PROSPECTUS                                      File No. 33-52037
                                                   Filed pursuant to
                                                   Rule 424(b)(3)

                           552,714 Shares


                                LOGO





   IDB COMMUNICATIONS GROUP, INC.
   Common Stock

   This Prospectus covers the sale by certain holders (the
   "Selling Stockholders") of 552,714 shares of common stock,
   $.01 par value (the "Common Stock"), of IDB Communications
   Group, Inc., a Delaware corporation ("IDB" or the "Company"). 
   This Prospectus also covers up to 1,188,335 additional shares
   of Common Stock issuable on February 4, 1994 pursuant to a
   3.15-to-one split in the form of a 215 percent dividend
   payable to stockholders of record on January 21, 1994.

        The Selling Stockholders may offer shares of Common Stock
   from time to time to purchasers directly or through
   underwriters, dealers or agents.  Such shares of Common Stock
   may be sold at market prices prevailing at the time of sale or
   at negotiated prices.

        The Common Stock is traded on the NASDAQ National Market
   System under the symbol "IDBX."  The Company will not receive
   any of the proceeds from the sale of the shares of Common
   Stock by the Selling Stockholders.


   FOR INFORMATION CONCERNING CERTAIN FACTORS THAT SHOULD BE
   CONSIDERED BY
   PROSPECTIVE INVESTORS, SEE "RISK FACTORS."
                                              

   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
   SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
   HAS
   THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
   COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
   PROSPECTUS.  ANY REPRESENTATION TO THE
   CONTRARY IS A CRIMINAL OFFENSE.



                                                       







          The date of this Prospectus is February 2, 1994






































































                       AVAILABLE INFORMATION

          The Company is subject to the informational
   requirements of the Securities Exchange Act of 1934, as
   amended (the "Exchange Act"), and in accordance therewith
   files reports, proxy statements and other information with the
   Securities and Exchange Commission (the "Commission").  Such
   reports, proxy statements and other information can be
   inspected and copied at the public reference facilities
   maintained by the Commission at Judiciary Plaza, 450 Fifth
   Street, N.W., Washington, D.C.  20549 and at the Commission's
   regional offices at 7 World Trade Center, Suite 1300, New
   York, New York  10048 and Northwestern Atrium Center, 500 West
   Madison Street, Suite 1400, Chicago, Illinois 60661-2511. 
   Copies of such material can be obtained from the Public
   Reference Section of the Commission at Judiciary Plaza,
   450 Fifth Street, N.W., Washington, D.C.  20549, at prescribed
   rates.  The Company's Common Stock is traded in the NASDAQ
   National Market System, and such reports, proxy statements and
   other information also can be inspected at the office of
   NASDAQ Operations, 1735 K Street, N.W., Washington, D.C. 
   20006.


          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents which have been filed by the
   Company with the Commission, as noted below, are incorporated
   by reference into this Prospectus:  (a) Annual Report on Form
   10-K for the year ended December 31, 1992 (as amended by Forms
   10-K/A filed July 30, 1993 and August 11, 1993); (b) Quarterly
   Reports on Form 10-Q for the quarters ended March 31, 1993 (as
   amended by Form 10-Q/A filed July 30, 1993), June 30, 1993 and
   September 30, 1993; (c) Current Reports on Form 8-K filed with
   the Commission on November 2, 1992, January 5, 1993 (as
   amended by Form 8 filed March 4, 1993), February 4, 1993,
   April 29, 1993, May 11, 1993, June 24, 1993 (as amended by
   Form 8-K/A filed August 11, 1993), July 30, 1993, August 20,
   1993, September 28, 1993, November 10, 1993, November 12, 1993
   and November 19, 1993; (d) Report by Issuer of Securities
   Quoted on NASDAQ on Form 10-C filed on January 27, 1993,
   May 21, 1993 and September 28, 1993; (e) the description of
   the Company's Common Stock, $.01 par value (the "Common
   Stock"), contained in the Registration Statement on Form 8-A
   dated September 11, 1986, as supplemented by the description
   of the Common Stock contained on pages 37 through 41 of the
   Company's Proxy Statement dated July 17, 1992; and (f)
   Information Statement dated August 23, 1993.  All of the above
   referenced documents were filed under Commission File No. 0-
   14972.

