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                         Consent Decree


                        I.  Introduction

1.   This Consent  Decree  is  entered into  by  the  Enforcement 
Bureau  of  the  Federal  Communications  Commission  ("Bureau"), 
OpTel, Inc. and OpTel (Texas) Telecom, Inc.
      
                         II.  Background

2.   OpTel (Texas) Telecom, Inc. is a wholly-owned subsidiary  of 
OpTel,  Inc.   (``OpTel''),  a   Texas-based   telecommunications 
company.  OpTel  specializes in  providing cable  television  and 
high speed internet access for multi-family housing  communities.  
OpTel  currently  provides  cable  television  in  a  number   of 
metropolitan areas  including Atlanta,  Chicago, Denver,  Dallas-
Fort  Worth,  Houston,  Indianapolis,  Miami,  Fort   Lauderdale, 
Orlando, Phoenix,  San Diego,  San Francisco,  Tampa and  Greater 
Washington,  D.C.  OpTel   currently  provides  Internet   access 
services in Houston, Dallas-Fort Worth, and Denver. In  addition, 
OpTel (Texas) Telecom, Inc. was a regulated provider of local and 
long-distance telephone services,  but finally discontinued  such 
services during August of 2001.   In addition, OpTel and  certain 
of its  affiliates  and  subsidiaries,  including  OpTel  (Texas) 
Telecom, Inc., filed voluntary petitions for protection  pursuant 
to Chapter 11 of the United States Bankruptcy Code.  On  December 
4,  2001,  the  court  presiding  over  their  bankruptcy   cases 
confirmed a plan of reorganization.   OpTel, Inc. and certain  of 
its affiliates and subsidiaries, including OpTel (Texas) Telecom, 
Inc., have effected, or  are in the  process of effecting,  their 
reorganization pursuant to such confirmed plan.

3.   Section 52.15(f)  of the  Commission's rules  requires  U.S. 
carriers receiving numbering  resources from  the North  American 
Numbering Plan Administrator (``NANPA''), a Pooling Administrator 
or another telecommunications carrier, to report semiannually  on 
their actual and  forecast number  usage.  These data  are to  be 
reported on  FCC  Form 502,  the  North American  Numbering  Plan 
Numbering  Resource   Utilization/Forecast   (``NRUF'')   Report. 
Carriers and  their  affiliates  and  subsidiaries  are  assigned 
Operating Company Numbers (``OCNs'') for which NRUF reports  must 
be filed.

4.   Pursuant to section 52.15(f)(6), NRUF reports are due on  or 
before February 1 and  on or before August  1 of each year.1  The 
deadline for filing reports due on August 1, 2000 was extended to 
September 15, 2000.2  The Bureau received information  indicating 
that OpTel (Texas) Telecom, Inc. failed to file the NRUF  reports 
due on September 15, 2000 for  OCN numbers 4743, 4744, 4797,  and 
7758.

5.      The Bureau  initiated an investigation  of OpTel  (Texas) 
Telecom, Inc.'s  apparent failure  to comply  with the  mandatory 
reporting requirements of section 52.15(f).   As a result of  the 
investigation, the Bureau issued  a Notice of Apparent  Liability 
for  Forfeiture  (``NAL'').   In  the  NAL,  the  Bureau  made  a 
preliminary finding that OpTel  (Texas) Telecom, Inc.  apparently 
had willfully violated section 52.15(f) and proposed a forfeiture 
in the amount of $9,000 for this apparent violation.3
                        III.  Definitions

6.   For the  purposes  of  this Consent  Decree,  the  following 
definitions shall apply:

(a)  "Commission" means the Federal Communications Commission.

(b)  "Bureau" means the Commission's Enforcement Bureau.

(c)  "OpTel'' means OpTel, Inc. and its wholly owned  subsidiary, 
     OpTel (Texas) Telecom, Inc. 

     (d)  "Order" means  the  order  of  the  Enforcement  Bureau 
          adopting this Consent Decree.

     (e)  "Final Order" means the Order that is no longer subject 
          to administrative or judicial reconsideration,  review, 
          appeal, or stay.

     (f)  ``Act''  means  the  Communications  Act  of  1934,  as 
          amended, Title 47 of the United States Code.  

     (g)  ``NAL''  means   Notice  of   Apparent  Liability   for 
Forfeiture.
       
                         IV.  Agreement

7.   OpTel agrees  that  the  Bureau has  jurisdiction  over  the 
matters contained in  this Consent  Decree and  the authority  to 
enter into and adopt this Consent Decree.

8.   The Bureau and OpTel agree that this Consent Decree does not 
constitute an adjudication on  the merits or  any finding on  the 
facts  or  law  regarding  any  violations  of  the  Act  or  the 
Commission's rules committed by OpTel.

9.   If in  the  future  OpTel provides  local  or  long-distance 
telephone service or  is otherwise required  by the  Commission's 
rules to report  on its  actual or forecast  number usage,  OpTel 
agrees to implement a  comprehensive internal program, a  summary 
of which is attached hereto, to ensure OpTel's future  compliance 
with the Act and the Commission's rules.
      
10.  OpTel agrees that it shall make a voluntary contribution  to 
the United  States Treasury  in the  amount of  $7,200 within  10 
calendar days after the Bureau  releases the Order adopting  this 
Consent Decree.
      
