Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MORGENS WATERFALL VINTIADIS & CO INC
2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2010
3. Issuer Name and Ticker or Trading Symbol
PRIMUS TELECOMMUNICATIONS GROUP INC [PMUG]
(Last)
(First)
(Middle)
600 FIFTH AVENUE, 27TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10020
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock $0.001 par value ("Common Stock") 900,000
I
See FN (1) (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (Right to Purchase) 07/21/2010 07/01/2014 Common Stock 47,778 $ 12.22 I See FN (4)
Warrants (Right to Purchase) 07/21/2010 07/01/2014 Common Stock 47,778 $ 16.53 I See FN (5)
Warrants (Right to Purchase) 07/21/2010 07/01/2014 Common Stock 47,778 $ 20.5 I See FN (6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MORGENS WATERFALL VINTIADIS & CO INC
600 FIFTH AVENUE
27TH FLOOR
NEW YORK, NY 10020
    X    

Signatures

Morgens, Waterfall, Vintiadis & Co., Inc., /s/ Edwin H. Morgens, Attorney-in-fact 07/21/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The shares of Common Stock to which this note relates are held directly by Phaeton International (BVI) Ltd. ("Phaeton"), with respect to 330, 900 shares; Phoenix Partners, L.P. ("Phoenix"), with respect to 516,600 shares, and Phoenix Partners II, L.P. ("Phoenix II" and collectively with Phaeton and Phoenix, the "Advisory Clients"), with respect to 52,500 shares.
(2) Morgens, Waterfall, Vintiadis & Company, Inc. ("Morgens Waterfall") serves as the investment adviser to, and provides discretionary investment advisory services to, the Advisory Clients. Edwin H. Morgens is the Chairman of Morgens Waterfall.
(3) The Advisory Clients, Morgens Waterfall and Edwin H. Morgens disclaim beneficial ownership of any of the securities to which this Form 3 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), except as to such securities in which such person may be deemed to have a pecuniary interest pursuant to the Act.
(4) Each Warrant to which this note relates entitles the holder to purchase one share of Common Stock at a price of $12.22. Phaeton directly holds 16,574 of such Warrants, Phoenix directly holds 27,654 of such Warrants and Phoenix II directly holds 3,550 of such Warrants.
(5) Each Warrant to which this note relates entitles the holder to purchase one share of Common Stock at a price of $16.53. Phaeton directly holds 16,574 of such Warrants, Phoenix directly holds 27,654 of such Warrants and Phoenix II directly holds 3,550 of such Warrants.
(6) Each Warrant to which this note relates entitles the holder to purchase one share of Common Stock at a price of $20.50. Phaeton directly holds 16,574 of such Warrants, Phoenix directly holds 27,654 of such Warrants and Phoenix II directly holds 3,550 of such Warrants.

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