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Re: In the Matter of: Applications for Consent to the Transfer of Control of Licenses and Section 214 Authorizations from MediaOne Group, Inc. to AT&T Corp.

In approving the transfer of Media One to AT&T, the Commission conducted the required public interest analysis. In this analysis the Commission asked: Does the transaction 1) violate the Communications Act or any other statute; 2) violate Commission rules; 3) substantially frustrate the Commission's enforcement of or interfere with the objectives of the Communications Act or other statutes; or, 4) promise to yield affirmative public interest benefits.

After completing this analysis, the Commission conditionally approved the transfer, subject to the combined company's divestiture of certain interests. It is indisputable that the conditions were an essential part of the Commission's finding that the transaction served the public interest.

I am sympathetic to the petitioners' argument that because the conditions were essential to the approval of the transaction, they should be enforced, or, in the alternative, the transaction should be reanalyzed to determine whether, as presently constituted, it continues to serve the public interest.

Nevertheless, I reluctantly concur in the decision today, because we have recently taken steps to evaluate the impact of the D.C. Circuit decision on our cable ownership rules, and on the matter before us. We must, however, remain cognizant that as time continues to pass, suspension of compliance with these conditions becomes tantamount to their elimination. We therefore should complete the proceeding on our cable ownership rules expeditiously, and reevaluate the conditions on this transaction in light of our conclusions in that proceeding.

In the future, as we evaluate transactions, it is crucial that we remain cognizant of the public interest and the principles of competition and diversity - all found in the Communications Act - that guide our decision making and rely on those principles as we make our decisions.