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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

COVISTA COMMUNICATIONS, INC.
..................................................................
(Name of Registrant as Specified In Its Charter)

..................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction
applies:

............................................................

(2) Aggregate number of securities to which transaction
applies:

.......................................................

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

.......................................................

(4) Proposed maximum aggregate value of transaction:

.......................................................

(5) Total fee paid:

.......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

.......................................................

(2) Form, Schedule or Registration Statement No.:

.......................................................

(3) Filing Party:

.......................................................

(4) Date Filed:

.......................................................

COVISTA COMMUNICATIONS, INC.
721 Broad St.
Chattanooga, TN 37402

Notice of Annual Meeting of Shareholders
To Be Held on December 16, 2003

To Covista Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders
of Covista Communications, Inc. (the "Company") to be held on Tuesday, December
16, 2003, at the Company's offices at 721 Broad St., Chattanooga, Tennessee, at
10:00am, Eastern Time, to consider and act upon the following matters:

(1) The election of eight directors to serve for a term of one year and
until their successors are elected and qualified:

(2) Ratification of the selection of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending January 31, 2004;
and

(3) The transaction of such other business as may properly come before the
meeting or any adjournment or postponement thereof.

Only Covista shareholders of record at the close of business on
November 10, 2003 are entitled to notice of and to vote at the Meeting or any
adjournment or postponement thereof.

Your vote is important. Whether or not you plan to attend the Meeting,
please complete, sign, date and promptly return the enclosed proxy card in the
enclosed envelope. Your proxy may be revoked at any time before it is voted. If
your shares are not registered in your own name, you will need additional
documentation from the record holder in order to vote personally at the Meeting.

By order of the Board of Directors

Thomas P. Gunning
Secretary

Chattanooga, Tennessee
November 13, 2003

COVISTA COMMUNICATIONS, INC.

----------------------------

PROXY STATEMENT

------------

2003 ANNUAL MEETING OF SHAREHOLDERS

December 16, 2003

The proxy accompanying this Proxy Statement is solicited by the
Management of Covista Communications, Inc. (the "Company" or "Covista"). All
proxies in the accompanying form which are properly executed and returned will
be voted in accordance with the shareholders' instructions at the 2003 Annual
Meeting of Shareholders (the "Meeting"), to be held on Tuesday, December 16,
2003, at 10:00 A.M., Eastern Time, at the Company's office at 721 Broad St.,
Chattanooga, TN 37402 for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders.

A proxy may be revoked at any time before it is voted at the Meeting by
filing with the Secretary of the Company, notice to such effect or a duly
executed proxy bearing a later date. If no instructions are indicated, the
proxies will be voted in accordance with Management's recommendations set forth
herein. The persons named as proxies intend to vote in accordance with their
discretion on any matter which may properly come before the Meeting or any
adjournment thereof. Shareholders who are present at the Meeting may revoke
their proxies and vote in person if they so desire.

This Proxy Statement is first being mailed to shareholders on or about
November 13, 2003.

MATTERS TO BE ACTED UPON
------------------------

The following matters are to be considered and acted upon at the
Meeting:

1. The election of eight directors to hold office until the next Annual
Meeting of Shareholders and until their respective successors are duly
elected and qualified;

2. Ratification of the selection of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending January 31, 2004;
and

3. The transaction of such other business as may properly come before the
meeting or any adjournment or postponement thereof.

SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND
------------------------------------------
CERTAIN BENEFICIAL OWNERS
-------------------------

Only holders of record of the Company's Common Stock par value $.05 per
share (the "Common Stock") at the close of business on November 10, 2003 will be
entitled to vote at the Meeting. On that date, 17,806,425 shares of Common Stock
were issued and outstanding. Each outstanding share of Common Stock is entitled
to one vote at the Meeting.

Ownership of Certain Beneficial Owners
- --------------------------------------

Set forth below is certain information concerning persons who were
known by the Company to own beneficially or of record more than 5% of the issued
and outstanding shares of Common Stock of the Company as of October 14, 2003.

Name and Address Number of Shares Percentage
of Beneficial Owner Owned (1) of Class (2)
- ------------------- --------- ------------

Kevin A. Alward 1,480,779(3) 8.2%
182 Powell Road
Allendale, NJ 07401

Donald A. Burns 1,856,554 10.4%
1021 North Ocean Boulevard
Palm Beach, FL 33480

Warren Feldman 1,119,578(4) 6.3%
45A Samworth Road
Clifton, NJ 07012

Henry G. Luken, III 8,870,566(5) 49.3%
900 Fairway Lane
Soddy Daisy, TN 37379

W. Thorpe McKenzie 1,088,227(6) 6.1%
735 Broad Street
Chattanooga, TN 37402

(1) Except as otherwise set forth in the footnotes to this table, all shares
are beneficially owned and sole investment and voting power is held by the
persons named above, to the best of Covista's knowledge. Shares of Common
Stock, subject to options that are currently exercisable or exercisable
within 60 days of October 14, 2003 are deemed to be outstanding and to be
beneficially owned by the person holding such options for the purpose of
computing the percentage ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership of any
other person.

(2) Based on 17,806,425 shares outstanding.

