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

                                     
In re Applications of                ) 
                                     )
JOHN E. HAYES and                    )
WILLIAM C. ZORTMAN                   )
(Transferors)                        )
                                     )
and                                  )
                                     )
JOHN E. HAYES, WILLIAM C. ZORTMAN    )
and Qualifying Employees Under the   )
1997 Raycom Media Restricted Stock Plan)
(Transferees)                        )
                                     )
For Consent to the Transfer of       )
Control of Raycom Media, Inc.,       )
Controlling Corporation of the       )
Licensees of:                        )
                                     )
KFVS-TV, Cape Girardeau, MO          ) BTCCT-971223PA
KWWL(TV), Waterloo, IA               ) BTCCT-971223PB
WAFB(TV), Baton Rouge, LA            ) BTCCT-971223PC
WAFF(TV), Huntsville, AL             ) BTCCT-971223PD
WTOC-TV, Savannah, GA                ) BTCCT-971223PE
WTVM(TV), Columbus, GA               ) BTCCT-971223PF
KOLD-TV, Tucson, AZ                  ) BTCCT-971223PG
KSLA-TV, Shreveport, LA              ) BTCCT-971223PH
WMC-TV, Memphis, TN                  ) BTCCT-971223PK
WUPW(TV), Toledo, OH                 ) BTCCT-971223PL
WACH(TV), Columbia, SC               ) BTCCT-971223PM
KSFY-TV, Sioux Falls, SD             ) BTCCT-971223PN
KABY-TV, Aberdeen, SD                ) BTCCT-971223PP
KPRY-TV, Pierre, SD                  ) BTCCT-971223PQ
WTNZ(TV), Knoxville, TN              ) BTCCT-971223PR
WTVR-TV, Richmond, VA                ) BTCCT-971223PS
WECT(TV), Wilmington, NC             ) BTCCT-971223PT
KNDO(TV), Yakima, WA                 ) BTCCT-971223PU
KNDU(TV), Richland, WA               ) BTCCT-971223PV
KTVO(TV), Kirksville, MO             ) BTCCT-971223PW
WDAM-TV, Laurel, MS                  ) BTCCT-971223PX
WLUC-TV, Marquette, MI               ) BTCCT-971223PY
WPBN-TV, Traverse City, MI           ) BTCCT-971223PZ
WTOM-TV, Cheboygan, MI               ) BTCCT-971223QA
WSTM-TV, Syracuse, NY                ) BTCCT-971223QB
WMC(AM), Memphis, TN                 ) BTC-971223PI
WMC-FM, Memphis, TN                  ) BTCH-971223PJ


MEMORANDUM OPINION AND ORDER
    
   Adopted:  May 6, 1998                      Released:  May 7, 1998  


By the Chief, Mass Media Bureau:

 1.  The Commission, by the Chief, Mass Media Bureau, acting pursuant to delegated
authority, has before it the above-captioned, unopposed applications seeking consent to the
transfer of control of Raycom Media, Inc. (Raycom), which controls the corporate licensees of
the above-referenced stations, from John E. Hayes and William C. Zortman (Transferors), each
of whom presently has a 50 percent voting interest in Raycom, to John E. Hayes, William C.
Zortman and qualifying employees under the 1997 Raycom Media Restricted Stock Plan (Stock
Plan).  This proposed transfer of control transaction is atypical in that it involves the Transferors'
relinquishment of negative control of Raycom, which will occur when additional common voting
stock is issued to a number of Raycom's existing, qualifying employees (Raycom Employees),
none of whom currently holds any stock in the company.  In accordance with the Stock Plan, the
number of issued and outstanding shares of common voting stock in Raycom will increase and,
though Hayes and Zortman will receive additional shares of stock, their voting interests will
decline to 17.5 percent and 13 percent, respectively.  Notwithstanding this decrease in their 
ownership interest, the Transferors will remain the largest voting, and only attributable,
shareholders of Raycom.  None of the Raycom Employees will hold a five percent or greater
voting interest in the company, although they collectively will hold approximately 69.5 percent
of Raycom's common voting stock.  The parties maintain that, despite the Transferors'
relinquishment of negative control of Raycom, the issuance of stock under the Stock Plan will
not alter the management, operations or policies of any of the Raycom stations.

