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

In the Matter of                 )
                                )    File No. EB-02-AN-069
Antenna Registration Number:     )    NAL/Acct. No. 20033278001
1059096                          )    FRN # 0001-535-541
Union Oil Company of California  )
POB 196247                       )
Anchorage, AK 99501


                              ORDER

Adopted:  August 4, 2004                Released:     August   6, 
2004 

By the Chief, Enforcement Bureau: 


      1.       In this  Order,  we  adopt  the  attached  Consent 
 Decree  entered into  between the Enforcement  Bureau and  Union 
 Oil  Company  of California  (``Unocal'').  The  Consent  Decree 
 terminates   the   forfeiture  proceeding   initiated   by   the 
 Enforcement  Bureau against Unocal for  its apparent failure  to 
 comply  with the requirements set forth in Sections 17.4(g)  and 
 17.23 of the Commission's Rules (``Rules'').1 

      2.       The Enforcement Bureau and Unocal have  negotiated 
 the  terms of a  Consent Decree that  would resolve this  matter 
 and terminate the forfeiture proceeding.  A copy of the  Consent 
 Decree is attached hereto and incorporated by reference.  

      3.       Based on the record before us, we conclude that no 
 substantial or material questions of fact exist with respect  to 
 this   matter  as   to  whether  Unocal   possesses  the   basic 
 qualifications,  including those related  to character, to  hold 
 or obtain any FCC license or authorization. 

      4.       After reviewing the terms  of the Consent  Decree, 
 we find that the public interest will be served by adopting  the 
 Consent Decree and terminating the forfeiture proceeding. 

      5.       Accordingly,  IT  IS  ORDERED  that,  pursuant  to 
 Sections  4(i) and 503(b) of the Communications Act of 1934,  as 
 amended,2and  Sections  0.111  and  0.311  of  the  Rules,3  the 
 Consent Decree attached to this Order IS ADOPTED.

      6.       IT  IS  FURTHER   ORDERED  that  the   Enforcement 
 Bureau's forfeiture proceeding against Unocal IS TERMINATED.

      7.       IT IS FURTHER  ORDERED that Union  Oil Company  of 
 California  shall make its voluntary contribution to the  United 
 States Treasury, as specified in the Consent Decree, by  mailing 
 a  check or  similar instrument,  payable to  the order  of  the 
 Federal Communications Commission, to the Forfeiture  Collection 
 Section,  Finance  Branch,  Federal  Communications  Commission, 
 P.O.  Box  73482,  Chicago, Illinois  60673-7482.   The  payment 
 should note NAL/Acct. No. 20033278001and FRN 0001-535-541.

      8.       IT IS FURTHER  ORDERED that a  copy of this  Order 
 and  Consent  Decree  shall be  sent  by first  class  mail  and 
 certified  mail, return receipt requested, to Unocal's  counsel, 
 Shannon  W. Martin, Esq.,  Lane Powell Spears  & Lubersky,  LLP, 
 420 L Street, Suite 300, Anchorage, Alaska 99501-1971.

                         FEDERAL COMMUNICATIONS COMMISSION

                         

                         David H. Solomon
                         Chief, Enforcement Bureau
                         CONSENT DECREE



     The  Enforcement   Bureau   (``Bureau'')  of   the   Federal 
Communications Commission (``Commission'') and Union Oil  Company 
of California (``Unocal'') hereby enter into this Consent  Decree 
regarding possible violations  of Sections 17.4(g)  and 17.23  of 
the Commission's Rules (``Rules'') concerning Unocal's  operation 
of  its   registered   antenna   structure,   Antenna   Structure 
Registration (``ASR'')  number 1059096,  located in  the  Swanson 
River  oil  field  15  miles  north  of  Sterling,  Alaska   (the 
``Tower'').

                           Background

     1.   On May 13, 2002, Unocal engaged Nolan Bros. to  conduct 
an  inspection  of  the  Tower.   Nolan  Bros.'  report  of  that 
inspection did not note any FCC violations.       

     2.   On August  15, 2002,  the  Anchorage Office  issued  an 
Official  Notice  of  Violation  ("NOV")  to  Unocal,  specifying 
violation of  Sections  17.4(g)  and  17.23  of  the  Rules.   On 
September 3,  2002,  Unocal  provided  a  written  statement  and 
timeline notifying the FCC  of its intent  to remedy the  matters 
specified by the NOV.  Concomitantly, Unocal contacted its  tower 
inspection and maintenance contractor, Nolan Bros., and requested 
the required changes be made immediately.  The changes were  made 
on or before September  30, 2002, and the  Tower is currently  in 
compliance with 47 C.F.R.  17.4 (g) and 47 C.F.R.  17.23.

