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

In the Matter of                )
                                )
Brooks Fiber                    )
Communications-LD               )
                                )
Application for Authority Under )  File No. ITC-97-637-TC
Section 214 of the Communications Act)
of 1934, as Amended, to Transfer)
Control of Brooks Fiber Communications-LD)
from Brooks Fiber Properties, Inc.)
to WorldCom, Inc.               )
                                )


         MEMORANDUM OPINION AND ORDER AND AUTHORIZATION


   Adopted: December 5, 1997            Released:  December 8, 1997


By the Chief, Telecommunications Division:

          1.   WorldCom, Inc. (WorldCom) and Brooks Fiber Communications-LD (BFC-LD), 
a wholly owned subsidiary of BTC Finance Corp. (BTC), jointly filed an application pursuant to Section 214
of the Communications Act of 1934, as amended.   Initially, the applicants requested authority to transfer
control of BFC-LD from Brooks Fiber Properties, Inc. (Brooks) to WorldCom.   Subsequently, the applicants
amended their application to reflect a recent private financial arrangement whereby BTC Finance Corp.
(BTC) was inserted into the corporate ownership structure between Brooks and BFC-LD.  BFC-LD is now
a wholly-owned subsidiary of BTC.  The application was placed on public notice on October 29, 1997.  No
comments were received.

          2.   Under Section 214, BFC-LD is authorized to provide global resale service, including
both the resale of switched service and the resale of private lines for switched service and to operate as a
facilities-based carrier to all permissible international points.  WorldCom and its subsidiaries hold Section
214 authorizations and cable landing licenses authorizing them to provide a full range of facilities-based and
resold telecommunications services worldwide.   The transfer of control of BFC-LD will be accomplished
through an Agreement and Plan of Merger among WorldCom, BV Acquisition, Inc., a Delaware corporation
and wholly-owned subsidiary of WorldCom, with BV Acquisition, Inc. being merged with and into BTC. 
BTC will be the surviving corporation and a wholly owned subsidiary of WorldCom.  BFC-LD will be an
indirect subsidiary of WorldCom.  

          3.   Upon consideration of the application and in view of the foregoing, we conclude that
consent to transfer control of BFC-LD from BTC to WorldCom will serve the public interest, convenience
and necessity.

          4.   Accordingly, IT IS ORDERED that the application of BFC-LD and WorldCom, File
No. ITC-97-637-TC IS GRANTED, and the transfer of control of BFC-LD from BTC to WorldCom is
authorized.

          5.   IT IS FURTHER ORDERED that all terms and conditions of any Commission
orders granting authority to BFC-LD 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