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                         Before the
                FEDERAL COMMUNICATIONS COMMISSION
                      Washington, D.C. 20554


                                             
In the Matter of                             )         File 
No. EB-03-IH-0245
                                   )         File No. EB-03-
IH-0550
                                   )         
                                   )         Acct. No.  
200332080014                                                
)                                       
Verizon Telephone Companies, Inc.            )         FRN 
No.  0008988438
                                                                 
                              ORDER 

     Adopted:  July 23, 2004                      Released:  
July 27, 2004

By the Commission:

     1.   In this Order, we adopt a Consent Decree 
terminating investigations into possible violations by the 
Verizon telephone companies (``Verizon'') of section 272 of 
the Communications Act of 1934, as amended, 47 U.S.C. § 272, 
and sections 32.27 and 53.203 of the Commission's rules, 47 
C.F.R. §§ 32.27, 53.203.  The investigations concern 
Verizon's compliance with  certain structural, 
transactional, and nondiscrimination safeguards applicable 
to transactions between Verizon's Bell Operating Companies 
and its other incumbent local exchange carriers, on the one 
hand, and Verizon's separate in-region, interLATA affiliates 
established pursuant to section 272 of the Act, on the 
other.1

     2.   The Commission and Verizon have negotiated the 
terms of a Consent Decree that would terminate the 
Commission's investigations.  A copy of the Consent Decree 
is attached hereto and is incorporated by reference.
     
     3.   We have reviewed the terms of the Consent Decree 
and evaluated the facts before us.  We believe that the 
public interest would be served by approving the Consent 
Decree and terminating the investigations.

     4.   Based on the record before us, and in the absence 
of material new evidence relating to this matter, we 
conclude that there are no substantial and material 
questions of fact as to whether Verizon possesses the basic 
qualifications, including its character qualifications, to 
hold or obtain any FCC licenses or authorizations.     

     5.   Accordingly, IT IS ORDERED, pursuant to sections 
4(i), 220(d), and 503(b) of the Communications Act of 1934, 
as amended, 47 U.S.C. §§ 154(i), 220(d), 503(b), that the 
Consent Decree incorporated by reference in and attached to 
this order, is hereby ADOPTED. 
     
     6.   IT IS FURTHER ORDERED that the Secretary SHALL 
SIGN the Consent Decree on behalf of the Commission.

     7.   IT IS FURTHER ORDERED that the above captioned 
investigations ARE TERMINATED and the Notice of Apparent 
Liability for Forfeiture IS CANCELLED.


                         FEDERAL COMMUNICATIONS COMMISSION



                         Marlene H. Dortch
                         Secretary
_________________________

1See Verizon Telephone Companies, Inc., Notice of Apparent 
Liability for Forfeiture, 18 FCC Rcd 18,796 (2003).