July 23, 1998

Re:	For Consent to Transfer Control of Teleport Communications Group Inc. to AT&T Corp.; CC Docket No. 98-24 .

I support today's decision approving the proposed merger between Teleport Communications Group and AT&T Corp. I concur in its results and explicitly approve of the decision not to impose any conditions on the merger. I write separately, however, to express my concerns with several aspects of the underlying reasoning and my unwillingness to adopt the proposed framework for analyzing mergers. Let me be clear, I recognize that much work has been put into this Order by the Commission staff and I applaud their efforts. In general, I find that they have done an exceptional job of analyzing the competitive effects of the merger in the relevant markets.

Due to what I would characterize as poor internal Commission processing, however, this item was not formally circulated to the Commissioners until more than three months after it had cleared Department of Justice review. I voted for this item within 48 hours of receiving it, and I have prepared this statement as rapidly as possible. Under optimal circumstances, I would prefer to discuss the merits of the framework that we use here to approve this merger. For example, how exactly does the Commission's definition of relevant markets and its analysis of the competitive effects of the merger on those markets differ from the Department of Justice's analysis? To the extent that it is materially different, what is the Commission's express statutory authority or unique expertise to perform such a review? If the analysis is not materially different, then why is it not redundant for this agency to repeat an analysis that numerous experts at the Department of Justice already perform? Can the Commission's precluded competitor framework apply to a market that has already been deregulated and the largest competitors declared non-dominant? Under the precluded competitor framework, is our analysis of potential competitors too speculative -- especially since we do not seem to require the same type of evidence as the Department of Justice's merger guidelines would require of intent to enter the market by another means? Is there any limit on the additional Public Interest benefits that the Commission examines to determine whether a merger is in the public interest? Seeing this item for the first time after such an inordinate delay, however, is not the optimal circumstance.

Had there been more of an opportunity for discussion, I may have been persuaded that these questions had been adequately addressed. Regrettably, that opportunity was not presented until too late in the process for an application that does not appear to raise any serious contentions.

I do not support the Commission's use of the framework used in this item. I hope that we do not repeat its use in the future.