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

 
In the Matter of               )       File No. EB-04-IH-0016
                              )
Manhattan                      )       Acct. No.  200432080303
                                       ) )
                                       N)       FRN No.  0004-3651-44 
                                       A L A c c o u n t N o . 
Telecommunications            
                                       ) 
                                       F R N N o .  0 0 0 4 - 3 6 5 1 - 4 4
Corporation

                              ORDER

Adopted: September 23, 2004                  Released: September 
24, 2004  

By the Chief, Enforcement Bureau:

  1.      The Enforcement Bureau (``Bureau'') has been conducting 
     an investigation into possible violations by Manhattan 
     Telecommunications Corporation, a wholly owned subsidiary of 
     Metropolitan Telecommunications Holding Company 
     (``Company''), of section 254 of the Communications Act of 
     1934, as amended,1 and sections 54.706 and 64.6042 and 
     related provisions of the Commission's rules concerning 
     reporting and contribution requirements for the universal 
     service and telecommunications relay service funds.3

  2.      The Bureau and Company 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 or material questions of fact 
     as to whether Company possesses the basic qualifications, 
     including those related to character, to hold or obtain any 
     Commission license or authorization.

5.   Accordingly, IT IS ORDERED, pursuant to section 4(i) of the 
Communications Act of 1934, as amended, 47 U.S.C.  154(i), 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-04-IH-0016
                               )
Manhattan                       )      Acct. No. 200432080303
                                       ) )
                                       N)      FRN No.  0004-3651-44 
                                       A
                                       L 
                                       A
                                       c
                                       c
                                       o
                                       u
                                       n
                                       t 
                                       N
                                       o
                                       . 
Telecommunications            
                                       ) 
                                       F
                                       R
                                       N 
                                       N
                                       o
                                       . 
                                       0
                                       0
                                       0
                                       4
                                       -
                                       3
                                       6
                                       5
                                       1
                                       -
                                       4
                                       4
Corporation 

                       CONSENT DECREE

   1.     The Enforcement Bureau (``Bureau'') of the Federal 
     Communications Commission (``Commission'') and 
     Manhattan Telecommunications Corporation, a wholly 
     owned subsidiary of Metropolitan Telecommunications 
     Holding Company (``Company''), hereby enter into this 
     Consent Decree for the purpose of terminating the 
     Bureau's investigation into whether Company violated 
     the universal service reporting and contribution 
     requirements of section 254 of the Communications Act 
     of 1934, as amended (the ``Act'')4 and sections 54.706 
     and 64.604 of the Commission's rules.5   

   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. ``Company'' means Manhattan 
            Telecommunications Corporation, a wholly owned 
            subsidiary of Metropolitan Telecommunications 
            Holding Company, and any affiliate, d/b/a, 
            predecessor-in-interest, parent companies, any 
            wholly or partially owned subsidiary, or other 
            affiliated companies or businesses and their 
            successors and assigns.

             2)d.   ``Parties'' means Company and the 
               Bureau.

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

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

          2)g. ``Investigation'' means the investigation 
            commenced by the Bureau's February 11, 2004 
            Letter of Inquiry6 regarding whether Company 
            violated the universal service reporting and 
            contribution requirements of section 254 of the 
            Act and sections 54.706 and 64.604 of the 
            Commission's rules.

I.   BACKGROUND

   3.     Pursuant to section 254(d) of the Act and sections 
     54.706 and 64.604 of the Commission's rules, 
     telecommunications carriers that provide interstate 
     telecommunications services are required to file annual 
     and quarterly Telecommunications Reporting Worksheets 
     (FCC Forms 499-A and 499-Q) and contribute to the 
     Universal Service Fund and the Telecommunications Relay 
     Service Fund.7  Company is a reseller of interstate and 
     international long-distance services and subject to the 
     requirements of those sections. 

II.  AGREEMENT

   4.     The Parties agree that the provisions of this 
     Consent Decree shall be subject to final approval by 
     the Bureau, through entry of the Order, which shall 
     immediately resolve and terminate the Investigation.

   5.     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 with the requirements 
     of the Act or the Commission's rules and orders.  The 
     Parties agree that this Consent Decree is for 
     settlement purposes only.

   6.     Company agrees that it will make a voluntary 
     contribution to the United States Treasury in the 
     amount of $60,000, in three equal installments of 
     $20,000 each paid over a three month period, with the 
     first payment due 30 days after the Effective Date and 
     each of the two successive payment due 30 days after 
     the previous payment.  The payments must be made by 
     check or similar instrument, payable to the order of 
     the Federal Communications Commission.  The payment 
     must include ``Acct. No. 200432080303'' and ``FRN No. 
     0004-3651-44.''  Payment by check or money order must 
     be mailed to Forfeiture Collection Section, Finance 
     Branch, Federal Communications Commission, P.O. Box 
     73482, Chicago, Illinois, 60673-7482.  Payment by 
     overnight mail may be sent to Bank One/LB 73482, 525 
     West Monroe, 8th Floor Mailroom, Chicago, IL  60661.  
     Payment by wire transfer may be made to ABA Number 
     071000013, receiving bank Bank One, and account number 
     1165259.

