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

In re Applications of         )
                              )
SHAREHOLDERS OF AMERICAN      )                           File Nos. BTC, BTCH,
BTCFT-
RADIO SYSTEMS CORPORATION     )                           971024GA through GN, GU
                              )                           through A4 and A8-G4 
Transferor                    )                           
                              )
and                           )                           
                              )
CBS CORPORATION       )
                              )
Transferee                    )
                                     )
For Transfer of Control of    )               
American Radio Systems Corporation,                       )               
Licensee of:                  )
WBMD(AM), Baltimore, Maryland )
WBGR(AM), Baltimore, Maryland )
WWMX(FM), Baltimore, Maryland )
WOCT(FM), Baltimore, Maryland )
WQSR(FM), Catonsville, Maryland                           )
WRKO(AM), Boston, Massachusetts                           )
WBMX(FM), Boston, Massachusetts                           )
WNFT(AM), Boston, Massachusetts                           )
WEEI(AM), Boston, Massachusetts                           )
WEGQ(FM), Lawrence, Massachusetts                         )
WYRK(FM), Buffalo, New York   )
WJYE(FM), Buffalo, New York   )
WLCE(FM), Buffalo, New York   )
WECK(AM), Cheektowaga, New York                           )
WKRQ(FM), Cincinnati, Ohio    )
WGRR(FM), Hamilton, Ohio      )
WYLX(FM), Lebanon, Ohio       )
KMJ(AM), Fresno, California   )
KSKS(FM), Fresno, California  )
KRNC(FM), Fresno, California  )
KNAX(FM), Fresno, California  )                           
KVSR(FM), Fresno, California  )
KOQO-FM, Fresno, California   )
KOOR(AM), Clovis, California  )
WTIC(AM), Hartford, Connecticut                           )
WTIC-FM, Hartford, Connecticut)
WZMX(FM), Hartford, Connecticut                           )
WRCH(FM), New Britain, Connecticut                        )
KLUC-FM, Las Vegas, Nevada    )
KMXB(FM), Henderson, Nevada   )
K232CO, Boulder City, Nevada  )
K272DD, Pahrump, Nevada       )
KMZQ-FM, Henderson, Nevada    )
KXTE(FM), Pahrump, Nevada     )
KSFN(AM),  Las Vegas, Nevada  )
KXNT(AM), North Las Vegas, Nevada                         )
KUPL(AM), Portland, Oregon    )
KUFO(FM), Portland, Oregon    )
KBBT-FM, Banks, Oregon        )
WCMF-FM, Rochester, New York  )
WRMM-FM, Rochester, New York  )
WPXY-FM, Rochester, New York  )
WZNE(FM), Brighton, New York  )
WQSO(FM), Rochester, New Hampshire                        )
WZNN(AM), Rochester, New Hampshire                        )
WERZ(FM), Exeter, New Hampshire                           )
WMYF(AM), Exeter, New Hampshire                           )
KYMX(FM), Sacramento, California                          )
KZZO(FM), Sacramento, California                          )
KQPT(AM), Sacramento, California                          )
KSJO(FM), San Jose, California)
KBAY(FM), Gilroy, California  )
WIRK-FM, West Palm Beach, Florida                         )
WEAT(AM), West Palm Beach, Florida                        )
WEAT-FM, West Palm Beach, Florida                         )
WAAF(FM), Worcester, Massachusetts                        )
WWTM(AM), Worcester, Massachusetts                        )
KKMJ-FM, Austin, Texas        )
KJCE(AM), Rollingwood, Texas  )
KAMX(FM), Luling, Texas       )
KSFM(FM), Woodland, California)
KUPL-FM, Portland, Oregon     )
KKJZ(FM), Lake Oswego, Oregon )
K251AD, Beaverton, Oregon     )
WSOC-FM, Charlotte, North Carolina                        )
WSSS(FM), Charlotte, North Carolina                       )
WNKS(FM), Charlotte, North Carolina                       )
KBEQ-FM, Kansas City, Missouri)
KFKF-FM, Kansas City, Kansas  )
KOWW(AM), Blue Springs, Missouri                          )
KRPM(AM), Seattle, Washington )
KBKS(FM), Tacoma, Washington  )
WDSY-FM, Pittsburgh, Pennsylvania                         )
W298AE, New Brighton, Pennsylvania                        )
WGIV(AM), Charlotte, North Carolina                       )
WFNZ(AM), Charlotte, North Carolina                       )
WPEG(FM), Concord, North Carolina                         )
WBAV-FM, Gastonia, North Carolina                         )
WBZZ(FM), Pittsburgh, Pennsylvania                        )
WZPT(FM), New Kensington, Pennsylvania                    )
KHTK(AM), Sacramento, California                          )
KNCI(FM), Sacramento, California                          )
KRXQ(FM), Sacramento, California                          )
KMPS-FM, Seattle, Washington  )
KYCW(FM), Seattle, Washington )
KZOK-FM, Seattle, Washington  )
KEZK-FM, St. Louis, Missouri  )
KSD(FM), St. Louis, Missouri  )
KFNS(AM), Wood River, Illinois)
KYKY(FM), St. Louis, Missouri )
KUFX(FM), Fremont, California )
KINK-FM, Portland, Oregon     )
KFRG(FM), San Bernardino, California                      )
KXFG(FM), Sun City, California)
KEZR(FM), San Jose, California)
KLUE(FM), Soledad, California )
KOZN(FM), Kansas City, Missouri                           )
KMXV(FM), Kansas City, Missouri                           )
KLOU(FM), St. Louis, Missouri )
KKIK(FM), Temple, Texas       )
KEZN(FM), Palm Desert, California                         )
                              )
                              )
THE AUDIO HOUSE       )       File Nos. BALH-971224GV
Assignor                      )                           BALCTB-971224HI, HJ
                              )
and                           )
                              )
THE KOME TRUST,       )
BILL CLARK, TRUSTEE   )
Assignee                      )
                              )
For the Assignment of the license of                      )
KOME(FM), San Jose, California)
KOME-FM1, Santa Cruz, Calfornia                           )
KOME-FM2, Morgan Hill, California                         )
                              )
                              )
AMERICAN RADIO SYSTEMS LICENSE                            )                    File No.  BAL-971224GW
CORPORATION           )       
Assignor                      )
                              )                           
                              )
and                           )
                              )
THE BOSTON LICENSE TRUST,     )

BILL CLARK, TRUSTEE   )
Assignee                      )
                              )
For the Assignment of the License of                      )
WNFT(AM), Boston, Massachusetts                           )
                              )
                              )
AMERICAN RADIO SYSTEMS LICENSE)                           File Nos. BAL, BALH-
971224GX
CORPORATION           )       through 971224HB
Assignor                      )
                              )
and                           )
                              )
THE BALTIMORE LICENSE )
TRUST, BILL CLARK, TRUSTE     )
Assignee                      )
                              )
For the Assignment of the Licenses of                     )
WBMD(AM), Baltimore, Maryland )
WBGR(AM), Baltimore, Maryland )
WWMX(FM), Baltimore, Maryland )
WOCT(FM), Baltimore, Maryland )
WQSR(FM), Catonsville, Maryland                           )
                              )
                              )
AMERICAN RADIO SYSTEMS LICENSE)                           File Nos. BAL, BALH-
971224HC
CORPORATION           )       through HE, HG 
Assignor                      )
                              )
and                           ) 
                              )
THE SAN FRANCISCO/SAN JOSE    )
LICENSE TRUST, BILL CLARK, TRUSTEE                        )
Assignee                      )
                              )
For the Assignment of the Licenses of                     ) 
KSJO(FM), San Jose, California)
KBAY(FM), Gilroy, California  )
KEZR(FM), San Jose, California)
KUFX(FM), Fremont, California )

MEMORANDUM OPINION AND ORDER
 


   Adopted:   May  27, 1998                                                      Released:  May 27, 1998

By Chief, Mass Media Bureau:

      1.  The Commission, by the Chief, Mass Media Bureau, has before it for consideration the above-
captioned applications seeking consent to the transfer of control of American Radio Systems Corporation
(ARSC) from the shareholders of ARSC to CBS Corporation (CBS), and related applications to assign
certain ARSC and CBS radio stations to trusts. 
                                     
                                  SUMMARY
      
      2.   The transfer of control applications involve the merger of ARSC and CBS.  Pursuant to an
Agreement and Plan of Merger dated September 19, 1997, as amended, ARSC will survive as a wholly-
owned subsidiary of CBS. Our review of the merger includes consideration of: (1) CBS's request for four
conditional one-to-a-market waivers in connection with its acquisition of ARSC stations in Boston,
Baltimore, Pittsburgh and San Francisco-Oakland-San Jose; and (3) proposals to assign stations in Boston,
Baltimore and San Francisco-San Jose to trusts in order to facilitate the merged entity's compliance with
the numerical limitations of the radio local ownership rules.  

      3.  Additionally, our consideration of the merger will take into account divestiture of stations in
Baltimore, Boston, and St. Louis that is required pursuant to an agreement with the Department of Justice
settling a civil antitrust case related to CBS's acquisition of ARSC's radio stations. (DOJ Settlement
Agreement).  Proposed Final Judgment in United States v. CBS Corporation and American Radio Systems
Corporation, Case No. 98CV00819 (D.D.C., filed Mar. 31, 1998).    