          All documents subsequently filed by the Company
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
   Act, prior to the termination of the offering of the Common
   Stock, shall be deemed to be incorporated by reference herein
   and to be a part hereof from the date of filing such
   documents.  Any statement contained herein or in any document
   incorporated or deemed to be incorporated by reference herein
   shall be deemed to be modified or superseded for the purposes









   of this Prospectus to the extent that a statement contained
   herein or in any other subsequently filed document which also
   is or is deemed to be incorporated by reference herein
   modifies or supersedes such statement.  Any such statement so
   modified or superseded shall not be deemed to constitute a
   part of this Prospectus, except as so modified or superseded. 
   The Company will provide without charge to each person,
   including any beneficial owner, to whom a copy of this
   Prospectus is delivered, upon written or oral request of such
   person, a copy of any or all of the information that has been
   incorporated by reference in this Prospectus (excluding
   exhibits to such information which are not specifically
   incorporated by reference into such information).  Requests
   for such information should be directed to IDB Communications
   Group, Inc., 10525 West Washington Boulevard, Culver City,
   California  90232-1922; Attention:  Neil J Wertlieb,
   Secretary; Telephone (213) 870-9000.



















































                            RISK FACTORS

          The following risk factors, in addition to the other
   information contained in or incorporated by reference in this
   Prospectus, should be carefully considered before purchasing
   the Common Stock offered hereby:

          Risks Associated with Growth Management and
   Acquisition Integration.  The Company is currently
   experiencing a period of rapid growth, including expansion
   related to the Company's recent acquisitions of World
   Communications, Inc., a New York corporation ("WorldCom"), in
   the fourth quarter of 1992 and TRT Communications Inc., a
   Delaware corporation ("TRT"), in the third quarter of 1993. 
   This growth has placed, and will continue to place, a strain
   on the Company's management and operational resources.  Both
   WorldCom and TRT experienced operating losses during each of
   the past several years.  The Company's future results will
   depend upon its ability to integrate WorldCom and TRT into the
   Company (including integration of WorldCom and TRT management
   information systems and controls) and to restructure their
   operations to improve their performance.  Such restructuring,
   together with the continued growth of the Company's business,
   could place demands on the Company's liquidity and capital
   resources and may require the Company to seek additional
   financing in the future.  To manage its growth effectively,
   the Company will need to continue to implement and improve its
   operational, financial and management information systems and
   to train, motivate and manage its employees.  The Company
   intends to continue to evaluate opportunistic acquisitions
   which, if undertaken, could result in additional integration
   challenges.

          Dependence Upon Key Personnel.  The success of the
   Company is dependent, in part, upon its key management and
   technical personnel.  In particular, the Company is highly
   dependent upon Jeffrey P. Sudikoff, Chairman and Chief
   Executive Officer, and Edward R. Cheramy, President.  The
   Company has obtained key-man life insurance on the lives of
   Messrs. Sudikoff and Cheramy in the amount of $5 million and
   $3 million, respectively. The Company believes that its future
   success will depend in large part upon its ability to attract,
   retain and motivate highly skilled employees, who are in great
   demand.

        Competition.  The U.S.-based international communications
   services market, including telephone, telex, telegraph and
   private line services, is dominated by American Telephone &
   Telegraph Co., MCI Communications Corporation and U.S. Sprint
   Communications, Ltd.  As the Company's network expands to
   serve a broader range of users, IDB expects to encounter
   increasing competition from major domestic and international
   communications companies, including these three carriers,
   which have significantly greater resources and more extensive
   domestic and international satellite and fiber optic
   communications networks than the Company.  In the radio and
   television broadcast industry, the Company encounters
   competition from several of the larger companies in both the
   cable and telecommunications market as well as smaller, more









   entrepreneurial industry participants.  In addition, in the
   future the Company may be subject to additional competition
   due to the development of new technologies.

