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


In the matter of                 )
                                )
Applications of AMERITECH        )
CORP.,                           )
Transferor,                      )
                                )    CC Docket No. 98 -141
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



                  MEMORANDUM OPINION AND ORDER

   Adopted:  October 7, 2002            Released:  October 8, 
2002

By the Chief, Enforcement Bureau:


                    I.   INTRODUCTION AND BACKGROUND

     1.   In this  Order, we  deny the  petition filed  by  Z-Tel 
Communications, Inc.  to  toll  the  expiration  of  all  of  the 
SBC/Ameritech merger conditions pending the outcome of a  broader 
investigation of the public interest benefits of that merger  and 
of whether  the  merged company  should  be allowed  to  continue 
business.

     2.   On September 3, 2002, Z-Tel filed a petition urging the 
Commission to review the public  interest benefits of the  merger 
and to  toll  the expiration  of  all of  the  merger  conditions 
pending the outcome of such an investigation.1  In its  petition, 
Z-Tel argues generally that  SBC Communications (``SBC'')  failed 
to comply with the merger conditions.2  In addition, Z-Tel argues 
that  SBC's  out-of-region  competition  commitments  failed   to 
deliver  the  benefits   promised  by  SBC   during  the   merger 
proceeding.3  Z-Tel  requests  that, if  the  Commission's  post-
tolling review  of the  merger conditions  demonstrates that  the 
merger has not produced the relied-upon public interest benefits, 
the Commission require the divestiture from SBC of the  Ameritech 
companies or revoke the  merged firm's authority  to be a  common 
carrier.  On September 13,  2002, SBC filed  an opposition to  Z-
Tel's  petition;  Worldcom  filed  comments  supporting   Z-Tel's 
petition that same day.

     3.   On  October  6,  1999,  the  Commission  approved   the 
transfer  of  control  of  licenses  and  lines  from   Ameritech 
Corporation (``Ameritech'') to  SBC.4  During the  course of  the 
Commission's review,  SBC  and  Ameritech  proposed  --  and  the 
Commission adopted  as conditions  of its  approval --  a set  of 
voluntary commitments  intended  to  promote  the  deployment  of 
advanced  services,  to  open  SBC's  and  Ameritech's  in-region 
markets to  competition,  to  foster  local  competition  out-of-
territory, to  improve  residential  telephone  service,  and  to 
ensure continued compliance with the conditions.5  The  effective 
period for many  of the merger  conditions terminates  thirty-six 
months after the  Merger Closing  Date, i.e.,  October 8,  2002.6   
Some  of  the  conditions,  however,  are  not  subject  to  that 
expiration  date  because   the  condition  itself   specifically 
establishes its own period  of applicability.7  In addition,  the 
Chief of the Enforcement Bureau may extend a particular condition 
on the basis of a finding that SBC has failed to comply with that 
particular condition.8



                    II.  DISCUSSION

     4.   We deny Z-Tel's petition.   Paragraph 69 of the  Merger 
Order allows the Commission to extend a particular condition upon 
a finding of  noncompliance with that  condition,9 but Z-Tel  has 
not requested  such  specific  extensions.  Z-Tel  points  to  no 
authority  on  which  the  Commission  could  base  the  type  of 
wholesale and unilateral extension of the merger conditions  that 
the company seeks in  this petition.  To  the extent Z-Tel  seeks 
relief beyond that available under  the Merger Order, it has  not 
provided a sufficient basis for such relief.



               III. ORDERING CLAUSES 

     5.   Accordingly,  IT  IS  ORDERED  that  the  Petition   to 
Investigate the Public Interest Benefits  of the Transfer and  to 
Toll the Expiration  of Certain  SBC/Ameritech Merger  Conditions 
Pending Investigation,  filed by  Z-Tel Communications,  Inc.  IS 
DENIED.



                         FEDERAL COMMUNICATIONS COMMISSION



                         David H. Solomon                        
Chief, Enforcement Bureau

_________________________

1 Z-Tel Petition at 1-3.
2 Z-Tel Petition at 10-22.
3 Id. at 23-26.
4  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, 
Memorandum  Opinion   and  Order,   14  FCC   Rcd  14712   (1999) 
(``SBC/Ameritech Merger Order''), vacated in part, ASCENT v. FCC, 
235 F.3d 662 (D.C. Cir. 2001).
5 See SBC/Ameritech Merger Order at Appendix C.
6  The  merger   conditions  state  that,   except  where   other 
termination dates are specified or in the event of noncompliance, 
the merger conditions ``shall cease to be effective and shall  no 
longer bind  SBC/Ameritech in  any respect  36 months  after  the 
Merger Closing Date.''  SBC/Ameritech Merger Order at Appendix C, 
para. 74.  In the preamble  to Appendix C, the merger  conditions 
define the term ``Merger Closing Date'' as ``the day on which . . 
. SBC and Ameritech cause a Certificate of Merger to be executed, 
acknowledged,  and  filed   with  the  Secretary   of  State   of 
Delaware.''  Id. at Appendix C.  That event took place on October 
8, 1999.
7 SBC/Ameritech  Merger  Order  at Appendix  C,  para.  74.   For 
example, SBC must  continue to comply  with the shared  transport 
obligations in para. 56 of the conditions.  Consistent with para. 
359, para. 56 expressly provides its own merger condition sunset, 
stating that this  obligation shall remain  in effect unless  and 
until either  the  Commission were  to  find in  the  UNE  Remand 
proceeding that SBC is not required to provide shared  transport, 
or a court  were to issue  a final non-appealable  order to  that 
effect.  Neither of those events has occurred, and the condition, 
therefore, is  not  set to  expire.   Other conditions  that  are 
effective beyond  the general  October  8, 2002  expiration  date 
include conditions  covering the  Carrier-to-Carrier  Performance 
Plan, paras. 23-24;  the post-sunset provisions  of the  separate 
affiliate requirements, para. 13; OSS enhancements and interfaces 
developed  during  collaborative  discussions  with   competitive 
carriers, paras. 16 and 33; loop qualification information, para. 
19;  provision  of  correct  promotional  discounts  to  eligible 
competitive carriers,  para.  46(c);  availability  of  unbundled 
network elements (``UNEs'') and combinations  of UNEs as were  in 
effect on January 24,  1999, para. 53;  completion of efforts  to 
offer telecommunications  services outside  its current  13-state 
region, para  59  (c);   refraining  from  instituting  mandatory 
minimum monthly or flat-rate charges on interLATA calls, para. 60 
(b); offering  enhanced  Lifeline plans  to  eligible  consumers, 
para. 61; reporting certain service  quality data, para. 62;  and 
ensuring compliance  with  the remaining  conditions  through  an 
annual independent audit, paras. 65-66.  

8 Id.  para. 69,  74; see  also In  the Matter  of Delegation  of 
Additional Authority to the Enforcement Bureau, Order, 17 FCC Rcd 
4795 (2002), delegating to the Enforcement Bureau certain merger-
related audit  and compliance  duties formerly  delegated to  the 
Common Carrier Bureau (``Delegated Authority Order'').  
9 SBC/Ameritech Merger Order at Appendix C, para. 69.   Paragraph 
69, as amended  by the Delegated  Authority Order, provides  that 
``If the Chief  of the .  . . Bureau  makes a determination  that 
SBC/Ameritech has  during the  effective  period of  a  Condition 
failed to comply with  that Condition, the  Bureau Chief may,  at 
his or  her  discretion,  extend the  effective  period  of  that 
Condition for a  period that  does not exceed  the period  during 
which SBC/Ameritech failed to comply with the Condition.''