UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Global TeleSystems Group, Inc.
____________________________________________
(Name of Issuer)
Common Stock
____________________________________________
(Title of Class of Securities)
37936U104
____________________________________________
(CUSIP Number)
February 5, 1998
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/x/ Rule 13d-1(d)
* 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 disclosures provided in a prior cover page.
The information required in 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>
CUSIP No. 37936U104 13G Page 2 of 5 Pages
___________________ ___ _________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ALAN B. SLIFKA
- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) /x/
- --------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES 3,308,820
---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 569,478
---------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
3,182,634
---------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH
569,478
- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,878,298
- --------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) / /
- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------
<PAGE>
Page 3 of 5 Pages
Item 1.
(a) NAME OF ISSUER:
Global TeleSystems Group, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1751 Pinnacle Drive, North Tower, 12th Floor
McLean, VA 22101
Item 2.
(a) NAME OF PERSON FILING:
Alan B. Slifka
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
477 Madison Avenue, New York, New York 10022
(c) CITIZENSHIP:
The Filing Person's citizenship or place of
organization is set forth on the cover page
and incorporated herein by reference.
(d) TITLE OF CLASS OF SECURITIES:
Common Stock
(e) CUSIP NUMBER:
37936U104
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b)
OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
Item 4. OWNERSHIP:
Provide the following infomration regarding the aggregate number
and percentage of the class of securities of the issuer identified in
Item 1.
(a) AMOUNT BENEFICIALLY OWNED:
The Filing Person beneficially owns the
number of shares reflected on the cover page
which is incorporated herein by reference.
The Filing Person disclaims beneficial
ownership over 569,478 shares.
(b) PERCENT OF CLASS:
The Filing Person's beneficial ownership on a
percentage basis is reflected on the cover
page and is incorporated by reference herein.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
The shares for which the Filing Person has
voting and dispositive powers is set forth on
the cover page and is incorporated herein by
reference.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
<PAGE>
Page 4 of 5 Pages
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class or securities, check the following / /.
Not applicable.
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.
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the securities
and were not acquired and are not held in connection
with or as a participant in any transaction having that
purpose or effect.
<PAGE>
Page 5 of 5 Pages
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.
ALAN B. SLIFKA
By: /s/ James H. Schropp
_____________________________________________
Name: James H. Schropp
Title: Attorney-in-Fact, duly authorized under
Power of Attorney dated February 9, 1999
Dated: February 16, 1999
