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                         NOTICE


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                                Before the
                     FEDERAL COMMUNICATIONS COMMISSION
                          Washington, D.C.  20554
                                                       DA 96-1875
In the Matter of              )
                              )
TOTALNET COMMUNICATIONS, INC. )
                              )
Application for authority,    )  File No. I-T-C-96-526(TC)    
pursuant to Section 214 of    )
the Communications Act of     )
1934, as amended, to transfer )
control of an international   )
resale carrier.               )

                         MEMORANDUM OPINION, ORDER
                             AND AUTHORIZATION

Adopted: November 6, 1996     Released:  November 12, 1996

By the Chief, Telecommunications Division:

          1.   TotalNet Communications, Inc. (TotalNet), pursuant
to Section 214 of the Communications Act of 1934, as amended,
submitted the above-captioned application requesting authority to
transfer control of TotalNet to GST Telecommunications, Inc.
(GSTTI).  The application was placed on public notice on October
4, 1996.  No comments were received.

          2.   TotalNet, a privately held Texas corporation, is a
certified international communications carrier, authorized to
provide switched resale services between the United States and
various overseas points.  GSTTI, a Canadian corporation, has its
U.S. corporate headquarters in the state of Washington.  GSTTI is
the parent of GST USA, Inc., a Delaware corporation which in turn
wholly owns GST Net, Inc. (GST Net), a Delaware corporation which
in turn wholly owns GST Newco of Texas, Inc. (GST sub), an entity
recently incorporated specifically for this transaction.  GSTTI's
subsidiaries are already active in telecommunications in the
United States in both manufacture of equipment and provision of
telecommunications services.

          3.   The parties have agreed to a two-step transaction
whereby GSTTI will first acquire TotalNet's outstanding shares of
capital stock by merger into GST sub, created for this
transaction, and second transfer the stock to GST Net, which will
hold the authority and provide the services formerly provided by
TotalNet in the United States.  
          4.   Upon consideration of the application and in view
of the foregoing, we conclude that consent to transfer control of
TotalNet to GSTTI will serve the public interest, convenience and
necessity.

          5.   Accordingly, IT IS ORDERED that the application of
TotalNet, File No. I-T-C-96-526(TC) IS GRANTED, and the transfer
of control of TotalNet to GSTTI is authorized.

          6.   IT IS FURTHER ORDERED that all terms and
conditions of any Commission orders granting authority to
TotalNet to provide common carrier services remain in effect.

          7.    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