Bell Canada - s. 147 &80(b)(iii)

March 19, 2001

Order

Headnote

Section 15.1 of Rule 41-501 - relief from certain requirements of Rule 41-501 where preliminary prospectus andprospectus filed in accordance with National Instrument 44-101.

Subsection 5.1(1) of National Instrument 41-101 relief from requirements of 41-101 where preliminary prospectus andprospectus filed in accordance with National Instrument 44-101.

Section 147 relief from the requirement that a period of ten days elapse between the issuance of a receipt for apreliminary prospectus and the issuance of a receipt for (final) prospectus.

Paragraph 80(b)(iii) relief from the requirement to mail annual comparative financial statements concurrently with thefiling of such financial statements, subject to conditions.

Subsection 59(2) of Schedule I waiver of fees.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5. as am, ss. 65(1), 78, 79, 80(b)(iii), 147.

Regulation Cited

Schedule I to General Regulation, Ont. Reg. 1015 R.R.O 1990, as am., s.59(2).

Rules Cited

National Instrument 41-101 Prospectus Disclosure Requirements (2000) 23 OSCB (Supp) 759.

Commission Rule 41-501 General Prospectus Requirements (2000) 23 OSCB (Supp) 765.

National Instrument 44-101 Short Form Prospectus Distributions (2000) 23 OSCB (Supp) 867

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C.S.5, AS AMENDED (the "Act"),

ONTARIO REGULATION 1015, R.R.O. 1990, AS AMENDED (the "Regulation")

NI 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS (the "Short Form Rule"),

NI 41-101 PROSPECTUS DISCLOSURE REQUIREMENTS (the "Disclosure Rule")

and COMMISSION RULE 41-501 GENERAL PROSPECTUS REQUIREMENTS

(the "General Prospectus Rule")

AND

IN THE MATTER OF

BELL CANADA

ORDER AND DECISION

(Section 147 and Paragraph 80(b)(iii) of the Act,

Section 15.1 of the General Prospectus Rule,

Subsection 5.1(1) of the Disclosure Rule and

Subsection 59(2) of Schedule I to the Regulation)

WHEREAS Bell Canada (the "Applicant") filed a preliminary prospectus dated March 13, 2001 (the"Preliminary Prospectus") in accordance with the Short Form Rule relating to the qualification of 14,000,000Cumulative Redeemable Class A Preferred Shares, Series 17 (the "Offering") and received a receipt therefor datedMarch 14, 2001;

AND WHEREAS the Applicant intends to file a (final) prospectus (the "Prospectus") in accordance with theShort Form Rule and is desirous of receiving a receipt therefor forthwith;

AND WHEREAS the Applicant has applied for certain relief from the provisions of the Act, the Disclosure Ruleand the General Prospectus Rule and for relief from the requirement to pay fees in connection with such application;

AND WHEREAS pursuant to an assignment dated April 12, 1999, as amended on September 7, 1999,February 15, 2000 and January 23, 2001, the Commission assigned certain of its powers and duties under the Act toeach "Director", as that term is defined in subsection 1(1) of the Act;

AND WHEREAS on April 12, 1999 the Executive Director issued a determination and designation whichdesignated, inter alia, each Manager in the Corporate Finance Branch of the Commission as a "Director" for thepurposes of subsection 1(1) of the Act;

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY DECIDED pursuant to section 15.1 of the General Prospectus Rule that the General ProspectusRule, other than section 13.9 thereof, does not apply to the Preliminary Prospectus and the Prospectus;

AND IT IS FURTHER DECIDED pursuant to subsection 5.1(1) of the Disclosure Rule that the Disclosure Ruledoes not apply to the Preliminary Prospectus and the Prospectus;

AND IT IS HEREBY ORDERED pursuant to section 147 of the Act that the Offering is exempt from therequirement contained in subsection 65(1) of the Act that a period of ten days elapse between the issuance by theDirector of a receipt for the Preliminary Prospectus and the issuance of a receipt for the Prospectus;

AND IT IS FURTHER ORDERED pursuant to paragraph 80(b)(iii) of the Act that section 79 of the Act doesnot apply to the Applicant insofar as it requires the Applicant to send financial statements filed under section 78 of theAct to each holder of its securities concurrently with their filing, if:

(a) the Applicant files those financial statements earlier than 140 days from the end of its last financialyear because it is required to do so, in connection with the Offering, by the Short Form Rule; and

(b) the financial statements are sent within the time period specified in the Act for filing;

AND IT IS HEREBY DECIDED pursuant to subsection 59(2) of Schedule I to the Regulation that the Applicantbe exempt from the requirement under the Act to pay fees in connection with the making of this application.

March 19, 2001.

Margo Paul