Docket UT-980790 Page 1



BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the Matter of the Application  )  DOCKET  UT-980790
of ACI Corp.,     )  
for an Order Authorizing   )  ORDER AUTHORIZING 
Registration to Provide    )  REGISTRATION FOR
Local Exchange Services and     )  THE PROVISION OF   
Authorizing Provision   )  SWITCHED INTRAEXCHANGE
of Intraexchange and Interexchange  )  AND INTEREXCHANGE Telecommunications 
Services  )  TELECOMMUNICATIONS
........................................................................)  
SERVICES        



  On June 8, 1998, ACI Corp., (ACI) filed a application for registration for 
authority to provide local exchange service in Washington.

    ACI is a Delaware corporation, headquartered in Englewood, Colorado, and is 
wholly owned by RHYTHMS NetConnections, Inc.  ACI plans to operate as a 
facilities-based and reseller of local exchange and intrastate interexchange 
provider of voice and high-speed data services.  ACI intends to purchase 
unbundled network elements and to collocate equipment in central offices.  ACI 
will provide customers access to 911 emergency services, directory assistance, 
operator assisted services, relay services, and lifeline service.  

  ACI has filed a proposed tariff which is satisfactory and will mirror 
incumbent local exchange company (LEC) calling.  ACI has voluntarily committed 
to collect and remit to appropriate administrative agencies relevant excise 
taxes in support of various social programs, including enhanced 911, 
telecommunications relay services, and lifeline.  ACI does not propose to 
collect advanced payments or deposits from customers.  

FINDINGS

  THE COMMISSION FINDS:

  1.   ACI Corp., is a public service company subject to the jurisdiction of 
this Commission under the provisions of chapter 80.36 RCW.

  2.   It appears, upon investigation, that the application for registration 
and request for authority to provide switched intraexchange and interexchange 
telecommunications services should be approved.

  3.   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 for registration of ACI Corp., filed with the 
Commission requesting authority to provide switched intraexchange and 
interexchange telecommunications services is hereby granted. 

  2.  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.

  3.  The proposed tariff as filed and amended, in Exhibit G attached to the 
application, is satisfactory.  Prior to supplying service to the public as a 
local exchange carrier or provision of resold services of incumbent and other 
local exchange carriers, ACI Corp., shall file and receive permission and 
approval for an initial tariff with the Commission. The tariff shall bear an 
effective date not less than 30 days subsequent to the date of receipt by the 
Commission.

  4.  ACI Corp., shall not collect advanced payments or deposits without first 
showing that it has a satisfactory arrangement to protect customer monies as 
stated in WAC 480-121-040.

  DATED at Olympia, Washington, and effective this 22nd day of July, 1998.

  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION



       CAROLE J. WASHBURN, Secretary