(3) Includes 250,000 shares of Common Stock issuable to Mr. Alward under
currently exercisable options. Also includes 186,516 shares of Common Stock
owned by trusts of which Mr. Alward's minor children are beneficiaries, as
to which Mr. Alward disclaims beneficial ownership.

(4) Includes 300,000 shares of Common Stock owned by The Warren H. Feldman
Family L.L.C., as to which shares Mr. Feldman disclaims beneficial
ownership.

(5) Includes 60,800 shares of Common Stock owned by trusts of which Mr. Luken's
children are beneficiaries.

(6) Includes 1,948 shares owned by Pointer Management Company of which Mr.
McKenzie is Managing Director.

Security Ownership of Management
- --------------------------------

The following table sets forth as of October 14, 2003, information
concerning the beneficial ownership of Covista Common Stock by each director,
each nominee for election as a director, and each Named Executive, and for all
directors and executive officers as a group:

Name of Beneficial Amount and Nature of Percentage of
Owner Beneficial Ownership (1) Class (2)
- ----- ------------------------ ---------

Kevin A. Alward............................................................. 1,480,779 (3) 8.0%
Leon Genet.................................................................. 41,120 *
Thomas P. Gunning........................................................... 62,300 (4) *
Donald Jones................................................................ 11,000 *
A. John Leach, Jr........................................................... 444,000 (5) 2.4%
Henry G. Luken, III......................................................... 8,870,566 47.9%
W. Thorpe McKenzie.......................................................... 1,088,227 (7) 5.9%
Nicholas Merrick............................................................ 100 *
Jay J. Miller............................................................... 35,400 (8) *
Frank Pazera................................................................ 17,617 (9) *
All directors, director nominees and executive officers as a group
(10 persons)........................................................... 11,931,109 64.7%
*Less than one percent.

(1) Except as otherwise set forth in the footnotes to this table, all shares
are beneficially owned and sole investment and voting power is held by the
persons named above, to the best of Covista's knowledge. Shares of Common
Stock subject to options that are currently exercisable or exercisable
within 60 days of October 14, 2003, are deemed to be outstanding and to be
beneficially owned by the person holding such options for the purpose of
computing the percentage ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership of any
other person.

(2) Based on 17,806,425 shares outstanding

(4) Includes 37,000 shares of Common Stock issuable to Mr. Gunning under
currently exercisable options. Does not include 25,400 shares held by Mr.
Gunning's wife as to which he disclaims beneficial ownership.

(5) Includes 288,000 shares of Common Stock issuable to Mr. Leach under
currently exercisable options.

(6) Includes 60,800 shares of Common Stock owned by trusts of which Mr. Luken's
children are beneficiaries.

(7) Includes 1,948 shares owned by Pointer Management Company of which Mr.
McKenzie is Managing Director.

(8) Includes 35,000 shares of Common Stock issuable to Mr. Miller under
currently exercisable options.

(9) Includes 16,667 of Common Stock issuable to Mr. Pazera under currently
exercisable options.

Changes in Control
- ------------------

The Company knows of no contractual arrangement which may, at a
subsequent date, result in a change of control of the Company.

ELECTION OF DIRECTORS
---------------------

THE COVISTA BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION AS
DIRECTORS OF THE EIGHT NOMINEES NAMED HEREIN.

Required Shareholders' Vote
- ---------------------------

Assuming the presence of a quorum (a majority of the total issued and
outstanding shares of Common Stock) the eight nominees receiving the highest
number of affirmative votes of the shares present in person or represented by
proxy and entitled to vote for them, shall be elected as directors.

Nominees
- --------

Covista's Board of Directors has fixed the number of directors to be
elected at the Annual Meeting at eight. The shares represented by the proxies
will be voted in favor of the election as directors of the persons named below
unless authority to do so is withheld. Stockholders and any proxy holders for
such stockholders are entitled to exercise the right to cumulative voting for
the election of directors, as described under "Required Shareholders" vote
above. The directors elected will hold office until the next Annual Meeting of
Shareholders and their respective successors are duly elected and qualified. The
nominees named below were nominated for election to the Board of Directors of
Covista. The name, age, business experience and public directorships of each
nominee are as set forth in the table (and accompanying nominee descriptions)
below:

Name Covista Office Since Age
- ---- -------------- ----- ---

Henry G. Luken, III............... Chairman of the Board 1999 44
A. John Leach, Jr................. President, Chief Executive Officer and Director 2000 40
Kevin A. Alward................... Chief Operating Officer and Director 2001 37
Leon Genet........................ Director 1996 72
Donald Jones...................... Director 2002 68
Nicholas Merrick.................. Director 2002 40
W. Thorpe McKenzie................ Director 2002 56
Jay J. Miller..................... Director 1983 70

Henry G. Luken, III was elected a director of Covista in February,
1999, and Chairman of the Board in February, 2001. Currently, he is President of
Mont Lake Properties, Inc., a real estate development firm; a director of Equity
Broadcasting Corp., a TV network; a director of ACNTV, a home shopping company
selling through TV; and Managing Agent of Henry IV LLC, an aircraft sales
company. A co-founder of Telco Communications Group Inc., he served as its Chief
Executive Officer and Treasurer from July, 1993 to April, 1996, and as its
Chairman from July, 1993 to October, 1997. Mr. Luken has also served as Chairman
of Tel-Labs, Inc., a telecommunications billing firm, since 1991, and as
Chairman of Telco Development Group, Inc., a computer systems firm owned by Mr.
Luken, since 1987, both of which entities he founded.

