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                                Before the
                     FEDERAL COMMUNICATIONS COMMISSION
                          Washington, D.C.  20554
                                                                           DA 97-2091
In the Matter of                                    )
                                                    )
EXCEL TELECOMMUNICATIONS, INC.       )
TELCO HOLDINGS,  INC.                        )      
LONG DISTANCE WHOLESALE CLUB         )
                                                    )
Application for authority, pursuant to              )  File No. ITC-97-375-TC    
Section 214 of the Communications Act of     )
1934, as amended, to transfer control of three      )                      
authorized international carriers.                  )

                         MEMORANDUM OPINION, ORDER
                             AND AUTHORIZATION

Adopted:  September 25, 1997                 Released: September 30, 1997   

By the Chief, Telecommunications Division:

               1.     Excel Communications, Inc. (EXCEL) and Telco Communications
Group, Inc. (Telco), pursuant to Section 214 of the Communications Act of 1934, as
amended, submitted the above-captioned application requesting authority to transfer control of
EXCEL and Telco to a new holding company, New RES, Inc. (New RES).  The application
was placed on public notice on July 16, 1997.  No comments were received.

               2.     EXCEL, a publicly-traded Delaware corporation, is the parent company
of EXCEL Telephone, Inc., which, in turn, is the parent company of EXCEL
Telecommunications, Inc., which is authorized to provide international switched voice services
between the United States and overseas points.    Telco, a publicly-traded Virginia
corporation, also provides, through its subsidiaries, Telco Holdings, Inc. and Long Distance
Wholesale Club, a variety of domestic and international communications services.   New
RES, Inc. has been created as a subsidiary of EXCEL. 
               3.     The Boards of Directors of EXCEL and Telco have determined that it
would be in the best interest of both companies to merge the two entities into subsidiaries of
New RES.  Accordingly, the two companies have entered into an Agreement and Plan of
Merger, whereby EXCEL and Telco will merge into two subsidiaries of New RES and both
will survive and continue to operate their subsidiaries as they have in the past  At or prior to
the completion of these transactions, the corporate name of New RES will become "EXCEL 
Communications, Inc." and the current EXCEL will change its name..

               4.     Upon consideration of the application and in view of the foregoing, we
conclude that consent to transfer control of EXCEL and Telco to New RES will serve the
public interest, convenience and necessity.

               5.     Accordingly, IT IS ORDERED that the application of EXCEL and
Telco, File No. ITC-97-375-TC IS GRANTED, and the transfer of control of EXCEL and
Telco to New RES is authorized.

               6.     IT IS FURTHER ORDERED that all terms and conditions of any
Commission orders granting authority to any subsidiary of EXCEL or Telco 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