______________________________________________________________________
                            ______________
                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                               Form 10-Q
                                   
                                   
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
         [X]        OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the Quarter ended June 30, 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  June 30, 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,    June 30,     
                                                 1995          1996   
                                                           (Unaudited)  
<S>                                         <C>          <C>
ASSETS                                                                  
Current assets:                       
  Cash                                          $18,822       $ 9,750 
  Accounts receivable, net                       63,353        62,851   
  Materials and supplies                          8,656        10,141   
  Prepayments and other current assets            5,781         6,242   
 Total current assets                            96,612        88,984 
                                                           
Fixed assets:                                              
  Property, plant and equipment                 286,856       312,155   
  Less accumulated depreciation                (101,729)     (108,747) 
                                              
  Franchise rights and cost in excess of                   
  underlying book value, less accumulated
  amortization of $9,769,000                     41,533        40,832
  and $10,470,000 
          Net fixed assets                      226,660       244,240   
                                                           
Property costs recoverable from future rev.      20,000        23,540   
Uncollected authorized rate increases             4,339         3,488   
Other assets                                     16,263        16,389   
                                                363,874      $376,641   
                                                           
LIABILITIES AND STOCKHOLDERS' EQUITY                       
                                                           
Current liabilities:                                       
  Notes payable                                 $ 6,969       $15,777   
  Accounts payable                               19,568        23,305
  Accrued taxes                                   6,177         5,421   
  Advance payments and deposits                   2,719         2,673   
  Other current liabilities                       8,815        11,448   
  Current portion of long-term debt              17,872        13,539
           Total current liabilities             62,120        72,163
                                                           
Deferred income taxes and tax credits            28,188        27,642   
Long-term debt, excluding current portion       120,297       114,597
Pension and other long-term liabilities           9,457         8,964
Minority interest                                12,856        14,128 
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       57,172   
         Total stockholders' equity              130,956      139,147
                                                 363,874      376,641          
</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)       (Unaudited)
                                          3 Months Ended   6 Months Ended       
                                          1995     1996     1995     1996
                                          ==============   ================
<S>                                  <C>        <C>     <C>      <C>
Telephone Operations:
 Revenues:                                                              
    Local exchange service                6,284    6,278   12,416    12,589
    Access charges                        3,517    3,712    7,049     7,076
    International long-distance revenues 31,059   38,232   54,321    73,473
    Universal Service Fund                3,087    2,802    6,174     5,604
    Billing and other revenues            1,117    1,275    2,218     2,304
    Directory advertising                   712      644    1,424     1,293
           Total revenues                45,776   52,943   83,602   102,339
                                                                         
  Expenses:                                                              
    Plant specific operations             3,157    4,152    6,356     7,869
    Plant nonspecific operations          5,286    5,212   10,459    10,135
    Customer operations                   1,433    1,630    2,883     3,224
    Corporate operations                  3,315    3,206    6,539     6,127
    International long-distance exp.     17,596   23,989   29,811    46,294
    Taxes other than income                 797      712    1,567     1,628
           Total expenses                31,584   38,901   57,615    75,277
    Income from telephone operations     14,192   14,042   25,987    27,062
                                                                         
Other Operations:                                                        
  Revenues:                                                              
    Cellular services                     1,119    1,581    2,323     3,219
    Product sales and rentals             1,207    1,358    2,356     2,644
           Total revenues                 2,326    2,939    4,679     5,863
  Expenses of other operations            1,878    2,103    3,635     4,177
           Income from other operations     448      836    1,044     1,686
                                                                         
Non-operating Revenues and Expenses:                                     
  Interest expense                       (3,146)  (2,862)  (6,359)   (5,730) 
  Interest income                           248       85      454       227
  Other revenues and expenses            (3,544)  (2,464)  (5,900)   (6,906)
Non-operating revenues and exp., net     (6,442)  (5,241) (11,805)  (12,409)
                                                                         
Income before income taxes and minority   8,198    9,637   15,226    16,339
interest
Income taxes                              3,485    3,952    6,370     6,876
Income before minority interest           4,713    5,685    8,856     9,463
                                                                         
Minority interest                          (637)    (680)  (1,094)   (1,272)
                                                                         
Net income                              $ 4,076  $ 5,005  $ 7,762   $ 8,191
                                                                            
                                                                         
Net income per share                     $ 0.33   $ 0.41   $ 0.63    $ 0.67
                                                                         
Weighted average shares outstanding      12,273   12,273   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)
                                                     6 Months Ended
                                                        June 30,
                                                     1995      1996    
                                                                         
