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

In the Matter of
                                        )
ACCESS NETWORK SERVICES, INC.           )
                                        )
Application for authority, pursuant to  )       File No. ITC-98-007-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 23, 1998                                         Released:  February 25, 1998

By the Chief, Telecommunications Division:

              1.      Shared Technologies Fairchild Inc. (STFI) and Intermedia Communications Inc.
(ICI), pursuant to Section 214 of the Communications Act of 1934, as amended, submitted the above-
captioned application requesting authority to transfer control of Access Network Services, Inc. (ANSI)
from STFI to ICI.  The application was placed on public notice on January 9, 1998.   No comments were
received.

              2.      STFI, a Delaware corporation does not hold any Section 214 authority.  ANSI,
a wholly-owned subsidiary of STFI, is authorized to provide international resale services.  ICI, a
Delaware corporation, is authorized to provide a variety of international communications services.  STFI
and  ICI have entered into an Agreement and Plan of Merger whereby STFI will be merged with and into
a newly-created subsidiary of ICI, Moonlight Acquisition Corp.  STFI will be the surviving entity, and
will be a wholly-owned subsidiary of ICI.  ANSI will continue to exist as a wholly-owned subsidiary of
ICI.
 
              3.      Upon consideration of the application and in view of the foregoing, we conclude
that consent to transfer control of ANSI from STFI to ICI will  serve the public interest, convenience and
necessity.

              4.      Accordingly, IT IS ORDERED that the application of ICI and STFI, File No.
ITC-98-007-TC IS GRANTED, and the transfer of control of ANSI from STFI to ICI is authorized.

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