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                                                       DA  97-845

                            Before the
                FEDERAL COMMUNICATIONS COMMISSION
                     Washington, D.C.  20554


In the Matter of                             )
                                        )
Application of e prime Telecom, Inc. for a             )
Determination of Exempt Telecommunications        )    File No. ETC-97-3
Company Status under Section 34 of the Public Utility  )
Holding Company Act of 1935, as added by          )
Section 103 of the Telecommunications Act of 1996 )    

                              ORDER

     Adopted:  April 21, 1997                Released: April 22, 1997


By the General Counsel:


     1.   On March, 10, 1997, e prime Telecom, Inc. ("e prime") filed an application with
the Commission for a determination of "exempt telecommunications company" ("ETC") status
pursuant to section 34(a)(1) of the Public Utility Holding Company Act of 1935 ("PUHCA"), as
added by section 103 of the Telecommunications Act of 1996.  e prime's application was placed
on public notice for comment on the adequacy and accuracy of the representations contained
therein on March 11, 1997.  e prime Telecom, Inc., Public Notice, DA No. 97-515 (OGC released
March 11, 1997).  No comments were filed in response to the public notice.  As explained below,
e prime satisfies the statutory criteria required for an affirmative determination of ETC status and
its application is, therefore, granted. 

     2.   e prime represents that it is a Colorado corporation and a wholly-owned
subsidiary of e-prime, inc.  e prime, inc. is in turn a wholly-owned subsidiary of Public Service
Company of Colorado ("PSCo"), an exempt public utility holding company under PUHCA.  On
March 12, 1997, PSCo and Southwestern Public Service Company received permission from the
Federal Energy Regulatory Commission to merge into a single entity, New Century Energies,
Inc. (NCE).  Under the structure of the transaction, NCE is now a registered public utility
holding company under PUHCA, and e prime is an indirect subsidiary of NCE.

     3.   e prime states that it will be engaged, directly or indirectly, wherever located,
through one or more affiliates (as defined in Section 2(a)(11)(B) of PUHCA), and exclusively in
the business of providing: (A) telecommunications services; (B) information services; (C) other
services or products subject to the jurisdiction of the Commission; and/or (D) products or
services that are related or incidental to the provision of such products or services within the
meaning of PUHCA section 34(a)(1).

     4.   e prime intends, directly or indirectly through an affiliate, to focus initially on
providing long-haul fiber capacity on a wholesale basis to non-associate companies.  e prime
states that it may, in the future, provide other telecommunications services, information services
and other permitted products and services pursuant to Section 34(a)(1) of PUHCA.

     5.   Based upon the representations contained in e prime's application, e prime meets
the statutory requirements for a determination that it is an exempt telecommunications company
as that term is defined in PUHCA section 34(a)(1), as amended.

     6.   Accordingly, IT IS ORDERED that the application of e prime IS GRANTED.  IT
IS FURTHER ORDERED that the Securities and Exchange Commission SHALL BE
NOTIFIED of this determination.

                         FEDERAL COMMUNICATIONS COMMISSION




                         William E. Kennard
                         General Counsel