BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


Joint Application of    ) 
LDM SYSTEMS INC., and RSL COM ) DOCKET UT-971746
U.S.A., INC., for Authority to   ) 
Transfer Control from LDM SYSTEMS ) ORDER GRANTING
INC., to RSL COM U.S.A., INC.  ) APPLICATION
. . . . . . . . . . . . . . . . .    )


  On December 10, 1997, LDM Systems Inc., and RSL COM U.S.A., Inc., jointly 
filed an application with the Commission under the provisions of chapter RCW 
80.12 and chapter WAC 480-143 for an order authorizing the transfer of control 
from LDM Systems Inc., to RSL COM U.S.A., Inc.

  LDM Systems Inc., was registered as a telecommunications company in Docket 
UT-950295.  The order authorizing registration was based upon LDM Systems Inc., 
providing resold long distance telecommunication services.  

  RSL COM U.S.A., Inc., was registered as a telecommunications company in 
Docket UT-970539.  The order authorizing registration was based upon RSL COM 
U.S.A., Inc., providing resold long distance telecommunication services.  

  LDM Systems Inc., will transfer control to RSL COM U.S.A., Inc., for a stock 
purchase price defined in the Stock Purchase Agreement.  LDM Systems Inc., will 
continue to operate as a long distance telecommunications provider in 
Washington state as a wholly owned subsidiary of RSL COM U.S.A., Inc.  The 
transfer of control will be made in a seamless fashion that will not affect the 
provision of telecommunication services in Washington.  The rates, terms, and 
conditions currently available to LDM Systems Inc.'s customers will not change 
as a result of the transaction. 

FINDINGS

  THE COMMISSION FINDS:

  1. LDM Systems 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. RSL COM U.S.A., 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, LDM Systems Inc., is hereby authorized to transfer control to RSL COM 
U.S.A., Inc. 

  2. Within 30 days after the above authorized transfer has been consumated, 
LDM Systems Inc., shall file with the Commission true copies of the instruments 
of transfer which 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 28th day of January, 1998.



      PAUL CURL, Acting Secretary