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


                                   )
In the Matter of                        )         File No.  EB-
02-IH-0674
                                   )                   
                                        )         Acct.     No.  
200332080012
                                   )
Qwest Communications                    )
International Inc.                      )         FRN No.  
0003605953
                                   )                                

                             ORDER 

Adopted:  May 5, 2003                        Released:  May 
7, 2003

By the Commission:

     1.   The   Commission    has    been   conducting    an 
investigation   into    possible    violations   by    Qwest 
Communications International  Inc.  (``Qwest'') of  sections 
271(a) and 272(g)(2) of  the Communications Act  of 1934, as 
amended, and of the Merger Order issued by the Commission in 
Memorandum   Opinion   and   Order,   Qwest   Communications 
International Inc.  And  U S  WEST,  Inc.; Applications  for 
Transfer of Control  of Domestic and  International Sections 
214 and  310  Authorizations  and  Applications to  Transfer 
Control of  a Submarine  Cable Landing  License, 15  FCC Red 
11909 (2000) (``Merger Order''), by providing, marketing, or 
selling, in-region  interLATA  services  prior to  receiving 
authority pursuant to section 271.1

     2.   The Commission and Qwest have negotiated  the terms 
of a  Consent Decree  that would  terminate the  Commission'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 evaluated  the  facts before  us.   We believe  that  the 
public interest  would be  served  by approving  the  Consent 
Decree and terminating the investigation.

     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  Qwest  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) and 4(j) of the Communications  Act of 1934, as amended, 
47 U.S.C.    154(i)  and 154(j)  that  the  Consent Decree, 
incorporated by reference  in and attached to  this order, is 
hereby ADOPTED. 
     
     6.   IT IS FURTHER ORDERED that the Secretary SHALL SIGN 
the Consent Decree on behalf of the Commission.

     7.   IT IS  FURTHER  ORDERED  that  the  above captioned 
investigation IS TERMINATED.


                         FEDERAL COMMUNICATIONS COMMISSION



                         Marlene H. Dortch
                         Secretary
                          Before the
               FEDERAL COMMUNICATIONS COMMISSION
                     Washington, DC 20554


                    
In the Matter of              )         File No.  EB-02-IH-0674
                         )                   
                         )         Acct. No.  200332080012 
                         )
Qwest Communications          )
International Inc.            )         FRN No.   0003605953
                         )                                  


                        CONSENT DECREE

                       I.   Introduction

     1.   The      Federal      Communications       Commission 
       (``Commission'') and Qwest Communications  International 
       Inc.  (``Qwest'')   enter  into   this  consent   decree 
       (``Consent Decree'') for  the purpose of terminating  an 
       informal investigation  by the Commission's  Enforcement 
       Bureau   (``Bureau'')  into   whether  Qwest   provided, 
       marketed, or  sold in-region,  interLATA services  prior 
       to receiving  authority pursuant to  section 271 of  the 
       Communications Act  of 1934,  as amended (``the  Act''), 
       and/or in  violation of  sections 271(a)  and 272(g)  of 
       the Act, and in violation of the Merger  Order issued by 
       the Commission  in Memorandum  Opinion and Order,  Qwest 
       Communications International  Inc. And  U S WEST,  Inc.; 
       Applications  for Transfer  of Control  of Domestic  and 
       International Sections  214 and  310 Authorizations  and 
       Applications to  Transfer Control  of a Submarine  Cable 
       Landing  License,  15 FCC  Red  11909  (2000)  (``Merger 
       Order'').2

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

          a.``Commission''   or  ``FCC''   means  the   Federal 
          Communications      Commission.

          b.``Bureau''  means  the Enforcement  Bureau  of  the 
            Federal Communications Commission.

          c.   ``Qwest''     means     Qwest     Communications 
            International Inc. and any subsidiaries.

          d.``Parties'' means Qwest and the Commission.

          e.``Adopting   Order''   means  an   Order   of   the 
            Commission  adopting the  terms and  conditions  of 
            this Consent Decree.

          f.``Effective  Date'' means  the  date on  which  the 
            Commission releases the Adopting Order.

          g.``Investigation''    means    the     investigation 
            initiated by  the Commission regarding the  matters 
            discussed in paragraph 6 below,  concerning Qwest's 
            conduct during  the period  from June  30, 2000  to 
            the Effective Date of this Consent Decree.

