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

In the Matter of:                  )
                              )
FALCON TELECABLE              )    File Nos. CSB-A-0204, CSB-A-0205,
                              )    CSB-A-0246, CSB-A-0395, CSB-A-0396,
Appeals of Local Rate Orders            )    CSB-A-0411, CSB-A-0484
of the City of Marshall, Texas               )
(CUID TX0209)                 )


                   MEMORANDUM OPINION AND ORDER

      Adopted:  October 29, 1999        Released:  November 2, 1999

By the Deputy Chief, Cable Services Bureau:

I.   INTRODUCTION

     1.   Falcon Telecable ("Falcon"), the operator of the cable television system in Marshall, Texas,
filed a Petition for Partial Reconsideration pursuant to Section 1.106 of the Commission's rules of Falcon
Telecable, 11 FCC Rcd 9197 (CSB 1996) ("Falcon Order"), which considered petitions for review of three
local rate orders issued by the City of Marshall, Texas ("City").  Falcon also filed appeals of local rate orders
of the City adopted on October 10, 1996, May 6, 1997, and November 13, 1997.  The City filed an opposition
to the petition and each of these appeals, and Falcon filed replies.  The parties to these proceedings are the
same, and similar issues are raised in each of in these proceedings.  Accordingly, these proceeding are
consolidated for administrative convenience.

II.  BACKGROUND

     2.   Under the Commission's rules, rate orders issued by local franchising authorities may be
appealed to the Commission.  In ruling on an appeal of a local rate order, the Commission will sustain the
franchising authority's decision provided there is a reasonable basis for that decision, and will reverse a
franchising authority's decision only if the franchising authority unreasonably applied the Commission's rules
in its local rate order.  If the Commission reverses a franchising authority's decision, it will not substitute its
own decision but instead will remand the issue to the franchising authority with instructions to resolve the case
consistent with the Commission's decision on appeal.

     3.    An operator proposing to increase its basic service tier ("BST") or equipment rates bears the
burden of demonstrating that the increase conforms with our rules.  In determining whether the operator's
proposed increase conforms with our rules, a franchising authority may direct the operator to provide
supporting information.  After reviewing an operator's rate forms, and any other additional information
submitted, the franchising authority may approve the operator's requested rate increase or issue a written
decision explaining why the operator's rate is not reasonable.  If the franchising authority determines that the
operator's proposed rate exceeds the maximum permitted rate as determined by the Commission's rules, it may
prescribe a rate different from the proposed rate provided that it explains why the operator's rate is
unreasonable and the prescribed rate is reasonable.

III. DISCUSSION AND ANALYSIS

     A.   The Petition for Partial Reconsideration; CSB-A-0204, CSB-A-0205,
          CSB-A-0246

     4.   Of several issues addressed in the Falcon Order, Falcon's petition seeks reconsideration only
of the conclusion that the City reasonably rejected the method Falcon used for allocating monthly leased
equipment costs per subscriber on FCC Forms 1205 submitted to the City.  Because Falcon maintains relevant
cost accounts on a regional basis, an allocation of equipment costs to the franchise level of rate review involved
here was required in unbundling equipment costs on its initial Form 1205.  Falcon used the ratio of regional
subscribers to city subscribers to allocate leased equipment, maintenance and installation costs on its Forms
1205. The City noted that on an earlier filed FCC Form 393 Falcon used the subscriber ratio to allocate
maintenance and installation costs but used the ratio of equipment units in the region to equipment units in the
city for allocating equipment costs.  The City refused to accept Falcon's use of the subscriber ratio for
allocating equipment costs as reasonable, noting that Falcon failed to demonstrate that its accounting records
meet the Commission's requirement that, in order to use the subscriber ratio, the franchise areas covered by
the accounting records must reflect similar equipment profiles as set forth in the instruction to Form 1205. 
The Falcon Order declined to overturn the City's findings and use of the equipment ratio for allocating
equipment costs.

