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


In the Matter of                 )    File No. EB-04-IH-0469
                                )
MCI, Inc.                        )    Account No. 200532080120
                                )
Compliance with Rules Regarding  )    FRN No. 0010856284
Thousands-Block Number Pooling   )
                                )

                              ORDER

          Adopted:  February 2, 2005              Released:  
     February 3, 2005    

By the Chief, Enforcement Bureau:

  1.      In this Order, we adopt a Consent Decree terminating an 
     investigation into possible violations by MCI, Inc. 
     (``MCI'') 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 MCI 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.      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.

  5.      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-0469
                                )
MCI, Inc.                        )    Account No. 200532080120
                                )
Compliance with Rules Regarding  )    FRN No. 0010856284
Thousands-Block Number Pooling   )


                         CONSENT DECREE

I.  INTRODUCTION

  1.   The Enforcement Bureau (``Bureau'') of the Federal 
       Communications Commission (the ``FCC'' or the 
       ``Commission'') and MCI, Inc. (``MCI''), by their 
       authorized representatives, hereby enter into this 
       Consent Decree to resolve an investigation (the 
       ``Investigation'') by the Bureau regarding alleged 
       violation by MCI 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)  ``MCI'' or the ``Company'' means MCI, Inc. 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 MCI's alleged noncompliance with Sections 52.15 
     and 52.20(c) of the Commission's rules.

     (h)  ``Parties'' means MCI and the Bureau. 


III.  BACKGROUND

  3.   On September 29, 2004, the Enforcement Bureau issued a 
       Letter of Inquiry (``LOI'') to MCI and initiated an 
       investigation concerning MCI's compliance with thousands-
       block number pooling regulations, and requested that MCI 
       provide certain documents and other information with 
       respect to 71 specifically identified rate centers.5  MCI 
       submitted its initial response to the LOI on October 27, 
       2004, and filed supplements to that response on November 
       9, 2004 and December 9, 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.   MCI 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 MCI has numbering 
       resources.  MCI 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.   MCI 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.  MCI further states that it has 
       subsequently continued to review its inventory 
       requirements and between January and August 2004 donated 
       or returned approximately 56 thousands-blocks of numbers 
       to the rate center within which the numbering resources 
       are assigned.14  Additionally, after receiving the 
       September 29 LOI, MCI conducted an additional audit and 
       returned or donated an additional 656 thousands-blocks of 
       numbers for the 71 rate centers identified in the 
       September 29 LOI.15  In response to the Bureau's 
       investigation of its practices, MCI has confirmed its 
       willingness to review and revise its inventory management 
       methods for all its rate centers.


IV.  AGREEMENT

  8.   MCI agrees that the Commission and its delegated 
       authority, the Bureau, have jurisdiction over it and the 
       matters contained in this Consent Decree and the 
       authority to enter into and adopt this Consent Decree.

  9.   MCI 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.  MCI 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 
       MCI respectively affirm and warrant that said 
       representative is acting in his/her capacity and within 
       his/her authority as a corporate officer of MCI, and on 
       behalf of MCI and that by his/her signature said 
       representative is binding MCI 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, MCI 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, MCI 
       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 in the 
       Adopting Order.  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, MCI shall implement the 
       actions described below, i.e., a Compliance Plan:

     (a)  Forecasts & Reports.
     MCI will 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).

     (b)  Initial Audit of Remaining Potential Donations of 
          Thousands-Blocks

       1.      Initial Audit.  A number pooling audit team 
          (``Audit Team'') will review all thousands-blocks in 
          all the remaining 1,445 rate centers in addition to 
          those 71 rate centers identified in the September 29 
          LOI.   The Audit Team will review MCI's six-month 
          inventory requirements and identify all thousands-
          blocks that are potentially subject to donation or 
          return pursuant to applicable Commission regulations.

       2.      Audit Review Process.  MCI's Number Resource 
          Management Support Team, a group that supports both 
          MCI's Numbering and Service Delivery Support Division 
          and its Number Administration Division by verifying and 
          auditing numbering data, will conduct a second review 
          of all of the potentially donatable blocks the Audit 
          Team has identified to verify that each block 
          identified does not exceed applicable federal and state 
          contamination thresholds. 

       3.      Confirmation and Referral Process.  Upon 
          completion of the Number Resource Management Support 
          Team's audit review described in 12(b)(2) above, the 
          Audit Team will confer with the Number Resource 
          Management Support Team to confirm the eligibility of 
          the identified blocks.  The Audit Team will then make 
          an appropriate referral of eligible blocks to the Code 
          Administration Team to donate and/or return the 
          thousands blocks to the Pooling Administrator.

       4.      Donation and Return.  MCI's Code Administration 
          Team will make all appropriate donations and returns to 
          the Pooling Administrator on a rolling basis, as such 
          eligible blocks are identified.

