********************************************************    
                         NOTICE
********************************************************

This document was converted from
WordPerfect to ASCII Text format.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page numbers
will not show up in this text version.

All text attributes such as bold, italic, underlining, etc. from
the
original document will not show up in this text version.

Features of the original document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
WordPerfect version or Adobe Acrobat version, if available.

*****************************************************************
                            Before the
                FEDERAL COMMUNICATIONS COMMISSION
                     Washington, D.C.  20554
     DA 97-1323
  In the Matter of     )
          )
    WORLDCOM, INC.)
    Transferor,)
     )
  and)
           )  
  STRATOS WIRELESS, INC.)
    Transferee,  )
        )
 Application for authority,)  File No. I-T-C-97-234-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 24, 1997Released: June 25, 1997  

By the Chief, Telecommunications Division:

      1.WorldCom, Inc. (WorldCom), Stratos Wireless, Inc.
(STRATos Wireless) and IDB Mobile Communications, Inc. (IDB
Mobile), pursuant to Section 214 of the Communications Act of
1934, as amended, submitted the above-captioned application
requesting authority to transfer WorldCom's 50% interest in IDB
Mobile to Stratos.  The application was placed on public notice
on May 2, 1997.  On May 30, 1997, AT&T Corp. (AT&T) filed
Comments in Opposition.  However, AT&T withdrew its opposition in
exchange for the conditions set forth in paragraph 8 infra.  

      2.IDB Mobile is a U.S. facilities-based provider of
international mobile satellite services (MSS) via the INMARSAT
satellite system.  Stratos Wireless, a Canadian corporation,
currently owns 50% of IDB Mobile's capital stock through a
wholly-owned subsidiary, TII Aeronautical Corp. (TIIA).  The
other 50% of IDB Mobile's capital stock is currently owned by
WorldCom through a wholly-owned subsidiary, IDB WorldCom, Inc.
(IDB WorldCom).  Neither of the two owners has affirmative
control over IDB Mobile.  Stratos Wireless and WorldCom have
signed an agreement whereby the former would acquire the other
50% of IDB Mobile's capital stock.  IDB Mobile would become a
wholly-owned subsidiary of Stratos Wireless. IDB Mobile's
principle business is the provision of MSS over the INMARSAT
satellite system, including the U.S.-Canada route.  IDB Mobile is
also authorized to provide international resale services,
including switched and private line services, between the United
States and international points, excluding Canada.

      3.Stratos wireless acquired its wholly-owned
subsidiary, TIIA, from Teleglobe, Inc. (Teleglobe), the Canadian
signatory to INMARSAT.   Stratos Wireless has also entered into
an agreement to manage Teleglobe's INMARSAT facilities in Canada. 
However, Teleglobe owns 30% of Stratos Wireless' capital stock. 
Therefore, the requested transfer of control will result in an
affiliation between Teleglobe and IDB Mobile through its indirect
ownership of 30% of IDB Mobile's capital stock.  

      4.While it is clear that Teleglobe's subsidiary,
Teleglobe Canada, Inc. (TGC), does have market power in Canada,  
the Commission has previously found that MSS does not fit the
traditional half-circuit model.  A key difference between the
global MSS and IMTS markets is that in the MSS industry,
distribution in monopoly foreign markets will not necessarily be
accomplished through a monopoly carrier.  In the case of
Cruisephone, another provider of INMARSAT services, the
Commission said that the company's affiliation with the monopoly
carrier did not provide it with an opportunity to discriminate
against other U.S. carriers because it was not using any of the
facilities of the foreign monopoly carrier.

      5.Upon consideration of the application and in view
of the foregoing, we conclude that consent to the transfer of the
other 50% of IDB Mobile's capital stock, and thus affirmative
control of IDB Mobile to Stratos Wireless will serve the public
interest, convenience and necessity.

      6.Accordingly, IT IS ORDERED that the application of
WorldCom and Stratos Wireless, File No. I-T-C-97-234-TC IS
GRANTED, and the transfer of affirmative control of IDB Mobile is
authorized.

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

      8.IT IS FURTHER ORDERED that with respect to any
non-MSS services to be provided by IDB Mobile, the company shall
observe the following conditions:  (1) IDB Mobile shall file with
the Commission any written or oral agreements entered into with
Teleglobe relating to routing of U.S. traffic through Teleglobe's
facilities; and (2) IDB Mobile shall purchase or obtain
Teleglobe's services at published rates.
      9.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