Docket UT-971536                                       Page 1 
BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the Matter of the Application of     )  
U S WEST COMMUNICATIONS, INC., for  ) DOCKET UT-971536
an Order Granting Authority to Receive  )  
Services and Provide Services to  ) ORDER GRANTING
U S WEST !NTERPRISE AMERICA, INC.,  )    APPLICATION
an Affiliated Interest.                 )
. . . . . . . . . . . . . . . . . . . . )


  On October 20, 1997, U S WEST Communications, Inc., (USWC) filed an 
application with the Commission under the provisions of chapter 80.16 RCW for 
an order granting authority to enter into a Master Services Agreement and 
Forward Services Agreement with U S WEST !nterprise America, Inc., (USW!A), an 
affiliated interest. 

  U S WEST, Inc., owns 100% of U S WEST Communications Group, Inc., which in 
turn owns 100% of USW!A and USWC. Therefore, USWC and USW!A are affiliated 
interests as defined in RCW 80.16.010.

  The proposed Master Services Agreement will allow USWC to provide USW!A; 
Network services, Human Resources services, Information Technologies services, 
Marketing, and Public Relations, to name a few.  Exhibit A1 of the Application 
provides a detailed description of each service.

  The proposed Forward Services Agreement will allow USW!A to provide USWC a 
range of specialized tasks to efficiently manage USWC's data transport 
services.  Sales Related Activities, Systems Development & Maintenance, and 
Technical Operations will be performed by USW!A for USWC.  USW!A has provided 
Product Development & Management, Product Marketing, Finance Services, and 
Customer Services Delivery and Maintenance for USWC from March 2, 1997 through 
May 31, 1997.  Exhibit A of the Application provides detailed descriptions of 
the tasks outlined above. 

  The Commission neither approves nor disapproves the reasonableness of the 
fees, charges, or accounting allocations involved with the proposed 
arrangements and reserves the right of the Commission to determine the 
reasonableness of those fees, charges, and allocations in any future proceeding 
dealing with USWC’s results of operations for ratemaking purposes.




FINDINGS

  THE COMMISSION FINDS:

  1. U S WEST Communications, Inc., a Colorado corporation, is a public service 
company subject to the jurisdiction of this Commission under the provisions of 
chapter 80.16 RCW.

  2. U S WEST !nterprise America, Inc., is an affiliated interest of U S WEST 
Communications, Inc., as defined in RCW 80.16.010.

  3.  As to form, the application filed herein meets the requirements of 
chapter 80.16 RCW and the rules and regulations adopted pursuant thereto.

  4.  It appears, upon investigation, that the arrangement between U S WEST 
Communications, Inc., and U S WEST !nterprise America, Inc., is reasonable and 
consistent 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, U S WEST Communications, Inc., is 
hereby authorized to enter into a Master Services Agreement and a Forward 
Services Agreement with U S WEST !nterprise America, Inc., as described in the 
application herein.

  2. U S WEST Communications, Inc., shall file with the Commission details of 
the arrangement approved herein, as required by WAC 480-146-091, Reporting of 
Affiliated Interest Transactions.

  3. The reasonableness of the fees, charges or accounting allocations involved 
in carrying out the provisions of ordering paragraph no. 1 of this order are 
neither approved nor disapproved in this proceeding.

  4. Jurisdiction of this proceeding is hereby retained by the Commission for 
the purpose of entering such further orders or of taking any other action it 
may deem necessary and proper in respect to the subjects under consideration in 
this proceeding.

  5. This order shall in no way affect the authority of this Commission over 
rates, service, accounts, valuations, estimates or determination of costs, or 
any matters whatsoever that may come before it, nor shall anything herein be 
construed as an acquiescence in any estimate or determination of costs, or any 
valuation of property claimed or asserted.

  DATED at Olympia, Washington, and effective this 13th day of May, 1998.

  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION



                             PAUL CURL, Acting Secretary