I.   BACKGROUND

     3.   On  June  26,  2000,  the  Commission  approved   the 
       transfer  of licenses  and lines  from  U  S WEST,  Inc. 
       (``U  S WEST'')  to Qwest  Communications  International 
       Inc.  in   connection  with  the   merger  of  the   two 
       companies.3  Qwest  agreed to  discontinue or divest  to 
       an unaffiliated carrier (``acquiring  carrier'') certain 
       in-region interLATA services provided in the former  U S 
       WEST region  prior to the close  of the merger to  avoid 
       violations of section 271 of the Act as a  result of the 
       merger.4   These  services included  all  private  lines 
       with  an  end point  in-region,  1+  switched  interLATA 
       service   originating   and   8XX    interLATA   service 
       terminating in-region, and in-region  interLATA operator 
       and calling  card services.5   Qwest's commitments  were 
       set  forth in  its  Divestiture  Plan, dated  April  14, 
       2000, and filed with the Commission on that  date in the 
       Merger docket.6  The  Commission approved the merger  of 
       U S  WEST and Qwest  in the Merger  Order, based on  the 
       entire record before it.7  

     4.   The  Merger  Order  required   Qwest  to  engage   an 
       independent auditor  to examine Qwest's compliance  with 
       section  271  as  set forth  in  its  Divestiture  Plan.   
       Qwest  has  done  so, and  two  such  audits  have  been 
       conducted under the supervision of the Commission.

     5.   On April  16,  2001  and September  7,  2001,  Arthur 
       Andersen   (``AA'')  filed   audit  reports   addressing 
       Qwest's compliance with the Merger Order for  the period 
       June 30,  2000 through December 31,  2000, and on  March 
       11,  2002  AA  filed an  audit  report  for  the  period 
       January  1, 2001  through December  31, 2001.   AA  also 
       filed letters with  the Commission related to the  audit 
       reports on June 8, 2001 and June  3, 2002 (collectively, 
       ``the  AA  Audit Reports'').  Although  the  independent 
       auditor concluded  that Qwest  complied in all  material 
       respects  with   the  Merger  Orders,  the   independent 
       auditor  also  identified  certain  instances   of  mis-
       branding  and  mis-billing of  the  acquiring  carrier's 
       private  lines  services  and  Internet  global  service 
       provider  (``GSP'')   services,  and  facts   concerning 
       Qwest's retention  of certain  revenues received in  the 
       billing  process  for  these  services  as  set-off  for 
       amounts  that  Qwest   asserted  it  was  owed  by   the 
       acquiring  carrier.  These  instances are  described  in 
       the AA Audit  Reports.  The AA Audit Reports also  noted 
       that   Qwest   had   sold   Indefeasible   Rights-of-Use 
       (``IRUs'').   Qwest responded  to these  reports at  the 
       time, and  also has responded to  letters of inquiry  or 
       other  questions  from  the  staff  of  the  Enforcement 
       Bureau related to  these matters in connection with  EB-
       01-IH-376 and  EB-02-IH-0674, as well  as CC Docket  No. 
       99-272  and  the  merger  audit  proceedings  generally.  
       Qwest  has described  corrective  action that  has  been 
       taken with respect  to the matters identified in the  AA 
       Audit Reports.   Qwest also  has asserted  that its  IRU 
       transactions  identified by  AA do  not violate  Section 
       271. 

     6.   Following these audit reports,  the Bureau began  its 
       Investigation  of  Qwest's compliance  with  the  Merger 
       Order  and  Sections  271 and  272  of  the  Act  (``the 
       Investigation'')   prior  to   receiving   section   271 
       authority.  In particular, the Bureau issued  Letters of 
       Inquiry  (``LOIs'') on  May 24,  2001, August  7,  2002, 
       October 16,  2002, November 26,  2002, and December  23, 
       2003.8  Qwest  responded to  the Bureau's  LOIs on  June 
       14,  2001,  September   11,  2002,  October  29,   2002, 
       December 11, 2002, December 23, 2002, January  10, 2003, 
       January 15,  2003, January  21, 2003,  January 24  2003, 
       January 31,  2003, February  3, 2003,  and February  11, 
       2003.9   In   addition,  AT&T   Corp.  (``AT&T''),   the 
       Competitive        Telecommunications        Association 
       (``CompTel''),   and   WorldCom,   Inc.   (``WorldCom'') 
       submitted information to  the Bureau in response to  the 
       AA  Audit Reports.10   Touch America  submitted  related 
       information   to  the   Bureau.11    Qwest   voluntarily 
       disclosed certain  issues regarding provisioning of  in-
       region   interLATA   services   and   related   matters, 
       including    advertising    of    in-region    interLATA 
       services.12  The Bureau's Investigation  included, among 
       other  things, the  following matters  arising from  its 
       review of this collective record:

       1.a.    Private Line Provisioning:  On December 3, 2002, 
          Qwest  disclosed  that  earlier  that  year  it   had 
          provisioned four  in-region  interLATA  private  line 
          services to Cable and Wireless, USA, Inc.13  On March 
          7,  2003,  Qwest   identified  additional   in-region 
          interLATA private line services that Qwest had  found 
          it had provided for some period after the Merger.14  

       1.b.    Dark Fiber Leases:  On  December 3, 2002,  Qwest 
          disclosed that  it had  failed to  terminate two  in-
          region interLATA dark fiber leases as of the Merger.

       1.c.    Private Line Billing and Branding:  The AA Audit 
          Reports noted certain instances in which Qwest billed 
          and branded non-metered services (e.g., private  line 
          services) provided by the acquiring carrier as  Qwest 
          services.  Qwest asserted  that it  retained some  of 
          the associated revenues as set-off for other  amounts 
          due it from the acquiring carrier. 

       1.d.    GSP Billing and Branding:  The AA Audit  Reports 
          noted certain  instances in  which Qwest  billed  and 
          branded  GSP  services  provided  by  the   acquiring 
          carrier as Qwest services, and other instances  where 
          Qwest failed to include a charge for the  GSP service 
          provided by  the acquiring  carrier.  Qwest  asserted 
          that it retained some  of the associated revenues  as 
          set-off for other amounts  due it from the  acquiring 
          carrier.

       1.e.    Indefeasible  Rights-of-Use:    The   AA   Audit 
          Reports  noted  that  Qwest  had  sold   Indefeasible 
          Rights-of-Use (``IRUs'').   These  IRUs  were  either 
          ``lit,'' for  which  Qwest supplied  the  electronics 
          necessary for  transmission, or  ``dark,'' for  which 
          Qwest's  customer  supplied  such  electronics.    On 
          December 3,  2002, Qwest  submitted a  letter to  the 
          Bureau   disclosing   certain   record-keeping    and 
          administrative errors  in its  provision of  lit  IRU 
          capacity and divestiture of services to the acquiring 
          carrier.  Moreover, Qwest states that these IRUs were 
          sold  by   Qwest   Communications   Corporation,   an 
          affiliate  that   Qwest  states   is  presently   not 
          qualified as  a  Section 272  affiliate  pursuant  to 
          Section  272(b)  of  the  Act  and  the  Commission's 
          implementing rules and orders.   

       1.f.    Calling  Cards:   The  AA  Audit  Reports  noted 
          certain  instances  in   which  Qwest   misidentified 
          revenues  otherwise  due  the  acquiring  carrier  in 
          connection with the in-region use of prepaid  calling 
          cards sold in conjunction with the acquiring carrier, 
          where the  acquiring carrier  provided the  in-region 
          interLATA service.  Qwest  asserted that it  retained 
          those revenues as  set off for  other amounts due  it 
          from the acquiring carrier.  On March 7, 2003,  Qwest 
          identified certain networking matters, including  8XX 
          transport, related to  operator services provided  by 
          the acquiring carrier.

       1.g.    Advertising of interLATA Services: On April  10, 
          2003,  Qwest  disclosed  that  on  April  7-8,  2003, 
          certain  television  advertisements  for   in-region, 
          interLATA services had run in states for which  Qwest 
          had not yet  had a section  271 application  granted.  
          Qwest  asserted  that  the  advertisements  had  been 
          broadcast in  those states  through an  error by  its 
          advertising   agency,   and   contrary   to   Qwest's 
          instructions.

II.   AGREEMENT

     7.   The Parties agree and  acknowledge that this  Consent 
       Decree  shall  constitute  a  final  settlement  between 
       Qwest  and  the Commission  of  the  Investigation.   In 
       consideration for the termination of  this Investigation 
       in accordance  with the  terms of  this Consent  Decree, 
       Qwest agrees  to the  terms, conditions, and  procedures 
       contained herein.  Qwest agrees that the  Commission has 
       jurisdiction over the matters contained in  this Consent 
       Decree and  the authority to enter  into and adopt  this 
       Consent Decree.

