Click here for Microsoft Word Version
******************************************************** 
                      NOTICE
********************************************************

This document was converted from
WordPerfect or Word to ASCII Text format.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page numbers
will not show up in this text version.

All text attributes such as bold, italic, underlining, etc. from the
original document will not show up in this text version.

Features of the original document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
Word or WordPerfect version or Adobe Acrobat version (above).

*****************************************************************



                           Before the
                Federal Communications Commission
                      Washington, DC  20554



In the Matter of                 )
                                )
AT&T CORP.,                      )
                                )
                                              )
Complainant,                     )
                                )
              v.                )
                                )    File No. E-97-05B
NYNEX CORPORATION, NEW YORK      )
TELEPHONE COMPANY, and NEW       )
ENGLAND TELEPHONE AND TELEGRAPH  )
COMPANY,                         )
                                )
                                                 
Defendant.

                  MEMORANDUM OPINION AND ORDER

     Adopted:  August 15, 2001     Released: August 22, 2001

By the Commission:

                        I.   INTRODUCTION

     1.   In this Memorandum Opinion and Order, we deny a formal 
complaint that AT&T Corp. (``AT&T'') filed against NYNEX 
Corporation, New York Telephone Company, and New England 
Telephone and Telegraph Company (collectively ``NYNEX'')1 
concerning NYNEX's 1-800-54NYNEX calling platform service (the 
``Service'').  We conclude that the specific facts presented do 
not support a finding that the Service violates section 271 of 
the Communications Act of 1934, as amended (``Act'').2  We also 
conclude that the record does not support a finding that the 
Service violates the equal access and nondiscrimination 
requirements set forth in sections 202(a) and 251(g) of the Act.3  

                         II.  BACKGROUND

     2.   In July 1996, NYNEX introduced its 1-800-54NYNEX 
Service.  Customers could use the Service to make local, 
regional, and long distance calls by dialing the toll-free 1-800 
number and then entering the desired telephone number, followed 
by the customer's calling card number and personal identification 
number.4  At the time it began offering its Service, NYNEX had 
not received approval from the Commission under section 271 of 
the Act to provide long-distance service in any state in its 
region.5  Thus, prior to implementing its Service, NYNEX sought 
to partner with a long distance provider to provide the in-
region, long distance component of the Service.6

     3.   In February 1996, NYNEX solicited bids from long 
distance service providers to participate in the new Service.  
From the responses it received, NYNEX chose Sprint to provide the 
long distance component of the Service.7  NYNEX entered into a 
three-year contract with Sprint that NYNEX could terminate only 
in the event of a breach by Sprint.8  After NYNEX implemented its 
Service in July 1996, NYNEX promoted the Service and usually 
clearly described Sprint's role as the long distance service 
provider.9  AT&T's Complaint alleges that NYNEX's partnership 
with Sprint and the resulting provision of the 1-800-54NYNEX 
Service are unlawful.

     4.   We have previously addressed the legality of a 1-800 
calling platform service offered by another BOC, and we are 
guided by that decision.  In the 1-800-AMERITECH Order, we 
determined that the Ameritech Operating Companies' 
(``Ameritech'') calling platform service violated section 271 of 
the Act.10  We relied upon our earlier Qwest Teaming Order to 
reach this conclusion.11  We also note that, subsequently, the 
Enforcement Bureau (``Bureau'') considered the legality of a 
calling platform service offered by U S WEST Communications, Inc. 
(``U S WEST'').12  The Bureau found that the U S WEST service was 
markedly similar to the Ameritech offering and concluded that the 
U S WEST service violated section 271 for the same reasons that 
the Ameritech offering violated section 271.13

                      III.      DISCUSSION

     5.   As set forth below, the record demonstrates that 
NYNEX's Service is materially different than the services at 
issue in the 1-800-AMERITECH Order and the 1-800-4USWEST Order.  
Therefore, we conclude that the record does not support a ruling 
that the Service violates section 271 of the Act.  Further, we 
conclude that AT&T's allegations are insufficient to establish a 
violation of the equal access and nondiscrimination requirements 
embodied in sections 202(a) and 251(g) of the Act.

     III.A.    The 1-800-54NYNEX Service Does Not Violate Section 
          271.