     5.   We deny Falcon's petition for partial reconsideration and affirm the Falcon Order.  Falcon
contends that the City's refusal to allow use of the subscriber ratio for allocating equipment costs will keep it
from recovering 100% of its actual costs for providing subscriber equipment, contrary to the mandate of
Section 623(b)(3) of the Communications Act.  This cost recovery failure allegedly would occur because
Falcon allocates equipment costs in all other franchises in the region using the subscriber ratio.  Falcon
contends that the resulting $0.70 decrease in basic service rates in Marshall, Texas will cost an estimated
$35,061 in revenues for 1996 alone, and create a liability for approximately $81,000 in refunds.  Falcon
contends further that there should be no concern for cross subsidization of subscribers in other franchise areas
from use of the subscriber ratio, because cross subsidies are embedded in virtually any method of rate
regulation.  We reject these arguments as providing grounds for overturning the Falcon Order.  First, Falcon
fails to substantiate its claim that the reduction in revenues and refund liability that may flow from the City's
rejection of the subscriber ratio for allocating equipment costs will preclude recovery of actual costs.  Falcon's
recitation of revenue reductions and refund liabilities alone does not establish that revenues from permitted rates
fail to cover costs. Moreover, Falcon's petition provides nothing to demonstrate that its accounting records meet
the Commission's requirement that, in order to use the subscriber ratio, the franchise areas covered by the
accounting records must reflect similar equipment profiles, as set forth in the instruction to Form 1205.  The
City is not required to accept an unsupported allocation methodology simply because Falcon has used it in other
franchise areas.  On this record we find the City's use of the equipment ratio for allocating equipment costs to
be reasonable, deny the petition for reconsideration, and affirm the Falcon Order.

     B.   October 10, 1996 Local Rate Order; CSB-A-0396

     6.   The City's October 10, 1996 local rate order ("10-10-96 Rate Order") considered Falcon's
FCC Form 393 filing for the period September 1, 1993 to July 14, 1994, found net overcharges above
permitted rates, and ordered refunds.  On November 6, 1996, Falcon informed the City by letter that its Form
393 erroneously reported that its BST contained 27 channels when in fact it contained 30 channels, and
provided the City with a corrected Form 393.  Falcon emphasized the fact that a channel line-up exhibit
included with the original Form 393 correctly depicted 30 channels on the BST.  Falcon further informed the
City that the corrected Form 393 established that a net overcharge did not exist as found in the 10-10-96 Rate
order and therefore no refunds were due.  In a March 12, 1997 letter ruling, the City however, noted that
Falcon had not filed an appeal with this Commission within the time allowed under Section 76.944 of our rules,
refused to recognize Falcon's letter as an appeal or request for reconsideration of the 10-10-96 Rate Order, and
ordered Falcon to comply with the refund requirement by a date certain.  Falcon filed its appeal on April 11,
1997.

     7.   Falcon's Petition for Review of the 10-10-96 Rate Order raises only the issue of whether the
City properly refused to consider the corrected Form 393.  Falcon points out that neither it nor the City
discovered the factual error before adoption of the 10-10-96 Rate Order. Falcon states that the 10-10-96 Rate
Order was not appealed, because the City had acted on the erroneous Form 393 without an opportunity to
consider the corrected Form 393.  Falcon argues that providing the City an opportunity to consider the
corrected Form 393 was consistent with the doctrine of exhaustion of administrative remedies and for that
reason the City should not have rejected the corrected Form 393.  Falcon contends it would be fundamentally
unfair to require refunds when the City is now aware that the corrected Form 393 establishes that refunds are
not due.

     8.   The City contends that it accurately calculated Falcon's lawful rate based on the Form 393
submitted by Falcon, noting that it initially considered the Form 393 in a September 29, 1994 rate order, which
the Cable Service Bureau reviewed and remanded to the City in Falcon Telecable, 10 FCC Rcd 10366 (CSB
1995).  The City points out that the 10-10-96 Rate Order is the City's response to that remand order.  City also
notes that Falcon complied on October 25, 1996, with a requirement of the 10-10-96 Rate Order for submitting
a refund plan.  The City contends that under Section 76.944 of the Commission's rules, Falcon had thirty days
from the issuance of the initial rate order within which to raise the incorrect channel count issue in its appeal
of that earlier order but failed to do so.  The City reiterates that Falcon again filed to raise that issue with a
timely appeal of the 10-10-96 Rate Order.  The City argues that Falcon's failure to submit timely appeals to
the Commission cannot be resurrected by its November 6, 1996 letter.  Finally, the City argues that Falcon is
required to justify the rates in issue with Form 393 data and cannot rely on data provided in other materials
such as a channel line-up card.

