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

In the Matter of
                                   )
DIAL SERVICES, LTD.                )
                                   )
Application for authority, pursuant to            )    File No. ITC-97-609-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 25, 1997          Released:  November 28, 1997

By the Chief, Telecommunications Division:

          1.   NETnet International S.A. (NETnet), Dial Services, Ltd. (Dial), Conference Call
USA, Inc. (CC/USA) and Citizens Utilities Company (CUC), pursuant to Section 214 of the
Communications Act of 1934, as amended, submitted the above-captioned application requesting authority
to transfer control of Dial from CC/USA to NETnet.  The application was placed on public notice on October
17, 1997.  No comments were received.

          2.   Dial, a wholly-owned subsidiary of CC/USA, is authorized to provide international
facilities-based and resale services between the United States and overseas points.  CC/USA is a wholly-
owned subsidiary of CUC.  NETnet is a corporation organized under the laws of Luxembourg. NETnet and
CC/USA have agreed in principle to the acquisition of all shares of Dial by NETnet, in return for the issuance
of certain NETnet stock to CC/USA.  Dial will continue to exist as a wholly-owned subsidiary of NETnet.

          3.    Through its subsidiary, NETnet International A.B., NETnet holds the controlling
ownership interest in various small telecommunications companies in Europe.  Most of those companies only
provide resale services and do not own any telecommunications facilities.  In only one of those countries,
Sweden, does NETnet own any telecommunications facilities.  In Sweden, NETnet's affilitate's market share
is only about 4%, and therefore does not control bottleneck facilities.  Accordingly, Dial will continue to be
regulated as nondominant on all routes.  

          4.   Upon consideration of the application and in view of the foregoing, we conclude that
consent to transfer control of Dial from CC/USA to NETnet will  serve the public interest, convenience and
necessity.

          5.   Accordingly, IT IS ORDERED that the application of CC/USA and NETnet, File
No. ITC-97-609-TC IS GRANTED, and the transfer of control of Dial from CC/USA to NETnet.is
authorized.

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