DOCKET UT-971169 Page 1
BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the Matter of the Application  ) DOCKET UT-971169
of THE WILLIAMS GROUP, INC.,  )
d/b/a TELPRO 2000 for an   )
Order Authorizing    ) ORDER AUTHORIZING
the Registration of Applicant     ) REGISTRATION
as a Telecommunications Company  ) 
. . . . . . . . . . . . . . . . . .)


  On July 21, 1997, The Williams Group, Inc., d/b/a TelPro 2000, filed an 
application for registration as a telecommunications company pursuant to RCW 
80.36.350.  Applicant proposes to offer resold direct dialed long distance and 
debit card services to the public.

  The Williams Group, Inc., d/b/a TelPro 2000, is a Washington corporation, 
headquartered in Lacey, Washington.  The corporation is wholly owned by Patrick 
Williams and Michael Williams and has no subsidiaries.

  The Williams Group, Inc., d/b/a TelPro 2000, has provided information showing 
that it possesses adequate financial resources, and technical competence to 
provide the proposed services.  The nature of the debit card service implies 
The Williams Group, Inc., d/b/a TelPro 2000, proposes to collect advance 
payments from customers.  Pursuant to statutes and rules governing registration 
applications and advance payment proposals, The Williams Group, Inc., d/b/a 
TelPro 2000, has proposed a satisfactory bond arrangement for protection of 
those advance payments.  Initially, the bond will be for $1,000 and will 
increase as customer base increases proportionally.  If The Williams Group, 
Inc., d/b/a TelPro 2000, ceases operations, The Williams Group, Inc., d/b/a 
TelPro 2000, will provide the insurer and the Commission lists of outstanding 
account numbers and balances within 48 hours.

  The Williams Group, Inc., d/b/a TelPro 2000, will limit the denomination size 
of debit cards to not more than $50 to residential customers and $200 to 
business customers.  The Williams Group, Inc., d/b/a TelPro 2000, will give the 
Commission quarterly reports listing outstanding debit calling card account 
balances and current company financial information.  The Williams Group, Inc., 
d/b/a TelPro 2000, will adjust the amount of the bond based on this data.  
After one year's administration of the bond agreement, the reporting 
requirement may be modified to a semi-annual level if the company has 
maintained adequate levels in the bond agreement during the previous 12-month 
period.

  The Williams Group, Inc., d/b/a TelPro 2000, will state an unconditional 
money-back guarantee on the debit calling card or on supplemental material that 
will be provided at the time the debit calling card is purchased with a 
statement warning customers to safeguard their cards.  If The Williams Group, 
Inc., d/b/a TelPro 2000, goes out of business, it will provide refund 
information on the company's 800 phone number for its customers. The Williams 
Group, Inc., d/b/a TelPro 2000, will provide a free call detail report to 
customers upon request.


FINDINGS

  THE COMMISSION FINDS:

  1. The Williams Group, Inc., d/b/a TelPro 2000, filed an application pursuant 
to the provisions of RCW 80.36.350 and the rules and regulations of the 
Commission for an order approving its application for registration as a 
telecommunications company.

  2. As to form, the application filed herein, as supplemented and amended, 
meets the requirements of RCW 80.36.350 and the rules and regulations of the 
Commission adopted pursuant thereto.

  3. The registration of The Williams Group, Inc., d/b/a TelPro 2000, as a 
telecommunications company is not inconsistent with the public interest.

  4. In this proceeding, the Commission in no way endorses the financial 
viability of applicant nor the investment quality of any securities it may 
issue.


O R D E R

  THE COMMISSION ORDERS:
  
  1. After the effective date of this order and subject to the conditions 
hereof, the application of The Williams Group, Inc., d/b/a TelPro 2000, filed 
with the Commission pursuant to the provisions of RCW 80.36.350 requesting an 
order authorizing registration as a telecommunications company to provide 
service to the public in this state is approved.

  2. The proposed tariff as filed on July 21, 1997, and amended, in Exhibit G, 
attached to the application, is satisfactory.  Prior to supplying service to 
the public as a telecommunications company, The Williams Group, Inc., d/b/a 
TelPro 2000, shall file an initial tariff with the Commission identical to the 
amended Exhibit G of the application.  The tariff shall bear an effective date 
not less than 30 days subsequent to the date of receipt by the Commission. 

  3. Prior to the effective date of the initial tariff, The Williams Group, 
Inc., d/b/a TelPro 2000, shall submit to the Commission a bond arrangement 
identical to the document filed as amended Exhibit F. The bond shall be for 
$1,000.  As part of the bond arrangement and in the event the company ceases 
operations, The Williams Group, Inc., d/b/a TelPro 2000, will within 48 hours 
provide to the insurer and the Commission lists of outstanding account numbers 
and balances. 

  4. The Williams Group, Inc., d/b/a TelPro 2000, will limit the amount of 
debit calling cards to be purchased of not more than $50 increments for 
residential customers and $200 for business customers.

  5. On or before October 15, 1997, The Williams Group, Inc., d/b/a TelPro 
2000, will submit to the Commission the following financial data for the period 
ending September 30, 1997: a) Number of debit cards sold; b) Revenue from debit 
cards sold; c) Depletion of debit cards sold; and d) Outstanding balance of 
debit cards sold.  Thereafter, each quarterly report must be filed by the 15th 
day of the month following each calendar quarter.  The financial information 
must be specific to Washington state and the reporting requirements may be 
amended by letter from the Secretary of the Commission.  The Williams Group, 
Inc., d/b/a TelPro 2000 will adjust the amount held in bond based on this data 
by the 15th of the month following the quarterly report if so notified by the 
Secretary of the Commission.  After completion of one year's administration of 
the bond account, the reporting requirement may be modified to a semi-annual 
level if staff determines that the company has maintained a sufficient level in 
the bond account during the previous 12-month period.

  6. The Williams Group, Inc., d/b/a TelPro 2000, shall state that there is a 
money-back guarantee on the debit calling cards and provide a statement warning 
customers to safeguard their cards.

  7. In the event the company ceases operations, The Williams Group, Inc., 
d/b/a TelPro 2000, will provide refund information on the company's 800 phone 
number for its customers for a minimum of six months.

  8. The Williams Group, Inc., d/b/a TelPro 2000, will provide a free call 
detail report to customers upon request.   
  9. Registration of The Williams Group, Inc., d/b/a TelPro 2000, as a 
telecommunications company shall not be construed as an endorsement of 
financial viability nor of the investment quality of any securities it may 
issue.

  10. As a telecommunications company providing service to the public in this 
state, The Williams Group, Inc., d/b/a TelPro 2000, is subject to the 
jurisdiction of this Commission under the provisions of Title 80 RCW and all 
rules and regulations of the Commission adopted pursuant thereto.

  
  DATED at Olympia, Washington, and effective this 13th day of August, 1997.



      STEVE McLELLAN, Secretary