Memorandum of Association - Global Crossing Holdings UK Ltd.


                        THE COMPANIES ACTS 1985 TO 1989

                       PRIVATE COMPANY LIMITED BY SHARES

                          MEMORANDUM OF ASSOCIATION OF

                      GLOBAL CROSSING HOLDINGS UK LIMITED
                       (AS AMENDED BY SPECIAL RESOLUTION
                              DATED 12TH MAY 1998)



1.   The Company's name is 'Cheltrading 162 Limited'.

2.   The Company's registered office is to be situated in England and Wales.

3.        (i)  The object of the Company is to carry on business as a general
               commercial company.

          (ii) Without prejudice to the generality of the object and the powers
               of the Company derived from Section 3A of the Act the Company has
               power to do all or any of the following things:-

     (a)  To purchase or by any other means acquire and take options over any
          property whatever, and any rights or privileges of any kind over or in
          respect of any property.

     (b)  To apply for, register, purchase, or by other means acquire and
          protect, prolong and renew, whether in the United Kingdom or elsewhere
          any patents, patent rights, brevets d'invention, licences, secret
          processes, trade marks, designs, protections and concessions and to
          disclaim, alter, modify, use and turn to account and to manufacture
          under or grant licences or privileges in respect of the same, and to
          expend money in experimenting upon, testing and improving any patents,
          inventions or rights which the Company may acquire or propose to
          acquire.

     (c)  To acquire or undertake the whole or any part of the business,
          goodwill, and assets of any person, firm, or company carrying on or
          proposing to carry on any of the businesses which the Company is
          authorised to carry on and as part of the consideration for such
          acquisition to undertake all or any of the liabilities of such person,
          firm or company, or to acquire an interest in, amalgamate with, or
          enter into partnership or into any arrangement for sharing profits, or
          for co-operation, or for mutual assistance with any such person, firm,
          or company, or for subsidising or otherwise assisting any such person,
          firm or company, and to give or accept, by way of consideration for
          any of the acts or things aforesaid or property acquired, any shares,
          debentures, debenture stock

 
                                                                               2


          or securities that may be agreed upon, and to hold and retain, or
          sell, mortgage and deal with any shares, debentures, debenture stock
          or securities so received.

     (d)  To improve, manage, construct, repair, develop, exchange, let on lease
          or otherwise, mortgage, charge, sell, dispose of, turn to account,
          grant licences, options, rights and privileges in respect of, or
          otherwise deal with all or any part of the property and rights of the
          Company.

     (e)  To invest and deal with the moneys of the Company not immediately
          required in such manner as may from time to time be determined and to
          hold or otherwise deal with any investments made.

     (f)  To lend and advance money or give credit on any terms and with or
          without security to any person, firm or company (including without
          prejudice to the generality of the foregoing any holding company,
          subsidiary or fellow subsidiary of, or any other company associated in
          any way with, the Company), to enter into guarantees, contracts of
          indemnity and suretyships of all kinds, to receive money on deposit or
          loan upon any terms, and to secure or guarantee in any manner and upon
          any terms the payment of any sum of money or the performance of any
          obligation by any person, firm or company (including without prejudice
          to the generality of the foregoing any such holding company,
          subsidiary, fellow subsidiary or associated company as aforesaid).

     (g)  To borrow and raise money in any manner and to secure the repayment of
          any money borrowed, raised or owing by mortgage, charge, standard
          security, lien or other security upon the whole or any part of the
          Company's property or assets (whether present or future), including
          its uncalled capital, and also by a similar mortgage, charge, standard
          security, lien or security to secure and guarantee the performance by
          the Company of any obligation or liability it may undertake or which
          may become binding on it.

     (h)  To draw, make, accept, endorse, discount, negotiate, execute and issue
          cheques, bills of exchange, promissory notes, bills of lading,
          warrants, debentures, and other negotiable or transferable
          instruments.

