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

In re Complaint of                 )
                                   )
Speer Communications Holdings Limited Partnership )    CSR-5003-M
against TWI Cable Inc., d/b/a Time Warner    )
Communications, Camden and Benton County,    )
Tennessee                          )
                                   )
Request for Carriage (WNAB-TV)     )


                  MEMORANDUM OPINION AND ORDER

     Adopted:  September 2, 1997        Released:  September 5, 1997 

By the Chief, Consumer Protection and Competition Division, Cable Services Bureau:

     1.   On May 2, 1997, Speer Communications Holdings Limited Partnership ("Speer"), licensee
of Television Broadcast Station WNAB-TV, Nashville, Tennessee, filed a must-carry complaint requesting
the Commission to order TWI Cable Inc., d/b/a Time Warner Communications ("Time Warner"), operator
of cable television systems serving Camden, Tennessee and unincorporated portions of Benton County,
Tennessee, to commence carriage of WNAB-TV.  Time Warner filed a response to the complaint.  

     2.   Pursuant to Section 614 of the Communications Act and implementing rules adopted by the
Commission in its Report and Order in MM Docket 92-259, commercial television broadcast stations are
entitled to assert mandatory carriage rights on cable systems located within the station's market.  A station's
market for this purpose is its "area of dominant influence," or ADI, as defined by the Arbitron audience
research organization.  An ADI is a geographic market designation that defines each television market
exclusive of others, based on measured viewing.

     3.   The complaint shows that station WNAB-TV, a full power commercial television station
licensed to Nashville, Tennessee, and Camden and the unincorporated portions of Benton County, Tennessee
are all located in the Nashville, Tennessee ADI.  The complaint shows also that Speer has made available
or made a commitment to make available to Time Warner, and to install at its own expense at the headend
of Time Warner's cable system, equipment necessary to deliver a good quality WNAB-TV signal to Time
Warner's cable system serving Camden and the unincorporated portions of Benton County, Tennessee.  Speer
contends it has shown that WNAB-TV is entitled to carriage on Time Warner's cable system serving Camden
and the unincorporated portions of Benton County, Tennessee, because of its commitment to be responsible
for the cost of delivering a good quality WNAB-TV signal to the cable system, and because carriage will
not cause an increase in Time Warner's copyright liability under the provisions of the Satellite Home Viewer
Act of 1994.

     4.   On June 5, 1997,  Time Warner filed a response to Speer's complaint.  Time Warner notes
that, on March 10, 1997, it filed a petition for special relief pursuant to 47 C.F.R. 76.7, requesting the
Commission to modify the television market of WNAB-TV by excluding the communities of Camden,
Tennessee and the unincorporated portions of Benton County, Tennessee from the station's market.  Time
Warner requests consolidation of this proceeding with the proceeding addressing its market modification
proceeding for decision making purposes.  Time Warner suggests that the consolidation of these proceedings
is consistent with procedures followed in other instances where both a must carry complaint and a market
modification petition affecting the same station and communities have been filed.

     5.   Under the Commission's must-carry rules, cable operators have the burden of showing that
a commercial station that is located in the same television market is not entitled to carriage.  One way of
doing this is for a cable operator to establish that a subject television station's signal, which would otherwise
be entitled to carriage, does not provide a good quality signal to a cable system's principal headend. 
However, even if a station fails to provide the requisite over-the-air signal quality to a cable system's
principal headend, its carriage may not be foreclosed because under our rules a station may provide a cable
operator with specialized equipment, at the station's expense, which will improve the station's signal to an
acceptable quality at a cable system's principal headend.

     6.   We will grant Speer's request for carriage.  The record shows that WNAB-TV and the
communities at issue are all located within the Nashville ADI.  To this end, we note that the Commission
has denied Time Warner's request for exclusion of the communities at issue here from the Nashville ADI,
i.e., the television market of WNAB-TV.  See In the Matter of Petition of TWI Cable, Inc. For Modification
of Market of Television Station WNAB-TV, Nashville, Tennessee, __ FCC Rcd __, DA 97-1804, (Cable Serv.
Bur., released August 25, 1997).  We further note that Time Warner has not shown that WNAB-TV fails
to provide a good quality signal over the headend of its cable system serving the communities.

                         ORDERING CLAUSES

     7.   Accordingly, IT IS ORDERED, pursuant to Section 614 of the Communications Act of
1934, as amended, 47 U.S.C. 534, that the complaint of Speer Communications Holdings Limited filed in
File No. CSR 5003-M ("Speer") IS GRANTED.  TWI Cable Inc., d/b/a Time Warner Communications
("Time Warner"), IS ORDERED to commence carriage of television station WNAB-TV on its cable system
serving Camden and unincorporated portions of Benton County, Tennessee within sixty (60) days after Speer
installs the equipment necessary to provide a good quality signal to Time Warner's cable system headend. 
Speer shall notify Time Warner in writing of its carriage and channel position elections (see Sections 76.56,
76.57, and 76.64(f) of the Commission's Rules) within thirty (30) days of providing a good quality signal.

     8.   This action is taken pursuant to authority delegated under 0.321 of the Commission's Rules.

                         FEDERAL COMMUNICATIONS COMMISSION



                         Gary M. Laden, Chief 
                         Consumer Protection and Competition Division
                         Cable Services Bureau