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                                Before the
                     Federal Communications Commission
                          Washington, D.C. 20554
               

Frontier Communications of Lakeshore, Inc.;)
Badger Telecom, Inc.;                )
Central State Telephone Co.;         )
EastCoast Telecom, Inc.;             )
Scandinavia Telephone Company;       )
Oklahoma Communications Systems, Inc.;)
Communications Corporation           )
      of Southern Indiana;           )           NSD File Nos.
Mahanoy & Mahantango Telephone Company;)         97-80; 97-81; 97-82; 97-83; 97-84; 97-
86
Tipton Telephone Company;            )
Wolverine Telephone Company;         )
Island Telephone Company;            )
Home Telephone Company;              )
Bruce Telephone Company;             )
Tri-County Telephone Association, Inc.;)    
Interstate 35 Telephone Company           )
      and Southwest Telephone Exchange, Inc.;)
Council Grove Telephone Company      )
                                     )
Petitions for Waiver of the          )
Four-Digit Carrier Identification Code (CIC))
Implementation Schedule              )

                                   ORDER


Adopted:  December 31, 1997                        Released:   December 31, 1997


By the Deputy Chief, Network Services Division, Common Carrier Bureau:

                             I.  INTRODUCTION

  1.   Carrier identification codes (CICs) are numeric codes that enable local
exchange carriers (LECs) providing interstate interexchange access services to identify the
interstate interexchange carrier (IXC) that the originating caller wishes to use to transmit its
interstate call.  LECs use the CICs to route traffic to the proper IXC and to bill for the
interstate access service provided.  CICs facilitate competition by enabling callers to use the
services of telecommunications service providers either by presubscription or by dialing a
carrier access code, or CAC, which incorporates the carrier's unique Feature Group D CIC. 
Originally, CICs were unique three-digit codes (XXX) and CACs were five-digit codes
incorporating the CIC (10XXX).

  2.   On April 11, 1997, in the CICs Second Report and Order, the Commission
approved an industry plan to expand Feature Group D CICs from three to four digits on the
ground that it was a reasonable method of meeting future demand for CICs as the supply of
three-digit codes was exhausted.  The industry agreed that as the expansion from three to
four-digit CICs occurred, and as carriers replaced their five-digit CACs with seven-digit
CACs, a transition, or permissive dialing period, was needed.  The industry, however, was
unable to agree on the length of the transition.  In its 1994 CICs NPRM, the Commission
proposed a six-year period.  In the CICs Second Report and Order, however, because of the
rapidly depleting pool of available three-digit CICs, the Commission decided to end the
transition on January 1, 1998.  The Commission also denied requests to "grandfather" (i.e.,
to permit carriers to continue to use) previously assigned three-digit CICs that are in use at
the end of the transition.  The Commission's decisions were intended to advance the pro-
competitive objectives of the Communications Act of 1934 (the Communications Act or the
Act), as amended by the Telecommunications Act of 1996 (1996 Act).

  3.   On October 22, 1997, in the CICs Order on Reconsideration, the
Commission modified the decision in the CICs Second Report and Order regarding the length
of the transition during which three and four-digit Feature Group D CICs co-exist, and
created a "two-step" end to the transition to four-digit CICs.  Under the CICs Order on
Reconsideration, all LECs that provide equal access must have completed switch changes to
recognize four-digit CICs by January 1, 1998, the end of the first phase.  The second phase,
which ends on June 30, 1998, is intended to allow interexchange carriers time to prepare
their networks for, and educate their customers about, the replacement of three-digit CICs by
four-digit CICs.  After June 30, 1998, only four-digit CICs and seven-digit CACs will be
recognized.  The Commission also affirmed its decision in the CICs Second Report and
Order not to grandfather the use of three-digit CICs and five-digit CACs that are in use
during the transition.

  4.   In response to several small LECs' petitions for waiver of the CICs Second
Report and Order's January 1, 1998 conversion deadline, on December 3, 1997, December
15, 1997, and December 24, 1997, the Network Services Division (Division) of the
Commission's Common Carrier Bureau (Bureau) granted extensions of the conversion
deadline.  We have received additional petitions for waiver, which we address here.

  5.   In this Order, for the reasons discussed below, we conclude that the petitions
of  Interstate and Southwest, Frontier-Lakeshore, Tri-County, ten of the eleven companies on
whose behalf TDS filed its waiver (Badger, Central State, EastCoast, Scandinavia,
Oklahoma, Southern Indiana, Mahanoy, Tipton, Wolverine, and Island), Council Grove, and
Bruce should be granted, by extending for them the switch conversion deadline for four-digit
CIC capability for the time periods requested.  In addition, as discussed below, we impose
certain requirements on Southwest, Tri-County, Badger, Central State, EastCoast,
Scandinavia, Oklahoma, Southern Indiana, and Bruce, for whom we grant extensions beyond
June 30, 1998, the end of the permissive dialing period.   We also, as discussed below, deny
as premature TDS' waiver petition to the extent it seeks an indefinite waiver for Home.

