UNITED STATES
                       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

                         MARCH 31, 2005 (MARCH 30, 2005)
                Date of Report (Date of earliest event reported)

                  FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                     333-120412                  58-2342021
(State or other jurisdiction    (Commission File No.)          (IRS Employer
   of incorporation)                                         Identification No.)


                         420 LEXINGTON AVENUE, SUITE 518
                               NEW YORK, NY 10170
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (212) 972-2000




Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|-| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|-| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|-| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))










ITEM 8.  OTHER EVENTS

On March 30, 2005,  Fusion  Telecommunications  International,  Inc.  ("Fusion")
issued a press  release  announcing  that the  underwriters  of Fusion's  recent
initial  public  offering have exercised the  over-allotment  option to purchase
480,000  additional  shares of common  stock and 540,000  additional  redeemable
common stock  purchase  warrants at the offer price of $6.45 per share and $0.05
per warrant, respectively.

As a result of the  exercise  of the  option,  Fusion  received  additional  net
proceeds of approximately $2.9 million, resulting in total net proceeds from the
offering of approximately $23.3 million.  After giving effect to the sale of the
over-allotment shares, a total of 4,080,000 shares of common stock and 4,140,000
warrants were sold in the offering.


A press release  announcing  the  underwriters'  exercise of the  over-allotment
option is filed herewith as Exhibit 99.1

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

       (c)     Exhibits

       99.1    Press Release issued by Fusion Telecommunications International,
               Inc., dated March 30, 2005, entitled "Fusion's Underwriters
               Exercise Over-Allotment Option. "


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                                   SIGNATURES

        Pursuant to the requirements of the Securities  Exchange Act of 1934, as
amended,  the  registrant  has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned thereunto duly authorized.


                         Fusion Telecommunications International, Inc.

                         By: /s/ MATTHEW D. ROSEN
                         Matthew D. Rosen, President and Chief Operating Officer

March 31, 2005

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                                  EXHIBIT INDEX




EXHIBIT
NUMBER         DESCRIPTION



       99.1    Press Release issued by Fusion Telecommunications International,
               Inc., dated March 30, 2005, entitled "Fusion's Underwriters
               Exercise Over-Allotment Option."