     (i)  To apply for, promote, and obtain any Act of Parliament, order, or
          licence of the Department of Trade or other authority for enabling the
          Company to carry any of its objects into effect, or for effecting any
          modification of the Company's constitution, or for any other purpose
          which may seem calculated directly or indirectly to promote the
          Company's interests, and to oppose any proceedings or applications
          which may seem calculated directly or indirectly to prejudice the
          Company's interests.

     (j)  To enter into any arrangements with any government or authority
          (supreme, municipal, local, or otherwise) that may seem conducive to
          the attainment of the Company's objects or any of them, and to obtain
          from any such

 
                                                                               3

          government or authority any charters, decrees, rights, privileges or
          concessions which the Company may think desirable and to carry out,
          exercise, and comply with any such charters, decrees, rights,
          privileges, and concessions.

     (k)  To subscribe for, take, purchase, or otherwise acquire, hold, sell,
          deal with and dispose of, place and underwrite shares, stocks,
          debentures, debenture stocks, bonds, obligations or securities issued
          or guaranteed by any other company constituted or carrying on business
          in any part of the world, and debentures, debenture stocks, bonds,
          obligations or securities issued or guaranteed by any government or
          authority, municipal, local or otherwise, in any part of the world.

     (l)  To control, manage, finance, subsidise, co-ordinate or otherwise
          assist any company or companies in which the Company has a direct or
          indirect financial interest, to provide secretarial, administrative,
          technical, commercial and other services and facilities of all kinds
          for any such company or companies and to make payments by way of
          subvention or otherwise and any other arrangements which may seem
          desirable with respect to any business or operations of or generally
          with respect to any such company or companies.

     (m)  To promote any other company for the purpose of acquiring the whole or
          any part of the business or property or undertaking or any of the
          liabilities of the Company, or of undertaking any business or
          operations which may appear likely to assist or benefit the Company or
          to enhance the value of any property or business of the Company, and
          to place or guarantee the placing of, underwrite, subscribe for, or
          otherwise acquire all or any part of the shares or securities of any
          such company as aforesaid.

     (n)  To sell or otherwise dispose of the whole or any part of the business
          or property of the Company, either together or in portions, for such
          consideration as the Company may think fit, and in particular for
          shares, debentures, or securities of any company purchasing the same.

     (o)  To act as agents or brokers and as trustees for any person, firm or
          company, and to undertake and perform sub-contracts.

     (p)  To remunerate any person, firm or company rendering services to the
          Company either by cash payment or by the allotment to him or them of
          shares or other securities of the Company credited as paid up in full
          or in part or otherwise as may be thought expedient.

     (q)  To distribute among the Members of the Company in kind any property of
          the Company of whatever nature.

 
                                                                               4

     (r)  To pay all or any expenses incurred in connection with the promotion,
          formation and incorporation of the Company, or to contract with any
          person, firm or company to pay the same, and to pay commissions to
          brokers and others for underwriting, placing, selling, or guaranteeing
          the subscription of any shares or other securities of the Company.

     (s)  To support and subscribe to any charitable or public object and to
          support and subscribe to any institution, society, or club which may
          be for the benefit of the Company or its Directors or employees, or
          may be connected with any town or place where the Company carries on
          business; to give or award pensions, annuities, gratuities, and
          superannuation or other allowances or benefits or charitable aid and
          generally to provide advantages, facilities and services for any
          persons who are or have been Directors of, or who are or have been
          employed by, or who are serving or have served the Company, or any
          company which is a subsidiary of the Company or the holding company of
          the Company or a fellow subsidiary of the Company or the predecessors
          in business of the Company or of any such subsidiary, holding or
          fellow subsidiary company and to the wives, widows, children and other
          relatives and dependents of such persons; to make payments towards
          insurance including insurance for any Director, officer or Auditor
          against any liability as is referred to in Section 310(1) of the Act;
          and to set up, establish, support and maintain superannuation and
          other funds or schemes (whether contributory or non-contributory) for
          the benefit of any of such persons and of their wives, widows,
          children and other relatives and dependents; and to set up, establish,
          support and maintain profit sharing or share purchase schemes for the
          benefit of any of the employees of the Company or of any such
          subsidiary, holding or fellow subsidiary company and to lend money to
          any such employees or to trustees on their behalf to enable any such
          purchase schemes to be established or maintained.

