DOCKET UT-971234 Page 1
BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the Matter of a Joint Petition ) DOCKET UT-971234
for Approval of Merger of  )
DIAL & SAVE OF WASHINGTON, INC. ) ORDER GRANTING
Into and With TELCO HOLDINGS, INC. ) APPLICATION
d/b/a DIAL & SAVE    )
. . . . . . . . . . . . . . . . . .) 

  On May 1, 1997, Dial & Save of Washington, Inc., and Telco Holdings, Inc., 
d/b/a Dial & Save jointly filed an application with the Commission under the 
provisions of chapter 80.12 RCW and chapter 480-143 WAC for an order approving 
the merger of Dial & Save of Washington, Inc., into and with Telco Holdings, 
Inc. d/b/a Dial & Save.

  Dial & Save of Washington, Inc., was registered as a telecommunications 
company in Docket UT-950013.  The order authorizing registration was based upon 
Dial & Save of Washington, Inc., providing resold direct dial long distance. 
Dial & Save of Washington, Inc., is a wholly-owned subsidiary of Telco 
Communications Group, Inc.

  Telco Holdings, Inc. d/b/a Dial & Save is requesting Commission authority to 
assign Dial & Save of Washington, Inc.'s registration authorization as a 
telecommunications company in Docket UT-950013 to Telco Holdings, Inc. d/b/a 
Dial & Save. Telco Holdings, Inc. d/b/a Dial & Save is a wholly-owned 
subsidiary of Telco Communications Group, Inc.  Dial & Save of Washington, 
Inc., will cease to exist.

  Dial & Save of Washington, Inc., will merge into and with its parent company, 
Telco Holdings, Inc. d/b/a Dial & Save. Because this is an intracorporate 
merger, there is no written merger or transfer agreement involved.  

  Subsequent to this order, Dial & Save of Washington, Inc.'s existing 
customers will continue to be billed under the rates, terms and conditions of 
Dial & Save of Washington, Inc.'s tariff until such time that the operational 
aspects of the transaction are complete, and Telco Holdings, Inc. d/b/a Dial & 
Save will file an initial tariff with the Commission.  Telco Holdings, Inc. 
d/b/a Dial & Save will then serve and bill Dial & Save of Washington, Inc.'s 
customers under the rates, terms and conditions of Dial & Save of Washington, 
Inc.'s tariff, which will include similar products at comparable prices.  Dial 
& Save of Washington, Inc.'s customers are being notified of the transaction in 
writing by direct mail bill insert.



      FINDINGS

  THE COMMISSION FINDS:

  1. Dial & Save of Washington, Inc., is a public service company subject to 
regulation by this Commission, under the provisions of chapter 80.12 RCW and 
chapter 80.36 RCW.

  2. The application filed herein meets as to form, the requirements of chapter 
80.12 RCW and the rules and regulations of the Commission adopted pursuant 
thereto.

  3. 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 provisions 
hereof, Dial & Save of Washington, Inc., is hereby authorized to merge into and 
with its parent company, Telco Holdings, Inc. d/b/a Dial & Save Inc.

  2. The Commission hereby grants Telco Holdings, Inc. d/b/a Dial & Save Inc., 
registration authorization as a telecommunications provider and is subject to 
the provisions of chapter 80.12 RCW and chapter 80.36 RCW.

  3. The reasonableness of any fees, charges, or accounting allocation involved 
in carrying out the provisions of the transfer of property arrangements 
approved herein are neither approved nor disapproved in this proceeding.

  4. Prior to exercising the authority granted by ordering paragraph no. 1 of 
this order, Telco Holdings, Inc. d/b/a Dial & Save Inc., will submit to the 
Commission, an initial tariff under its own name, to provide services to the 
customers of Dial & Save of Washington, Inc.

  5. This order shall in no way affect the authority of this Commission over 
rates, service, or accounts, evaluations, 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 13th day of August, 1997.

  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION



       STEVE MCLELLAN, Secretary