Filed Pursuant to Rule 424(b)(3)
                          Registration No. 333-83705

                         Prospectus Supplement No. 5
           Dated March 7, 2000 (to Prospectus dated August 13, 1999)

                         SkyLynx Communications, Inc.

                            Series D Exchange Offer

     On March 6, 2000, we commenced an exchange offer to the holders of our
series D convertible preferred stock in which we offered to exchange each
outstanding share of series D convertible preferred stock for one share of our
series D-1 convertible preferred stock.  The series D-1 convertible preferred
stock is substantially identical in all respects to the series D convertible
preferred stock, except that the conversion price for series D-1 convertible
preferred stock is fixed at $1.00 per share, subject to specific adjustments
for events that would result in dilution to the series D-1 holders.  This
means that each share of series D convertible preferred stock is convertible
into 1,000 shares of common stock, subject to these adjustments. Currently,
the conversion price for our series D convertible preferred stock is the
lesser of:

     *    $3.00 per share; or
     *    105% of the closing bid price of our common stock for the five
          trading days immediately preceding the date on which the preferred
          stock is converted.

This means that the conversion rate of the series D convertible preferred
stock may fluctuate based on the market price of our common stock.  The
conversion price of the series D convertible preferred stock is subject to the
same adjustments for dilutive events as the series D-1 convertible preferred
stock.

     Under the exchange offer, accrued and unpaid dividends on the series D
convertible preferred stock will be carried over and applied to the series D-1
convertible preferred stock if a holder elects to make the exchange.

     Holders of series D-1 convertible preferred stock will be eligible to
sell the common stock issued upon conversion of the series D-1 convertible
preferred stock under the prospectus to which this prospectus supplement
relates in the same manner as a holder of series D convertible preferred
stock.

     The exchange offer is being made to holders of record of our series D
convertible preferred stock on March 3, 2000.  The exchange offer will remain
open until March 31, 2000.

            The date of this Prospectus Supplement is March 7, 2000