      4.  The merger, the underlying transfer of control applications, the one-to-a-market waiver requests
and the trust applications are now unopposed.  In this regard, we note that Dennis and Patty Montalbano,
individually and on behalf of German Auto Repair filed a timely petition to deny the application to
transfer of control KMJ(AM), Fresno, California,  one of the ARSC stations involved in this transaction. 
The Montalbanos had also filed a petition to deny the license renewal application of KMJ(AM).  However,
the Montalbanos subsequently requested withdrawal of their petitions, which were dismissed by the staff. 
The staff also determined that no substantial and material questions of fact concerning ARSC's
qualifications to be or remain a licensee of KMJ(AM) were raised by the Montalbanos' petitions.  See
Letter from Linda B. Blair, Chief, Audio Services Division, Mass Media Bureau, Feb. 25, 1998.  

      5.  CBS directly, or through its subsidiaries, controls fifteen full-service television stations, three
television satellite stations, and  75 radio stations (31 AM stations and 44 FM stations).  As a result of
the proposed merger, CBS will acquire 97 radio station licenses or permits (24 AM stations and 73 FM
stations).  As a result of the proposed merger, CBS will acquire existing ARSC radio station groups in
local radio markets in thirteen metropolitan areas where it does not control any radio or television stations. 
CBS will also acquire radio stations from ARSC in local radio markets in ten metropolitan areas where
it already controls radio station groups.  CBS has submitted showings to demonstrate the merged entity's
radio ownership complies with the Commission's local radio ownership rules in all relevant local radio
markets where it will add ARSC stations to its existing radio combinations-- with the exception of certain
markets in Boston, Baltimore, and San Francisco-San Jose.  CBS will have to divest itself of stations in
these local radio markets in order to come into compliance with the numerical limits of the local radio
ownership rules.  In the event that the required divestitures have not taken place, CBS proposes to assign
stations in these radio markets to fixed, short-term trusts insulated in accordance with the Commission's
rules and policies. The assignment of these stations to trusts would eliminate the merged entity's
attributable interests in stations exceeding the local radio ownership rules' numerical limitations and allow
the merger to go forward.   

      6.  CBS also has radio-television station combinations in four markets where it also proposes to
acquire ARSC radio stations --Boston, Baltimore, Pittsburgh and San Francisco-Oakland-San Jose. CBS
controls permanent radio-television combinations in two of these markets -- Pittsburgh and San Francisco-
Oakland-San Jose.  See Westinghouse Electric Corporation, Request for Permanent Waivers of Section
73.3555(c), 12 FCC Rcd 5012 (1996)(granting permanent one-to-a-market rule waiver in San Francisco-
Oakland-San Jose); Stockholders of CBS Inc., 11 FCC Rcd 3733 (1995)(granting permanent one-to-a-
market rule waiver in Pittsburgh). CBS also was granted an additional temporary, conditional one-to-a-
market waiver in San Francisco-Oakland-San Jose in connection with its merger with Infinity Broadcasting
Corporation. See Stockholders of Infinity Broadcasting Corporation, 12 FCC Rcd 5012 (1996). CBS also
holds temporary, conditional waivers for radio-television combinations in Boston and Baltimore. Id.  The
temporary, conditional one-to-a-market rule waivers for San-Francisco-Oakland-San Jose, Boston and
Baltimore were granted for a period ending six months after the Commission issues its decision in the
television ownership proceeding, in which the Commission is considering issues related to radio-television
cross-ownership.

      7.  Because the proposed merger will result in its acquisition of additional radio stations in Boston,
Baltimore, and Pittsburgh, CBS requests conditional one-to-a-market waivers in these three markets for
a period ending six months after the Commission issues its decision in the television ownership
proceeding.  CBS states that it currently does not anticipate that the merger will create any new radio-
television combinations in the San Francisco-Oakland-San Jose market.  In this regard, CBS cannot acquire
any of ARSC's four San Jose area radio stations without exceeding the local radio ownership rules'
numerical limitations.  Thus, CBS proposes to complete the sale of one of ARSC's San Jose stations and
to place the remaining stations in an insulated trust so that they may be sold to new parties.  However,
CBS may decide instead to sell one or more of the stations it already owns in order to come into
compliance with the local radio ownership rules in San Francisco-San Jose.  If this occurs, the ARSC
stations held in trust could be assigned to CBS.  CBS's potential acquisition of one of ARSC's San Jose
radio stations, KUFX(FM), would require a waiver of the one-to-a-market rule. CBS requests a temporary,
conditional one-to-a-market waiver in San Francisco-Oakland-San Jose to permit the acquisition of
KUFX(FM) from the trust in the event that such an acquisition becomes permissible under the local radio
ownership rules.  
      
      8.  For the reasons that follow, we will grant the transfer of control of ARSC to CBS and the
temporary one-to-a-market waivers requested in connection with the transfer of control, conditioned on
the outcome of the television ownership proceeding.  However, our approval of the merger and the
underlying applications to transfer control of ARSC to CBS will be conditioned on the assignment of
certain stations to trusts in order to ensure that the merged entity complies with the Commission's local
radio ownership rules in these markets.  

      9.   Our approval of the merger and the underlying transfer of control applications also will be
modified to take into account the DOJ Settlement Agreement, which requires the merged entity to divest
itself of a total of seven stations:  four in Boston; one in Baltimore; and two in St. Louis.  Specifically,
under the terms of the DOJ Settlement Agreement, CBS will be required to divest the following stations
currently controlled by ARSC:  WOCT(FM), Baltimore; KSD(FM) and KLOU(FM), both in St. Louis;
WEEI(AM), WRKO(AM), both in Boston, WEGQ(FM), Lawrence, Massachusetts, and WAAF(FM),
Worcester, Massachusetts.  Divestiture of the stations must be completed within six months of
consummation of the trust applications that will be approved herein, or within nine months of the filing
of the complaint in the civil antitrust action -- March 31, 1998-- whichever is earlier.  


                        MULTIPLE OWNERSHIP MATTERS

                        Radio Contour Overlap Rule

      10.  Background. The radio local ownership rules impose restrictions on the number of radio
stations in the same service and on the number of radio stations overall which may be commonly owned
in any given local radio market.  A local radio market is defined by the area encompassed by the mutually
overlapping principal community contours of the stations proposed to be co-owned. See Implementation
of Sections 202(a) and 202(b)(1) of the Telecommunications Act of 1996, 11 FCC Rcd 12368, 12370
(1996).  Under the radio local ownership rules, as amended by the Telecommunications Act of 1996, in
a radio market with 45 or more commercial radio stations, a party may own up to eight commercial radio
stations, no more than five of which are in the same service; in a market with 30 to 44 commercial radio
stations, a single entity may own up to seven commercial radio stations, no more than four of which are
in the same service; in a market with 15 to 29 stations, a party may own up to six stations, no more than
four of which are in the same service; and, in markets with 14 or fewer stations, one owner may hold up
to five stations, no more than three of which are in the same service, except that no one entity may control
more than 50 percent of the stations in a market.  Id.  See also Telecommunications Act of 1996, Section
202(b).    
      
      11. As result of the proposed merger, CBS will acquire existing ARSC radio station combinations
in local radio markets in the following areas, where it does not control any radio stations: Austin;  Buffalo; 
Cincinnati;  Charlotte;  Fresno;  Kansas City, Missouri;  Las Vegas;  Palm Springs; Portland; Portsmouth-
Dover-Rochester, New Hampshire; Seattle; West Palm Beach, Florida; and Rochester, New York. ARSC's
ownership of these existing station groups was previously reviewed pursuant to the Commission's local
radio ownership rules and approved.  Nothing in the record suggests that permitting the transfer of these
previously passed-upon combinations would be contrary to the public interest.    
      
      12.  CBS also will add ARSC stations to its existing radio station groups in local radio markets
in the following areas: Pittsburgh; Los Angeles; St. Louis; and New York-Hartford. CBS has submitted
showings to demonstrate that these proposed radio combinations comply with the local radio ownership
rules.  Our review of the showings submitted by CBS confirms that the merged entity's radio ownership
in Pittsburgh, St. Louis, New York-Hartford, and Los Angeles complies with the radio ownership rules'
numerical limitations on overall radio ownership and on same-service ownership.  Nonetheless, under the
terms of the DOJ Settlement Agreement, the merged entity will be required to divest itself of two of the
four St. Louis FM stations that it proposes to acquire from ARSC -- KSD(FM) and KLOU(FM).  We will
condition our approval of the merger accordingly. 
      
      13.  CBS's acquisition of ARSC's stations in Boston, Baltimore, and San Francisco-San Jose-
Sacramento-- where it already has existing radio station groups-- would exceed the local rules' numerical
limitations.  In the applications associated with the merger, CBS stated its intent to come into compliance
with the local radio ownership rules prior to consummating the merger by either selling stations to new
parties or by assigning stations to insulated trusts for a limited six month period.  In this regard,  CBS
stated that it would actively pursue the sale of stations that must be divested to minority-controlled entities,
including those which would constitute new entrants to broadcasting.  The Minority Media and
Telecommunications Council ("MMTC") would assist CBS in the search for minority-controlled buyers. 
CBS pledges to ensure that these potential buyers are afforded a full and fair opportunity to pursue and
complete sale transactions for stations that must be divested, including a reasonable amount of time to
raise capital.  

