Conclusions of Law

1. No public hearing is necessary.

2. Steven R. Bryan is qualified to assume control of Pinnacles Telephone Co.

3. The transfer of control to Steven R. Bryan and the subsequent transfer of control from him to Bryan Family, Inc., are not adverse to the public interest.

4. It is reasonable to grant an exemption to the pre-approval requirement of a transfer or encumbrance of utility property for the transfer of control to Steven R. Bryan.

5. The application should be granted.

ORDER

IT IS ORDERED that;

1. The application of Steven R. Bryan to assume control of Pinnacles Telephone Co. (Pinnacles) is approved.

2. Following transfer of control to Steven R. Bryan, Steven R. Bryan is authorized to transfer control of Pinnacles to Bryan Family, Inc., on the terms and conditions set forth in the application and its exhibits.

3. Within 30 days of the date of this order, Steven R. Bryan shall file an Advice Letter in accordance with General Order 96-A to modify the Pinnacles tariff book to reflect the change in control.

4. Application 00-04-048 is closed.

This order is effective today.

Dated October 5, 2000, at San Francisco, California.

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