EXHIBIT 99.3
    

                       INDEPENDENT AUDITOR'S REPORT
                       ATLANTIC TELCO JOINT VENTURE
                            DECEMBER 31, 1993



   
Freidkin, Matrone & Horn, P.A.
Certified Public Accountants
6163 Executive Boulevard
Rockville, Maryland 20852
(301) 770-3750
    

                       Independent Auditor's Report

To the Ventureres
Atlantic Telco Joint Venture
Washington, D.C.

We have audited the accompanying balance sheets of Atlantic Telco Joint Venture
as of December 31, 1993 and 1992, and the related statements of income,
venturers' capital (deficit), and cash flows for the years then ended.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

   
We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
    

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Atlantic Telco Joint Venture as
of December 31, 1993 and 1992, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

FREIDKIN, MATRONE & HORN, P.A.

February 18, 1994