     8.   Qwest admits  that,  with respect  to  the  following 
       matters,  Qwest violated  the    Qwest/U S  WEST  Merger 
       Order  by   not  terminating,   suitably  modifying   or 
       divesting by  the close  of the merger  (June 30,  2000) 
       the  following   services  provided  to  the   following 
       customers: 

       a.      Two  leases  of  dark  fiber:   one  to   Timing 
          Solutions Corp. in Arizona and one to MEANS,  Inc. in 
          Minnesota. 

       b.      Six private line services:  one DS3 to  Electric 
          Lightwave, Inc.  between Medford,  OR, and  Portland, 
          OR; four DS3s to Triumph Communications each of  them 
          having one end  point in Denver,  CO, with the  other 
          end points  in  Chicago,  IL, Kansas  City,  MO,  Los 
          Angeles, CA,  and  Sacramento,  CA; and  one  DS3  to 
          Teleglobe USA  Inc.  between  Seattle,  WA,  and  Los 
          Angeles, CA.

     9.   Qwest further  admits  that  its  provision  of  four 
       optical level private line services to Cable  & Wireless 
       USA,  Inc. in  March  2002  constituted a  violation  of 
       Section 271:  three  circuits between Englewood, CO  and 
       each  of Colorado  Springs,  CO,  Kansas City,  MO,  and 
       Chicago,  IL; and  one circuit  between Minneapolis,  MN 
       and Chicago, IL.

     10.  Qwest  maintains  that  its  failure  to   terminate, 
       suitably  modify or  divest the  dark fiber  leases  and 
       private line services  identified in paragraph 8(a)  and 
       (b) above by June 30, 2000 and its  provision of private 
       line services to  Cable & Wireless USA, Inc.  identified 
       in paragraph 9 above were inadvertent and  the result of 
       record-keeping and administrative errors.

     11.  Qwest  agrees  that   it  shall   make  a   voluntary 
       contribution  to  the  United  States  Treasury  in  the 
       amount  of $6.5  million.   This  amount shall  be  paid 
       within  10  calendar days  after  the  Commission  order 
       adopting this Consent Decree becomes final.   Qwest 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  ``Acct. No.  200332080012'' and  ``FRN 
       No. 0003605953.''  If Qwest 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  Qwest  makes  this 
       payment by wire  transfer, it must wire such payment  in 
       accordance   with   Commission   procedures   for   wire 
       transfers.   

     12.  The  Commission  agrees  that,  based  on  the  facts 
       developed in  this Investigation and  in the absence  of 
       material new  evidence related to  this matter, it  will 
       not  use  the  facts  developed  in  this  Investigation 
       through the Effective Date of the Consent  Decree or the 
       existence of  this Consent Decree  to institute, on  its 
       own motion, any  new proceeding, formal or informal,  or 
       take  any  action  on  its  own  motion   against  Qwest 
       concerning  the  matters  discussed  in  paragraph  6(a) 
       through 6(d) and  6(f) above. With respect to  paragraph 
       6(e)  above,  the  Commission agrees  not  to  take  any 
       future  actions on  its  own motion  in the  absence  of 
       material new evidence  against Qwest for any  violations 
       of sections 271 or 272 of the Act, or  the Merger Order, 
       concerning  lit  IRUs,  provided  Qwest   complies  with 
       paragraph  (d) of  the  attached Compliance  Plan.   The 
       Commission  also  agrees   that,  based  on  the   facts 
       developed in  the Investigation, and  in the absence  of 
       material new  evidence related to  this matter, it  will 
       not  use  the  facts  developed  in  this  Investigation 
       through the  Effective Date  of this  Consent Decree  or 
       the existence  of this  Consent Decree  to institute  on 
       its own  motion any proceeding,  formal or informal,  or 
       take any  action on  its own motion  against Qwest  with 
       respect to  Qwest's basic qualifications, including  its 
       character qualifications,  to be  a Commission  licensee 
       or  with respect  to  compliance with  the  Commission's 
       rules and policies.

