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                            Before the
                FEDERAL COMMUNICATIONS COMMISSION
                     Washington, D.C.  20554
                                                  DA 97-2049
In the Matter of                             )
                                        )
ITJ AMERICA, INC.                       )
                                        )    
Application for authority, pursuant to Section 214          )  File No. ITC-97-416-TC     
of the Communications Act of 1934, as amended,         )
to transfer control of an authorized international          )              
carrier.                                )

                    MEMORANDUM OPINION, ORDER
                        AND AUTHORIZATION

Adopted:  September 19, 1997       Released:  September 23, 1997    

By the Chief, Telecommunications Division:

          1.   International Telecom Japan Inc. (ITJ), ITJ America Inc. (ITJ America)
and Japan Telecom Co. Ltd. (Japan Telecom) , pursuant to Section 214 of the Communications
Act of 1934, as amended, submitted the above-captioned application requesting authority to
transfer control of ITJ America from ITJ to Japan Telecom.  The application was placed on
public notice on July 30, 1997.  No comments were received.

          2.   ITJ America,  a United States corporation, is authorized to resell non-
interconnected private lines between the United States and Japan.  ITJ America also holds global
authority to provide facilities-based and resale services between the United States and overseas
points excluding Japan.  ITJ America is a wholly-owned subsidiary of ITJ, one of the three
Japanese international facilities-based common carriers.  Japan Telecom is a domestic facilities-
based long distance carrier in Japan.  ITJ and Japan Telecom have agreed to merge in order to
create an entity capable of providing both international and domestic long distance services. 
Japan Telecom will be the entity surviving the merger.  ITJ will be dissolved.  ITJ America will
remain the holder of the Section 214 authorizations and will become a wholly-owned subsidiary
of Japan Telecom.  ITJ America will then be renamed Japan Telecom America Inc.

          3.   Upon consideration of the application and in view of the foregoing, we
conclude that consent to transfer control of ITJ America from ITJ to Japan Telecom will serve
the public interest, convenience and necessity.

          4.   Accordingly, IT IS ORDERED that the application of ITJ America, ITJ
and Japan Telecom, File No. ITC-97-416-TC IS GRANTED, and the transfer of control of ITJ
America from ITJ to Japan Telecom is authorized.

          5.   IT IS FURTHER ORDERED that all terms and conditions of any
Commission orders granting authority to ITJ America 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