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


In the Matter of               )       File No. EB-04-IH-0271
                              )
AT&T Corp.                     )       Acct. No. 200532080021
                              )
Compliance with Rules          )       FRN:  0005937974
Regarding                      )
Thousands-Block Number Pooling 




                              ORDER

          Adopted:  December 21, 2004             Released:  
     December 21, 2004   

By the Chief, Enforcement Bureau:

  1.      In this Order, we adopt a Consent Decree terminating an 
     investigation into possible violations by AT&T Corp. 
     (``AT&T'') of sections 52.15 and 52.20(c) of the 
     Commission's rules,1 with respect to thousands-block number 
     pooling in certain rate centers.2  

  2.      The Enforcement Bureau (``Bureau'') and AT&T 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 we conclude that there 
     are no substantial or material questions of fact with 
     respect to this matter as to whether AT&T 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 section 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, D.C. 20554




In the Matter of                 )    File No. EB-04-IH-0271
                                )
AT&T Corp.                       )    Acct. No. 200532080021
                                )
Compliance with Rules Regarding  )    FRN:  0005937974
Thousands-Block Number Pooling   )



                         CONSENT DECREE


I.  INTRODUCTION

  1.      The Enforcement Bureau (``Bureau'') of the Federal 
Communications Commission (the ``FCC'' or the ``Commission'') and 
AT&T Corp. (``AT&T''), by their authorized representatives, 
hereby enter into this Consent Decree to resolve an investigation 
(the ``Investigation'') by the Bureau regarding alleged violation 
by AT&T of Sections 52.15 and 52.20(c) of the Commission's 
rules,3 with respect to thousands-block number pooling in certain 
rate centers.  The Investigation was undertaken pursuant to 
sections 4(i), 4(j), 218, and 403 of the Communications Act.4


II.  DEFINITIONS

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

     (a)  ``Adopting Order'' means an Order of the Bureau 
     adopting the terms and conditions of this Consent Decree 
     without change, addition or modification.

     (b)  ``AT&T'' or the ``Company'' means AT&T Corp., and any 
     affiliate, d/b/a, predecessor-in-interest, parent companies 
     and any direct or indirect subsidiaries of such parent 
     companies, or other affiliated companies or businesses, and 
     their successors and assigns.

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

     (d)  ``Communications Act'' or ``Act'' means the 
     Communications Act of 1934, as amended, 47 U.S.C.  151 et 
     seq.
                                       
     (e)  ``Effective Date'' means the date on which the Bureau 
     releases the Adopting Order.

     (f)  The ``FCC'' or the ``Commission'' means the Federal 
     Communications Commission.

     (g)  ``Investigation'' means the investigation commenced by 
     the Bureau's Letter of Inquiry dated September 29, 2004, 
     regarding AT&T's alleged noncompliance with Sections 52.15 
     and 52.20(c) of the Commission's rules.

     (h)  ``Parties'' means AT&T and the Bureau. 


III.  BACKGROUND

  3.      On September 29, 2004, the Enforcement Bureau issued a 
Letter of Inquiry (``LOI'') to AT&T and initiated an 
investigation concerning AT&T's compliance with thousands-block 
number pooling regulations, and requested that AT&T provide 
certain documents and other information with respect to 113 
specifically identified rate centers.5  AT&T submitted its 
initial response to the LOI on October 25, 2004, and filed a 
supplement to that response on November 5, 2004.6

  4.      Section 52.20(b) of the Commission's rules provides 
that all carriers, except those exempted by the Commission, must 
participate in thousands-block number pooling where the 
Commission implements such a system, and in accordance with a 
Commission-established framework and schedule.7  Section 52.15 of 
the Commission's rules provides, inter alia, that in areas where 
thousands-block numbering pooling has been implemented, 
telecommunications carriers that are required to participate must 
submit to the North American Numbering Plan Administrator 
(``NANPA'') semi-annual forecasts of their yearly numbering 
resource requirements at the thousands-block level for each rate 
center.8  

  5.      AT&T states that it submitted a Numbering Resource 
Utilization and Forecast (``NRUF'') Report, FCC Form 502, at the 
thousands-block level to the NANPA for the reporting periods 
ending December 31, 2003 and June 30, 2004 for each rate center 
in which AT&T has numbering resources.  AT&T also states that the 
thousands-block forecast data was subsequently entered into the 
Pooling Administration System (``PAS'') and thereby submitted to 
the Pooling Administrator (``PA'').9

