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                           Before the
                Federal Communications Commission
                      Washington, DC 20554

                                   )
In the Matter of                        )         File Nos. EB-
01-IH-0339
                                   )                   EB-01-IH-
0453
                                   )         NAL/Acct. 
No.200132080059
                                   )         FRN Nos.  0004-3051-
               24
SBC Communications, Inc.                )                   0004-
3335-71
                                   )                   0005-1937-
01


                             ORDER 

          Adopted: May 22, 2002              Released: May 28, 
2002

By the Commission:

     1.   The Commission has been conducting two investigations 
into potential violations by SBC Communications, Inc. (``SBC'') 
of sections 251 and 271 of the Communications Act of 1934, as 
amended (``the Act''),1 sections 1.17 and 1.65 of the 
Commission's Rules,2 and the requirements of the SBC/SNET Consent 
Decree.3  These investigations focused on competitors' access to 
SBC's operations support systems (``OSS'') and information SBC 
provided to the Commission as part of its section 271 
applications.4  The Commission and SBC have negotiated the terms 
of a Consent Decree that will terminate these investigations.  A 
copy of the Consent Decree is attached hereto and is incorporated 
by reference.

     2.   Based on the record before us, and in the absence of 
material new evidence relating to this matter, we conclude that 
there are no substantial and material questions of fact as to 
whether SBC possesses the basic qualifications, including its 
character qualifications, to hold or obtain any FCC licenses or 
authorizations.

     3.   We have reviewed the terms of the Consent Decree and 
evaluated the facts before us.  We believe that the public 
interest would be served by approving the Consent Decree.

     4.   Accordingly, IT IS ORDERED, pursuant to sections 4(i), 
4(j), and 503(b) of the Communications Act of 1934, as amended, 
47 U.S.C.  154(i), 154(j), and 503(b), that the Consent Decree, 
incorporated by reference in and attached to this order, is 
hereby ADOPTED. 

     5.   IT IS FURTHER ORDERED that the Secretary SHALL SIGN the 
Consent Decree on behalf of the Commission.

     6.   IT IS FURTHER ORDERED that the above captioned 
investigations ARE TERMINATED.


                         FEDERAL COMMUNICATIONS COMMISSION



                         Marlene H. Dortch
                         Secretary

                           Before the
                Federal Communications Commission
                      Washington, DC 20554

                                   )
In the Matter of                        )         File No.  EB-
01-IH-0339
                                   )                   EB-01-IH-
0453
                                   )         NAL/Acct. 
No.200132080059
                                   )         FRN Nos.  0004-3051-
               24
SBC Communications Inc.                 )                   0004-
3335-71
                                   )                   0005-1937-
               01

                         CONSENT DECREE

I.   INTRODUCTION

     1.   The    Federal    Communications    Commission     (the 
``Commission'' or the ``FCC'') and SBC Telecommunications, Inc.,5 
(``SBC'' or  the  ``Company'')  hereby enter  into  this  Consent 
Decree for the purpose of  terminating two investigations by  the 
Commission into whether  SBC may have  violated sections 251  and 
271 of the Communications Act of 1934, as amended (``the Act''),6 
sections 1.17 and 1.65 of the Commission's Rules,7 and the  terms 
of the June  1999 SBC/SNET Consent  Decree.8  The  investigations 
focused on the circumstances surrounding SBC's submission to  the 
Commission of  inaccurate  factual  information  in  section  271 
application affidavits.  Specifically, these affidavits contained 
inaccurate information related to competing carriers' allegations 
concerning  purported   problems   obtaining   access   to   loop 
qualification information in  Texas, Kansas, Oklahoma,  Arkansas, 
and Missouri,  and electronic  access to  SBC's Loop  Maintenance 
Operations System (``LMOS'').9    

II.  BACKGROUND

     2.   Section 271(d)(1) of the Act requires a Bell  Operating 
Company (``BOC'') to file an  application with the Commission  in 
order to  receive authorization  to provide  in-region  interLATA 
service.10  Applicants  must  comply  with  the  requirements  of 
section 271 prior to receiving such approval.  Thus, inter  alia, 
an applicant must  provide requesting carriers  nondiscriminatory 
access to its operations support systems (``OSS'')11 in order  to 
comply with  section  271(c)(2)(B)(ii)  of  the  Act  and  obtain 
section 271  authorization.12  Once  the applicant  has  received 
section 271 authority, it must continue to meet the conditions of 
Commission authorization,  including providing  nondiscriminatory 
access to  its  OSS.13   In  this  context,  the  Commission,  in 
addition to its general enforcement authority,14 has authority to 
suspend or  revoke  its approval  of  a section  271  application 
should the  BOC at  any time  cease to  meet a  condition of  the 
approval.15

