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



In the Matter of                   )
                              )
Unicare Corporation                )
                              )
     and                      )
                              )              
Rudy Khatchatourian,                    )
                              ) 
                              )
     Complainants,                 )
                              )
          v.                  )    File No.            E-99-03
                              )    
Caprock Communications Corp.,      )         
                              )
     Defendant.                    )


                             ORDER


     Adopted:  December 22, 1999          Released:  December 23, 1999

By the Deputy Chief, Market Disputes Resolution Division, Enforcement Bureau:

          1.   On November 17, 1998, complainants UniCare Corporation and Rudy
Khatchatourian (collectively, UniCare) filed the above-captioned complaint against Caprock
Communications Corp. (Caprock), alleging that Caprock violated sections 201(b) and 258(a) of
the Communications Act of 1934, as amended, and sections 64.1100 and 64.1150 of the
Commission's rules by making unauthorized changes to the service provider and Responsible
Organization for the toll-free vanity number assigned to UniCare, and by terminating UniCare as
the customer of record for that number.

               2.   On December 21, 1999, UniCare Corporation and the Estate of Rudy 


Khatchatourian and defendant Caprock (collectively, Petitioners), filed a joint motion to dismiss
UniCare's pending complaint against Caprock with prejudice. Petitioners state that they have
reached a mutually agreeable settlement of the above-captioned dispute, and that further
Commission action is therefore unnecessary.

               3.   Upon review of the joint motion to dismiss and the
               entire record herein, we believe that the grant of the motion and the
               dismissal of this complaint with prejudice will serve the public interest by
               promoting the private resolution of disputes and conserving the
               Commission's and Petitioners' resources.

               4.   Accordingly, IT IS ORDERED, pursuant to sections
               4(i), 4(j), 201(b) and 208 of the Communications Act of 1934, as amended,
               47 U.S.C.  154(i), 154(j), 201(b), 208, and the authority delegated by
               sections 0.111 and 0.311 of the Commission's rules, 47 C.F.R.  0.111,
               0.311, that the joint motion to dismiss the above-captioned complaint with
               prejudice IS GRANTED.

               5.    IT IS FURTHER ORDERED that the above-
               captioned complaint proceeding IS DISMISSED WITH PREJUDICE and
               that the proceeding IS TERMINATED.

          6.   IT IS FURTHER ORDERED that this Order is effective immediately upon
release thereof.


                    FEDERAL COMMUNICATIONS COMMISSION



                    Alexander P. Starr
                    Deputy Chief, Market Disputes Resolution Division 
                    Enforcement Bureau