     3.   On January  31, 2003,  the  Anchorage Office  issued  a 
Notice of  Apparent  Liability  For Forfeiture4  to  Unocal  (the 
``NAL'') in the amount of  twelve thousand dollars ($12,000)  for  
the apparent willful and repeated violations of Sections 17.4 (g)  
and  17.23 of the Rules by failing to post its ASR number and  to 
maintain proper antenna structure lighting.

     4.        Unocal timely responded to the NAL on February 27, 
2003.

     5.   Unocal has no history of prior offenses  the NOV was 
Unocal's first indication of any violations of FCC regulations.

                           Definitions

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

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

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

          (c) ``Unocal'' means Union Oil Company of California.

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

               (e)   ``Enforcement    Proceeding''   means    the 
investigation  of   the  alleged   Rule  violations   by   Unocal 
culminating in the Notice of Apparent Liability for Forfeiture.

          (f)  Notice of  Apparent  Liability for  Forfeiture  or 
``NAL'' means  Union Oil  Company  of California,  NAL/Acct.  No. 
20033278001 (Enf. Bur.,  Anchorage Office,  released January  31, 
2003).

          (g)  ``Rules'' means  the Commission's  Rules found  in 
Title 47 of the Code of Federal regulations.

          (h)  ``Act'' means the Communications Act of 1934, as 
amended, 47 U.S.C. 151 et seq.
          
          (i) ``Adopting Order'' means an order of the Bureau 
adopting this Consent Decree.

          (j) ``Effective Date'' means the date the Adopting 
Order is released by the Bureau.

           (k)  ``Compliance  Plan''  means  the  processes   and 
procedures developed by Unocal in an effort to ensure  compliance 
with the FCC's Rules  regarding antenna structures registered  in 
accordance  with 47  C.F.R.   17.4, as  summarized in   Appendix 
``A,'' attached to this Consent Decree.      

                       Terms of Settlement

     7.   The Parties agree that  the provisions of this  Consent 
Decree shall  be  subject to  final  approval by  the  Bureau  by 
incorporation of  such provisions  by reference  in the  Adopting 
Order.

     8.   The Parties agree that this Consent Decree shall become 
binding on the Parties on the Effective Date.   Upon release, the 
Adopting Order and this Consent Decree shall have the same  force 
and effect as  any other final  order of the  Commission and  any 
violation of the terms or conditions of this Consent Decree shall 
constitute a violation of a Commission order.

     9.   Unocal acknowledges  that the  Bureau has  jurisdiction 
over the  matters  contained  in  this  Consent  Decree  and  the 
authority to enter into and adopt this Consent Decree. 

     10.  The Parties  waive any  rights they  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 Adopting Order, provided that the Adopting 
Order adopts  the  Consent  Decree without  change,  addition  or 
modification.

     11.  Unocal  waives  any  rights  it  may  have  under   any 
provision of the Equal Access to Justice Act, 5 U.S.C.  504  and 
47 C.F.R.  1.1501 et seq., relating to the matters discussed  in 
this Consent Decree.

     12.   The Parties  agree that this  Consent Decree does  not 
constitute either an adjudication on  the merits or a factual  or 
legal finding or determination of any compliance or noncompliance 
with the Act or the Rules.   The Parties further agree that  this 
Consent Decree  is  for  settlement purposes  only  and  that  by 
agreeing to this Consent  Decree, Unocal does  not admit or  deny 
any liability  for violating  the Rules  in connection  with  the 
matters that are the subject of this Consent Decree.

     13.  In   express    reliance   on    the   covenants    and 
representations in  this Consent  Decree,  the Bureau  agrees  to 
terminate the Enforcement Proceeding at such time as both Parties 
sign this  Consent  Decree and  the  Bureau adopts  this  Consent 
Decree. 

     14.    Unocal  agrees  to  implement  its  Compliance   Plan 
covering  tower  acquisitions,  construction  or  alteration   of 
towers, monitoring  of lighting,  records of  light outages,  NOV 
responses and training  (summary of Compliance  Plan attached  as 
Appendix ``A.).''   Unocal  may  modify the  Compliance  Plan  as 
necessary  to  better  ensure  continuing  compliance  with   the 
Commission's Rules, and will contemporaneously notify the  Bureau 
in writing of any such modification.  Any such modification  will 
not take effect until 25 calendar days after the Bureau's receipt 
of  Unocal's  notification.   If  the  Bureau   finds  that   the 
modification is inconsistent with the terms of the Consent Decree 
or the Commission's rules or policies, it may disapprove any such 
modification in writing within 25  calendar days of the  Bureau's 
receipt of Unocal's notification.