                              II.   PETITIONS

  A.   Joint Request for Extension of Interstate and Southwest

  6.   Interstate and Southwest, small, jointly owned rural Iowa LECs providing
equal access through Iowa Network Services (INS), request extensions of the switch
conversion deadline until February 28, 1998, and December 31, 1998, respectively. 
Petitioners state that the INS centralized equal access function provides presubscription and
equal access capabilities through a centralized switching system rather than through each end
office switch.  Petitioners assert that, because of technical and economic difficulties, they
will be unable to meet the January 1, 1998 switch conversion deadline.  Petitioners assert
that it will cost each company approximately $600,000 to replace its switches, totalling
approximately $1,200,000, for the two jointly owned companies.  Petitioners assert that
neither company has signalling system 7 capability, which would have accelerated their
ability to support four-digit CICs.  Petitioners, as precedent in support of their extension
request, in addition to citing to the First CICs Waiver Order and Second CICs Waive Order,
also cited to a Bureau Order granting a waiver of the deadline for the provision of caller ID
unblocking to allow the company time to complete switch replacements.  Regarding
Interstate's conversion, petitioners asset that Interstate is in its final stages of conversion to
four-digit CIC functionality, which "has imposed a tremendous financial burden." 
Petitioners assert that the new Mitel GX 5000 switches Interstate purchased for each of its
three exchanges were delivered in November 1997, but that according to the manufacturer,
installation will not be complete until shortly after the January 1, 1998 conversion deadline. 
Petitioners assert that requiring Interstate to upgrade its existing switches, which will be fully
replaced in two months, would be unduly burdensome.

  7.   Regarding Southwest's conversion to four-digit CICs, petitioners assert that
they could not expend the additional $600,000 required to convert both jointly owned
companies simultaneously without jeopardizing the companies' economic stability. 
Petitioners assert, therefore, that Southwest's conversion has been delayed because petitioners
were first focusing the jointly owned companies' financial resources on Interstate's
conversion.  Petitioners assert that Southwest began working with engineers "many months
ago" to meet the January 1, 1998 conversion deadline.  Petitioners assert that Southwest's
entire switch conversion process, from purchase, to delivery, to completion of installation,
requires until the end of 1998 to finalize.  Petitioners assert that, prior to establishment of
the Commission's January 1, 1998 conversion deadline, Southwest's business plan
contemplated a switch replacement, but at a later date.  Petitioners assert that, as a result of
the Commission's decision to require switch conversion by January 1, 1998, Southwest is
forced to choose whether to expend the funds to meet the deadline, thus jeopardizing its
economic stability and imposing a burden on Southwest's rural subscribers, or to proceed
cautiously and seek a waiver until December 31, 1998.  Petitioners equate Southwest's
situation to that of Hager Telecom, to which the Commission granted a waiver of the
conversion deadline until January 1, 1999.

  B.   Request for Extension of Frontier-Lakeshore

  8.   Frontier-Lakeshore, a small, rural LEC located in Cecil, Wisconsin, that
became an equal access provider in 1991, requests an extension of the switch conversion
deadline until June 30, 1998.  Frontier-Lakeshore is an affiliate of the Frontier Corporation
(Frontier Corp.), which oversees 34 LECs with 65 Northern Telecom (Nortel) switched
central offices in 13 states.  Frontier-Lakeshore asserts that Frontier Corp. is in the final
stages of a "massive" network modernization plan, upgrading all of its 65 Nortel switches at
a cost of $10 million a year for three years.  Frontier-Lakeshore asserts that the entire
project, in coordination with Nortel, is scheduled to be finished by the fourth quarter of
1998.  Frontier-Lakeshore asserts that 63 of the 65 switches will have the four-digit CIC
functionality prior to the January 1, 1998 switch conversion deadline, but that, because of
technical and economic obstacles, Frontier-Lakeshore's Nortel DMS-10 switch will not be
four-digit capable by that deadline.  Frontier-Lakeshore asserts that Frontier Corp.
anticipated that its switches would be four-digit CIC capable well before the year 2000,
under the originally proposed six-year transition, and also anticipated that it would be able to
meet the Commission's shortened conversion deadline established in the CICs Second Report
and Order. Frontier-Lakeshore asserts that its Nortel DMS-10 switch, using operating
systems software 403.31, had a low level of operating software, however, and was
technically incapable of processing four-digit CICs.  Frontier-Lakeshore asserts that the
Lakeshore service area is a small community in which there had never been much demand
for features beyond those possible with version 403.31 software, and that the upgrade to
version 410.10 software, as part of the original Nortel plan, would  not be finished until the
third quarter of 1998.

  9.   Frontier-Lakeshore asserts that in June 1997, to comply with the four-digit
CIC mandate as expeditiously as possible, it had already begun negotiations with Nortel
engineers regarding an efficient network solution.  Frontier Corp. removed Frontier-
Lakeshore from the overall upgrade plan and attempted to reconfigure the Frontier-Lakeshore
network.  After determining that the option of a host/remote configuration would be too
costly, Frontier Corp. chose to integrate an expedited switch upgrade for Frontier-Lakeshore
with the overall Nortel plan, at an additional cost of over $180,000.  Frontier-Lakeshore
asserts that working with Nortel's schedule, which has become hectic because of the
impending CIC deadline, the upgrade will occur by June 30, 1998, and that, consistent with
the Second CICs Waiver Order, grant of its waiver request will not interfere with the end of
the permissive dialing period.

  C.   Request for Extension of Council Grove

  10.  Council Grove, an equal access provider serving one exchange with 2,099
access lines in Kansas, requests an extension of the switch conversion deadline until June 30,
1998.  Council Grove asserts that although it contacted Siemens Stromberg-Carlson about
upgrading its switch in August 1997, Siemens Stromberg-Carlson did not process an upgrade
order until November 6, 1997.  According to Council Grove, Siemens Stromberg-Carlson
stated that it would begin installation on January 27, 1998, with an expected completion date
of February 21, 1998.  Council Grove asserts that Siemens Stromberg-Carlson is unable to
expedite the process.  Council Grove requests an extension until June 30, 1998 to allow for
possible delays in the installation process.
  
