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

In the Matter of the Applications of)
                                )
                                )
MICHAEL T. MASIN                )  File Nos. EID-741
ALFRED C. GIAMMARINO            )            EID-742
FARES F. SALLOUM                )
                                )
and                             )
                                )
RICHARD CARRION                 )
                                )
For authority under Section 212 )
of the Communications Act of 1934,)
as amended, to hold the position)
of officer or director of more  )
than one carrier subject to the Act.)


                             ORDER


   Adopted:  March 1, 1999              Released:  March 1, 1999

By the Deputy Chief, Wireless Telecommunications Bureau:

     1.   We have before us two applications under Section 212 of the Communications Act of 1934,
as amended.   The first is an application filed on behalf of Michael T. Masin, Alfred C. Giammarino, and
Fares F. Salloum ("GTE Applicants") for authority under Section 212 and Sections 62.1(a) and 62.11 of the
Commission's rules to serve as both (a) officers of GTE Corporation, a New York corporation, and its
subsidiaries (collectively, "GTE") and (b) directors of the Puerto Rico Telephone Company and its successor,
Telecommunicaciones de Puerto Rico, Inc. and their subsidiaries (collectively, "PRTC").  Similarly, we
consider an application filed on behalf of Richard Carrion ("Bell Atlantic Applicant") for authority to serve
as both (a) a director of Bell Atlantic Corp. ("Bell Atlantic") and (b) a director of PRTC.  We here grant both
applications.

     2.   Mr. Masin is the Vice Chairman and President-International of GTE Corporation and is
responsible for all international operations and business development, as well as the human resources, legal,
communications, advertising and social responsibility functions of GTE Corporation.  Mr. Giammarino is the
Senior Vice President for international finance, planning and business development of GTE Service
Corporation and Senior Vice President of GTE International Telecommunications Incorporated, and is
responsible for business development worldwide in countries where GTE does not have existing operations and
for international finance and planning.   Mr. Salloum is the Senior Vice President for International Operations
of GTE Service Corporation and Executive Vice President of GTE International Telecommunications
Incorporated, and is responsible for supervising the operations of GTE's international telecommunications
investments.  Mr. Carrion is a director of Bell Atlantic and a member of the Bell Atlantic Board of Directors
Human Resources Committee.  In that capacity, he considers and votes on Board resolutions and performs such
other duties as are required or permitted by the Articles of Incorporation and By-Laws of Bell Atlantic.

     3.   On February 12, 1999, the Commission granted consent to the transfer of control of licenses
and an authorization held by PRTC in connection with GTE's proposed acquisition of control over PRTC. 
As a result of this proposed transaction, GTE, through a subsidiary, will acquire ownership of approximately
40 percent of PRTC's shares.  Pursuant to a series of agreements with PRTC and the other shareholders, GTE
will also obtain the right to elect a majority of PRTC's directors and various other powers over PRTC.  We
also note that applications are pending before the Commission in connection with a proposed merger between
GTE and Bell Atlantic.

     4.   The GTE Applicants and the Bell Atlantic Applicant (collectively, the "Applicants") argue that
grant of their applications will not adversely affect either public or private interests.  The GTE Applicants
contend that GTE and PRTC have no contiguous service territories or market overlaps.  Likewise, the Bell
Atlantic Applicant contends that Bell Atlantic and PRTC have no contiguous service territories or market
overlaps.  The GTE Applicants further contend that, prior to its bid to acquire PRTC, GTE had no plans to
compete in Puerto Rico.  The Applicants argue that, given the absence of overlapping service areas, granting
their applications will not result in anticompetitive conduct by GTE, Bell Atlantic, PRTC, or any other carriers
for whom the Applicants serve as directors.  In addition, the Applicants contend that GTE and Bell Atlantic
are large, publicly traded companies and PRTC has other substantial shareholders.  The Applicants deny
holding a controlling share in any of the relevant companies, or an interest that even approximates a controlling
share.  Therefore, the Applicants argue that the proposed interlocking directorships will not diminish the
independence of the relevant companies or result in a conflict of interest.

     5.   Finally, the Applicants claim that because they do not hold controlling interests in GTE, Bell
Atlantic or PRTC, they are unable to control the issuance of shares as contemplated under Section 62.11(d)
of the Commission's rules.  The Applicants argue that the payment of dividends by PRTC is within the
directors' discretion but subject to a contractual agreement between GTE and the Puerto Rico Telephone
Authority ("PRTA"), an entity controlled by the government of Puerto Rico.  In any event, the Applicants
argue, any personal benefit accruing to the Applicants as a result of the issuance of shares and the payment
of dividends would be de minimis.

     6.   The applications were placed on public notice on February 19, 1999, and no oppositions have
been received.  In determining whether public or private interests will be adversely affected, the Bureau
considers several different factors, including, but not limited to, the potential for anticompetitive conduct, a
possible diminution in the independence of each carrier involved, and the possibility of conflicts of interest on
the part of common directors or officers in violation of the fiduciary duties imposed upon persons occupying
those positions.  See In re Application of Walter S. Gifford, 2 FCC 741 (1935).  Upon consideration of the
facts and circumstances presented by these applications, we find that Messrs. Masin, Giammarino, Salloum
and Carrion have made satisfactory showings as required by law that neither public nor private interests will
be adversely affected by granting the requested authorizations.

     7.   Accordingly, IT IS ORDERED, pursuant to Section 212 of the Communications Act of 1934,
as amended, 47 U.S.C.  212, sections 62.1(a) and 62.11 of the Commission's rules, 47 C.F.R.  62.1(a) and
62.11, and authority delegated under Section 0.331 of the Commission's rules, 47 C.F.R.  0.331, that the
applications of Michael T. Masin, Alfred C. Giammarino and Fares F. Salloum, EID-741, and of Richard
Carrion, EID-742, ARE GRANTED.




                         FEDERAL COMMUNICATIONS COMMISSION




                         James D. Schlichting
                         Deputy Chief, Wireless Telecommunications Bureau