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

In the Matter of.                )
                                )    File No. EB-04-IH-0465
                                )
Comcast Corporation              )    Acct. No. 200532080124
                                )
Compliance with Rules Regarding  )    FRN: 0006329247
Thousands-block Number Pooling   )




                              ORDER

          Adopted:  February 14, 2005             Released:  
     February 15, 2005

By the Chief, Enforcement Bureau:

  1.      In this Order, we adopt a Consent Decree terminating an 
     investigation into possible violations by Comcast 
     Corporation (``Comcast'') 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 Comcast 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 Comcast 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-0465
                                )
Comcast Corporation              )    Acct. No. 200532080124
                                )
Compliance with Rules Regarding  )    FRN: 0006329247
Thousands-block Number Pooling   )


                         CONSENT DECREE


I.  INTRODUCTION

  1.      The Enforcement Bureau (the ``Bureau'') of the Federal 
Communications Commission (the ``FCC'' or the ``Commission'') and 
Comcast Corporation (``Comcast''), by their authorized 
representatives, hereby enter into this Consent Decree for the 
purpose of terminating the Bureau's Investigation into whether 
Comcast complied with sections 52.15 and 52.20(c) of the 
Commission's rules,3 with respect to thousands-block number 
pooling in certain rate centers.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)  ``Comcast'' or the ``Company'' means Comcast 
     Corporation, 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 whether Comcast complied with Sections 52.15 and 
     52.20(c) of the Commission's rules.

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


III.  BACKGROUND

  3.      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.5  The entity 
responsible for administering the thousands-block number pool is 
the Pooling Administrator.6  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.7    

  4.      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.8  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.9  The Commission 
otherwise allows service providers to maintain an inventory of 
telephone numbers to meet their needs for six months.10 
 
  5.      On September 29, 2004, the Enforcement Bureau issued a 
Letter of Inquiry (``LOI'') to Comcast concerning Comcast's 
compliance with thousands-block number pooling regulations, and 
requested that Comcast provide certain documents and other 
information with respect to 78 specifically identified rate 
centers.11  Comcast submitted its initial response to the LOI on 
October 25, 2004, and filed a supplement to that response on 
November 12, 2004.12

  6.      Comcast states that the thousands-blocks addressed in 
the LOI were acquired from another carrier, and Comcast was 
actively working to donate numbers back to the PA in those rate 
centers before it received the Bureau's LOI.  Comcast states 
that, after receiving the LOI, and before responding, it donated 
or returned a total of 458 blocks, which represent all eligible 
thousands-blocks in each of the rate centers identified in the 
LOI.13  In addition, Comcast states that all the thousands-blocks 
that it holds, in rate centers where thousands-block pooling is 
required, are more than ten percent contaminated.  Comcast states 
that it never submitted a growth numbering resources application 
during the period covered by the LOI.  Moreover, Comcast states 
that it is currently in compliance with the Commission's 
numbering rules in all of the rate centers identified in the LOI 
and all other rate centers in which it is required to participate 
in thousands-block pooling.

IV.  AGREEMENT

  7.      Comcast 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.

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

  9.      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, 
Comcast does not admit or deny any wrongdoing, non-compliance, or 
violation of the Act or the Commission rules.

  10.     In consideration for the termination of the 
Investigation in accordance with the terms of this Consent 
Decree, Comcast shall make a voluntary payment to the United 
States Treasury, without further protest or recourse to a trial 
de novo, in the amount of fifteen thousand dollars ($15,000) 
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.

  11.     For purposes of resolving and terminating the 
Investigation, Comcast agrees to implement a Compliance Plan to 
ensure future compliance with the thousands-block number pooling 
provisions of the Act, the Commission's rules, and the 
Commission's orders.  The Compliance Plan will include, at a 
minimum, the following components:

     A.   Review of Number Pooling Administration Practices and 
     Procedures.  Within thirty days of the Effective Date, 
     Comcast will complete a review of its telephone number 
     administration procedures and practices to ensure that those 
     procedures and practices are adequate to achieve and 
     maintain full compliance with the Commission's telephone 
     number administration rules and orders and the Industry 
     Numbering Committee's ``Thousand-Block Number (NXX-X) 
     Pooling Administration Guidelines'' (the ``PA Guidelines'').