  D.   Request for Extension of Tri-County

  11.  Tri-County, an incumbent LEC operating in Kansas, and providing interLATA
equal access in all of its end offices, requests an extension of the switch conversion deadline
for one of its 13 exchanges, the Dunlap, Kansas exchange, serving approximately 80
customers.  Tri-County requests an extension for the Dunlap exchange until December 31,
1998.  Tri-County asserts that the software generic version 403.31 loaded in the Nortel
DMS-10 switch in the Dunlap exchange cannot provide four-digit CIC functionality.   Tri-
County asserts that the cost of upgrading the Dunlap switch is, and has been, prohibitive. 
Tri-County asserts that, to bring the Dunlap switch into compliance, Tri-County currently is
considering various alternatives to upgrading the generic software version in the DMS-10
switch, such as reconfiguring its current network and using a "salvaged switch software
generic."  Tri-County asserts that it expects that the Dunlap switch will be four-digit CIC
capable by the third quarter of 1998, at the latest.

  E.   Requests for Extension of the TDS LECs

  12.  TDS asserts that, in 1993, it began a program to replace obsolete switches
operated by its 106 LEC subsidiaries.  Because of budgetary constraints, TDS determined
that, rather than replacing switches all at once, it should replace them over time, beginning
with the switches serving the greatest number of access lines or which are most quickly
approaching the end of their capacity.  TDS asserts that switch replacement under this
program was scheduled to be completed by the year 2000, consistent with the Commission's
proposed six-year transition in the CICs NPRM.  TDS asserts that when the Commission
released the CICs Second Report and Order in April 1997, TDS' program was already in
place and it was not prepared to complete the switch replacement process by January 1,
1998.  TDS asserts that all but 11 of its LEC subsidiaries will be four-digit CIC compliant
by the January 1, 1998 switch conversion deadline.  For ten of its LEC subsidiaries that
will not be able to comply with the January 1, 1998 deadline, TDS requests extensions until
various dates, up to, and including January 1, 1999.  TDS asserts that all of its LECs with
equal access capability will be four-digit CIC compliant no later than the end of 1998, and,
in some instances, sooner.  TDS argues, that absent a waiver, its subsidiaries would incur
significant costs for a relatively small number of exchanges and access lines.   For one of
its LEC subsidiaries that does not currently provide
equal access, TDS requests an indefinite waiver.

       13.   TDS provides specific details regarding the status of switch replacements and
upgrades for each of its subsidiaries for which TDS seeks a waiver.  For Mahanoy, Tipton,
Wolverine, and Island, TDS requests extensions of the switch conversion deadline ending on
or before June 30, 1998.  TDS asserts that installation of new switches will be completed as
follows: for Mahanoy, by January 31, 1998; for Tipton, by March 31, 1998, and for
Wolverine, by June 30, 1998.  TDS asserts that Island is currently updating its switch
software to accept four-digit CICs, and is attempting to complete the process by January 1,
1998.  Nonetheless, TDS requests an extension for Island until June 30, 1998, in the event
that Island is not able to meet the January 1, 1998 deadline for unforeseen reasons.  

  14.  For Badger, Central State, EastCoast, Scandinavia, Oklahoma, and Southern
Indiana, TDS requests extensions of the switch conversion deadline until January 1, 1999. 
TDS asserts that Badger, Central State, EastCoast, Scandinavia, and Oklahoma currently use
NEC switches that are no longer manufactured and that no longer receive timely and
adequate technical support from NEC.  TDS states that the process for installing new
switches for these LECs is currently in progress.  TDS asserts that Southern Indiana uses a
DCO switch in the smallest of its three exchanges, serving approximately 492 access lines,
which requires a "front end" replacement to become four-digit CIC compliant.  TDS
estimates that this replacement would cost $250,000, which also approximates the cost of a
new switch.  TDS asserts that it has determined that it would be more beneficial to replace
the switch entirely rather than to install this costly upgrade.  TDS asserts, however, that it
is also exploring the possibility of Southern Indiana's acquiring four-digit CIC capability
through the use of an adjacent LECs' switch. TDS anticipates that such a transaction, if
implemented, would be completed no later than the end of 1998;  and if not implemented,
TDS asserts that it will replace Southern Indiana's switch by that date.  TDS asserts that it
would be wasteful to spend the more than $1.5 million needed to make the software upgrades
to convert these six LECs to four-digit CIC capability when TDS plans to replace the
switches in 1998.

       15.   Home, one of TDS' LEC subsidiaries for which it requests a waiver, does not
currently provide equal access.  TDS acknowledges that Home is not subject to the January
1, 1998 conversion deadline, but rather covered by the Commission's proposal, in the CICs
Second FNPRM, where the Commission seeks comment on requiring LECs that do not
currently provide equal access to provide it.  Nonetheless, TDS requests an indefinite
waiver for Home, subject to an order requiring it to upgrade to equal access.

