KIDDOO.docx

October 27, 1997
Jean L.  Kiddoo
Pamela S.  Arluk
Swidler & Berlin
3000 K ST, NW, Ste 300
Washington, D.C.  20007-5116
RE: Notification of WorldCom’s Acquisition of MCI
Dear Ms. Kiddoo:
On October 21, 1997, the Idaho Public Utilities Commission received your notification of WorldCom’s proposal to acquire MCI Communications Corporation as a wholly-owned subsidiary of WorldCom.  Your notification letter states that WorldCom understands that this Commission’s approval of the merger is not required.
You are correct that Idaho law does not require the Idaho Commission to approve the merger of WorldCom and MCI.  However, both WorldCom and MCI have filed Applications with the Idaho Commission seeking Certificates of Public Convenience and Necessity to provide Title 61 basic local telecommunica­tions services in Idaho.  In the event that the merger is consummated, then the Commission requests that the Companies notifies the Commission if one or the other Certificate Application should be withdrawn.
If you have further questions, please contact me at [phone].
Sincerely yours,
Donald L.  Howell, II
Deputy Attorney General
DLH/vld:L:kiddoo.dh
cc:Joe Cusick
Joe Miller