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


                                   )
In the Matter of                        )         File  Nos.  
EB-02-IH-0683
                                   )                     EB-
02-IH-0805
                                   )                   
                                        )         Acct.  No.  
200332080018
                                   )
BellSouth Corporation                   )         FRN No.  
FRN No. 0004942-2447
                                   )                        


                              ORDER

     Adopted:  July 15, 2003                 Released:  July 
17, 2003

By the Commission:

     1.   The Commission has been conducting investigations 
into possible violations by the BellSouth Corporation 
(``BellSouth'') of sections 271 and 272 of the 
Communications Act of 1934, as amended, in connection with 
(1) the marketing and provisioning of in-region interLATA 
services in states where BellSouth had not received 
authorization to provide such services pursuant to section 
271 of the Act1 and (2) allegations that BellSouth 
improperly rejected the local service requests of 
competitive local exchange carriers (``CLECs'').2

     2.   The Commission and BellSouth have negotiated the 
terms of a Consent Decree that would terminate the 
Commission's investigations.  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 investigations.

     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 BellSouth 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 
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-02-IH-0683
                              )            EB-02-IH-0805
                              )
                              )    Acct. No. 200332080018
                              )
                              )    FRN No. 0004942-2447
BellSouth Corporation              )
                              )

                       CONSENT DECREE

     1.   The   Federal   Communications   Commission   (the 
``Commission''  or the  ``FCC'')  and BellSouth  Corporation 
(``BellSouth'') hereby  enter into  this Consent  Decree for 
the purpose  of terminating Enforcement  Bureau (``Bureau'') 
investigations into (1) whether BellSouth provided, marketed 
or sold  in-region, interLATA services prior  to its receipt 
of   authorization   pursuant   to  section   271   of   the 
Communications Act  of 1934  (the ``Act''), as  amended, and 
(2)  whether   BellSouth  violated   the  non-discrimination 
requirements of sections 271 or 272 of the Act by improperly 
rejecting  competitive  local  exchange  carrier  (``CLEC'') 
local service requests.  As part of the first investigation, 
the Bureau has examined BellSouth's compliance with sections 
271(a) and (b)  and section 272(g)(2) of the  Act, 47 U.S.C. 
  271(a)  and  (b),   272(g)(2),  which  prohibit  a  Bell 
Operating Company  (``BOC'') from  marketing or  selling in-
region interLATA services provided by an affiliate in states 
where  it has  not  received authorization  to provide  such 
services pursuant  to section 271  of the Act.3  As  part of 
the   second   investigation,   the  Bureau   has   examined 
BellSouth's  compliance  with  section 271(c)  and  sections 
272(b),  (c), and  (e)  of  the Act,  47  U.S.C.   271(c), 
272(b),  272(c),   272(e)(1),  which  impose   certain  non-
discrimination  and  separate  affiliate requirements  on  a 
BOC.4

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

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

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

     (c)  ``BellSouth''  means  the  BellSouth  Corporation, 
          BellSouth   Telecommunications,   Inc.   (``BST'') 
          incumbent   local  exchange   operating  telephone 
          companies,  any affiliate,  d/b/a, predecessor-in-
          interest,   parent   companies,  any   wholly   or 
          partially  owned subsidiary,  or other  affiliated 
          companies  or business,  including BellSouth  Long 
          Distance,  Inc. (``BSLD''),  and their  successors 
          and assigns.

     (d)  ``Parties'' means BellSouth and the Bureau.

     (e)  ``In-region  state'' is  defined  at  47 U.S.C.   
          271(i)(1),  and  for BellSouth  includes  Alabama, 
          Florida,     Georgia,     Kentucky,     Louisiana, 
          Mississippi,  North Carolina,  South Carolina  and 
          Tennessee.

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

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

     (h)  ``Investigation''    means    the    investigation 
          commenced by  the Bureau  on August 12,  2002 into 
          allegations that  BellSouth provided,  marketed or 
          sold  in-region, interLATA  services prior  to its 
          receipt of  authorization pursuant to  section 271 
          of the Act during the  period from June 1, 2001 to 
          December 19, 2002.  The term specifically includes 
          the Letters of Inquiry (and BellSouth's responses) 
          dated August  12, 2002, October 10,  2002, October 
          30, 2002, November 14, 2002 and December 19, 2002, 
          and further  includes, but is not  limited to, all 
          of the events discussed in the BellSouth voluntary 
          disclosure letters to  the Commission dated August 
          7, 2002,  October 29, 2002 and  December 18, 2002.  
          ``Investigation'' also  includes the investigation 
          commenced by the Bureau  on November 6, 2002, into 
          allegations    that    BellSouth   violated    the 
          nondiscrimination  requirements  of sections  202, 
          271 and 272 of the Act in relation to its policies 
          on  the provision  of BellSouth  long distance  to 
          CLEC end-users.

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

     3.   BellSouth was prohibited  from providing interLATA 
services originating  in a particular in-region  state until 
it received  authorization to provide such  services in such 
state  pursuant to  section 271  of  the Act.   47 U.S.C.   
271(a).   To  obtain   authorization  to  provide  in-region 
interLATA services under section 271, BellSouth was required 
to show,  among other  things, that  it fully  implemented a 
``competitive  checklist''  designed   to  give  competitors 
nondiscriminatory access and interconnection to its network.  
47 U.S.C.  271(d)(3)(A).  

     4.   Section 272(g)(2) of the  Act prohibits a BOC from 
marketing or selling in-region interLATA service provided by 
an  affiliate before  it has  satisfied the  requirements of 
section 271.   In particular, section 272(g)(2)  states that 
``[a BOC] may not market  or sell interLATA service provided 
by an affiliate  required by this section within  any of its 
in-region States until such company is authorized to provide 
interLATA services in such States under section 271(d).''5

     5.   On May 15,  2002, BellSouth received authorization 
pursuant to section 271 to provide long distance services to 
customers  in  two  of  its in-region  states,  Georgia  and 
Louisiana.   On  September   18,  2002,  BellSouth  received 
authorization to provide long distance services to customers 
in  five  additional  in-region states,  Alabama,  Kentucky, 
Mississippi, North Carolina and South Carolina.  On December 
19, 2002,  BellSouth received authorization to  provide long 
distance service to customers in its remaining two in-region 
states, Florida and Tennessee.  Before receiving approval in 
each of these states, to ensure compliance with sections 271 
and 272, BellSouth states  that it had established specified 
procedures to  govern the introduction of  its long distance 
services.   In  particular,  BellSouth states  that  it  had 
controls  in place  for  each aspect  of  the long  distance 
process -  marketing, sales ordering and  provisioning - and 
states that  these applied  to BellSouth as  well as  to the 
third-party vendors and suppliers.  

     6.   On August  7, 2002, October 29,  2002 and December 
18, 2002, BellSouth voluntarily disclosed to the FCC certain 
incidents that  potentially constituted  marketing, selling, 
and/or  providing  long   distance  services  in  pre-relief 
states.  BellSouth states that  it made these disclosures in 
good faith and as soon as BellSouth learned of the incidents 
and  took  immediate  steps   to  correct  the  problems  as 
described herein.  On August 12,  2002, the Bureau began its 
Investigation.   During  the  course of  the  investigation, 
BellSouth   complied  with   the  Bureau's   inquiry  in   a 
cooperative   and   good   faith   manner.    The   Bureau's 
investigation included review of the following incidents:   

     (a)  Television Advertisements in May and June 2002. In 
     a television  commercial broadcast from May  24 to June 
     6, 2002, on stations out of Atlanta, Georgia, and Baton 
     Rouge and  New Orleans,  Louisiana and  from May  28 to 
     June 6, 2002, on stations out of Augusta, Columbus, and 
     Savannah,  Georgia  and  Monore/El  Dorado,  Louisiana, 
     BellSouth advertised long distance as a bundled service 
     with  local calling.   The thirty  second advertisement 
     contained  the following  statement in  both audio  and 
     video:  ``Introducing  BellSouth Long  Distance.   Same 
     Company,  Longer Distance.''   The advertisement  could 
     have  been seen  by  viewers not  only  in Georgia  and 
     Louisiana  but  also  in  Alabama,  Mississippi,  North 
     Carolina  and South  Carolina.  Although  BellSouth had 
     section 271 approval for  Georgia and Louisiana, it did 
     not receive  approval for  the other four  states until 
     September   18,  2002.    BellSouth  states   that  the 
     commercial  could  have reached  approximately  268,000 
     potential   customers   in  unapproved   states.    The 
     commercial  did not  contain any  disclosure that  long 
     distance  service was  available to  customers only  in 
     Georgia and Louisiana.
      
     (b)   Vendor  Telemarketing  in  December  2002.   From 
     December 16  to 18, 2002, Communications  Solutions and 
     Technology (``CST''), a vendor working at the direction 
     of  BellSouth, made  telemarketing calls  to 205  small 
     business  customers in  Florida and  Tennessee offering 
     them  BellSouth  long   distance.   BellSouth  did  not 
     receive section  271 approval in Florida  and Tennessee 
     until December 19,  2002.  Fifty-two customers selected 
     BellSouth  long  distance.   BellSouth states  that  it 
     discovered the  problem before  any of the  orders were 
     entered  into   its  order  processing   system.   Upon 
     discovery, BellSouth states that it reprimanded CST and 
     contacted all  but three (49)  of the 52  customers and 
     informed  them  that  BellSouth  was not  yet  able  to 
     provide  long distance  in their  state and  that their 
     long distance service would not be switched.  BellSouth 
     states that  on October 9,  2002, it provided  CST with 
     training  materials,  including   instructions  not  to 
     market  long  distance  to  customers  in  Florida  and 
     Tennessee prior  to BellSouth's receipt of  section 271 
     approval.  While that direction was not repeated in the 
     Florida  and  Tennessee  marketing  materials  sent  by 
     BellSouth to CST on December 11, 2002, BellSouth states 
     that no further direction  other than that contained in 
     the October 9 training materials was necessary and that 
     the vendor  was aware  of the prohibition  against pre-
     relief marketing  in Florida  and Tennessee.   No other 
     vendor began  activity prior  to relief in  Florida and 
     Tennessee. 

     (c) Vendor Telemarketing in October 2002.  From October 
     23 to 25, 2002,  CST employees made eight telemarketing 
     calls  to  small  business  customers  in  Florida  and 
     Tennessee offering BellSouth  long distance.  BellSouth 
     did not  receive section  271 approval in  those states 
     until December 19, 2002.   Two customers in Florida and 
     one  in  Tennessee  selected BellSouth  long  distance.  
     BellSouth states that two of the orders were identified 
     by  CST staff  as improper  prior to  being input  into 
     BellSouth's  order processing  system.   One order  was 
     input into BellSouth's order  processing system but was 
     then identified by CST staff as improper and cancelled.  
     The  customers  were  not switched  to  BellSouth  long 
     distance.

     (d)  Provisioning  in October  2002.  In  October 2002, 
     two customers in Florida, and 20 in Tennessee (covering 
     22 lines) ordered and  received BellSouth long distance 
     for approximately  a week prior to  BellSouth's receipt 
     of  section 271  authorization  on  December 19,  2002.  
     BellSouth  states that  the situation  was caused  by a 
     BellSouth  software  adjustment  that was  intended  to 
     allow the  provisioning of  long distance to  end users 
     located  in section  271  authorized  states that  were 
     served by  central offices across a  state border where 
     BellSouth  did  not  have section  271  approval.   The 
     adjustment,  however,  also   allowed  provisioning  of 
     service in  unauthorized states  when the end  user was 
     served by a central office in an approved state and the 
     sales representative  did not identify  the restriction 
     on service.   BellSouth states that  approximately half 
     the customers made  no long distance calls  and a total 
     of 86 such calls were connected.  BellSouth states that 
     no bills were issued, all migrations were the result of 
     inbound   customer   requests,  and   BellSouth   sales 
     representatives  and  vendor  staff  that  entered  the 
     orders   acted  contrary   to  their   training.   Upon 
     discovery, BellSouth  states messages were sent  to all 
     service representatives  reminding them of  section 271 
     restrictions.    Affected  customers   were  contacted, 
     informed that BellSouth long distance was not available 
     in their  area, and  allowed to select  other intraLATA 
     carriers.   On October  9,  2002,  BellSouth states  it 
     corrected  the edits  in its  ordering system  to block 
     orders from unapproved states.

     (e) Provisioning  in September 2002.  On  September 16, 
     2002, one  residential customer in Alabama  ordered and 
     received BellSouth  long distance prior  to BellSouth's 
     receipt  of  section  271  approval in  that  state  on 
     September 18, 2002.  BellSouth states that the incident 
     was caused by the failure of a date specifications code 
     in  its  electronic  ordering  system.   The  code  was 
     intended to  prevent customers in the  five states with 
     then  pending section  271  applications from  ordering 
     long distance service before  a date certain.  The code 
     failed to prevent this  Alabama customer from receiving 
     service from  a central office in  Georgia, an approved 
     state, prior  to that  date certain.   BellSouth states 
     that the  incident was discovered  at the same  time as 
     the  provisioning  issue  described in  paragraph  6(d) 
     above  and after  BellSouth  had  received section  271 
     approval in Alabama.

     (f) Provisioning in May 2002.   On May 9, 2002, a small 
     business  customer in  Georgia with  two locations  and 
     three  lines   ordered  and  received   BellSouth  long 
     distance for approximately a  week prior to BellSouth's 
     receipt of  Section 271 approval  in that state  on May 
     15,  2002.  BellSouth  states that  the employee  acted 
     contrary   to  his   training   and  was   reprimanded.  
     BellSouth  states  that  the  customer  was  contacted, 
     informed  that  BellSouth  long distance  was  not  yet 
     available in  his area,  and selected  to have  no long 
     distance service  at that  time.  BellSouth  states the 
     customer  made  no  long  distance calls  and  was  not 
     billed.

     7.   On  November  6,  2002, the  Bureau  commenced  an 
investigation into allegations that  BSLD refused to provide 
service  to CLEC  end-users.   BellSouth  responded  to  the 
Bureau on  December 6, 2002.   BellSouth states that  it has 
operational procedures in place  pursuant to which CLEC end-
users can obtain BellSouth long distance.






II.  AGREEMENT

     8.   The  Parties  agree   and  acknowledge  that  this 
Consent Decree shall constitute  a  final settlement between 
BellSouth  and  the  Commission of  the  Investigation.   In 
consideration for  the termination of this  Investigation in 
accordance with the terms  of this Consent Decree, BellSouth 
agrees to  the terms,  conditions, and  procedures contained 
herein.

     9.   BellSouth and  the Bureau agree that  this Consent 
Decree  does not  constitute either  an adjudication  on the 
merits  or  a  factual  or legal  finding  or  determination 
regarding any compliance or  noncompliance by BellSouth with 
the requirements  of the  Act or  the Commission's  rules or 
orders.  The parties  agree that this Consent  Decree is for 
settlement  purposes  only  and  that by  agreeing  to  this 
Consent Decree, BellSouth does  not admit any noncompliance, 
violation or  liability associated with or  arising from its 
actions or omissions as described herein.

     10.  BellSouth  states  that the  following  corrective 
measures were  taken in response to  the incidents described 
in paragraph 6 herein:

               BellSouth    retrained     personnel    where 
               necessary;

               BellSouth implemented system  fixes to ensure 
               no inappropriate orders would be processed;

               BellSouth  issued  appropriate  employee  and 
               vendor reprimands;

               Daily desk top  priority system messages were 
               initiated   in   order  to   remind   service 
               representatives  that long  distance was  not 
               available in Florida and Tennessee;

               BellSouth  contacted  all  other  third-party 
               vendors   to  ensure   that   they  were   in 
               compliance   with  BellSouth's   instructions 
               regarding  Florida and  Tennessee.  BellSouth 
               confirmed   that   these  vendors   were   in 
               compliance.   BellSouth  also instructed  the 
               vendor  in question  to suspend  all customer 
               calls to BellSouth customers for the duration 
               of the internal investigation;

               All orders created by  the third party vendor 
               for sales of long  distance were stopped from 
               being   entered    into   BellSouth's   order 
               provisioning  system,  ROS.   BellSouth  also 
               tested  system edits  (SOER) to  ensure their 
               proper function  with respect to  ordering in 
               any  pre-relief  states,   and  continued  to 
               monitor  those   systems  to   ensure  proper 
               function.

     11.  For  purposes of  settling the  matters set  forth 
herein,  BellSouth  agrees  to take  the  actions  described 
below:

        (a)    Separate affiliate requirements

          (i)  BellSouth  agrees  that it  will  voluntarily 
          comply  with the  separate affiliate  requirements 
          set  forth in  47  U.S.C.  272, including  section 
          272(d), until such time as each of the nine states 
          in  BellSouth's   region  is  relieved   from  the 
          requirements;6

          (ii) BellSouth  agrees that it will  be subject to 
          enforcement  proceedings  for  noncompliance  with 
          section 272  that occurs after the  effective date 
          of this Adopting  Order in any of  the nine states 
          in BellSouth's  region until such time  as each of 
          the nine states in  BellSouth's region is relieved 
          from the requirements;

          (iii)  BellSouth agrees  that it  will revise  the 
          section  272 training  for employees  of BellSouth 
          Corporation, which  includes employees of  BST and 
          BSLD, as well as  BellSouth's small business third 
          party  telemarketing vendors,  with new  materials 
          more   focused   on    the   operational   working 
          relationship between BST and BSLD.  BellSouth will 
          require  a  Mastery  Test  to  be  taken  by  each 
          BellSouth  employee  and   each  employee  of  the 
          affected   third  party   (as  described   above). 
          BellSouth  will endeavor  to start  this mandatory 
          training  in  June  2003,   but  will  finish  the 
          training in no case later than December 2003;

          (iv)  BellSouth agrees  that it  will replace  its 
          current compliance  program in the  Small Business 
          organization  with  a centralized  Small  Business 
          Compliance Group (or a successor group) to monitor 
          and  evaluate  compliance   obligations  for  both 
          BellSouth  small  business   employees  and  small 
          business third  party telemarketing  vendors.  The 
          Compliance  Group  will maintain  a  certification 
          program and  a tracking  mechanism to  ensure that 
          all small business training programs are completed 
          and completed in a timely manner;

          (v)  BellSouth  agrees  that  its  section  272(d) 
          audits will  include steps  evaluating BellSouth's 
          compliance   with   the  measures   contained   in 
          paragraph 11(a)(i) to 11(a)(iv) herein.

        (b)    BSLD operational agreements with CLECs

          (i)  For a  one year  period beginning  within two 
          weeks of the effective date of the Adopting Order, 
          BellSouth agrees that it will post a notice on the 
          BellSouth            Corporation           website 
          (http://bellsouthcorp.com/policy/) reminding CLECs 
          of their ability to  have their end user customers 
          purchase  BellSouth  long  distance  if  the  CLEC 
          avails   itself  of   the  available   operational 
          procedures;

          (ii) For  a one  year period beginning  within two 
          weeks of the effective date of the Adopting Order, 
          BellSouth agrees that it will post the operational 
          procedures  pursuant  to  which CLECs  may  obtain 
          BellSouth long distance for their end users on the 
          BellSouth            Corporation           website 
          (http://bellsouthcorp.com/policy/);

          (iii) On a  quarterly basis for a  one year period 
          beginning within  two weeks of the  effective date 
          of  the  Adopting  Order, BellSouth  will  post  a 
          Carrier Notification Letter on its interconnection 
          website reminding  CLECs of their ability  to have 
          their end user customers purchase long distance if 
          the CLEC avails itself  of the available operating 
          procedures;

          (iv)  Beginning within  30 days  of the  effective 
          date of  the Adopting Order, BellSouth  will amend 
          the error message sent  to CLECs by BellSouth when 
          BellSouth  clarifies  an   otherwise  valid  local 
          service  request because  the requesting  CLEC has 
          not  entered into  an  operational agreement  with 
          BSLD  to include  citation  to  the first  Carrier 
          Notification   Letter   described   in   paragraph 
          11(b)(iii) herein;

          (v) Beginning  within six months of  the effective 
          date of the Adopting  Order, BellSouth agrees that 
          it will ensure that when  a CLEC end user customer 
          selects BSLD  services, BellSouth will  not reject 
          or delay fulfillment of  the otherwise valid local 
          service  request because  the requesting  CLEC has 
          not  entered into  an  operational agreement  with 
          BSLD  unless   BellSouth  can  establish   to  the 
          Commission  that   it  has  complied   fully  with 
          paragraph 11(b) herein.

   12.    In express reliance on the covenants and 
   representations contained herein, the Commission agrees 
   to terminate the Investigation.

     13.  BellSouth  will make  a voluntary  contribution to 
the United  States Treasury  in the  amount of  $1.4 million 
within 10 calendar days  after the Commission Order adopting 
this Consent Decree becomes final.  BellSouth 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. 200332080018'' and ``FRN No. 0004942447.''  If BellSouth 
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  BellSouth makes 
this payment by wire transfer,  it must wire such payment in 
accordance with Commission procedures for wire transfers.

     14.  The  Commission agrees  that,  in  the absence  of 
material new  evidence relating to incidents  that BellSouth 
has not disclosed  to the Bureau through  the Effective Date 
of this Consent Decree, it  will not use the facts developed 
in  this Investigation,  or  the existence  of this  Consent 
Decree,   to  institute,   on  its   own  motion,   any  new 
proceedings, formal or  informal, or to make  any actions on 
its own  motion against  the Company concerning  the matters 
that were the subject  of the Investigation.  The Commission 
also agrees  that, in the  absence of material  new evidence 
relating to  incidents that  BellSouth has not  disclosed to 
the  Bureau  through  the  Effective Date  of  this  Consent 
Decree,  it  will  not  use   the  facts  developed  in  the 
Investigation to institute on its own motion any proceeding, 
formal  or informal,  or take  any action  against BellSouth 
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  formal complaint that may  be filed pursuant 
to  sections  208  or  271 of  the  Communications  Act,  as 
amended, and to  take any action in response  to such formal 
complaint.

     15.  BellSouth 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  Commission  issues an  Order 
adopting  the Consent  Decree without  change, addition,  or 
modification.

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

     17.  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.

     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  BellSouth nor  the 
Commission shall contest the  validity of the Consent Decree 
or Adopting  Order, and  BellSouth will waive  any statutory 
right to a trial de novo.

     19.  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.
     
     20.  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 BellSouth does not  consent) that provision 
will be superseded by such Commission rule or order.












     21.  This Consent Decree may be signed in counterparts.


FEDERAL COMMUNICATIONS COMMISSION



By: ___________________________________
     Marlene H. Dortch
     Secretary


BELLSOUTH CORPORATION



By: ___________________________________



_________________________

1 See Letter from Maureen F. Del Duca, Deputy Chief, 
Investigations and Hearings Division, Enforcement Bureau, to 
Jonathan Banks, General Attorney, BellSouth, dated August 
12, 2002 (``LOI'').

2 See Letter from Maureen F. Del Duca, Deputy Chief, 
Investigations and Hearings Division, Enforcement Bureau, to 
Jonathan Banks, General Attorney, BellSouth, dated November 
6, 2002 (``LOI'').
3    See Letter from Maureen F. Del Duca, Deputy Chief, 
Investigations and Hearings Division, Enforcement Bureau, to 
Jonathan Banks, General Attorney, BellSouth, dated August 
12, 2002.
4    See Letter from Maureen F. Del Duca, Deputy Chief, 
Investigations and Hearings Division, Enforcement Bureau, to 
Jonathan Banks, General Attorney, BellSouth, dated November 
6, 2002.
5    The legislative history for section 272(g)(2) includes 
the statement that ``the ability to bundle 
telecommunications, information and cable services into a 
single package to create `one-stop shopping' will be a 
significant competitive marketing tool.  As a result, and to 
provide for parity among competing industry sectors, the 
Committee has included restrictions on joint marketing...''  
S.Rep. No. 23, 104th Cong., 1st Sess. 22 (1995).
6 Nothing in section 11(a) shall be construed to prevent 
BellSouth from asserting any position on section 272 it 
deems appropriate in another Commission proceeding.