DOCKET UT-971143        Page 1



BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION 

In the Matter of the Joint   )
Application for Approval of Merger  )  DOCKET UT-971143 
of SmarTel Communications, Inc.,  )
into SmarTalk TeleServices, Inc.,  )
and for Transfer of Assets and  )
Customer Base from SmarTel   )
Communications, Inc.,     )      ORDER GRANTING
to SmarTalk TeleServices, Inc.  )  APPLICATION
. . . . . . . . . . . . . . . . . . )


  On July 9, 1997, SmarTel Communications, Inc., (SmarTel), jointly with 
SmarTalk TeleServices, Inc., (SmarTalk) filed an application with the 
Commission under the provisions of chapter 80.12 RCW and chapter 480-143 WAC 
for an order authoriz- ing the merger of SmarTel into SmarTalk.  

  SmarTel was registered as a telecommunications company in Docket UT-961582.  
The order authorizing registration was based upon SmarTel providing resale of 
long distance -and debit card services throughout the state of Washington.  

  SmarTalk was registered as a telecommunications company in Docket UT-951159.  
SmarTalk was authorized to provide the resale of long distance and debit card 
services throughout the state of Washington.

  The result of the merger will be that SmarTel will no longer exist and that 
SmarTalk as a matter of law will own all assets of SmarTel, including all 
property, plant equipment and contract rights.  In addition, the transaction 
effecting the merger will result in SmarTalk assuming all responsiblity for 
outstanding SmarTel debit cards.  

  SmarTel will transfer assets and customer base to SmarTalk for a purchase 
price defined in the Agreement and Plan of Merger, filed as part of the 
application.  SmarTel will no longer provide telecommunications services. 

  Subsequent to this order, SmarTel's customers will continue to be billed 
under the rates, terms and conditions of SmarTel's tariff until such time that 
SmarTalk assumes SmarTel's Washington operations in their entirety.  SmarTalk 
will then serve and bill SmarTel's customers under the rates, terms and 
conditions of SmarTalk's price list which will include similar products at 
comparable prices.  SmarTel's customers are being notified of SmarTalk's 
acquisi-tion of SmarTel in writing by direct mail.  Following the acquisi-tion, 
SmarTalk will cancel SmarTel's Washington tariff WN U-1.

FINDINGS

  THE COMMISSION FINDS: 

  1.  SmarTel Communications, Inc., is a public service company subject to 
regulation by this Commission, under the provisions of chapter 80.12 RCW and 
chapter 80.36 RCW. 

  2. -SmarTalk TeleServices, Inc., is a public service company subject to 
regulation by this Commission, under the provisions of chapter 80.12 RCW and 
chapter 80.36 RCW.

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

  4.  The proposed sale and transfer is consistent 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 provisions 
hereof, SmarTel Communications, Inc., is hereby authorized to transfer assets, 
customer base, and merge into SmarTalk TeleServices-, Inc., in accordance with 
the 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. Within 30 days after the above authorized transfer has been consummated, 
SmarTalk TeleServices, Inc., shall file with the Commission true copies of the 
instruments of transfer which were executed pursuant to this order. 

  4. Prior to exercising the authority granted by ordering paragraph no. 1 of 
this order, SmarTalk TeleServices, Inc., will submit to the Commission price 
list revisions as required to provide service to the customers of SmarTel 
Communi- cations, Inc.

  5. This order shall in no way affect the authority of this Commission over 
rates, service, or accounts, evaluations, estimates, or determination of cost 
or any matters whatsoever 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 24th 
day of September, 1997.

  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION

      


      STEVE McLELLAN, Secretary