  6.      Section 52.20(c)(1) of the Commission's rules requires 
all service providers that are required to participate in 
thousands-block number pooling to donate thousands-blocks with 
ten percent or less contamination to the thousands-block number 
pool for the rate center within which the numbering resources are 
assigned.10  Notwithstanding the contamination level of the 
block, the Commission allows service providers to retain at least 
one thousands-block per rate center as an initial or footprint 
block, as well as enough thousands-blocks to meet their six-month 
projection forecasts for the rate center.11  The Commission 
otherwise allows service providers to maintain an inventory of 
telephone numbers to meet their needs for six months.12  Section 
52.15(g)(3)(iii) of the Commission's rules requires service 
providers to maintain no more than a six-month inventory of 
telephone numbers in each rate center or service area in which 
they provide telecommunications service.13   

  7.      AT&T states that, following the commencement of 
Commission-mandated number pooling in 2001, it conducted an 
inventory of its numbers to determine its initial six-month 
numbering inventory requirements for each NPA entering the 
pool.14  AT&T further states that it has subsequently continued 
to review its inventory requirements and has donated to the 
numbering pool a total of 521 thousands-blocks of numbers in 58 
of the rate centers identified in Bureau's LOI.15  However, in 
response to the Bureau's investigation of its practices, AT&T has 
confirmed its willingness to review and revise its inventory 
management methods.16


IV.  AGREEMENT

  8.      AT&T agrees that the Commission has jurisdiction over 
it and the matters contained in this Consent Decree and the 
authority to enter into and adopt this Consent Decree.

  9.      AT&T 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.  AT&T 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 AT&T respectively affirm and warrant that said 
representative is acting in his/her capacity and within his/her 
authority as a corporate officer of AT&T, and on behalf of AT&T 
and that by his/her signature said representative is binding AT&T 
to the terms and conditions of this Consent Decree.

  10.     The Parties agree that this Consent Decree does not 
constitute either an adjudication on the merits or a factual or 
legal finding regarding any compliance or noncompliance with the 
requirements of the Act and the Commission's orders and rules.  
The Parties agree that this Consent Decree is for settlement 
purposes only and that by agreeing to this Consent Decree, AT&T 
does not admit or deny any wrongdoing, non-compliance, or 
violation of the Act or the Commission rules in connection with 
the matters that are the subject of this Consent Decree.  

  11.     In consideration for the termination of the 
Investigation in accordance with the terms of this Consent 
Decree, AT&T shall make a voluntary payment to the United States 
Treasury, without further protest or recourse to a trial de novo, 
in the amount of one hundred thousand dollars ($100,000.00) 
within ten (10) business days after the Effective Date of the 
Adopting Order.  The payment may be made by check or similar 
instrument, payable to the order of the Federal Communications 
Commission.  The payment must include the Acct. No. and FRN No. 
referenced above.  Payment by check or money order must be mailed 
to Forfeiture Collection Section, Finance Branch, Federal 
Communications Commission, P.O. Box 73482, Chicago, IL, 60673-
7482.  Payment by overnight mail must be sent to Bank One/LB 
73482, 525 West Monroe, 8th Floor Mailroom, Chicago, IL 60661.  
Payment by wire transfer must be made to ABA Number 071000013, 
receiving bank Bank One, and account number 1165259. 

  12.     In order to resolve and terminate the Investigation, 
and to ensure compliance with the Commission's thousands-block 
number pooling rules, AT&T shall implement the actions described 
below, i.e., a Compliance Plan:

     a)  Forecasts & Reports.  AT&T shall file telephone 
     numbering forecasts and reports in compliance with the 
     Industry Numbering Committee's ``Thousands-Block Number 
     (NXX-X) Pooling Administration Guidelines'' (and any 
     amendments thereto or replacement thereof), in a form 
     satisfactory to the PA.

     b)  Forecasting Procedures.  By no later than June 30, 2005, 
     AT&T shall establish and maintain procedures to:

          1) Generate a telephone number level forecast every six 
          months by rate center for all rate centers in which 
          AT&T holds numbering resources and is required to 
          submit forecasts at the thousands-block level, 

          2) Generate thousands-block level forecasts every six 
          months by rate center for all such rate centers,

          3) Compare the telephone number level forecast by rate 
          center with its thousands-block inventory in each such 
          rate center, and

          4) Donate any excess block inventory identified by the 
          measures described above, net of any blocks that may be 
          retained as ``footprint blocks'', or that may be 
          retained due to contamination, customer-specific number 
          assignments or other exceptions authorized by the 
          Commission.