     6.   AT&T's primary contention is that the 1-800-54NYNEX 
Service violates section 271 of the Act, because it amounts to 
the provision of in-region, interLATA service before NYNEX has 
received approval from the Commission to offer such service.  
Section 271(a) states that ``[n]either a Bell operating company, 
nor any affiliate of a Bell operating company, may provide 
interLATA services except as provided in this section.''14  The 
statute permits a BOC to provide interLATA service originating 
within its local service area on a state-by-state basis only upon 
application to and approval from the Commission pursuant to 
section 271(d).15  Section 271 thus ``both gives the BOCs an 
opportunity to enter the long distance market and conditions that 
opportunity on the BOCs' own actions in opening up their local 
markets.''16  Congress intended section 271 to create a strong 
incentive for the BOCs to comply with new obligations in sections 
251 and 252 of the Telecommunications Act of 1996,17 which, in 
turn, were designed to facilitate competition in local markets 
(including interconnection, unbundling, and resale).  The statute 
creates this ``powerful incentive'' by conditioning BOC entry 
into the in-region, long-distance market on compliance with a 
checklist of local market-opening criteria and other 
requirements.18

     7.   The Qwest Teaming Order sets forth the issue that we 
consider in deciding whether an offering violates section 271:  
``whether a BOC's involvement in the long distance market enables 
it to obtain competitive advantages, thereby reducing its 
incentive to cooperate in opening its local market to 
competition.''19  Thus, the ``provision'' of interLATA services, 
within the meaning of section 271(a), ``must encompass activities 
that, if otherwise permitted, would undermine Congress's method 
of promoting both local and long distance competition by 
prohibiting BOCs from full participation pursuant to section 
271's competitive checklist.''20  In order to determine whether a 
BOC's long distance-related activities run afoul of this 
standard, we balance the following three non-exclusive factors:  
``whether the BOC obtains material benefits (other than access 
charges) uniquely associated with the ability to include a long-
distance component in [the challenged offering], whether the BOC 
is effectively holding itself out as a provider of long distance 
service, and whether the BOC is performing activities and 
functions that are typically performed by those who are legally 
or contractually responsible for providing interLATA service to 
the public.''21  In evaluating the challenged BOC actions, we 
consider ``the totality of [the BOC's] involvement, rather than 
focus[ing] on any one particular activity.''22

     8.   Here, the totality of the circumstances does not 
support a finding that NYNEX violated section 271.  We draw this 
conclusion principally by comparing the facts of this case to 
those present in the two other calling platform cases that we and 
the Bureau have recently decided.  In the 1-800-AMERITECH Order 
and the 1-800-4USWEST Order, we and the Bureau, respectively, 
found that Ameritech and U S WEST had engaged in numerous 
activities that, when considered as a whole, amounted to the 
unauthorized provision of long distance service. 

     9.   Specifically, we and the Bureau found that Ameritech 
and U S WEST each:  (1) designed and developed a combined service 
offering for its local service customers that included a long 
distance component; (2) relied on its brand name in marketing the 
combined offering; (3) used bill inserts and other mailings to 
promote the combined offering to its local calling subscriber 
base; (4) maintained control and ownership of the customer 
relationship in connection with the combined service offering; 
(5) exercised exclusive control over the marketing of the 
service; (6) selected the long distance provider that would carry 
in-region, interLATA calls and dictated certain of the terms and 
conditions of the service; and (7) reserved the right to 
substitute its own services in place of the long distance 
provider's service as it obtained authority under section 271 to 
provide long distance service in various states.23 

     10.  In concluding that Ameritech's and U S WEST's calling 
card platform services violated section 271, we focused on the 
business relationships between the BOCs and their long distance 
service provider partners, and the BOCs' marketing and 
promotional programs.  The business relationship considerations 
led us and the Bureau to conclude that two of the Qwest Teaming 
Order factors described above were present:  1) the BOC obtained 
material benefits uniquely associated with including a long 
distance component in a combined package, and 2) the BOC 
performed activities typically performed by a reseller.24  

     11.  In particular, we found in the 1-800-AMERITECH Order 
and the Bureau found in the 1-800-4USWEST Order that the BOCs 
were improperly attempting to obtain a ``jumpstart'' in the long 
distance market by structuring their contracts with their long 
distance provider partners to allow the BOCs to terminate the 
contracts almost immediately after receiving approval under 
section 271 to offer their own long distance service.25  This 
made it appear as if the long distance provider was not a true 
partner, but simply a tool the BOC utilized to build an 
entrenched base of customers that it could quickly assume once it 
received section 271 authorization.  Indeed, the requests for 
proposal the BOCs distributed seeking partners for their calling 
platform services highlighted the tenuous role the long distance 
provider partners would play in those cases.26

     12.  Further, the contracts between the BOCs and the long 
distance provider partners in both cases restricted the long 
distance provider's ability to interact with customers, thus 
providing the BOCs with an unfettered opportunity to develop 
goodwill with a base of long distance customers in advance of 
receiving section 271 approval.27  Ameritech prohibited its long 
distance partner from contacting any customers without prior 
authorization from Ameritech.28  Similarly, U S WEST retained 
``ownership'' of the customer relationship and control of 
messages provided to customers in its arrangement with its long 
distance provider partner.29  The BOCs' attempts to prevent their 
long distance partners from developing customer relationships in 
connection with the Service helped ensure that the BOCs would 
have little difficulty transitioning the customers from the 
service provided by the long distance partners to their own long 
distance service once they received section 271 authorization.  

