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

In the Matter of
                                     )
COMMUNICATIONS BUYING GROUP, INC.    )
                                     )
Application for authority, pursuant to      )   File No. ITC-97-559-TC
Section 214 of the Communications Act of)
1934, as amended, to transfer control of an )
authorized international carrier.    )


              MEMORANDUM OPINION, ORDER  AND AUTHORIZATION


   Adopted:  November 13, 1997                                         Released:  November 18, 1997

By the Chief, Telecommunications Division:

              1.      ICG Telecom Group, Inc. (ICG) and Communications Baying Group, Inc. (CBG),
pursuant to Section 214 of the Communications Act of 1934, as amended, submitted the above-captioned
application requesting authority to transfer control of CBG to ICG.  The application was placed on public
notice on September 24, 1997.  No comments were received.

              2.      ICG, a Colorado corporation, and CBG, an Ohio corporation, are both authorized
to provide resold communications services between the United States and various overseas points.  The
parties have agreed to the purchase by ICG of 100% of the outstanding shares of stock of CBG.  CBG
will become a wholly-owned subsidiary of ICG.

              3.      Upon consideration of the application and in view of the foregoing, we conclude
that consent to transfer control of CBG to ICG  will serve the public interest, convenience and necessity.

              4.      Accordingly, IT IS ORDERED that the application of ICG and CBG,  File No.
ITC-97-559-TC IS GRANTED, and the transfer of control of CBG to ICG is authorized.

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