BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION

In the Matter of the Application by Intelicom )
International Corp., and S4 Corporation for  ) DOCKET UT-990972
Approval of Transfer of Control Resulting )
from the Stock Acquisition Agreement. ) 
   )
   ) ORDER GRANTING 
   ) APPLICATION
.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .   )

  On July 12, 1999, Intelicom International Corp. (Intelicom) and S4 
Corporation (S4) filed a joint application pursuant to the provisions of 
chapter 80.12 RCW for approval of the acquisition by S4 of all of the 
outstanding and issued shares of Intelicom’s common stock (Shares).  Intelicom 
is authorized to provide resold direct dial long distance in the state of 
Washington and is not competitively classified.  S4 is a privately held Indiana 
corporation and does not directly offer telecommunications services.

  Intelicom and S4's shareholders entered into a Stock Acquisition Agreement 
pursuant to which S4 will acquire the Shares of Intelicom.   Intelicom will 
become a wholly-owned subsidiary of S4 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 Intelicom.

FINDINGS

  THE COMMISSION FINDS:

  1. Intelicom 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. S4 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 
Intelicom International Corp., to S4 Corporation, 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