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

In the Matter of
                                        )
THE PHONE COMPANY                       )
                                        )
Application for authority, pursuant to  )       File No. ITC-97-734-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:  January 14, 1998                                          Released:  January 16, 1998

By the Chief, Telecommunications Division:

              1.      The Phone Company (TPC), pursuant to Section 214 of the Communications Act
of 1934, as amended, submitted the above-captioned application requesting authority to transfer control
of TPC from Daniel F. Summa, Bruce Thompson and E. Wayne Curry, jointly, to Daniel F. Summa
alone.  The application was placed on public notice on December 5, 1997.   No comments were received.

              2.      TPC,  a Delaware corporation, is authorized to provide facilities-based
communications services between the United States and various overseas points.  At present, the
company's stock is owned 33.3% by Daniel F. Summa, 33.3% by Bruce Thompson, and 33.4% by  E.
Wayne Curry.  TPC is requesting consent to the transfer of all shares owned by Mr. Thompson and Mr.
Curry to Mr. Summa, the president of the company.  Thus, Mr. Summa will now own 100% of TPC's
stock.        

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

              4.      Accordingly, IT IS ORDERED that the application of TPC, File No. ITC-97-734-
TC IS GRANTED, and the transfer of control of TPC  to Daniel F. Summa is authorized.

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