DOCKET UT-980859 Page 1
BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION

Joint Application of    ) 
PT-1 COMMUNICATIONS, INC., and ) DOCKET UT-980859
STAR TELECOMMUNICATIONS, INC., ) 
for Approval of Merger    ) ORDER GRANTING
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) 
APPLICATION


  On June 22, 1998, PT-1 Communications, Inc., (PT-1) and STAR 
Telecommunications, Inc., (STAR), 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 merger of PT-1 with and into STAR.

  PT-1 was registered as a telecommunications company in Docket UT-961499. The 
order authorizing registration was based upon PT-1 providing resold direct dial 
long distance services.  

  STAR was authorized to provide services as a telecommunications company in 
Docket UT-971471. STAR was authorized to provide resold direct dial long 
distance services.

  PT-1 will merge with and into STAR, and will thereafter be a wholly-owned 
subsidiary of STAR.  The proposed transaction is structured as a merger of 
Sierra Acquisition Co., Inc., a newly formed subsidiary of STAR established 
specifically for the purpose of consumating the transaction, into PT-1 and PT-1 
will be the surviving entity.  The merger of 
PT-1 and STAR will be defined in the Agreement and Plan of Merger filed as part 
of the application.  PT-1's customers are being notified in writing by direct 
mail concerning the merger into STAR. 

FINDINGS

  THE COMMISSION FINDS:

  1. PT-1 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. STAR Telecommunications, 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 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, PT-1 Communications, Inc., is hereby authorized to merge with and into 
STAR Telecommunications, Inc., in accordance with the Agreement and Plan of 
Merger. 

  2. Prior to exercising the above authorized merger, STAR Telecommunications, 
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 12th day of August, 1998.



      CAROLE J. WASHBURN, Secretary