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



In the Matter of

CenturyTel of Northwest Arkansas, LLC
CenturyTel of Central Arkansas, LLC

and

GTE Arkansas Incorporated
GTE Midwest Incorporated
GTE Southwest Incorporated

Joint Petition for Waiver of
Definition of "Study Area" Contained in the
Part 36 Appendix-Glossary of the 
Commission's Rules

CenturyTel of Northwest Arkansas, LLC and
Century Tel of Central Arkansas, LLC

Petition for Waiver of Sections 61.41(c) and
69.3(g)(2) of the Commission's Rules
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CC Docket No. 96-45



                  MEMORANDUM OPINION AND ORDER

   Adopted:  June 27, 2000              Released: June 27, 2000

By the Deputy Chief, Accounting Policy Division:

                      I.Introduction
1.     In this Order, we grant requests from CenturyTel of Northwest Arkansas, LLC and
CenturyTel of Central Arkansas, LLC (collectively, CenturyTel) and GTE Arkansas Incorporated, GTE
Midwest Incorporated, and GTE Southwest Incorporated (collectively, GTE) for a waiver of the definition
of "study area" contained in the Part 36 Appendix-Glossary of the Commission's rules.  This waiver will
permit GTE to remove the Mammoth Springs exchange, which is physically located in Arkansas, from its
Contel Missouri study area controlled by GTE Midwest Incorporated.  This waiver will also permit
CenturyTel of Central Arkansas to consolidate the Mammoth Springs exchange with the GTE of Arkansas
study area it is acquiring from GTE. 
2.     We also grant CenturyTel's request for waiver of section 61.41(c)(2) of the Commission's
rules to permit CenturyTel to continue operation under rate-of-return regulation after acquiring the 105
GTE exchanges that are currently under price cap regulation.  Finally, we grant CenturyTel's request for
waiver of section 69.3(g)(2) to permit the acquired access lines to reenter the National Exchange Carrier
Association, Inc. (NECA) common line pool. 
                   III.STUDY AREA WAIVER
                       A.Background
2.     Study Area Boundaries.  A study area is a geographic segment of an incumbent local exchange
carrier's (LEC's) telephone operations.  Generally, a study area corresponds to an incumbent LEC's entire
service territory within a state.  Thus, incumbent LECs operating in more than one state typically have one
study area for each state.  When a carrier acquires additional entire study areas in a given state, however,
the carrier may operate more than one study area in that state.  The Commission froze all study area
boundaries effective November 15, 1984, and an incumbent LEC must apply to the Commission for a
waiver of the study area boundary freeze if it wishes to sell or purchase additional exchanges.
3.     Transfer of Universal Service Support.  Section 54.305 of the Commission's rules provides
that a carrier acquiring exchanges from an unaffiliated carrier shall receive the same per-line levels of high-
cost universal service support for which the acquired exchanges were eligible prior to their transfer.  For
example, if a rural carrier purchases an exchange from a non-rural carrier that receives support based on
the Commission's new universal service support mechanism for non-rural carriers, the loops of the
acquired exchange shall receive the same per-line support as calculated under the new non-rural
mechanism, regardless of the support the rural carrier purchasing the exchange may receive for any other
exchanges.  Section 54.305 is meant to discourage carriers from transferring exchanges merely to increase
their share of high-cost universal service support, especially during the Commission's transition to
universal service support mechanisms that provide support to carriers based on the forward-looking
economic cost (FLEC) of operating a given exchange.  High-cost support mechanisms currently include
non-rural carrier forward-looking high-cost support, interim hold-harmless support for non-rural carriers,
rural carrier high-cost loop support, local switching support, and Long Term Support (LTS).  To the
extent that a carrier acquires exchanges receiving any of these forms of support, the acquiring carrier will
receive the same per-line levels of support for which the acquired exchanges were eligible prior to their
transfer.
4.     As described in the Commission's recent order adopting an integrated interstate access reform
and universal service proposal put forth by the members of the Coalition for Affordable Local and Long
Distance Service (CALLS), beginning July 1, 2000, if a price cap LEC acquires exchanges from another
price cap LEC the acquiring carrier will become eligible to receive interstate access universal service
support for the acquired exchanges.  Because the interstate access universal service support mechanism is
capped at $650 million, transactions involving the transfer of support will not increase the mechanism's
overall size.  To the extent that a non-price cap LEC acquires exchanges from a price-cap LEC, per-line
interstate access universal service support will not transfer. 
5.     The Petition for Waiver.  CenturyTel has entered into an agreement with GTE to purchase 105
local exchanges in Arkansas.  Of the 105 local exchanges CenturyTel is purchasing from GTE, 104
comprise three complete Arkansas study areas, each under the control of a GTE operating company.  The
first two study areas, currently designated Contel of Arkansas and Contel Systems of Arkansas, contain 44
exchanges (with 104,112 access lines), and 11 exchanges (with 21,931 access lines), respectively.  These
two study areas are operated by GTE Arkansas Incorporated and will be acquired with no change in their