     13.  Moreover, the customer relationship restrictions also 
demonstrated that the BOCs were assuming responsibilities 
typically performed by resellers of long distance service.  
Resellers generally retain the right and obligation to market and 
promote their services and to engage in customer service 
activities.30  Yet Ameritech and U S WEST had no apparent 
difficulty dictating contract terms to their long distance 
provider partners that allowed the BOCs to assume control of 
these functions.31

     14.  The BOCs' marketing and promotional materials 
established the presence of the final Qwest Teaming Order factor 
that we and the Bureau analyzed in the 1-800-AMERITECH and 1-800-
4USWEST cases - whether the BOC holds itself out as a long 
distance service provider.  In those materials, the BOCs made 
affirmative attempts to disguise the role of the long distance 
partner in providing the service.32  In both cases, the long 
distance provider's name was usually buried in fine print and its 
role in providing the long distance portion of the service was 
either not adequately described or was de-emphasized.33  We and 
the Bureau found that the steps taken to brand the offering as 
the BOC's exclusive combined offering could lead consumers to 
believe that the BOC was providing in-region, long distance 
service.34

     15.  The facts of this case are materially different than 
those described in the 1-800-AMERITECH Order and the 1-800-
4USWEST Order.  We have carefully reviewed the business 
relationship between NYNEX and Sprint, as well as NYNEX's 
marketing and promotional materials.  Our review leads us to 
conclude that, based on the totality of the circumstances and 
application of the Qwest Teaming Order factors, the record does 
not support a finding that NYNEX violated section 271 with its 
Service.

     16.  The business relationship between NYNEX and Sprint 
differs fundamentally from the business relationships at issue in 
1-800-AMERITECH and the 1-800-4USWEST cases.  First, NYNEX did 
not structure its agreement with Sprint to allow for early 
termination.  NYNEX's contract with Sprint was for a three year 
term, and NYNEX could not terminate the contract early or on 
short notice except in the case of a breach by Sprint.35  Thus, 
NYNEX's contract with Sprint did not allow NYNEX to obtain an 
improper ``jumpstart'' in the long distance market.36

     17.  Second, NYNEX did not exercise the same degree of 
control over the marketing and customer relationship that we 
found particularly troubling in the 1-800-AMERITECH and 1-800-
4USWEST cases.  In particular, NYNEX did not impose the type of 
restrictions on Sprint that Ameritech and U S WEST imposed on 
their long distance partners.  Sprint was free to engage in 
customer care activities and market its services in connection 
with the card offering, and Sprint had an affirmative role in 
designing the calling card and the advertising program.37  Sprint 
remained free to enhance its relationship with customers using 
the Service and was not forced by NYNEX, as the long distance 
providers partners were in the 1-800-AMERITECH and 1-800-4USWEST 
cases, to accept a secondary and restricted role vis a vis the 
customer base of card-users.38  Because NYNEX did not employ a 
combination of early termination provisions and control over 
customer care and marketing that would allow it to pre-position a 
customer base for its long distance service prior to receiving 
271 authorization, we conclude that the ``material benefit'' 
factor that we found present in the 1-800-AMERITECH and 1-800-
4USWEST cases is not present here.39

     18.  Similarly, NYNEX's consent to share marketing and 
customer care responsibilities with Sprint also demonstrates that 
NYNEX did not function as a reseller would, because it permitted 
Sprint to play a significant role in the marketing of the service 
as well as customer care.  NYNEX apparently could not simply 
dictate restrictive terms to Sprint and thereby assume 
responsibilities that the long distance provider typically would 
perform.  As described above, Sprint retained the ability to 
engage in customer care and marketing activities.  Further, 
Sprint retained control over the pricing of its services in 
connection with the Service,40 a fact that was not true at least 
with respect to the 1-800-AMERITECH service and the Qwest Teaming 
Order arrangements.41  Thus, the concern that existed in the 
Qwest Teaming Order and the 1-800-AMERITECH Order and 1-800-
4USWEST Order that the BOC assumed responsibilities typically 
performed by the long distance provider is not present here.