     3.   Applicants  seeking  authority  to  provide   in-region 
interLATA service submit affidavits and other evidence as part of 
their applications to demonstrate that they meet the requirements 
of section 271.   Section 1.17 of  the Commission's Rules  states 
that no  applicant shall  make any  misrepresentation or  willful 
material  omission   in   any  application   submitted   to   the 
Commission.16 Section  1.65 of  the Commission's  Rules  requires 
applicants to  furnish  ``additional or  corrected  information'' 
whenever information  furnished in  a pending  application is  no 
longer substantially  accurate and  complete in  all  significant 
respects or when there  has been a substantial  change as to  any 
other  matter  that  may  be  of  decisional  significance  in  a 
Commission proceeding involving  that application.17   Applicants 
that  violate  these  rules  are  subject  to  the   Commission's 
enforcement authority.18

     4.   Pursuant  to  these   rules,  the  Enforcement   Bureau 
conducted  two  investigations  in   relation  to  SBC's   Texas, 
Kansas/Oklahoma and Missouri section 271 applications.  The first 
investigation   arose   from   SBC's   representations   in   the 
Kansas/Oklahoma proceeding concerning competing carriers' ability 
to access loop qualification  information from SBC, which  raised 
questions about potential violations of  sections 251 and 271  of 
the Act.  It  also involved  the  timeliness of  disclosures  the 
company made  to the  Commission subsequent  to the  Commission's 
approval of the section 271 application, SBC's implementation  of 
and compliance with  the 1999  SBC/SNET Consent  Decree, and  the 
veracity of an affidavit by an SBC employee that SBC submitted in 
connection with the  investigation.19  Following the  Enforcement 
Bureau's investigation of these  issues, the Commission issued  a 
Notice of Apparent Liability  and Order on  October 16, 2001,  in 
which the Commission proposed a  forfeiture of $2.52 million  for 
SBC's apparent  violation  of  sections  1.17  and  1.65  of  the 
Commission's Rules and of the  training requirements of the  1999 
SBC/SNET Consent Decree.20  Additionally, the Commission required 
SBC to report to the Commission, through an independent audit, on 
the success of its efforts to ensure compliance with section 1.65 
of the Commission's Rules and  the terms of the SBC/SNET  Consent 
Decree.  SBC submitted its  response to the  NAL on November  21, 
2001.21

     5.   The Enforcement  Bureau's  second  investigation  arose 
from a competing carrier's complaint about difficulties obtaining 
electronic access to SBC's LMOS system.22 This investigation,  as 
did the first, concerned SBC's  compliance with sections 251  and 
271 of  the Act,  the  veracity of  affidavits SBC  submitted  in 
connection with  section  271  applications,  the  timeliness  of 
disclosures the  company made  in  relation to  the  Commission's 
approval  of  those  applications,  and  questions  about   SBC's 
implementation  of  and  compliance  with  the  SBC/SNET  Consent 
Decree.23

III.                               DEFINITIONS

     6.   For purposes of  this Consent Decree  and the  attached 
Compliance Plan, the following definitions shall apply.

     (a)            ``FCC''  or  the  ``Commission''  means   the 
        Federal Communications Commission and all of its  bureaus 
        and offices.

     (b)  ``SBC'' or the ``Company'' means SBC Communications 
        Inc. and its wholly owned subsidiaries, including, but 
        not limited to the following:  Southwestern Bell 
        Telephone, L.P., Pacific Bell, Nevada Bell, Illinois 
        Bell, Indiana Bell, Michigan Bell, Ohio Bell, Wisconsin 
        Bell, SNET, Southwestern Bell Communications Services, 
        Inc., SBC Advanced Solutions, Inc. (ASI), Ameritech 
        Advanced Data Services (AADS), SBC-MSI and SBC long 
        distance subsidiaries.  It will not apply to Cingular, 
        or any other company that is not wholly owned and 
        controlled by SBC, including SBC's foreign affiliates.

     (c)  ``In-region state'' is defined at 47 U.S.C.  
        271(i)(1), and for SBC includes Texas, Kansas, Oklahoma, 
        Missouri, Arkansas, Illinois, Indiana, Michigan, Ohio, 
        Wisconsin, Nevada, and California.

     (d)  ``Parties'' means SBC and the FCC.

