ELECTRIC LIGHTWAVE INC
8-K, 1998-07-14
TELEGRAPH & OTHER MESSAGE COMMUNICATIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 Date of Report:
                                  July 13, 1998
                                 --------------
                        (Date of earliest event reported)


                            Electric Lightwave, Inc.
                -------------------------------------------------
               (Exact name of Registrant as specified in charter)

<TABLE>
<CAPTION>
<S>                            <C>                           <C>

         Delaware                     0-23393                     93-1035711
- ----------------------------   ------------------------      -------------------
(State or other jurisdiction   (Commission File Number)         (IRS Employer
     of incorporation)                                       Identification No.)

              4400 NE 77th Avenue, Vancouver, WA                  98662
- ------------------------------------------------------          --------
           (Address of principal executive offices)            (Zip Code)


                                  (360)892-1000
                                 ---------------
              (Registrant's telephone number, including area code)

                           No change since last report
                           ---------------------------
             (Former name or address, if changed since last report)
</TABLE>





<PAGE>


Item 5.  Other Events.
         -----------------------------------------------------------------------

This report is being filed to make  available the following  press release dated
July 13, 1998.

      ELECTRIC LIGHTWAVE INDEPENDENCE AND STRATEGIC OPTIONS NOT LIMITED BY
                   CITIZENS UTILITIES' SEPARATION ANNOUNCEMENT
________________________________________________________________________________

      Operations Update: Provisioning System Implementation Will Temporarily
              Impact Revenue Growth Despite Strong Customer Demand

         VANCOUVER,  Wash. -- July 13, 1998 -- Electric  Lightwave Inc. (NASDAQ:
ELIX) management believes that recent fluctuations in its share price may be due
to  market  confusion  surrounding  Citizens  Utilities'  (NYSE:   CZN,   CZNPr)
separation announcement of May 18, 1998.

         That  announcement   stated  that  Citizens'  Board  of  Directors  had
authorized  the  separation of Citizens'  telecommunications  businesses and its
public services businesses into two stand-alone, publicly traded companies.

         The  announcement  further stated that the separation was being made to
unlock  shareholder value and that Citizens'  telecommunications  businesses and
public  services  businesses  will be better able to pursue their own strategies
and compete more effectively as separate companies. Further, the separation will
enable both businesses to take full advantage of opportunities to enhance value.
Citizens'  telecommunications  businesses  consist  principally  of wholly owned
local exchange subsidiaries with approximately 900,000 access lines in 12 states
and an 83% interest in Electric Lightwave.

         Daryl A. Ferguson,  Electric  Lightwave's  chief executive  officer and
Citizens   president  and  chief   operating   officer  said,   "The  separation
announcement is favorable for Electric  Lightwave since its largest  shareholder
will transition from a diversified  utility into a company with a singular focus
on telecommunications. In no way did this announcement suggest any limitation on
Electric  Lightwave's ability to remain independent or limit its ability to take
any future strategic actions to enhance shareholder value."

OPERATIONS UPDATE

         Electric Lightwave  continues its successful cut over to a new business
systems  platform.   This  platform  enables  the  integration  of  order  flow,
provisioning, network monitoring and billing systems. Integration of an enhanced
order flow, provisioning and billing system will occur later in 1998.

         Dave  Sharkey,  president  and  chief  operating  officer  of  Electric
Lightwave  said,  "Upon  completion,  we will  have  the one  thing  that  every
competitive local exchange carrier wants: a scaleable  provisioning  system that
can handle any level of increased business from the same platform."

         At the time of its first  quarter  earnings  release on May 4, Electric
Lightwave  indicated that the installation of this new provisioning system would
probably have a temporary  impact on the company's  ability to ramp-up its order
processing.  While  demand for  services  remains  strong,  as  evidenced by the
company's  growing revenue backlog,  revenues for the second,  third, and fourth
quarters are likely to be approximately 8%, on average below analysts' consensus
estimates.  Electric  Lightwave's  gross margins remain at industry  highs,  and
revenues are expected to return to double-digit  quarterly  growth rates late in
the year.












                                      -1-
<PAGE>
                                     

         Sharkey added:  "We are experiencing very strong demand, so this is not
a demand issue - it is a temporary constraint to our  provisioning ability.   We
continue to have confidence in our strategy and ability to  execute our business
plan."

         The company  believes that it has the right  combination  of talent and
resources to meet the strong  demand for its voice,  network and  enhanced  data
products  and in its  ability to attract and retain a  significant  share of its
target market.  This was evidenced by the company's  recent agreement with Qwest
Communications, which was another execution step in its original business plan.

         Based  in  Vancouver,  Wash.,  Electric  Lightwave  is  a  full-service
integrated  communications  provider offering local and long distance  telephone
service,  videoconferencing,  prepaid services,  broadband  transport,  data and
Internet  access  services to business  customers  throughout the United States.
Electric Lightwave's highly rated Internet backbone was recently ranked third in
the nation for "Best  Internet  Value" by Boardwatch  Magazine.  Visit  Electric
Lightwave on the Worldwide Web at www.eli.net.

         Statements  contained in this news release regarding  financial results
and  other  planned  events  are  forward-looking   statements  and  subject  to
uncertainties  and risks  including,  but not  limited to,  demand for  Electric
Lightwave's  products  and services and the  company's  ability to  successfully
implement its strategies, each of which may be impacted by -- among other things
- -- economic,  competitive or regulatory  conditions.  These and other applicable
risks are  summarized  in the  company's  Form 10-K Annual Report for the fiscal
year ended December 31, 1997.










































                                      -2-

<PAGE>








                                   SIGNATURES
                                ----------------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                            Electric Lightwave, Inc.
                            ------------------------
                                   Registrant




                              By: /s/ Kerry D. Rea
                           _____________________________
                           Vice President and Controller



Date:     July 13, 1998



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