     19.  Finally, NYNEX's marketing and promotional materials 
establish that NYNEX did not hold itself out as a long distance 
provider by trying to disguise or de-emphasize Sprint's role as 
the provider of long distance service.  Initially, AT&T points to 
only three NYNEX promotional materials that it claims are 
problematic.42  Two of those materials mention in small type that 
``[l]ong distance calling card calls made using 1 800 54NYNEX 
will be carried by Sprint.''43  The third promotional document 
states, in type that is the same size as the rest of the 
advertisement narrative, ``you'll also get Sprint's rates for 
long distance.''44  NYNEX effectively counters AT&T's argument 
that Sprint's role was de-emphasized by pointing to other 
marketing and promotional materials that highlight Sprint's role.  
For example, the letters that accompanied the new cards sent to 
customers plainly stated that ``long distance calls made by 
dialing 1 800 54NYNEX will be provided by Sprint'' and further 
noted, in bold print in the middle of the letter, that ``Sprint 
will take a spectacular 50% off each minute you spend on your 
long distance calls.''45 Other promotional materials similarly 
either highlighted Sprint's role or plainly described Sprint's 
role in the same type-face used for the remaining narrative 
portions of the promotional material.46

     20.  Further, AT&T's contention that NYNEX's advertisements 
for the Service did not adequately reveal Sprint's role in 
providing the long distance component of the Service rings hollow 
in light of AT&T's original criticism that Sprint's role was 
improperly emphasized in NYNEX's advertisements for the Service.  
AT&T complained to NYNEX shortly after NYNEX began promoting the 
Service that NYNEX's advertisements ``explicitly include 
promotion of the Sprint long distance services that are evidently 
associated with the calling card.''47  AT&T's original concern 
that Sprint's role was made too clear by NYNEX undercuts its 
current contention that NYNEX did not adequately explain Sprint's 
role in the Service to potential customers.48  Accordingly, the 
record does not support a finding that NYNEX is ``holding itself 
out'' as a long distance provider in connection with the 
Service.49  

     21.  In sum, we find that NYNEX's Service is materially 
different than the services at issue in the 1-800-AMERITECH and 
1-800-4USWEST cases.  These differences demonstrate that the 
concerns expressed in the Qwest Teaming Order are not present 
here.  Accordingly, we conclude, based on the totality of the 
circumstances, that the record does not support a finding that 
NYNEX's Service violates section 271.  

     III.B.    AT&T Has Not Established That NYNEX Violated 
          Sections 202(a) and 251(g).

     22.       In Count I of its Complaint, AT&T alleges that 
NYNEX's partnership with Sprint and its 1-800-54NYNEX Service 
violate the equal access and nondiscrimination requirements of 
sections 251(g) and 202(a) of the Act.50  

     23.       Section 251(g) imports equal access and 
nondiscrimination obligations on BOCs as they existed the day 
before enactment of the 1996 Act.51  ``Thus, in order to succeed 
on its claim, AT&T must cite either, (a) a pre-1996 Act court 
order, consent decree, or Commission order'' squarely on point 
that prohibits NYNEX from partnering with a long distance service 
provider to provide the Service at issue, ``or (b) a Commission 
order issued after passage of the 1996 Act imposing such an 
obligation.''52  AT&T cites no such precedent, and we are aware 
of none.  Accordingly, we conclude that the record does not 
support a finding that NYNEX's Service violates section 251(g).

     24.       AT&T relies principally on United States v. 
Western Electric Company, Inc. to support its 251(g) claim, but 
this decision does not help AT&T.53  The facts of that case are 
far different than those involved here.  Western Electric 
concerned the discriminatory practice of the BOCs providing 
validation data for calls made using their calling cards only for 
calls carried by AT&T, their former parent prior to divestiture 
under the Modified Final Judgment (``MFJ'').  This practice 
prevented other long distance service providers from accepting 
calls made with the BOC calling cards and thus substantially 
advantaged AT&T over its competitors.54  That case also involved 
misleading marketing and advertising by the BOCs in failing to 
inform customers that they automatically routed all the long 
distance traffic to AT&T, rather than themselves providing the 
long distance service component of the calling card programs.55  
Nothing remotely resembling these practices occurs with NYNEX's 
calling card program.  Although NYNEX selected Sprint, rather 
than AT&T, to handle the long distance component of the Service, 
that decision alone does not constitute the type of behavior that 
the MFJ court sought to constrain.  Rather, Western Electric 
makes clear that the BOCs could not use their monopoly market 
positions to thwart the ability of AT&T's competitors to 
participate fully in the long distance market by impeding 
completion of calling card calls.  This case does not present 
that situation (see discussion infra at  26), and, therefore, we 
decline to expand the section 251(g) obligations in the manner 
suggested by AT&T.56

     25.       Section 202(a) of the Act prevents unreasonable 
discrimination in the provision of services.57  AT&T offers no 
independent arguments for why we should find a violation of 
section 202(a) if we do not find a violation of section 251(g) on 
the facts presented.  In fact, AT&T includes both claims in a 
single count in its Complaint, relies on the same set of facts to 
support both claims, and devotes only a single paragraph in its 
briefs to arguments related specifically to section 202(a).58  