     13.  Nothing in  this  Consent Decree  shall  prevent  the 
       Commission or its delegated authority  from adjudicating 
       complaints  filed  pursuant   to  section  208  of   the 
       Communications  Act,  as  amended,  47  U.S.C.     208, 
       against Qwest or  its affiliates for alleged  violations 
       of the  Merger Order, or for  any other type of  alleged 
       misconduct,  regardless  of when  such  misconduct  took 
       place.  This Consent  Decree does not affect the  rights 
       of Qwest or Touch America in EB-02-MD-003  and EB-02-MD-
       004, or the  ability of the Commission to resolve  those 
       complaint   proceedings   in   the   manner   it   deems 
       appropriate.15   With respect  to those  proceedings  or 
       any  other Section  208  complaints  that may  be  filed 
       against  Qwest, the  Commission's adjudication  of  each 
       such  complaint  will  be based  solely  on  the  record 
       developed in that proceeding.

     14.  In   express   reliance   on   the   covenants    and 
       representations contained herein, the  Commission agrees 
       to terminate  the Investigation.   Qwest agrees to  take 
       the actions described in the attached Compliance Plan.     

     15.  In the event that Qwest is found by the Commission or 
       its delegated authority  to have engaged in a  violation 
       of  the  Act  or the  Merger  Order  subsequent  to  the 
       release of  the Adopting  Order, the  Commission or  its 
       delegated authority reserves  the right to consider  the 
       conduct described  in paragraph  6 above in  determining 
       an appropriate sanction.  If such conduct  is considered 
       by  the  Commission   or  its  delegated  authority   in 
       determining an appropriate  sanction, Qwest will not  be 
       estopped  from litigating  the  issues of  whether  such 
       conduct or the  facts involved in such conduct  actually 
       violated the Act  or the Commission's rules, the  merits 
       of Qwest's  conduct, or  the relevance or  weight to  be 
       given   such  conduct   under   section  1.80   of   the 
       Commission's rules.

     16.  Qwest  waives  any  rights  it  may  have  under  any 
       provision of the  Equal Access to Justice Act, 5  U.S.C. 
        504.

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

     18.  If either Party  (or the United  States on behalf  of 
       the Commission) brings a judicial action to  enforce the 
       terms  of the  Adopting  Order,  neither Qwest  nor  the 
       Commission  shall contest  the validity  of the  Consent 
       Decree  or  the  Adopting  Order,  and  Qwest   and  the 
       Commission will waive any statutory right to  a trial de 
       novo with respect to any matter upon  which the Adopting 
       Order  is  based,  and  shall  consent  to   a  judgment 
       incorporating the terms of this Consent Decree.

     19.  The Commission  and  Qwest agree  that  this  Consent 
       Decree is for settlement purposes only and  that it does 
       not  constitute an  admission, denial,  adjudication  on 
       the   merits,  or    factual  or   legal   determination 
       regarding any compliance  or noncompliance with the  law 
       or  requirements  of  the Merger  Order  other  than  as 
       stated in paragraphs  8-9, above.  Qwest does not  admit 
       any  noncompliance, violation,  or liability  associated 
       with  or  arising from any  alleged actions or  failures 
       other than as stated in paragraphs 8-9,  above.  Nothing 
       in   this   Consent   Decree   constitutes   a   waiver, 
       suspension,   or  modification   of  the   Act  or   the 
       Commission's rules.

     20.  Qwest agrees that any violation of the Consent Decree 
       (including  the   attached  Compliance   Plan)  or   the 
       Adopting Order will  constitute a separate violation  of 
       a  Commission   order,  entitling   the  Commission   to 
       exercise  any  rights  or  remedies  attendant   to  the 
       enforcement of a Commission order.


FEDERAL COMMUNICATIONS COMMISSION


                                                               
__________                        ___________
Marlene H. Dortch
Secretary                         R STEVEN DAVIS
Federal           Communications 
Commission                        Senior Vice President
                                 Qwest             Communications 
                                 International Inc.

                                                               
__________                        ___________
Date                              Date
                          ATTACHMENT

                        COMPLIANCE PLAN
 
Qwest's Compliance Plan consists of the following six parts:  

          (a) Not  later  than  45  days  after  entry  of  the 
          Adopting   Order,   Qwest   will   fully    implement 
          supplemental  changes  to  its  order  entry  process 
          designed  as   further   controls  to   prevent   the 
          completion of  an  order  for the  provision  of  in-
          region, interLATA  private  line services  in  either 
          Arizona  or  Minnesota   until  such   time  as   the 
          Commission  has  granted  a  Qwest  application   for 
          Section 271 authority in the respective state.  Qwest 
          will maintain  these  procedures  until  it  receives 
          section 271  authorization in  all of  its  in-region 
          states. 