     9.   We will remand this matter to the City.  The City rejected Falcon's corrected information
without reference to any established procedures other than Section 76.944 of this Commission's rules.  Section
76.944(b) provides a thirty day period in which an appeal of a local rate order may be filed with the
Commission.  Nothing in Section 76.944 precludes a cable operator from making an effort to correct factual
errors in a record before a local rate authority in a manner consistent with appropriate procedures established
by that authority.  In this regard, we agree with Falcon that principles of exhaustion of administrative remedies
indicate that the City should be given an appropriate opportunity under local procedures to consider the correct
channel count contained in the corrected Form 393.  Correcting an administrative record promptly after error
discovery, as Falcon attempted to do here, normally facilitates administrative efficiency.  In this connection,
we observe that the City cited no established local procedures as the basis for its rejection of the corrected Form
393, nor did it claim that consideration of the corrected Form would be unduly burdensome.

     10.  Although local franchise authorities are normally entitled to rely on information submitted on
the FCC 393 and on the best information available when cable operators are not forthcoming with requested
information, we cannot ignore the fact that correct channel information was made available to the City by
means of Falcon's rate card attached to the initially submitted Form 393.  Only through oversight by the City
as well as by Falcon did the channel count inconsistency remain unnoticed until after adoption of the 10-10-96
Rate Order.  The corrected Form 393 is based on the supporting information provided to the City with the
initial Form 393.  We instruct the City to consider the corrected Form 393, unless such consideration would
violate appropriate established local procedures or impose undue burden on the City.

     C.   May 6, 1997 Local Rate Order; CSB-A-0411

     11.  The City's May 6, 1997 local rate order ("5-6-97 Rate Order") addressed issues remanded to
the City in the Falcon Order that were not raised in the reconsideration petition denied above.  The 5-6-97
Rate Order also addressed Falcon's 1996 Forms 1240 and 1205, and prescribed BST, equipment and
installation rates for the periods under consideration in the remanded orders as well as that covered by the 1996
Forms 1240 and 1205.  Falcon's Petition for Review raises two issues stemming from the 5-6-97 Rate Order. 
First, Falcon objects to the City's further use in this order of the equipment allocation methodology contested
in the reconsideration petition, and notes that the outcome of that issue rests with the Commission's action on
that petition.  In view of our denial of the reconsideration petition and our affirmance of the Falcon Order,
Falcon's appeal of the City's 5-6-97 Rate Order with respect to the City's use of the equipment unit ratio for
allocating equipment costs is denied.

     12.  Secondly, Falcon objects to the City's recalculation of the hourly service charge ("HSC") in
Falcon's 1995 and 1996 Forms 1205, and more particularly to the number of labor hours used in the HSC
calculation.  The Falcon Order held that an optional inside wiring maintenance plan for subscriber-owned
wiring is a regulated service, the charge for which is subject to the Commission's equipment basket
regulations.   Falcon was required to provide the City with detailed information necessary to justify the
calculation of the inside wire maintenance charge, in order to identify what hours and costs were included in
the calculation of the HSC and for calculating the average charge.  The City requested information regarding
inside wire maintenance, and Falcon responded with an attachment it represented to be an estimate of the hours
related to the conduct of inside wire maintenance and repair.  Based on the information provided in Falcon's
attachment and its accompanying narrative, the City concluded that the attachment accounted for additional
regulated hours, although it overestimated the number of these hours that should be used for computing the
appropriate inside wire maintenance rate.  The City found that the 2,342 hours attributed to wire maintenance
for "Reconnect" and "Restart" transactions in the attachment were related to installation activities, not inside
wire maintenance.  Because the attachment stated those hours were "Incremental to original HSC hours,"
the City added them to the hours used to compute the HSC in Falcon's 1995 Form 1205.  It also added the 468
hours undisputedly related to inside wire maintenance to the HSC hours.  It did not include hours attributed
to "Pre-wired new installs" in the attachment, because the attachment stated the hours were "already included
in original HSC hours."  This adjustment raised the number of total installation and maintenance hours to
5,680 from the 2,870 Falcon had originally proposed in its HSC calculation and resulted in a lower HSC. 
According to the Consultant's Report at 5, "Each adjustment was discussed in detail with Falcon
representatives who orally agreed to positions being taken with respect to the HSC calculation."  The City made
a similar adjustment to Falcon's 1996 HSC and inside wire maintenance rate.