     (t)  Subject to and in accordance with a due compliance with the provisions
          of Sections 155 to 158 (inclusive) of the Act ( if and so far as such
          provisions shall be applicable), to give, whether directly or
          indirectly, any kind of financial assistance (as defined in Section
          152(1)(a) of the Act) for any such purpose as is specified in Section
          151(1) and/or Section 151(2) of the Act.

     (u)  To procure the Company to be registered or recognised in any part of
          the world.

     (v)  To do all or any of the things or matters aforesaid in any part of the
          world and either as principals, agents, contractors or otherwise, and
          by or through agents, brokers, sub-contractors or otherwise and either
          alone or in conjunction with others.

 
                                                                               5

     (w)  To do all such other things as may be deemed incidental or conducive
          to the attainment of the Company's object or of any of the powers
          given to it by the Act or by this Clause.

     AND so that:-

     (1)  None of the provisions set forth in any sub-clause of this Clause
          shall be restrictively construed but the widest interpretation shall
          be given to each such provision, and none of such provisions shall,
          except where the context expressly so requires, be in any way limited
          or restricted by reference to or inference from any other provision
          set forth in such sub-clause, or by reference to or inference from the
          terms of any other sub-clause of this Clause, or by reference to or
          inference from the name of the Company.

     (2)  The word 'Company' in this Clause, except where used in reference to
          the Company, shall be deemed to include any partnership or other body
          of persons, whether incorporated or unincorporated and whether
          domiciled in the United Kingdom or elsewhere.

     (3)  In this Clause the expression 'the Act' means the Companies Act 1985,
          but so that any reference in this Clause to any provision of the Act
          shall be deemed to include a reference to any statutory modification
          or re-enactment of that provision for the time being in force.

4.  The liability of the Members is limited.

5.  The Company's share capital is (Pounds)1,000 divided into 1000 shares of
(Pounds)1 each.

 
                                                                               6

     We, the subscribers to this Memorandum of Association, wish to be formed
into a Company pursuant to this Memorandum; and we agree to take the number of
shares shown opposite our respective names.

 
 NAME AND ADDRESSES OF SUBSCRIBERS      NUMBER OF SHARES TAKEN BY EACH
                                               SUBSCRIBER
 
1.  Stoorne Incorporations Limited
    4th Floor                                     ONE
    The Quadrangle
    Imperial Square
    Cheltenham
    Gloucestershire
    GL50 1YX
--------------------------------------------------------------------
2.  Stoorne Services Limited
    4th Floor                                     ONE
    The Quadrangle
    Imperial Square
    Cheltenham
    Gloucestershire
    GL50 1YX
--------------------------------------------------------------------
Total shares taken                                TWO
--------------------------------------------------------------------


Dated the     day of

Witness to the above Signatures:-  Gerald Ireland
                                   4th Floor
                                   The Quadrangle
                                   Imperial Square
                                   Cheltenham
                                   Gloucestershire
                                   GL50 1YX

                                              Chartered Secretary

 
                                                                               7

                        THE COMPANIES ACTS 1985 TO 1989

                       PRIVATE COMPANY LIMITED BY SHARES

                           ARTICLES OF ASSOCIATION OF


                      GLOBAL CROSSING HOLDINGS UK LIMITED
                       (AS AMENDED BY SPECIAL RESOLUTION
                              DATED 12TH MAY 1998)



PRELIMINARY

1.   (a)  The Regulations contained in Table A in the Schedule to the
          Companies (Tables A to F) Regulations 1985 (SI 1985 No 805) as amended
          by the Companies (Tables A to F) (Amendment) Regulations 1985 (SI 1985
          No 1052) (such Table being hereinafter called 'Table A') shall apply
          to the Company save in so far as they are excluded or varied hereby
          and such Regulations (save as so excluded or varied) and the Articles
          hereinafter contained shall be the regulations of the Company.

