DE 98-215
                                
                    TELECOM RESOURCES, INC.
              ADVANCED COMMUNICATIONS GROUP, INC.
                                
                       Transfer of Assets
                                
 Order NISI Approving Transfer of Control of Telecom Resources,
             Inc. to Advanced Communications, Inc.
                                
                    O R D E R   N O.  23,119
                                
                        January 27, 1999
                                
       The Petitioners, TELECOM RESOURCES, INC.(TRI), and
     ADVANCED COMMUNICATIONS GROUP, INC. (ACG) filed with the New
     Hampshire Public Utilities Commission (Commission), a joint
     petition for approval of a proposed transfer of TRI assets to
     ACG.  In the proposed transaction ACG will acquire control of TRI
     through the merger of an ACG subsidiary, ADVANCED COMMUNICATIONS
     GROUP ACQUISITION CORPORATION (ACGAC), a wholly-owned subsidiary
     of ACG created for the transaction with and into TRI.  The
     separate corporate existence of the subsidiary will cease as a
     result of this merger leaving ACG in control of TRI. 
       Pursuant to Order No. 22,473, the Commission authorized
     TRI as a Competitive Toll Provider (CTP) in New Hampshire on
     April 16, 1998.
       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.  TRI submits that the company will continue to
     operate as Telecom Resources, Inc. and only the underlying
     ownership of TRI will change as a result of this transaction. 
     This transaction will not adversely effect the rates, terms,
     service or operation of TRI within New Hampshire and will be
     transparent to customers.
       Based upon the foregoing, it is hereby 
       ORDERED NISI, that the proposed transfer of control of
     Telecom Resources, Inc., to Advanced Communications Group, 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 February 3, 1999 and to be documented by affidavit
     filed with this office on or before February 10, 1999; 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 February 17, 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 February 24, 1999; and it is
       FURTHER ORDERED, that this Order Nisi shall be
     effective February 26, 1999, unless the Commission provides
     otherwise in a supplemental order issued prior to the effective
     date.
       By order of the Public Utilities Commission of New
     Hampshire this twenty-seventh day of January, 1999.
     
                                                                      
           Douglas L. Patch       Susan S. Geiger     Nancy Brockway
               Chairman           Commissioner          Commissioner
     
     Attested by:
     
     
     
                          
     Claire D. DiCicco
     Assistant Secretary