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

In the Matter of
                                   )
ASIA DIRECT COMMUNICATIONS, L.L.C.      )
                                   )
ATLANTIC EXPRESS COMMUNICATIONS, L.L.C. )
                                   )
ATLANTIC EXPRESS COMMUNI-               )
     CATIONS II, L.L.C.                      )
                                   )
BAHAMAS EXPRESS COMMUNICATIONS          )
      LTD., L.C.                        )
                                   )
GUAM TELECOM, LTD., L.C.           )
                                   )
HAWAII EXPRESS COMMUNICATIONS, L.L.C.   )
                                   )
ORIENT EXPRESS COMMUNICATIONS, L.L.C.   )
                                   )
and                                )
                                   )
NEPTUNE GLOBAL SYSTEMS, L.L.C.          )
                                   )
NEPTUNE COMMUNICATIONS, L.L.C.          )
                                   )
NEPTUNE COMMUNICATIONS CORP.       )
                                   )
and                                )
                                   )
GC PACIFIC LANDING CORP.           )
                                   )
GLOBAL CROSSING LTD.                    )
                                   )
Application for authority, pursuant to            )  File Nos.   SCL-ASG-19981204-00029
the Submarine Cable Landing License Act )              SCL-T/C-19981204-00030
to assign Cable Landing Licenses   )
and to transfer control of  the entity holding such    )
Licenses                           )
                                   )

                                          MEMORANDUM OPINION, ORDER  AND AUTHORIZATION

   Adopted: July 6, 1999                Released:  July 7, 1999

By the Chief, Telecommunications Division:

                        I.  Introduction

     1.   Asia Direct Communications, L.L.C., Atlantic Express Communications, L.L.C., Atlantic
Express Communications II, L.L.C., Bahamas Express Communications, Ltd., L.C., Guam Telecom, Ltd.,
L.C., Hawaii Express Communications, L.L.C., and Orient Express Communications, L.L.C. (collectively
Current License Holders), and Neptune Global Systems, L.L.C. (Neptune Global), Neptune
Communications, L.L.C., Neptune Communications Corp. (Neptune), Global Crossing Ltd. (Global
Crossing) and GC Pacific Landing Corp. (collectively Joint Applicants), pursuant to the Cable Landing
License Act, and Executive Order No. 10,530, submitted the above-captioned application requesting
authority to: (1) assign the cable landing licenses held by the Current License Holders (the Licenses) to
Neptune; and (2) transfer control of Neptune (as the holder of the Licenses) from Neptune
Communications, L.L.C., to GC Pacific Landing, which is an indirect, wholly-owned subsidiary of Global
Crossing Ltd. (Global Crossing), which will control the licenses.  The Joint Applicants anticipate that
control of Neptune will transfer to GC Pacific Landing simultaneously with the assignment of the Licenses
to Neptune.  The application requests the two transactions separately, however, so that if the proposed
merger between Neptune and GC Pacific Landing Corp. does not take place, Neptune will remain the
licensee and Neptune Communications, L.L.C. will ultimately control the licenses.  The application was
placed on public notice on December 23, 1998 (Report No. TEL-00047NS).   We received no comments.

     A.   Assignment of Cable Landing Licenses
     2.   The seven Current  License Holders each holds a Cable Landing License for a private
submarine cable.  The Current License Holders seek authority to assign the Licenses to Neptune Global, a
Delaware limited liability company owned by the principals of the Current License Holders.  The Current
License Holders then seek authority to assign the Licenses from Neptune Global to Neptune
Communications, L.L.C., a Delaware limited liability company owned in part by the Current License
Holders.  Neptune Communications, L.L.C. will, in turn, assign the Licenses to its wholly-owned
subsidiary, Neptune, a Delaware corporation.  The net result of these events will be the assignment of the
Licenses from the Current License Holders to Neptune.