     (b)  In these Articles the expression 'the Act' means the Companies Act
          1985, but so that any reference in these Articles to any provision of
          the Act shall be deemed to include a reference to any statutory
          modification or re-enactment of that provision for the time being in
          force.

ALLOTMENT OF SHARES

2.   (a)  Shares which are comprised in the authorised share capital with
          which the Company is incorporated shall be under the control of the
          Directors who may (subject to Section 80 of the Act and to paragraph
          (d) below) allot, grant options over or otherwise dispose of the same,
          to such persons, on such terms and in such manner as they think fit.

     (b)  All shares which are not comprised in the authorised share capital
          with which the Company is incorporated and which the Directors propose
          to issue shall first be offered to the Members in proportion as nearly
          as may be to the number the existing shares held by them respectively
          unless the Company in General Meeting shall by Special Resolution
          otherwise direct.  The offer shall be made by notice specifying the
          number of shares offered, and limiting a period (not being less than
          fourteen days) within which the offer, if not accepted, will be deemed
          to be declined.  After the expiration of that period, those shares so
          deemed to be declined shall be offered in the proportion aforesaid to
          the persons who have, within the said period, accepted all the

 
                                                                               8

          shares offered to them; such further offer shall be made in like terms
          in the same manner and limited by a like period as the original offer.
          Any shares not accepted pursuant to such offer or further offer as
          aforesaid or not capable of being offered as aforesaid except by way
          of fractions and any shares released from the provisions of this
          Article by any such Special Resolution as aforesaid shall be under the
          control of the Directors, who may allot, grant options over or
          otherwise dispose of the same to such persons, on such terms, and in
          such manner as they think fit, provided that, in the case of shares
          not accepted as aforesaid, such shares shall not be disposed of on
          terms which are more favourable to the subscribers therefor than the
          terms on which they were offered to the Members.  The foregoing
          provisions of this paragraph (b) shall have effect subject to Section
          80 of the Act.

     (c)  In accordance with Section 91(1) of the Act Sections 89(1) and 90(1)
          to (6) (inclusive) of the Act shall not apply to the Company.

     (d)  The Directors are generally and unconditionally authorised for the
          purposes of Section 80 of the Act, to exercise any power of the
          Company to allot and grant rights to subscribe for or convert
          securities into shares of the Company up to the amount of the
          authorised share capital with which the Company is incorporated at any
          time or times during the period of five years from the date of
          incorporation and the Directors may, after that period, allot any
          shares or grant any such rights under this authority in pursuance of
          an offer or agreement so to do made by the Company within that period.
          The authority hereby given may at any time (subject to the said
          Section 80) be renewed, revoked or varied by Ordinary Resolution of
          the Company in General Meeting.

SHARES

3.   The lien conferred by Clause 8 in Table A shall attach also to fully paid-
     up shares, and the Company shall also have a first and paramount lien on
     all shares, whether fully paid or not, standing registered in the name of
     any person indebted or under liability to the Company, whether he shall be
     the sole registered holder thereof or shall be one of two or more joint
     holders, for all moneys presently payable by him or his estate to the
     Company.  Clause 8 in Table A shall be modified accordingly.

4.   The liability of any Member in default in respect of a call shall be
     increased by the addition at the end of the first sentence of Clause 18 in
     Table A of the words 'and all expenses that may have been incurred by the
     Company by reason of such non-payment'.

GENERAL MEETINGS AND RESOLUTIONS

5.   (a)  Every notice convening a General Meeting shall comply with the
          provisions of Section 372(3) of the Act as to giving information to
          Members in regard to their right to appoint proxies; and notices of
          and other communications relating

 
                                                                               9

          to any General Meeting which any Member is entitled to receive shall
          be sent to the Directors and to the Auditors for the time being of the
          Company.