boundaries by CenturyTel of Northwest Arkansas, LLC.  The third complete study area, which is currently
operated by GTE Southwest Incorporated, contains 49 exchanges (with 87,080 access lines) and is
currently designated GTE of Arkansas.  CenturyTel of Central Arkansas, LLC will acquire the GTE of
Arkansas study area.  In addition to these three complete study areas, CenturyTel of Central Arkansas,
currently serving 18,295 access lines in Arkansas, is purchasing from GTE the Mammoth Springs
exchange, which is a single Arkansas exchange with 1,147 access lines.  The Mammoth Springs exchange
is physically located in Arkansas, but is currently a part of the Contel Missouri study area controlled by
GTE Midwest, Inc.
6.     On January 28, 2000, CenturyTel and GTE filed a joint petition for waiver of the definition of
"study area" contained in the Part 36 Appendix-Glossary of the Commission's rules.  GTE Midwest, Inc.
seeks a waiver of the rule freezing study area boundaries to allow it to remove the Mammoth Springs
exchange from its Missouri study area.  CenturyTel of Central Arkansas seeks a waiver of the rule freezing
study area boundaries to combine the Mammoth Springs exchange with the GTE of Arkansas study area
that CenturyTel is also purchasing from GTE as part of this transaction.
7.     On February 25, 2000, the Common Carrier Bureau (Bureau) released a public notice
soliciting comments on the petition.  NECA filed comments supporting the grant of the study area
waiver.  AT&T filed comments generally opposing grant of the petition, but did not specifically comment
on the study area waiver.  SBC supports grant of the study area waiver, but has objections to other
portions of the petition, discussed in section IV., below.
     H.   Discussion
9.     We find that good cause exists to waive the definition of study area contained in the Part 36
Appendix-Glossary of the Commission's rules to permit GTE to remove the Mammoth Springs exchange
from its Missouri study area, and to permit CenturyTel to combine the Mammoth Springs exchange with
the GTE of Arkansas study area it is acquiring as a part of this transaction.  
10.     Generally, the Commission's rules may be waived for good cause shown.  As noted by the
Court of Appeals for the D.C. Circuit, however, agency rules are presumed valid.  The Commission may
exercise its discretion to waive a rule where the particular facts make strict compliance inconsistent with
the public interest.  In addition, the Commission may take into account considerations of hardship, equity,
or more effective implementation of overall policy on an individual basis.  Waiver of the Commission's
rules is therefore appropriate only if special circumstances warrant a deviation from the general rule, and
such a deviation will serve the public interest.  In evaluating petitions seeking a waiver of the rule freezing
study area boundaries, the Commission traditionally has applied a three-prong standard:  first, the change
in study area boundaries must not adversely affect the universal service funds; second, no state commission
having regulatory authority over the transferred exchanges may oppose the transfer; and third, the transfer
must be in the public interest.  For the reasons discussed below, we conclude that CenturyTel and GTE
have satisfied these criteria and demonstrated that good cause exists for a waiver of the Commission's
study area freeze rule.
11.    First, we find that CenturyTel and GTE have demonstrated that the proposed changes in the
study area boundaries will not adversely affect the universal service fund.  Because, under our rules,
carriers purchasing high-cost exchanges currently can only receive the same level of per-line support as the
selling company was receiving for those exchanges prior to the sale, there can, by definition, be no adverse
impact on the universal service fund resulting from this transaction.  Moreover, because CenturyTel is not
a price cap LEC, it will not be eligible to receive interstate access universal service support for the
Mammoth Springs exchange or any of the other acquired exchanges.  
12.    Second, no state commission having regulatory authority over the transferred exchanges
opposes the transfer.  In a letter to the Common Carrier Bureau, the Arkansas Public Service Commission
has indicated that it does not oppose grant of the requested study area waiver for GTE and CenturyTel.
13.    Finally, we conclude that the public interest is served by a waiver of the study area freeze rule
to permit GTE to remove the Mammoth Springs exchange from its Missouri study area, and to permit
CenturyTel to combine the Mammoth Springs exchange with the GTE of Arkansas study area it is
acquiring as a part of this transaction.  In addition to the services that GTE currently provides to customers
in the Mammoth Springs exchange, CenturyTel proposes to offer customers additional access to voice mail,
caller ID, additional choice in long distance providers, local Internet dial-up access, greater access to
advanced services, such as broadband Internet access using Digital Subscriber Line (DSL) technology, and
improved customer and community services.  According to CenturyTel, "this transaction will speed the
introduction of these new services, improve customer service, and bring customers the benefit of an
experienced service provider devoted to serving rural communities."  Thus, the petitioners have
demonstrated that the customers in this exchange will likely be well served by CenturyTel, and that the
requested study area waiver will serve the public interest.
      XIV.WAIVER OF THE COMMISSION'S PRICE CAP RULES
                     A.Background
15.    Section 61.41(c) of the Commission's rules provides that any price cap telephone company