        Government Regulation.  The Company requires
   authorizations from the U.S. Federal Communications Commission
   (the "FCC") to operate all of its satellite transmission earth
   stations and its satellite earth stations that receive signals
   from international satellites or international points.  The
   Company has operating authority or has made other suitable
   arrangements to transmit material from all locations where it
   currently offers satellite transmission service and has such
   authority where it receives such international signals.  The
   Company must obtain authority from the FCC to operate circuits
   on international satellites and international fiber optic
   cable systems.  FCC licensing decisions or changes in U.S.
   government policies increasing or decreasing access to
   non-Intelsat satellites or other network components could
   adversely affect the Company, particularly if such decisions
   or changes result in a reallocation of access rights among the
   Company and its competitors.  Although the Company has never
   had a license application denied by the FCC, there can be no
   assurance that the Company will receive all authorizations or
   licenses necessary for new communications services or that
   delays in the licensing process will not adversely affect the
   Company's business.  The Company's transmitting equipment must
   comply with FCC technical standards, which are subject to
   change, and can result in the premature obsolescence of
   equipment. Some of the Company's services are deemed common
   carriage and as such must be provided at just and reasonable
   rates on a nondiscriminatory basis.  The Company monitors its
   compliance with federal, state and local regulations governing
   the discharge and disposal of hazardous and environmentally
   sensitive materials including the emission of electromagnetic
   radiation.   Although the Company believes it is in compliance
   with such regulations, there can be no assurance that any such
   discharge, disposal or emission might not expose the Company
   to claims or actions that could have a material adverse effect
   on the Company's financial results.

        International Business.  The Company derives substantial
   revenues by providing international communication services
   primarily to customers headquartered in the United States. 
   Such operations are subject to certain risks such as changes
   in foreign government regulations and telecommunication
   standards, licensing requirements, tariffs or taxes and other
   trade barriers and political and economic instability.  In
   addition, the Company's revenues and cost of sales are
   sensitive to changes in international settlement rates
   negotiated under operating agreements.

        Possible Unavailability of Leased Transmission
   Facilities.  The Company operates in, and plans to expand
   into, markets that are not served by facilities owned by the
   Company, the profitability of which is based in part upon the
   Company's ability to transmit its customers' traffic on a
   cost-effective basis over leased facilities.  The Company
   believes it has ample access to leased transmission facilities
   at cost-effective rates and expects to continue to have such









   access in the foreseeable future because technological
   improvements in recent years have increased the capacity of
   existing digital fiber optic and satellite-based transmission
   facilities.  There can be no assurance, however, that such
   leased facilities will be available to the Company at cost-
   effective rates in the future.

        Volatility of Stock Price.  The market price of the
   Company's Common Stock may be significantly affected by
   announcements of expanded services by the Company or its
   competitors, acquisitions of related companies and variations
   in quarterly operating results, among other factors. Within
   the past two years, the stock market has experienced
   volatility which has been unrelated to the operating results
   of traded companies.  Such volatility, as well as general
   economic, political and market conditions, such as recessions
   and military conflicts, may adversely affect the market price
   of the Common Stock.  The Company's Common Stock is currently
   trading at or near its highest historical sales price.