     15.  The Parties  acknowledge and  agree that  this  Consent 
Decree shall constitute  a final and  binding settlement  between 
Unocal and  the  Bureau  regarding  the  possible  violations  of 
Sections 17.4(g) and 17.23 of the Rules specified by the NAL.  In 
consideration for termination  by the Bureau  of the  Enforcement 
Proceeding and  in  accordance with  the  terms of  this  Consent 
Decree, Unocal  agrees to  the terms  set forth  in this  Consent 
Decree

     16.  The Bureau agrees that it will not institute on its own 
motion, any new proceeding, formal  or informal, take any  action 
on its own motion, or recommend to the Commission any  forfeiture 
or other sanction, against Unocal for the possible violations  of 
Sections 17.4(g) and  17.23 of  the Rules specified  by the  NAL. 
Nothing in  this Consent  Decree shall  prevent the  Bureau  from 
instituting investigations  or  enforcement  proceedings  against 
Unocal in the event of any other alleged misconduct that violates 
this Consent Decree or that violates any provision of the Act  or 
the Rules. 

     17.  The Parties agree that each is required to comply  with 
each individual condition of this Consent Decree that applies  to 
it.  Each  specific  condition is  a  separate condition  of  the 
Consent Decree as approved.  To  the extent that Unocal fails  to 
satisfy any condition, in the absence of Commission alteration of 
the condition, it will be deemed noncompliant and may be  subject 
to possible  future  enforcement  action  with  respect  to  such 
failure to satisfy the condition.

     18.  The Parties agree  that any provision  of this  Consent 
Decree which conflicts with any subsequent rule, order of general 
applicability or other decision of general applicability  adopted 
by the Commission  will be  superseded by  such Commission  rule, 
order or other decision. 

     19.  Unocal agrees to make  a voluntary contribution to  the 
United States Treasury  in the  amount of  five thousand  dollars 
($5,000) within thirty  (30) days  of the  Effective Date.   Such 
contribution shall be made, without further protest or  recourse, 
by  credit  card  through   the  Commission's  Debt  and   Credit 
Management Center at  (202) 418-1995,  or by mailing  a check  or 
similar  instrument,  payable  to   the  order  of  the   Federal 
Communications  Commission,   to   the   Federal   Communications 
Commission, Forfeiture Collection  Section, Finance Branch,  P.O. 
Box 73482,  Chicago,  Illinois 60673-7482.   The  payment  should 
reference NAL/Acct. No. 20033278001 and FRN 0001-535-541.

     20.  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 Unocal  nor the Commission shall  contest 
the continuing validity of the Consent Decree or Adopting  Order.  
The Parties agree to comply with, defend and support the validity 
of this Consent Decree and  the Adopting Order in any  proceeding 
seeking to nullify, void, or otherwise modify the Consent  Decree 
or the Adopting Order.

     21.  The Parties agree that in  the event that any court  of 
competent jurisdiction renders this Consent Decree invalid,  this 
Consent Decree shall become null and void and may not be used  in 
any manner in any legal proceeding. 

     22.  This  Consent  Decree  cannot  be  modified  except  as 
indicated in paragraph 14.







     23.  This Consent Decree may be signed in counterparts.
      
FEDERAL COMMUNICATIONS              
COMMISSION ENFORCEMENT BUREAU
                                   

By: _____________________
David H. Solomon                   
Chief, Enforcement Bureau                    
                                                                 
Date:   ______________________               



UNION OIL COMPANY OF
CALIFORNIA


By: _______________________
Kevin A. Tabler
Its Attorney-In-Fact


Date:   ___________________


                           APPENDIX A


               Summary of Part 17 Compliance Plan
                               of
          Union Oil Company of California (``Unocal'')

          As part of  its effort  to ensure  compliance with  the 
Communications Act of 1934, as  amended, and the FCC's rules  and 
regulations,  Unocal's  IT/Telecommunications  group  (the  ``FCC 
Specialists'') developed,  and will  implement and  oversee,  the 
following Compliance Plan, which shall apply to Unocal's  Swanson 
River Tower, ASR No. 1059096, and any and all towers  hereinafter 
acquired, constructed, or altered, for which an ASR number  shall 
be required as set forth in paragraphs 1 and 2 below.App. 1

     1.   Tower Acquisitions: During  pre-closing due  diligence, 
Unocal corporate  personnel will  obtain the  ASR number  of  all 
towers being acquired.  Prior to closing, Unocal will have  field 
personnel inspect each  tower to  identify and  require that  the 
seller complete  (or at  least initiate)  corrective measures  to 
bring the towers into compliance. 

