SC 14D1/A, 1996-06-13
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                     WASHINGTON, D.C. 20549

                         SCHEDULE 14D-1
                     Tender Offer Statement
                  Pursuant to Section 14(d)(1)
             of the Securities Exchange Act of 1934
                        (Amendment No. 4)
                         SCHEDULE 13D/A
            Under the Securities Exchange Act of 1934
                        (Amendment No. 4)

                   MICOM Communications Corp.
                    (Name of Subject Company)

                    Northern Telecom Limited
                      Northern Telecom Inc.
                        Elder Corporation

           Common Stock, Par Value $.0000001 Per Share
                 (Title of Class of Securities)

                           59478P 10 3
              (CUSIP Number of Class of Securities)

                       Peter J. Chilibeck
        Corporate Secretary and Assistant General Counsel
                    Northern Telecom Limited
                  2920 Matheson Boulevard East
                      Mississauga, Ontario
                         Canada L4W 4M7
  (Name, address and Telephone Number of Persons Authorized to
    Receive Notices and Communications on Behalf of Bidders)

                         With a copy to:
                     Victor I. Lewkow, Esq.
               Cleary, Gottlieb, Steen & Hamilton
                        One Liberty Plaza
                    New York, New York  10006
                         (212) 225-2000

          Elder Corporation, a Delaware corporation
("Purchaser"), Northern Telecom Inc., a Delaware corporation
("Parent"), and Northern Telecom Limited, a corporation organized
under the laws of Canada ("Nortel"), hereby amend their joint
Tender Offer Statement on Schedule 14D-1 dated May 17, 1996, as
amended by an Amendment No. 1 dated June 4, 1996, an Amendment
No. 2 dated June 5, 1996 and an Amendment No. 3 dated June 7,
1996, relating to a tender offer to purchase all outstanding
shares of Common Stock, par value $.0000001 per share (the
"Shares"), of MICOM Communications Corp., a Delaware corporation,
at $12.00 per Share, net to the seller in cash (such Tender Offer
Statement on Schedule 14D-1, as amended, the "Schedule 14D-1"). 
All terms defined in the Schedule 14D-1 have the same meanings in
this Amendment.

Item 4.   Source and Amount of Funds or Other Consideration.

          The following sentences are hereby inserted after the
last sentence:

          "On June 12, 1996, Northern Telecom Capital Corporation
("NTCC"), a subsidiary of Parent, offered to the public
US$300,000,000 of debt securities under its shelf registration
program.  The net proceeds to be received by NTCC will be loaned
or advanced to, or otherwise invested in, Parent to be used for
general corporate purposes; approximately US$150,000,000 of such
proceeds will be used to replenish cash deposits which Parent
will loan or advance to, or otherwise invest in, Elder to finance
the consideration to be paid in the Offer and the Merger and to
pay related expenses."

          After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.

                              NORTHERN TELECOM LIMITED

                              By:  /s/  WILLIAM R. KERR     
                                   Name:     William R. Kerr
                                   Title: Vice-President and     

                              By: /s/  DEBORAH J. NOBLE
                                   Name: Deborah J. Noble
                                   Title: Assistant Secretary

                              NORTHERN TELECOM INC.

                              By: /s/  PETER W. CURRIE 
                                   Name: Peter W. Currie
                                   Title: Attorney-in-Fact

                              ELDER CORPORATION
                              By: /s/  ANTHONY J. LAFLEUR   
                                   Name: Anthony J. Lafleur
                                   Title: Vice-President and
                                           Assistant Secretary

Dated:  June 13, 1996

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