     (e)  ``SBC FCC Representatives'' means SBC employees 
        authorized by SBC to represent SBC in ``Contacts with 
        the Commission,'' as that term is defined in 
        subparagraph (h) of this paragraph.  SBC will provide 
        the Chief of the Enforcement Bureau a list of SBC 
        employees so authorized within 10 calendar days after 
        the Commission Order adopting this Consent Decree 
        becomes final, and will provide the Chief of the 
        Enforcement Bureau an updated list on a monthly basis.  
        This updated list will identify any SBC employees who 
        have been added or removed from the previously submitted 
        list.  This list will include:  (1) the Chairman and CEO 
        of SBC and the SBC Officers who report directly to the 
        Chairman and CEO; (2) staff assigned to the Federal 
        Regulatory Group located in Washington, D.C. and the SBC 
        Officer to whom this Group reports; (3) attorneys 
        assigned to the FCC Legal Group located in Washington, 
        D.C. and the SBC Legal Officer to whom this Group 
        reports; (4) attorneys assigned to the SBC 271 Legal 
        Team and the SBC Legal Officer to whom this Team 
        reports; (5) all other SBC employees who have been 
        authorized to make ``contacts'' with the FCC by one of 
        the SBC FCC Representatives listed above; and (6) SBC 
        employees who sign and submit sworn affidavits or 
        statements on behalf of SBC to the FCC after the 
        effective date of this Consent Decree.

     (f)  ``SBC Compliance Guidelines'' means the Compliance 
        Primer used by SBC to provide training to SBC FCC 
        Representatives on the requirements of the SBC/SNET 
        Consent Decree, this Consent Decree, sections 1.17 and 
        1.65 of the Commission's Rules, and any other FCC rule 
        pertaining to contacts with and representations to the 
        FCC.

     (g)  ``Compliance Training'' means training SBC provides to 
        SBC FCC Representatives on the requirements of the 
        SBC/SNET Consent Decree, this Consent Decree, sections 
        1.17 and 1.65 of the Commission's Rules, and any other 
        FCC rules pertaining to contacts with and 
        representations to the FCC.

     (h)  ``Contacts with the Commission'' is defined as an in-
        person meeting with an FCC Commissioner or FCC staff, or 
        participation in a telephone or conference call with an 
        FCC Commissioner or FCC staff that has been scheduled, 
        initiated, coordinated or authorized by an SBC FCC 
        Representative for purposes of discussing substantive 
        matters concerning a pending matter relating to SBC, or 
        the submission of a written statement, including an 
        affidavit or sworn statement, to an FCC Commissioner, 
        FCC staff, or the FCC.

     (i)  ``Order'' or ``Adopting Order'' means an order of the 
        FCC adopting this Consent Decree without change, 
        addition, or modification.

     (j)  ``Final Order'' means an order that is no longer 
        subject to administrative or judicial reconsideration, 
        review, appeal, or stay.

     (k)  ``OSS'' or ``operations support systems'' means systems 
        used by SBC to perform the functions of pre-ordering, 
        ordering, provisioning, maintenance and repair, and 
        billing as defined in the Implementation of the Local 
        Competition Provisions of the Telecommunications Act of 
        1996, Third Report and Order, CC Docket No. 96-98, 15 
        FCC Rcd 3696 (1999). 

     (l)  ``SBC/SNET Consent Decree'' refers to the agreement 
        between the Commission and SBC, including the Compliance 
        Plan requirements contained therein, resolving the 
        informal investigation by the Commission into potential 
        violations by SBC of sections 271 and 272 of the 
        Communications Act and section 1.65 of the Commission's 
        rules, and potentially inaccurate statements made by SBC 
        employees, all in relation to SBC's application for 
        transfer of various authorizations from Southern New 
        England Telephone Company to SBC.24

     (m)  ``Investigations'' or ``investigation'' means, 
        collectively or singularly, the investigations commenced 
        by letters of inquiry the Enforcement Bureau issued to 
        SBC on May 4, 2001 concerning loop qualification and/or 
        on July 26, 2001 concerning LMOS, and information 
        learned from interviews, documents, informal complaints, 
        ex partes, or other information received by the 
        Commission related to the issues addressed therein 
        (excluding information received in, or in connection 
        with, any formal complaint proceeding) prior to the date 
        of the Adoption Order.

     (n)  ``Effective Date'' means the date on which the 
        Commission adopts the Adopting Order.

IV.  AGREEMENT

     7.   SBC and the Commission  agree that this Consent  Decree 
does not constitute either an adjudication of the merits, or  any 
factual or legal finding or determination of noncompliance by SBC 
with  the  requirements  of  the   Act,  as  amended,  with   the 
Commission's Rules,  or with  the  requirements of  the  SBC/SNET 
Consent Decree.  The  Parties agree that  this Consent Decree  is 
for settlement purposes only and that by agreeing to this Consent 
Decree, the Company does not admit any noncompliance,  violation, 
or liability associated with or arising from any alleged  actions 
or failures, including any problems or failures described in  the 
letters of inquiry or the NAL, or in any informal complaints,  ex 
partes, or other information the Commission received on or before 
the Effective Date of this Consent Decree. 

