DE 98-214
                       Transfer of Assets
      Order NISI Approving Transfer of Control of American
 International Telephone to Interoute Telecommunications, Inc.
                    O R D E R   N O.  23,089
                       December 15, 1998
       The Petitioners, American International Telephone, Inc.
     (AIT), and Interoute Telecommunications, Inc. (Interoute) filed
     with the New Hampshire Public Utilities Commission (Commission),
     a joint petition for approval of a proposed transfer of AIT
     assets to Interoute.  In the proposed transaction Interoute will
     acquire all outstanding shares of AIT from shareholders.
       Pursuant to Order No. 22,473, the Commission authorized
     AIT as a Competitive Toll Provider (CTP) in New Hampshire on
     February 25, 1997.
       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.
       RSA 374:30 requires a finding that the transfer is for
     the public good.  AIT submits that by combining the companies'
     operations, both Interoute and AIT will have a more diversified
     revenue base, significant synergies in marketing, network
     performance and operations.  Accordingly, it is argued that the
     proposed acquisition will be seamless to customers and benefit
     the public interest by enlarging the ability of the petitioners
     to offer a full range of competitively priced services.  The
     Commission's Staff has reviewed the petition and is in support of
     the relief requested.
       Based upon the foregoing, it is hereby 
       ORDERED NISI, that the proposed transfer of control of
     stock of American International Telephone, Inc., to Interoute
     Telecommunications, Inc. is APPROVED; and it is
       FURTHER ORDERED, that pursuant to N.H. Admin. Rules,
     Puc 1604.03 or Puc 1605.03, the petitioners shall cause a copy of
     this Order Nisi to be published once in a statewide newspaper of
     general circulation or of circulation in those portions of the
     state where operations are conducted, such publication to be no
     later than December 22, 1998 and to be documented by affidavit
     filed with this office on or before December 29, 1998; and it is
       FURTHER ORDERED, that all persons interested in
     responding to this petition be notified that they may submit
     their comments or file a written request for a hearing on this
     matter before the Commission no later than January 5, 1999; and
     it is
       FURTHER ORDERED, that any party interested in
     responding to such comments or request for hearing shall do so no
     later than January 12, 1999; and it is
       FURTHER ORDERED, that this Order Nisi shall be
     effective January 14, 1999, unless the Commission provides
     otherwise in a supplemental order issued prior to the effective
       By order of the Public Utilities Commission of New
     Hampshire this fifteenth day of December, 1998.
           Douglas L. Patch       Susan S. Geiger     Nancy Brockway
               Chairman           Commissioner          Commissioner
     Attested by:
     Thomas B. Getz
     Executive Director and Secretary