  2. Raycom controls the corporate licensees of 21 full-service television stations, four
"satellite" television stations, one FM radio station and one AM radio station.  Over the past two
years, Raycom acquired 12 of these 27 broadcast stations pursuant to the grant of certain waivers
and requests relating to the Commission's multiple ownership rules.  Specifically, Raycom has
previously been granted a conditional waiver of Section 73.3555(b), the Commission's duopoly
rule, 47 C.F.R.  73.3555(b), to allow the common ownership of KTVO(TV), Kirksville, Missouri
(ABC, Channel 3), and KWWL(TV), Waterloo, Iowa (NBC, Channel 7), whose Grade B contours
overlap.  Raycom has also received a permanent waiver of 47 C.F.R.  73.3555(c), the
Commission's one-to-a-market rule, which generally proscribes the common ownership of
television and radio stations in the same market, to permit its common ownership and operation
of WMC-AM, WMC-FM and WMC-TV (NBC, Channel 5), Memphis, Tennessee.  Further,
pursuant to Note 5 to Section 73.3555 of the Commission's rules, which exempts from application
of the multiple ownership rules those television stations that are "satellite" operations, Raycom
has received satellite exemption status for the following stations: (1) KABY-TV, Aberdeen, South
Dakota, and KPRY-TV, Pierre, South Dakota, which operate as satellites of KSFY-TV (ABC,
Channel 13), Sioux Falls, South Dakota; (2) WTOM-TV, Cheboygan, Michigan, which operates
as a satellite of WPBN-TV (NBC, Channel 7), Traverse City, Michigan; and (3) KNDU(TV),
Richland, Washington, which operates as a satellite of KNDO(TV) (NBC, Channel 23), Yakima,
Washington.   Now, to effect the proposed transfer of control, Raycom requests reaffirmation
of its earlier-approved multiple ownership waivers, specifically a duopoly waiver for KTVO(TV)
and KWWL(TV) conditioned on the outcome of the Television Ownership Second Further Notice
and a permanent one-to-a-market waiver for WMC-AM, WMC-FM and WMC-TV.  It also
requests continued satellite exemption status for KABY-TV, KPRY-TV, WTOM-TV and
KNDU(TV), so that it may maintain its common ownership of those stations.

 3.  Duopoly Waiver Request.  Preliminarily, Raycom asserts that KTVO(TV) and
KWWL(TV) continue to meet the Commission's interim policy on duopoly waivers, which
formed the basis for the conditional grant of Raycom's initial duopoly waiver request for these
stations in 1997, supra n.2.  In this regard, Raycom points to its Technical Exhibit, which
demonstrates that the stations' Grade A contours do not overlap, while the overlap of their
predicted Grade B contours encompasses 636 square kilometers and 4,598 people.  This overlap
represents 1.8 percent of the area and 1.3 of the population within KTVO(TV)'s predicted Grade
B contour, and 1.4 percent of the area and .05 percent of the population within KWWL(TV)'s
predicted Grade B contour.  According to Raycom, though not de minimis, the Grade B overlap
falls well within the range of those approved by the Commission in granting previous waivers.
Raycom further maintains that KTVO(TV) and KWWL(TV), whose respective communities of
license are in different states and approximately 133 miles apart, serve separate and distinct
markets.  Whereas KTVO(TV) is located in the Ottumwa-Kirksville, Missouri Designated Market
Area (DMA), the 200th largest DMA, KWWL(TV) is located in the Cedar Rapids-Waterloo-
Dubuque, Iowa DMA, the 87th largest DMA. 

 4.  Raycom contends that, in addition to meeting the Commission's interim duopoly
policy, its continued common ownership of KTVO(TV) and KWWL(TV), which are separate
network affiliates, will not adversely affect competition and diversity in the overlap area.  As to
diversity, nine other television stations continue to provide service to all or part of the overlap
area, with the entire overlap area receiving service from a minimum of three and a maximum of
seven other television stations.  Furthermore, Raycom states, it will maintain separate
management, programming and sales operations, including a general manager and local staff, for
each station so that they will continue to operate independently of one another. 

