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


AT&T Corp.,                        )                                  
                                )
     Complainant,                  )         
                                )                      
          v.                    )       File No. E-97-02A
                                )
Combined Companies, Inc.,               )         
                                )
     Defendant.                    )


                             ORDER

     Adopted:  July 31, 1997       ;         Released:  August 1, 1997

By the Chief, Formal Complaints and Investigations Branch, Enforcement Division, 
Common Carrier Bureau:

     1.   AT&T Corp. ("AT&T") filed the above-captioned formal complaint against Combined
Companies, Inc. ("CCI") on October 25, 1996.  AT&T also named Winback & Conserve Program, Inc.
("W&C") as a defendant and both defendants were assigned the same file number (No. E-97-02).  Generally,
however, a separate file number is set up for each defendant;  in accordance with this rule, we are now
designating AT&T v. CCI as File No. E-97-02A and AT&T v. W&C as File No. E-97-02B.  
     2.   In the above captioned complaint, AT&T alleged, inter alia, that CCI had violated Section
201(b) of the Communications Act of 1934, as amended, 47 U.S.C.  201(b).  CCI filed an Answer on
December 23, 1996, in which it denied the allegations contained in the complaint.  

     3.   AT&T and CCI thereafter entered into negotiations aimed at settling the matters in
controversy.  By joint motion filed July 22, 1997 ("Joint Motion"), AT&T and CCI advised the Commission
that they have reached a mutually satisfactory settlement and request that the above-captioned complaint be
dismissed with prejudice.  AT&T and CCI aver that no purpose would be served by continued litigation of
this complaint, and that dismissal would serve the public interest by eliminating the need for expenditure of
further time and resources by the parties and the Commission.

     4.   Opposing the Joint Motion, W&C avers that AT&T cannot dismiss its complaint against
CCI but continue to pursue its complaint against W&C because the allegations arise under the same CSTP
II plans.  Moreover, according to W&C, AT&T and CCI conspired to isolate and deny W&C its rights under
the applicable tariff.  W&C also argues that the settlement is suspect because, previously, the owner of CCI
wrote many letters condemning AT&T's actions and was a co-plaintiff with W&C for several years in court
litigation.

     5.   We are satisfied that granting the Joint Motion as to CCI will serve the public interest by
eliminating the need for further litigation and the expenditure of further time and resources by AT&T, CCI,
and the Commission.  We find W&C's contrary opinion to be unpersuasive and, in any event, unsupported. 
In particular, W&C has not demonstrated that dismissal of the above-captioned complaint will unduly
prejudice W&C's defense.  On our own motion, however, we are requiring AT&T and CCI to retain all
records which may be relevant to the above-captioned complaint and/or AT&T v. W&C until the Commission
has issued final rulings in both proceedings.

     6.   Accordingly, IT IS ORDERED, pursuant to Sections 1, 4(i), 4(j), and 208 of the
Communications Act of 1934, as amended, 47 U.S.C.  151, 154(i), 154(j), 208, and the authority delegated
in Sections 0.91 and 0.291 of the Commission's rules, 47 C.F.R.  0.91, 0.291, that AT&T and CCI's July
22, 1997, Joint Motion to Dismiss the above-captioned complaint IS GRANTED.

     7.   IT IS FURTHER ORDERED that CCI and AT&T shall retain all records which may be
relevant to the above-captioned complaint and/or AT&T v. W&C, File No. E-97-02B, until the Commission
has issued final rulings in both proceedings.  

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


                                FEDERAL COMMUNICATIONS COMMISSION



                                Kurt A. Schroeder
                                Chief, Formal Complaints and
                                Investigations Branch
                                                         Enforcement Division