October 6, 1999
                              
                     Separate Statement
                             of
                  Commissioner Susan Ness
  
       
       Re:  Applications of Ameritech Corp., Transferor, and SBC Communications Inc.,
       Transferee, for Consent to Transfer Control of Corporations Holding Commission
       Licenses and Lines Pursuant to Sections 214 and 310(d) of the Communications act
       and Parts 5, 22, 24, 25, 63, 90, 95 and 101 of the Commission's Rules, CC Docket No.
       98-141.
  
  
  Today we approve a merger of two of the largest incumbent telephone companies
  in the United States.  Combined, this new company will comprise approximately one third
  of the total local access lines in the country.  Although a merger of this size is no minor
  event, when viewed more broadly, it is but one part of a larger global restructuring of the
  telecommunications industry.  Congress changed the landscape of the telecommunications
  industry when it passed the Telecommunications Act of 1996.  Now companies are
  aligning, merging, expanding, contracting and splitting into pieces to position themselves
  better on the global battlefield.  Our challenge is to ensure that the emerging marketplace
  is conducive to local competition, as envisioned by the Act.
  
  Absent conditions, the record is compelling that the combination of SBC and
  Ameritech would not serve the public interest; it would delay rather than hasten local
  competition.  I particularly lament the loss of a large, incumbent local exchange company
  for benchmarking purposes.  Ameritech has also contributed to competition in the
  multichannel video marketplace through its successful cable overbuilds.  I hope that SBC
  will continue to pursue that strategy aggressively.
  
  While I agree with my colleagues that, on balance, the merger conditions tip the
  scale in favor of approval of the merger, they are no panacea.  The potential for
  diminution of local competition in the SBC/Ameritech states remains.  Whether these
  conditions are successful will depend in large measure on the good faith efforts of the
  merged companies to meet both the letter and the spirit of the requirements.  SBC has
  assured the Commission that it intends to do so, and I rely heavily on these
  representations.  The Commission will be watching closely. 
  
  The communications landscape is reconfiguring at an astonishing speed.  In
  approving this merger, the Commission has made every effort to ensure that the American
  consumer reaps the benefit of a competitive marketplace.