NOTICE


*****************************************************************
********
             

                         NOTICE


*****************************************************************
********

This document was originally prepared in Word Perfect.  

If the original document contained--

                    *  Footnotes
                    *  Boldface & Italics

--this information  is missing in this version

The document format (spacing, margins, tabs, etc.) is changed
too.

If you need the complete document, download the Word Perfect
version.

For information about downloading documents (FTP) see file
pnmc5021.

File  pnmc5021 (.txt & .wp) is in directory
\pub\Public_Notices\Miscellaneous.

*****************************************************************
********
                                             da-96-1062
                                Before the
                     FEDERAL COMMUNICATIONS COMMISSION
                          Washington, D.C.  20554

In the Matter of              )
                              )
CAPITAL NETWORK SYSTEM, INC.  )
Transferor,                   )
                              )
and                           )
                              )
AMNEX, INC.                   )
Transferee,                   )
                              )
Application for authority     )  File No. I-T-C-96-264(TC)
to transfer control of        )
an authorized international   )
carrier.                      )

                         MEMORANDUM OPINION, ORDER
                             AND AUTHORIZATION

Adopted: June 25, 1996             Released: jULY 2, 1996

By the Chief, Telecommunications Division:

          1.   Capital Network System, Inc. (CNSI) and AMNEX,
Inc. (AMNEX), pursuant to Section 214 of the Communications Act
of 1934, as amended, submitted the above-captioned application
requesting authority to transfer control of CNSI's wholly-owned
subsidiary, Capital Network International, Inc. (CNII), to AMNEX. 
The application was placed on public notice on May 10, 1996.  No
comments were received.  

          2.   CNSI, a Texas corporation, currently provides
international telecommunications resale services.  CNII, wholly-
owned subsidiary of CNSI, is authorized to provide facilities-
based services between the United States and international
points.  AMNEX, a New York corporation, provides, through its
operating subsidiaries, "0+" and "1+" calling throughout the
United States and to international points.
          3.    The shareholders of CNSI and AMNEX have reached
an agreement whereby the outstanding stock of CNSI will be
purchased by AMNEX.  As a result of that transfer, CNII will be
owned by AMNEX as a subsidiary of CNSI.  The applicants state
that CNII will continue to provide all services it is currently
authorized to provide.

          4.   Upon consideration of the application and in view
of the foregoing, we conclude that grant of the instant
application will serve the public interest, convenience and
necessity.

          5.   Accordingly, IT IS ORDERED that the application of
CNSI and AMNEX IS GRANTED, and CNSI and AMNEX are authorized to
transfer control of CNII  to AMNEX.

          6.   IT IS FURTHER ORDERED that all terms and
conditions of any Commission orders granting authority to CNII to
provide common carrier services remain the same.

          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