A. John Leach, Jr. was appointed President and Chief Executive Officer
of Covista on May 18, 2000. He had been Senior Vice President of Sales at BTI
Telecomm, Inc., from December, 1999 to May, 2000; and Senior Vice President of
Teleglobe, Inc. from June, 1996 to December, 1999.

Kevin A. Alward was appointed Chief Operating Officer of Covista on
March 29, 2001 and was elected a director of Covista on July 17, 2001. He had
previously served the Company as President and Chief Operating Officer from 1994
to 1998, when he left the company to become President of North America for
Destia Communications, Inc. (formerly known as Econophone, Inc.) and its
successor by merger, Viatel, Inc. In April, 2000, he co-founded Blink Data
Corp., a telecommunications and data services provider headquartered in Northern
New Jersey, where he was President and Chief Executive Officer until his return
to Covista.

Leon Genet has served as a director since October, 1996. For more than
the past five years, he has been a partner in Genet Realty, a commercial and
industrial real estate brokerage firm. He serves as a member of the National
Commerce and Industry Board for the State of Israel Bonds Organization and is a
stockholder, director and officer of LPJ Communications, Inc.

Donald Jones was elected a director of Covista in February, 2002. He is
currently retired from his position as Senior Vice President for Chapter
Services of the American Red Cross, for which he worked since 1991. Prior to
joining the Red Cross, Mr. Jones was Deputy Assistant Secretary of Defense for
Military Manpower and Personnel Policy. Mr. Jones served in the United States
Army for over 35 years and retired in 1991 with the permanent rank of Lieutenant
General.

W. Thorpe McKenzie was elected a director in December 2002. He is
Managing Director of Pointer Management Company, Chattanooga, Tennessee, which
he co-founded in 1990 to invest in hedge funds and similar types of partnerships
utilizing a fund of funds approach. From 1982 until 1990, he was a private
investor in New York City, and a director of several public and private
companies. From 1980 until 1982, he was founding general partner of TIGER, a
global hedge fund. From 1971 until 1980, he was Vice President of Kidder,
Peabody, & Co., Inc. in New York. McKenzie is a graduate of the University of
North Carolina in Chapel Hill, and the Wharton Graduate division of the
University of Pennsylvania in Philadelphia. He is currently a director of
Novestra AB, a publicly traded venture capital investment firm located in
Stockholm, Sweden.

Nicholas Merrick was elected a director of Covista in February, 2002.
Since January 2002 he has been president of Mt. Vernon Investments, LLC, a
private investment company. He served as Senior Vice President and Chief
Financial Officer of Telergy, Inc., a high-speed fiber optic communications
network company, from May, 2000 to July, 2001. Telergy filed Chapter 11 and
later Chapter 7, in late 2001. Prior to joining Telergy, Mr. Merrick was Chief
Executive Officer of Up2 Technologies, Inc. and Executive Vice President of
Excel Communications, each of which is a subsidiary of Teleglobe, Inc. (global
communications, e-business services), from 1998 until 2000. From 1996 to 1997,
he was Vice President and Chief Financial Officer of Telco Communications Group,
Inc., and from 1985 to 1996, he was Vice President of Corporate Finance at the
Robinson-Humphrey Company, Inc. and Managing Director of R-H Capital Partners.

Jay J. Miller, Esq. has served as a director since 1983. He has been a
practicing attorney for more than 40 years in New York City. He is Chairman of
the Board of AmTrust Pacific Ltd., a New Zealand real estate company, and is a
director of AmTrust Financial Group, Inc., an insurance holding company, as well
as its affiliated insurance companies.

The Company's Board of Directors currently consists of eight persons,
two of whom are members of management and six of whom are non-management
directors. During the fiscal year ended January 31, 2003, the Board held five
meetings, each of which was attended by all of the directors then serving.

The Company's Board of Directors has Audit and Compensation Committees,
but does not have a Nominating Committee or a committee performing a similar
function. The Audit Committee currently consists of three non-management
directors, Donald Jones, Nicholas Merrick and W. Thorpe McKenzie. The Committee
reviews analyzes and may make recommendations to the Board of Directors with
respect to the Company's financial statements and controls. The Committee has
met and intends to meet from time to time with the Company's independent public
accountants to monitor their activities. The Compensation Committee consists of
Messrs. Henry

Luken and Jay J. Miller and is charged with reviewing and recommending the
compensation and benefits payable to the Company's senior executives. Mr. A.
John Leach is an ex-officio member of the Compensation Committee.

