BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION

In the Matter of the Application of )
Comm South Companies, Inc., and Topp  ) 
Telecom, Inc., for Approval of Transfer of  )         DOCKET UT-990963
Control.    ) 
   )
   ) ORDER GRANTING 
   ) APPLICATION
.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .)

  On July 8, 1999, Comm South Companies, Inc. (Comm South) and Topp Telecom, 
Inc., (Topp) filed a joint application pursuant to the provisions of chapter 
80.12 for approval of the purchase by Topp of all of the outstanding common 
stock of Comm South.  Comm South is authorized to provide local 
telecommunications services in the state of Washington and is not competitively 
classified.  Topp is a privately-held Texas corporation that provides prepaid 
wireless service throughout the United States.

  Topp and Comm South’s shareholders entered into a Stock Purchase Agreement 
pursuant to which Topp will acquire 100 percent of the outstanding shares of 
Comm South.  Comm South will become a wholly-owned subsidiary of Topp and will 
continue to operate in the state of Washington with its current name, providing 
service under its existing tariff.  
  
  This Commission neither approves nor disapproves 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 Comm South.

FINDINGS

  THE COMMISSION FINDS:

  1. Comm South 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. Topp is not and will not be a public service company as defined in RCW 
80.04.010.

  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 transfer of control 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 transfer of control of Comm 
South Companies, Inc., to Topp Telecom, 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 28th day of July, 1999.

 WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION




      MARILYN SHOWALTER, Chairwoman




      RICHARD HEMSTAD, Commissioner




      WILLIAM R. GILLIS, Commissioner