      5.  Discussion.  In adopting the duopoly rule's fixed standard of a prohibited overlap of
Grade B service contours, the Commission also acknowledged the need for "flexibility" in that
rule's application, noting that waivers should be granted where rigid conformance to the rule
would be "inappropriate."  Multiple Ownership of Standard, FM and Television Broadcast
Stations, 45 FCC 2d 1476, 1479 n.12, recon. granted in part, 3 RR 2d 1554 (1964).  To that end,
the Commission has developed a set of factors to be considered when evaluating an applicant's
request for waiver of the duopoly rule, including the extent of the overlap, the number of media
voices available in the overlap area, the distinctiveness of the respective markets, the
independence of the stations' operations, and the concentration of economic power resulting from
the combination.  See Iowa State University Broadcasting Corporation, 9 FCC Rcd 481, 487-88
(1993), aff'd sub nom. Iowans for WOI-TV, Inc. v. FCC, 50 F.3d 1096 (D.C. Cir. 1995); H&C
Communications, Inc., 9 FCC Rcd 144, 146 (1993).  After weighing the factors, the Commission
considers any public interest benefits proposed by the applicant to determine whether, in light of
the overlap, the benefits outweigh any detriment which may occur from grant of the waiver.  See,
e.g., Iowa State University, 9 FCC Rcd at 487-88.  As with any waiver, it will only be granted
if the Commission concludes that the waiver is in the public interest.

 6.  Currently, the Commission is reexamining its broadcast television ownership policies,
including the duopoly rule.  In January 1995, the Commission proposed a new analytical
framework within which to evaluate its broadcast television ownership rules.  See Review of the
Commission's Regulations Governing Television Broadcasting, Further Notice of Proposed Rule
Making, 10 FCC Rcd 3524 (1995) (Television Ownership Further Notice).  Subsequent to the
release of that Television Ownership Further Notice, Congress directed the Commission to
conduct a rulemaking proceeding to determine whether to retain, modify or eliminate existing
limitations on the number of television stations that an entity may control within the same
television market.  See Section 202(c) of the Telecommunications Act of 1996, Pub. L. No. 104-
104, 110 Stat. 56 (Feb. 8, 1996) (Telecomm Act).  In response to this Congressional directive
in the Telecomm Act and to update the record, the Commission released the Television
Ownership Second Further Notice.  In that Second Further Notice, the Commission tentatively
concluded to authorize common ownership of television stations that are in separate DMAs and
whose Grade A contours do not overlap.  Television Ownership Second Further Notice, 11 FCC
Rcd at 21681.  

 7.  The Commission stated in the Television Ownership Second Further Notice that it will
be inclined, during the pendency of the television ownership proceeding, to grant duopoly waivers
involving stations in different DMAs with no overlapping Grade A contours, conditioned on
coming into compliance with the outcome of the proceeding within six months of its conclusion.
It also noted there its tentative conclusion that the record in that proceeding "supports relaxation
of the geographic scope of the duopoly rule from its current Grade B overlap standard to a
standard based on DMAs supplemented with a Grade A overlap criterion." Id.  The Commission
further stated that "we do not believe granting waivers satisfying the proposed standard, and
conditioning them on the outcome of this proceeding, will adversely affect our competition and
diversity goals in the interim." Id.  Additionally, the Commission gave the staff delegated
authority to act on applications seeking waivers consistent with this interim policy.  

 8.  Based on the Commission's interim ownership policy outlined in the Television
Ownership Second Further Notice, we believe that grant of a conditional waiver of the duopoly
rule, subject to the outcome of the pending ownership proceeding, is justified.  Because the two
stations are in separate DMAs and the stations' Grade A contours do not overlap, the temporary
common ownership of KWWL(TV) and KTVO(TV) would be consistent with the interim policy
set forth in the Television Ownership Second Further Notice.  Moreover, our examination of the
record presented here reveals nothing suggesting that we should not follow the established interim
policy in this case.  Accordingly, we conclude that grant of a temporary waiver, conditioned upon
the resolution of the pending broadcast television ownership rulemaking, will serve the public
interest, convenience and necessity.  Any request to extend the conditional waiver should be filed
at least 45 days prior to the end of the six-month period and will be closely scrutinized.

