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

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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^*

Willet Richard

(Last)

(First)

(Middle)

C/O TELEGLOBE INTERNATIONAL HOLDINGS LTD

P.O. BOX HM 1154 - 10 QUEEN STREET

(Street)

HAMILTON

HM EX

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TELEGLOBE INTERNATIONAL HOLDINGS LTD [ TLGB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and EVP

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2004

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 Shares, par value $0.01 per share	05/27/2004		J⁽¹⁾⁽²⁾		674,562⁽¹⁾⁽²⁾	A⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	674,562⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By trust⁽¹⁾⁽²⁾

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)

Explanation of Responses:

1. The reporting person is an officer of Teleglobe International Holdings Ltd (the "Company") and does not individually hold any securities of the Company. As of May 27, 2004, Teleglobe Bermuda Holdings Ltd ("Teleglobe Bermuda") holds 25,745,790 of the issued and outstanding common shares, par value $0.01 per share, of the Company. Teleglobe Bermuda, in its capacity as the beneficial owner of more than 10% of the common shares of the Company pursuant to Reg. 13d-3, separately files statements pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended. Pursuant to a Securities Exchange Agreement, dated as of May 27, 2004, among the Company, Teleglobe Bermuda and certain holders of common shares of Teleglobe Bermuda specified therein, a trust, the trustee of which is a member of the immediate family of the reporting person, and the beneficiaries of which include the reporting person

2. and members of the immediate family of the reporting person, exchanged 674,562 common shares of Teleglobe Bermuda, on a one-for-one basis, for 674,562 common shares of the Company. The reporting person exercises no voting or investment control with respect to the common shares of the Company held by such trust. The reporting person disclaims all beneficial ownership of the common shares of the Company held by such trust; the reporting person's pecuniary interest in the common shares of the Company held by such trust is limited to his economic interest, if any, in the trust.

	/s/ Richard Willett	05/27/2004
	** 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).
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