UNITED STATES OF AMERICA,          Plaintiff,                   v. BELL ATLANTIC CORPORATION, and GTE CORPORATION,          Defendants. ____________________________________

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Civil No.: 1:99CV01119(LFO) Filed: December 6, 1999

Plaintiff United States of America, by and through undersigned counsel, hereby moves this Court pursuant to Federal Rule of Civil Procedure 15(d), for leave to file the Supplemental Complaint attached to this Motion⁽¹⁾ and to add Vodafone AirTouch Plc as a defendant to this proceeding. For the reasons set forth in the accompanying Memorandum of Points and Authorities, the United States respectfully requests that this Court grant it leave to file the Supplemental Complaint because it will promote a complete adjudication of the dispute between the parties and will not cause any prejudice.

The United States discussed this Motion with John Thorne, counsel for defendant Bell Atlantic Corporation, Steven G. Bradbury, counsel for defendant GTE Corporation, and Brian D. Kidney, an authorized representative of Vodafone AirTouch Plc, by telephone on December 3, 1999. Defendants and Vodafone AirTouch Plc do not oppose this motion.

Respectfully submitted,

_______________/s/________________ Hillary B. Burchuk D.C. Bar # 366755 Lawrence M. Frankel D.C. Bar No. 441532 Susan Wittenberg D.C. Bar No. 453692 Trial Attorneys United States Department of Justice Antitrust Division Telecommunications Task Force 1401 H Street, N.W., Suite 8000 Washington, D.C. 20530 (202) 514-5621 Counsel for Plaintiff United States

Dated: December 6, 1999

1. Also attached to this Motion are a Stipulation and proposed Final Judgment that would resolve this matter.