                        SELLING STOCKHOLDERS

        The Common Stock covered by this Prospectus is being
   offered by the Selling Stockholders identified in the table
   below.  The following table sets forth certain information as
   of the date hereof with respect to the Selling Stockholders
   and the shares of Common Stock offered hereby:
   
   

                                             

                           Shares                     Shares
    Name of Selling        Beneficially   Shares      Beneficially
    Stockholder            Owned Prior    Offered     Owned After
                           To Offering    Hereby      Offering    
    Jeffrey Barbakow (1)         325,000      325,000            0 

    Mezzonen S.A. (2)            169,419      169,419            0 

    Robert Landers (3)            42,000       42,000            0 
    Jonathan Gans (4)             16,295       16,295            0 

    Total                        552,714      552,714            0 
   

                                   
   (1)    Mr. Barbakow acquired 325,000 shares of Common Stock
          in exchange for cash consideration which was used to
          finance in part the repayment of certain debt by the
          Company in connection with the purchase of TC WorldCom
          AG ("WorldCom Europe").  Mr. Barbakow has acted as a
          consultant to the Company since December 1, 1991.
   (2)    Mezzonen S.A., a Luxembourg corporation ("Mezzonen"),
          acquired 169,419 shares of Common Stock in exchange
          for cash consideration which was used to finance in
          part the Company's purchase of WorldCom Europe. 










   (3)    Mr. Landers acquired 42,000 shares of Common Stock in
          consideration for the purchase by the Company of
          certain audio network assets from Landco Labs, Inc., a
          California corporation that was wholly-owned by Mr.
          Landers at the time of the transaction.  Mr. Landers
          has acted as a consultant since the Company's purchase
          of the audio network assets from Landco in July 1992.
   (4)    Mr. Gans acquired 16,295 shares of Common Stock in
          connection with the acquisition of Common Stock by
          Mezzonen.


                        PLAN OF DISTRIBUTION

          The Company has been advised by each Selling
   Stockholder that they each intend to sell all or a portion of
   their shares of Common Stock offered hereby from time to time
   to purchasers directly or through underwriters, dealers or
   agents, who may receive compensation in the form of
   underwriting discounts, concessions or commissions from them
   and/or purchasers of the shares of Common Stock for whom they
   may act as agent.  Each Selling Stockholder will be
   responsible for payment of any and all commissions to brokers,
   which will be negotiated on an individual basis.  Each Selling
   Stockholder and any underwriters, dealers or agents that
   participate in the distribution of the shares of Common Stock
   may be deemed to be underwriters, and any profit on the sale
   of such shares of Common Stock by them and any discounts,
   commissions or concessions received by any such underwriters,
   dealers or agents might be deemed to be underwriting discounts
   and commissions under the Securities Act of 1933, as amended
   (the "Securities Act").  At the time a particular offer of any
   of the shares of Common Stock is made, to the extent required,
   a supplement to this Prospectus will be distributed which will
   set forth the number of shares of Common Stock being offered
   and the terms of the offering, including the name or names of
   any underwriters, dealers or agents, any discounts,
   commissions or other items constituting compensation from each
   Selling Stockholder and any discounts, commissions or
   concessions allowed or re-allowed or paid to dealers.

          The shares of Common Stock may be sold in the over-
   the-counter market or in privately negotiated transactions. 
   Sales of such shares in the over-the-counter market may be
   made by means of one or more of the following: a block trade
   in which a broker or dealer will attempt to sell shares as
   agent but may position and resell a portion of the block as
   principal to facilitate the transaction; purchases by a dealer
   as principal and resale by such dealer for its account
   pursuant to this Prospectus; and ordinary brokerage
   transactions and transactions in which the broker solicits
   purchasers.  In addition, any shares of Common Stock covered
   by this Prospectus which qualify may be sold pursuant to Rule
   144 under the Securities Act rather than pursuant to this
   Prospectus.  Each Selling Stockholder will be subject to
   applicable provisions of the Exchange Act, and the rules and
   regulations thereunder, including, without limitation, Rule
   10b-2, 10b-6 and 10b-7, which provisions may limit the timing
   of purchases and sales of any of the shares of Common Stock by









   the Selling Stockholders.  There is no assurance that any
   Selling Stockholder will sell any or all of the Common Stock
   described herein and may transfer, devise or gift such shares
   by other means not described herein.