Audit Committee Report

The members of the committee are Nicholas Merrick, Chairman, Donald Jones and N.
Thorpe McKenzie. Each member of the committee is independent under the current
rules of The Nasdaq Stock Market, Inc. The committee operates under a written
charter adopted by the Board of Directors. The committee's responsibilities are
set forth in a written charter which is annexed as Exhibit A. The Board of
Directors is reviewing the charter to determine any necessary amendments to
comply with Section 10A of the Securities Exchange Act of 1934, as amended by
the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

The committee's responsibilities include oversight of the Company's independent
auditors and internal auditors as well as oversight of management's conduct in
the Company's financial reporting process. The committee also has sole authority
over the selection of the Company's independent auditors. The committee requests
shareholder authorization of its selection of Deloitte & Touche LLP.

The independent auditors are responsible for performing an independent audit of
the Company's consolidated financial statements in accordance with auditing
standards generally accepted in the United States of America and issuing a
report thereon. Management is responsible for the Company's financial reporting
process, including its system of internal controls, and for the preparation of
consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America. The committee's
responsibility is to monitor and review these processes. It is not the
committee's duty or responsibility to conduct audits or accounting reviews or
procedures. The committee has relied, without independent verification, on
management's representations that the financial statements have been prepared
with integrity and objectivity and in conformity with accounting principles
generally accepted in the United States of America and on the representations of
the independent auditors included in their report on the Company's financial
statements.

The committee has met and held discussions with management and independent
auditors. Management represented to the committee that the Company's
consolidated financial statements were prepared in accordance with accounting
principles generally accepted in the United States of America. The committee has
reviewed and discussed with management and the independent auditors the
disclosures made in "Management's Discussion and Analysis of Financial
Condition and Results of Operations," the consolidated financial statements,
and the matters required to be discussed by Statement on Auditing Standards
No.61, Communication with Audit Committees.

The Company's independent auditors also provided to the committee the written
disclosures and the letter required by Independent Standards Board Standard No.
1, Independence Discussions with Audit Committees, and the committee discussed
with the independent auditors that firm's independence.

The committee also considered whether non-audit services provided by the
independent auditors are compatible with the independent auditor's independence.

Based on the committee's discussions with management and the independent
auditors and the committee's review of the representation of management and the
report of the independent auditors to the Board of Directors, the committee
recommended to the Board of Directors that it include the audited consolidated
financial statements in the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 2003 for filing with the Nasdaq Stock Market Inc.

This report has been furnished by the members of the Audit Committee:

Nicholas Merrick, Chairman
Donald Jones
W. Thorpe McKenzie

Fees for all services provided by Deloitte & Touche LLP for fiscal year
2003 are as follows:

Audit Fees. Amounts billed by Deloitte & Touche LLP related to the 2003, audit
of annual financial statements and reviews of quarterly financial statements
filed in the report on Form 10-Q were approximately $314,900.

Financial Information Systems Design and Implementation Fees. No amounts were
billed by Deloitte & Touche LLP in fiscal 2003 for financial information systems
design and implementation services.

All Other Fees. Amounts billed by Deloitte & Touche LLP for all other
professional services in fiscal 2003 were approximately $20,000.

Executive Compensation
----------------------

The following table sets forth the compensation that Covista paid during the
fiscal years ended January 31, 2003, 2002 and 2001 to its Chief Executive
Officer and to each executive officer of Covista or person performing similar
functions whose aggregate remuneration exceeded $100,000, during said fiscal
years (the "Named Executives").

Summary Compensation Table

- -------------------------------------------------------------------------------------------------------------
NAME & FISCAL YEAR ANNUAL ANNUAL OTHER ANNUAL COMPENSATION ALL OTHER
PRINCIPAL ENDED COMPENSATION COMPENSATION COMPENSATION AWARDS COMPENSATION
POSITION JANUARY 31 SALARY ($) BONUS ($) ($) OPTIONS ($) ($)
- -------------------------------------------------------------------------------------------------------------

John Leach, 2003 $300,000 $150,000 $0 $0 $24,292 (3)
President & Chief 2002 $300,000 $400,000(2) $0 $0 $5,250 (4)
Executive Officer(1) 2001 $210,000 $0 $0 $0 $15,346 (5)
- -------------------------------------------------------------------------------------------------------------
Thomas P. Gunning, 2003 $155,000 $0 $0 $0 $11,320 (6)
Vice President, 2002 $155,000 $15,000 $0 $0 $11,085 (7)
Treasurer and 2001 $147,360 $0 $0 $0 $11,427 (8)
Secretary
- -------------------------------------------------------------------------------------------------------------
Kevin Alward, Chief 2003 $250,000 $125,000 $0 $0 $9,638 (9)
Operating Officer 2002 $235,577 $104,167 $0 $0 $3,567 (10)
- -------------------------------------------------------------------------------------------------------------

(1) Mr. Leach joined Covista on May 18, 2000.

(2) The amount shown includes a $250,000 bonus to Mr. Leach for the period from
05/01/00 to 04/30/01, but not paid until FY2002.

(3) The amount shown represents Covista's contributions under its 401(K)
Deferred Compensation and Retirement Savings Plan of $5,500, Covista's
group major medical benefit of $3,792 and $15,000 in reimbursement for
certain relocation expenses.

(4) The amount shown represents Covista's contribution under its 401(K)
Deferred Compensation and Retirement Savings Plan.

(5) The amount shown represents Covista's contribution under its 401(K)
Deferred Compensation and Retirement Savings Plan of $346 and $15,000 in
reimbursement for certain relocation expenses.