     8.   In   express    reliance   on    the   covenants    and 
representations  contained  herein,  the  Commission  agrees   to 
terminate the Investigations and cancel  the NAL, except for  the 
requirements in  paragraphs  64,  89, 97  and  98  regarding  the 
independent audit.25  

     9.     The Parties agree  and acknowledge that this  Consent 
Decree shall constitute  a final settlement  between SBC and  the 
Commission of  the  Investigations.   In  consideration  for  the 
termination of these Investigations in accordance with the  terms 
of this Consent Decree, SBC agrees to the terms, conditions,  and 
procedures  contained  herein   and  in   the  accompanying   and 
incorporated Compliance Plan.   To ensure SBC's future compliance 
with the Act  and our  rules, SBC agrees,  effective thirty  days 
after the  release  of  the  Order,  to  implement  the  specific 
measures contained  in the  attached Compliance  Plan.  SBC  also 
agrees that the  definitions of ``SBC  FCC Representatives''  and 
``Contacts with the Commission'' contained in paragraph 6 of this 
Consent  Decree   shall   apply   to  the   terms   ``SBC's   FCC 
representatives'' and ``FCC Contacts'' in the SBC Compliance Plan 
Regarding FCC  Rules and  Regulations  attached to  the  SBC/SNET 
Consent Decree.

     10.     SBC   has   performed  an   internal   investigation 
concerning an SBC employee's  representations to the  Enforcement 
Bureau related  to  its  loop  qualification  investigation  and, 
because of  the  unique circumstances  of  these  representations 
(including the fact that there were no witnesses to the  specific 
facts upon which the representations in question are based),  SBC 
has no basis upon  which to determine whether  each of the  facts 
contained in those representations are  or are not accurate.  SBC 
confirms that  it  is SBC  corporate  policy that  if,  after  an 
internal investigation  and based  upon  a preponderance  of  the 
evidence,  SBC   concludes  that   one  of   its  employees   has 
intentionally made  any  misrepresentation,  or  engaged  in  any 
willful material omission  in any submission  to the  Commission, 
either  orally  or   in  writing,  SBC   will  take   appropriate 
disciplinary action, up to and including dismissal.

     11.    SBC will make a voluntary contribution to the  United 
States  Treasury   in  the   amount  of   $3.6  million   dollars 
($3,600,000) within 10 calendar  days after the Commission  Order 
adopting this Consent Decree becomes  final.  SBC must make  this 
payment by check, wire transfer or money order drawn to the order 
of the  Federal Communications  Commission, and  the check,  wire 
transfer  or  money  order  should  refer  to  ``NAL  Acct.   No. 
200132080059'' and  ``FRN  Nos. 0004-3051-24,  0004-3335-71,  and 
0005-1937-01.''  If  SBC makes  this payment  by check  or  money 
order, it  must mail  the  check or  money order  to:  Forfeiture 
Collection  Section,  Finance   Branch,  Federal   Communications 
Commission, P.O. Box  73482, Chicago,  Illinois, 60673-7482.   If 
SBC makes  this  payment by  wire  transfer, it  must  wire  such 
payment  in  accordance  with  Commission  procedures  for   wire 
transfers.

     12.     The  Commission  agrees  that,  in  the  absence  of 
material new evidence related to  these matters, it will not  use 
the facts developed  in the  Investigations through  the date  of 
this Consent Decree, or the existence of this Consent Decree,  to 
institute, on  its own  motion, any  new proceedings,  formal  or 
informal, or to take  any actions on its  own motion against  the 
Company concerning  the  matters that  were  the subject  of  the 
Investigations.  The Commission also agrees that, in the  absence 
of material new evidence  related to these  matters, it will  not 
use the  facts  the Bureau  developed  in the  Investigations  to 
institute on its own motion  any proceeding, formal or  informal, 
or take  any  action  against  SBC  with  respect  to  its  basic 
qualifications, including its character  qualifications, to be  a 
Commission licensee.  Consistent with  the foregoing, nothing  in 
this Consent Decree limits the Commission's authority to consider 
and adjudicate  any  complaint  that may  be  filed  pursuant  to 
sections 208 or 271 of the Communications Act, as amended,26  and 
to take any action in response to such complaint.

