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


In the Matter of

Applications for Consent to the 
Transfer of Control of Licenses and 
Section 214 Authorizations from

MediaOne Group, Inc.,
   Transferor,

To

AT&T Corp.
   Transferee

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CS Docket No. 99-251



ORDER
Adopted: December 21, 2000					Released: December 21, 2000
By the Commission:
1. In this Order, we find that AT&T Corp. ("AT&T") has not complied with Ordering 
Clause paragraph 187 and Appendix B, Section (f)(1), of the Merger Order issued in this proceeding.  The 
Merger Order required AT&T to submit, by December 15, 2000, a written document stating which one of 
the three compliance options it has elected to satisfy the Merger Order's Video Condition.   Although 
AT&T has filed a written document that purports to comply with this condition, we conclude that this 
submission does not satisfy our Merger Order. 
2. In the Merger Order, we granted AT&T 12 months from May 19, 2000 to come into 
compliance with the Commission's horizontal ownership rules.   In order to ensure that AT&T took timely 
steps towards compliance by the May 19, 2001 deadline, the Merger Order set forth a series of interim 
compliance deadlines. The Order requires AT&T to elect, within six months of the merger's closing, one of 
the three Video Condition compliance options and to satisfy the elected option by May 19, 2001. This first 
deadline would assure the Commission that AT&T was well on its way towards compliance.  Ordering 
Clause paragraph 187, which establishes the deadline, required AT&T to file with the Cable Services 
Bureau a written document within six months after the merger's closing "stating which one of the 
compliance options specified in the Video Condition it has elected." This requirement is unambiguous.  
This ordering clause further provides that, after electing one of the three options, "AT&T shall complete its 
divestiture of the elected assets by May 19, 2001."
3. Ordering Clauses paragraphs 188 and 189 further make clear that the interim compliance 
deadlines require AT&T to follow through on its six-month election.  Ordering Clause paragraph 188 
states that if AT&T is not in compliance by the May 19, 2001 deadline, it "shall place into an irrevocable 
trust for the purpose of sale the assets that it must divest in order to effectuate the Video Condition 
compliance option it has elected pursuant to paragraph 187 above" (emphasis added).  Ordering Clause 
paragraph 189 further states that, if AT&T is not in compliance by the May 19, 2001 deadline, AT&T 
must place the elected assets into a trust.
4. We find that AT&T's December 15, 2000 and December 19, 2000 letters do not comply 
with the Merger Order's requirement that AT&T unambiguously elect a single compliance option that it 
will satisfy by May 19, 2001.  Instead, AT&T's December 15 and December 19 letters state that AT&T 
intends to satisfy Video Condition Option (b) by divesting Liberty Media Group and AT&T's other video 
programming interests; however, the letters also state that, under certain circumstances, AT&T may decide 
to satisfy Video Condition Option (a) by divesting its interest in Time Warner Entertainment, LP 
("TWE").   AT&T has proffered a conditional election, rather than the single unambiguous election that 
the Merger Order requires.
5. Reading the two letters together, we determine that it appears to be AT&T's intent to elect 
Option (a), the divestiture of TWE, and will treat AT&T's election as choosing that option only.  The 
December 15, 2000 letter's clearest commitment appears to be its certification that AT&T will comply 
with the Order by divesting TWE or placing its TWE interest in an irrevocable trust for purposes of sale in 
the event that it declines to divest Liberty.   In AT&T's December 19 letter, AT&T states, "[F]or purposes 
of the election in the event AT&T is unable to comply with the Video Condition by May 19, 2001, AT&T 
has selected a single option, i.e., to divest its TWE interest or to put that interest in an irrevocable trust for 
the purposes of sale."  AT&T has represented that the TWE assets are the only assets it can commit to 
place in an irrevocable trust for sale as required by the Order.  AT&T's December 19, 2000, letter states:  
. . . our ability to complete the Liberty transaction is dependent on our receipt of the tax 
rulings for which we have already applied.  If we do not receive those rulings, AT&T will 
not have the right either to spin off Liberty or to place it in an irrevocable trust for 
purposes of sale.  For this reason, it would not be proper for AT&T to designate this 
option as our "election" for purposes of the Order, because we cannot in good faith 
represent that our interest in Liberty could be placed in the trust required by the Order.

