DOCKET UT-970675 Page 1
BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


Joint Application of    ) 
WORLDCOM, INC., and ITC TELE-SERVICES,  ) DOCKET UT-970675
INC., for Authority to Transfer   ) 
Selected Assets to      ) ORDER GRANTING
INTELLICALL OPERATOR SERVICES, INC. ) APPLICATION
. . . . . . . . . . . . . . . . . . . . )


  On April 18, 1997, WorldCom, Inc., (WorldCom) and ITC Tele-Services, 
Inc.,(ITC), jointly filed an application with the Commission under the 
provisions of chapter RCW 80.12 and chapter WAC 480-143 for an order 
authorizing the transfer of assets to Intellicall Operator Services, Inc., 
(IOS).

  ITC was registered as a telecommunications company in Docket UT-950974.  ITC 
is a wholly-owned subsidiary of WorldCom. The order authorizing registration 
was based upon ITC providing interexchange telecommunication services.  

  IOS was registered as a telecommunications company in Docket U-89-3123-AR.  
IOS was authorized to provide resold direct dial long distance and operator 
services.

  ITC and WorldCom will transfer assets to IOS for a purchase price defined in 
the Asset Purchase Agreement, filed as part of the application.  ITC and 
WorldCom will continue to operate as an interexchange telecommunication service 
provider in Washington state.

  Subsequent to this order, ITC and WorldCom's existing customers will receive 
the identical service from IOS that they currently receive from ITC and 
WorldCom, at the same rates, terms, and conditions.  IOS submitted a proposed 
tariff in its registration application in Docket U-89-3123-AR, which duplicates 
the services offered by ITC and WorldCom.   

FINDINGS

  THE COMMISSION FINDS:

  1. WorldCom, Inc., and ITC Tele-Services, Inc., are public service companies 
subject to regulation by this Commission, under the provisions of chapters, RCW 
80.12 and RCW 80.36.

  2. Intellicall Operator Services, Inc., is a public service company subject 
to regulation by this Commission, under the provisions of chapters, RCW 80.12 
and RCW 80.36.

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

  4. The proposed sale and transfer of selected assets 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 conditions 
hereof, WorldCom, Inc., and ITC Tele-Services, Inc., is hereby authorized to 
transfer selected assets to Intellicall Operator Services, Inc., in accordance 
with the Asset Purchase Agreement filed as part of the application herein. 

  2. 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. 

  3. Within 30 days after the above authorized transfer has been consumated, 
Intellicall Operator Services, Inc., shall file with the Commission true copies 
of the instruments of transfer which were executed pursuant to this order.

  4. This order shall in no way affect the authority of this Commission over 
rates, service, evaluations, or accounts 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 9th day of July, 1997.



      STEVE McLELLAN, Secretary