     26.       AT&T's limited arguments addressed to section 
202(a) are insufficient to establish a violation of that section.  
AT&T argues principally that NYNEX provided Sprint with a better 
opportunity to participate in the Service than it provided to 
AT&T, and that NYNEX did not provide AT&T an adequate opportunity 
to provide a comparable product after NYNEX and Sprint entered 
into their arrangement.59  NYNEX effectively counters AT&T's 
arguments by pointing out that AT&T had numerous opportunities to 
work with NYNEX to establish their own calling platform service 
but that AT&T elected not to pursue these opportunities.60  
Accordingly, on the basis of the specific record in this case, we 
cannot conclude that NYNEX has engaged in unreasonable 
discrimination in violation of section 202(a).

                         IV.  CONCLUSION

     27.  We conclude that the record in this proceeding does not 
support a finding that NYNEX, through its 1-800-54NYNEX Service, 
has violated either section 202(a), 251(g), or 271 of the Act.  
Accordingly, we deny AT&T's complaint.

                      V.   ORDERING CLAUSES

     28.  Accordingly, IT IS ORDERED, pursuant to sections 1, 
4(i), 4(j), 202(a), 208, 251(g), and 271 of Act, as amended, 47 
U.S.C.  151, 154(i), 154(j), 202(a), 208, 251(g), and 271, that 
the Formal Complaint filed by AT&T Corporation IS DENIED.  

     29.  IT IS FURTHER ORDERED, pursuant to sections 4(i), 4(j), 
and 208 of the Act, as amended, 47 U.S.C.  154(i), 154(j), and 
208, and sections 1.720 through 1.736 of the Commission's rules, 
47 C.F.R.  1.720-1.736, that AT&T's Motion to Strike, dated 
February 8, 1999, IS DENIED.


                              FEDERAL COMMUNICATIONS COMMISSION



                              Magalie Roman Salas
                              Secretary 
_________________________

1    After AT&T  filed this  complaint, Bell  Atlantic  acquired 
NYNEX,  which   later   merged   with  GTE   to   form   Verizon 
Communications, Inc.  Notwithstanding  these corporate  changes, 
for purposes  of  clarity this  Order  refers to  the  defendant 
companies collectively as ``NYNEX.''  NYNEX replaced its  1-800-
54NYNEX calling card with a new card after its merger with  Bell 
Atlantic.  AT&T has  not challenged the  lawfulness of that  new 
card in this proceeding and,  accordingly, our order is  limited 
to the  lawfulness of  the 1-800-54NYNEX  offering.  See  AT&T's 
Brief Concerning the Effect of  the Qwest Order, File No.  E-97-
05B (Jan. 29, 1999) at 2, n.4.

2    47 U.S.C.   271(a)  (``Neither  a Bell  operating  company 
[BOC], nor  any  affiliate  of a  Bell  operating  company,  may 
provide  interLATA   services  except   as  provided   in   this 
section.'').   InterLATA   service  ``means   telecommunications 
between a point located in a local access transport area  [LATA] 
and a point located outside  such area.''  47 U.S.C.   153(21).  
LATAs are contiguous geographic areas established by a BOC  such 
that no  exchange  area includes  points  within more  than  one 
metropolitan statistical area or state.  47 U.S.C.  153(25). 

3    47 U.S.C.  202(a) and 251(g).

4    NYNEX Brief,  File No.  E-97-05B (Apr.  21, 1997)  (``NYNEX 
Brief'') at 2. 

5    AT&T's Opening Brief, File No. E-97-05B (Apr. 21, 1997) 
(``AT&T Brief'') at 2.  After NYNEX's merger into Bell Atlantic, 
the merged company in late 1999 received authorization to provide 
interLATA services in New York.  See Application by Bell Atlantic 
New York for Authorization Under Section 271 of the 
Communications Act to Provide In-Region, InterLATA Service in the 
State of New York, Memorandum Opinion and Order, 15 FCC Rcd 3953 
(1999), aff'd sub nom., AT&T Corp. v. FCC, 220 F.3d 607 (D.C. 
Cir. 2000).  We also recently authorized Verizon to provide 
interLATA services in Massachusetts.  Application of Verizon New 
England Inc., Bell Atlantic Communications, Inc. (d/b/a Verizon 
Long Distance), NYNEX Long Distance Company (d/b/a Verizon 
Enterprise Solutions) and Verizon Global Networks Inc., for 
Authorization to Provide In-Region, InterLATA Services in 
Massachusetts, Memorandum Opinion and Order, CC Docket No. 01-9, 
FCC 01-130  (Apr. 16, 2001).

6    As explained infra at paragraph 6, NYNEX is prohibited from 
providing long distance service until it receives  authorization 
to do so by the Commission pursuant to section 271 of the Act.

