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                            Before the
                FEDERAL COMMUNICATIONS COMMISSION
                     Washington, D.C.  20554
     DA 97-1477
  In the Matter of      )
           )
  ST LONG DISTANCE, INC. )
 d/b/a SUNFLOWER LONG DISTANCE )
         )
 Application for authority, )  File No. I-T-C-97-284-TC    
 pursuant to Section 214 of   )
 the Communications Act of )
1934, as amended, to transfer  )
 control of a company holding )
 a Section 214 authorization. )

                    MEMORANDUM OPINION, ORDER
                        AND AUTHORIZATION

   Adopted: July 14, 1997Released: July 16, 1997     

By the Chief, Telecommunications Division:

      1.ST Long Distance, Inc. d/b/a Sunflower Long
Distance (STL), pursuant to Section 214 of the Communications Act
of 1934, as amended, submitted the above-captioned application
requesting authority to transfer control of STL from Fleet
Venture Resources, Inc. and Fleet Equity Partnership VI L.P.
(collectively Fleet) to the shareholders of MJD Communications,
Inc. (MJD).   The application was placed on public notice on May
29, 1997.  No comments were received.

      2.STL, a Delaware corporation, is authorized to
provide international switched message services between the
United States and various overseas points.  STL is an indirect
wholly-owned subsidiary of MJD.  MJD, a Delaware corporation, is
a holding company which owns rural telephone and other
communications interests.  At present, Fleet holds 63.76% of the
voting stock of MJD.  Thus, Fleet is the indirect owner of 63.76%
of STL.  Fleet proposes to redeem its voting stock.  Therefore,
upon completion of the transaction, all of the voting stock of
MJD will be common stock and no single shareholder will hold 50%
of the voting stock of MJD.  

      3.Upon consideration of the application and in view
of the foregoing, we conclude that consent to transfer control of
STL from Fleet to the shareholders of MJD will serve the public
interest, convenience and necessity.   
      4.Accordingly, IT IS ORDERED that application File
No. I-T-C-97-284-TC IS GRANTED, and the transfer of control of
STL from Fleet to the shareholders of MJD is authorized.

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

      6. 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