Without changing the terms of the original order, AT&T could only have elected the TWE option, as of the 
date it was required to make the choice.  Therefore, for purposes of our enforcement of Ordering Clause 
paragraph 187 of the Order, we determine that AT&T has elected Option (a).  

ORDERING CLAUSES
6. Accordingly, IT IS ORDERED, pursuant to sections 4(i), 214, 303(r), and 310 of the 
Communications Act, as amended, that AT&T Corp. has elected Video Condition Option (a) pursuant to 
Ordering Clause paragraph 187 of the Merger Order.
7. IT IS FURTHER ORDERED, pursuant to sections 4(i), 214, 303(r), and 310 of the 
Communications Act, as amended, should AT&T seek to have the Commission consider a modification of 
this Order to allow it to elect Option (b), it must submit a written request by January 15, 2001 with an 
appropriate showing as to why such a modification would serve the public interest.
8. IT IS FURTHER ORDERED that, pursuant to sections 4(i), 214, 303(r), and 310 of the 
Communications Act, as amended, that the Emergency Motion for Expedited Declaratory Ruling and to 
Waive Procedural Rules filed by Consumers Union, Consumer Federation of America, and Media Access 
Project filed on December 18, 2000 in this proceeding IS GRANTED to the extent discussed herein and 
otherwise IS DISMISSED AS MOOT.
					FEDERAL COMMUNICATIONS COMMISSION


					Magalie Roman Salas
				Secretary

  In the Matter of Applications for Consent to the Transfer of Control of Licenses and Section 214 Authorizations 
from MediaOne Group, Inc., Transferor, To AT&T Corp., Transferee, CS Docket No. 99-251, Memorandum 
Opinion and Order ("Merger Order"), 15 FCC Rcd. 9816 (2000).
  The Order's "Video Condition" requires AT&T, by May 19, 2001, to either (a) divest its interests in TWE, (b) 
terminate its involvement in TWE's video programming activities (pursuant to the limited partnership exemption 
and the officers/directors attribution waiver provisions of the cable ownership attribution rules, 47 C.F.R.  76.503 
n.2), or (c) divest its interests in other cable systems, such that it will have attributable ownership interests in cable 
systems serving no more than 30% of MVPD subscribers nationwide.  See Ordering Clause paragraph 186.
  See Letter from James W. Cicconi, General Counsel, AT&T Corp., to Deborah A. Lathen, Chief, FCC Cable 
Services Bureau dated Dec. 15, 2000; Letter from James W. Cicconi, General Counsel, AT&T Corp., to Deborah 
A. Lathen, Chief, FCC Cable Services Bureau dated Dec. 19, 2000.
  Merger Order, 15 FCC Rcd. 9816 at  71.  The rules went into effect on May 19, 2000.  Id.
  We note that, in an Emergency Motion for Expedited Declaratory Ruling and to Waive Procedural Rules filed by 
Consumers Union, Consumer Federation of America, and Media Access Project ("CU") on December 18, 2000 in 
this proceeding, CU requested that the Commission issue a declaratory ruling finding that AT&T had not 
definitively specified which one of the three options it was electing.   Given our finding in this Order, we grant the 
Emergency Motion to the extent discussed herein and dismiss the remainder as moot.
  See n. 3 supra for the three compliance options.
  December 15 letter at 2.
  December 19 letter at 2 n.2.
  Should AT&T seek to have the Commission consider a modification of this Order to allow it to elect Option (b), 
it must submit a written request by January 15, 2001 with an appropriate showing as to why such a modification 
would serve the public interest.
 
 
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