     c)  Initial Donations.  AT&T shall review its number 
     inventories in each of the rate centers identified by the 
     Bureau in the September 29 LOI, and return to the pool, on 
     or before December 31, 2004, any excess inventory from the 
     rate centers identified in the September 29 LOI:

     d)  Donations.  AT&T shall review its numbering inventories 
     for the remaining rate centers in which AT&T holds numbering 
     resources and is required to submit forecasts at the 
     thousands-block level and return any excess inventory to the 
     pool:

          1) Commencing with an initial donation of numbers on or 
          before January 7, 2005, 

          2) Following with donations each week thereafter of any 
          excess inventory that is identified, and



          3) Completing the review and donation process on or 
          before June 30, 2005 (the entire period from the 
          Effective Date until July 1, 2005 constituting the 
          ``Donation Period'').

     e)  Certification of Donations.  AT&T shall certify in 
     writing to the Bureau its compliance with paragraphs 12(c) 
     and 12(d) on January 15, 2005, April 1, 2005, and July 1, 
     2005. 

     f)  Compliance Manual.  AT&T shall within sixty days of  the 
     Effective Date develop and update as necessary a  Compliance 
     Manual on  thousands-block number  pooling.  AT&T  personnel 
     shall have ready  access to the  Compliance Manual and  must 
     follow the procedures  contained in it.   The manual  shall, 
     among other things,  describe the  North American  Numbering 
     Plan  and  Thousands-Block  Number  Pooling   Administration 
     Guidelines and how they apply to AT&T.

     g)  Compliance Training Program.  AT&T shall within sixty 
     days of the Effective Date establish a thousands-block 
     number pooling compliance training program for employees who 
     engage in thousands-block number pooling activities.  AT&T 
     shall conduct training sessions at least annually to ensure 
     compliance with the Act and the FCC's policies and rules, 
     and, for any new employee, within 30 days of employment.  

     h)  Designated Compliance Officer.  AT&T shall designate a 
     Compliance Officer, within thirty days of the Effective 
     Date, to serve as a point of contact for keeping responsible 
     personnel informed of the Commission's and the Pooling 
     Administrator's thousands-block number pooling requirements.  
     In addition, the Designated Compliance Officer shall review 
     the Compliance Plan annually to ensure that it is maintained 
     in a proper manner and continues to address the objectives 
     set forth herein.

     i)  Termination.  Except as otherwise stated, the 
     requirements of paragraph 12 shall expire twenty-four months 
     from the Effective Date.

  13.     The Parties agree and acknowledge that this Consent 
Decree shall constitute a final settlement of the Investigation.  
In express reliance on the covenants and representations 
contained herein, and in order to avoid the potential expenditure 
of additional public resources, the Bureau agrees to terminate 
the Investigation.  In consideration for the termination of this 
Investigation, AT&T agrees to the terms, conditions, and 
procedures contained herein.  The Bureau agrees that, in the 
absence of new material evidence related to this matter, it will 
not use the facts developed in the Investigation or the existence 
of the Consent Decree, to initiate, on its own motion, any new 
proceedings, formal or informal, or take any actions on its own 
motion against AT&T concerning the matters that were the subject 
of this Investigation.  In addition, the Bureau will not, on its 
own motion, seek any administrative or other penalties from AT&T 
concerning AT&T's compliance with the Commission's orders and 
regulations regarding reporting, forecasting and donation of 
numbers for its activities during the Donation Period, as long as 
AT&T complies with the requirements set forth in subparagraphs 
12(a), 12(b), 12(c), and 12(d) above.  Nothing in this paragraph 
shall limit the Commission's authority to enforce this Consent 
Decree in accordance with its terms, nor shall anything in this 
Consent Decree limit the Commission's authority to consider and 
adjudicate any formal complaint that may be filed pursuant to 
section 208 of the Act, 47 U.S.C. Section 208, and to take any 
action in response to such complaint.

  14.     Except as provided herein, nothing in this Consent 
Decree shall alter AT&T's obligation to comply with the Act and 
with the Commission's rules and orders. 
     
  15.     AT&T 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 Order adopts the Consent Decree without change, 
addition, or modification.

  16.     AT&T's decision to enter into this Consent Decree is 
expressly contingent upon the Bureau's issuance of an Adopting 
Order.

  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.     The Parties also agree that if any provision of this 
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 AT&T does not 
consent) that provision will be superseded by such Commission 
rule or order.