     13.  The Company 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 adopts  the  Consent Decree  without  change, 
addition, or modification.

     14.  The Company's  decision  to  enter  into  this  Consent 
Decree is expressly contingent upon issuance of an Order that  is 
consistent with this Consent Decree, and which adopts the Consent 
Decree without change, addition, or modification.

     15.  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.

     16.  If the Commission,  or the United  States on behalf  of 
the Commission, brings a judicial action to enforce the terms  of 
the Adopting Order, neither SBC  nor the Commission will  contest 
the validity of  the Consent  Decree or Adopting  Order, and  the 
Company will waive any statutory right to a trial de novo.

     17.  Any violation  of the  Consent Decree  or the  Adopting 
Order will constitute a separate violation of a Commission order, 
entitling the  Commission to  exercise  any rights  and  remedies 
attendant to the enforcement of a Commission order.

     18.  The Parties agree  that the terms  of the  accompanying 
Compliance Plan are  incorporated into this  Consent Decree.  The 
parties further agree that Part II of the accompanying Compliance 
Plan will  remain in  effect only  until SBC  has received  final 
authorization for all  of its  section 271  applications for  its 
twelve in-region  states.   For  the  purposes  of  this  Consent 
Decree, final authorization will mean once a Commission grant  of 
an application is  no longer  subject to  reconsideration by  the 
Commission or to review by any court.  

     19.  The Parties  agree  that  Part I  of  the  accompanying 
Compliance Plan, and the SBC/SNET Consent Decree shall remain  in 
effect until May 1, 2007,  unless the Commission votes to  extend 
either of them.

     20.  This Consent  Decree shall  terminate at  such time  as 
Parts I  and II  of the  accompanying Compliance  Plan have  both 
terminated as set forth in paragraphs 18 and 19, above.

     21.  The Parties also  agree that  if any  provision of  the 
Consent Decree  conflicts  with  any  subsequent  rule  or  order 
adopted by the Commission (except an order specifically  intended 
to revise the terms of this Consent Decree to which SBC does  not 
consent) that  provision will  be superseded  by such  Commission 
rule or order. 

     22.  This Consent Decree may be signed in counterparts.

FEDERAL COMMUNICATIONS COMMISSION



By:  __________________________________
     Marlene H. Dortch
     Secretary

SBC Telecommunications, Inc.



By:  ___________________________________
     Priscilla Hill-Ardoin
     Senior Vice-President-FCC                        COMPLIANCE PLAN27

I.   Contacts with and representations to the FCC.

     I.A.      SBC FCC Representatives:  

          I.A.1.    SBC will train and  provide materials to  its 
          SBC FCC Representatives concerning the requirements  of 
          this Consent Decree, the  SBC/SNET Consent Decree,  and 
          certain Commission rules.  Specifically, SBC will:

               I.A.1)a.  train its  SBC  FCC  Representatives  in 
               SBC's  obligations  regarding  contacts  with  and 
               representations to the FCC under the terms of  the 
               SBC/SNET Consent Decree, this Consent Decree,  and 
               sections 1.17 and 1.65 of the Commission's  Rules; 
               and 

               I.A.1)b.  provide each of its FCC  Representatives 
               with the SBC  Compliance Guidelines setting  forth 
               SBC's  obligations  regarding  contacts  with  and 
               representations to the FCC under the terms of  the 
               SBC/SNET Consent Decree, this Consent Decree,  and 
               sections 1.17 and 1.65 of the Commission's Rules.

          I.A.2.    SBC will provide  the materials and  training 
          described in I.A.1., above:

               I.A.2)a.  to  all  SBC  FCC  Representatives  each 
               year; 

               I.A.2)b.  except in the  case of  an employee  who 
               signs and  submits  a  section  271  affidavit  on 
               behalf of SBC, to each employee SBC designates  as 
               an  SBC  FCC  Representative  by  including   such 
               employee on  SBC's  list  of  authorized  SBC  FCC 
               Representatives  before such employee participates 
               in a contact with the FCC; and 

               I.A.2)c.  to  each  SBC  employee  who  signs  and 
               submits an FCC affidavit on behalf of SBC no later 
               than five business  days after the  date on  which 
               such  employee  is   assigned  responsibility   to 
               prepare his or  her initial  affidavit, or  before 
               the  date  the  employee  signs  such   affidavit, 
               whichever occurs first.

          I.A.3.    SBC will maintain written certification  from 
          each employee in I.A.2. certifying  that he or she  has 
          received the training  and understands the  obligations 
          regarding contacts with and representations to the  FCC 
          under the terms  of the SBC/SNET  Consent Decree,  this 
          Consent Decree,  and  section  1.17  and  1.65  of  the 
          Commission's Rules,  and reviewed  and understands  the 
          SBC Compliance Guidelines.

