SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHUMATE DOUGLAS A

(Last)

(First)

(Middle)

C/O ITC^DELTACOM, INC.

1791 O.G. SKINNER DRIVE

(Street)

WEST POINT

31833

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ITC DELTACOM INC [ ITCD.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Snr. VP-Chief Financial Office

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2003		A		20,000	A	$0	86,809	D
Common Stock								14	I	By Spouse
Common Stock								156⁽¹⁾	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
8% Series A Convertible RedeemablePreferred Stock	$5.7143⁽²⁾	01/01/2003		J⁽³⁾	V	27.8822		01/01/2003	10/29/2012	Common Stock	488	$0⁽³⁾	2,015.5755	D
8% Series A Convertible RedeemablePreferred Stock	$5.7143⁽²⁾	04/01/2003		J⁽⁴⁾	V	40.3116		04/01/2003	10/29/2012	Common Stock	706	$0⁽⁴⁾	2,055.8871	D
8% Series A Convertible RedeemablePreferred Stock	$5.7143⁽²⁾	07/01/2003		J⁽⁵⁾	V	41.1178		07/01/2003	10/29/2012	Common Stock	720	$0⁽⁵⁾	2,097.0049	D
8% Series A Convertible RedeemablePreferred Stock	$5.7143⁽²⁾	10/01/2003		J⁽⁶⁾	V	41.9401		10/01/2003	10/29/2012	Common Stock	734	$0⁽⁶⁾	2,138.945	D

Explanation of Responses:

1. The number of shares of the Issuer's Common Stock reflected in this report as held in the Issuer's 401(k) savings plan is provided based on information available from the plan administrator as of July 31, 2003.

2. The conversion price shown is subject to adjustment upon the occurrence of certain events specified in the terms of the securities.

3. The shares of Series A preferred stock were issued and paid as a payment-in-kind dividend on January 1, 2003 in an exempt transaction pursuant to Rule 16a-9.

4. These shares of Series A preferred stock were issued and paid as a payment-in-kind dividend on April 1, 2003 in an exempt transaction pursuant to Rule 16a-9.

5. These shares of Series A preferred stock were issued and paid as a payment-in-kind dividend on July 1, 2003 in an exempt transaction pursuant to Rule 16a-9.

6. These shares of Series A preferred stock were issued and paid as a payment-in-kind dividend on October 1, 2003 in an exempt transaction pursuant to Rule 16a-9.

	Douglas A. Shumate	10/30/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.