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

In the Matter of
                                        )
LDM SYSTEMS, INC.                               )
                                        )
Application for authority, pursuant to  )       File No. ITC-97-764-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 15, 1998                                          Released:  January 16, 1998

By the Chief, Telecommunications Division:

              1.      LDM  Systems, Inc. (LDM) and RSL COM U.S.A., Inc. (RSL), pursuant to
Section 214 of the Communications Act of 1934, as amended, submitted the above-captioned application
requesting authority to transfer control of LDM to RSL.  The application was placed on public notice on
December 12, 1997.   No comments were received.

              2.      LDM, a privately-held New York corporation, is authorized to provide resold
communications services between the United States and overseas points.    RSL, a Delaware corporation,
provides a variety of domestic and international communications services itself and through its
subsidiaries.  Pursuant to agreements entered into by LDM and RSL, RSL will purchase 100% of the
outstanding shares of LDM from its current shareholders.  These shareholders will receive, in return,
shares of RSL stock.  Thus, LDM will become a wholly-owned subsidiary of RSL.

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

              4.      Accordingly, IT IS ORDERED that the application of RSL and LDM, File No.
ITC-97-764-TC IS GRANTED, and the transfer of control of LDM  to RSL is authorized.
              5.      IT IS FURTHER ORDERED that all terms and conditions of any Commission
orders granting authority to LDM 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