(6) The amount shown represents Covista's contributions under its 401(K)
Deferred Compensation and Retirement Savings Plan of $4,740, Covista's
group major medical benefit of $4,800 and $1,780 for the use of a Company's
vehicle for non-business purposes.

(7) The amount shown represents Covista's contribution under its 401(K)
Deferred Compensation and Retirement Savings Plan of $4,505; Covista
company auto expenses of $1,780; and Covista's group major medical benefit
of $4,800.

(8) The amount shown represents Covista's contribution under its 401(K)
Deferred Compensation and Retirement Savings Plan of $4,460, $2,167 for the
use of a Company's vehicle for non-business purposes and $4,800 for term
life insurance premiums.

(9) The amount shown represents Covista's contributions under its 401(K)
Deferred Compensation and Retirement Savings Plan of $4,518 and Covista's
group major medical benefit of $5,120.

(10) The amount shown represents Covista's contribution under its 401(K)
Deferred Compensation and Retirement Savings Plan.

Compensation Pursuant to Plans
------------------------------

401(K) Savings and Investment Plan
- ----------------------------------

On February 3, 1992, the Company adopted a 401 (K) Deferred
Compensation and Retirement Savings Plan for eligible hourly and salaried
employees, including officers, who may elect to contribute, subject to Internal
Revenue Code limitations, from 1% to 15% of their wages and salaries. The
contributions are currently invested in any one of six investments funds, each
of which has a different investment objective. An employee may contribute up to
$10,000 per year, and the Company will match 50% of the first 6% of the
employee's contribution

Option Plans
- ------------

In October, 1996, Covista adopted its 1996 Stock Option Plan; in
February, 2000 its 1999 Equity Incentive Plan; in February, 2002, its 2001
Equity Incentive Plan; and in December, 2002, its 2002 Equity Incentive Plan
(the "Option Plans"). The Option Plans provide that certain options granted
thereunder are intended to qualify as incentive stock options within the meaning
of Section 422A of the United States Internal Revenue Code, while non-qualified
options may also be granted under the Option Plans. Incentive stock options may
be granted only to employees of Covista, while non-qualified options may be
granted to non-executive directors, consultants and others as well as employees.

The Option Plans may be administered by the Compensation Committee of
Covista's Board of Directors. Covista has reserved for issuance 600,000 shares
of Common Stock under the 1996 Option Plan, 750,000 shares of Common Stock under
its 1999 Equity Incentive Plan, 900,000 under its 2001 Equity Incentive Plan and
750,000 under its 2002 Equity Incentive Plan.

No option may be transferred by an optionee other than by will or the
laws of descent and distribution, and during the lifetime of an optionee, an
option may be exercised only by him. In the event of termination of employment
other than by death or disability, the optionee will have one month (subject to
extension not to exceed an additional two months) after such termination during
which he may exercise his option. Upon termination of employment of an optionee
by reason of death or permanent total disability, his option remains exercisable
for one year thereafter to the extent it was exercisable on the date of such
termination. No similar limitation applies to non-qualified options.

Options under the Option Plans must be granted within 10 years from the
effective date of the respective Option Plan. Incentive stock options granted
under the Option Plans cannot be exercised later than 10 years from the date of
grant. Options granted under the Option Plans permit payment of the exercise
price in cash or by delivery to Covista of shares of Common Stock already owned
by the optionee having a fair market value equal to the exercise price of the
options being exercised, or by a combination of such methods of payment.
Therefore, an optionee may be able to tender shares of Common Stock to purchase
additional shares of Common Stock and may theoretically exercise all of his
stock options with no additional investment other than his original shares.

Any option which expires unexercised or that terminates upon an
employee's ceasing to be employed by Covista become available again for issuance
under the Option Plans.

Currently there are 1,673,556 options outstanding of which 1,429,556
are exercisable at prices ranging from $2.00 to $20.45 per share and 1,326,444
are available for future option grants under the Option Plans.

OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------

No options were granted to the executives of the Company during the
fiscal year ended January 31, 2003.

Aggregated Option Exercises in Last Fiscal Year
And Fiscal Year-End Option Values
---------------------------------

No options were exercised during the fiscal year ended January 31, 2003

Compensation of Directors
-------------------------

For the fiscal year ended January 31, 2003, each director who was not
an employee of Covista was entitled to receive a director's fee of $15,000 per
year, and to be reimbursed for out-of-pocket expenses incurred in connection
with attendance at meetings. Messrs. Miller and Genet received $3,750 each and
no other fees paid to the directors.

Employment Contracts
--------------------

As Covista's Chief Executive Officer, Mr. Leach had a three-year
employment agreement with Covista effective as of May 18, 2000, pursuant to
which Mr. Leach was paid base salary at the rate of $300,000 per annum during
fiscal 2001. Pursuant to this agreement, Mr. Leach was also entitled to receive
a signing bonus in the amount of $25,000 to cover relocation and other expenses.
To date, Mr. Leach has been paid only $15,000 of this amount. Mr. Leach is also
entitled to receive an annual bonus in an amount not to exceed 100 percent of
his then effective base salary, based upon Mr. Leach's attainment of annual
revenue and earnings targets as well as management goals set by the Board of
Directors. Mr. Leach was guaranteed a minimum bonus payment of $150,000 during
the first year of this agreement. Mr. Leach's contract was extended until May
18, 2004.