     I.B.      Contacts with the FCC:   SBC will take  reasonable 
     steps  to  ensure  that  only  an  SBC  FCC   Representative 
     schedules or participates in a Contact with the  Commission.  
     In particular, at  least once  per calendar  year, SBC  will 
     notify its  management  employees (i.e.,  non-bargained  for 
     employees) via e-mail that they may not contact the FCC,  an 
     FCC Commissioner, or  FCC staff for  purposes of  discussing 
     substantive matters concerning a pending matter relating  to 
     SBC, unless they  are authorized  by SBC to  engage in  such 
     contact and have received Compliance Training, as defined in 
     paragraph 6(g) of the Consent Decree.

     I.C.      Disciplinary  Action:   If,   after  an   internal 
     investigation  and  based  upon   a  preponderance  of   the 
     evidence, SBC  concludes  that  one  of  its  employees  has 
     intentionally made any misrepresentation, or engaged in  any 
     willful  material  omission   in  any   submission  to   the 
     Commission, either  orally  or  in writing,  SBC  will  take 
     appropriate  disciplinary  action,   up  to  and   including 
     dismissal.

     I.D.      Compliance Tracking:  SBC will assign a manager in 
     its Federal Regulatory Group the responsibility for tracking 
     SBC's compliance with the foregoing requirements,  including 
     the maintenance of records documenting such compliance.  SBC 
     will make copies of relevant  records available to the  FCC, 
     upon written  request,  within  ten days  of  such  request, 
     unless negotiated otherwise.

II.  Section 271 Applications

     II.A.     Affiant Training:   SBC will  inform each  affiant 
     who files  an  affidavit with  the  FCC in  support  of  any 
     section 271 application of  SBC's obligations under  section 
     1.17 and 1.65 of the  Commission's Rules no later than  five 
     business  days   after   the   affiant   is   assigned   the 
     responsibility to  prepare his  or her  initial section  271 
     affidavit, or  before  the  date  the  employee  signs  such 
     affidavit, whichever occurs first.

     II.B.     Affidavit Verification:   SBC will  require  that, 
     prior to  signing  an  affidavit  that  is  filed  with  the 
     Commission in  support of  a section  271 application,  each 
     affiant verify to a  reasonable certainty, in writing,  that 
     the  factual  assertions  included  in  the  affidavit   are 
     accurate and  complete in  all significant  respects.   Such 
     verification must  be  based  on either  the  affiant's  own 
     personal knowledge, or the personal knowledge of one or more 
     SBC employees  whom  the  affiant  reasonably  believes  are 
     knowledgeable and  reliable.  If  an SBC  employee  verifies 
     factual  information  in   an  affidavit   filed  with   the 
     Commission in support of a section 271 application based  on 
     personal knowledge, then that SBC employee will identify the 
     factual assertions  about  which  he  or  she  has  personal 
     knowledge and verify to a reasonable certainty, in  writing, 
     that the factual assertion is  accurate and complete in  all 
     significant respects. 
 
     II.C.     SBC Employees Verifying Factual Information  Filed 
     with  the  Commission:   SBC  will  provide  all   employees  
     verifying factual information in an affidavit that is  filed 
     with the Commission in support of a section 271  application 
     with  written  instructions   summarizing  that   employee's 
     responsibility  under  sections   1.17  and   1.65  of   the 
     Commission's Rules.   

     II.D.     List  of   Employees  Verifying   Information   in 
     Affidavits:  SBC  will maintain  a list  of those  employees 
     who, after the effective date of this Consent Decree, verify 
     the factual  assertions contained  in an  affidavit, or  any 
     portion thereof, filed with the FCC in support of a  section 
     271 application.  The list shall specify which  affidavit(s) 
     the employee verified and, if an employee verified only part 
     of an  affidavit,  which  paragraphs of  the  affidavit  the 
     employee verified.

     II.E.     Affidavit  Statement:   SBC   will  require   that 
     affidavits signed by an SBC employee that are filed with the 
     FCC in  support  of  a section  271  application  include  a 
     statement that the affiant has:

          II.E.1.   received the  training  SBC is  obligated  to 
          provide to all SBC FCC Representatives; 

          II.E.2.   reviewed and understands  the SBC  Compliance 
          Guidelines;

          II.E.3.   signed  an  acknowledgement  of  his  or  her 
          training  and   review   and   understanding   of   the 
          Guidelines; and 

          II.E.4.   complied with  the  requirements of  the  SBC 
          Compliance Guidelines.