     13.  Falcon challenges the City's treatment of the hours for reconnects and restarts shown in its
attachment.  The attachment estimated the number of reconnect and restart hours as the number of these
transactions multiplied by Falcon's estimate of the average time per transaction.  In its petition, Falcon states
without qualification that "approximately 65% of these reconnects and restarts involved no wire maintenance
at all," because transactions involving addressable converters included in its estimate would not require a visit
to the subscriber's premises and about 65% of the wired homes are served by addressable converters.  It
further argues its estimated average wire maintenance time per transaction may be overstated for
nonaddressable converters.  While stating its estimate includes hours not attributable to inside wire
maintenance, it argues that the problem with its attachment lies in its failure to distinguish between gross hours
associated with inside wiring installation and maintenance, which could be billed for inside wire activities, and
the direct hours relevant to the HSC.  According to Falcon, it includes only billable direct labor hours in its
HSC, not indirect hours such as drive time or supervisory time, but all of the "gross wire maintenance
activities" would be relevant in developing a wire maintenance charge.  It complains that it believed it
submitted the hours associated with the installation and maintenance of inside wiring for a different purpose
than the use made of them by the City.  It admits fault for not adequately explaining what its attachment
meant.

     14.  The City opposes Falcon's petition, arguing that Falcon's attempt to rehabilitate its attachment
is both too late and incorrect for reasons developed in an attachment from the City's consultant.  The City
questions why the Company submitted time for wire maintenance activities if it knew that a large percent of
the reconnects and restarts did not involve wire maintenance and why the Company provided its estimate of
the average time per transaction if it did not believe the average was appropriate.  The City explains that the
HSC computation is based on the hours Falcon originally filed plus both the additional installer time Falcon
showed and the reconnect and restart hours Falcon identified as incremental to the original HSC hours.

     15.  The HSC is designed to recover the costs of service installation and maintenance of customer
equipment.  To compute the HSC, an operator computes the annual capital costs plus expenses for
maintaining customer equipment and installing the basic service tier.  The operator then divides the total costs
and expenses by the total number of person-hours spent on those activities over the past year.  The total number
of person hours for Line A6 of the Worksheet for Calculating Permitted Equipment and Installation Charges,
the entry in dispute here, is the total number of person-hours spent on maintenance of customer equipment and
service installation in the past year.  Where the operator imposes a charge for inside wire maintenance, the
HSC should include the hours spent on inside wire maintenance and used in the calculation of the inside wire
maintenance rate as well as the hours spent on other installation and maintenance activities.  Neither the
Commission's rules nor Form 1205 specify any particular method for counting labor hours.  What is required,
however, is that an operator use the same method for counting labor hours in calculating the HSC as it does
in calculating the specific charges for its various installations and equipment, so that recoverable costs are
allocated to the labor hours through which they are recovered.  In this way, an operator's choice about how
to handle indirect as well as direct costs is revenue neutral. 

     16.  Based on the record before us, the City had no reason to take Falcon's attachment at other than
face value.  After the Falcon Order remand, the City repeatedly sought information from Falcon about inside
wire maintenance activities and costs.  Falcon responded with an attachment that identified different activities,
distinguished between those pre-wired new installation activities already included in the HSC hours and those
reconnects and restarts that were incremental to the original HSC hours.  It explained when transmitting the
attachment, "`The preponderance of inside wire maintenance occurs at the time of service installation. 
Installers must ensure the quality of all wiring of pre-wired new installations. . . as well as the inside wiring
on all reconnects and restarts where the drop already exists.'"  Falcon states that the City knew it calculates
its HSC using actual billable hours, so presumably the City would assume that the pre-wire new installation
hours already included in the HSC would be billable or direct hours.  Nothing in the attachment or Falcon's
explanation to the City suggests that the hours given for reconnects and restarts would not also be billable or
direct hours.  The City accepted Falcon's representation that it had spent 2,342 hours in maintenance activities
associated with reconnects and reinstalls that were not reflected in the HSC and noted that Falcon included the
costs of those activities in the HSC.  Because Falcon had stated these activities occur at the time of service
installation, the City treated these as installation rather than ongoing maintenance activities for the purpose of
setting the inside wire maintenance rate.  Whether these activities were installation or ongoing maintenance
activities, however, the City was not unreasonable in including the associated labor hours in the HSC
calculation, along with the labor hours it accepted as wire maintenance hours.  The instructions to FCC Form
1205 provide that the HSC should reflect total costs and total labor hours, and from the record before us, the
City had no reason to think that the hours Falcon represented as attributable labor hours for rate making
purposes were not.  Hours attributable to ongoing inside wire maintenance would also be reflected in the
calculation of the wire maintenance charge on FCC Form 1205.  Falcon bears the burden of justifying its rates. 
Falcon's arguments as to why the City erred in its treatment of labor hours used to calculate the HSC are
inconsistent with the record before us and are unsupported.  Its petition on this issue is denied.