  F.   Request for Extension of Bruce

  16.  Bruce, a small LEC providing equal access in and near the rural community of
Bruce, Wisconsin requests an extension of the switch conversion deadline until June 30,
1999.  Bruce asserts that its exchange is located in, and serves, a lake region.  Over the
years, Bruce determined that the use of multiple subscriber remotes connected to its host
switch constituted the most efficient and economical way for it to deal with the topography
and demographics of its exchange area.  Bruce asserts that  it installed its current host
switch, a digital Siemens Stromberg-Carlson switch, in Bruce in 1982.  Since that time,
Bruce has added six subscriber remotes at various locations within the exchange.  These
remotes presently serve approximately half of Bruce's 1,635 access lines.  Bruce asserts
that it cannot upgrade to accept four-digit CICs by installing a later software release, because
the later releases cannot accommodate the six remotes.  Instead, to become four-digit CIC
compliant, Bruce asserts that it must replace its existing host/remote switching system with a
new switch.

  17.  Bruce asserts that, in 1996, it retained an engineering company, Finley
Engineering Company, Inc. (Finley), to prepare a Present Worth of Annual Charge (PWAC)
Study, as a preliminary step to seeking Rural Utilities Service (RUS) financing for a new
switch.   Bruce asserts that Finley delivered the PWAC Study on November 26, 1996. 
Bruce asserts that in 1997, it has negotiated with potential vendors and evaluated switching
options, costs, and financing, a process Bruce asserts that has been more time-consuming and
complicated than expected, given the need to accommodate changing federal and state
services obligations, and changing technologies and markets.  Bruce asserts that it has
determined that RUS financing will take too long, and that, in addition to having selected its
switching equipment and vendor, it has nearly completed an alternative financing
arrangement.  Bruce asserts that it is ready to negotiate final contractual terms and
schedules.  Bruce believes that it can complete arrangements for the purchase and financing
of its new switching system during the first quarter of 1998, and that it can obtain, install,
test, adjust, and make the new switching system ready for commercial operation by June 30,
1999.  Bruce asserts that grant of its requested waiver will have a minimal impact on the
customers served by its 1,635 access lines because these customers are presently served by
14 presubscribed IXCs.  Bruce argues that grant of its waiver request would be consistent
with the Commission's policy of minimizing regulatory burdens on small telephone
companies.  In addition, Bruce asserts that grant of its waiver would be consistent with
other Bureau decisions granting waivers to LECs who planned to replace their switches.

                             III.  DISCUSSION

  18.  The Commission may waive any provision of its rules, in whole or in part, if
good cause is shown.  An applicant for waiver must demonstrate that special circumstances
warrant a deviation from the general rule and that such deviation will serve the public
interest.  In the First CICs Waiver Order, we stated the factors we weighed in evaluating
each petition for waiver: the LEC's diligence in upgrading its switches; the availability from
manufacturers of products required to accomplish the upgrade; and the impact of an
extension of the conversion deadline on the IXCs served by the LEC's switches and on
customers' ability to reach IXCs through CAC dialing.  In the Second CICs Waiver Order,
the Third CICs Waiver Order, and again here, we have weighed these same factors in
evaluating each petition before us.

  A.   Grant of Extensions

  19.  Requests for Extension of Interstate and Southwest.  We find that the joint
petition for waiver filed by Interstate and Southwest demonstrates the special circumstances
meriting a waiver of the January 1, 1998 conversion deadline.  First, the petitioners have
demonstrated that they are diligently working to upgrade their switches.  For example,
Interstate is in its final stages of conversion to four-digit CIC functionality.  The new Mitel
GX 5000 switches Interstate purchased for each of its three exchanges were delivered in
November 1997, but according to the manufacturer, installation will not be complete until
shortly after the January 1, 1998 conversion deadline.  Southwest's conversion has been
delayed because the petitioners were first focusing the jointly owned companies' financial
resources on Interstate's conversion.  Southwest began working with engineers months ago to
meet the January 1, 1998 conversion deadline.  Southwest's entire switch conversion process,
from purchase, to delivery, to completion of installation, will take Southwest until the end of
1998 to finalize.  Second, based the joint petition, we conclude that Interstate and Southwest
have demonstrated that the product needed to accomplish the upgrade is not readily available
from switch manufacturers, which has delayed the petitioners' ability to meet the January 1,
1998 conversion deadline.  The new Mitel GX 5000 switches Interstate purchased for each of
its three exchanges were delivered in November 1997, but according to the manufacturer,
installation will not be complete until shortly after the January 1, 1998 conversion deadline. 
Because the manufacturer cannot complete installation by January 1, 1998, the product is
effectively "unavailable."  We also find that the additional costs that Southwestern would be
forced to expend to comply with the January 1, 1998 deadline make the product necessary
for conversion effectively "unavailable" for Southwest.  Third, we conclude that the impact
of an extension of the conversion deadline on the IXCs served by Interstate and Southwest,
and on the ability of Interstate's and Southwest's customers to reach IXCs through CAC
dialing, does not outweigh the burden on Interstate and Southwest that would be imposed by
a denial of their joint petition for waiver.  Interstate serves a total of only approximately
1,100 access lines, and Southwest serves a total of only approximately 700 access lines. 
Interstate has requested an extension until February 28, 1998.  Accordingly, the grant of its
requested waiver will not affect or interfere with the end of the permissive dialing period on
June 30, 1998.  Because Southwest has requested an extension until December 31, 1998,
significantly beyond the end of the permissive dialing period, below, we impose several
requirements on Southwest, as a condition to our grant of its extension request.