7    NYNEX Brief at 2-3.

8    Defendants' Initial Brief, File No. E-97-05B (Dec. 8, 2000) 
(``Defendants'  Initial  Brief'')  at  6;  Defendants'  Response 
Brief, File No. E-97-05B (Dec. 20, 2000) (``Defendants' Response 
Brief'') at 2.

9    See supra at  19-20.

10   See MCI Telecommunications Corp. v. Illinois Bell Tel. Co., 
et al., Memorandum Opinion  and Order, 15  FCC Rcd 23184  (2000) 
(``1-800-AMERITECH Order'').

11   See AT&T Corp. v. U S  WEST Corp., 13 FCC Rcd 21438  (1998) 
(``Qwest  Teaming   Order''),  aff'd   sub   nom.,  U   S   WEST 
Communications, Inc. v.  FCC, 177  F.3d 1057  (D.C. Cir.  1999), 
cert. denied, 528 U.S. 1188 (2000).  In the Qwest Teaming Order, 
we found that a self-described ``teaming'' arrangement between U 
S WEST and  Qwest, and a  similar arrangement between  Ameritech 
and Qwest, violated section  271.  Each BOC separately  combined 
Qwest's long distance  service with its  own local services  and 
offered the resulting package separately to its customers  under 
the BOC's brand, with the BOC's customer support.

12   AT&T Corp. v. U S WEST Communications, Inc., File No. E-97-
28, and MCI Telecommunications, Inc. v. U S WEST Communications, 
Inc., File No. E-97-40A, Memorandum Opinion and Order, DA 01-418 
(Enf. Bur. Feb. 16, 2001) (``1-800-4USWEST Order'').

13   Id. at  12.

14   47 U.S.C.  271(a). 

15   47 U.S.C.  271(d).

16   U S WEST Communications, 177 F.3d at 1060.

17   See 47 U.S.C.  251,  252.  The Telecommunications Act  of 
1996, Pub. L. No. 104-104, 110  Stat. 56, codified at 47  U.S.C. 
 151 et seq., amended the Communications Act of 1934.

18   U S  WEST Communications,  177 F.3d  at 1060;  47 U.S.C.   
271(c).  See also AT&T Corp., 220 F.3d at 612 (conditional  long 
distance entry  pursuant  to  section  271  is  designed  ``[t]o 
encourage BOCs to open their  markets to competition as  quickly 
as  possible'').   Our  decision  in  the  Qwest  Teaming  Order 
contains a  more  extensive explanation  of  the  market-opening 
incentives behind section 271. 13 FCC Rcd at 21441-47,  3-7.

19   Qwest Teaming Order, 13 FCC Rcd at 21465,  37. 

20   Id. at 21462,  30.

21   Id. at 21465-66,  37.

22   Id.

23   1-800-AMERITECH Order, 15  FCC Rcd  at 23185,   2;  1-800-
4USWEST Order at  3.

24   1-800-AMERITECH Order, 15 FCC Rcd at 23190-92 and 23195-96, 
 12-16 and 23-25; 1-800-4USWEST Order at  13-19 and 27-29.

25   See 1-800-AMERITECH Order,  15 FCC  Rcd at  23190-91,   13 
(Ameritech could terminate on seventy-five days' notice for  any 
reason); 1-800-4USWEST Order at   16 (U S WEST could  terminate 
on thirty days' notice ``for its convenience'').

26   See 1-800-AMERITECH Order,  15 FCC Rcd  at 23190-91,   13, 
n.41; 1-800-4USWEST Order at  16, n.43.

27   1-800-AMERITECH Order, 15  FCC Rcd at  23191,  14;  1-800-
4USWEST Order at  17.

28   1-800-AMERITECH Order, 15 FCC Rcd at 23191,  14.

29   1-800-4USWEST Order at  17.

30   See, e.g., Qwest Teaming Order, 13 FCC Rcd at 21473,  48.

31   In addition, Ameritech was able  to dictate the prices  the 
long distance provider partner would charge for its services,  a 
clear usurpation of the reseller's role.  1-800-AMERITECH Order, 
15 FCC Rcd at 23196,  25; see also Qwest Teaming Order, 13  FCC 
Rcd at 21472,  47 (BOCs exercised strong prospective  influence 
over prices of the long  distance services provided by the  long 
distance provider partners).

32   See 1-800-AMERITECH Order, 15 FCC  Rcd at 23192-94,   18-
22; 1-800-4USWEST Order at  21-26.

33   See 1-800-AMERITECH Order, 15 FCC  Rcd at 23194,   21-22; 
1-800-4USWEST Order at  25.

34   1-800-AMERITECH Order, 15  FCC Rcd at  23194,  22;  1-800-
4USWEST Order at  26.