subject to a merger, acquisition, or similar transaction shall continue to be subject to price cap regulation
notwithstanding such transaction.  In addition, when a non-price cap company acquires, merges with, or
otherwise becomes affiliated with a price cap company or any part thereof, the acquiring company becomes
subject to price cap regulation and must file price cap tariffs within a year.  Moreover, LECs that become
subject to price cap regulation are not permitted to withdraw from such regulation.  Under these rules,
CenturyTel's acquisition of GTE's 105 Arkansas exchanges would obligate CenturyTel to become subject
to price cap regulation for both its existing and acquired exchanges.
16.    In the LEC Price Cap Reconsideration Order, the Commission explained that section 61.41(c)
is intended to address two concerns regarding mergers and acquisitions involving price cap companies. 
The first concern was that, in the absence of the rule, a LEC might attempt to shift costs from its price cap
affiliate to its non-price cap affiliate, allowing the non-price cap affiliate to charge higher rates to recover
its increased revenue requirement, while increasing the earnings of the price cap affiliate.  The second
concern was that, absent the rule, a LEC might attempt to game the system by switching back and forth
between rate-of-return regulation and price cap regulation.  For example, without such a rule, a price cap
company may attempt to "game" the system by opting out of price cap regulation, building a large rate
base under rate-of-return regulation so as to raise rates and then, after returning to price caps, cutting costs
back to an efficient level, thereby enabling it to realize greater profits.  It would not serve the public
interest, the Commission stated, to allow a carrier alternately to "fatten up" under rate-of-return regulation
and "slim down" under price cap regulation, because the rates would not decrease in the manner intended
under price cap regulation.  
17.    The Commission nonetheless recognized that narrow waivers of the all-or-nothing rule might
be justified if efficiencies created by the purchase and sale of exchanges outweigh the threat that the system
might be subject to gaming.  Such waivers will not be granted unconditionally, however.  Waivers of the
all-or-nothing rule will be granted conditioned on the selling price cap company's downward adjustment to
its price cap indices to reflect the sale of exchanges.  That adjustment is needed to remove the effects of
transferred exchanges from rates that have been based, in whole or in part, upon the inclusion of those
exchanges in a carrier's price cap indices.   In addition, waivers of the all-or-nothing rule have been
granted subject to the condition that the acquiring carrier obtain prior Commission approval of any attempt
to return to price cap regulation.
18.    CenturyTel is currently subject to rate-of-return regulation, while GTE is subject to price cap
regulation.  CenturyTel seeks a waiver of section 61.41(c)(2) of the Commission's rules to permit it to
continue to be regulated under rate-of-return regulation after acquiring from GTE the 105 Arkansas
exchanges that are currently under price cap regulation.  Absent a waiver of the all-or-nothing price cap
rules, all of CenturyTel's operations would become subject to price cap regulation no later than one year
after acquiring the price cap exchanges from GTE.  CenturyTel argues that neither of the concerns
discussed above applies to its proposed acquisition of GTE exchanges in Arkansas.  CenturyTel explains
that it would lack incentives to shift costs among its various affiliates, because it does not seek to maintain
separate affiliates under different systems of rate regulation.   In response to the Commission's concern
regarding carriers gaming the system, CenturyTel notes that Commission approval would be necessary for
CenturyTel to return the acquired exchanges to price cap regulation.  
19.    CenturyTel also argues that it would be inappropriate for it to be subject to price cap rate
regulation.  CenturyTel argues that price cap rate regulation was designed for large carriers, such as the
Regional Bell Operating Companies (RBOCs) and the GTE Operating Companies, which possess
"geographic diversity, large subscriber bases, high activity levels in both the regulated and unregulated
markets, and access to national markets."  CenturyTel notes that the Commission previously has
recognized that it would be inappropriate to subject other small carriers to price cap rate regulation and
that the Commission takes into account the preferences of small companies in evaluating requests for
waiver of section 61.41(c)(2).  In short, CenturyTel argues that grant of the requested waiver "poses no
threat to the Commission's rate regulation and public interest goals, and will allow the sale of these
exchanges to be consummated without forcing CenturyTel into an inappropriate system of price
regulation."  
20.    AT&T filed comments opposing CenturyTel's request for a waiver of section 61.41(c)(2),
stating that CenturyTel, Inc., the parent company of CenturyTel, has not demonstrated any public interest
benefits from the proposed waiver. According to AT&T, the Commission's narrow exception to the all-
or-nothing rule only applies to the acquisition of "one or two" exchanges, not the acquisition of all of
GTE's operations for the state of Arkansas.  Moreover, AT&T argues that CenturyTel has not
demonstrated that the "size and scope of its operations after the merger will not ultimately induce it to opt
for price cap regulation after building up a large rate base."  AT&T contends that the proposed waiver
would enable CenturyTel to significantly increase access rates.  AT&T also argues that CenturyTel is not
