DOCKET UT-970256 Page 1
BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


Joint Application of    ) 
IXC LONG DISTANCE, INC., and   ) DOCKET UT-970256
L.D. SERVICES, INC.,    ) 
for Approval of Merger     ) ORDER GRANTING
. . . . . . . . . . . . . . . . . . . . ) APPLICATION


  On February 18, 1997, IXC Long Distance, Inc., and L.D. Services, Inc., 
jointly filed an application with the Commission under the provisions of 
chapter RCW 80.12 and chapter WAC 480-143 for an order approving the merger of 
L.D. Services, Inc., with and into IXC Long Distance, Inc.

  IXC Long Distance, Inc., was registered as a telecommunications company in 
Docket UT-950601.  The order authorizing registration was based upon IXC Long 
Distance, Inc., providing resold direct dial long distance services.  

  L.D. Services, Inc., was authorized to provide services as a 
telecommunications company in Docket UT-930720. L.D. Services, Inc., was 
authorized to provide resold direct dial long distance services.

  L.D. Services, Inc., will merge with and into IXC Long Distance, Inc., and 
will thereafter be a wholly-owned subsidiary of IXC Long Distance, Inc.  The 
merger of IXC Long Distance, Inc., and L.D. Services, Inc., will be defined in 
the Stock Acquisition Agreement and Plan of Merger filed as part of the 
application. 

  Subsequent to this order, L.D. Services, Inc., existing customers will 
receive the identical service from IXC Long Distance, Inc., that they currently 
receive from L.D. Services, Inc., at the same rates, terms, and conditions.  
L.D. Services, Inc., submitted a tariff to offer telecommunication services in 
Docket UT-931114, which duplicates the services offered by IXC Long Distance, 
Inc.  L.D. Services, Inc., customers are being notified in writing by direct 
mail concerning the merger into IXC Long Distance, Inc. 

FINDINGS

  THE COMMISSION FINDS:

  1. IXC Long Distance, Inc., is a public service company subject to regulation 
by this Commission, under the provisions of chapters, RCW 80.12 and RCW 80.36.

  2. L.D. Services, Inc., is a public service company subject to regulation by 
this Commission, under the provisions of chapters, RCW 80.12 and RCW 80.36.

  3. As to form, the application filed herein meets the requirements of chapter 
RCW 80.12 and the rules and regulations of the Commission adopted pursuant 
thereto.

  4. The proposed merger is not inconsistent with the public interest and 
should therefore be approved under the terms and conditions of this order.

O R D E R

  THE COMMISSION ORDERS:
  
  1. After the effective date of this order and subject to the conditions 
hereof, L.D. Services, Inc., is hereby authorized to merge with and into IXC 
Long Distance, Inc., in accordance with the Stock Acquisition Agreement and 
Plan of Merger filed as part of the application herein. 

  2. The reasonableness of any fees, charges, or accounting allocation involved 
in carrying out the provisions of the transfer of property arrangements 
approved herein are neither approved nor disapproved in this proceeding. 

  3. Prior to exercising the above authorized merger, L.D. Services, Inc., Long 
Distance Company will file with the Commission true copies of the instruments 
of the merger that were executed pursuant to this order.

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

  DATED at Olympia, Washington, and effective this 23rd day of April, 1997.



      STEVE McLELLAN, Secretary