  20.  Request for Extension of Frontier-Lakeshore.  We find that the petition for
waiver filed by Frontier-Lakeshore demonstrates the special circumstances meriting a waiver
of the January 1, 1998 conversion deadline.  First, Frontier-Lakeshore has demonstrated that
it is diligently working to upgrade its switches.  For example, Frontier-Lakeshore asserts that
in June 1997, it had already begun negotiations with Nortel engineers regarding an efficient
network solution.  It asserts that Frontier Corp. removed Frontier-Lakeshore from the overall
upgrade plan for Frontier Corp.'s affiliates, and attempted to reconfigure the Frontier-
Lakeshore network.  After determining that the option of a host/remote configuration would
be too costly, Frontier Corp. chose the option of integrating an expedited switch upgrade for
Frontier-Lakeshore with the overall Nortel plan, at an additional cost of over $180,000. 
Frontier-Lakeshore asserts that this upgrade will occur by June 30, 1998.  Second, based on
its petition, we conclude that Frontier-Lakeshore has demonstrated that the product needed to
accomplish the upgrade is not readily available from switch manufacturers, which has
delayed its ability to meet the January 1, 1998 conversion deadline.  Frontier-Lakeshore
asserts that in light of Nortel's schedule, which has become hectic because of the impending
CIC deadline, it can upgrade to four-digit CIC capability by June 30, 1998.  The product,
therefore, is effectively "unavailable" to meet the January 1, 1998 deadline.  Third, we
conclude that the impact of an extension of the conversion deadline on the IXCs served by
Frontier-Lakeshore, and on the ability of Frontier-Lakeshore's customers to reach IXCs
through CAC dialing, does not outweigh the burden on Frontier-Lakeshore that would be
imposed by a denial of its petition for waiver.  Frontier-Lakeshore serves only 2,100 access
lines.  Frontier-Lakeshore has requested an extension until June 30, 1998. Accordingly, the
grant of its requested waiver will not affect or interfere with the end of the permissive
dialing period on June 30, 1998.

  21.  Request for Extension of Council Grove.  We find that the petition for waiver
filed by Council Grove demonstrates the special circumstances meriting a waiver of the
January 1, 1998 conversion deadline.  First, Council Grove has demonstrated that it is
diligently working to upgrade its switches.  Council Grove asserts that it contacted Siemens
Stromberg-Carlson about upgrading its switch in August 1997, but that Siemens Stromberg-
Carlson did not process an upgrade order until November 6, 1997.  According to Council
Grove, Siemens Stromberg-Carlson stated that it would begin installation on January 27,
1998, with an expected completion date of February 21, 1998.  Second, based on its petition,
we conclude that Council Grove has demonstrated that the product needed to accomplish the
upgrade is not readily available from switch manufacturers, which has delayed its ability to
meet the January 1, 1998 conversion deadline.  Council Grove asserts that Siemens
Stromberg-Carlson is unable to expedite the upgrade installation process.  The product
necessary for conversion by January 1, 1998, is, therefore, "unavailable."  Third, we
conclude that the impact of an extension of the conversion deadline on the IXCs served by
Council Grove, and on the ability of Council Grove's customers to reach IXCs through CAC
dialing, does not outweigh the burden on Council Grove that would be imposed by a denial
of its petition for waiver.   Council Grove serves only 2,099 access lines.  Council Grove
has requested an extension until June 30, 1998. Accordingly, the grant of its requested
waiver will not affect or interfere with the end of the permissive dialing period on June 30,
1998.

  22.  Request for Extension of Tri-County.  We find that the petition for waiver
filed by Tri-County demonstrates the special circumstances meriting a waiver of the January
1, 1998 conversion deadline.  First, Tri-County has demonstrated that it is diligently working
to upgrade its switches.  For example, all but one of Tri-County's exchanges are already
four-digit CIC compliant.  For its one non-compliant switch, Tri-County has been
considering various alternatives to upgrading the generic software version in the DMS-10
switch, such as reconfiguring its current network and using a "salvaged switch software
generic."  Tri-County asserts that it plans to have this switch four-digit CIC capable by the
third quarter of 1998, at the latest.  Second, based on Tri-County's petition, we conclude that
Tri-County has demonstrated that the product needed to accomplish the upgrade is not readily
available from switch manufacturers, which has delayed Tri-County's ability to meet the
January 1, 1998 conversion deadline.  Tri-County asserts that the Nortel DMS-10 switch in
the Dunlap exchange uses generic software version 403.31, which does not provide four-digit
CIC capability.  We conclude that the prohibitive costs Tri-County asserts it would be forced
to expend to upgrade the Dunlap switch make the product necessary for conversion by
January 1, 1998 effectively "unavailable" for Tri-County.  Third, we conclude that the
impact of an extension of the conversion deadline on the IXCs served by Tri-County, and on
the ability of Tri-County's customers to reach IXCs through CAC dialing, does not outweigh
the burden on Tri-County that would be imposed by a denial of its petition for waiver.  The
Dunlap switch serves only approximately 80 customers.  Because Tri-County has requested
an extension until December 31, 1998, significantly beyond the end of the permissive dialing
period, below, we impose several requirements on Tri-County, as a condition to our grant of
its extension request.  23.  Requests for Extension of the TDS LECs.  We find that the petition for waiver
of TDS, on behalf of its ten LEC subsidiaries currently providing equal access, demonstrates
the special circumstances meriting a waiver of the January 1, 1998 conversion deadline. 
First, TDS has demonstrated that the ten LEC subsidiaries are diligently working to upgrade
their switches.  For example, TDS asserts that for Mahanoy, Tipton, and Wolverine,
installation of new switches will be completed as follows: for Mahanoy, by January 31,
1998; for Tipton, by March 31, 1998, and for Wolverine, by June 30, 1998.  TDS asserts
that Island is currently updating its switch software to accept four-digit CICs, and is
attempting to complete the process by January 1, 1998.  Nonetheless, TDS requests an
extension for Island until June 30, 1998, in the event that Island is not able to meet the
January 1, 1998 deadline for unforeseen reasons.  TDS asserts that the process for installing
new switches for Badger, Central State, EastCoast, Scandinavia, Oklahoma, and Southern
Indiana is currently in progress.  For Southern Indiana, using a DCO switch in the smallest
of its three exchanges, requires a "front end" replacement to become four-digit CIC
compliant.  TDS asserts that it has determined that it would be more beneficial to replace the
switch entirely rather than to install this costly upgrade.  TDS also is exploring the
possibility of Southern Indiana's acquiring four-digit CIC capability through the use of an
adjacent LECs' switch.  TDS anticipates four-digit CIC compliance for Badger, Central
State, EastCoast, Scandinavia, Oklahoma, and Southern Indiana, by the end of 1998.