          (b)  Not  later  than  60 days  after  entry  of  the 
          Adopting Order, Qwest will provide refresher training 
          to  Qwest  Communications  Corporation  order   entry 
          personnel on proper guidelines  for the provision  of 
          interLATA private line services.  

          (c)  Qwest  has performed  an internal  investigation 
          into  its   potential   provisioning   of   in-region 
          interLATA  services,   the  results   of  which   are 
          reflected in the disclosures  recited in the  Consent 
          Decree.   Qwest  will   submit  the  procedures   and 
          nonprivileged work papers from that investigation  to 
          the independent  auditor  for  consideration  in  the 
          auditor's report.  Qwest will continue to provide  to 
          the independent  auditor such  further  nonprivileged 
          information as  the independent  auditor may  request 
          concerning Qwest's  internal  investigation  and  its 
          results.  

          (d) Absent  prior written  action by  the  Commission 
          after entry  of the  Adopting Order,  Qwest will  not 
          sell any lit IRUs, whether by exchange transaction or 
          otherwise, with  an end  point in  either Arizona  or 
          Minnesota until  such  time  as  the  Commission  has 
          granted a Qwest application for section 271 authority 
          in the respective state.  If Qwest sells any lit IRUs 
          in  states  where   it  has   received  section   271 
          authorization, it  will  do  so  in  compliance  with 
          section 272.  

          (e)  Qwest will assign one or more Vice Presidents to 
          oversee  these   measures   and   to   ensure   their 
          effectiveness.  

          (f)  Qwest's independent auditor for the Merger Order 
          Audit  will  review  Qwest's  compliance  with   this 
          Compliance Plan as a part of the Merger Order Audit.  