  19.     By this Consent Decree, AT&T does not waive or alter 
its right to assert and seek protection from disclosure of any 
privileged or otherwise confidential and protected documents and 
information, or to seek appropriate safeguards of confidentiality 
for any competitively sensitive or proprietary information.  The 
status of materials prepared for, reviews made and discussions 
held in the preparation for and implementation of AT&T's 
compliance efforts under this Consent Decree, which would 
otherwise be privileged or confidential, are not altered by the 
execution or implementation of the terms of this Consent Decree, 
and no waiver of such privileges is made by this Consent Decree.  
Nothing in this Consent Decree shall be deemed to prejudice 
AT&T's rights to seek exemption from disclosure pursuant to the 
Freedom of Information Act and the Commission's implementing 
regulations for documents provided by AT&T to the Commission, or 
for AT&T to contest any request for disclosure of agency records 
relating to the subject of this Consent Decree.

  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 AT&T nor the Commission shall contest the 
validity of the Consent Decree or the Adopting Order, and AT&T 
and the Commission will waive any statutory right to a trial de 
novo with respect to the issuance of the Adopting Order and shall 
consent to a judgment incorporating the terms of this Consent 
Decree.

  21.     AT&T agrees that any violation of the Consent Decree or 
the Adopting Order will constitute a separate violation of a 
Commission order, entitling the Commission, or its delegated 
authority, to exercise any rights or remedies attendant to the 
enforcement of a Commission order.

  22.     This Consent Decree may be signed in counterparts.



For: AT&T Corp.


_____________________________      __________________________
Date                               Hossein Eslambolchi           
                              President - AT&T Global Networking 
Technology Services
                              AT&T CTO & CIO      
For: Enforcement Bureau
     Federal Communications Commission  
               
______________________________          
__________________________
Date                                    David H. Solomon
                              Chief, Enforcement Bureau
_________________________

1 47 C.F.R.  52.15, 52.20(c).
2 Letter from Hillary S. DeNigro, Deputy Chief, Investigations 
and Hearings Division, Enforcement Bureau, Federal Communications 
Commission, to David Dorman, Chief Executive Officer, AT&T Corp. 
(September 29, 2004).
3 47 C.F.R.  52.15, 52.20(c).
4 47 U.S.C.  154(i), 154(j), 218 and 403.
5 See Letter dated September 29, 2004 from Hillary S. DeNigro, 
Deputy Chief, Investigations and Hearings Division, Enforcement 
Bureau, FCC, to David Dorman, AT&T Corp (``September 29 LOI'').
6 See Letter dated October 25, 2004 from Richard A. Rocchini, 
Senior Attorney, AT&T to Mika Savir, Attorney, Investigations and 
Hearings Division, Enforcement Bureau, FCC (``AT&T Response''); 
Letter dated November 5, 2004 from Richard A. Rocchini, Senior 
Attorney, AT&T to Mika Savir, Attorney, Investigations and 
Hearings Division, Enforcement Bureau, FCC (``AT&T Supplement'').
7 47 C.F.R.  52.20(b).
8 47 C.F.R.  52.15.
9 See AT&T Response at 1-2 and Exhibits A and B.  AT&T states 
that, based on its understanding of appropriate practices, in 
submitting its thousands-number block forecast to the PA, in most 
cases, it placed a zero in those rate centers in a Numbering Plan 
Area (``NPA'') in which it did not expect to need numbers, and 
left remaining rate centers in such NPAs blank.  AT&T Response at 
2.  AT&T states that the PA apparently interpreted this process 
as a failure to submit a report for those rate centers.  AT&T 
states that it has amended its PAS input for the reporting period 
to comply with the PA's acceptable format, and submitted revised 
data to the PA on October 25, 2004.  Id. at 2-3.
10 47 C.F.R.  52.20(c)(1).  In the 310 and 909 area codes in 
California, the contamination level is twenty-five percent or 
less.  See Numbering Resources Optimization, Petition of the 
California Public Utilities Commission for Waiver of the Federal 
Communications Commission Contamination Threshold Rule, Order, 18 
FCC Rcd 16860 (2003).
11 47 C.F.R. 52.20(c)(2); Numbering Resource Optimization, 
Report and Order and Further Notice of Proposed Rulemaking, 15 
FCC Rcd 7574, 7661-61  191 (2000) (``NRO Order'').  
12 47 C.F.R.  52.20(c)(2); NRO Order, 15 FCC Rcd at 7660  189.
13 47 C.F.R.  52.15(g)(3)(iii).
14 See AT&T Response at 3 and Exhibit D.
15 See id at 4 and Exhibit E; AT&T Supplement at 3.
16 See AT&T Response at 3; AT&T Supplement at 5.