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                            Before the
                Federal Communications Commission
                      Washington, D.C. 20554

In the Matter of                )
                                )
SSI Atlantic Crossing LLC       )
                                )       File No. SCL-97-002
Application for a license to land and operate)
in the United States a digital submarine cable)
system extending between the United States)
and the United Kingdom and Germany)


                      CABLE LANDING LICENSE


   Adopted:  September 22, 1997         Released:  September 23, 1997

By the Chief, Telecommunications Division:

     1.  In this Order, we grant the application of SSI Atlantic Crossing, LLC, ("SSI") under the Cable
Landing License Act for authority to land and operate a digital fiber optic submarine cable system to be
called "Atlantic Crossing" or "AC-1," extending between the United States and the United Kingdom and
Germany.  This system will be operated on a non common carrier basis.  We find that SSI has provided
sufficient information under our rules to comply with the Cable Landing License Act and therefore grant
the cable landing license subject to the conditions listed below.

                         The Application

     2.  SSI, a limited liability company organized and existing under the laws of the state of
Delaware, is a wholly owned subsidiary of SSI Atlantic Crossing Holdings LLC ("AC Holdings"), a
Delaware limited liability company.  AC Holdings is a wholly owned subsidiary of Submarine Systems
International, Ltd., a Delaware corporation, which is now a wholly owned subsidiary of Tyco
International Limited ("Tyco"), a Bermuda corporation. 

     3.   SSI will own the portion of AC-1 that is one-half mile beyond the U.S. territorial limit to and
including the U.S. cable station.  The cables will land at a manhole on Fire Island in Brookhaven
Township, New York, and will be connected to a new cable station 8.7 miles away on Precision Drive,
where the cable system's terminal equipment will be installed.  Global Telesystems Ltd. ("GT Ltd."), a
Bermuda corporation a majority of whose equity is owned by U.S. interests, will own and operate the
portion of the cable system located in international waters, and wholly owned subsidiaries of GT Ltd.
will own and operate the portions of the system located within the United Kingdom and Germany.

     4.  The AC-1 System will employ optically amplified fiber cable operating at 10 gigabits per
second ("Gbps") per fiber pair on four fiber pairs.  This cable will feature wavelength division
multiplexing and will connect the countries involved in a "self-healing ring network."

     5.   SSI proposes to operate the AC-1 System as a non common carrier system in which capacity
will not be sold indifferently to the user public.  SSI will offer bulk capacity in the AC-1 system on the
basis of indefeasible rights of user or leases of capacity.  The applicant states that capacity on the system
will be assigned pursuant to "individualized decisions," and the offering of bulk capacity will be made
only to a "significantly restricted" class of users.

                             Comments

     6.  The application was placed on public notice on May 16, 1997.  Atlantic Express
Communications II, Ltd., L.C. ("Atlantic Express") filed a petition to deny, but that petition to deny was
received after the filing deadline, June 13, 1997.  We therefore grant SSI's request to dismiss Atlantic
Express's filing.  In any event, subsequent filings by SSI sufficiently address Atlantic Express's concerns
regarding its affiliation with a Bermuda company.  Pursuant to Section 1.767(b) of the Commission's
rules, the Cable Landing License Act, and Executive Order No. 10530, we informed the Department of
State of the application.  The Department of State, after coordinating with the National
Telecommunications and Information Administration and the Department of Defense, stated that it has
no objection to issuance of the cable landing license.

                            Discussion

     7.  SSI requests a license under the Commission's private submarine cable policy, which is
intended to promote competition in the provision of international transmission facilities.  Pursuant to
this policy, the Commission has authorized non common carrier cables where (1) there is no legal
compulsion to serve the public indifferently and (2) there are no reasons implicit in the nature of the
operations to expect an indifferent holding-out to the eligible user public.

     8.  The Commission has previously concluded that, particularly in the North Atlantic region,
private cable systems introduce meaningful competition that benefits consumers.  Because of the
sufficient availability of common carrier circuits on existing and future cables and satellite circuits
between the United States and the United Kingdom and between the United States and Germany, there
is no public interest reason to require that the applicant's proposed cable facilities be provided on a
common carrier basis.

     9.  Regarding the second prong of the test, SSI states in its application that capacity will not be
sold indifferently to the user public.  Instead, capacity will be assigned pursuant to "individualized
decisions," and bulk capacity will be offered to a "significantly restricted" class of users.  Thus, there is
no reason to expect that capacity in the proposed cable system would be held out to the public
indifferently.  

     10.  Based on the above analysis, we conclude that SSI will not offer capacity in AC-1 to the
public on a common carrier basis and that the public interest does not require that it do so.  Accordingly,
we find that the applicant will not provide a telecommunications service for a fee to such class of users
as to be "effectively available directly to the public" and thus will not be a "telecommunications carrier"
under the 1996 Act.  We therefore conclude that it is appropriate to license the AC-1 System on a
non common carrier basis.

     11.  SSI has provided the ownership information required by Section 1.767(a)(6), Section
63.18(e)(6), and Section 63.18(h) of the Commission's rules.  Although applicant is ultimately a wholly
owned subsidiary of Tyco, a Bermuda corporation, Tyco is a publicly held corporation, and a substantial
majority of its shareholders are U.S. citizens and companies.  The only shareholder with a ten percent or
greater share of the outstanding stock of Tyco is Fidelity Management and Research Company, a mutual
fund company that is incorporated in Massachusetts.  Fidelity is wholly owned by FMR Corp, another
Massachusetts corporation.  Thus, no foreign ownership concerns are raised by the application, and we
find that there is no reason to conduct an effective competitive opportunities analysis or any reciprocity
analysis pursuant to section 2 of the Cable Landing License Act.
  