      14.  All of the necessary applications for the sale of stations in Boston, Baltimore and San
Francisco-San Jose have not been filed.  Accordingly, in order to facilitate its ability to consummate the
merger, CBS proposes to come into compliance with the local radio ownership rules by assigning to
insulated trusts stations in Boston, Baltimore and San Francisco-San Jose.  To preserve the insulation of
the trusts, yet permit CBS to carry through on its commitment to seek minority and new entrant buyers,
CBS has filed an amendment to the transfer of control applications stating that the trusts will direct the
trustee to pursue this course where the stations in trust are to be sold.  Moreover, CBS states that if
stations held in trust are subsequently reassigned to the merged entity, CBS will honor the commitment
to seek out minorities and new entrants to the extent that these stations are subsequently sold by CBS.  
      
           Boston, Baltimore, San Francisco-San Jose-Sacramento

      15.  Boston.  CBS currently has ownership interests in the licenses of four radio -- one AM and
three FM stations.  ARSC controls seven radio stations in the Boston area -- four AM stations,
WRKO(AM), WEEI(AM), WWTM(AM) and WNFT(AM), and three FM stations, WBMX(FM),
WEGQ(FM), and WAAF(FM).  However, the principal community contours of the eleven Boston area
stations do not all mutually overlap.  Therefore, the merged entity's proposed ownership of radio stations
constitutes a "chain" of stations in five local radio markets that are each composed of stations with
mutually overlapping principal community contours. See generally, Paxson Communications Corporation,
12 FCC Rcd 19583 (1997); Memorandum Opinion and Order in MM Docket 91-140, 7 FCC Rcd 6387,
6395-96 and n.54 (1992)(clarifying the analysis of "chains" of commonly-owned stations that do not all
mutually overlap).          
      
      16.  Based on our review of CBS's showing, we have determined that CBS's proposed radio
ownership in Boston complies with the local radio ownership rules' numerical limits in all but one of the
local radio markets in the chain.  In this local radio market, the merged entity would control nine stations -
-four AM and five FM-- all of which have mutually overlapping principal community contours.  These
nine stations are:  WBZ(AM), WRKO(AM), WEEI(AM), WNFT(AM), WODS(FM), WBCN(FM),
WZLX(FM), WBMX(FM) and WEGQ(FM).  Thus, the proposed radio combination exceeds the overall
ownership limitation of eight stations applicable to this market of 45 or more radio stations.  CBS has
proposed to divest itself of one station, either an AM or an FM, which would bring it into compliance
with the local radio ownership rules, but has not yet filed an application to do so.  Moreover, the radio
combination in this market includes three of the four Boston stations covered by the DOJ Settlement
Agreement -- WRKO(AM), WEEI(AM), and WEGQ(FM).  Divestiture of any one of the stations required
by the DOJ Settlement Agreement would also bring the merged entity into compliance with the
Commission's local radio ownership rules. CBS has filed an application to assign WFNT(AM) to the
Boston License Trust.  CBS asserts that assignment of this station to the trust will bring the merged entity
into compliance with the Commission's rules, so that the merger can be consummated.   During the six
month trust period, CBS will seek to sell the stations it is required to divest by the DOJ.  
      
      17.  Baltimore.  CBS currently controls five radio stations -- two AM and three FM-- in the
Baltimore area.  Likewise, ARSC controls five stations in Baltimore -- two AM stations,  WBMD(AM),
WBGR(AM),  and three FM stations, WQSR(FM), WWMX(FM) and WOCT(FM).  In addition, CBS has
FM stations in the Washington, DC metropolitan area that have principal community contour overlap with
some of the Baltimore stations that it will control as a result of the merger. The merged entity would
control a total of fourteen stations in the Baltimore-Washington, D.C. area.  We have determined, based
on CBS's showing, that the merged entity's proposed ownership of these fourteen stations constitutes three
local radio markets, each composed of stations with mutually overlapping principal community contours. 
Our independent analysis of CBS's showing confirms the merged entity's ownership complies with the
local radio ownership rules' numerical limitations in two markets, which include the mutually overlapping
Baltimore and Washington, D.C. stations, but not in the third market, which includes the stations that CBS
currently owns in Baltimore and the stations that ARSC currently owns in Baltimore.  Specifically, this
local radio market is composed four AM stations and six FM stations, all of which have mutually
overlapping principal community contours:  WJFK(AM), WCAO(AM), WBMD(AM), WBGR(AM) WLIF-
FM, WXYV(FM), WHFS(FM), WQSR(FM), WWMX(FM) and WOCT(FM).    

      18. There are at least 45 stations in the local radio market composed of the proposed co-owned
Baltimore area stations.  The merged entity's ownership of these ten stations in the Baltimore area would
exceed both the overall limit of eight stations as well as the applicable limitation of five same-service
stations.  The DOJ Settlement Agreement requires CBS to divest itself of one of the Baltimore FM stations
in this market --WOCT(FM)-- which would bring the total number of FM stations CBS controls to five. 
CBS also must divest itself of an additional station, either AM or FM, in order to comply with the
Commission's rules. In order to permit consummation of the merger transaction before the required
divestitures take place, CBS has filed applications to assign the following five stations to the Baltimore
License Trust:  WBMD(AM); WBGR(AM); WWMX(FM); WOCT(FM); and WQSR(FM).  These are
stations currently controlled by ARSC.  CBS acknowledges that it proposes to place more stations in trust
than would be required by the Commission's rules.  However, CBS has not yet finalized proposals for the
sale of stations that must be divested.  Moreover, CBS states that these stations share employees and, in
some cases, are co-located at shared facilities.  CBS argues that these operational arrangements could not
continue unless all of the stations are assigned to the insulated trust.  
      
      19.  San Francisco-San Jose-Sacramento.  ARSC and CBS both control stations in the San
Francisco-San Jose area.  CBS controls eight stations in the San Francisco-San Jose area --three AM
stations and five FM stations.  ARSC has four FM stations in the San Jose area -- KBAY(FM),
KSJO(FM), KUFX(FM), and KEZR(FM).   ARSC also controls seven radio stations in Sacramento -- two
AM and five FM stations:  KQPT(AM), KHTK(AM), KYMX(FM), KSFM(FM), KZZO(FM), KNCI(FM),
KRXQ(FM).  Although CBS does not control any stations in the Sacramento area, KCBS(AM) and
KFRC(AM), two of its San Francisco AM stations, have principal community contours that overlap some
of ARSC's Sacramento stations.  In addition, one of ARSC's Sacramento AM stations, KHTK(AM),
overlaps some of the stations that the merged entity would control in San Francisco-San Jose.  

      20.  Based on our analysis of CBS's showing, which takes into account proposed modifications
of certain stations, we conclude that the merged entity's  proposed ownership of a total of nineteen stations
in San Francisco-San Jose-Sacramento constitutes six local radio markets, each of which is composed of
stations with mutually overlapping principal community contours.  We also have confirmed that the
merged entity would comply with the local radio ownership rules' numerical limitations in five of the six
markets.  However, in the sixth market, which has at least 45 stations, CBS already owns the eight-station
overall maximum, as well as the maximum number of five FM stations -- KCBS(AM), KFRC(AM),
KYCY(AM), KITS(FM), KYCY-FM, KLLC(FM), KOME(FM), KFRC(FM).  Thus, CBS's acquisition
of ARSC's four additional FM stations -- KUFX(FM), KEZR(FM), KSJO(FM), and KBAY(FM)-- would
result in the merged entity's ownership of twelve stations with mutually overlapping principal community
contours -- three AM and nine FM-- in the same local radio market, exceeding the applicable numerical
limitations.

      21. The Commission has approved ARSC's sale of KSJO(FM), but that the sale has not been
consummated.  Even after the sale of KSJO(FM) is completed, however, the merged entity would have
to divest three additional FM stations in order to comply with the local radio ownership rules.  CBS has
stated that it intends to sell the three remaining ARSC San Jose stations --KEZR(FM), KUFX(FM) and
KBAY(FM)-- although existing CBS stations may instead be substituted for the ARSC stations to be
divested. In order to come into compliance with the local radio ownership rules so that the merger can
be consummated, CBS also has filed applications to assign to ARSC's four San Jose stations -- including
KSJO(FM)-- to The San Francisco/San Jose License Trust.  CBS has also filed an application to assign
one of the stations that it currently controls in  San Jose -- KOME(FM)--  to the KOME Trust.  
      
      22.  CBS also acknowledges, as it did with respect to the Baltimore License Trust, that it proposes
to place more stations in trust than would be required in order to comply with the local radio ownership
rules.  CBS points out that as is the case with the Baltimore stations proposed to be held in trust, some
of the stations to be assigned to the San Francisco/San Jose License Trust are operated with common
facilities and employees.         

