BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION

In the Matter of the Application by Primus )
Telecommunications, Inc., and TresCom  )
U.S.A. for approval of an Internal )
Reorganization.  ) DOCKET UT-990815
   )
   ) ORDER GRANTING 
   ) APPLICATION
.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  )

  On May 28, 1999, Primus Telecommunications, Inc., (Primus) and TresCom U.S.A. 
(TresCom) filed a joint application pursuant to the provisions of chapter 80.12 
RCW for approval of the assumption by Primus of all of TresCom’s operation 
through an internal reorganization.  Primus is authorized to provide resold 
direct dial long distance, and debit card services in the state of Washington 
and is not competitively classified.  TresCom is authorized to provide resold 
direct dial long distance, debit card services, and operator services in the 
state of Washington and is not competitively classified.

  Primus is a Delaware corporation wholly owned by Primus Telecommunications 
Group, Inc., (PTGI).  TresCom is a Florida company wholly owned by TresCom 
International, Inc., which is in turn wholly owned by PTGI.  TresCom will merge 
with and into Primus, TresCom will cease to exist, and Primus will assume 
TresCom’s operations under the same offerings, rates, terms and conditions as 
filed in the current tariff of TresCom.
  
  This Commission neither approves nor disapproves of the reasonableness of any 
fees, charges, rates, or accounting allocations involved with the proposed 
transfer of control and reserves the right to review those fees, charges, 
rates, or accounting allocations in any future rate proceeding involving the 
rates of Primus.

FINDINGS

  THE COMMISSION FINDS:

  1. Primus is a Washington business operated as a public service company 
subject to the jurisdiction of this Commission under the provisions of chapter 
80.12 RCW.
  
  2. TresCom is a Washington business operated as a public service company 
subject to the jurisdiction of this Commission under the provisions of chapter 
80.12 RCW.


  3. As to form, the application herein, meets the requirements of chapter 
80.12 RCW and the rules and regulations of the Commission adopted pursuant 
thereto.

  4. The proposed internal reorganization will not be inconsistent with the 
public interest and should, therefore, be approved.
        


O R D E R


  THE COMMISSION ORDERS:

  1. Subject to the conditions of this order, the internal reorganization 
through which Primus Telecommunications, Inc., assumes the operations of 
TresCom U.S.A., Inc., is approved.

  2. This order shall in no way affect the authority of this Commission over 
rates, services, accounts, evaluations, estimates, or determination of cost or 
any matters whatsoever 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 25th day of August, 1999.

  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION




CAROLE J. WASHBURN, Secretary