       5.      Supervision and Tracking.  MCI shall designate a 
          Project Manager in MCI's Numbering and Service Delivery 
          Support Division to supervise directly the activities 
          described in this paragraph.  The Project Manager will 
          track the progress of the various teams described above 
          and will provide a weekly report of the percent of 
          completion and identify any issues that MCI's senior 
          management may need to address.  Each week a Manager in 
          MCI's Numbering Administration Division, a subdivision 
          of MCI's Numbering and Service Delivery Support 
          Division that has primary responsibility for acquiring, 
          monitoring, and managing MCI's numbering resources, 
          will review and report the status of the audit to a 
          Senior Manager in MCI's Numbering and Service Delivery 
          Support Division. 

       6.      Deadline.  The review and donation process 
          described above shall be completed on or before June 
          30, 2005 (the entire period from the Effective Date 
          until July 1, 2005 constituting the ``Donation 
          Period'').  With no less than 30 days notice prior to 
          June 30, 2005, MCI may seek, and the Bureau will 
          consider, an additional 30-day extension of time for 
          good cause shown.

     (c)  Audits of Potential Donations of Thousands-Blocks Going 
Forward
     MCI will perform number resource audits consistent with the 
     process detailed above, as appropriate.  At the conclusion 
     of each audit, MCI will donate or return eligible blocks in 
     excess of its forecasted six-month capacity, following, 
     where appropriate, the preparation and filing of MCI's NRUF 
     reports and the Pooling Block Forecasts submitted to the 
     Pooling Administrator via the PAS.

     (d)  Compliance Training Program.  
     MCI's staff involved in performing number resources 
     administrative duties has received additional training 
     concerning these duties since the September 29 LOI.  MCI 
     shall establish a thousands-block number pooling compliance 
     training program for employees new to thousands-block number 
     pooling activities.  MCI shall conduct training sessions for 
     any new employee involved with number pooling within 30 days 
     of the employee's assignment to number pooling activities.  
     MCI shall conduct training sessions for all effected 
     employees at least annually to ensure compliance with the 
     Act and FCC policies and rules.  

     (e)  Compliance Manual.  
     MCI shall within sixty days of the Effective Date develop 
     and update as necessary a Compliance Manual on thousands-
     block number pooling.  MCI 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 MCI.

     (f)  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, 
       MCI 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 MCI 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 MCI concerning 
       MCI's compliance with the Commission's orders and 
       regulations regarding reporting, forecasting, return, and 
       donation of numbers for MCI's activities, including any 
       potential violations of such orders and regulations, 
       during or prior to the Donation Period plus any 
       applicable extension, as long as MCI complies with the 
       requirements set forth in subparagraphs 12(a), 12(b) and 
       12(c) 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 MCI's obligation to comply with the Act and 
       with the Commission's rules and orders.    
     
  15.  MCI 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.  MCI'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 MCI does not consent) that provision will 
       be superseded by such Commission rule or order.

  19.  By this Consent Decree, MCI 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 MCI'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 MCI's rights to seek 
       exemption from disclosure pursuant to the Freedom of 
       Information Act and the Commission's implementing 
       regulations for documents provided by MCI to the 
       Commission, or for MCI 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 MCI nor the Commission 
       shall contest the validity of the Consent Decree or the 
       Adopting Order, and MCI 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.  MCI 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: MCI, Inc.


_____________________________      __________________________
Date                               Fred Briggs                   
                              President of Operations and 
Technology
                              MCI, Inc. 
          
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 dated September 29, 2004 from Hillary S. DeNigro, Deputy 
Chief, Investigations and Hearings Division, Enforcement Bureau, 
FCC, to Michael Cappellas, MCI (``September 29 LOI).
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 Michael Cappellas, MCI (``September 29 LOI'').
6 See Letter dated October 27, 2004 from Allison M. Ellis, 
Associate Litigation Counsel, MCI, Inc. to Mika Savir, Attorney, 
Investigations and Hearings Division, Enforcement Bureau, FCC 
(``MCI Response''); Letter dated November 9, 2004 from Allison M. 
Ellis, Associate Litigation Counsel, MCI, Inc. to Mika Savir, 
Attorney, Investigations and Hearings Division, Enforcement 
Bureau, FCC (``MCI First Supplement''); Letter dated December 9, 
2004 from Allison M. Ellis, Director, Compliance, MCI, Inc. to 
Diana Lee, Attorney, Investigations and Hearings Division, 
Enforcement Bureau, FCC (``MCI Second Supplement'').
7 47 C.F.R.  52.20(b).
8 47 C.F.R.  52.15.
9 See MCI Response at 1-2.  MCI states that, based on its 
understanding of appropriate practices, in submitting its 
thousands-number block forecasts electronically to the PA using 
the Pooling Administration System (``PAS''), in most cases MCI 
left any automatically-displayed zero in place for those rate 
centers in a Numbering Plan Area (``NPA'') in which it did not 
expect to need numbers instead of manually re-entering a zero 
itself.  MCI First Supplement at 1.  MCI states that the PA 
apparently interpreted this process as a failure to submit a 
report for those rate centers.  Id. at 2.  MCI states that it is 
now re-submitting forecasts with manually entered zeros for each 
of the relevant 71 rate centers for which no increase in demand 
was anticipated.  Id. at 2.
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 MCI Response at 3-4 and Exhibits A and D.
15 See MCI Second Supplement at 1.