     B.   Implementation of Specific Number Pooling Practices and 
     Procedures.  

       1.      Forecasts and Reports to the Pooling 
          Administrator.  Comcast shall submit thousands-block 
          level forecast data by rate center for all such rate 
          centers to the Pooling Administrator in compliance with 
          the PA Guidelines and in a form reasonably satisfactory 
          to the Pooling Administrator.

       2.      Inventory.  Comcast shall maintain no more than a 
          six-month inventory of telephone numbers in any rate 
          center, except as authorized by, Commission rules and 
          orders, and the PA Guidelines. 

       3.      Part 4 Confirmation.  Comcast shall complete, 
          submit, and document ``Confirmation of NXX-X Block in 
          Service'' reports to the Pooling Administrator for 
          those rate centers in which codes have been activated 
          in compliance with the PA Guidelines.

     C.   Designated Compliance Officer.  Within thirty days of 
     the Effective Date, Comcast will designate one employee as 
     the point of contact for its number administration 
     compliance matters (the ``Designated Compliance Officer''), 
     which includes 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 Manual 
     annually to ensure that it is maintained in a proper manner 
     and continues to address the objectives set forth herein.

     D.   Compliance Manual.  Comcast shall within sixty days of 
     the Effective Date develop and update as necessary a 
     Compliance Manual on thousands-block number pooling.  
     Comcast personnel engaged in thousands-block number pooling 
     activities 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 PA Guidelines and how they apply to 
     Comcast.

     E.   Compliance Training Program.  Comcast 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.  
     Comcast 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 engaged in thousands-block 
     number pooling activities, within thirty days of employment.

     F.   Forum Participation:  Comcast will maintain membership 
     in one or more trade groups (such as ATIS-INC and Telcordia 
     numbering forums) to keep management and other personnel 
     with thousands-block number pooling compliance 
     responsibilities informed of FCC and Pooling Administrator 
     number administration compliance requirements.

     G.   Review and Monitoring: Beginning December 31, 2005 and 
     annually thereafter, Comcast shall review the program 
     described in this Plan to ensure that it is achieving the 
     compliance objectives referenced in B.1 - B.3 above.

     H.   Termination:  Comcast's obligation under this Plan 
     shall expire twenty four (24) months after the Effective 
     Date.     

  12.     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, Comcast agrees to the terms, conditions, and 
procedures contained herein.  

  13.     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 through the Effective Date 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 Comcast concerning the matters that were 
the subject of this Investigation, including any action with 
respect to Comcast's basic qualifications, including character 
qualifications to be a Commission licensee.  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.     Comcast 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 Adopting Order, provided the Adopting 
Order adopts the Consent Decree without change, addition, or 
modification.

  15.     Comcast's decision to enter into this Consent Decree is 
expressly contingent upon the Bureau's issuance of an Adopting 
Order.

  16.     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.

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

  18.     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 Comcast nor the Commission shall contest 
the validity of the Consent Decree or the Adopting Order, and 
Comcast and the Bureau will waive any statutory right to a trial 
de novo.

  19.     Comcast 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.

  20.     This Consent Decree may be signed in counterparts.


For: Comcast Corporation.


_____________________________      __________________________
Date                               Arthur R. Block
                              Senior Vice President and General 
Counsel
          
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 Brian L. Roberts, Chief Executive Officer, Comcast 
Corporation (September 29, 2004).
3 47 C.F.R.  52.15, 52.20(c).
4 Letter from Hillary S. DeNigro, Deputy Chief, Investigations 
and Hearings Division, Enforcement Bureau, Federal Communications 
Commission to Brian L. Roberts, Chief Executive Officer, Comcast 
Corporation (September 29, 2004) (``September 29th LOI'').
5 47 C.F.R.  52.20(b).
6 47 C.F.R.  52.7(g).
7 47 C.F.R.  52.15(f)(4)(ii)&(6).
8 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).
9 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'').  
10 NRO Order, 15 FCC Rcd at 7660  189.
11 See September 29th LOI.
12 See Letter dated October 25, 2004 from John G. Sullivan, Vice 
President & Chief Counsel-Telephony, Comcast Cable Communications 
to Mika Savir, Attorney, Investigations and Hearings Division, 
Enforcement Bureau, FCC (``October 25th Response''); Letter dated 
November 12, 2004 from John G. Sullivan, Vice President & Chief 
Counsel-Telephony, Comcast Cable Communications to Mika Savir, 
Attorney, Investigations and Hearings Division, Enforcement 
Bureau, FCC (``November 12th Supplement'').
13 See October 25th Response and November 12th Supplement.