  24.  Second, based on TDS' petition, we conclude that TDS has demonstrated that
the product needed to accomplish the upgrade is not readily available from switch
manufacturers, which has delayed the ability of the ten non-compliant LECs to meet the
January 1, 1998 conversion deadline.  For Mahanoy, Tipton, and Wolverine, switch
manufacturers are unable to complete installation of the new switches by January 1, 1998,
and the product is, therefore, effectively "unavailable" to meet the January 1, 1998 deadline. 
Badger, Central State, EastCoast, Scandinavia, and Oklahoma, use NEC switches that are no
longer manufactured and assert that they no longer receive timely and adequate technical
support from NEC.  For Southern Indiana, we conclude that the $250,00 TDS asserts
Southern Indiana would be forced to expend to perform the "front end" replacement, makes
the product necessary for conversion by January 1, 1998 effectively "unavailable."

  25.  Third, we conclude that the impact of an extension of the conversion deadline
on the IXCs served by the ten non-compliant TDS LECs, and on the ability of their
customers to reach IXCs through CAC dialing, does not outweigh the burden on these LECs
that would be imposed by a denial of TDS' petition for waiver on their behalf.  The number
of access lines served by the eleven subsidiaries on whose behalf TDS filed its petition are as
follows: Badger, 3939 access lines; Central State, 4715 access lines; EastCoast, 1278 access
lines; Scandinavia, 2733 access lines; Oklahoma, 3351 access lines, Mahanoy, 2237 access
lines; Southern Indiana, 492 access lines; Home, 788 access lines; Wolverine, 659 access
lines; Island, 1,055 access lines; and Tipton, 5,167 access lines.  TDS has requested
extensions for Mahanoy until January 31, 1998, for Tipton until March 31, 1998, and for
Wolverine and Island until June 30, 1998.  Accordingly, the grant of these extensions will
not affect or interfere with the end of the permissive dialing period on June 30, 1998. 
Because TDS has requested extensions for Badger, Central State, EastCoast, Scandinavia,
Oklahoma, and Southern Indiana until January 1, 1999, however, significantly beyond the
end of the permissive dialing period, as discussed below, we impose several requirements on
these LECs, as a condition of our grant of TDS' extension request on their behalf.

  26.  We deny as premature TDS' waiver request on behalf of Home, a LEC
subsidiary not currently providing equal access.  TDS requests an indefinite waiver for
Home, subject to an order requiring it to upgrade to equal access.  First, as TDS
acknowledges, Home is not subject to the January 1, 1998 conversion deadline because it
does not provide equal access.  In the CICs Second FNPRM, issued concurrently with the
CICs Order on Reconsideration, the Commission noted that some independent incumbent
LECs in rural and isolated areas do not provide equal access, and recognized that a
requirement that all LEC end office switches be upgraded to accept four-digit CICs by
January 1, 1998, may have the unintended effect of requiring those LECs that have never
received a bona fide request for equal access or that are not subject to a specific timetable for
providing equal access nonetheless to upgrade their end offices to offer equal access by
January 1, 1998.   The Commission noted that such a requirement would modify the
Commission's equal access implementation schedule for non-GTE independent telephone
companies, set by the 1985 Independent Telephone Company Equal Access Report and
Order.  Because more than twelve years have passed since adoption of the Independent
Telephone Company Equal Access Report and Order, the Commission tentatively concluded
that eventually all LEC end offices should be required to provide equal access.  TDS'
petition for waiver is premature because the Commission has not yet released an order
addressing the proposals in the CICs Second FNPRM.

