DOCKET UT-971424 Page 1
 BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


Joint Application of    ) 
U.S. LONG DISTANCE, INC., and   ) DOCKET UT-971424
LCI INTERNATIONAL, INC.,    ) 
for Approval of the Transfer of Control ) ORDER GRANTING
of U.S. LONG DISTANCE, INC., to  ) APPLICATION
LCI INTERNATIONAL, INC.,    )    
. . . . . . . . . . . . . . . . . . . . ) 


  On December 13, 1996, USLD Communications, Inc., (USLDI) and LCI 
International, Inc., (LCI), 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 transfer of control of USLDI to LCI.

  USLDI was registered as a telecommunications company in Docket UT-893222.  
The order authorizing registration was based upon USLDI providing resold direct 
dial long distance services.  

  LCI was authorized to provide services as a telecommunications company in 
Docket UT-920034.  LCI was authorized to provide resold direct dial long 
distance services.

  LCI and USLD Communications Corp., (USLDC) entered into a definitive 
Agreement and Plan of Merger pursuant to which LCI will acquire USLDC by 
purchasing all of the company's outstanding shares.  Since USLDI is wholly 
owned by USLDC, the acquisition of USLDC by LCI will result in a transfer of 
ultimate control of USLDI to LCI.  The transfer of control will be accomplished 
through use of a reverse triangular merger whereby a newly formed, special 
purpose subsidiary of LCI, LCI Acquisition Corp., will be merged with and into 
USLDC.  USLDC will be the surviving entity, and will thereafter be a wholly 
owned subsidiary of LCI. USLDI will continue to exist as a wholly owned 
subsidiary of USLDC.  The merger of USLDC and LCI is defined in the Agreement 
and Plan of Merger filed as part of the application. 

  After the transfer of control, USLDC will survive for an indefinite period as 
a wholly owned subsidiary of LCI, and USLDI will remain a subsidiary of USLDC.  
USLDI will continue to operate as it has in the past, pursuant to the same 
name, tariff, and operating authority.  The transfer of control will be 
seamless and will have no adverse impact on USLDI's customers in Washington.





 
FINDINGS

  THE COMMISSION FINDS:

  1. USLD Communications, 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. LCI International, 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 transfer of control 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, USLD Communications, Inc., is hereby authorized to transfer control to 
LCI International, Inc., in accordance with the Agreement and Plan of Merger 
filed as part of the application herein. 

  2. Prior to exercising the above authorized transfer of control, LCI 
International, Inc., will file with the Commission true copies of the 
instruments of the merger that were executed pursuant to this order.

  3. 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 26th day of November, 1997.



      STEVE McLELLAN, Secretary