     12.  SSI has complied with Section 1.767(a)(5) of the Commission's rules by providing, with its
application, specific descriptions, including maps, of the cable landing locations on the shore of the
United States, the United Kingdom, and Germany.  This license is therefore not subject to any further
public notice or Commission approval of the cable system's landing points pursuant to the procedure in
Section 1.767(a)(5).

     13.  Based on the information provided by the applicant and pursuant to the Commission's
procedures implementing the National Environmental Policy Act of 1969, we conclude that the grant of
the requested authorization would not significantly affect the environment.  Consequently, SSI is not
required to submit an environmental assessment, and this application is categorically excluded from
environmental processing.

     14.  Accordingly, we conclude that U.S. interests under the Cable Landing License Act will be
served by grant of the license to SSI as conditioned below.

                         Ordering Clauses

     15.  Consistent with the foregoing and pursuant to the Cable Landing License Act and Executive
Order 10530, we hereby GRANT AND ISSUE SSI Atlantic Crossing LLC a license to land and operate a
non common carrier cable system consisting of fiber optic submarine cables (operating at 10 Gbps per
fiber pair on four fiber pairs) extending from the United States to the United Kingdom and from the
United States to Germany.  This grant is subject to all rules and regulations of the Federal
Communications Commission; any treaties or conventions relating to communications to which the
United States is or may hereafter become a party; any action by the Commission or the Congress of the
United States rescinding, changing, modifying, or amending any rights accruing to any person hereunder;
and the following conditions:

          (1)  The location of the cable system within the territorial waters of the United States of
     America, its territories and possessions, and upon its shore shall be in conformity with plans
     approved by the Secretary of the Army, and the cables shall be moved or shifted by the Licensee
     at its expense upon the request of the Secretary of the Army whenever he or she considers such
     course necessary in the public interest, for reasons of national defense, or for the maintenance or
     improvement of harbors for navigational purposes;

          (2)  The Licensee shall at all times comply with any requirements of United States government
     authorities regarding the location and concealment of the cable facilities, buildings, and
     apparatus for the purpose of protecting and safeguarding the cables from injury or destruction by
     enemies of the United States of America;

          (3)  The Licensee or any persons or companies controlling it, controlled by it, or under direct or
     indirect common control with it does not enjoy and shall not acquire any right to handle traffic to
     or from the United States, its territories, or its possessions unless such service be authorized by
     the Commission pursuant to Section 214 of the Communications Act, as amended;

          (4)  The Licensee or any persons or companies controlling it, controlled by it, or under direct or
     indirect common control with it shall not acquire or enjoy any right for the purpose of handling
     or interchanging traffic to or from the United States, its territories, or its possessions to land,
     connect, or operate cables or land lines, to construct or operate radio stations, or to interchange
     traffic, that is denied to any other United States company by reason of any concession, contract,
     understanding, or working arrangement to which the Licensee or any persons controlling it,
     controlled by it, or under direct or indirect common control with it are parties;

          (5)  Neither this license nor the rights granted herein shall be transferred, assigned, or in any
     manner either voluntarily or involuntarily disposed of or disposed of indirectly by transfer of
     control of the Licensee to any persons, unless the Federal Communications Commission shall
     give prior consent in writing;

          (6)  The Commission reserves the right to require the Licensee to file an environmental
     assessment or environmental impact statement should it determine that the landing of the cables
     at those locations and construction of necessary cable landing stations would significantly affect
     the environment within the meaning of Section 1.1307 of the Commission's procedures
     implementing the National Environmental Policy Act of 1969; this license is subject to
     modification by the Commission upon its review of any environmental assessment or
     environmental impact statement that it may require pursuant to its rules;

          (7)  The Licensee shall maintain no less than a 50-percent ownership interest and voting control
     share in the portion of the cables located in U.S. territorial waters and 100-percent ownership in
     the cable stations in the United States and in the U.S. land portion of the cables from the stations
     to the U.S. beach joint of the submerged portion of the cables;

          (8)  The Licensee shall, by application, obtain Commission approval prior to the sale or transfer
     to a foreign entity of five percent or more in the aggregate of direct or indirect ownership in the
     licensee;

          (9)  This license is revocable by the Commission after due notice and opportunity for hearing
     pursuant to section 2 of "An Act Relating to the Landing and Operation of Submarine Cables in
     the United States," 47 U.S.C.  35, or for failure to comply with the terms of the authorizations;

          (10)  The Licensee shall notify the Commission in writing of the date on which the cable is
     placed in service, and this license shall expire 25 years from such date, unless renewed or
     extended upon proper application, and, upon expiration of this license, all rights granted under it
     shall be terminated; and

          (11)  The terms and conditions upon which this license is given shall be accepted by the Licensee
     by filing a letter with the Secretary, Federal Communications Commission, Washington, D.C.
     20554, within 30 days of the release of the cable landing license.

     16.  This Order is issued under Section 0.261 of the Commission's rules, 47 C.F.R.  0.261, and
is effective upon release.  Petitions for reconsideration under Section 1.106 or applications for review
under Section 1.115 of the Commission's rules, 47 C.F.R.  1.106, 1.115, may be filed within 30 days of
the date of public notice of this order (see 47 C.F.R.  1.4(b)(2)).

                              FEDERAL COMMUNICATIONS COMMISSION 




                              Diane J. Cornell
                              Chief, Telecommunications Division
                              International Bureau