     II.F.     Compliance Tracking:   The Manager  referenced  in 
     Section  I  will  have  responsibility  for  tracking  SBC's 
     compliance  with  the   foregoing  requirements,   including 
     maintaining records documenting such requirements.  SBC will 
     make copies of  the relevant records  available to the  FCC, 
     upon written  request,  within  ten days  of  such  request, 
     unless negotiated otherwise.
 
III.      Independent Audit

     III.A.    An independent auditor shall perform a  compliance 
     attestation of the requirements of this Compliance Plan  for 
     the period June 1, 2002  through May 31, 2003 in  accordance 
     with the standards promulgated by the American Institute  of 
     Certified Public Accountants (``AICPA'').   The  independent 
     auditor  shall  file  its  audit  report  with  the   Chief, 
     Enforcement Bureau no later  than 90 days  after the end  of 
     the audit period.   In particular,  the independent  auditor 
     shall perform  an  examination  engagement  resulting  in  a 
     positive  opinion   (with  all   exceptions  noted).     The 
     following terms and conditions shall apply to the conduct of 
     the audit:

          III.A.1.  The independent  auditor  shall  be  Ernst  & 
          Young,  unless  otherwise   agreed  by   SBC  and   the 
          Enforcement Bureau; 

          III.A.2.  The  independent  auditor  shall  submit  its 
          preliminary audit program to the Enforcement Bureau and 
          SBC for review  and comment before  starting any  work.  
          The final  audit program  shall  be determined  by  the 
          independent auditor based upon AICPA standards,  taking 
          into consideration  the  comments  of  the  Enforcement 
          Bureau and SBC; and 

          III.A.3.  The independent auditor shall make  available 
          to the  Enforcement  Bureau upon  request  its  working 
          papers and supporting documentation for a period of two 
          years after completing the audit.


_________________________

1    47 U.S.C.  251, 271.

2    47 C.F.R.  1.17, 1.65.

3    See SBC Communications, Inc., Order, 14 FCC Rcd 12741 (1999) 
(``SBC/SNET Consent Decree'').

4    See Letter from David H. Solomon, Chief, Enforcement Bureau, 
Federal Communications Commission to Sandra L. Wagner, Vice 
President-Federal Regulatory, SBC Telecommunications, Inc. (May 
4, 2001), and Letter from David H. Solomon, Chief, Enforcement 
Bureau to Sandra L. Wagner, Vice President-Federal Regulatory, 
SBC Telecommunications, Inc. (July 26, 2001).  See also SBC 
Communications, Inc., Notice of Apparent Liability for Forfeiture 
and Order, 16 FCC Rcd 19091 (2001).