35   Defendants' Initial Brief at 6; Defendants' Response  Brief 
at 2.

36   Although AT&T points  out that NYNEX's  customers may  have 
appreciated the ``one-stop shopping'' advantages provided by the 
Service, that alone does not  make the Service unlawful.   NYNEX 
did not affirmatively structure its contract with Sprint or  its 
promotional program to  allow it to  capitalize unfairly on  the 
benefits its Service provides to consumers.  

37   Defendants' Initial  Brief  at  4-5;  Defendants'  Response 
Brief at 5-6.  

38   Sprint's ability to market and promote its services and  to 
engage in customer care activities also distinguishes this  case 
from the Qwest  Teaming Order,  in which the  BOCs retained  the 
exclusive right to  market and  sell the services  at issue  and 
restricted customer care activities  the long distance  provider 
partners could perform.  13 FCC  Rcd at 21451, 21470 and  21473, 
 13, 45 and 48.  AT&T argues that NYNEX similarly prevented or 
restricted Sprint from contacting  customers in connection  with 
the Service.  AT&T Corp.'s  Opening Brief Concerning the  Effect 
of the AMERITECH Card Order, File No. E-97-05B (Dec. 8, 2000) at 
8.  As NYNEX points out, this argument is belied by the terms of 
its contract with Sprint, which contained no such  restrictions.  
Defendants' Initial Brief at 4-5; Defendants' Response Brief  at 
5-6.  Further, the contract expressly required Sprint to provide 
``operator services'' in connection with the Service.  See NYNEX 
Responses to Interrogatories, File  No. E-97-05 (Dec. 23,  1996) 
at 1-2.

39   In addition  to  the absence  of  evidence of  an  improper 
``jumpstart'' benefit in this case, cf. U S WEST Communications, 
177 F.3d at  1060, the record  also does not  appear to  contain 
evidence of certain financial benefits that the Commission found 
to be troubling in connection with at least one of the  programs 
at issue in the Qwest Teaming Order.  There, the evidence showed 
that Ameritech intended to use the disputed program to  increase 
its sales  of  certain local  services,  such as  Call  Waiting, 
Caller ID and Automatic Redial,  that had higher profit  margins 
than basic local service.   Qwest Teaming Order,  13 FCC Rcd  at 
21468,  43.   AT&T has not  cited evidence of  such a  targeted 
financial benefit here.  This is  not to suggest that the  facts 
described herein and in paragraphs 17 and 18 above are the  only 
facts that  could  establish  the existence  of  the  ``material 
benefit'' factor discussed in the Qwest Teaming Order.  We  will 
continue to  evaluate  all the  facts  presented in  any  future 
``partnering'' or ``teaming'' cases  to determine, based on  the 
totality of the circumstances presented, whether the BOC obtains 
an improper ``material  benefit'' from  including long  distance 
service in a package of services.  

40   Defendants' Initial Brief at  6.

41   1-800-AMERITECH Order, 15  FCC Rcd  at 23196,   25;  Qwest 
Teaming Order, 13  FCC Rcd  at 21472,   47 (expressing  concern 
that the BOCs exercised ``strong prospective influence over  the 
prices, terms  and conditions  of the  long distance  services'' 
provided under  the  BOCs' programs).   See  also  1-800-4USWEST 
Order at  29 (discussing U S WEST's apparent ability to dictate 
certain terms to its long distance provider partner). 

42   AT&T also contends that the  NYNEX brand name was the  only 
name operators  referenced in  processing  calls made  with  the 
Service.  AT&T Corp.'s Reply Brief Concerning the Effect of  the 
AMERITECH Card Order, File  No. E-97-05B (Dec.  20, 2000) at  7.  
However, the  call flow  description contained  in the  contract 
between NYNEX and Sprint does not support this contention.  AT&T 
Brief at Ex. G.  

43   AT&T Brief at Ex. H and I.  Similar language appears on the 
back of the 1-800-54NYNEX calling card.

44   Id. at Ex. J.

45   NYNEX Opposition  to Motion  to Compel,  File No.  E-97-05B 
(Jan. 23, 1997) at attachments.  In addition to  differentiating 
this  case  from  1-800-AMERITECH  and  1-800-4USWEST,   NYNEX's 
willingness to  make clear  Sprint's role  in the  Service  also 
distinguishes this case  from the Qwest  Teaming Order.  13  FCC 
Rcd  at 21450-51,  21453  and  21470,    11,  13,  16  and  45 
(indicating that  Qwest's role  in providing  the long  distance 
component of the BOCs' services was not clear).