                                Discussion

      23.  The Commission previously has approved the use of properly insulated trust arrangements
as a legitimate means to avoid attribution of a broadcast interest under the Commission's multiple
ownership rules.  Attribution of Ownership Interests, 97 FCC 2d 997, 1023 (1984), reconsideration
granted in part, 58 RR 2d 604 (1985), further reconsideration granted in part, 1 FCC Rcd 802
(1986)("Attribution").  Thus, "trusts are occasionally established specifically to effect compliance with the
Commission's rules for holdings which would violate the [multiple ownership] rules if held outright." Id. 
See e.g., Stockholders of Infinity, 12 FCC Rcd at 5040-41; Viacom Inc., 9 FCC Rcd 1577, 1578 (1994);
Twentieth Holdings Corporation, 4 FCC Rcd 4052 (1989).  Under the Commission's attribution criteria,
the ownership interests of trustors or beneficiaries will not be attributed to them if they are sufficiently
insulated to prevent the exercise of control or influence over the trustee.  We have reviewed the four
agreements for the proposed trusts and find that these agreements conform in all respects with the
Attribution insulation standards.  Although the trusts are not irrevocable because they are subject to prompt
termination upon divestiture of a sufficient number of stations in the relevant local radio markets in
Boston, Baltimore, and San Francisco-San Jose-Sacramento, this provision does not affect the trusts'
eligibility for insulation from attribution. See, e.g., Stockholders of Infinity, 12 FCC Rcd at 5041; 
Twentieth Holdings, 4 FCC Rcd at 4054.    Moreover, the trusts ensure that control of the stations rests
with, and must be exercised solely by, the designated trustee.  The trust instruments clearly state that there
will be no communications with the trustee regarding the management or operation of the stations subject
to the trusts.  Additionally, CBS and ARSC have specifically demonstrated the independence of the
trustee, Bill Clark, an individual with no familial or business relationships with ARSC or CBS. However,
the trust applications reveal that Mr. Clark is a member of the Broadcasting Management Committee of
the board of directors of Latin Communications Group, Inc., which controls stations in the San Jose area.
Mr. Clark has pledged to resign his position with LCG prior to consummation of the applications covering
the stations in the San Francisco/San Jose License Trust and the KOME Trust. 

      24.  Because CBS and ARSC have not yet filed applications to assign a sufficient number of
stations in local radio markets in Boston, Baltimore, and San Francisco-San Jose-Sacramento to new
parties, the merger cannot be consummated unless we approve the applications to assign stations in these
markets to the named trusts.  Therefore, our approval of these insulated trust arrangements will facilitate
the merger closing.  Nevertheless, we recognize that the merged entity will hold beneficial interests in
additional stations in Boston, Baltimore and San Francisco-San Jose, through the insulated trusts, that
exceed the maximum permitted under the numerical limitations of the local radio ownership rules.  The
Commission previously has indicated that although these kind of trust arrangements may be effective in
avoiding the influence which would trigger attribution and our concern for diversity, they are less able,
given that CBS is the beneficiary of the trusts, to avoid the Commission's concern for competition in the
affected markets.  See, e.g., Shareholders of Infinity, 12 FCC Rcd at 5041. This is particularly true where,
as here, disposition trust arrangements are not proposed. Although some of the stations to be held in trust
ultimately may be sold to new parties, the sale of other stations in these markets may be elected. Thus,
not all of the stations held in trust may be offered for sale to competitors who would otherwise acquire
the stations to more effectively compete with CBS.  If the merged entity divests a sufficient number of
its other stations in these markets, and comes into compliance with the local radio ownership rules, stations
held in trust would be reassigned to the merged entity.  Under these circumstances, we have previously
concluded that the trust arrangements must be of a fixed, short-term duration.  Accordingly, we will
approve the applications to assign stations to trusts for a limited period of up to six months.  However, 
we will condition our approval of the trust applications on Mr. Clark's resignation from his position with
LCG, an entity which controls radio stations in San Jose.  Our approval of the trust applications will allow
for a reasonable period of time for the necessary divestitures to be completed and the trusts to be
terminated. The trusts themselves include provisions for prompt termination upon the merged entity's
compliance with the Commission's rules.  In this regard, in each case, within fifteen days of
consummation of the sale of sufficient stations under the radio local ownership rules, applications will be
filed to assign any stations remaining in trust to CBS or its affiliates.  We expect the trustee to comply
with this provision of the trust, and thus the trusts may terminate earlier than the six months allowed.  
Moreover, any request to extend the temporary six month period for the trusts should be filed at least 45
days prior to the expiration of the six month period, and will be closely scrutinized.  

      25.  The Department of Justice has reviewed the merger and has not raised antitrust challenges
to CBS's proposed acquisition of ARSC's San Jose and Sacramento stations.   However, the Department
will require CBS to divest four stations in Boston and one in Baltimore.  The Commission has, in the past,
considered the Department of Justice's antitrust determinations in connection with its review of an
applicant's proposed radio ownership as highly relevant to our decisions.  See, e.g., Stockholders of
Infinity, 12 FCC Rcd 5041-42; Shareholders of Citicasters, Inc., 11 FCC Rcd 19135, 19142 (1996).
Accordingly, we have taken into account in this case the Department's determination concerning the
competitive effect of the merger in these markets.  In addition, the conditions we will impose to ensure
that the merged entity promptly comes into compliance with the Commission's local radio ownership rules,
and our review of the record in light of the required divestitures, persuades us that CBS's acquisition of
ARSC's stations in Boston, Baltimore and San Francisco-San Jose-Sacramento will not have an adverse
effect on competition in those markets.  

      26.  Conclusion. Based on the foregoing considerations, we find that the radio combinations which
CBS will ultimately control after consummation of the merger with ARSC, as modified by the
Department's settlement agreement, do not pose unacceptable risks to competition in the relevant radio
markets. Our determination includes the merged entity's acquisition of existing and previously approved
ARSC radio combinations in markets where CBS has no radio ownership interests. However, our grant
of the transfer of control of ARSC to CBS will be conditioned on compliance with the radio local
ownership rules either by the divestiture of stations in Boston, Baltimore and San Francisco-San Jose prior
to consummation of the merger or transfer of stations in each market to the proposed trusts for a six
month period while the divestitures are completed.  We will also modify our decision based on the
divestiture of stations in Boston, Baltimore, and St. Louis required under the terms of the DOJ Settlement
Agreement.  In this regard, WOCT(FM), one of the Baltimore stations to be assigned to a trust, is also
subject to the DOJ Settlement Agreement.  Under the terms of the consent decree, the Department must
approve the sale of this station to a new party.  We will impose a condition on our grant of the
assignment of WOCT(FM) to the Baltimore License Trust to require the trustee to comply with the terms
of the DOJ Settlement Agreement with respect to the ultimate sale of WOCT(FM) to a new party.  We
also will coordinate our review of the sale of WOCT(FM) to a new party with the Department of Justice
before taking action on that application.  Our review of the record reveals no other circumstances that
would preclude CBS's proposed acquisition, under the local radio ownership rules, of ARSC's radio
stations through the proposed merger. See, e.g., NewCity Communications, Inc., 12 FCC Rcd 3929, 3954-
55 (1997).

          Temporary, Conditional One-to-a-Market Waiver Requests

Background
              
      27. Section 73.3555(c) of the Commission's Rules, the one-to-a-market rule, generally proscribes
common ownership of a television and radio station in the same market.  In the Second Report and
Order in MM Docket No. 87-7 (Second Report and Order), 4 FCC Rcd 1741, recon. granted in part
(Second Report and Order Recon.), 4 FCC Rcd 6489 (1989), the Commission established three standards
for waiver of the rule.  Under these standards, the Commission presumptively favors waiver requests
involving stations combinations serving the top 25 markets where there remain at least 30 separately
owned, operated and controlled broadcast licenses or "voices" after the proposed combination is
consummated ("top 25 market/30 voices" standard). Id at 1751-52.  Second, under the "failed station"
standard, the Commission presumes that the public interest will also be served in cases involving the
acquisition of "failed" broadcast stations, that is, stations that have not been operating for a substantial
period of time, e.g., four months, or that are involved in bankruptcy proceedings.  Id at 1752-53.  Third,
waiver requests not eligible for consideration under either the "top 25 market/30 voices" standard or the
"failed station" standard are evaluated under the more rigorous "case-by-case" standard, as set forth in the
Second Report and Order.    

      28. The one-to-a-market rule waivers requested by CBS all involve markets that are among the
25 largest television markets in the country.  However, because CBS proposes to control a television
station and more than one same-service radio station in each of the markets where it requests one-to-a-
market rule waivers, it bases the waiver requests on the more rigorous case-by-case waiver standard.  See
Memorandum Opinion and Order in MM Docket 91-140, 7 FCC Rcd 6387, 6394 n.40
(1992)(consideration of one-to-a-market waivers under case-by-case standard is appropriate when a
transaction implicates the numerical limitations of the radio local ownership rules, pending possible
revision of the one-to-a-market rule in the television ownership proceeding).  See also Moosey
Communications, Inc., 8 FCC Rcd 5247 (1993).  Under the case-by-case waiver standard, the Commission
makes a public interest determination using the following criteria:  (1) the potential public service benefits
of joint ownership of the facilities, such as the 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) any financial difficulties involving the stations; (5) the nature of the
relevant market in light of the level of competition and diversity after the joint operation is implemented. 
Second Report and Order, 4 FCC Rcd at 1753-54. Not all five of the factors mentioned are necessarily
relevant in each case.  See Second Report and Order Recon.,  4 FCC Rcd at 6491.  