   7.     For purposes of settling the matters set forth 
     herein, Company agrees to implement a compliance 
     program related to future compliance with the Act, the 
     Commission's rules, and the Commission's orders.  The 
     program will include, at a minimum, the following 
     components: 

     (a)  Compliance Manual. The Company shall develop and 
     update as necessary a Compliance Manual.  Company 
     personnel shall have ready access to the Compliance 
     Manual and are to follow the procedures contained in 
     it.  The Compliance Manual will describe the universal 
     service rules and requirements and Telecommunications 
     Relay Service Fund contribution requirements as they 
     apply to Company.  The Compliance Manual will encourage 
     personnel to contact the Company's Legal Department, 
     the Company's Chief Executive and/or Chief Financial 
     Officer with any questions or concerns that arise.

     (b)  Compliance Training Program.  The Company will 
     establish an FCC compliance training program for 
     employees who engage in activities subject to FCC 
     regulation.  Training sessions will be conducted at 
     least annually to ensure compliance with the Act and 
     the FCC's regulations and policies and, for new 
     employees, within the first 30 days of employment.

     (c)  Designated Contact.  The Company will designate 
     one employee as the point of contact for all regulatory 
     compliance matters.

     (d)  Review and Monitoring.  The Company will review 
     the Program annually to ensure that it is maintained in 
     a proper manner and continues to address the objectives 
     set forth therein.

   8.     Company agrees to make timely contributions of its 
     Universal Service Fund contribution amounts and its 
     Telecommunications Relay Service Fund contribution 
     amounts, together with late payment fees, if any, as 
     required by the Commission's rules.  

   9.     The Bureau agrees that 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 Company concerning the matters 
     that were the subject of the Investigation.  The Bureau 
     also agrees that 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 Company with respect to Company's basic 
     qualifications, including its character qualifications, 
     to be a Commission licensee or authorized common 
     carrier.  

   10.    Nothing in this Consent Decree shall prevent the 
     Commission or its delegated authority from acting under 
     section 208 of the Act to adjudicate matters arising 
     under the Act that may involve the Company or any of 
     its affiliates; provided, however, that such 
     adjudication shall be based solely on the record 
     developed in such section 208 proceeding.  Except as 
     expressly provided in this Consent Decree, nothing 
     herein shall prevent the Commission from investigating 
     allegations arising under the Act, the Commission's 
     rules, or this Order that may involve the Company or 
     any of its affiliates.

   11.    Company 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, modification, or deletion.  Company 
     shall retain the right to challenge Commission 
     interpretation of the Consent Decree or any terms 
     contained herein.

   12.    Company'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, modification, or deletion.

   13.    Company represents and warrants that it is the 
     properly named party to this Consent Decree and is 
     solvent and has sufficient funds available to meet 
     fully all financial and other obligations set forth 
     herein.  Company further represents and warrants that 
     it has caused this Consent Decree to be executed by its 
     authorized representative, as a true act and deed, as 
     of the date affixed next to said representative's 
     signature.  Said representative and Company 
     respectively affirm and warrant that said 
     representative is acting in his/her capacity and within 
     his/her authority as a corporate officer on behalf of 
     Company or, if not a corporate officer, is duly 
     authorized to act on behalf of Company with respect to 
     this Consent Decree and that by his/her signature said 
     representative is binding Company to the terms and 
     conditions of this Consent Decree.  Company also 
     represents that it has been represented by counsel of 
     its choice in connection with this Consent Decree and 
     is fully satisfied with the representation of counsel.

   14.    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.

   15.    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 Company nor the 
     Commission shall contest the validity of the Consent 
     Decree or the Adopting Order, and Company shall waive 
     any statutory right to a trial de novo.  Company shall 
     retain the right to challenge Commission interpretation 
     of the Consent Decree or any terms contained herein.

   16.    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 authorized by law 
     attendant to the enforcement of a Commission order.

   17.    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 Company does not consent) that 
     provision will be superseded by such Commission rule or 
     order.

   18.    Company hereby agrees to waive any claims it may 
     otherwise have under the Equal Access to Justice Act, 5 
     U.S.C.  504 and 47 C.F.R.  1.1501 et seq., relating 
     to the matters addressed in this Consent Decree.

   19.    This Consent Decree may be signed in counterparts.






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


________________________________
Date

________________________________
[Name]
[Title] 
Manhattan Telecommunications 
Corporation 


________________________________
Date


_________________________

1 47 U.S.C.  254.

2 47 C.F.R.  54.706, 64.604.

3 See Letter from Hillary S. DeNigro, Deputy Chief, 
Investigations and Hearings Division, Enforcement Bureau, FCC to 
Frank Lazzara, Chief Financial Officer, Manhattan 
Telecommunications Corp. (Feb. 11, 2004) (``LOI'').

4 47 U.S.C.  254.

5 47 C.F.R  54.706 and 64.604.

6 See Letter from Hillary S. DeNigro, Deputy Chief, 
Investigations and Hearings Division, Enforcement Bureau, 
FCC to Frank Lazzara, Chief Financial Officer, Manhattan 
Telecommunications Corp. (Feb. 11, 2004) (``LOI'').

7 47 U.S.C.  254(d); 47 C.F.R.  54.706 and 64.604.