  27.  Request for Extension of Bruce.  We find that the petition for waiver filed by
Bruce demonstrates the special circumstances meriting a waiver of the January 1, 1998
conversion deadline.  First, Bruce has demonstrated that it is diligently working to upgrade
its switches.  For example, Bruce asserts that, since 1996, it has: retained an engineering
company to prepare a PWAC Study; negotiated with potential vendors; evaluated switching
options, costs, and financing; determined that RUS financing will take too long; nearly
completed an alternative financing arrangement; and is ready to negotiate final contractual
terms and schedules.  Bruce believes that it can complete arrangements for the purchase and
financing of its new switching system during the first quarter of 1998, and that it can obtain,
install, test, adjust, and make the new switching system ready for commercial operation by
June 30, 1999.  Second, based on Bruce's petition, we conclude that Bruce has demonstrated
that the product needed to accomplish the upgrade is not readily available from switch
manufacturers, which has delayed Bruce's ability to meet the January 1, 1998 conversion
deadline.  Bruce asserts that it cannot upgrade to four-digit CICs by installing a later
software release to its current host/remote configuration, because the later releases cannot
accommodate Bruce's six remotes which serve approximately half of its access lines.  The
need for Bruce to install a new switch makes the product effectively "unavailable" for
compliance with the January 1, 1998 conversion deadline.  Third, we conclude that the
impact of an extension of the conversion deadline on the IXCs served by Bruce, and on the
ability of Bruce's customers to reach IXCs through CAC dialing, does not outweigh the
burden on Bruce that would be imposed by a denial of its petition for waiver.  Bruce serves
only 1,635 access lines.  Bruce also asserts that its customers are presently served by 14
presubscribed IXCs.  Because Bruce has requested an extension until June 30, 1999,
however, significantly beyond the end of the permissive dialing period, as discussed below,
we impose several requirements on Bruce, as a condition of our grant of its extension
request.

  B.   Effect on IXCs and Customers on Grants of Extensions Up
       To and Including June 30, 1998

  28.  We recognize that the grant of extensions to Interstate, Frontier-Lakeshore,
Council Grove, Mahanoy, Tipton, Wolverine, and Island will shorten or eliminate the time
we provided for IXCs to prepare their networks and to educate their customers, in creating a
two-step transition in our Order on Reconsideration.  We find, however, that the technical
and economic burden on these LECs that would be imposed by a denial of the extensions
outweighs the burden to the IXCs and their customers.  The economic burdens imposed by a
denial of the extensions would be borne by the LECs' customers.  We note, moreover, that
only IXCs that have been issued a four-digit CIC (who cannot currently receive CAC calls
originating with the LECs' customers) will be affected by the grant of the waivers.  The
petitioners' networks can, and will continue to, accept CAC calling for IXCs with three-digit
CICs until the transition ends on June 30, 1998.  Although we recognize the potential
anticompetitive effects of the dialing disparity and seek to minimize them, we believe that
those effects are outweighed by the economic and technical burdens likely to be imposed on
the LECs by a failure to extend the conversion deadline for them.  Thus, on balance, we find
that the impact of an extension of the conversion deadline on the IXCs served by Interstate,
Frontier-Lakeshore, Council Grove, Mahanoy, Tipton, Wolverine, and Island, and on the
ability of those LECs' customers to reach IXCs through CAC dialing, does not outweigh the
burden on the LECs that would be imposed by a denial of the extension requests.

  29.  We note that the CICs Order on Reconsideration, in addition to requiring four-
digit CIC conversion by equal access LECs as of January 1, 1998, also requires that LECs
must offer a standard intercept message beginning on or before June 30, 1998, explaining
that a dialing pattern change has occurred and instructing the caller to contact its IXC for
further information.  The Commission requires that, in developing an intercept message,
LECs must consult with IXCs and reach agreement on the content of the message and on the
period of time during which the message will be provided.  We emphasize that Interstate,
Frontier-Lakeshore, Council Grove, Mahanoy, Tipton, Wolverine, and Island must comply
with the Commission's intercept message requirement.

  C.   Effect on IXCs and Customers on Grants of Extensions
       Beyond June 30, 1998--Conditions on Grants of Waivers

  30.  We cannot ignore the difficulties that the IXCs served by Southwest, Tri-
County, Badger, Central State, EastCoast, Scandinavia, Oklahoma, Southern Indiana, and
Bruce will experience in educating their customers about the forthcoming changes in dialing
patterns, and the inability of these IXCs' customers to reach them through CAC dialing after
the transition ends on June 30, 1998.  We, therefore, condition our grant of these LECs'
waiver requests as described below.  As of June 30, 1998, IXCs will have converted three-
digit CICs to four digits and five-digit CACs to seven digits.  IXCs assigned four-digit CICs
will expect their customers to be able to reach them by dialing seven-digit CACs.  Their
customers will have the same expectation.  As we did with Interstate, Frontier-Lakeshore,
Council Grove, Mahanoy, Tipton, Wolverine, and Island, we require that Southwest, Tri-
County, Badger, Central State, EastCoast, Scandinavia, Oklahoma, Southern Indiana, and
Bruce offer intercept messages by June 30, 1998.  We modify that requirement, however, for
these LECs to whom we grant extensions beyond June 30, 1998.  Specifically, we require
that, beginning on June 30, 1998, in their intercept messages: Southwest and Tri-County
indicate that callers will not be able to reach their long distance carriers through access code
dialing until December 31, 1998; Badger, Central State, EastCoast, Scandinavia, Oklahoma,
and Southern Indiana indicate that callers will not be able to reach their long distance carriers
through access code dialing until January 1, 1999; and Bruce indicate that callers will not be
able to reach their long distance carriers through access code dialing until June 30, 1999. 
These intercept messages should help minimize disruption to the IXCs served by these LECs,
and to those IXCs' customers trying to reach the IXCs by CAC dialing between June 30,
1998, and the expiration of the LECs' waivers.  We also require that Southwest, Tri-County,
Bruce, Badger, Central State, EastCoast, Scandinavia, Oklahoma, and Southern Indiana
provide the same notification in bill inserts to customers.