a small company and, therefore, would operate more efficiently under price cap regulation.  
          A.   Discussion
21.    For the reasons discussed below, we find that good cause exists for us to waive section
61.41(c)(2) of our rules, and that it would be in the public interest to grant CenturyTel's waiver request. 
As discussed previously, the courts have interpreted section 1.3 of the Commission's rules to require a
petitioner seeking a waiver of a Commission rules to demonstrate that special circumstances warrant a
deviation from the general rule, and such a deviation will serve the public interest.
22.    We conclude that, in this case, waiver of section 61.41(c)(2) of the Commission's rules will
serve the public interest.  We agree with CenturyTel that the circumstances surrounding CenturyTel's
acquisition of GTE's exchanges fail to give rise to the dangers of cost-shifting and gaming of the system. 
CenturyTel is not seeking to maintain separate affiliates under different systems of regulation, and,
therefore, CenturyTel will have no opportunity to shift costs between price cap and rate-of-return affiliates. 
Moreover, to safeguard against possible gaming resulting from attempts to elect price cap regulation, we
will require CenturyTel to seek prior Commission approval if it seeks to elect price cap regulation.  At that
time, the Commission can make a determination if the transaction raises concerns that the Commission
sought to address in section 61.41 of its rules.  We, therefore, reject AT&T's argument that CenturyTel
will be able to opt for price cap regulation after building up a large rate base.  We believe that requiring
CenturyTel to seek Commission approval before electing price cap regulation is sufficient to deter gaming
in the future.
23.    Because CenturyTel is significantly smaller than the eight carriers subject to mandatory price
caps, we also find that special circumstances support a waiver of section 61.41(c)(2) of our rules.  In
evaluating requests for waiver of section 61.41(c)(2) of our rules, the Bureau has taken into account the
company's preferences and, in particular, the preferences of small carriers.  After the proposed
transaction, CenturyTel will still be far smaller than the eight LECs subject to mandatory price caps.  In
addition, unlike any of the RBOCs and GTE and most of the other price cap companies, CenturyTel's 1.3
million access lines are scattered largely in rural areas in 20 states.  In fact, according to CenturyTel, it
specializes in serving rural markets and small towns.  Therefore, even though CenturyTel has a
significant number of access lines, it is more like a smaller carrier than large carriers, such as the RBOCs
and GTE.  We also note that the acquisition under consideration in this proceeding is comparable to the
previously approved ALLTEL-GTE acquisition and ALLTEL-Aliant merger in terms of number of
lines being acquired.  Therefore, we believe that CenturyTel presents special circumstances to support its
waiver request.
24.    We are not persuaded by AT&T's argument that, because the proposed waiver is for an entire
state rather than only certain exchanges, this distinguishes CenturyTel's waiver request from previously
granted waiver requests.  Although waiver of the all-or-nothing rule is often sought when partial study
areas are purchased, we have recognized that there may be instances, such as the instant case, where a
carrier acquiring a larger number of exchanges presents good cause for waiver of section 61.41(c)(2) of the
Commission's rules.  As discussed above, the Commission waived section 61.41(c)(2) of its rules in the
ALLTEL-GTE and ALLTEL-Aliant transactions, which are comparable to CenturyTel's proposed
transaction with GTE.  Finally, we reject AT&T's argument that CenturyTel should be subject to price cap
regulation because similarly sized carriers have opted for price cap regulation.  While there may be
instances where small or mid-size LECs elect price cap regulation, we believe that CenturyTel has
demonstrated special circumstances to support its waiver request, and, therefore, we will not compel it to
adhere to price cap regulation.
25.    Consistent with past precedent, we also require GTE to make a downward adjustment to its
price cap indices to reflect the sale of its Arkansas exchanges.
                IV.WAIVER OF SECTION 69.3(g)(2)
                          1Background
1.     Under section 69.3(g)(2) of the Commission's rules, a NECA common line tariff participant
may include in the NECA common line pool any telephone properties it acquires provided that:  (1) the net
addition of common lines to NECA pool resulting from the acquisition does not exceed 50,000 access lines;
and (2) if any common lines involved in the acquisition are returned to the NECA common line pool, then
all common lines involved in the acquisition must be returned to the NECA common line pool.  In
adopting the 50,000 line threshold for waiver requests, the Commission recognized that this requirement
should not deter local exchange carriers from executing a transaction that would otherwise be desirable. 
Therefore, the Commission has recognized that a waiver of this rule may be appropriate for transactions
that result in a net addition of more than 50,000 lines to the NECA common line pool.  In order to obtain
a waiver of section 69.3(g)(2), petitioners must demonstrate that the reentry of nonpooling access lines into
the common line pool would not have a substantial adverse effect on the pool's revenue requirement and
would not significantly increase the LTS obligations of the remaining nonpooling LECs.
2.     CenturyTel proposes to return all of the newly-acquired access lines to the NECA common line
