SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 24, 2004
                                                --------------

                            ATSI COMMUNICATIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     NEVADA
                 (State or Other Jurisdiction of Incorporation)

                  1-15687                                74-2849995
         (Commission File Number)             (IRS Employer Identification No.)

      8600 WURZBACH ROAD, SUITE 700W
            SAN ANTONIO, TEXAS                             78240
  (Address of Principal Executive Offices)               (Zip Code)

                                 (210) 614-7240
              (Registrant's Telephone Number, Including Area Code)



ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

     On  May  24,  2004, ATSI Communications, Inc., a Delaware corporation ("Old
ATSI"),  merged  with  and  into  its  wholly  owned  subsidiary  ATSI  Merger
Corporation, a Nevada corporation ("New ATSI").  Under the Plan and Agreement of
Merger,  one  share  of New ATSI common stock and 10 shares of New ATSI Series H
Preferred  Stock  will  be  issued  for each 100 shares of Old ATSI common stock
outstanding  as  of  May  24,  2004, upon surrender of certificates representing
shares  of Old ATSI.  Any fractional shares that would result will be rounded up
to  the  nearest  whole  share of common stock or Series H Preferred Stock.  The
officers  and  directors  of  Old  ATSI became the officers and directors of New
ATSI.  The  common  stock  of  New ATSI is deemed to be registered under Section
12(g)  of  the  Securities  Exchange  Act  of  1934  pursuant  to Rule 12g-3(a).

ITEM 7.  EXHIBITS.

     The following documents are filed as an Exhibit to this report:

2.1  Plan and Agreement of Merger of ATSI Communications, Inc. with and into
     ATSI Merger Corporation, dated as of March 24, 2004.
3.1  Articles of Incorporation of ATSI Merger Corporation.
3.2  Bylaws of ATSI Merger Corporation.
3.3  Articles of Merger of ATSI Communications, Inc. with and into ATSI Merger
     Corporation.
4.1  Certificate of Designations of ATSI Merger Corporation Series H Preferred
     Stock. (Incorporated by reference to the Form 8-A filed with the Commission
     on June 18, 2004)
4.2  Amendment to Certificate of Designations of ATSI Merger Corporation Series
     H  Preferred  Stock.  (Incorporated by reference to the Form 8-A filed with
     the  Commission  on  June  18,  2004)

                                   SIGNATURES

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

                                     ATSI COMMUNICATIONS, INC.

                                               /s/  Arthur L. Smith
Date:  June 18, 2004                 By:
                                         ----------------------------------
                                         Art Smith, Chief Executive Officer



EXHIBIT INDEX

2.1  Plan and Agreement of Merger of ATSI Communications, Inc. with and into
     ATSI Merger Corporation, dated as of March 24, 2004.
3.1  Articles of Incorporation of ATSI Merger Corporation.
3.2  Bylaws of ATSI Merger Corporation.
3.3  Articles of Merger of ATSI Communications, Inc. with and into ATSI Merger
     Corporation.