      29.  The requested rule waivers involve ownership of a television station and more than two same-
service radio stations.  Until the issues concerning television-radio cross ownership and the one-to-a-
market rule are resolved in the television ownership proceeding, the Commission's policy is to approve
permanent, unconditional one-to-a-market rule waivers to allow radio-television combinations only where
they are clearly consistent with Commission precedent and do not exceed a combination of one television
station, two AM stations and two FM stations.  See, e.g., Stockholders of Infinity, 12 FCC Rcd at 5031. 
See also, Second Further Notice in the Television Ownership Proceeding, 11 FCC Rcd at 21689. 
Nevertheless, CBS argues that the substantial public interest benefits that will be generated by its merger
with ARSC fully support permanent waivers of the one-to-a-market rule for the proposed television-radio
combinations in Boston, Baltimore, Pittsburgh and San Francisco-Oakland-San Jose. In this regard, CBS
argues, as it has in a previously-approved merger, that the legislative history of the Telecommunications
Act of 1996 expresses congressional support for permitting, on a permanent basis, radio-television
combinations where the proposed ownership of radio stations exceeds two AM and two FM stations. See
Stockholders of Infinity, 12 FCC Rcd at 5043-44.  CBS asserts that Congress has encouraged the
Commission to consider, in connection with its review of radio-television cross-ownership issues, the
current status of competition in radio that resulted in the substantially increased levels of radio ownership
mandated by provisions of the Telecommunications Act of 1996.  However, CBS acknowledges the
Commission's consideration of the one-to-a-market rule in the on-going rulemaking proceeding, and limits
its requests to temporary, conditional waivers.  With the exception of its acquisition of four stations in
Boston -- WEEI(AM), WRKO(AM), WEGQ(FM) and WAAF(FM) -- and one station in Baltimore --
WOCT(FM) -- which are subject to divestiture no later than December 31, 1998, under the DOJ
Settlement Agreement, CBS requests these waivers for a period ending six months after final Commission
action in the pending television ownership proceeding.
              
      30.  CBS requests temporary, conditional one-to-a-market waivers, subject to the outcome of the
television ownership proceeding, in Boston, Baltimore, and Pittsburgh.  In each of these markets, CBS's
acquisition of ARSC will add radio stations to existing radio-television combinations already owned by
CBS.  In Boston, CBS controls one television station, one AM station and three FM stations.  The merger
would result in CBS's acquisition of seven ARSC stations in Boston-- four AM and three FM.  In
Baltimore, CBS has one television station, two AM stations and three FM stations.  CBS would acquire
five ARSC stations in Baltimore as a result of the merger-- two AM and three FM.  However, CBS must
divest stations in Boston and Baltimore under the terms of the DOJ Settlement Agreement and also to
come into compliance with the Commission's radio ownership rules.  See  15-18, and 26 supra.
Following the required divestitures, CBS will control a television/ three AM/ four FM station combination
in Boston.  In Baltimore, where the DOJ Settlement Agreement requires the divestiture of an FM station,
CBS must also divest itself of an additional radio station, either AM or FM, under the local radio
ownership rule.  If the additional divestiture is an AM station, CBS thereafter will control a television/
three AM/ five FM combination in Baltimore.  If an FM is divested, CBS will control a television/four
AM/four FM combination.    

      31.  In Pittsburgh, CBS currently has a permanent television/AM combination and will acquire
three additional FM stations from ARSC.  Thus, CBS will control a television/one AM/ three FM
combination in this market.  

      32. In San Francisco-Oakland-San Jose, CBS controls a combination of one television station,
three AM stations and four FM stations.  ARSC controls KUFX(FM), a station in Fremont, California. 
The Grade A contour of CBS's San Francisco television station, KPIX-TV, encompasses Fremont, and
therefore, the one-to-a-market rule would be implicated if the merged entity acquires this station. However,
as discussed supra at  20-21, CBS's acquisition of ARSC's FM stations in the San Jose area, including
KUFX(FM), would be impermissible under the local radio ownership rules. Thus, KUFX(FM) is to be
assigned to an insulated trust and potentially sold to a new party.  CBS nevertheless states that it
ultimately may decide to sell one or more of the San Francisco area stations that it now controls, so that
the divestiture of KUFX(FM) would not be required for compliance with the local radio ownership rules. 
Accordingly, CBS requests a temporary, conditional one-to-a-market waiver so that the merged entity
would have in place a one-to-a market rule waiver that would allow it to acquire KUFX(FM) from the
trust without violating the one-to-a-market rule.  However, because CBS would have to sell one of its
existing stations in order to acquire KUFX(FM), there would be no expansion of CBS's radio-television
combination in the San Francisco-Oakland-San Jose market.  CBS would still control one television
station, three AM stations and four FM stations with a temporary radio-television combination that
includes KUFX(FM).
      
Waiver Showings

      33.  Benefits of Joint Operation.  CBS states that joint operation of the radio and television
stations that it currently controls in the markets at issue here has already resulted in operating efficiencies
and cost savings.  Nevertheless, CBS contends that its acquisition of ARSC stations in these markets will
permit the continuation of these efficiencies and will lead to increased cost savings in the future.
Specifically, CBS has made preliminary estimates of projected cost savings for each of the markets where
it will acquire ARSC radio stations.  The total projected cost savings in each market is:  Boston, $450,000;
Baltimore, $500,000; Pittsburgh, $700,000; and San Francisco-Oakland-San Jose, $175,000.  CBS has
broken down its aggregate estimated cost savings into these categories for Boston, Baltimore and
Pittsburgh: (1) centralized management, accounting, engineering and legal functions and other savings in
personnel costs yielding savings of $100,000 in Boston, $100,000 in Baltimore and $200,000 in
Pittsburgh; (2) centralized purchasing and promotion yielding savings of $300,000 in Boston, $300,000
in Baltimore, and $400,000 in Pittsburgh; and (3) facilities consolidation yielding savings of $50,000 in
Boston, $100,000 in Baltimore, and $100,000 in Pittsburgh. CBS states that the potential $175,000
estimated cost savings in San Francisco-Oakland-San Jose will result from sharing personnel, combined
purchasing and joint promotions.  

      34.  CBS will use these cost savings to continue to provide enhanced programming and service
benefits that it has already initiated in these markets, making possible a wide range of programming and
public service benefits.  CBS anticipates that the synergies resulting from the combined CBS/ARSC
television and radio stations in each market will enable the stations to increase local programming and to
increase the scope and depth of their news coverage, particularly during emergencies. CBS also asserts
that the stations acquired as a result of the merger will have access to its significant media resources in
order to enhance their community outreach capabilities. CBS has described specific examples of news and
local public affairs programming that will benefit the markets where it seeks conditional, temporary
waivers. CBS also specifically discusses community service projects and campaigns that will be enhanced
by the merged entity's combined ownership of radio and television stations in Boston, Baltimore,
Pittsburgh and San Francisco-Oakland-San Jose.  In addition, CBS states that in markets where it owns
a television station, its radio stations broadcast a "Parents Guide to Children's Educational Programming," 
an on-air program guide to CBS's television network programming addressing the educational and
informational needs of children.  CBS intends to provide this program guide on the stations that it acquires
from ARSC in Boston, Baltimore, Pittsburgh and San Francisco-Oakland-San Jose.    

      35.  The following programming enhancements, derived from CBS's waiver showing, are
examples of how local programming and news in each market will be improved following consummation
of the merger.  In Boston, CBS states that its existing radio-television combination has benefitted from
the combined news operations of WBZ-TV and WBZ(AM).  These established resources will enable radio
stations acquired by the merged entity to provide better quality and more in-depth news programming. 
In addition, programs now broadcast on ARSC stations, like "New England  Lifestyles" will benefit from
sharing producers and reporters with the CBS stations.  In Baltimore, CBS states that the additional
stations it acquires will be able to take advantage of the news-gathering resources of WJZ-TV in order
to provide more news and information programming, as well as enhanced weather information.  In
addition, locally produced radio programs now broadcast on ARSC stations, such as "Baltimore
Perspectives," will be able to use the public affairs resources of its Baltimore television station in order
to provide broader coverage of issues and information.  In Pittsburgh, the resources of CBS's existing
television/AM radio combination, KDKA-TV and KDKA(AM) will be available to enhance current ARSC
public affairs programs like "Sunday Morning Magazine."  

      36.  CBS also lists other public interest benefits that will result from the merger.  In this regard,
CBS states that the ongoing Equal Employment Opportunity Programs of its radio and television stations
and the ARSC radio stations will be augmented through the merged entity's combined resources to ensure
the maximum benefit is achieved by each station's outreach efforts.  In addition, CBS intends, within one
year of the merger's consummation, to conduct job fairs in Boston, Baltimore, Pittsburgh, and San
Francisco-Oakland-San Jose, as well as in Chicago and Los Angeles.  Participation in these job fairs will
be open to all stations in these markets and will be geared to the minority community.  In this regard,
CBS will seek to conduct the job fairs using facilities of local schools and universities with significant
minority enrollment.  CBS will be assisted in these efforts by the Minority Media and Telecommunications
Council (MMTC).  MMTC will also be given the opportunity to collect resumes of job candidates
participating in the fairs, which will be entered into a national job bank database operated by MMTC. 
CBS also plans, within two years of the merger, to conduct an additional six job fairs, either in these or
other markets.  

