DF 98-116
               Westinghouse Electric Corporation
                       Transfer of Assets
        Order Approving Transfer to RSL COM U.S.A., Inc.
                    O R D E R   N O.  22,967
                         June 30, 1998
  On May 7, 1998, Westinghouse Electric Corporation d/b/a
CBS Corporation (Westinghouse) and RSL COM U.S.A., Inc. (RSL COM)
notified the New Hampshire Public Utilities Commission
(Commission) of a proposed transfer of Westinghouse's assets to
RSL COM.  Pursuant to Order No. 22,473, the Commission authorized
Westinghouse as a Competitive Toll Provider (CTP) in New
Hampshire on February 25, 1997; RSL COM was authorized as a CTP
on June 25, 1998.
  Since 1984, the telecommunications market in New
Hampshire has evolved from a monopoly to a more fully competitive
market.  As a result of the increasingly competitive nature of
the market, the degree of agency regulation of CTPs has
decreased.  Nonetheless, pursuant to RSA 374:30, a New Hampshire
public utility may not transfer its franchise, stock, or system,
or acquire other utilities without Commission approval.  We must
therefore review the proposed transaction in light of the
statutory standard.  

  RSA 374:30 requires a finding that the transfer is for
the public good.  In the circumstances presented here, i.e. a
transfer of the assets of one duly authorized CTP to another, the
public good is preserved when the rates, terms, service, and
operation of the CTP in New Hampshire are not adversely affected. 
In addition, the transfer will not adversely affect the
competitive toll market in New Hampshire.
  RSL COM will provide adequate notice to customers and
asserts that the proposed transfer will not cause inconvenience
or confusion, being virtually transparent in terms of quality of
service.  Furthermore, the transaction will not adversely affect
competition in New Hampshire.  We find that the proposed
transaction is for the public good.  
  Based upon the foregoing, it is hereby
       ORDERED, that the proposed transfer of the assets of
     Westinghouse Electric Corporation d/b/a CBS Corporation to RSL
     COM U.S.A., Inc. is APPROVED.  
       By order of the Public Utilities Commission of New
     Hampshire this thirtieth day of June, 1998.
        Douglas L. Patch  Bruce B. Ellsworth     Susan S. Geiger
            Chairman         Commissioner         Commissioner
     Attested by:
     Thomas B. Getz
     Executive Director and Secretary