 9.  One-to-a-Market Waiver Request.   As noted supra  2, the Commission also
previously granted a permanent waiver of the one-to-a-market rule to allow Raycom's acquisition
of WMC-AM, WMC-FM and WMC-TV (collectively, the WMC stations) from their former
owner, Elcom.  Raycom bases its waiver request on the one-to-a-market standards set forth in the
Second Report and Order in MM Docket 87-7, 4 FCC Rcd 1741 (1988) (Second Report and
Order), recon. denied in part and granted in part, 4 FCC Rcd 6489 (1989) (Second Report and
Order Recon.).  In accordance with these standards, the Commission presumptively favors
requests involving: (1) stations serving the top 25 markets where at least 30 separately owned,
operated and controlled stations will remain following the proposed combination; or (2) "failed"
stations, i.e., stations which have not been operational for a substantial period of time or are
involved in bankruptcy proceedings.  Otherwise, waiver requests must be evaluated under the
more rigorous case-by-case standard.  47 C.F.R.  73.3555(c), n.7.  Because the WMC stations
are located in the Memphis, Tennessee DMA, ranked the 42nd television market in the country,
Raycom submits its waiver request here, as it did in 1996, see supra n.4, pursuant to the case-by-
case standard.  To this end, Raycom has filed a showing which updates the information filed with
respect to its one-to-a-market request in Raycom I, and concludes that the circumstances
warranting the Commission's grant of that one-to-a-market waiver support its continued common-
ownership of the WMC stations. 

 10.  Under the case-by-case standard, the Commission makes a public interest
determination by weighing five factors: (1) the potential public benefits of joint operation of the
facilities, such as economies of scale, cost savings, and programming and service benefits; (2)
the types of facilities involved; (3) the number of media outlets owned by the applicant in the
relevant market; (4) the financial difficulties of the stations involved; and (5) the nature of the
relevant market in light of the level of competition and diversity after the joint operation is
implemented.  See Second Report and Order, 4 FCC Rcd at 1753.  

 11.  Benefits of Joint Operation.  In Raycom I, Raycom demonstrated that its joint
operation of the WMC stations would produce economic efficiencies totalling approximately
$420,000.  Raycom based this dollar amount on annual combined studio operation, engineering,
business and management savings of $220,000, and avoidance of a one-time cost of $200,000
to relocate and separate the radio and television transmitter sites and studio operations.  In
addition, Raycom asserted that, without the stability and operating efficiencies that joint
ownership provides, the WMC stations "could not continue to produce the abundance of locally-
originated programming that they currently broadcast."  

 12.  Here, Raycom contends that, due to joint ownership of the WMC stations, it
continues to experience substantial economic efficiencies and cost savings totalling approximately
$400,000 per year.  This figure includes a savings of $180,000 attributable to the stations' joint
news-gathering function.  Separating the WMC stations for independent operation, Raycom
claims, would involve an additional, one-time cost of approximately $2 million to cover the
construction of a new tower and the installation of a new transmitter and antenna.   Raycom
asserts that, but for these cost savings, it would be unable to produce the breadth of public
service programming it currently offers, such as: (1) Mike in the Morning, a listener participation
program dealing with local and national issues, including live news, weather and traffic
information; (2) One Hour News Block, a news program including a simulcast of WMC-TV's
news along with additional news, traffic weather and farm information; and (3) WMC-AM's
Monday through Friday simulcasts of WMC-TV's news programs.  As for other public service
benefits derived from joint operation, Raycom refers to the WMC stations' support of the Bridge
Builders Speaker Series to promote racial harmony, the Race for the Cure to benefit cancer
research and Starry Nights to benefit Metropolitan Interfaith Association.  Raycom adds that the
WMC stations have a stronger equal employment opportunity "effort" than they might otherwise
have as independent stations due to common management and sharing of recruitment sources, job
openings and applicant referrals.  

