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


In the Matter of              )
                              )
AT&T CORP., et al.,           )            
                              )            
                              )
     Complainants,            )            
                              )            File No. E-98-41
     v.                       )            
                              )
AMERITECH CORPORATION,        )
                              )
     Defendant,               )
                              )
and                           )
                              )
QWEST COMMUNICATIONS          )
  CORPORATION,                )
                              )
     Defendant/Intervenor.    )

                   MEMORANDUM OPINION AND ORDER

              Adopted:  July 9, 1998;  Released  July 9, 1998

By the Chief, Common Carrier Bureau:

                        I.  INTRODUCTION

     1.   Qwest Communications Corporation (Qwest) has moved for a stay, pending judicial
review, of the Commission's Standstill Order in this proceeding, which, for a period of 90 days,
prohibits Ameritech Corporation (Ameritech) from enrolling additional customers under its agreement
with Qwest and from marketing or promoting the services offered pursuant to that agreement.  In
support of its motion, Qwest asserts that (1) absent a stay, Qwest will suffer irreparable financial harm
and harm to its reputation; (2) a stay is warranted because Qwest will likely prevail on its claim that
the Standstill Order was improperly granted; and (3) the Standstill Order is contrary to law, an abuse
of discretion, and arbitrary and capricious because the Commission failed to properly balance the
hardships before granting Complainants' request for injunctive relief.

                        II.  DISCUSSION

     2.   The Commission issued the Standstill Order to maintain the status quo while it
investigates the lawfulness of the Ameritech/Qwest agreement.  The Commission found that the
complaints challenging that agreement raised "serious questions" regarding its lawfulness, and that
"the balance of hardships, particularly the potential for harm to the public interest, tips sharply in
favor of ordering a standstill." 

     3.   Qwest claims that the Commission improperly applied the standard for interim relief,
and argues in support of that claim that the Commission failed to consider Qwest's showing that it
would suffer irreparable harm if a standstill were ordered.  In fact, the Commission fully weighed the
interests of all of the parties (including Qwest) as well as the public interest.  In particular, the
Commission found that Qwest "could still market its services to consumers in Ameritech's region at
the rates reflected" in the agreement with Ameritech, and it noted that Qwest had "publicly
announced" that it would continue such marketing after the entry of a similar order in the United
States District Court for the Western District of Washington.  The Commission also pointed out that
Ameritech would be able to resume its marketing of Qwest's services if the agreement is found to be
lawful after an accelerated investigation.  Under the circumstances, the Commission adequately
considered Qwest's claims of injury, which under no applicable standard can be termed "irreparable."

     4.   The Commission considered all the relevant interests in adopting the Standstill Order,
and there is no basis for staying that order pending judicial review.   The Standstill Order is itself an
interim order maintaining the status quo while the Commission resolves serious legal questions
regarding the Ameritech/Qwest agreement.   It would defeat the entire purpose of the Standstill
Order to stay it while the order itself is subjected to review.  

              III.  CONCLUSION AND ORDERING CLAUSE

     5.   For the reasons stated herein, we deny Qwest's motion for stay of the Standstill Order
pending judicial review.

     6.   IT IS ORDERED, pursuant to sections 1, 4(i), 4(j), and 303(r) of the Communications
Act of 1934, as amended, 47 U.S.C.  151, 154(i), 154(j), 303(r), and the authority delegated
pursuant to sections 0.91 and 0.291 of the Commission's rules, 47 C.F.R.  0.91, 0.291, that Qwest
Communications Corporation's Emergency Motion for Stay Pending Review IS DENIED.

                              FEDERAL COMMUNICATIONS COMMISSION



                              Kathryn C. Brown
                                             Chief, Common Carrier Bureau