In connection with his appointment as Chief Executive Officer of
Covista, Mr. Leach was granted an option under Covista's 1996 Stock Option Plan
to purchase 288,000 shares of Covista Common Stock. The option granted to Mr.
Leach was scheduled to vest over a period of three years, in six equal
semi-annual installments, the first of which commenced on November 18, 2000. The
exercise price for the option was $14.25 and was based on the fair market value
of the Covista Common Stock on the date of the grant, and the options expire
after ten years. According to the agreement, in the event that the Covista
Common Stock did not close at or above $14.25 for at least 20 consecutive
trading days between May 18, 2000 and May 18, 2001, a new exercise price would
be calculated based on the average closing price of the Covista Common Stock for
the 40 trading days prior to May 18, 2001. In lieu of adjusting the exercise
price of Mr. Leach's options in the manner provided in his employment agreement,
on February 1, 2001 Covista granted to Mr. Leach an option to purchase 288,000
shares of Covista Common Stock, vesting over a period of three years, in six
equal semi-annual installments, the first of which commenced on August 1, 2001.
The exercise price for the option is $2.00 per share and is based on the fair
market value of the Covista Common Stock on the date of grant. The option
expires after a term of ten years.

As Covista's Chief Operating Officer, Mr. Alward had a two-year
employment agreement effective as of March 29, 2001, pursuant to which Mr.
Alward was paid an annual base salary of $250,000. Pursuant to this agreement,
Mr. Alward received a signing bonus in the amount of $24,000. Mr. Alward is also
entitled to receive an annual bonus in an amount not to exceed 100 percent of
his then effective base salary, based upon Covista's attainment of annual
revenue and earnings targets as well as management goals set by the Board of
Directors. Mr. Alward's agreement provides that he shall receive the same
percentage bonus as Mr. Leach. Mr. Alward is guaranteed a minimum bonus payment
of $125,000 for each year of this agreement. Mr. Alward's contract was extended
to March 29, 2004.

In connection with his appointment as Chief Operating Officer of
Covista, Mr. Alward was granted an option Under Covista's 2001 Equity
Incentive Plan to purchase 250,000 shares of Covista Common Stock. The option
granted to Mr. Alward vests over a period of five years, in ten equal
semi-annual installments, the first of which commenced on September 29, 2001.
The exercise price for the option is $2.00. By reason of provisions contained
in the Option Agreement, the option is now fully vested.

Compensation Committee Interlocks and Insider Participation

Jay J. Miller, a director of Covista, provided various legal services
for Covista during fiscal 2003. In fiscal 2003, Covista paid $57,481 to Mr.
Miller for services rendered and accrued during fiscal 2003. As of January 31,
2003, Covista had invoices payable to Mr. Miller totaling $41,085. Covista
believes that Mr. Miller's fees were reasonable for the services performed and
were no less favorable to Covista than could have been obtained from an
unrelated third party.

Report on Executive Compensation

The following report describes the policies pursuant to which
compensation was paid to executive officers of Covista for performance during
the fiscal year ended January 31, 2003.

Compensation Philosophy and Approach. Generally, Covista seeks to
attract, retain and motivate its executive officers through a combination of
base salary, incentive awards based upon individual performance, stock option
awards under the Company's Option Plans and otherwise. The Board of Directors
believes that a substantial portion of the aggregate annual compensation of each
executive officer should be influenced by the performance of Covista and the
individual contribution of the executive officer.

Base Salaries. The Board of Directors believes that the base salaries
of Covista's executive officers for fiscal 2003 were in line with those for
comparable positions within the telecommunications service and similar
industries. However, Covista has placed significant emphasis on incentive awards
and stock option grants as a means of motivating and rewarding its management.
The Board of Directors believes that this strategy provides optimal incentives
for management to create long-term stockholder value.

Incentive Compensation Payments. In addition to base pay, some of
Covista's senior executives (including its Chief Executive Officer) are eligible
to receive bonuses and stock option awards. Bonuses and stock options may be
awarded, based upon the individual performance of each executive officer at the
sole discretion of the Board of Directors. During, Fiscal Year 2003, Mr. Leach
received a bonus of $150,000 and Mr. Alward received a bonus of $125,000.

Compensation of the Chief Executive Officer. The compensation policies
applicable to Covista's Chief Executive Officer are similar to those applicable
to Covista's other executive officers. Mr. Leach had a three-year employment
agreement with Covista expiring in May 18, 2003, which agreement was extended
until May 18, 2004, pursuant to which Mr. Leach was paid base salary at the rate
of $300,000 per annum during fiscal 2003. For details, see "Employment
Contracts" above.

The Board of Directors believes that the overall compensation packages
provided to Covista's Chief Executive Officer compares favorably with
compensation paid for similar positions in the telecommunications service and
similar industries. Stock option grants were intended to provide a mechanism for
the Chief Executive Officer, along with other senior executive officers of
Covista, to benefit directly from the Company's performance.

Thus, a substantial portion of the Chief Executive Officer's total compensation
is tied directly to the creation of stockholder value.

