DOCKET UT-980275 Page 1
 BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the Matter of the Application of  ) 
LCI INTERNATIONAL TELECOM CORP.) DOCKET UT-980275
and LCI INTERNATIONAL   )
MANAGEMENT SERVICES, INC., ) 
for Approval of the Merger of   ) ORDER GRANTING
LCI INTERNATIONAL MANAGEMENT ) APPLICATION
SERVICES, INC., with and into LCI   )
INTERNATIONAL TELECOM CORP. )    
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) 


  On March 4, 1998, LCI International Telecom Corp., (LCI Telecom) and LCI 
International Management Services, Inc., (LCIM), 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 LCIM with and into LCI Telecom.

  LCI Telecom was registered as a telecommunications company in Docket 
UT-920034.  The order authorizing registration was based upon LCI Telecom 
providing long distance services.  LCI Telecom amended it's registration 
authority in Docket UT-940946 to provide operator services and in Docket 
UT-960858 to provide local exchange services.

  LCI Telecom and LCIM entered into a definitive Agreement and Plan of Merger 
pursuant to which LCIM will merge with and into LCI Telecom.  LCI Telecom will 
continue to operate as it has in the past, pursuant to the same name, tariff, 
and operating authority.  The merger will be seamless and will have no adverse 
impact on LCI Telecom's customers in Washington.

FINDINGS

  THE COMMISSION FINDS:

  1. LCI International Telecom Corp., is a public service company subject to 
regulation by this Commission, under the provisions of chapters, RCW 80.12 and 
RCW 80.36.

  2. 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.

  3. 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, LCI International Management Services, Inc., is hereby authorized to 
merge with and into LCI International Telecom Corp., in accordance with the 
Agreement and Plan of Merger. 

  2. Prior to exercising the above authorized merger, LCI International Telecom 
Corp., 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 15th day of June, 1998.



      CAROLE  J. WASHBURN, Secretary