pool.   CenturyTel, therefore, seeks a waiver of the 50,000 access line cap in section 69.3(g)(2) of the
Commission's rules.  CenturyTel asserts that the reentry of the acquired lines into the common line pool
will have no substantial adverse effect on the NECA common line pool, or on non-pooling LECs. 
CenturyTel also asserts that no entity will experience a significant increase in its universal service
obligation if this waiver is granted, because the impact on the revenue requirements of the NECA common
line pool is expected to be insignificant. CenturyTel states that, based on current NECA pooling data and
projected demand and cost data, CenturyTel's acquisition of the 105 exchanges would produce only a de
minimis impact on the common line pool revenue requirement. NECA filed comments in support of
CenturyTel's waiver request, noting that the addition of GTE's Arkansas lines to the common line pool will
not significantly impact common line pool revenue requirements, and will not impose any undue
administrative burdens on NECA.
3.     AT&T and SBC oppose CenturyTel's request for waiver of section 69.3(g)(2).  AT&T argues
that this waiver should be denied because: (1) participation in the NECA common line pool is
fundamentally inconsistent with the operation of price cap regulation; and (2) the NECA interstate access
rates are higher than those GTE has charged in the past.  SBC argues that the proposed waiver will
enable CenturyTel to dramatically increase intrastate traffic-sensitive access service rates for the acquired
access lines.
          A.   Discussion
4.     Because reentry of GTE's non-pooling access lines into the common line pool will not have a
substantial adverse effect on the pool's revenue requirement and will not increase the LTS obligations of
nonpooling LECs, we conclude that good cause exists for us to waive section 69.3(g)(2) of the
Commission's rules.  NECA has advised CenturyTel that including GTE's Arkansas access lines in the
common line pool will cause a change of less than one percent (0.76%) in the overall common line pool
revenue requirement.  We agree with NECA that such an increase in the common line pool's revenue
requirement is not significant enough to justify a denial of CenturyTel's waiver request.  We also conclude
that including GTE's Arkansas access lines in the common line pool will not increase the LTS obligations
of contributing carriers.  In accordance with section 54.305 of the Commission's rules, because GTE does
not currently receive LTS for the acquired exchanges, CenturyTel will also be ineligible to receive LTS for
those exchanges.  As such, the LTS obligations of contributing carriers will not be impacted.  We,
therefore, conclude that the good cause exists for the reentry of GTE's Arkansas access lines into the
common line pool.
5.     We are not persuaded by AT&T's claims that CenturyTel's waiver request should be denied
because NECA interstate access rates are higher than those GTE has charged in the past.  As we discussed
above, the Commission has determined that it will grant waivers of section 69.3(g)(2) if the petitioner
demonstrates that reentry of the acquired access lines will not adversely affect the common line pool's
revenue requirements and will not significantly increase the LTS obligations of contributing carriers.  The
Commission did not include in this analysis a review of the impact of proposed transaction on interstate
access charges.  Nonetheless, we do not believe that AT&T has presented a convincing case that the
impact on interstate access rates is so great as to warrant denying CenturyTel's waiver request.  AT&T
claims that composite interstate access rates will increase anywhere from 21 to 44 percent as a result of the
transaction, while CenturyTel claims that the conversion to NECA rates will reduce the affected
customers' overall interstate access charges.  CenturyTel also claims that AT&T's interstate access
charges would increase only approximately $0.00000227 per minute.  Based on the evidence presented, it
appears that, while the reentry of GTE's Arkansas access lines may result in increased carrier common line
rates and selected traffic sensitive rates, the overall impact of this transaction on all interstate access
charges appears to be negligible.  Therefore, we are not convinced by AT&T's argument that we should
deny CenturyTel's waiver request because access charges may increase.
6.     Because we are also granting CenturyTel's petition for waiver of section 61.41(c)(2) of the
Commission's rules, we do not address AT&T's argument that participation in the NECA common line
pool is fundamentally inconsistent with the operation of price cap regulation.  In addition, we do not believe
that SBC's concerns regarding increased intrastate traffic sensitive access service rates are appropriately
before the Commission in this proceeding.  Moreover, we believe that the Arkansas Public Service
Commission is the appropriate venue for addressing SBC's concerns regarding intrastate access rates. 
The Commission has not regulated intrastate access rates and does not intend to do so in this instance. 
Finally, given that section 69.3(g)(2) of the Commission's rules only applies to carrier participation in the
common line pool, CenturyTel is not required to obtain a waiver of section 69.3(g)(2) of the Commission's
rules in order to include acquired access lines in the traffic sensitive pool.
7.     We, therefore, conclude that there is good cause to grant CenturyTel a waiver of section
69.3(g)(2) because NECA's common line pool will not be adversely affected, and there will be no
significant increase in LTS obligations.
                    V.ORDERING CLAUSES