 13.  Other Media Outlets/Types of Facilities.  Having no other media interests in the
Memphis market, Raycom refers to our conclusion in Raycom I that continuation of the WMC
station combination would not present issues of market dominance inconsistent with the public
interest given the substantial level of competition in the Memphis market.  That conclusion,
Raycom argues, remains true today.  In support, Raycom maintains that the technical facilities
of the WMC stations remain virtually unchanged since our decision in Raycom I.   WMC-TV is
a VHF station operating with 100 kW effective radiated visual power (ERP) from an antenna
height at 308 meters above average terrain (HAAT), WMC-AM is a full-time Class B AM station
operating on 790 kHz at 5 kW day and night and WMC-FM is a Class C FM station operating
on 99.7 MHz at 300 kW ERP from an antenna at 277 meters HAAT.  Raycom contends,
moreover, that the "technical landscape of the Memphis market has remained relatively constant
since Raycom I, and that "the facts continue to demonstrate that joint ownership of the WMC
[s]tations does not dominate the market."  According to Raycom, WMC-TV competes with eight
other television stations in the Memphis market, all of which operate at comparable or higher
power levels.  WMC-FM, though operating at a higher power level, competes with 17 other FM
stations within the Memphis television metro market, and WMC-AM competes with 16 other AM
radio stations in the Memphis market, 10 of which operate at comparable or superior power
levels.  

 14.  Financial Difficulties.  Noting that none of the WMC stations is experiencing
financial difficulties, Raycom asserts that not all of the case-by-case factors are relevant in every
case.  In addition, Raycom states that we previously granted a one-to-a-market waiver in Raycom
I, despite "the healthy financial status of the WMC [s]tations." 
  
 15.  Competition and Diversity in the Market.  The final factor Raycom addresses
concerns the nature of the relevant market vis-a-vis the Commission's concerns about diversity
and competition.  In doing so, Raycom refers to our findings in Omni Broadcasting Company,
12 FCC Rcd 9717 (1997), where we recently considered the assignment of an FM radio station
in Memphis to Flinn Broadcasting Corporation (Flinn), the licensee of a television station and
three other radio stations in the Memphis market.  There, Raycom argues, we determined that
competition and diversity is high in the Memphis market, finding that Flinn's proposed
combination would compete in a market which includes a total of 44 broadcast stations licensed
to over 20 separate owners.  Raycom claims that, since it already commonly owns the WMC
stations, grant of the requested waiver will not adversely affect this level of diversity and
competition.  In fact, Raycom argues, the Memphis market will continue to be served by 25
separate "voices," a number which will not be reduced upon grant of the requested waiver.  More
specifically, Raycom's showing indicates that, including its stations, a total of nine television
stations are licensed to the Memphis DMA, and a total of 35 radio stations are licensed to
communities in the television metro market.  These 44 broadcast stations, Raycom demonstrates,
are owned and operated by 25 separate voices.  Raycom also points to the wide variety of
alternative media in the Memphis DMA, which includes nine daily newspapers, 27 weekly
publications, 32 cable operators with a cable penetration of 62 percent, seven low power
television stations and a VCR penetration rate of 78 percent.  In sum, Raycom asserts that the
significant level of diversity enjoyed by the Memphis DMA is consistent with that considered
in waiver requests previously granted by the Commission, and will not be diminished by the
proposed transaction. 

 16.  Discussion.  In analyzing a case-by-case request for waiver of the one-to-a-market
rule, the Commission's "goal in all situations is to permit the public to benefit from such
efficiencies of operation as may be achieved through the use of common facilities and staff,
consistent with the maintenance of diversity and vigorous competition within the market areas
involved."  Second Report and Order Recon., 4 FCC Rcd at 6491.  We conclude that, on balance,
Raycom's showing in support of its request for waiver of the one-to-a-market rule meets our case-
by-case criteria, and that a waiver in this instance would not adversely affect competition and
diversity in the Memphis market.