                           LEGAL MATTERS

          The validity of the shares offered hereby will be
   passed upon for the Company by Neil J Wertlieb, the General
   Counsel of the Company.  Mr. Wertlieb holds 600 shares of
   Common Stock and options to purchase 16,300 shares of Common
   Stock, 1,574 of which are currently exercisable.


                              EXPERTS

          The financial statements of IDB Communications Group,
   Inc. and its consolidated subsidiaries (except World
   Communications, Inc.) as of December 31, 1992 and 1991 and for
   each of the three years in the period ended December 31, 1992
   and the related financial statement schedules incorporated in
   this Prospectus by reference to the Company's Annual Report on
   Form 10-K for the year ended December 31, 1992, as amended,
   have been audited by Deloitte & Touche, independent auditors,
   as stated in their report, which is incorporated by reference
   herein.

          The financial statements of World Communications, Inc.
   (a consolidated subsidiary of the Company as of December 31,
   1992), incorporated in this Prospectus by reference to the
   Company's Current Reports on Form 8-K filed with the
   Commission on November 2, 1992 and April 29, 1993, have been
   audited by BDO Seidman, independent auditors, as stated in
   their reports, which are incorporated by reference herein.

          The consolidated financial statements of TRT
   Communications, Inc., incorporated in this Prospectus by
   reference to the Company's Current Report on Form 8-K dated
   April 27, 1993 filed with the Commission on April 29, 1993,
   have been audited by Deloitte & Touche, independent auditors,
   as stated in their report, which is incorporated by reference
   herein.

          Such financial statements of IDB Communications Group,
   Inc., World Communications, Inc. and TRT Communications, Inc.
   have been incorporated by reference herein in reliance upon
   the respective reports of such independent auditors given upon
   their authority as experts in accounting and auditing.


                       ADDITIONAL INFORMATION

          The Company has filed with the Commission a
   registration statement (the "Registration Statement") under
   the Securities Act, with respect to the securities offered
   hereby.  This Prospectus, which constitutes a part of the
   Registration Statement, does not contain all of the
   information set forth in the Registration Statement, certain









   items of which are contained in schedules and exhibits to the
   Registration Statement as permitted by the rules and
   regulations of the Commission.  Statements made in this
   Prospectus as to the contents of any contract, agreement or
   other document referred to are not necessarily complete.  With
   respect to each such contract, agreement or other document
   filed as an exhibit to the Registration Statement, reference
   is made to the exhibit for a more complete description of the
   matter involved, and each such statement shall be deemed
   qualified in its entirety by such reference.  Items and
   information omitted from this Prospectus but contained in the
   Registration Statement may be inspected and copied at the
   Public Reference Facilities maintained by the Commission at
   Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
   Washington, D.C. 20549.






















































   
   

                               
    No dealer, salesperson or
    other individual has been
    authorized to give any        552,714 Shares
    information or to make any
    representations other than
    those contained or
    incorporated by reference     LOGO
    in this Prospectus in
    connection with the offer
    made by this Prospectus
    and, if given or made, such
    information or
    representations must not be
    relied upon as having been
    authorized by the Company,
    the Selling Stockholders or
    any underwriter or agent.     Common Stock
    Neither the delivery of
    this Prospectus nor any
    sale made hereunder shall,
    under any circumstances,
    create an implication that    ___________________
    there has been no change in
    the affairs of the Company    PROSPECTUS
    since the date hereof.        ___________________
    This Prospectus does not
    constitute an offer or
    solicitation by anyone in
    any jurisdiction in which
    such offer or solicitation
    is not authorized or in
    which the person making
    such offer or solicitation
    is not qualified to do so
    or to anyone to whom it is
    unlawful to make such offer
    or solicitation.
         __________________
          TABLE OF CONTENTS
                            Page             February 2, 1994
    Available Information      2
    Incorporation of Certain
      Documents by Reference   2
    Risk Factors               3
    Selling Stockholders       4
    Plan of Distribution       5
    Legal Matters              5
    Experts                    5                     
    Additional Information     6