     (b)  No business shall be transacted at any General Meeting unless a quorum
          is present.  Subject to paragraph (c) below two persons entitled to
          vote upon the business to be transacted, each being a Member or a
          proxy for a Member or a duly authorised representative of a
          corporation, shall be a quorum.

     (c)  If and for so long as the Company has only one Member, that Member
          present in person or by proxy or if that Member is a corporation by a
          duly authorised representative shall be a quorum.

     (d)  If a quorum is not present within half an hour from the time appointed
          for a General Meeting the General Meeting shall stand adjourned to the
          same day in the next week at the same time and place or to such other
          day and at such other time and place as the Directors may determine;
          and if at the adjourned General Meeting a quorum is not present within
          half an hour from the time appointed therefor such adjourned General
          Meeting shall be dissolved.

     (e)  Clauses 40 and 41 in Table A shall not apply to the Company.

6.   (a)  If and for so long as the Company has only one Member and that
          Member takes any decision which is required to be taken in General
          Meeting or by means of a written resolution, that decision shall be as
          valid and effectual as if agreed by the Company in General Meeting
          save that this paragraph shall not apply to resolutions passed
          pursuant to sections 303 and 391 of the Act.

     (b)  Any decision taken by a sole Member pursuant to paragraph (a) above
          shall be recorded in writing and delivered by that Member to the
          Company for entry in the Company's Minute Book.

APPOINTMENT OF DIRECTORS

7.   (a)  Clause 64 in Table A shall not apply to the Company.

     (b)  The maximum number and minimum number respectively of the Directors
          may be determined from time to time by Ordinary Resolution in General
          Meeting of the Company.  Subject to and in default of any such
          determination there shall be no maximum number of Directors and the
          minimum number of Directors shall be one.  Whensoever the minimum
          number of Directors shall be one, a sole Director shall have authority
          to exercise all the powers and discretions by Table A and by these
          Articles expressed to be vested in the Directors generally, and Clause
          89 in Table A shall be modified accordingly.

     (c)  The Directors shall not be required to retire by rotation and Clauses
          73 to 80 (inclusive) in Table A shall not apply to the Company.

 
                                                                              10

     (d) No person shall be appointed a Director at any General Meeting unless
either:-

                    (i)    he is recommended by the Directors; or

                    (ii)   not less than fourteen nor more than thirty-five
          clear days before the date appointed for the General Meeting, notice
          signed by a Member qualified to vote at the General Meeting has been
          given to the Company of the intention to propose that person for
          appointment, together with notice signed by that person of his
          willingness to be appointed.

     (e)  Subject to paragraph (d) above, the Company may by Ordinary Resolution
          in General Meeting appoint any person who is willing to act to be a
          Director, either to fill a vacancy or as an additional Director.

     (f)  The Directors may appoint a person who is willing to act to be a
          Director, either to fill a vacancy or as an additional Director,
          provided that the appointment does not cause the number of Directors
          to exceed any number determined in accordance with paragraph (b) above
          as the maximum number of Directors and for the time being in force.

     (g)  In any case where as the result of the death of a sole Member of the
          Company the Company has no Members and no Directors the personal
          representatives of such deceased member shall have the right by notice
          in writing to appoint a person to be a Director of the Company and
          such appointment shall be as effective as if made by the Company in
          General Meeting pursuant to paragraph (e) of this Article.

BORROWING POWERS

8.   The Directors may exercise all the powers of the Company to borrow money
     without limit as to amount and upon such terms and in such manner as they
     think fit, and subject (in the case of any security convertible into
     shares) to Section 80 of the Act to grant any mortgage, charge or standard
     security over its undertaking, property and uncalled capital, or any part
     thereof, and to issue debentures, debenture stock, and other securities
     whether outright or as security for any debt, liability or obligation of
     the Company or of any third party.

ALTERNATE DIRECTORS

9.   (a)  An alternate Director shall not be entitled as such to receive
          any remuneration from the Company, save that he may be paid by the
          Company such part (if any) of the remuneration otherwise payable to
          his appointor as such appointor may by notice in writing to the
          Company from time to time direct, and the first sentence of Clause 66
          in Table A shall be modified accordingly.