<S>                                             <C>        <C>                 
Net cash flows provided by operating activities    $17,321    $20,992    
                                                                         
Cash flows from investing activities:                                    
  Capital expenditures                              (5,536)   (28,839)
           Net cash used in investing activities    (5,536)   (28,839)    

Cash flows from financing activities:                                    
  Repayment of long-term debt                       (6,198)   (10,033) 
  Issuance of long-term debt                         4,750       -       
  Net borrowings (repayments) on notes payable        (572)     8,808    
           Net cash flows provided (used) by        (2,020)    (1,225)    
           financing activities                                                

Net increase (decrease) in cash                      9,765     (9,072)    
                                                                         
Cash, Beginning of Period                           17,515     18,822    
                                                                         
Cash, End of Period                                $27,280     $9,750    
                                                                         
Supplemental cash flow information:                                      
  Interest paid                                     $6,455     $5,797    
                                                                         
  Income taxes paid                                 $4,015     $8,523    
                                                                         
  Depreciation and Amortization Expense             $9,650     $9,154    
                                                                         
</TABLE>
                                                                    
                                                                         
See notes to consolidated condensed financial statements.

                                         4


<PAGE>
                   ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED CONDENSED
                              FINANCIAL STATEMENTS
                  THREE AND SIX MONTHS ENDED JUNE 30, 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  and  six  months  ended June 30, 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 $5.5 million as of  June
     30,  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 it's 
     ultimate outcome cannot be determined by management at this time.
     
                                        5


<PAGE>     
                  ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

                       NOTES TO CONSOLIDATED CONDENSED 
                             FINANCIAL STATEMENTS
                THREE AND SIX MONTHS ENDED JUNE 30, 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 AND SIX MONTHS ENDED JUNE 30, 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 and Six Months ended June 30, 1995 and 1996

     Revenues  from  telephone operations for the three  months  ended
     June 30, 1996 were $52.9 million as compared to $45.8 million for
     the  corresponding period of the prior year, an increase of  $7.2
     million  (16%). Revenues from telephone operations  for  the  six
     months  ended  June 30, 1996 were $102.3 million as  compared  to
     $83.6 million for the corresponding period of the prior year,  an
     increase  of $18.7 million (22%).  The increases were principally
     due  to  a  $7.6 and $20.3 million increase in audiotext  traffic
     revenues at GT&T for the three and six months ended June 30, 1996
     respectively.  GT&T's audiotext traffic increased sharply in  the
     first 8 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  $432,000  and
     $1.2  million  for the three and six months ended June 30,  1996,
     respectively.  These reductions in revenues were due  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. Service was substantially restored  by  May
     1996. At June 30, 1996 Vitelco had 58,824 lines in service.
     
     Consolidated telephone operating expenses increased $7.3  million
     (23%) and $17.7 (31%) for the three and six months ended June 30,
     1996.   This  increase  was  due  principally  to  increases   in
     audiotext and outbound traffic expenses at GT&T of $6.4  million,
     and  $16.5  million for the three and six months ended  June  30,
     1996   respectively due to increased traffic volume.  As a result
     of a rate decrease ordered by the Guyana PUC on October 11, 1995,
     GT&T's   outbound   international  traffic   has   increased   by
     approximately  40% during the first six months of 1996  resulting
     in  an  approximately  $500,000 per month  increase  in  outbound
     traffic  expenses.  An  additional  factor  contributing  to  the
     increase  in consolidated telephone operating expenses was  plant
     specific  expense which 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.
     
     Income from telephone operations decreased $150,000 for the three
     months ended June 30, 1996 but was up $1.1 million (4%)   for the
     six   months   ended  June  30,  1996.  These  changes   occurred
     principally  as  a  result  of factors  affecting  revenues  from
     telephone   operations  and  consolidated   telephone   operating
     expenses  discussed  above. GT&T's contribution  to  income  from
     telephone operations increased by $353,000 (4%) and $2.0  million
     (12%)  for  the  three  and  six  months  ended  June  30,   1996
     respectively,  while  Vitelco's  contribution  to   income   from
     telephone operations decreased by  $503,000  and $929,000 for the
     same periods.
     
