DOCKET UT-971764 Page 1
 BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


Joint Application of    ) 
ACCESS NETWORK SERVICES, Inc., and  ) DOCKET UT-971764
SHARED TECHNOLOGIES FAIRCHILD, INC., ) 
for Approval of the Transfer of Control ) ORDER GRANTING
of ACCESS NETWORK SERVICES, INC., to ) APPLICATION
INTERMEDIA COMMUNICATIONS INC.,  )    
. . . . . . . . . . . . . . . . . . . . ) 


  On December 15, 1997, Access Network Services, Inc. (ANSI), Shared 
Technologies Fairchild, Inc.(STFI), and Intermedia Communications, Inc.(ICI), 
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 ANSI from STFI to ICI.

  ANSI was registered as a telecommunications company in Docket UT-951000.  The 
order authorizing registration was based upon ANSI providing resold direct dial 
long distance services. STFI is the parent company of Shared Technologies 
Fairchild Communications Corp., which, in turn, is the parent company of ANSI.  

  ICI was authorized to provide services as a telecommunications company in 
Docket UT-961229.  ICI was authorized to provide resold direct dial long 
distance services.

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

  After the transfer of control, ANSI will survive for an indefinite period as 
a wholly owned subsidiary of STFI, and STFI will be a subsidiary of ICI.  ANSI 
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 ANSI's customers in Washington.


FINDINGS

  THE COMMISSION FINDS:

  1. Access Network 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.

  2. Intermedia 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.

  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, Shared Technologies Fairchild Inc., is hereby authorized to transfer 
control to Intermedia Communications 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, Intermedia 
Communications 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 28th day of January, 1998.



      PAUL CURL, Acting Secretary