5    Although the Commission's decisions granting SBC's section 
271 applications refer to the SBC affiliates that applied for 
section 271 approval as ``SWBT'' (the acronym for the SBC 
affiliate Southwestern Bell Telephone, L.P.), throughout this 
Consent Decree we will refer to SBC and its affiliates as 
``SBC.''
6    47 U.S.C.  251 and 271.
7    47 C.F.R.  1.17 and 1.65.
8    See SBC Communications, Inc., Order, 14 FCC Rcd 12741 (1999) 
( ``SBC/SNET Consent Decree''). The SBC/SNET Consent Decree 
resolved an investigation into potential violations by SBC of 
sections 271 and 272 of the Communications Act and section 1.65 
of the Commission's rules, and potentially inaccurate statements 
made by SBC employees, all in relation to SBC's application for 
transfer of various authorizations from Southern New England 
Telephone Company (``SNET'') to SBC.  The SBC/SNET Consent Decree 
required SBC to train those employees who have regular contact 
with the Commission as part of their assigned duties in 
Commission rules governing contacts with and representations to 
the Commission.
9    See Letter from David H. Solomon, Chief, Enforcement Bureau, 
Federal Communications Commission, to Sandra L. Wagner, Vice 
President-Federal Regulatory, SBC Telecommunications, Inc. (May 
4, 2001) (``Loop Qualification Letter of Inquiry''), and Letter 
from David H. Solomon, Chief, Enforcement Bureau, to Sandra L. 
Wagner, Vice President-Federal Regulatory, SBC 
Telecommunications, Inc. (July 26, 2001) (``LMOS Letter of 
Inquiry'').
10   47 U.S.C.  271(d)(1).  A LATA, or local access transport 
area, defines the contiguous geographic area within which a Bell 
Operating Company may provide service.  See 47 U.S.C.  153(25).
11   OSS includes the variety of systems, databases, and 
personnel used by an incumbent LEC to provide service to its 
customers.  See Joint Application by SBC Communications, Inc., 
Southwestern Bell Tel. Co., and Southwestern Bell Commun. Serv., 
Inc. d/b/a Southwestern Bell Long Distance for Provision of In-
Region, InterLATA Services in Kansas and Oklahoma, CC Docket No. 
00-217, Memorandum Opinion and Order, 16 FCC Rcd 6237, 6284, 
para. 104  (2001), aff'd and remanded in part by Sprint 
Communications Co. L.P. et al. v. FCC, 274 F.3d 549 (D.C. Cir. 
2001).
12   See 47 U.S.C.  271(c)(2)(B)(ii).  See also 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, CC Docket No. 99-295, Memorandum Opinion and 
Order, 15 FCC Rcd 3953, at 3971, para. 44 (1999), aff'd by AT&T 
Corp. v. FCC, 220 F.3d 607 (D.C. Cir. 2000); see also 47 U.S.C.  
271(c)(2)(B)(ii).
13   See  271(d)(6)(A)(iii).  ``[T]he grant of [an] application 
merely closes a chapter.  It does not end the story.''  
Application by SBC Communications, Inc., Southwestern Bell Tel. 
Co., and Southwestern Bell Commun. Serv., Inc. d/b/a Southwestern 
Bell Long Distance Pursuant to Section 271 of the 
Telecommunications Act of 1996 To In-Region, InterLATA Services 
in Texas, CC Docket No. 00-65, Memorandum Opinion and Order, 15 
FCC Rcd 18354, 18359, para. 7 (2000)..
14   See generally, 47 U.S.C.  503(b). 
15   See, e.g., 47 U.S.C.  271(d)(6)(A)(ii).  
16   In relevant part, section 1.17, 47 C.F.R.  1.17, 
states: ``. . .No applicant, permittee or licensee shall in 
any response to Commission correspondence or inquiry or in 
any application, pleading, report or any other written 
statement submitted to the Commission, make any 
misrepresentation or willful material omission bearing on 
any matter within the jurisdiction of the Commission.''
17   In relevant part, section 1.65, 47 C.F.R.  1.65, states:  
     Each applicant is responsible for the continuing accuracy 
     and completeness of information furnished in a pending 
     application or in Commission proceedings involving a pending 
     application. Whenever the information furnished in the 
     pending application is no longer substantially accurate and 
     complete in all significant respects, the applicant shall as 
     promptly as possible and in any event within 30 days, unless 
     good cause is shown, amend or request the amendment of his 
     application so as to furnish such additional or corrected 
     information as may be appropriate. Whenever there has been a 
     substantial change as to any other matter which may be of 
     decisional significance in a Commission proceeding involving 
     the pending application, the applicant shall as promptly as 
     possible and in any event within 30 days, unless good cause 
     is shown, submit a statement furnishing such additional or 
     corrected information as may be appropriate, which shall be 
     served upon parties of record in accordance with  1.47. . . 
     For the purposes of this section, an application is 
     ``pending'' before the Commission from the time it is 
     accepted for filing by the Commission until a Commission 
     grant or denial of the application is no longer subject to 
     reconsideration by the Commission or to review by any court.
18   See, e.g., 47 U.S.C.  503(b).
19   See Loop Qualification Letter of Inquiry.
20   See SBC Communications Inc,, Notice of Apparent Liability 
for Forfeiture and Order, 16 FCC Rcd 19091 (2001) (``NAL'').  The 
Commission premised SBC's apparent section 1.17 violation on 
statements made in an affidavit signed by an SBC employee and 
submitted by SBC with its April 6, 2001 report to the Enforcement 
Bureau.
21   See Response of SBC Communications Inc. to Notice of 
Apparent Liability for Forfeiture and Order, EB-01-IH-0339 (filed 
Nov. 21, 2001).  
22   See Comments of AT&T Corp. in Opposition to SBC 
Communications Inc.'s Section 271 Application for Missouri, CC 
Docket No. 01-88, (filed Apr. 24, 2001) and Letter from Richard 
E. Young, Sidley Austin Brown & Wood to Magalie Roman Salas, 
Secretary, Federal Communications Commission, CC Docket No. 01-
88, at 7 (filed May 24, 2001).
23   See LMOS Letter of Inquiry.
24   See SBC/SNET Consent Decree, 14 FCC Rcd 12741 (1999).
25   See NAL, 16 FCC Rcd at 19114, 19125, 19127-28.
26   47 U.S.C.  208 and 271.
27   This Compliance Plan incorporates Section III: Definitions 
from the Consent Decree.