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

In the Matter of
                                   )
ACTIVETEL L.D., INC.                    )
                                   )
Application for authority, pursuant to            )    File No. ITC-97-508-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:  November 24, 1997          Released:  November 28, 1997

By the Chief, Telecommunications Division:

          1.   ActiveTel L.D., Inc. (ActiveTel L.D.), pursuant to Section 214 of the
Communications Act of 1934, as amended, submitted the above-captioned application requesting authority
to effectuate a corporate restructuring of its ultimate parent company, ICS Communications, Inc. (ICS).  The
application was placed on public notice on September 5, 1997.  No comments were received.

          2.   ActiveTel L.D., a Delaware corporation, is authorized to provide resold 
telecommunications services between the United States and overseas points.  Pursuant to the restructuring
arrangements, Nomura Holding America Inc. (Nomura), ICS's lending agent, will obtain negative control
of ICS.  Upon consummation of the restructuring, a new corporate parent company, ICS Communications,
L.L.C., will be formed to replace ICS.  ActiveTel states that the restructuring is planned so that it can better
serve its customer base.

          3.   Upon consideration of the application and in view of the foregoing, we conclude that
the corporate restructuring of ICS will  serve the public interest, convenience and necessity.

          4.   Accordingly, IT IS ORDERED that the application of ActiveTel L.D., File No. ITC-
97-508-TC IS GRANTED, and the corporate restructuring of ICS is authorized.

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