6.     Accordingly, IT IS ORDERED, pursuant to sections 1, 4(i), 5(c), 201, and 202 of the
Communications Act of 1934, as amended, 47 U.S.C.  151, 154(i), 155(c), 201, and 202, and sections
0.91, 0.291, and 1.3 of the Commission's rules, 47 C.F.R.  0.91, 0.291, and 1.3, that the petition for
waiver of Part 36, Appendix-Glossary, of the Commission's rules, filed by CenturyTel of Northwest
Arkansas, LLC, CenturyTel of Central Arkansas, LLC, GTE Arkansas Incorporated, GTE Midwest
Incorporated, and GTE Southwest Incorporated, on January 28, 2000, IS GRANTED.
7.     IT IS FURTHER ORDERED, pursuant to sections 1, 4(i), 5(c), 201, and 202 of the
Communications Act of 1934, as amended, 47 U.S.C.  151, 154(i), 155(c), 201, and 202, and sections
0.91, 0.291, and 1.3 of the Commission's rules, 47 C.F.R.  0.91, 0.291, and 1.3, that the petition for
waiver of sections 61.41(c) and 69.3(g)(2) of the Commission's rules, filed by CenturyTel of Northwest
Arkansas, LLC and CenturyTel of Central Arkansas, LLC, IS GRANTED.
8.     IT IS FURTHER ORDERED, pursuant to sections 1, 4(i), 5(c), 201, and 202 of the
Communications Act of 1934, as amended, 47 U.S.C.  151, 154(i), 155(c), 201, and 202, and sections
0.91, 0.291, 1.3, and 61.43 of the Commission's rules, 47 C.F.R.  0.91, 0.291, 1.3, and 61.43, that GTE
Midwest Incorporated SHALL ADJUST its price cap indices in its annual price cap filing to reflect cost
changes resulting from this transaction, consistent with this Order.

               
                         FEDERAL COMMUNICATIONS COMMISSION
     



                              Katherine L. Schroder
                         Deputy Chief, Accounting Policy Division