 to the U.S.  dollar.
     In 1994, however, the Guyana dollar has declined in value to the current
     rate  of  approximately  142 to the U.S. dollar,  and  it  has  remained
     relatively stable at approximately that rate since 1994.
     
     The  effect of inflation on the Company's financial results of telephone
     operations in the U.S. Virgin Islands has not been significant in recent
     years.  The  effect  of  inflation on the cost  of  providing  telephone
     service  in  the U.S. Virgin Islands has generally been offset  (without
     any   increase  in  local  subscribers'  rates)  by  increased  revenues
     resulting  from growth in the number of subscribers and from  regulatory
     cost recovery practices in determining access revenues.
     
     
      
     




                                         12


<PAGE>

              Atlantic Tele-Network, Inc. and Subsidiaries

 
                     Part II - Other Information     



     Item 1.  Legal Proceedings

     
     Pursuant to a Global Settlement Agreement and Release, dated February 7,
     1996,  (i)  all  claims and counterclaims asserted in the case  entitled
     Atlantic  Tele-Network, Inc., et al. v. Jeffrey J. Prosser, et al,  then
     pending in the Court of Chancery of the State of Delaware in and for New
     Castle  County, have been dismissed with prejudice, (ii) all claims  and
     counterclaims asserted in the case entitled Cornelius B. Prior,  Jr.  v.
     Jeffrey J. Prosser, et al, then pending in the Court of Chancery of  the
     State of Delaware in and for New Castle County, have been dismissed with
     prejudice,  (iii)  all  claims and counterclaim  asserted  in  the  case
     entitled Atlantic Tele-Network, Inc., et al. v. Cornelius B. Prior, Jr.,
     et  al,  then  pending in the Territorial Court of the  Virgin  Islands,
     Division  of St. Croix, have been dismissed with prejudice and (iv)  all
     claims  asserted  in  the  case entitled Edwin  C.  Crouch,  et  al.  v.
     Cornelius B. Prior, Jr., et al., then pending in the District  Court  of
     the  Virgin  Islands,  Division of St. Croix, have been  dismissed  with
     prejudice.  For further information with regard to these cases  and  the
     terms of the settlement, see the Registrant's Annual Report on Form 10-K
     for the year ended December 31, 1995 and the Registrant's Current Report
     on Form 8-K dated February 16, 1996.
     

     Item 2.  Changes in Securities
     
     Not applicable.
     

     Item 3.  Defaults Upon Senior Securities
     
     Not applicable.
     

     Item 4.  Submission of Matters to a Vote of Security Holders
     
     On February 7, 1996, Cornelius B. Prior, Jr. and Jeffrey J. Prosser, who
     at  that date held in the aggregate approximately 60% of the outstanding
     shares of common stock of the Registrant, executed and delivered to  the
     Company irrevocable written consents to the adoption of an amendment  to
     the  Registrant's certificate of incorporation.  For further information
     with  regard to this matter, see the Information Statement filed by  the
     Registrant on April 24, 1996 with the Securities and Exchange Commission
     pursuant to Section 14(c) of the Securities Exchange Act of 1934.
     

     Item 5.  Other Information
     
     Not applicable.
     

     Item 6.  Exhibits and Reports on Form 8-K

     Current Report on Form 8-K, dated February 16, 1996 relating to the
     Global Settlement Agreement

                                        13


<PAGE>

              Atlantic Tele-Network, Inc. and Subsidiaries


                                Signatures           


     Pursuant  to the Securities Act of 1934, the registrant has caused  this
     report  to  be  signed on its behalf by the undersigned  thereunto  duly
     authorized.






                                        Atlantic Tele-Network, Inc.




Date: May 14, 1996                      /s/  Craig A. Knock
                                   Craig A. Knock
                                   Chief Financial Officer and Vice-President
                                   signing both in his capacity as Vice-
                                   President on behalf of the Registrant and as
                                   Chief Financial Officer of the Registrant










                                        14






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
****(COLUMNAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)****
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1996
<CASH>                                          25,073
<SECURITIES>                                         0
<RECEIVABLES>                                   57,044
<ALLOWANCES>                                         0
<INVENTORY>                                      8,753
<CURRENT-ASSETS>                                98,532
<PP&E>                                         338,776
<DEPRECIATION>                                 105,427
<TOTAL-ASSETS>                                 374,213
<CURRENT-LIABILITIES>                           71,148
<BONDS>                                        118,339
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           123
<OTHER-SE>                                     134,019
<TOTAL-LIABILITY-AND-EQUITY>                   374,213
<SALES>                                         52,320
<TOTAL-REVENUES>                                52,320
<CGS>                                           38,450
<TOTAL-COSTS>                                   38,450
<OTHER-EXPENSES>                                 4,442
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,868
<INCOME-PRETAX>                                  6,702
<INCOME-TAX>                                     2,924
<INCOME-CONTINUING>                              3,186
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,186
<EPS-PRIMARY>                                      .26
<EPS-DILUTED>                                      .26
        

</TABLE>