     D.  November 13, 1997 Local Rate Order; CSB-A-0484

     17.  The City's November 13, 1997 rate order ("11-13-97 Rate Order") addressed Falcon's Forms
1240 and 1205 for the period October 1, 1997 through September 30, 1998.  This rate order made four
adjustments to the Form 1240, the net result of which was a decrease in the permitted BST rate from $25.17
to $22.76.  With respect to the Form 1205, the City questioned certain underlying data and ordered reductions
in the HSC and the lease rate for non-addressable converters while permitting increased rates for addressable
converters and remote control devices.  

     18.  Falcon objects to the City's use of a BST rate of $23.35 as a "starting rate" on Line A1 of
Form 1240, in place of the $24.77 rate Falcon submitted.  Falcon asserts that its principal difference with the
City with respect to the rate permitted in the 11-13-97 Rate Order stems from the City's selection of the
"starting rate."  Falcon notes that the City's use of the $23.35 starting rate is based on results reached in the
City's 5-6-97 Rate Order on appeal and addressed in this consolidated order.  Falcon again notes that the City's
5-6-97 Rate Order utilized the equipment ratio for allocating equipment costs contested in the reconsideration
petition, and that the correct starting rate on Line A1 of the 1997 Form 1240 depends on the outcome of that
petition.  In view of our denial of the reconsideration petition and affirmance of the Falcon Order, Falcon's
appeal of the City's 11-13-97 Rate Order with respect to the City's use of a "starting rate" is denied. 

     19.  Falcon's first objection to the 1997 Form 1205 adjustments concerns the City's treatment of
the contract labor expense figure in Schedule B.  The City had previously determined that Falcon had not
unbundled $42,385 in contract labor expenses from programming rates and had adjusted the 1995 and 1996
Forms 1205 accordingly.  The City made the same adjustment to Schedule B of Falcon's 1997 Form 1205. 
Falcon contends that the amount on Schedule B of its 1997 Form 1205 reflects $40,708 of that reduction,
which is all but $1,677 of the amount it had not unbundled, and the City's adjustment reflects a double
reduction.  The City claims it does not.  The City contends Falcon, in response to an information request,
submitted a contract labor expense amount from its general ledger in the same manner as for the 1995 and 1996
Form 1205 reviews, but despite requests for clarification, never provided information showing modification
of the general ledger to reflect the reduced labor contract expense this time around.  Therefore, the City
declined to accept Falcon's figure for contract labor on Schedule B of the 1997 Form 1205.  In Attachment A
to its Reply, Falcon provided a Contractor Installation Analysis showing the net contract labor expenses for
1996 to be $40,708, the amount by which it had reduced the contract labor expenses in its original Form
1205.  In Attachment D to its petition, Falcon submitted a revised Form 1205 reflecting the full $42,385
reduction.  In light of Falcon's showing that the Form 1205 it submitted to the City already reflected reduction
of substantially all of the contract labor expenses it had not previously unbundled, the City's further reduction
of the contract labor expenses by this same amount does not appear to be reasonable.  Because the City should
review this information in the first instance, we are remanding this matter for further consideration by the City.

     20.  Falcon next objects to the City's action limiting the inventory of nonaddressable converters
reflected in the gross book value to 10% of the number of units in service.  The City had ascertained that the
non-addressable converter inventory for both Marshall and Comanche, Texas represented 28% of non-
addressable converters in service and in inventory combined.  Based on this inventory adjustment, the City
adopted a $1.80 monthly rate for non-addressable converters in place of the $3.15 rate proposed by Falcon. 
Falcon argues on appeal that the number of converters currently warehoused and not in service is not relevant
to the calculation of rates.  Falcon's petition states that the original depreciation of non-addressable converters,
$36,779, is erroneous and that the correct amount should have been $24,968.  Applying this correction,
Falcon submits that the non-addressable converter rate should be $1.58.  Because this rate is lower than the
City's $1.80 rate, Falcon contends that no adjustment should be made to inventory.  The City in opposition
argues that Falcon fails to address the issue of passing excessive inventory costs on to subscribers when these
costs are due to combining two systems.  According to the City, if Falcon had disclosed its depreciation error
in a timely fashion, the City could have corrected the depreciation expense, set the inventory to a 10 percent
level, and prescribed a more appropriate rate of $1.25.  In reply, Falcon states that its actual non-addressable
converter net investment, using the corrected depreciation amount and adding a net investment after
depreciation of $3,412 to the Marshall investment amount, represents 479 converters in service and 30
converters in inventory, for a total of 509 converters.  Using these numbers, Falcon contends that no excess
inventory existed for the City to adjust downward, that these numbers produce a $1.56 rate, and that the
resulting difference from $1.58 rate Falcon recalculated is merely pennies, suggesting again that no inventory
adjustment should be made.