 17.   As discussed above, Raycom has shown that continued joint ownership of the WMC
stations will produce economic benefits and cost savings of at least $180,000 per year, and the
avoidance of a one-time expenditure of approximately $2 million.  In Raycom I, we granted a
permanent one-to-a-market waiver based on, among other things, Raycom's demonstration that
cost savings, economies of scale and public interest benefits would continue as a result of its
common ownership of the WMC stations.  We see no reason to discontinue such benefits and
cost savings now, simply because of the unique facts of this case, which involve the
relinquishment of negative control of Raycom by the Transferors who will nonetheless remain
the company's only cognizable shareholders.  Rather, we are satisfied that Raycom's continued
joint operation will ensure the continuation of the public service programming currently offered
on the WMC stations, as well as the other public service benefits realized through the stations'
joint sponsorship and promotion of major community events and charitable causes.

 18.  With respect to the types of facilities involved, the Commission endeavors to predict
and avoid any significant adverse effect on diversity or competition from too powerful a
combination.  Great American Television and Radio Co., 4 FCC Rcd 6347, 6349 (1989).  While
the technical facilities of the WMC stations are significant, we find that, given the substantial
competition in the Memphis market, continuation of the AM/FM/TV combination does not
present issues of market dominance inconsistent with the public interest.  We have noted
elsewhere, moreover, that "as the level of diversity and competition in a market increases, our
concerns grounded in technical strength of the combining facilities decrease."  Louis DeArias,
11 FCC Rcd 3662, 3666 (1996).  In this vein, the Memphis DMA has a significant level of
diversity due to the presence of numerous competing television and radio stations in the market
and a wide variety of alternative media. 

 19.  Although none of the WMC stations are experiencing financial difficulties, we note
that not all of the case-by-case factors are relevant in every case.  See Second Report and Order
Recon., 4 FCC Rcd at 6491.  In fact, the Commission has previously granted one-to-a-market
waivers where there was no finding that any of the stations were in financial distress.  See, e.g.,
Omni Broadcasting, 12 FCC Rcd at 9721; Stockholders of Infinity Broadcasting, 12 FCC Rcd
5012, 5052 (1996).

 20.  Finally, we find that the continued joint ownership of the WMC stations will not
diminish diversity in Memphis, the 42nd television market.  Raycom has no other media interests
in the Memphis market, and our review of Raycom's showing confirms that, upon grant of these
applications, Memphis will continue to be served by 17 AM stations, 18 FM stations and nine
television stations.  Of these 44 broadcast stations, we find that Memphis is served by 25
separately-owned and operated broadcast "voices."  Because grant of these applications will
continue an existing combination, there will be no decrease in this level of diversity and
competition.  Furthermore, a wide variety of other media serves the Memphis DMA, including
nine daily newspapers, 27 weekly publications and 32 cable operators with a 62 percent cable
penetration and seven LPTV stations.  For the foregoing reasons, we are persuaded that the public
interest benefit of continued common ownership of WMC-AM, WMC-FM and WMC-TV in
Memphis warrants a waiver of the one-to-a-market rule.

 21.  Continued Satellite Requests.  Note 5 to Section 73.3555 of the Commission's rules
exempts from application of the multiple ownership rules those television stations that are
"satellite" operations. In Television Satellite Stations, 6 FCC Rcd 4212, 4215 (1991), the
Commission established the requirement that all applicants seeking to transfer or assign satellite
stations justify continued satellite status by demonstrating compliance with a three-part
"presumptive" satellite exemption standard applicable to new satellite stations.  Alternatively,
applicants may demonstrate that there exist "other compelling circumstances" to warrant
continued satellite authorization.  The presumptive satellite exemption is met if the following
three public interest criteria are satisfied: (1) there is no City Grade overlap between the parent
and the satellite; (2) the proposed satellite would provide service to an underserved area; and (3)
no alternative operator is ready and able to construct or to purchase and operate the satellite as
a full-service station.  Id. at 4212.  In furtherance of its proposed transfer of  control,  Raycom 
requests  continued satellite status for four of its stations.  They are: (1) KABY-TV, Aberdeen,
South Dakota, and KPRY-TV, Pierre, South Dakota, which operate as satellites of KSFY-TV,
Sioux Falls, South Dakota; (2) KNDU(TV), Richland, Washington as a satellite of KNDO(TV),
Yakima, Washington; and (3) WTOM-TV, Cheboygan, Michigan, as a satellite of WPBN-TV,
Traverse City, Michigan.  These four satellite stations, Raycom asserts, presumptively qualify
under the Commission's three-part standard. 

