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                           Before the
                     Washington, D.C. 20554

In the Matter of                   )    
                              )    File No. EB-00-IH-0134
                              )    Acct. No. X32080035
BellSouth Corporation              )


          Adopted:  October 27, 2000         Released:  November 
2, 2000

By the Commission:  Commissioner Furchtgott-Roth dissenting and 
issuing a statement.

      1.  In this Order, we terminate an informal investigation 
into potential violations by BellSouth Corporation (BellSouth) of 
section 251(c)(1) of the Communications Act of 1934, as amended, 
and section 51.301 of the Commission's rules, in connection with 
BellSouth's alleged failure to negotiate in good faith the terms 
and conditions of an amendment to an interconnection agreement 
with Covad Communications Company (Covad) relating to BellSouth's 
provision of unbundled copper loops in nine states.

      2.  The Commission and BellSouth have negotiated the terms 
of a Consent Decree that would terminate the Commission's 
informal investigation.  A copy of the Consent Decree is attached 
hereto and is 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 and material questions of fact as to 
whether BellSouth possesses the basic qualifications, including 
its character qualifications, to hold or obtain any FCC licenses 
or authorizations.

      5.  Accordingly, IT IS ORDERED, pursuant to sections 4(i), 
4(j), 251(c)(1), and 503(b) of the Communications Act, 47 U.S.C. 
 154(i), 154(j), 251(c)(1), and 503(b), that the Consent 
Decree, incorporated by reference in and attached to this order, 
is hereby ADOPTED. 

      6.  IT IS FURTHER ORDERED that the Secretary SHALL SIGN the 
Consent Decree on behalf of the Commission.

      7.  IT IS FURTHER ORDERED that the above captioned 
investigation IS TERMINATED.


                         Magalie Roman Salas