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                            Before the
                FEDERAL COMMUNICATIONS COMMISSION
                     Washington, D.C.  20554
     DA 97-1322
     
  In the Matter of     )
          )
 COM TECH INTERNATIONAL CORP.)
    Transferor,)
     )
  and)
           )  
  CIRCLE INTERNATIONAL)
     COMMUNICATIONS, INC.)
    Transferee,  )
        )
 Application for authority,)  File No. I-T-C-97-259-TC    
 pursuant to Section 214 of  )
 the Communications Act of)
1934, as amended, to transfer )
  control of an authorized)
  international carrier.)

                    MEMORANDUM OPINION, ORDER
                        AND AUTHORIZATION

   Adopted: June 20, 1997 Released: June 25, 1997   

By the Chief, Telecommunications Division:

      1.Com Tech International Corp. (Com Tech) and Circle
International Communications, Inc. (Circle), pursuant to Section
214 of the Communications Act of 1934, as amended, submitted the
above-captioned application requesting authority to transfer
control of Com Tech to Circle.  The application was placed on
public notice on May 16, 1997.  No comments were received.

      2.Com Tech, a privately-held Washington corporation,
is a certified international communications carrier, authorized
to provide a variety of facilities-based and resale services
between the United States and various overseas points.  Circle,
a Delaware corporation, was formed for the purpose of
effectuating the proposed transfer.  It is not authorized to
provide international communications services.
      3.Com Tech and Circle have determined that
establishing Com Tech as a wholly-owned subsidiary of Circle will
enable Com Tech to enhance its ability to obtain additional
financing and improve its marketing position, to the ultimate
benefit of Com Tech's customers.  Com Tech and Circle have
executed an Acquisition Agreement whereby Circle will purchase
100% of Com Tech's outstanding stock in exchange for cash and
Circle common stock.  

      4.Upon consideration of the application and in view
of the foregoing, we conclude that consent to transfer control of
Com Tech to Circle will serve the public interest, convenience
and necessity.

      5.Accordingly, IT IS ORDERED that the application of
Com Tech and Circle, File No. I-T-C-97-259-TC IS GRANTED, and the
transfer of control of Com Tech to Circle is authorized.

      6.IT IS FURTHER ORDERED that all terms and
conditions of any Commission orders granting authority to Com
Tech to provide common carrier services remain in effect.

      7. This Order is issued under Section 0.261 of the
Commission's Rules and is effective upon adoption.  Petitions for
reconsideration under Section 1.106 or applications for review
under Section 1.115 of the Commission's Rules may be filed within
30 days of the date of public notice of this Order (see Section
1.4(b)(2)).

     FEDERAL COMMUNICATIONS COMMISSION



     Diane J. Cornell
     Chief, Telecommunications Division
     International Bureau