  31.  In addition, because we grant Southwest, Tri-County, Badger, Central State,
EastCoast, Scandinavia, Oklahoma, Southern Indiana, and Bruce extensions significantly
beyond the end of the permissive dialing period, we impose an additional requirement on
them to assist the Bureau in monitoring these LECs' diligence in converting to four-digit CIC
capability by the expiration of their waivers.  Specifically, Southwest, Tri-County, and TDS
(on behalf of Badger, Central State, EastCoast, Scandinavia, Oklahoma, and Southern
Indiana), and Bruce must file reports on June, 30 1998, and again on September 30, 1998,
with the Network Services Division of the Common Carrier Bureau detailing the progress
they have made towards becoming four-digit CIC compliant.  Bruce must also file such a
report on March 31, 1998.  The reports should contain information concerning, but not
limited to, the status of steps taken to ensure software upgrades and/or switch replacements
to convert to four-digit CICs.  We believe such a reporting condition is necessary to ensure
that these LECs comply with the Commission's four-digit CIC conversion requirement in a
manner consistent with the public interest and to avoid further requests for waiver of the
conversion deadline.

                           IV.  ORDERING CLAUSES

  32.  IT IS ORDERED, pursuant to Section 1.3 of the Commission's rules, 47
C.F.R.  1.3, and authority delegated in Section 0.91 of the Commission's rules, 47 C.F.R.
  0.91, and Section 0.291 of the Commission's rules, 47 C.F.R.   0.291, that the Joint
Request for Waiver of Interstate 35 Telephone Company and Southwest Telephone Exchange,
Inc., IS GRANTED, by extending for Interstate 35 Telephone Company the switch
conversion deadline for four-digit CIC capability until February 28, 1998, and by extending
for Southwest Telephone Exchange, Inc., the switch conversion deadline for four-digit CIC
capability until December 31, 1998, subject to the conditions stated herein.

  33.  IT IS FURTHER ORDERED, pursuant to Section 1.3 of the Commission's
rules, 47 C.F.R.  1.3, and authority delegated in Section 0.91 of the Commission's rules,
47 C.F.R.   0.91, and Section 0.291 of the Commission's rules, 47 C.F.R.   0.291, that
the Petition for Limited Waiver of Frontier Communications of Lakeshore, Inc., IS
GRANTED, by extending for it the switch conversion deadline for four-digit CIC capability
until June 30, 1998.

  34.  IT IS FURTHER ORDERED, pursuant to Section 1.3 of the Commission's
rules, 47 C.F.R.  1.3, and authority delegated in Section 0.91 of the Commission's rules,
47 C.F.R.   0.91, and Section 0.291 of the Commission's rules, 47 C.F.R.   0.291, that
the Petition for Waiver of the Council Grove Telephone Company IS GRANTED, by
extending for it the switch conversion deadline for four-digit CIC capability until June 30,
1998.

  35.  IT FURTHER IS ORDERED, pursuant to Section 1.3 of the Commission's
rules, 47 C.F.R.  1.3, and authority delegated in Section 0.91 of the Commission's rules,
47 C.F.R.   0.91, and Section 0.291 of the Commission's rules, 47 C.F.R.   0.291, that
the Request of the Tri-County Telephone Association, Inc., for a Waiver Relating to the
Commission's Rules for Recognizing Four-Digit Carrier Identification Codes IS GRANTED,
by extending for it the switch conversion deadline for four-digit CIC capability until
December 31, 1998, subject to the conditions stated herein.

  36.  IT IS FURTHER ORDERED, pursuant to Section 1.3 of the Commission's
rules, 47 C.F.R.  1.3, and authority delegated in Section 0.91 of the Commission's rules,
47 C.F.R.   0.91, and Section 0.291 of the Commission's rules, 47 C.F.R.   0.291, that
the 
TDS Telecommunications Corporation Petition for Waiver IS GRANTED IN PART, by
extending for ten of the eleven carrier's the switch conversion deadline for four-digit CIC
capability as follows: Mahanoy & Mahantango Telephone Company until January 31, 1998;
Tipton Telephone Company until March 31, 1998; Wolverine Telephone Company and
Island Telephone Company until June 30, 1998; Badger Telecom, Inc., Central State
Telephone Co., EastCoast Telecom, Inc., Scandinavia Telephone Company, Oklahoma
Communications Systems, Inc., and Communications Corporation of Southern Indiana, until
January 1, 1999, subject to the conditions stated herein; and DENIED AS PREMATURE, to
the extent it requests an indefinite waiver for Home Telephone Company, as described
herein.

  37.  IT IS FURTHER ORDERED, pursuant to Section 1.3 of the Commission's
rules, 47 C.F.R.  1.3, and authority delegated in Section 0.91 of the Commission's rules,
47 C.F.R.   0.91, and Section 0.291 of the Commission's rules, 47 C.F.R.   0.291, that
the 
Request for Waiver of Bruce Telephone Company IS GRANTED, by extending for it the
switch conversion deadline for four-digit CIC capability until June 30, 1999, subject to the
conditions stated herein.
       

       FEDERAL COMMUNICATIONS
COMMISSION


       Anna M. Gomez
       Deputy Chief, Network Services Division
       Common Carrier Bureau