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

In the Matter of
                                   )
USLD COMMUNICATIONS, INC.               )
                                   )
Application for authority, pursuant to            )    File No. ITC-97-608-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 24, 1997          Released:  November 28, 1997

By the Chief, Telecommunications Division:

          1.   USLD Communications Corporation (USLD) and LCI International, Inc. (LCI),
pursuant to Section 214 of the Communications Act of 1934, as amended, submitted the above-captioned
application requesting authority to transfer control of USLD Communications, Inc. (USLDI) from USLD
to LCI.  The application was placed on public notice on October 17, 1997.   No comments were received.

          2.   USLDI, a wholly-owned subsidiary of USLD, is authorized to provide international
resale services between the United States and international points.  LCI does not hold Section 214 authority,
but its subsidiary, LCI International Telecom Corp., is authorized to provide a variety of international
communications services.  On September 18, 1997, LCI and USLD entered into an Agreement and Plan of
Merger, pursuant to which LCI will acquire USLD by purchasing all the outstanding shares from its current
shareholders.  The transfer will be accomplished by a merger of USLD with a subsidiary of LCI formed for
the purpose of this transaction.  USLD will be the surviving entity.  Because USLDI is a wholly-owned
subsidiary of USLD, it will become an indirect wholly-owned subsidiary of LCI.

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

          4.   Accordingly, IT IS ORDERED that the application of USLD and LCI, File No. ITC-
97-608-TC IS GRANTED, and the transfer of control of USLDI from USLD to LCI is authorized.

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