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

In the Matter of
                                        )
ACC CORP.                                       )
                                        )
Application for authority, pursuant to  )       File No. ITC-98-010-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:  February 11, 1998                                         Released:  February 17, 1998

By the Chief, Telecommunications Division:

              1.      Teleport Communications Group Inc. (TCG) and ACC Corp. (ACC), pursuant
to Section 214 of the Communications Act of 1934, as amended, submitted the above-captioned
application requesting authority to transfer control of ACC to TCG.  The application was placed on public
notice on January 9, 1998.   No comments were received.

              2.      TCG, a Delaware corporation, provides through its subsidiaries local exchange
service in 57 markets and 31 states.  TCG subsidiaries also provide a variety of international resale and
facilities-based communications services pursuant to Section 214 authorizations.   ACC, a Delaware
corporation, is also authorized, through its subsidiaries, to provide a variety of international resale and
facilities based communications services.  TCG and ACC have executed an Agreement and Plan of
Merger whereby ACC will be merged with and into TCG Merger Co., Inc., a subsidiary created for this
transaction.  The surviving entity will be ACC, thus, ACC will become a wholly-owned subsidiary of
TCG.

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

              4.      Accordingly, IT IS ORDERED that the application of TCG and ACC, File No.
ITC-98-010-TC IS GRANTED, and the transfer of control of ACC  to TCG is authorized.
              5.      IT IS FURTHER ORDERED that all terms and conditions of any Commission
orders granting authority to ACC 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