_________________________

1    See Letter  from  David  H.  Solomon,  Chief,  Enforcement 
Bureau, Federal  Communications Commission,  to Lauren  Belvin, 
Qwest (May 24, 2001) (initial Letter of Inquiry).
2    See Letter from David H. Solomon, Chief, Enforcement 
Bureau, Federal Communications Commission, to Lauren Belvin, 
Qwest (May 24, 2001) (``Solomon May 24, 2001 Letter of 
Inquiry'') (initial Letter of Inquiry).
3    Merger Order at 11932-3,  42-45.
4    Section 271 of the Communications Act of 1934,  as amended 
(the ``Act''),  47 U.S.C.   271,  prohibits  a Bell  operating 
company (``BOC''),  or its  affiliate,  from entering  the  in-
region, interLATA market, unless the BOC demonstrates that  its 
local market  is open  to competition  in  accordance with  the 
requirements of section 271. Merger  Order at 11911  19.   See 
also  Memorandum  Opinion   and  Order,  Qwest   Communications 
International Inc.  And    U  S  WEST, Inc.;  Applications  for 
Transfer of Control of Domestic and International Sections  214 
and 310 Authorizations and Application to Transfer Control of a 
Submarine Cable Landing License,  15 FCC Rcd  5376, 5384,   14 
(2000) (``March Merger Order'').
5    Divestiture Compliance Report, Qwest Communications 
International Inc., Qwest Communications International Inc. and 
U S WEST, Inc.; Applications for Transfer of Control of 
Domestic and International Sections 214 and 310 Authorizations 
and Application to Transfer Control of a Submarine Cable 
Landing License,  CC Docket No. 99-272  (April 14, 2000) 
(``Divestiture Compliance Report''), at 14.  See also March 
Merger Order, at 5384,  14-15.  
6    Divestiture Compliance Report at 37-39.
7    Merger Order at 11932  43-44.
8    See Solomon May 24, 2001 Letter of Inquiry; Letters from 
Maureen F. Del Duca, Deputy Chief, Investigations and Hearings 
Division, Enforcement Bureau, Federal Communications 
Commission, to Melissa Newman, Vice President - Federal 
Regulatory, Qwest, and Robert McKenna, Associate General 
Counsel, Qwest (Aug. 7, 2002, Oct. 16, 2002, Nov. 26, 2002, 
Dec. 23, 2003).
9    See Letter from Sharon J. Devine, Associate General 
Counsel, Qwest, to David H. Solomon, Chief, Enforcement Bureau, 
Federal Communications Commission (June 14, 2001); Letters from 
Sharon J. Devine, Associate General Counsel, Qwest, to Maureen 
F. Del Duca, Deputy Chief, Investigations and Hearings 
Division, Enforcement Bureau, Federal Communications Commission 
(Sept. 11, 2002, Oct. 29, 2002, Dec. 11, 2002, Dec. 23, 2002, 
Jan. 10, 2003, Jan. 15, 2003, Jan. 21, 2003, Jan. 24, 2003, 
Jan. 31, 2003, Feb. 3, 2003, and Feb. 11, 2003).
10   See Letter from Lisa B. Smith, Senior Policy Counsel, 
WorldCom, Inc., to David Solomon, Chief, Enforcement Bureau, 
FCC, CC Docket No. 99-272 (May 14, 2001); Letter from Jonathan 
D. Lee, Vice President, CompTel, to David Solomon, Chief, 
Enforcement Bureau, FCC, CC Docket No. 99-272 (May 16, 2001); 
Letter from Aryeh S. Friedman, Senior Attorney, AT&T Corp., to 
David Solomon, Chief, Enforcement Bureau, FCC, CC Docket No. 
99-272 (Jul. 18, 2001); Letter from David Lawson, Outside 
Counsel for AT&T Corp., to Marlene H. Dortch, Secretary, FCC, 
CC Docket No. 99-272 (May 2, 2002).
11   See Letter from Charles H. Helein and Jonathan S. 
Marashlian, Counsel for Touch America, Inc., to Maureen F. Del 
Duca, Deputy Chief, Investigations and Hearings Division, 
Enforcement Bureau, Federal Communications Commission (Sept. 
20, 2002); Application of Touch America, Inc. for Admission of 
Relevant Discovery Produced in Related Proceedings (Sept. 25, 
2002); Letter from Charles H. Helein and Jonathan S. 
Marashlian, Counsel for Touch America, Inc., to Maureen F. Del 
Duca, Deputy Chief, Investigations and Hearings Division, 
Enforcement Bureau, Federal Communications Commission (Oct. 9, 
2002); Letter from Charles H. Helein and Jonathan S. 
Marashlian, Counsel for Touch America, Inc., to Maureen F. Del 
Duca, Deputy Chief, Investigations and Hearings Division, 
Enforcement Bureau, Federal Communications Commission (Jan. 6, 
2003); Application of Touch America, Inc. for Admission of 
Relevant Evidence Produced in Related Proceedings (Jan. 9, 
2003); Letter from Charles H. Helein and Jonathan S. 
Marashlian, Counsel for Touch America, Inc., to Mark Stone, 
Investigations and Hearings Division, Enforcement Bureau, 
Federal Communications Commission (Jan. 17, 2003).
12   See Letter from Sharon Devine, Associate General Counsel, 
Qwest, to Michelle Carey, Chief, Competition Policy Division, 
Wireline Competition Bureau, and Anthony Dale, Assistant Chief, 
Investigations and Hearings Division, Enforcement Bureau, 
Federal Communications Commission (Dec. 3, 2002); Letter from 
Sharon Devine, Associate General Counsel, Qwest, to Maureen F. 
Del Duca, Chief, and Anthony Dale, Assistant Chief, 
Investigations and Hearings Division, Enforcement Bureau, 
Federal Communications Commission (March 7, 2003); Letter from 
Melissa Newman, Vice President-Federal Regulatory, Qwest, to 
Maureen F. Del Duca, Chief, Investigations and Hearings 
Division, Enforcement Bureau, Federal Communications Commission 
(April 10, 2003).
13   Qwest subsequently provided additional information 
regarding these matters at the request of the Bureau.  Qwest's 
responses included correspondence dated January 10, 15, and 31, 
and February 3 and 11, 2003.

14   Qwest  provided  further  information  in   correspondence 
dated March  11, 2003  and in  response to  questions from  the 
staff.


15   Because of the nexus between the formal complaints and the 
Investigation, the Bureau treated the Investigation as a 
restricted proceeding under section 1.1208 of the Commission's 
rules, 47 C.F.R.  1.1208.  As a result, the Bureau included 
Touch America in correspondence between Qwest and the 
Commission.  Pursuant to section 1.1204(a)(10) of the 
Commission's rules, 47 C.F.R.  1.1204(a)(10), the Commission 
and Qwest conducted bi-lateral settlement discussions.  All of 
the information provided by Qwest during those settlement 
discussions ``relat[ed] to how a proceeding should or could be 
settled, as opposed to new information regarding the merits.''  
See 47 C.F.R. 1204(a)(10)(ii).