Respectfully Submitted

THE COMPENSATION COMMITTEE

Henry G. Luken, III
Jay J. Miller

Stock Performance Chart

The following chart graphs the performance of the cumulative total return to
Covista's stockholders (stock price appreciation), assuming the reinvestment of
dividends, during the previous five years in comparison to returns of the NASDAQ
Stock Market (U.S.) Index and a peer group index. The chart assumes $100 was
invested at the close of trading on the last trading day preceding the first day
of the fifth preceding fiscal year in Covista Common Stock, the NASDAQ Stock
Market (U.S.) Index and the peer group. The peer group index used is the NASDAQ
Telecommunications Stock Index (the "Peer Group").

[PERFORMANCE GRAPH OMITTED]

COVISTA COMMUNICATIONS, INC.

[Graph]
Covista NASDAQ (US) Peer Group

1998 100 100 100
1999 117.949 156.494 178.767
2000 100.855 244.121 275.728
2001 10.470 171.058 148.004
2002 47.521 120.132 66.311
2003 24.376 82.779 39.106

The stock price performance depicted in the above graph is not necessarily
indicative of future price performance.

Section 16(a) Compliance

Section 16(a) of the Securities Exchange Act requires Covista's executive
officers and directors, and persons that own more than ten percent of Covista's
common stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Executive officers, directors and greater
than ten percent stockholders are required by Securities and Exchange Commission
regulations to furnish Covista with all copies of the forms they file pursuant
to Section 16(a).

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, Covista believes that during the fiscal year ended
January 31, 2003 all filing requirements were complied with in a timely fashion.

RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
-----------------------------------------------------

The Board of Directors of Covista, upon the recommendation of its Audit
Committee, has appointed Deloitte & Touche LLP to serve as independent public
accountants for Covista for the fiscal year ending January 31, 2004, subject to
ratification by Covista's shareholder's. Prior to taking this action, the Audit
Committee and Board considered the performance of Deloitte & Touche LLP in such
capacity since its original retention in 1962, its independence with respect to
services to be performed and professional reputation. If shareholders fail to
ratify such selection, the Board would reconsider the appointment. A
representative of Deloitte & Touche LLP shall be present at the Annual Meeting
to respond to appropriate questions and make a statement, if such representative
desires.

Assuming the presence of a quorum at the meeting, the affirmative vote
of the holders of a majority of the Covista shares present at the meeting in
person or by proxy is required to ratify the selection of the auditors. The
Board of Directors recommends that you vote for the ratification of the
selection of Deloitte & Touche LLP as Covista's independent auditors.

PROPOSALS OF
------------
SHAREHOLDERS FOR 2004 ANNUAL MEETING
------------------------------------

Proposals of shareholders intended to be presented for action at the
2004 Annual Meeting of Shareholders must be received at the Company's offices
not later than May 15, 2004 to be considered for inclusion in the Company's
proxy statement and form of proxy relating to that meeting. The provisions under
Rule 14a-8 of the Securities Exchange Act of 1934 shall apply to any such
submission.

ANNUAL REPORT
-------------

The Annual Report of the Company for the fiscal year ended January 31,
2003, including financial statements, is being mailed to shareholders together
with this Proxy Statement. No part of such Annual Report shall be regarded as
proxy soliciting material or as a communication by means of which any
solicitation is being or is to be made.

VOTING AND SOLICITATION OF PROXIES
----------------------------------

The solicitation of proxies in the accompanying form is made by the
Company's Board of Directors, and the cost thereof will be borne by the Company.
The Company may solicit proxies by mail, telephone, or telegraph. Brokerage
firms, custodians, banks, trustees, nominees or other persons holding shares in
their names, will be reimbursed for their reasonable expenses in forwarding
proxy materials to their principals.

As of the date of this Proxy Statement, the Board of Directors is not
aware of any other matter to be presented to the Meeting. In the event any other
matter is properly brought before the Meeting, it is intended that the persons
voting the accompanying proxy will vote the shares represented thereby in
accordance with their best judgment.

It is important that proxies be returned promptly. Therefore, whether
or not you plan to attend in person, you are asked to execute and return your
proxy in the enclosed, postage prepaid, envelope.

By Order of the Board of Directors.

Thomas P. Gunning,

November 13, 2003 Secretary

APPENDIX A
COVISTA COMMUNICATIONS, INC.

CHARTER OF THE AUDIT COMMITTEE
OF THE
BOARD OF DIRECTORS
OF
COVISTA COMMUNICATIONS, INC.

I. AUDIT COMMITTEE PURPOSE

The Audit Committee of the Board of Directors of Covista Communications, Inc.
(the "Company") is appointed by the Board of Directors to assist the Board of
Directors in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:

o Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting and legal
compliance.

o Monitor the independence and performance of the Company's independent
auditors.

o Provide an avenue of communication among the independent auditors,
management and the Board of Directors.

The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibility and it has direct access to the independent
auditors as well as anyone in the organization. The Audit Committee has the
ability to retain, at the Company's expense, special legal, accounting and other
consultants or experts it deems necessary in the performance of its duties.