     B.   Transfer of Control
     3.   The Joint Applicants anticipate that GC Pacific Landing, a Delaware corporation and an
indirect, wholly-owned subsidiary of Global Crossing, a Bermuda corporation, will be merged with and
into Neptune.  Neptune will be the surviving corporation in the merger but will take the name of GC Pacific
Landing Corp.  At the close of the merger, new GC Pacific Landing Corp. (the renamed surviving entity)
will be the holder of the Licenses and will be controlled by Global Crossing.  The Joint Applicants have
stated in their application for transfer of control that there is a possibility that the proposed merger of
existing GC Pacific Landing Corp. with and into Neptune may not be consummated for business reasons
independent of this application.  In the event the merger is not consummated, the Joint Applicants have
stated that Neptune will hold, and Neptune Communications, L.L.C., will control, the Licenses and that the
Commission will be notified as appropriate.
  
                         II. Discussion

     4.   As required by Section 1.767(a)(6) of the Commission's rules, the Joint Applicants have
listed their ownership information, including foreign affiliations.  Based on their application, the foreign
affiliates of Neptune and GC Pacific Landing Corp. do not raise concerns that warrant denial of the
application under the Cable Landing License Act.  The Joint Applicants state that neither Neptune nor GC
Pacific Landing are foreign carriers.  Neptune is not affiliated with any foreign carriers.  Since the Joint
Applicants filed their application, GC Pacific Landing Corp. notified the Commission of its foreign carrier
affiliations.   As an indirect, wholly-owned subsidiary of Global Crossing, GC Pacific Landing Corp is
affiliated with foreign carriers in the following countries:  Switzerland, Denmark, Germany, the
Netherlands, France, Italy, the United Kingdom, Belgium, and Ireland.  In addition, GC Landing Corp.
will soon become affiliated with a foreign carrier in Austria.  GC Landing Corp. is also affiliated with a
foreign company that holds a Type I license in Japan, but which is not currently providing service.  GC
Pacific Landing Corp. states that all of the affiliated carriers are new licensees that lack market power in
their home countries.    

     5.   Except for Japan and the United Kingdom, we find that the foreign affiliations do not
affect grant of the application because none of the cable systems land in these countries.  As for Japan and
the United Kingdom, we find that because the carriers are new licensees with no market power, these
affiliations do not affect the grant of this application.  

     6.   Pursuant to Section 1.767(b) of the Commission's Rules, the Cable Landing License Act,
and Executive Order No. 10530, we informed the Department of State of the application.  The
Department of State, after coordinating with the National Telecommunications and Information
Administration and the Department of Defense, stated that it has no objection to the proposed
transactions.

     7.   Upon consideration of the application and in view of the foregoing, we conclude that
consent to: (1) assign the cable landing licenses held by the Current License Holders to Neptune; and (2)
transfer ultimate control of Neptune from Neptune Communications, L.L.C., to Global Crossing will serve
the public interest, convenience and necessity.

                     III.  Ordering Clauses

     8.   Accordingly, IT IS ORDERED that the application of the Joint Applicants, File No. SCL-
ASG-19981204-00029, for the ultimate assignment of Licenses held by the Current License Holders to
Neptune Communications Corp., a wholly-owned subsidiary of Neptune Communications, L.L.C.,  is
GRANTED.

     9.   IT IS FURTHER ORDERED that the application, File No. SCL-T/C-19981204-00030,
for the merger of GC Pacific Landing Corp. with and into Neptune with the ultimate transfer of control of
Neptune from Neptune Communications L.L.C. to Global Crossing is GRANTED.

     10.  IT IS FURTHER ORDERED that, in the event the proposed merger of GC Pacific
Landing Corp. with and into Neptune Communications Corp. is not consummated, the Joint Applicants
shall notify the Commission that the merger was not concluded.  Consequently, Neptune Communications
Corp. may hold, and Neptune Communications L.L.C. may control the Licenses.

     11.  IT IS FURTHER ORDERED that all terms and conditions imposed on the related licenses
as listed in footnote 3 remain in effect.

     12.  This Order is issued under Section 0.261 of the Commission's rules, 47 C.F.R.  0.261
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, 47 C.F.R.  1.106, 1.115, may be filed within 30 days of
the date of public notice of this Order (see 47 C.F.R.  1.4(b)(2)).

                         FEDERAL COMMUNICATIONS COMMISSION



                         Rebecca Arbogast
                         Chief, Telecommunications Division
                         International Bureau