      37.  CBS also states that, on an experimental basis, it intends to have one of its radio or television
stations develop a relationship with a United Negro College Fund member institution that has a mass
media program.  This relationship may involve participation of station personnel in guest lectures and
career counselling, arranging for students to attend one of the job fairs, and providing internships for
outstanding students.  

      38.   Types of Facilities/Other Media Outlets. CBS acknowledges that the radio-television
combinations proposed in these markets include some stations with substantial technical facilities. 
However, CBS argues that there are numerous comparable AM, FM and television facilities owned by
other entities in each market. Moreover, CBS states that the merged entity will face competition not only
from other radio-television combinations in San Francisco and Baltimore, but also that the merged entity
will compete against group owners who are increasing their presence in these markets.  CBS cites Greater
Media's five radio stations in Boston, Radio One's four station group in Baltimore, Capstar's proposed
acquisition of radio stations in Pittsburgh and Chancellor Broadcasting Corporation's seven station radio
combination in San Francisco. CBS also argues that the number and types of facilities that comprise the
radio-television combinations that it will own on a conditional basis must be evaluated in light of the
nature of competition and diversity in these four markets, all of which are large, highly diverse and
competitive.  Under these circumstances, CBS argues that the proposed temporary, conditional station
combinations do not present issues of market domination inconsistent with the public interest.
              
      39.  CBS has described the facilities of the stations that comprise its proposed radio-television
combinations in Boston, Baltimore, Pittsburgh and San Francisco-Oakland-San Jose. In Boston, CBS's
WBZ(TV) is a VHF station operating on Channel 4 with 60.3 kW from a 1,160 foot antenna. Its existing
radio stations are:  WBZ(AM), a Class A clear channel station, operating at 50 kW; WODS(FM),
operating at 16.5 kW from a 938-foot antenna; WBCN(FM) operating at 20.9 kW from a 771-foot
antenna; and WZLX(FM), operating at 21.5 kW from a 777-foot antenna. All of the FM stations in CBS's
existing radio-television combination are Class B stations.  CBS will acquire four AM stations and three
FM stations in the Boston area as a result of its merger with ARSC.  Of the AM stations, WEEI(AM) and
WRKO(AM), both of which must be divested pursuant to the DOJ Settlement Agreement, are both Class
B AM stations operating at 50 kW. WNFT(AM) and WWTM(AM) are also Class B stations, operating
at 5 kW. The three ARSC Boston area FM stations are all Class B stations. WEGQ(FM) is a 50 kW
station, operating from a 430 foot antenna, and WAAF(FM) is a 20 kW station operating from a 820 foot
antenna.  Both of these stations must be divested under the DOJ Settlement Agreement.  WBMX(FM)
operates at 9 kW from a 1,845 foot antenna.   
      
      40.  In Baltimore, CBS's WJZ(TV) is a VHF station operating on Channel 13 with 16 kW and
a 990 foot antenna.  CBS's existing radio stations are: WCAO(AM) and WJFK(AM), both Class B station
operating at 5 kW; WXYV(FM), operating at 50 kW from a 436-foot antenna,  WLIF-FM, operating at
13.5 kW from a 960-foot antenna, and WHFS(FM), operating at 50 kW from a 459 foot antenna.  All of
CBS's existing Baltimore FM stations are Class B stations.  The stations that CBS will acquire from
ARSC are: WBMD(AM), a Class B AM station operating with 1.0 kW; WBGR(AM), also a Class B AM
station, operating with 2.5 kW; WWMX(FM), a Class B station operating with 7.4 kW from a 1217 foot
antenna; WOCT(FM), a station to be divested under the terms of the DOJ Settlement Agreement,  a 50
kW Class B station operating from a 420 foot antenna; and WQSR(FM), also a 50 kW Class B station
operating from a 492 foot tower.  
      
      41.  In Pittsburgh,  CBS's KDKA-TV is a VHF station operating on Channel 2 with 100 kW from
an antenna height of 302 meters.  CBS's existing Pittsburgh radio station is a Class A clear channel AM
station operating with 50 kW of power.  The three FM stations that CBS will acquire from ARSC are all
Class B stations:  WZPT(FM) operates with 17 kW from antenna height of 830 feet; WBZZ(FM) operates
with 41 kW from an antenna height of 535 feet; WDSY-FM operates with 50 kW from an antenna height
of 487 feet.  

      42.  In San Francisco-Oakland-San Jose, KPIX-TV is a VHF station operating on Channel 5, with
100 kW and a 1,660 foot antenna.  KCBS(AM), operates at 50 kW, KYCY(AM), operates at 10 kW, and
KFRC(AM) operates at 5 kW.  All CBS's existing AM stations are Class B stations.  As to the CBS's
San Francisco FM stations, KLLC(FM), a Class B station, operates at 82 kW from a 1,014-foot antenna. 
KFRC-FM is a Class B station operating at 40 kW from a 1299 foot antenna, and  KYCY(FM) is a Class
B station operating at 50 kW from a 492 foot antenna.  KITS(FM), a Class B station, operates with 15
kW from a 1174 foot antenna.  KUFX(FM), the station that CBS may potentially acquire from ARSC,
is a Class A FM station, operating at 3 kW from an antenna height of 300 feet.  

      43.  Economic Status of the Stations. CBS makes an affirmative representation that currently, none
of the stations involved in the temporary, conditional waiver requests are having financial problems. 
However, CBS argues that the financial condition of the stations for which one-to-a-market rule waivers
are sought is irrelevant because a strong showing has been made that the requested temporary, conditional
waivers are in the public interest.  Additionally, CBS points out that the Commission does not require a
waiver applicant to satisfy all five factors relevant to the case-by-case standard as a precondition to
granting a one-to-a-market waiver and cites recent precedent in which the Commission granted one-to-a-
market waivers without any showing of financial distress.  

      44. Competition and Diversity in the Markets.  CBS emphasizes that the markets  involved in the
temporary waiver requests are among the largest and most competitive in the country and that a broad
diversity of media voices is present in each market.  Furthermore, CBS argues that the Commission
previously found that competition and diversity in Boston, Baltimore, and San Francisco-Oakland-San Jose
is robust, and that its acquisition of radio stations in these markets will not alter this conclusion.  In
addition, CBS asserts that the same competitive vitality and diversity is present in Pittsburgh.  
Specifically, for each of these markets, CBS has provided data concerning the number of radio and
television stations, the current number of separate owners of those facilities and the presence of cable and
other mass media outlets.  In this regard, CBS notes that each of these four markets is served by MMDS
facilities.  

      45.  CBS states that Boston is the sixth largest television market in the country, and has 17
commercial and non-commercial television stations.  Additionally, CBS states that there are at least 66
commercial and non-commercial radio stations (28 AM and 38 FM) in the Boston television metro market. 
CBS contends that these 83 broadcast stations are licensed to 64 separate owners.  In addition, CBS lists
31 daily newspapers published in the market.  Moreover, according to CBS, cable penetration is 77
percent.  

      46.  CBS states that Baltimore is the twenty-third largest television market in the country, and has
eight commercial and non-commercial television stations.  Additionally, CBS lists 38 commercial and non-
commercial radio stations (18 AM and 20 FM) that are in the Baltimore television metro market.  CBS
states that these 46 broadcast stations are licensed to a total of 28 separate owners. CBS also reports that
there are six daily newspapers published in the market and cable penetration is 64 percent.  

      47.  CBS states that Pittsburgh is the nineteenth largest television market, and that there are ten
television stations in the market. In addition, CBS states that there are 51 radio stations (25 AM and 26
FM) licensed to communities in the Pittsburgh television metro market.  CBS contends that these 61
broadcast stations are licensed to 41 separate owners.  CBS also states that there are seven daily
newspapers serving Pittsburgh and that cable penetration in the market is 78 percent.  In San Francisco-
Oakland-San Jose, the fifth largest television market, CBS states that there are 22 commercial and non-
commercial television stations.  Additionally, CBS states that there are 94 commercial and non-commercial
radio stations (33 AM stations and 61 FM stations)  in the San Francisco-Oakland-San Jose television
metro market.  CBS states that these 116 broadcast stations are licensed to 71 separate owners.  According
to CBS, there are also 34 daily newspapers published in the market and cable penetration is 76.8 percent. 

Discussion
      
      48.  We find that grant of CBS's requested one-to-a-market waivers, thus permitting CBS to
acquire radio stations from ARSC, conditioned on the outcome of the television ownership proceeding, 
will not unduly affect competition and diversity in Boston, Baltimore, Pittsburgh and San Francisco-
Oakland-San Jose.  These markets are all among the 25 largest in the country, and our review of the
record here convinces us that competition and diversity in these markets will remain robust following the
proposed merger.  Moreover, the temporary waivers will facilitate CBS's merger with ARSC and the
exigencies of acquiring ARSC's 97 radio stations located throughout the country.  

