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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1 )*
TELCO COMMUNICATIONS GROUP, INC.
(Name of Issuer)
COMMON STOCK (NO PAR VALUE)
(Title of Class of Securities)
879205 10
(CUSIP Number)
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5
<PAGE>
CUSIP NO. 879201 10 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gold & Appel Transfer, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to Schedule 13G ("Amendment No. 1") amends and/or
supplements the Schedule 13G filed by Gold & Appel Transfer, S.A. on February
14, 1997 (the "Statement"). All capitalized terms used and not defined herein
shall have the meanings ascribed to them in the Statement
ITEM 1(A). NAME OF ISSUER:
Telco Communications Group, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4219 Lafayette Center Drive
Chantilly, Virginia 20151
ITEM 2(A). NAME OF PERSON FILING:
This Amendment No. 1 is filed by Gold & Appel Transfer, S.A.
("Gold & Appel"), a British Virgin Islands corporation which
is wholly owned by Iceberg Transport, S.A., a Panama
corporation.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Gold & Appel's principal business office is located at Omar
Hodge Building, Wickhams Cay, Road Town, Tortola, British
Virgin Islands.
ITEM 2(C). CITIZENSHIP:
Gold & Appel is organized under the laws of the British Virgin
Islands.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common stock, no par value ("Common Shares")
ITEM 2(E). CUSIP NUMBER:
879205 10
ITEM 3. Not applicable. The person filing does not fit into any of
the categories in Item 3(a)-(h).
ITEM 4. OWNERSHIP
Not applicable
Page 3 of 5
<PAGE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Gold & Appel has ceased to be a beneficial owner of more than
five percent of the Common Shares and does not beneficially
own any Common Shares as of the date hereof.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Page 4 of 5
<PAGE>
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 1998 Gold & Appel Transfer, S.A.,
a British Virgin Islands corporation
By /s/ Walt Anderson(*)
___________________________________
Walt Anderson, Attorney-in-Fact for
Gold & Appel Transfer, S.A.
(*) Signed pursuant to the 1998 Power-of-Attorney described in response to
Item 4(b) hereof and incorporated herein by reference to Exhibit 7.2 to
the Statement on Schedule 13D filed with the U.S. Securities and
Exchange Commission by Gold & Appel and Mr. Anderson with respect to
the American Depositary Shares, representing ordinary shares, of Esprit
Telecom Group plc, on January 27, 1998.
Page 5 of 5
