DF 98-175
                  WINSTAR WIRELESS, INC. AND  
Application of WinStar Wireless, Inc. and WinStar Wireless of New
Hampshire, Inc. for Authority to Merge and for Consolidation and
                     Reissuance of License
      Order Approving Intra-Corporate Transfer of Control
                    O R D E R   N O.  23,099
                        January 5, 1999
       On October 1, 1998, WinStar Wireless, Inc. (WWI) and
     WinStar Wireless of New Hampshire, Inc. (WWNH) both Delaware
     corporations (Petitioners), filed with the New Hampshire Public
     Utilities Commission (Commission), a joint petition (Petition)
     for approval of an intra-corporate transfer whereby: (1) WWNH
     will merge into WWI; and (2) WWNH's authority to conduct business
     in the State of New Hampshire as a telecommunications public
     utility will transfer to WWI.
        WWI is the corporate parent of WWNH and, through its
     subsidiaries, WWI provides private line and switched local and
     interexchange services throughout the United States.  WWNH
     received interexchange carrier authority on April 7, 1997 (No.
     IXC19297).  WWNH received competitive local exchange authority in
     DE 97-077 (July 8, 1997) by Order No. 22,648.  
       The Petitioners stated that there will be no
     operational changes as a result of the merger.  The Petitioners
     represent that the transfer of control will be essentially
     transparent to the customers, as they propose to adopt the
     existing tariff rates and services currently on file with the
     Commission by WWNH. In addition, the Petitioners filed updated
     financial statements of WWI which demonstrate current financial
     competence. Finally, the Petitioners anticipate achieving
     economic efficiencies from the transfer which WWI believes will
     enhance its competitiveness.  
       We find the merger of WWNH into WWI, and the transfer
     of authority from WWNH to WWI, will result in no net harm, which
     is the standard by which we evaluate merger petitions.  See Re
     Eastern Utility Associates, 76 NHPUC 236 (1991).  The transfer of
     control may in fact produce net benefits to WWNH's customers and
     ratepayers.  We will, therefore, approve the Petition.
       Based upon the foregoing, it is hereby
       ORDERED, that the Petition for approval of the merger
     of WWNH into WWI and the transfer of authority from WWNH to WWI
     is GRANTED; and it is
       FURTHER ORDERED, that WWI file a properly annotated
     compliance tariff title page adopting the tariff of WWNH in
     accordance with NH Admin. Rules, Puc 1603.02, on or before the
     fourth day of February, 1999.
       By order of the Public Utilities Commission of New
     Hampshire this fifth day of January, 1999.
           Douglas L. Patch       Susan S. Geiger     Nancy Brockway
               Chairman           Commissioner          Commissioner
     Attested by:
     Thomas B. Getz
     Executive Director and Secretary