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                           Before the
               FEDERAL COMMUNICATIONS COMMISSION
                     Washington, D.C. 20554
  
In the Matter of                )    
  )
GTE CORPORATION,                )
  Transferor                    )    CC Docket No. 98-184
  )
and                             )
  )
BELL ATLANTIC CORPORATION,      )
  Transferee                    )
            )
For Consent to Transfer of Control.  )


                ORDER RULING ON JOINT OBJECTIONS


      Adopted:  February 23, 1999              Released:  February 23, 1999

By the Chief, Policy and Program Planning Division:

     1.   On November 19, 1998, the Commission adopted a protective order that applies to
any confidential documents provided by Bell Atlantic Corporation (Bell Atlantic) and GTE
Corporation (GTE) in connection with the above-captioned proceeding.  In the Protective Order,
the Commission limited disclosure of confidential information to "outside counsel of record and
in-house counsel who are actively engaged in the conduct of this proceeding, provided that those
in-house counsel seeking access are not involved in competitive decision-making."  On January
25, 1999, Bell Atlantic and GTE filed a joint objection to the disclosure of confidential
information to Leon Kestenbaum and Craig Dingwall, in-house counsel for Sprint
Communications Company, L.P. (Sprint), and to Aryeh Friedman, in-house counsel for AT&T
Corp. (AT&T).  For the reasons set forth below, we deny Messrs. Kestenbaum and Dingwall
access to the confidential documents filed by Bell Atlantic and GTE and permit such access to Mr.
Friedman.

     2.    We find that Sprint has not rebutted the allegation that Mr. Kestenbaum, Sprint's
Vice President, Federal Regulatory Affairs, and Mr. Dingwall, Sprint's Director, State
Regulatory/East, are involved in competitive decision-making.  Sprint states that Mr. Kestenbaum
is responsible for "formulating regulatory positions and conveying them" to the FCC and the
Department of Justice, and "reporting the results of such representation," and that Mr. Dingwall
performs the same functions with regard to state regulatory agencies.  Sprint acknowledges  that
"Sprint uses Mr. Kestenbaum's or Mr. Dingwall's advice to inform business strategies or
decisions."  We are unconvinced that, given their high positions within the company and the
scope of federal and state regulation over the communications industry, Messrs. Kestenbaum and
Dingwall do not provide advice or participate in the formulation of Sprint's business decisions
regarding compliance with state and federal regulations.  We therefore agree with Bell Atlantic
and GTE that the disclosure of highly confidential business information to such in-house attorneys
would pose an unacceptable opportunity for inadvertent disclosure.

     3.   In addition, we permit Mr. Friedman of AT&T access to the confidential
information.  Mr. Friedman's affidavit explains that, as one of 130 "senior attorneys" at AT&T, his
work consists of "antitrust compliance, antitrust regulation and regulatory work," and he does
"not advise or participate in 'competitive decisionmaking'" or in AT&T's "business decisions." 
Bell Atlantic and GTE have filed no response to dispute these statements.  Unlike Messrs.
Kestenbaum and Dingwall, therefore, Mr. Friedman falls precisely under the definition of in-house
counsel qualified to view confidential documents under the terms of the Protective Order.  

     4.     Accordingly, IT IS ORDERED that, pursuant to sections 4(i), 4(j), 214, 309, and
310 of the Communications Act, as amended, 47 U.S.C.  154(i), 154(j), 214, 309, and 310,  the
Joint Objection of Bell Atlantic and GTE's to Disclosure of Stamped Confidential Documents,
filed January 25, 1999, IS DENIED IN PART and SUSTAINED IN PART.


                         FEDERAL COMMUNICATIONS COMMISSION
     


                         Carol E. Mattey                         
                         
                         Chief, Policy and Program Planning Division
                                                  Common Carrier Bureau