     2.   Construction/Alteration: Responsibility for FAA and FCC 
compliance has  been vested  with the  FCC Specialists,  although 
they may delegate  completion of  specific tasks  to third  party 
contractors, who  will  be required  to  adhere to  a  compliance 
inspection schedule  established by  the FCC  Specialists and  to 
report  timely  the  results  of  such  inspections  to  the  FCC 
Specialists.  Prior  to construction  or alteration  of a  tower, 
Unocal will seek a ``No Hazard'' Determination from the FAA.   If 
necessary, the tower will then be registered with the FCC.   Once 
regulatory  approvals  have   been  obtained,   the  project   or 
construction manager must  obtain approval  from the  appropriate 
FCC Specialist  before  construction may  commence.   Appropriate 
signs must  be posted  at  this junction,  and lighting  must  be 
installed at the appropriate points during construction.   Within 
24 hours  after  construction ceases  or  the tower  reaches  its 
greatest height,  the  construction project  manager  must  again 
obtain confirmation from the  FCC Specialist confirming that  all 
construction obligations have been satisfied.   

     3.   Monitoring of Lighting and Signage: Responsibility  for 
monitoring lighting and signage on  Unocal towers is vested  with 
the  FCC  Specialists,  although   such  responsibility  may   be 
delegated to third  party contractors.   Pursuant to  47 C.F.R   
17.48, when a  lighting outage  is detected, a  Notice to  Airman  
(``NOTAM'') will be requested from  the FAA if the outage  cannot 
be corrected  within 30  minutes.  Failure  of remote  monitoring 
equipment or other communications failure will not relieve Unocal 
of  its  responsibility  for  compliance  with  FCC  regulations.  
Unocal will provide  the FAA  with the  information necessary  to 
conduct a thorough  obstruction evaluation  and airport  airspace 
analysis.  The data required consists of:

       1.a)    USGS topographical maps  marked with the  location 
          of  each  Unocal  structure  along  with  notations  on 
          corresponding frequencies and power (in watts).

       1.b)    Completed FAA Forms 7460-1 for each structure.

In order to assure regulatory compliance with respect to  signage 
and lighting requirements, Unocal will populate its  computerized 
maintenance  management   system  (CMMS)   with  each   structure 
identified by the FAA and/or FCC as requiring registration and/or 
periodic evaluation, and FCC inspections will be scheduled in the 
CMMS.  A designated CMMS Administrator  will monitor FCC and  FAA 
daily mailings and web sites  for regulations changes and  update 
the CMMS if and  when any regulatory  changes take place.   Roles 
and responsibilities will  be documented  to assure  the CMMS  is 
updated  in  a  timely  manner  and  that  associated   policies, 
procedures and controls are in  place and working on a  continual 
basis.  

4.   Records of Light  Outages: Unocal will  maintain records  of 
all observed or  otherwise known lighting  outages or  improperly 
functioning lights  in accordance  with the  FCC's Rules.   These 
records will  include  the  nature  of  the  outage  or  improper 
functioning; the date or time the outage or improper  functioning 
was observed  or  otherwise  noted;  the date  and  time  of  FAA 
notification, if applicable;  and the  date, time  and nature  of 
adjustments, repairs or replacements made.

5.   NOV  Responses:  Unocal  will   update  the  FCC's   Antenna 
Structure Registration  Database visa  via the  worldwide web  at 
``http://wireless.fcc.gov/antenna/'' in  order  to list  its  FCC 
Specialists as  contacts,  and to  help  ensure NOVs  are  timely 
received.   The  FCC  Specialists  are  responsible  for   timely 
responding to NOVs,  in consultation with  the appropriate  field 
personnel,  Unocal's  corporate  legal  department  and   outside 
counsel.
 
6.   Training:  Unocal  is   refining  its  internal   compliance 
memoranda, which covers  topics including  FAA Notification,  FAA 
Antenna Structure  Registration and  Sign Posting,  and  Lighting 
Requirements and NOTAM procedures.  These memoranda and  Unocal's 
training will be regularly  refined as necessary and  appropriate 
to effect improvements in  compliance matters.  In addition,  the 
FCC Specialists will train all new employees with FCC and/or  FAA 
regulatory responsibilities.

      
_________________________

1 47  C.F.R.    17.4(g)  and 17.23.   See  Notice  of  Apparent 
Liability for Forfeiture, NAL/Acct.  No. 20033278001 (Enf.  Bur., 
Anchorage Office, released January 31, 2003).

2 47 U.S.C.  4(i) and 503(b).

3 47 C.F.R.  0.111, 0.311.

4 Notice  of Apparent  Liability  for Forfeiture,  NAL/Acct.  No. 
20033278001 (Enf. Bur.,  Anchorage Office,  released January  31, 
2003).

App. 1 The scope of the Compliance Plan is restricted to Unocal's 
Alaska  Business  Unit  operations.   Of  Unocal's  Alaska  tower 
inventory, the  Swanson River  tower is  the only  one  currently 
exceeding 200  feet  for which  an  ASR number  pursuant  to  FCC 
regulations is required.