     21.  We remand this matter along with other remanded matters.  On remand, any inventory
limitation adopted by the City must be rationally supported by relevant factual information, taking into
consideration the make-up of the inventory.  The City provided no information or rationale in support of the
10% inventory allowance it imposed, other than to state flatly that Falcon's 28% inventory appears excessive. 
The fact that an operator aggregates costs is not, by itself, a sufficient reason to disallow elements of the
costs.  In this respect the City's 11-13-97 Rate Order is arbitrary and not shown to be reasonable.  Moreover,
the supplemental corrected depreciation and net investment data provided by Falcon shows that the assumptions
underlying the City's adjustments may contain an error of fact. While Falcon is to be faulted for providing
corrected information for the first time at the appeal stage of the proceeding, on remand accurate information
should be used in determining the rate.

     22.  We further note that the 479 non-addressable converters in service in Comanche identified in
Falcon's Reply, when added to the 1,023 non-addressable converters in service in Marshall, produces an
apparent total of 1,501 converters in service, rather than the 1,425 converters in service suggested by Falcon
and reflected in the Consultant's Report.  On remand, a correct count of converters must be utilized by the
City, along with the corrected depreciation figure not available to the City at the adoption of the rate order.

     23.  Finally, Falcon points out that the Form 1205 showed no video control units in service and
therefore no lease rate was proposed.  Falcon states that on further review, it has discovered that there are 15
video control units in service in the Marshall region and asserts that, when these control units are incorporated
into the Form 1205 calculations, a lease rate of $0.24 is established.  The City objects to the establishment of
any rate for video control units on the grounds of untimeliness and argues that Falcon should not be allowed
to continue charging any rate in the event the $0.00 rate was approved by the City. Operators are entitled
under the Communications Act and the Commission's rules to recover their actual costs for equipment and
installation, plus a reasonable profit.  In view of the uncertainty reflected in the City's Opposition as to
whether the City has approved a rate of $0.00 for video control units in its 11-13-97 Rate Order, the
appropriate rate for video control units should also be considered on remand.

IV.  ORDERING CLAUSES

     24.  For the foregoing reasons, IT IS HEREBY ORDERED that the Memorandum Opinion and
Order adopted in Falcon Cable, 11 FCC Rcd 9197 (CSB 1996), IS AFFIRMED.

     25.  IT IS FURTHER ORDERED that the Petition for Review of Local Rate Order filed by
Falcon Telecable on April 4, 1997 (CSB-A-0395) IS DISMISSED.

     26.  IT IS FURTHER ORDERED that the Petition for Review filed by Falcon Telecable on April
11, 1997 (CSB-A-0396) IS GRANTED and the October 10, 1996 local rate order of the City of Marshall,
Texas IS REMANDED for further consideration and resolution in accordance with this Memorandum Opinion
and Order.

     27.  IT IS FURTHER ORDERED that the Petition for Review filed by Falcon Telecable on June
9, 1997 (CSB-A-0411) IS DENIED.

     28.  IT IS FURTHER ORDERED that the Petition for Review of Rate Order filed by Falcon
Telecable on December 19, 1997 (CSB-A-0484) IS GRANTED IN PART AND DENIED IN PART and
the November 13, 1997 local rate order of the City of Marshall, Texas IS REMANDED to the City for further
consideration and resolution in accordance with this Memorandum Opinion and Order.

     29.  IT IS FURTHER ORDERED that the Petition for Review of Local Rate Order filed by
Falcon Telecable on April 4, 1997 (CSB-A-0395) IS DISMISSED.

     30.  IT IS FURTHER ORDERED that the City of Marshall, Texas may not enforce matters
remanded for further consideration herein pending further action by the City on these matters.

     31.  This action is taken pursuant to authority delegated by Section 0.321 of the Commission's
rules.  47 C.F.R.  0.321.


                              FEDERAL COMMUNICATIONS COMMISSION


                              William H. Johnson, Deputy Chief
                              Cable Services Bureau