     Income  before minority interest increased $972,000 and  $607,000
     for  the  three  and six months ended June 30, 1996 respectively.
     The significant factors that contributed to these increases were:
     
          (i)   the $150,000 decrease and $1.1 million increase  in
                income from telephone operations discussed above;
          (ii)  $388,000  and $642,000  increases  in  income  from
                other operations from increase cellular operations;
         (iii)  $121,000  and  $402,000   decreases  in   net
                interest expense due to reduced debt;
          (iv ) a $1.1 million decrease for the three months and  a  $1
                million  increase for the six months in  other  non
                operating  revenues  and expenses. This was  principally
                due to decrease of certain corporate expenses in the second 
                quarter of 1996 and 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 and  six  months
     ended June 30, 1996 was 41.0% and 42.1%  as compared to 42.5% and
     41.8% for the corresponding periods of the prior year.

                                         9


<PAGE>
                   ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

                  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITIONS AND RESULTS OF OPERATIONS     


     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 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. These rate changes have resulted  in
     an  increase of approximately 40% in GT&T's unprofitable outbound
     traffic  which in turn has resulted in an approximately  $200,000
     per  month  decrease in GT&T's revenue from such traffic  and  an
     increase  in  GT&T's outbound traffic expenses  of  approximately
     $500,000 per month  during the first six months of 1996.  If  the
     PUC's  escrow payment order had been in effect for the first  six
     months  of  1996 it would have required payments of approximately
     $11.3  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.

                                       10

<PAGE>
                  ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

                 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL 
                        CONDITIONS AND RESULTS OF OPERATIONS

      
     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 June 30, 1996).  Consequently  ATN  -  VI  was
     restricted from paying dividends at that date.  At June 30, 1996,
     the  Company  also  holds a note of ATN - VI  in  the  amount  of
     approximately  $24 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  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 June 30, 1996, Vitelco
     was restricted from paying any dividends.
     
     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 June 30, 1996, the Company was in  compliance
     with all covenants contained in its long-term debt agreements.
     
     Vitelco estimates that the total cost of repairing damage to  its
     telephone plant caused by Hurricane Marilyn will be approximately
     $45  million,  of  which approximately $37 million  was  expended
     through  June 30, 1996. Vitelco financed these expenditures  from
     its  cash balances  (which were $21.4 million as of September  1,
     1995),  from  cash flows from its operating activities,  from  $5
     million  of  borrowings under a preexisting line of  credit  with
     RTFC  and an additional $5 million of borrowings under a new  $15
     million line of credit from RTFC which Vitelco obtained after the
     hurricane. Vitelco has also applied to the RUS for $35.1  million
     of  long  term financing. Borrowings under Vitelco's  preexisting
     line of credit are required to be repaid within 12 months of  the
     date  of  the  borrowing, but may be repaid from the proceeds  of
     borrowings  under the new $15 million line of credit.  Borrowings
     under  Vitelco's $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   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.

                                        11


<PAGE>
                   ATLANTIC TELE-NETWORK, INC. AND SUBSIDIARIES

                  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL 
                        CONDITIONS AND RESULTS OF OPERATIONS     


     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  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

     
     Not applicable.
     

     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
     
     Not applicable.
     

     Item 5.  Other Information
     
     Not applicable.
     

     Item 6.  Exhibits and Reports on Form 8-K

     Not applicable.

                                       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: August 12, 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1996
<CASH>                                           9,750
<SECURITIES>                                         0
<RECEIVABLES>                                   62,851
<ALLOWANCES>                                         0
<INVENTORY>                                     10,141
<CURRENT-ASSETS>                                88,984
<PP&E>                                         352,987
<DEPRECIATION>                                 108,747
<TOTAL-ASSETS>                                 376,641
<CURRENT-LIABILITIES>                           72,163
<BONDS>                                        114,597
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           123
<OTHER-SE>                                     139,024
<TOTAL-LIABILITY-AND-EQUITY>                   376,641 
<SALES>                                        108,202
<TOTAL-REVENUES>                               108,202
<CGS>                                           79,454
<TOTAL-COSTS>                                   79,454
<OTHER-EXPENSES>                                 6,906
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,730
<INCOME-PRETAX>                                 16,339
<INCOME-TAX>                                     6,876
<INCOME-CONTINUING>                              8,191
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     8,191
<EPS-PRIMARY>                                      .67
<EPS-DILUTED>                                      .67


        

</TABLE>