 
                                                                              11

     (b)  A Director, or any such other person as is mentioned in Clause 65 in
          Table A, may act as an alternate Director to represent more than one
          Director, and an alternate Director shall be entitled at any meeting
          of the Directors or of any committee of the Directors to one vote for
          every Director whom he represents in addition to his own vote (if any)
          as a Director, but he shall count as only one for the purpose of
          determining whether a quorum is present.

GRATUITIES AND PENSIONS

10.  (a)  The Directors may exercise the powers of the Company conferred by
          Clause 3(ii)(s) of the Memorandum of Association of the Company and
          shall be entitled to retain any benefits received by them or any of
          them by reason of the exercise of any such powers.

     (b)  Clause 87 in Table A shall not apply to the Company.

PROCEEDINGS OF DIRECTORS

11.  (a)  A Director may vote, at any meeting of the Directors or of any
          committee of the Directors, on any resolution, notwithstanding that it
          in any way concerns or relates to a matter in which he has, directly
          or indirectly, any kind of interest whatsoever, and if he shall vote
          on any such resolution as aforesaid his vote shall be counted; and in
          relation to any such resolution as aforesaid he shall (whether or not
          he shall vote on the same) be taken into account in calculating the
          quorum present at the meeting.

     (b)  Clauses 94 to 97 (inclusive) in Table A shall not apply to the
          Company.

THE SEAL

12.  (a)  If the Company has a seal it shall only be used with the authority of
          the Directors or of a committee of Directors.  The Directors may
          determine who shall sign any instrument to which the seal is affixed
          and unless otherwise so determined it shall be signed by a Director
          and by the Secretary or second Director.  The obligation under Clause
          6 of Table A relating to the sealing of share certificates shall apply
          only if the Company has a seal. Clause 101 of Table A shall not apply
          to the Company.

     (b)  The Company may exercise the powers conferred by Section 39 of the Act
          with regard to having an official seal for use abroad, and such powers
          shall be vested in the Directors.

 
                                                                              12

INDEMNITY

13.  (a)  Every Director or other officer or Auditor of the Company shall be
          indemnified out of the assets of the Company against all losses or
          liabilities which he may sustain or incur in or about the execution of
          the duties of his office or otherwise in relation thereto, including
          any liability incurred by him in defending any proceedings, whether
          civil or criminal, or in connection with any application under Section
          144 or Section 727 of the Act in which relief is granted to him by the
          Court, and no Director or other officer shall be liable for any loss,
          damage or misfortune which may happen to or be incurred by the Company
          in the execution of the duties of his office or in relation thereto.
          But this Article shall only have effect in so far as its provisions
          are not avoided by Section 310 of the Act.

     (b)  The Directors shall have power to purchase and maintain for any
          Director, officer or Auditor of the Company insurance against any such
          liability as is referred to in Section 310(1) of the Act.

     (c)  Clause 118 in Table A shall not apply to the Company.

 
                                                                              13

TRANSFER OF SHARES

14.  The Directors may, in their absolute discretion and without assigning any
     reason therefor, decline to register the transfer of a share, whether or
     not it is a fully paid share, and the first sentence of Clause 24 in Table
     A shall not apply to the Company.

 
 NAMES AND ADDRESSES OF SUBSCRIBERS
 
1.  Stoorne Incorporations Limited
    4th Floor
    The Quadrangle
    Imperial Square
    Cheltenham
    Gloucestershire  GL50 1YX
------------------------------------
2.  Stoorne Services Limited
    4th Floor
    The Quadrangle
    Imperial Square
    Cheltenham
    Gloucestershire  GL50 1YX
------------------------------------


Dated this                              day of
 
Witness to the above signatures,    Gerald Ireland
                                    4th Floor
                                    The Quadrangle
                                    Imperial Square
                                    Cheltenham
                                    Gloucestershire
                                    GL50 1YX

                                    Chartered Secretary