11.  In  express  reliance  upon  the  representations  contained 
herein, the Bureau agrees to terminate its investigation into the 
matters discussed in paragraphs 3-5, above, and to cancel the NAL 
issued to OpTel in connection with that investigation. 

12.  The Bureau agrees not to institute on its own motion any new 
proceeding, formal or  informal, of  any kind  against OpTel  for 
apparent violations of section 52.15(f) of the Commission's rules 
arising from the matters discussed in paragraphs 3-5, above,  for 
behavior during  the  time  period preceding  the  date  of  this 
consent decree. 

13.  In the event that  OpTel is found by  the Commission or  its 
delegated authority to  have engaged  in a  violation of  section 
52.15(f) subsequent to  the release  of the  Order adopting  this 
Consent Decree,  OpTel  agrees  that  the  conduct  described  in 
paragraphs 3-5, above, may be considered by the Commission or its 
delegated authority in determining an appropriate sanction. 

14.  OpTel waives  any  and  all  rights  it  may  have  to  seek 
administrative or  judicial  reconsideration, review,  appeal  or 
stay, or to otherwise challenge  or contest the validity of  this 
Consent Decree  and  the  Order  adopting  this  Consent  Decree, 
provided the  Order is  limited to  adopting the  Consent  Decree 
without change, addition, or modification.

15.  OpTel and the  Bureau agree that  the effectiveness of  this 
Consent Decree  is  expressly  contingent upon  issuance  of  the 
Order, provided  the  Order  adopts the  Consent  Decree  without 
change, addition, or modification. 

16.  OpTel and  the Bureau  agree  that in  the event  that  this 
Consent Decree  is rendered  invalid by  any court  of  competent 
jurisdiction, it shall become null and  void and may not be  used 
in any manner in any legal proceeding.

17.  OpTel and the Bureau agree that if OpTel, the Commission, or 
the United States on behalf of the Commission, brings a  judicial 
action to enforce the  terms of the  Order adopting this  Consent 
Decree, neither  OpTel  nor  the  Commission  shall  contest  the 
validity of  the  Consent Decree  or  Order, and  OpTel  and  the 
Commission shall waive  any statutory  right to a  trial de  novo 
with respect  to  any  matter  upon  which  the  Order  is  based 
(provided in each case that the Order is limited to adopting  the 
Consent Decree without  change, addition,  or modification),  and 
shall consent  to  a judgment  incorporating  the terms  of  this 
Consent Decree.

18.  OpTel agrees to waive any claims it may otherwise have under 
the Equal Access  to Justice  Act, Title 5  U.S.C.   504 and  47 
C.F.R.  1.1501  et seq.,  relating to the  matters discussed  in 
paragraphs 3-5, above.

19.  OpTel agrees that any violation  of the Order adopting  this 
Consent Decree shall constitute a separate violation and  subject 
OpTel to appropriate administrative sanctions.

20.  OpTel and the  Bureau agree  to be  bound by  the terms  and 
conditions stated herein.
21.  OpTel and the Bureau agree  that this Consent Decree may  be 
signed in counterparts.


ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION 



By: ________________________________              ____________  
     David H. Solomon                        Date
     Chief, Enforcement Bureau


OPTEL, INC.
OPTEL (TEXAS) TELECOM, INC.



By: ________________________________              ____________ 
     David Curtin                            Date
     Vice President                  SUMMARY OF COMPLIANCE PROGRAM
                               OF
                   OPTEL (TEXAS) TELECOM, INC.

     OpTel (Texas) Telecom, Inc. (''OpTel'') will establish the 
OpTel Number Utilization and Forecast Data Reporting Compliance 
Program (the ``Program'') to ensure compliance with 47 C.F.R.  
52.15.  The program will consist of the following: 

1. Oversight by Compliance Coordinator

     a.  The Program will be administered within OpTel's 
     Engineering Department by a designated Compliance 
     Coordinator supported by the Legal Department. 

     b.  The Compliance Coordinator, with the support of the 
     Legal Department, will be available to provide advice and 
     assistance in matters related to compliance with  52.15.

2.  Creation of FCC Reporting and Licensing Record 

     a.  OpTel will create a record of all of its  52.15 
     reporting obligations.

     b.  The Compliance Coordinator will establish and maintain 
     the record and shall regularly review this record to ensure 
     the accuracy of said information and timely data reporting.

3.  Communication of Compliance Program

     a.  Awareness of  52.15 requirements will be fostered by 
     implementing a program for communicating to company 
     individuals and departments that may be involved in the 
     reporting of number utilization and forecast data.

     b. The Compliance Coordinator will ensure that all new 
     employees in appropriate areas are fully knowledgeable of 
     the Program and all  52.15 requirement.

     c.  The Compliance Coordinator will ensure that changes in 
     FCC policy or the law are distributed and explained to 
     appropriate personnel.
                                 
_________________________

1  47 C.F.R.  52.15(f)(6).  
2  The extension for the August 1, 2000 report was implemented by 
the Commission in Number Resource Optimization, CC Docket No. 99-
200, 15 FCC Rcd 17005 (2000).
3  OpTel Texas Telecom, Inc., 16 FCC Rcd 8655 (EB 2001).