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

                                 )    File No. EB-02-IH-0382
In the Matter of                  )
                                 )    Acct. No. 200232080011
                                 )    FRN Number 0004305124            


     Adopted:  March 19, 2003      Released:  March 20, 2003

By the Chief, Enforcement Bureau:

     1.   In  this   Order,  we   adopt  a   Consent  Decree 
terminating  an investigation  into  the  compliance of  SBC 
Communications,  Inc. (``SBC'')  with the  Merger Conditions 
under Applications  of Ameritech Corp., Transferor,  and SBC 
Communications,  Inc., Transferee,  For Consent  to Transfer 
Control  of  Corporations  Holding Commission  Licenses  and 
Lines   Pursuant  to   Sections  214   and  310(d)   of  the 
Communications Act and  Parts 5, 22, 24, 25, 63,  90, 95 and 
101  of  the  Commission's  Rules,  CC  Docket  No,  98-141, 
Memorandum  Opinion  and  Order,  14 FCC  Rcd  14712  (1999) 
(``SBC-Ameritech Merger Order'').  

     2.   The Enforcement Bureau and SBC have negotiated the 
terms of a  Consent Decree that would  terminate the staff's 
investigation.   A copy  of the  Consent Decree  is attached 
hereto and is incorporated by reference.

     3.   We have  reviewed the terms of  the Consent Decree 
and we conclude that the  public interest would be served by 
approving   the   Consent   Decree   and   terminating   the 

     4.   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.     

     5.   Accordingly, IT  IS ORDERED, pursuant  to sections 
4(i), 4(j) and  503(b) of the Communications  Act, 47 U.S.C. 
 154(i), 154(j) and 503(b), and the authority delegated by 
sections  0.111  and 0.311  of  the  Commission's rules,  47 
C.F.R.  0.111, 0.311, that  the attached Consent Decree is 

     6.   SBC shall  make its voluntary contribution  to the 
United  States  Treasury  by  mailing  a  check  or  similar 
instrument, or by wire transfer, payable to the order of the 
Federal  Communications  Commission,  Forfeiture  Collection 
Section, Finance  Branch, P.O. Box 73482,  Chicago, Illinois 

     7.   IT IS  FURTHER ORDERED  that the  Commission staff 
investigation   into   the   matter  described   herein   IS 


                         David H. Solomon
                         Chief, Enforcement Bureau

1 The payment should reference Acct. No. 200232080011and FRN 
Number 0004305124.