DF 98-136
                        Atlantic Connections, Ltd.
                   Transfer of Stock to Holding Company
               Order Approving Transfer to Merrimack Valley 
                      Telephone Service Company, Inc.
                          O R D E R  N O. 22,989
                               July 24, 1998
         On July 20, 1998, Atlantic Connections, Ltd. (Atlantic)
notified the New Hampshire Public Utilities Commission
(Commission) of a proposed transfer of all of Atlantic's stock to
Merrimack Valley Telephone Service Company, Inc. (Holding
         The Commission authorized Atlantic as a reseller
(hereinafter referred to as a Competitive Toll Provider or CTP)
in New Hampshire on July 20, 1992, in Order No. 20,545.  The
Holding Company is a Massachusetts corporation which was recently
formed to acquire the stock of Atlantic and the assets of a
Massachusetts based CTP. 
         As a result of the increasingly competitive nature of
the telecommunications market in New Hampshire, the degree of
agency regulation of CTPs has decreased.  Our Order 22,473
describes the scope of this decreased regulation.  Nonetheless,
New Hampshire  statutory provisions continue to apply.  RSA
374:33 prohibits a New Hampshire public utility from transferring
stock to a holding company without Commission approval.  We must
therefore review the proposed transaction in light of the
statutory standard.  RSA 374:33 requires that the acquisition of
more than 10% of the stocks of a public utility must be found
lawful, proper and in the public interest.
         In DE 96-272, Re CCI Telecommunications of New
Hampshire, Inc., 81 NH PUC 844, (1996), we approved the transfer
of all the stock of the parent company of a New Hampshire
utility.  In that case, we applied the "no net harm" test,
articulated in Grafton County Electric Light and Power Co. v.
State, 77 N.H. 539 (1915), as the standard to be applied to a
proposed merger or acquisition.  The "no net harm test" required
approval of a proposed transaction if the public interest is not
adversely affected.  
         Similarly, in the circumstances presented here, i.e.,
transfer of all of a reseller's stock to a holding company, the
public interest is served if no adverse impact will befall New
Hampshire ratepayers as a result.  Here, we find that, after the
transfer the scope of Atlantic's operations will not change, the
current management will remain in place, the quality of service
will not be affected.  Further, Atlantic claims that the sale of
its stock to the Holding Company will bring new expertise, access
to capital and efficiencies which will ultimately benefit New
Hampshire ratepayers.  We therefore find that the proposed
transaction is lawful, proper and in the public interest.       
         Based upon the foregoing, it is hereby
         ORDERED, that the proposed transfer of the stock of
     Atlantic Connections, Ltd to Merrimack Valley Telephone Service
     Company, Inc. is APPROVED.  
         By order of the Public Utilities Commission of New
     Hampshire this twenty-fourth day of July, 1998.
        Douglas L. Patch  Bruce B. Ellsworth     Susan S. Geiger
            Chairman         Commissioner         Commissioner
     Attested by:
     Thomas B. Getz
     Executive Director and Secretary