II. AUDIT COMMITTEE COMPOSITION AND MEETING

Audit Committee members shall meet the requirements of the National Association
of Securities Dealers, Inc. The Audit Committee shall be comprised of three or
more directors as determined by the Board of Directors, each of whom shall be
independent nonexecutive directors, free from any relationship that would
interfere with the exercise of his or her judgment. All members of the Audit
Committee shall have a basic understanding of finance and accounting and be able
to read and understand fundamental financial statements, and at least one member
of the Audit Committee shall have accounting or related financial management
expertise.

Audit Committee members shall be appointed by the Board of Directors on
recommendation of a nominating committee. If an Audit Committee Chair is not
designated or present, the members of the Audit Committee may designate a Chair
by majority vote of the Audit Committee membership.

The Audit Committee shall meet at least three times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall prepare and/or approve
an agenda in advance of each meeting. The Audit Committee should meet privately
in executive session at least annually with management, the independent auditors
and as a committee to discuss any matters that the Audit Committee or each of
these groups believe should be discussed.

III. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

Review Procedures

1. Review and reassess the adequacy of this Charter at least annually. Submit
the Charter annually to the Board of Directors for approval and have the
document published at least every three years in accordance with the
Securities and Exchange Commission regulations.

A-1

2. Review the Company's annual audited financial statements prior to filing or
distribution. Review should include discussion with management and
independent auditors of significant issues regarding accounting principles,
practices and judgments.

3. In collaboration with the management and the independent auditors, consider
the integrity of the Company's financial reporting processes and controls.
Discuss significant financial risk exposures and the steps management has
taken to monitor, control and report such exposures. Review significant
findings prepared by the independent auditors, together with managements
responses, including the status of previous recommendations.

Independent Auditors

4. The independent auditors are ultimately accountable to the Audit Committee
and the Board of Directors. The Audit Committee shall review the
independence, and performance of the auditors and annually recommend to the
Board of Directors the appointment of the independent auditors or approve
any discharge of auditors when circumstances warrant.

5. Approve the fees and other significant compensation to be paid to the
independent auditors.

6. On an annual basis, the Audit Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company that may impair the auditors' independence.

7. Review the independent auditors audit plan - discuss scope, staffing,
locations, reliance upon management and internal audit, and general audit
approach.

8. Prior to releasing the year-end earnings, discuss the results of the audit
with the independent auditors. Discuss certain matters required to be
communicated to audit committees generally in accordance with the American
Institute of Certified Public Accountants Statement of Auditing Standards
No. 61.

9. Consider the independent auditors' judgment about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.

Legal Compliance

10. On at least an annual basis, review with the Company's counsel, any legal
matters that could have a significant impact on the organization's
financial statements, the Company's compliance with applicable laws and
regulations and inquiries received from regulators or governmental
agencies.

Other Audit Committee Responsibilities

11. Annually prepare a report to shareholders as required by the Securities and
Exchange Commission. The report should be included in the Company's annual
proxy statement.

12. Perform any other activities consistent with this Charter, the Company's
By-laws and governing law, as the Audit Committee or the Board of Directors
deems necessary or appropriate.

13. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

Other Optional Charter Provisions:

14. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.

15. Periodically perform self-assessment of Audit Committee performance.

16. Review financial and accounting personnel succession planning within the
Company.

A-2

17. Annually review policies and procedures as well as audit results associated
with directors' and officers' expense accounts and perquisites. Annually
review a summary of directors' and officers' related party transactions and
potential conflicts of interest.

A-3

Appendix 1

COVISTA COMMUNICATIONS, INC.
2003
ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints A. JOHN LEACH and THOMAS P. GUNNING, or
either of them, attorneys and proxies with full power of substitution and with
all the powers the undersigned would possess if personally present, to vote all
stock of the undersigned in COVISTA COMMUNICATIONS, INC, at the 2003 Annual
Meeting of Shareholders, to be held on December 16, 2003 at 10:00 A.M. EST at
721 Broad St., Chattanooga, TN 37402 or at any adjourned session thereof. Said
proxies are directed to vote the shares the undersigned would be entitled to
vote upon the following matters, more fully described in the accompanying Proxy
Statement:

(1) Election of Directors

The election of eight directors to serve for a term of one
year and until their successors are duly elected and
qualified:

( ) FOR all nominees (except ( ) WITHHOLD AUTHORITY
as authority is withheld to vote for all nominees
by striking a line through
the nominee's name)

Kevin Alward Henry Luken III
Leon Genet W. Thorpe McKenzie
Donald Jones Nicholas Merrick
A. John Leach Jay J. Miller

(2) Ratification of the selection of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending January 31, 2004.

( ) FOR ( ) AGAINST

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH ABOVE. IF NO INSTRUCTIONS ARE GIVEN, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS, FOR THE
PROPOSAL SET FORTH IN (2) ABOVE, AND, IN THEIR DISCRETION, AS TO ANY OTHER
MATTER PROPERLY BROUGHT BEFORE THE MEETING.

Dated:____________________, 2003

--------------------------------

--------------------------------
Signature(s) of Shareholder(s)

Please sign exactly as name or names appear hereon. Kindly sign and return this
proxy immediately. No postage required if mailed in the United States in the
accompanying envelope.

THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT