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

 
In the Matter of               )       File No. EB-03-IH-0531
                              )
Qwest Communications           )       Acct. No. 200432080142
International Inc.             )
                              )       FRN No. 0003605953



                              ORDER


Adopted:  May 26, 2004                       Released: May 28, 
2004

By the Chief, Enforcement Bureau:

  1.      The Enforcement Bureau (``Bureau'') has been conducting 
     an investigation into possible violations by Qwest 
     Communications International Inc. (``Qwest'') of sections 
     271 and 272 of the Communications Act of 1934, as amended 
     (the ``Act''), in connection with the marketing and 
     provisioning of in-region, interLATA services in a state 
     where Qwest had not received authorization to provide such 
     services pursuant to section 271 of the Act.1

  2.      The Bureau and Qwest have negotiated the terms of a 
     Consent Decree that would terminate the Bureau's 
     investigation.  A copy of the Consent Decree is attached 
     hereto and 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 Federal Communication Commission 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), 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 ADOPTED.

  6.      IT IS FURTHER ORDERED that the above captioned 
     investigation is TERMINATED.


                    FEDERAL COMMUNICATIONS COMMISSION



                    David H. Solomon
                    Chief, Enforcement Bureau



                         Before the
              Federal Communications Commission
                    Washington, DC 20554


In the Matter of                )      File No. EB-03-IH-0531
                               )
Qwest Communications            )      Acct. No. 200432080142
International Inc.              )
                               )      FRN No.  0003605953



                       CONSENT DECREE


   1.     The Enforcement Bureau (``Bureau'') of the Federal 
     Communications Commission (``Commission'') and Qwest 
     Communications International Inc. (``Qwest''), hereby 
     enter into this Consent Decree for the purpose of 
     terminating the Bureau's investigation into whether 
     Qwest 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.2   As part of the Investigation, 
     the Bureau has examined Qwest's compliance with 
     sections 271(a), (b), and 272(g), 47 U.S.C.  271(a) 
     and (b), 272(g), 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.

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

          2)a.      ``Commission'' means the Federal 
             Communications Commission.

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

          2)c. ``Qwest'' means Qwest Communications 
            International Inc., any affiliate, d/b/a, 
            predecessor-in-interest, parent companies, any 
            wholly or partially owned subsidiary, or other 
            affiliated companies or business.
  
             2)d.   ``Parties'' means Qwest and the Bureau.

          2)e. ``In-region state'' is defined at 47 U.S.C.  
            271(i)(1), and for Qwest includes Arizona, 
            Colorado, Idaho, Iowa, Minnesota, Montana, 
            Nebraska, New Mexico, North Dakota, Oregon, 
            South Dakota, Utah, Washington, and Wyoming.

          2)f. ``Order'' or ``Adopting Order'' means an 
            Order of the Commission or the Bureau adopting 
            the terms of this Consent Decree without change, 
            addition, or modification.

          2)g. ``Effective Date'' means the date on which 
            the Commission or the Bureau releases the 
            Adopting Order.

          2)h. ``Investigation'' means the investigation 
            commenced by the Bureau's  December 15, 2003 
            Letter of Inquiry into allegations that Qwest 
            provided, marketed, or sold in-region, interLATA 
            services in Arizona prior to its receipt of 
            authorization pursuant to section 271 of the Act 
            during the period of  November 3, 2003 to 
            November 4, 2003.

I.   BACKGROUND

   3.     Qwest 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).  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).''3

   4.     On May 24, 2001, the Bureau began an investigation 
     into whether Qwest failed to comply with sections 271 
     and 272 of the Act and the Qwest Merger Orders.  
     Specifically, the Bureau considered whether Qwest 
     improperly provisioned certain in-region, interLATA 
     services.4  The investigation was terminated by a 
     Consent Decree entered into between Qwest and the 
     Commission on May 5, 2003.5  The issues resolved by the 
     May 5, 2003 Consent Decree are separate from the issues 
     considered in this agreement.  No evidence was 
     presented in the instant Investigation indicating that 
     Qwest violated any term or condition of the May 5, 2003 
     Consent Decree.
   5.     On December 23, 2002, Qwest received authorization 
     pursuant to section 271 to provide long distance 
     services to customers in nine of its in-region states: 
     Colorado, Idaho, Iowa, Montana, Nebraska, North Dakota, 
     Utah, Washington, and Wyoming.  On April 15, 2003, 
     Qwest received authorization to provide long distance 
     to customers in Oregon, New Mexico, and South Dakota. 
     On June 26, 2003, Qwest received authorization to 
     provide long distance services to customers in 
     Minnesota.  On December 3, 2003, Qwest received 
     authorization to provide long distance to customers in 
     its remaining in-region state, Arizona.  Before 
     receiving approval in each of these states, to ensure 
     compliance with sections 271 and 272, Qwest states that 
     it established specified procedures to govern the 
     introduction of its long distance services.  In 
     particular, Qwest states that it had controls in place 
     for each aspect of the long distance process - 
     marketing, sales, ordering, and provisioning - and that 
     these controls applied to Qwest as well as to its 
     third-party vendors and suppliers. 

   6.     On November 13, 2003, Qwest voluntarily disclosed 
     to the Bureau an incident    involving vendor 
     telemarketing to Arizona customers for a brief period 
     in November 2003.6  Specifically, from November 3 to 4, 
     2003, APAC Customer Services, Inc. (``APAC''), a vendor 
     working on behalf of Qwest, made telemarketing calls to 
     353 residential customers in Arizona, offering Qwest 
     long distance services.  The Bureau began its 
     Investigation of this incident on December 15, 2003.7 
     Qwest provided written responses to the Letter of 
     Inquiry from the Bureau on January 26 and 29, and March 
     2, 2004.8  During the course of the Investigation, 
     Qwest complied with the Bureau's inquiry in a 
     cooperative and good faith manner.  Qwest states that 
     in this case the marketing was not done by the BOC, but 
     rather by APAC on behalf of Qwest's section 272 
     affiliate, and only involved marketing of the 
     affiliate's long distance service, and not joint 
     marketing of local and long distance service.  Qwest 
     states that APAC received a list of consumers in 
     various in-region states to call from The Allant Group, 
     who in turn, received the list from Qwest.  Qwest 
     states that it informed both vendors not to market long 
     distance service to customers in Arizona prior to 
     Qwest's receipt of section 271 approval.  Qwest states 
     that it specifically asked that the names of Arizona 
     customers on the list be removed.  Qwest states that 
     the vendor nevertheless called certain Arizona 
     customers during an approximately 24-hour period at the 
     start of the multi-state telemarketing campaign before 
     the problem was found and corrected.  Qwest states that 
     no sales were made to Arizona customers and no long 
     distance services were provided to Arizona customers 
     due to the other controls it had in place.  Qwest 
     states that it subsequently augmented its oversight of 
     third party telemarketing vendors.

II.  AGREEMENT

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

   8.     The Parties 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 Qwest 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, Qwest does not admit or deny any 
     noncompliance, violation, or liability associated with 
     or arising from its actions or omissions as described 
     herein.

   9.     For the purposes of settling the matters set forth 
     herein, Qwest agrees to implement a Compliance Plan 
     related to its telemarketing and equal access practices 
     and consisting of the components delineated below.  The 
     Compliance Plan will be for a period of 12 months 
     following the Effective Date of the Adopting Order.  

        (a)    Not later than 20 days after the Effective 
        Date of the Adopting Order, Qwest will adopt revised 
        policies and procedures regarding outbound 
        telemarketing (OBTM) campaign management and the 
        creation, approval and distribution of lists of 
        potential customers and telephone numbers to 
        telemarketers (i.e., ``leads'').  The written 
        policies and procedures will include the following 
        requirements:
          
          (i)    For all campaign changes, Qwest managers 
          will be required to execute a ``Change Setup 
          Form,'' which will require signed approval and 
          acknowledgement from the vendor(s).

          (ii)  Any significant change (as determined by the 
          responsible Qwest OBTM manager) to a product 
          offering or to a telemarketing campaign will 
          require the closing of the telemarketing campaign 
          and the return of all leads to Qwest.  Qwest, in 
          turn, will issue new leads as part of a new 
          telemarketing campaign.

          (iii)  All instructions communicated via e-mail or 
          voicemail to Qwest's data clearinghouse vendor 
          will require written acknowledgement and 
          confirmation by that vendor via e-mail.

        (b) Not later than 30 days after the Effective Date 
        of the Adopting Order, Qwest will provide the 
        written policies and procedures (outlined in 
        paragraph 9(a) above) to its employees in database 
        marketing, consumer telemarketing, and small 
        business telemarketing departments.  Qwest will 
        require these employees to acknowledge in writing 
        that they have read and understand the policies and 
        procedures.  Not later than 45 days after the 
        Effective Date of the Adopting Order, Qwest will 
        provide the written policies and procedures to its 
        outside telemarketing and data clearinghouse 

        vendors.  Qwest will require each vendor to execute 
        a pledge indicating that it has read and understands 
        the policies and procedures.

        (c) Not later than 20 days after the Effective Date 
        of the Adopting Order, Qwest will institute an 
        ``Escalation Alert'' process to define clear 
        responsibility for data record quality and 
        timeliness in telemarketing campaigns.  The 
        ``Escalation Alert'' process will be administered by 
        Qwest's data clearinghouse vendor, with support from 
        Qwest.

        (d) Not later than 30 days after the Effective Date 
        of the Adopting Order, Qwest will create a manual 
        that centralizes all reports and agreements 
        associated with OBTM.  Each document in the manual 
        will be assigned to a document owner, who will 
        provide updates to the manual as they occur.

        (e) Not later than 20 days after the Effective Date 
        of the Adopting Order, Qwest will provide written 
        policies and procedures to all employees responsible 
        for acquiring new residential local exchange service 
        subscribers in Qwest's in-region 14-state operating 
        territory and who work in database marketing, 
        consumer telemarketing, and small business 
        telemarketing departments, and all outside 
        telemarketing and data clearinghouse vendors, 
        describing Qwest's practice in all OBTM calls aimed 
        at acquiring new residential local service customers 
        to notify such potential customers, if they choose 
        to order Qwest local service, of their right to 
        select a long distance provider of their choice, and 
        upon such customers' request, customers will be 
        provided with a list of the companies available for 
        selection by the customer.  Qwest will require each 
        such Qwest employee or vendor to execute a pledge 
        indicating it has read and understands the policies 
        and procedures.

   10.    In express reliance on the covenants and 
     representations contained herein, the Bureau agrees to 
     terminate the Investigation.
  
   11.    Qwest agrees that it will make a voluntary 
     contribution to the United States Treasury in the 
     amount of one hundred thousand dollars ($100,000) 
     within 10 calendar days after the Effective Date of the 
     Adopting Order.  Qwest must make this payment by check, 
     wire transfer, or money order drawn to the order of the 
     Federal Communications Commission.  The check, wire 
     transfer, or money order should refer to ``Acct. No. 
     200432080142'' 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 Bureau agrees that, 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 that were the subject of the Investigation.  
     The Bureau also agrees that, 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.  Nothing 
     in this Consent Decree shall prevent the Commission or 
     its delegated authority from adjudicating complaints 
     filed pursuant to section 208 or 271 of the Act against 
     Qwest or its affiliates for alleged violations of the 
     Act, or for any other type of alleged misconduct, 
     regardless of when such misconduct took place.  The 
     Commission's adjudication of any such complaint will be 
     based solely on the record developed in that 
     proceeding.

   13.    Qwest 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 Degree and the 
     Order adopting this Consent Decree, provided the Bureau 
     issues an Order adopting the Consent Decree without 
     change, addition or modification.

   14.    Qwest's decision to enter into this Consent Decree 
     is expressly contingent upon the Bureau's 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 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 shall 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 or remedies attendant to the 
     enforcement of a Commission order.

   18.    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 Qwest does not consent) that 
     provision will be superseded by such Commission rule or 
     order.
   19.    This Consent Decree may be signed in counterparts.







________________________________
David H. Solomon
Chief, Enforcement Bureau
Federal Communications 
Commission


________________________________
Date



________________________________
Dan L. Poole
Vice President, Regulatory Law
Qwest Communications 
International Inc.


________________________________
Date


_________________________

1 See Letter from William H. Davenport, Deputy Chief, 
Investigations and Hearings Division, Enforcement Bureau, Federal 
Communications Commission to Melissa E. Newman, Vice President-
Federal Regulatory, Qwest, dated December 15, 2003.

21 See Letter from William H. Davenport, Deputy Chief, 
Investigations and Hearings Division, Enforcement Bureau, 
Federal Communications Commission, to Melissa E. Newman, 
Qwest, dated December 15, 2003 (``Letter of Inquiry''). 

32   47 U.S.C.  272(g)(2).

43   In the Matter of Qwest Communications International 
Inc. and US 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 99-272, 
Memorandum Opinion and Order, 15 FCC Rcd 5376 (2000); 
Memorandum Opinion and Order, 15 FCC Rcd 11909 (2000) 
(collectively, ``Qwest Merger Orders'').

54   In the Matter of Qwest Communications International 
Inc., Order, 18 FCC Rcd 10299 (2003).

65   See Letter from Melissa E. Newman, Vice President-
Federal Regulatory, Qwest to Maureen Del Duca, Chief, 
Investigations and Hearings Division, Enforcement Bureau, 
Federal Communications Commission, dated November 13, 2003 
(``Qwest November 13 Letter'').

76   See Letter of Inquiry.

87 See Qwest Response to December 15, 2003 Letter of 
Inquiry, dated January 26, 2004; Qwest Supplemental Response 
to December 15, 2003 Letter of Inquiry, dated January 29, 
2004; Qwest Second Supplemental Response to December 15, 
2003 Letter of Inquiry, dated March 2, 2004.