 22.  Regarding the first criterion, Raycom demonstrates that no City Grade contour
overlap exists between the authorized facilities of the satellite stations and the authorized facilities
of their respective parent stations.  As to the second criterion, an applicant can use one of two
different tests to demonstrate that an area is underserved.  Under the "transmission test," a
proposed satellite community of license is considered underserved if there are two or fewer full-
service stations already licensed to it.  Id. at 4215.  Review of Raycom's submission shows that
only one other station is licensed to the respective communities of license of KABY-TV, KPRY-
TV and KNDU(TV).  More specifically, KABY-TV shares its community of license, Aberdeen,
with KTSD-TV, Channel 10, KPRY-TV shares its community of license, Pierre, with KDSD-TV,
Channel 16, and KNDU(TV) shares its community of license, Richland, with KTNW, Channel
13.  Similarly, WTOM-TV is the only station licensed to Cheboygan, Michigan.  Therefore, each
of these areas is underserved, and Raycom's four satellite stations satisfy the second presumptive
criterion.

 23.  With respect to the third criterion, an applicant must show that no alternative operator
is ready and able to construct, or to purchase and operate, the proposed satellite as a full-service
station.  Raycom has not attempted to sell any of the stations separately, believing such efforts
would have been futile.  In support of its belief, Raycom submits a statement from Brian E.
Cobb, an experienced broadcast broker.  Mr. Cobb had submitted letters relating to Raycom's
previous satellite requests for KABY-TV, KPRY-TV, WTOM-TV and KNDU(TV), see supra
nn.5 & 6, concluding that they would not be viable as stand-alone stations.  Upon review of his
previous analyses and the relevant market information, Mr. Cobb again concludes that Raycom's
four satellite stations would not be viable as stand-alone stations.  He explains that, in his
judgment, "it is unreasonable to expect that a qualified buyer could be found to operate any of
the stations as a full service station, especially in the current environment where buyers are aware
of the impending need to expend large sums of money to convert stations from NTSC to DTV
service."

 24.  KABY-TV (Aberdeen, South Dakota) and KPRY-TV (Pierre, South Dakota). 
According to Mr. Cobb's statement, KABY-TV and KPRY-TV provide free over-the-air network
television service to small, outlying communities which otherwise would be deprived of such
service.  He reasons, first, that these stations serve small communities which lack an economic
base to support a full-service station.  Further, Mr. Cobb doubts that KABY-TV and KPRY-TV
could retain network affiliation because they are located in the same Sioux Falls-Mitchell, South
Dakota DMA as their parent station, KSFY-TV.  It is Mr. Cobb's view, moreover, that the
networks are not inclined to affiliate with markets as small as Aberdeen and Pierre, and he notes
that KSFY-TV's CBS and Fox competitors also operate satellites to reach underserved areas. 
Believing no viable buyer exists who would operate either KABY-TV or KPRY-TV as a full-
service station, Mr. Cobb states that he would decline an opportunity to list the stations if he was
solicited to do so.

 25.  KNDU(TV) (Richland, Washington).  Mr. Cobb likewise affirms his previous
conclusion that KNDU(TV) would not be viable as a stand-alone station and claims no
knowledge of any changes in the Pasco-Richland-Yakima, Washington DMA which would alter
that conclusion.  If converted to a full-service station, he maintains, KNDU(TV) has a high
probability of being financially unsuccessful, and would operate at a "severe competitive
disadvantage" to the other stations in the DMA, each of which operates a satellite station.  In
addition, he remarks, KNDU(TV) has little chance for survival as a stand-alone facility because
it lacks any prospects of meaningful network affiliation, and because neither KNDU(TV) nor its
parent station has a sufficient signal to cover the entire DMA, a necessity for viability.  Mr. Cobb
concludes that, in order for KNDU(TV) to survive and provide service to its community of
license, it must continue to operate as a satellite of a viable parent facility.