      49.  In this regard, the temporary, conditional waivers requested by CBS in these four markets are
incidental to the merger, which affects at least 30 markets across the United States where ARSC and CBS
have radio and television broadcast stations.  As discussed herein, the merged entity will comply with the
Commission's multiple ownership rules except that in Boston, Baltimore, Pittsburgh, and San Francisco-
Oakland-San Jose, CBS requires temporary, conditional waivers to add ARSC radio stations to existing
radio-television combinations.  Where mergers or transfers of multiple stations are involved, the
Commission has granted temporary rule waivers, including waivers of one-to-a-market rule, in order to
accommodate the overall merger.  See, e.g., Shareholders of Citicasters, Inc., 11 FCC Rcd 19135 (1996);
Stockholders of CBS Inc., 11 FCC Rcd 3733; Viacom Inc., 9 FCC Rcd 5165 (1994).
       
      50.  Beyond facilitating the underlying merger transaction, CBS's case-by-case showing justifies
grant of conditional, temporary waivers in each of these markets.  Under the first waiver criterion, the
potential public service benefits of joint ownership, the Commission considers the public service benefits
that will result from the proposed radio-television combination, such as projected economies of scale, cost
savings, and programming and public service benefits.  See Second Report and Order, 4 FCC Rcd at 1753. 
CBS has demonstrated that there will be significant economies of scale and cost savings in each of the
markets where the merged entity will combine radio and television stations.  In this regard, CBS estimates
total savings of at least $1,825,000 in the markets where it will acquire ARSC's radio stations.  Of this
total, $1,575,000 will come from consolidation of personnel and management and human resources
functions and combined purchasing and promotion for the stations.  CBS also expects to realize an
additional $250,000 in savings from facilities consolidation.  CBS has not amended its waiver request to
account for the divestiture of stations in Boston and Baltimore that will be required under the DOJ
Settlement Agreement.  Nevertheless, the total cost savings based on CBS's acquisition of ARSC's stations
will be significant.  
      
      51.  Additionally, CBS has amply demonstrated that these operational efficiencies and cost savings
will permit the merged entity to provide important public service benefits in Boston, Baltimore, Pittsburgh
and San Francisco-Oakland-San Jose.  In this regard, CBS has demonstrated, in each market, that the
merged entity will be able to provide expanded and varied news coverage as well as improved and
expanded local public affairs programming.   CBS has also made a specific commitment to broadcast its
"Parent's Guide to Children's Educational Programming" on the radio stations that it will acquire in each
of these markets. CBS has used this programming on its radio stations to provide parents with scheduling
and content guides for the educational children's television programming airing on its same-market
television stations.  

      52. Moreover, the combined station operations in these markets will allow the merged entity to
devote greater resources to expanded community service projects and campaigns.  CBS has also pledged
to promote minority participation in broadcasting, by partnering one of its television or radio stations with
a United Negro College Fund member institution and by conducting job fairs, with the assistance of the
Minority Media and Telecommunications Council.  Thus we find that CBS has related the cost savings
it will realize from the operational efficiencies it will achieve to explicit service benefits, including the
news, public affairs and community service programming and activities.

      53.  The second factor in our analysis concerns the types of facilities that the merged entity will
own in each of these markets.  In this regard, we must "consider such factors as whether the proposed
radio-television combination involves and UHF or VHF television station or an AM or FM radio station,
as well as the size or class of the stations involved."  Second Report and Order, 4 FCC Rcd at 1753.  The
Commission's interest in strength of the technical facilities of the stations at issue reflects a continuing
concern with the potential impact the proposed station combination may have on diversity and competition
in the affected market.  See, e.g., Louis C. DeArias, Receiver, 11 FCC Rcd 3662, 3666 (1996).   In each
of these markets, CBS has existing radio-television combinations that include significant stations, from
a technical standpoint.  CBS's television stations are all VHF facilities.  In addition, CBS has clear
channel AM stations in Boston and Pittsburgh.  Although CBS currently has no FM stations in Pittsburgh,
in each of the three other markets at issue here, CBS has at least three Class B FM stations, the most
powerful class of FM stations licensed in Zone I, the geographic designation for FM allocations that
includes the four markets at issue here.  See 47 C.F.R.  73.202, 73.205, 73.210, 73.211.  In addition,
two of CBS's Class B FM stations in Baltimore operate at maximum power.  CBS also has a station in
San Francisco-Oakland-San Jose that operates with grandfathered technical facilities that exceed maximum
antenna height and power now in place for Class B FM stations. See 47 C.F.R.  73.211(c); Fourth Report
and Order in Docket No. 14185, 40 FCC 868 (1964).  However, CBS's FM stations in Boston, Baltimore,
and San Francisco-Oakland-San Jose also include other less powerful Class B stations.  
      
      54.  As a result of the merger, CBS will acquire additional AM stations only in Boston and
Baltimore, and none of these stations operate with Class A clear channel facilities.  Moreover, the two
additional 50 kW Class B AM stations that CBS would add to its station combination in Boston must be
divested under the terms of the DOJ Settlement Agreement.  The other Class B AM stations that CBS will
acquire in Boston and Baltimore include less powerful 5 kW and 2.5 kW stations.  CBS will acquire
additional FM stations in Boston, Baltimore, Pittsburgh, and potentially may add KUFX(FM) in place of
one of the FM stations in its existing radio-television combination in San Francisco-Oakland-San Jose. 
However, the DOJ Settlement Agreement requires CBS to divest the 50 kW Class B FM stations that it
will acquire from ARSC in Boston and Baltimore.  None of the additional FM stations that CBS will
acquire in Boston, Baltimore, and Pittsburgh operate at maximum Class B facilities.  In San Francisco-
Oakland-San Jose, KUFX(FM), is a Class A station, the least powerful class of FM stations.  Therefore,
the technical facilities of the stations that CBS will acquire as a result of the merger will not significantly
enhance the technical presence of CBS's combined facilities in these markets.      
       
      55.  Moreover, competition and diversity in these markets is of a level that convinces us that
CBS's proposed acquisition of ARSC's stations in these markets will not have a detrimental effect on
diversity and competition, nor pose any appreciable threat of market dominance by CBS.  As discussed
more fully at  58-61 infra, CBS's temporary station combinations affect markets that are among the
largest in the country, and are served by substantial numbers of competing stations that represent a
plethora of independent broadcast "voices."  The Commission has recognized that, as the level of diversity
and competition in the market increases, "[the Commission's] concerns grounded in the technical strength
of the combining facilities decrease."  Louis C. DeArias, Receiver, 11 FCC Rcd 3662, 3666 (1996).  See
also, Great American Television and Radio Co., 4 FCC Rcd 6347, 6350 (1989). 

      56.  In addition, we find that there are comparable competing facilities present in each of these
markets.  Our independent analysis of the Boston, Baltimore, Pittsburgh and San Francisco-Oakland-San
Jose markets indicates that CBS will compete with stations with similar technical facilities. Specifically, 
there are at least three other VHF television stations in each of these markets.  Although there are no Class
A clear channel AM stations in Boston or Pittsburgh other than those that will be controlled by CBS, there
is one other 50 kW AM station serving each of these markets.  Moreover, there are at least at least six,
and as many as 14 other AM stations in Boston, Baltimore, and San Francisco-Oakland-San Jose with
facilities that are comparable or superior to the other AM stations that CBS will control in each of these
markets. There are at least eight other Class B FM stations in each market with comparable or superior
facilities.  In San Francisco, where CBS has a grandfathered Class B FM station that has technical
facilities that exceed those now permitted, there are three other Class B FM stations with more powerful
grandfathered facilities.  Overall, we conclude that CBS's acquisition of ARSC does not present issues
of market dominance from a technical standpoint.   

      57.  Under the third factor, CBS will not own media outlets other than those listed in its requests
for temporary waivers. See also, nn. 18 and 19, supra.  The fourth factor in our analysis of CBS's waiver
requests concerns the financial status of the stations involved in each of the proposed radio-television
combinations.  None of the stations that will be combined in these markets is in financial distress. 
However, as CBS points out, demonstrated financial difficulties are not required as a precondition to grant
of the temporary, conditional waiver requests.  One-to-a-market rule waivers previously have been granted
in the absence of financial difficulties.  See, e.g., Pennino Broadcasting Corp., 12 FCC Rcd 10752 (1997);
S.E. Licensee, G.P., 11 FCC Rcd 16727;  Paxson Communications Corporation, 12 FCC Rcd 19583
(MMB 1997).     

      58.  The final factor relates to the level of diversity and competition in the relevant market. 
Indicia of the level of diversity include the number of broadcast outlets, the number of separately-owned
and operated "voices" in the market, and the presence of cable and non-broadcast media. Two of these
markets -- Boston and San Francisco-Oakland-San Jose-- are among the ten largest television markets in
the country, and Pittsburgh and Baltimore are in the top 25 television markets.  We find that these markets
will continue to enjoy robust competition after CBS acquires radio stations as a result of its merger with
ARSC.  Our independent analysis of CBS's showing confirms the following number of television stations
in each DMA and the following number of radio stations in the television metro market associated with
each DMA:  Boston -- 19 television stations,  26 AM and 36 FM stations; Baltimore -- 8 television
stations, 18 AM and 20 FM stations; Pittsburgh -- 10 television stations, 25 AM and 25 FM stations; 
San Francisco-Oakland-San Jose -- 22 television stations, 18 AM and 36 FM stations.     