46   Id.;  see  also  Defendants'   Response  Brief  at  7   and 
attachments B and C.  We also note that the bills NYNEX sent  to 
customers listed Sprint as the carrier for long distance  calls.  
See Defendants' Response Brief at 2. Although AT&T contends that 
we should not  consider this evidence,  because it is  allegedly 
inconsistent with prior  NYNEX discovery responses,  we are  not 
persuaded that any inconsistency exists.  AT&T Motion to Strike, 
File No. E-97-05B (Feb. 8, 1999).  More importantly, though,  we 
fail to see how AT&T is prejudiced by our consideration of  this 
indisputably relevant  evidence.   Accordingly, we  deny  AT&T's 
motion to strike.

47   NYNEX Answer, File  No. E-97-05  (Dec. 16, 1996)  at Ex.  5 
(letter  from  AT&T  to  NYNEX  complaining  about  the   recent 
introduction of the NYNEX Service) (emphasis added).

48   AT&T's original concerns  regarding NYNEX's advertising  of 
the Service  appeared  to  involve whether  NYNEX  had  violated 
section 251(g) of the Act.   This contention is addressed  supra 
at  23.

49   We acknowledge the  fact that  NYNEX used  a vanity  number 
with  the   NYNEX  name   in   connection  with   its   Service.  
Nevertheless,  based  on  our  review  of  the  advertising  and 
promotional materials  as  a whole,  we  find it  unlikely  that 
customers would be misled into believing that NYNEX provided the 
long distance component of the Service.

50   AT&T Complaint, File  No. E-97-05 (Oct.  29, 1996)  (``AT&T 
Complaint'') at 11; AT&T Supplement to Complaint, File No. E-97-
05B (Jan. 10, 1997) (``AT&T Supplemental Complaint'') at 2.

51   AT&T Corp.  v.  New  York  Telephone  Company,  d/b/a  Bell 
Atlantic - New  York, 15  FCC Rcd 19997,  20001 at   13  (2000) 
(rejecting AT&T's challenge  based on section  251(g) to a  Bell 
Atlantic's in-bound  marketing  practices for  second  telephone 
lines in New  York post-section 271  approval).  Section  251(g) 
provides,  in  pertinent  part,  ``On  and  after  the  date  of 
enactment of the [1996 Act], each local exchange carrier, to the 
extent  that  it  provides  wireline  services,  shall   provide 
exchange access, information access,  and exchange services  for 
such access to interexchange carriers ... in accordance with the 
same  equal   access  and   non-discriminatory   interconnection 
restrictions and obligations ... that  apply to such carrier  on 
the date  immediately preceding  the date  of enactment  of  the 
[1996 Act] under any court order, consent decree, or regulation, 
order or policy of the  Commission, until such restrictions  and 
obligations are explicitly superseded by regulations  prescribed 
by the Commission after such  date of enactment.''  47 U.S.C.   
251(g).

52   AT&T Corp., 15 FCC Rcd at  20000,  9.  Cf., Qwest  Teaming 
Order, 13  FCC Rcd  at 21476-77  (declining to  reach a  section 
251(g)  claim  and  discussing,  in  dicta,  general  principles 
underlying section 251(g)).  Moreover, to the extent that claims 
might  lie  under  section  251(g)   for  denial  of  an   equal 
opportunity to participate in  a service (an  issue we need  not 
decide here), on the facts  presented, we reject any such  claim 
for the reasons provided in our discussion of section 202(a)  in 
paragraph 26 below.  

53   United States  v. Western  Electric Company,  Inc., 698  F. 
Supp. 348 (D.D.C. 1988).  

54   Id. at 354.

55   Id. at 356. 

56   AT&T also relies  on the Shared  Tenant Services  decision, 
but that  reliance is  similarly  misplaced.  United  States  v. 
Western Electric Company, Inc., 627 F. Supp. 1090 (D.D.C.  1986) 
(``Shared  Tenant  Services'').   The  Shared  Tenant   Services 
decision involved attempts by BOCs to buy interexchange services 
from  interexchange  carriers  and  resell  those  services   in 
combined packages to  groups of  customers, such  as tenants  in 
apartment buildings.   Thus, the  BOCs were  actually  providing 
interexchange  services  in  that   case,  rather  than   merely 
marketing a  program  that included  an  interexchange  services 
component provided by an identified interexchange carrier.   Id. 
at 1100.  Accordingly,  the Shared Tenant  Services decision  is 
not on point and  does not dictate that  we find a violation  of 
section 251(g) here.

57   47 U.S.C.  202(a).

58   AT&T Complaint  at 11;  AT&T Supplemental  Complaint at  2; 
AT&T Brief at 19-20  (in which AT&T  asserts, with virtually  no 
supporting analysis, that ``[f]or  these same reasons, NYNEX  is 
violating section 202(a) . . .'').

59   AT&T Brief at 3-9.

60   NYNEX Brief at 2-7.