BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the Matter of the Request   ) 
of Telegroup, Inc. for    ) Docket UT-970707
an Order Establishing Compliance  ) 
with RCW 80.08.040.   ) Order Establishing Compliance
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )

BACKGROUND

 On April 28, 1997, Telegroup, Inc. (“Telegroup”) filed its application 
requesting that the Commission affirm that the Company has complied with the 
requirements of RCW 80.08.040 (1), (2) and (3) with respect to its proposal to 
issue up to $200 million ($200,000,000) in common stock with no par value.  
Telegroup plans to use the proceeds of the offering to expand the Telegroup 
Intelligent Global Network, to prepay the Company’s outstanding 12% Senior 
Subordinated Notes and to develop and upgrade certain management information 
systems.

FINDINGS

 THE COMMISSION FINDS:

 1. Telegroup, an Iowa Corporation which conducts business in the State of 
Washington, is a public service company subject to the jurisdiction of this 
Commission under the provisions of Chapter 80 RCW.

 2. As to form, the application herein meets the requirements of RCW Chapter 80 
and the rules and regulations of the Commission adopted pursuant thereto.

 3. The Company’s application in this Docket contains (a) a description of the 
purposes for which the proposed securities will be issued, (b) a description of 
the proposed issuances, including the terms of financing; and (c) a statements 
as to why the transactions are in the public interest.

 4. An order consistent with the above findings should be entered.

ORDER

 THE COMMISSION ORDERS:

 1. Telegroup has complied with the requirements of RCW 80.08.040 with respect 
to the  proposal set forth in its application.  

 2. Telegroup to file, as soon as available, the Report of Securities Issued as 
required by WAC 480-146-230.

Docket UT-970707         Page 2

 3. This Order shall in no way affect the authority of the Commission over 
rates, service, accounts, valuations, estimates or determinations of costs, or 
any other matters whatsoever that may come before it.

 DATED at Olympia, Washington, and effective this       th day of May, 1997.

  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION



       STEVE McLELLAN
       Secretary