leading publisher of telephone directories and leading Internet Corporation.

RSL said that shareholders of Seat Pagine Gialle Spa. voted to approve its previously announced joint venture to buy RSL COM's subsidiary, Telegate Holding and the holding company for shares in telegate AG. As part of the joint venture, RSL COM will initially sell 1.6 percent of its interest in Telegate Holding to SEAT for consideration with a value of approximately 17 million Euros.

Upon termination of the joint venture with SEAT, RSL COM will have the right, beginning in January 2001, to sell to SEAT, and SEAT will have the right to purchase from RSL COM, all of RSL COM's remaining equity interest in Telegate Holding.

Telegate is one of the leading directory services companies in Germany and is publicly traded on the Neur Market in Frankfurt.

RSL COM acquired its stake in telegate in July 1998 for approximately $33 million through its relationship with Metro Holding AG, the management company for Metro AG, the largest retailer in Europe. Under the now approved joint venture, RSL COM will provide SEAT with various Internet/data communications services on a non-exclusive basis for the European and United States expansion of telegate.

"We are working very closely with SEAT to grow and expand the business of telegate and we continue to support one another in order to take advantage of the significant opportunities in Europe,'' said Itzhak Fisher, President and CEO of RSL COM.

"The option to sell our remaining stake in telegate to SEAT will allow us to monetise a non-core asset when appropriate for our overall business needs.'' Seat Pagine Gialle (formerly a division of Stet, now Telecom Italia Spa) is the publisher and printer of the Italian Yellow Pages, White Pages and many other directories.

The company has developed during the last years a complete offer of on-line products and services, such as PG-online.