Docket UT-950564 Page 1



BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the Matter of the    )  DOCKET  UT-950564
Supplemental Application of   )  
NEXTLINK Washington, L.L.C.,  )  ORDER GRANTING 
formerly Tel-West Communications of   )  AMENDMENT TO  
Washington, L.L.C.,       )  REGISTRATION APPLICATION  
for an Order Granting Amendment  )  TO CHANGE THE FORM OF
to Registration Application to Change )  THE CORPORATE
the Form of the Corporate Organization )  ORGANIZATION
........................................................................)  



  On May 19, 1998, NEXTLINK Washington, L.L.C., (NEXTLINK) formerly Tel-West 
Communications of Washington, L.L.C., filed a supplemental application to amend 
the company’s registration application to change the form of the corporate 
organization.

    Tel-West Communications of Washington, L.L.C., (Tel-West) was registered as 
a telecommunications company in Docket UT-950564.  Tel-West filed for a name 
change in Docket UT-960489 to become NEXTLINK Washington, L.L.C., a limited 
liability company.

  The current owners of NEXTLINK are NEXTLINK Communications, which owns 99% of 
NEXTLINK and NEXTLINK, Inc., which owns 1% of NEXTLINK.  NEXTLINK will be 
merged into a newly formed Washington corporation currently known as New 
NEXTLINK Washington, Inc., (New NEXTLINK).  New NEXTLINK currently is wholly 
owned by NEXTLINK Communications.   New NEXTLINK will be the surviving entity 
in the merger and NEXTLINK will cease to exist.  The purpose of the merger is 
simply to convert NEXTLINK from a Washington limited liability company to a 
Washington corporation.  As a result of the merger, NEXTLINK Communications and 
NEXTLINK, Inc., will be the shareholders of the newly formed NEXTLINK 
Washington, Inc. 

  NEXTLINK Washington, Inc., has filed a proposed tariff which is satisfactory 
and will mirror incumbent local exchange company (LEC) calling. 

FINDINGS

  THE COMMISSION FINDS:

  1.   NEXTLINK Washington, Inc., is a public service company subject to the 
jurisdiction of this Commission under the provisions of chapter 80.36 RCW.

  2.   It appears, upon investigation, that the request for authority to amend 
the application for registration to change the form of the corporate 
organization, should be approved.

  3.   In this proceeding, the Commission in no way endorses the financial 
viability of applicant nor the investment quality of any securities it may 
issue.


O R D E R

  THE COMMISSION ORDERS:

  1.  After the effective date of this order and subject to the conditions 
hereof, the supplemental application of NEXTLINK Washington, Inc., filed with 
the Commission requesting authority to amend the application for registration 
to change the form of the corporate organization is hereby granted. 

  2.  This order shall in no way affect the authority of this Commission over 
rates, service, accounts, valuations, estimates or determination of costs, or 
any matters whatsoever that may come before it, nor shall anything herein be 
construed as an acquiescence in any estimate or determination of costs, or any 
valuation of property claimed or asserted.

  3.  The proposed tariff as filed and amended, in Exhibit G attached to the 
application, is satisfactory.  The tariff bears an effective date of 30 days 
subsequent to the date of receipt by the Commission.  

  DATED at Olympia, Washington, and effective this 25th day of June, 1998.


  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION





       CAROLE J. WASHBURN, Secretary