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

In the Matter of
                                        )
USFI, INC.                                      )
TELEPASSPORT, L.L.C.                    )
                                        )
Application for authority, pursuant to Section 214 of   )       File No. ITC-97-638-TC
the Communications Act of 1934, as amended,     )
to transfer control of TelePassport, L.L.C., an entity  )
holding a Section 214 authorization, and to assign      ) 
the Section 214 authorizations of USFI, Inc. to )
Primus Telecommunications Group, Inc.   )


MEMORANDUM OPINION, ORDER  AND AUTHORIZATION


   Adopted:  December 23, 1997                                         Released:  December 29, 1997

By the Chief, Telecommunications Division:

              1.      USFI, Inc. (USFI) and Primus Telecommunications Group, Inc. (Primus), 
pursuant to Section 214 of the Communications Act of 1934, as amended, submitted the above-captioned
application requesting authority to transfer control of TelePassport, L.L.C. (TelePassport), a subsidiary
of USFI, to Primus, and to assign the Section 214 authorizations of USFI to Primus.  The application
was placed on public notice on October 29, 1997.   No comments were received.

              2.      TelePassport, a Delaware corporation, is authorized to provide international
facilities-based and resale services.  USFI, a New York corporation, is authorized to provide a variety
of international communications services.  Primus, a Delaware corporation, is authorized to provide a
variety of international communications services.  The proposed transaction is a combination of a stock
transfer, pursuant to which Primus will acquire all of the stock of TelePassport from USFI, and an asset
transfer, pursuant to which Primus will acquire the Section 214 authorizations of USFI.  TelePassport
will become a wholly-owned subsidiary of Primus and USFI will no longer provide international
communications services.

              3.      Upon consideration of the application and in view of the foregoing, we conclude
that consent to the transfer of control of TelePassport and the assignment of USFI's Section 214
authorizations to Primus will  serve the public interest, convenience and necessity.
              4.      Accordingly, IT IS ORDERED that the application, File No. ITC-97-638-TC IS
GRANTED, and we consent to the transfer of control of TelePassport and the assignment of USFI's
Section 214 authorizations to Primus.

              5.      IT IS FURTHER ORDERED that all terms and conditions of any Commission
orders granting authority to USFI  to provide common carrier services are now applicable to Primus.

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

              7.      IT IS FURTHER ORDERED that the Primus shall file annual circuit status
reports in accordance with the requirements set forth in 43.82 of the Commission's Rules and  Rules
for Filing of International Circuit Status Reports, CC Docket No. 93-157, Report and Order, 10 FCC
Rcd 8605 (1995).

              8.      IT IS FURTHER ORDERED that grant of this application is subject to all the
conditions set forth in Section 63.21 of the Commission's Rules, 47 C.F.R. 63.21.

              9.       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