 26.  WTOM-TV (Cheboygan, Michigan).  As in the case of KNDU(TV), Mr. Cobb reaches
the same conclusion, here, as he did in his 1996 analysis, that WTOM-TV would not be viable
as a stand-alone station.  Nor does he have knowledge of any material changes in the Traverse
City-Cadillac, Michigan DMA which would justify operating WTOM-TV as a stand-alone station. 
Mr. Cobb asserts that WTOM-TV has four competitors in the Traverse City-Cadillac DMA, all
of whom operate satellite facilities to cover this expansive market.  Without satellite service, he
asserts, much of the area in that DMA would go unserved.  Mr. Cobb also points out that
WTOM-TV is the only television station licensed to Cheboygan, and contends that the station
could not financially survive without the support of WPBN-TV, its parent station in Traverse
City.  Furthermore, he does not believe that WTOM-TV, as a stand-alone, would be attractive
to a responsible owner.  For these reasons, Mr. Cobb states that he would decline marketing
WTOM-TV as a full-service station "knowing that its financial success would be so in question."

 27.  Based on all of the information provided, we believe that Raycom has not only
satisfied the first two criteria of the Commission's presumptive satellite exemption standard, but
has demonstrated the unlikelihood of finding an alternative buyer ready and able to operate any
of its four satellite stations on a stand-alone basis.  Therefore, we find that the continued
operation of KABY-TV, KPRY-TV, KNDU(TV) and WTOM-TV as satellites of their respective
parent stations would be in the public interest.  Among the matters being reexamined in the
Commission's broadcast television ownership policies in the Television Ownership Second
Further Notice is the continued exemption of satellite stations from broadcast ownership
restrictions.  Accordingly, we will condition the grant of these satellite proposals on whatever
action is taken in that proceeding.

                                CONCLUSION

 28.  Having determined that the applicants are qualified in all respects, we find that grant
of the applications to transfer control of Raycom Media, Inc. from John E. Hayes and William
C. Zortman  to John E. Hayes, William C. Zortman and qualifying employees under the 1997
Raycom Media Restricted Stock Plan will serve the public interest.
 
 29.  IT IS FURTHER ORDERED, That the request for a conditional waiver of the
television duopoly rule, Section 73.3555(b) of the Commission's rules, to permit the common
ownership by Raycom Media, Inc. of television stations KTVO(TV), Kirksville, Missouri, and
KWWL(TV), Waterloo, Iowa IS GRANTED, subject to the outcome of the Commission's
pending broadcast ownership rulemaking, MM Docket Nos. 91-221 and 87-8.  Should divestiture
be required as a result of that proceeding, the licensee is directed to file, within six months from
the release of the final order in MM Docket Nos. 91-221 and 87-8, an application for
Commission consent to dispose of such station(s) as would be necessary for Raycom Media, Inc.
to come into compliance with the rules as provided in the final order.

 30.  IT IS FURTHER ORDERED, That the request for a permanent waiver of the
Commission's one-to-a-market rule, 47 C.F.R.  73.3555(c), to allow Raycom's common
ownership and operation of WMC-AM, WMC-FM and WMC-TV, Memphis, Tennessee, IS
GRANTED.  

 31.  IT IS FURTHER ORDERED, That the requests of Raycom Media, Inc. for operation
of KABY-TV, Aberdeen, South Dakota, KPRY-TV, Pierre, South Dakota, WTOM-TV,
Cheboygan, Michigan and KNDU(TV), Richland, Washington, pursuant to the satellite exemption
of Note 5 to 47 C.F.R.  73.3555, ARE GRANTED, subject to the outcome of the Commission's
pending television ownership rulemaking in MM Docket Nos. 91-221 and 87-8.

 32.  Accordingly, IT IS ORDERED, That the above-captioned applications for transfer
of control of Raycom Media, Inc. from John E. Hayes and William C. Zortman to John E. Hayes,
William C. Zortman and qualifying employees under the 1997 Raycom Media Restricted Stock
Plan, ARE GRANTED. 



                          FEDERAL COMMUNICATIONS COMMISSION





                          Roy J. Stewart
                          Chief, Mass Media Bureau