      59.  We have also confirmed the number of broadcast "voices" that will remain in each market
following the consummation of the merger.  In Boston, 81 radio and television stations will be licensed
to 63 separate owners.  However, in Boston, our count is conservative.  Two of the  stations that CBS will
acquire in Boston, WAAF(FM) and WWTM(AM), are licensed to Worcester, a community outside the
Boston television metro market.  In other cases in which some of the radio stations in the proposed
combination were not located in the television metro market, the Commission has also counted radio
stations licensed to communities in either the relevant Arbitron radio metro or in the county where the
radio stations' communities of license were located.  See, e.g., Paxson Communications Corporation, 12
FCC Rcd at 19594 n.9, citing Gadsden Broadcasting Co., 12 FCC Rcd 8741, 8743 and n.4 (1995);United
Radio Group, Inc., 7 FCC Rcd 2207, 2208 (1992); Triad Skywaves, Inc., 12 FCC Rcd 6102, 6107 (MMB
1997).  We have identified at least fourteen additional stations --six AM and eight FM-- licensed to
communities in Worcester County and have independently confirmed that these fourteen stations represent
an additional eleven separately owned broadcast "voices." 

      60.  The 46 radio and television stations present in the Baltimore market will be licensed to 27
separate owners following the merger.  The 60 broadcast stations in Pittsburgh will be licensed to 40
separate owners following the merger.  In San Francisco-Oakland-San Jose, the 76 broadcast stations will
be licensed to 45 separate owners.  Moreover, a wide variety of other media are available in each market,
including at least 7 daily newspapers, numerous cable television systems with a penetration rate of at least
64 percent in each market, and MMDS.  Grant of temporary, conditional waivers under the competitive
circumstances that exist in these markets is clearly within the Commission's one-to-a-market waiver
precedent. In this regard, at least 27 separate owners will remain in all of these markets, and there will
be as many as 63 separate owners in Boston, the largest of these four markets.  See, e.g., Omni
Broadcasting Company, 12 FCC Rcd 9717 (MMB 1997)(23 separate voices, cable penetration rate of 62
percent); Concrete River Associates, L.P., 12 FCC Rcd 6614 (MMB 1997)(20 separate voices, two daily
newspapers, cable penetration rate of 62.7 percent); Sunnyside Communications, Inc., 12 FCC Rcd 24443
(MMB 1997)( 27 separate voices, 4 daily newspapers, cable penetration rate of 65 percent). 
 
      61.  With respect to economic concentration and competition, our independent analysis indicates
that CBS will have a substantial share of the combined radio and television advertising revenue in these
markets. The radio stations in CBS's proposed combinations garner the following percentages of local
radio advertising revenue:  Boston, 45.2 percent; Baltimore, 39.7 percent;  Pittsburgh, 32.3 percent; and
San Francisco-Oakland-San Jose, 28.8 percent.  The television and radio stations together receive the
following combined television and radio advertising shares in each market: Boston, 23.2 percent;
Baltimore, 29.2 percent; Pittsburgh, 26.9 percent; and San Francisco-Oakland-San Jose, 19.9 percent.
These figures do not reflect, however, CBS's obligation, discussed above, to divest an additional station
in Baltimore in order to come into compliance with the Commission's radio ownership rules because CBS
has not determined which additional station will be divested. Also, CBS would have to divest itself of an
FM station in San Francisco in order to acquire KUFX(FM).  See  32 supra. Thus, the level of
advertising revenue attributable to CBS in Baltimore and San Francisco-Oakland-San Jose is overstated. 
In any event, even with the overstated levels in Baltimore and San Francisco-Oakland-San Jose, the level
of advertising revenue does not pose a threat to competition in these very diverse and competitive markets.
See, e.g., NewCity Communications, 12 FCC Rcd at 3944; Shareholders of Citicasters, 11 FCC Rcd at
19145-46.  Our conclusion also takes into account the Justice Department's review of the merger, and the
Department's decision to require the divestiture of stations in Boston and Baltimore but otherwise not to
oppose the merger on antitrust grounds.  

                               OTHER MATTERS

      62.  There are license renewal applications currently pending for some of ARSC stations in
California, Nevada, Massachusetts, Connecticut, New York, and Pennsylvania. Generally, when license
renewal and transfer applications involving the same broadcast stations are both pending, the Commission
refrains from acting on the transfer applications until after it has taken action on the renewals.  This
procedure preserves the public's ability to challenge the qualifications and performance of the proposed
transferor with respect to the license renewal.  However, if the pending license renewal relates to a station
or stations involved in a multi-station transfer, as is the case here, the Commission has stated that it will
allow the transfer if there are no basic qualifications issues raised against the transferor and transferee that
cannot be resolved in acting on the transfer, and if both the transferor and transferee indicate in the record
their express willingness to assume the consequences associated with the transferee succeeding to the place
of the current licensee in the renewal application.  See Shareholders of Citicasters, 11 FCC Rcd at 19147,
n.26; Stockholders of CBS Inc., 11 FCC Rcd at 3747-50.  There are no unresolved basic qualifications
issues against either ARSC or CBS.  In addition, CBS has demonstrated that it is otherwise qualified to
acquire ARSC's stations and that the merger and the associated transfer of control applications are in the
public interest.  Moreover, both ARSC and CBS have given their consent to the substitution of CBS in
the place of ARSC in connection with any renewal applications filed by ARSC or its subsidiaries.  Thus,
based on the express willingness of both CBS and ARSC to assume the consequences associated with
succeeding to the place of ARSC, we will grant ARSC leave to amend its renewal applications for these
stations to substitute CBS as the applicant.  Under these circumstances, we find that the pending license
renewal applications are not an impediment to approval of the merger and that the public interest is served
by facilitating this multiple station transfer without prejudicing the public's ability to comment on the
proposed transactions.  

      
                                CONCLUSION

      63.  We conclude, based on the record, that temporary waivers requested by CBS are warranted
and will, on balance, serve the public interest. Specifically, these temporary waivers, pending resolution
of the television ownership rulemaking proceeding, will facilitate the overall merger of ARSC and CBS. 
The Commission has stated that the benefits of merger transactions, which involve multiple stations,
support the grant of a reasonable waiver period to effectuate the merger.  See, e.g., Stockholders of CBS
Inc., 11 FCC Rcd at 3755.  Furthermore, a number of other factors support our conclusion.  First, we note
that the levels of advertising revenues attributable to the temporary radio-television combinations are not
so significant as to raise a concern that diversity and competition in these markets-- among the top-ranked
in the country-- will be unduly affected for the waiver period. Additionally, the Justice Department has
entered into an agreement with CBS and ARSC, which requires the merged entity to divest of four stations
in the Boston area -- WEEI(AM), WRKO(AM), WEGQ(FM) and WAAF(FM), as well as WOCT(FM)
in Baltimore, and KSD(FM) and KLOU(FM) in St. Louis, but has otherwise determined not to challenge
the ARSC/CBS merger on antitrust grounds.  We find the Department's determination to be highly
persuasive evidence that grant of the temporary waivers will not have an undue adverse effect on
competition in the relevant markets.  We furthermore believe that diversity in these markets will not be
adversely affected during the temporary waiver periods.  As CBS's showing suggests, and our own
analysis confirms, at least 27 independent voices will remain in each of these markets after the proposed
merger.  
      
      64.  Thus, we find that given the overall benefits of the merger of ARSC and CBS, the temporary
combinations will not adversely affect diversity and competition.  In this regard, although CBS will control
stations in these markets with significant technical facilities, comparable facilities exist.  Moreover, CBS's
temporary, conditional waiver requests will result in significant economic efficiencies and public interest
benefits. We further find that these public interest benefits outweigh any diminution in diversity that result
from the totality of the temporary, conditional one-to-a-market waivers requested.  In addition, we find
that the parties are fully qualified, and that our approval of the merger and the associated transfer of
control applications would serve the public interest.  

      65.  Accordingly,  IT IS ORDERED That the request for a temporary waiver of the one-to-a-
market rule, 47 C.F.R.  73.3555(c), to permit common ownership of WBZ-TV, WBZ(AM), WODS-FM,
WBCN(FM), WZLX(FM), WNFT(AM), WBMX(FM), all Boston, Massachusetts, WWTM(AM),
Worcester, Massachusetts, IS GRANTED, subject to the outcome in the pending television ownership
rulemaking proceeding, Second Further Notice of Proposed Rule Making, MM Docket Nos. 91-221 and
87-8, 11 FCC Rcd 21655 (1996).  Should divestiture be required as a result of that proceeding, CBS is
directed to file an application for Commission consent to sell the necessary station(s) within six months
from the release of the final Order in that proceeding.
      
      66.  IT IS FURTHER ORDERED, That the request for a temporary waiver of the one-to-a-market
rule, 47 C.F.R.  73.3555(c), to permit common ownership of WBZ-TV, WBZ(AM), WODS-FM,
WBCN(FM), WZLX(FM), WNFT(AM), WRKO(AM), WEEI(AM), WBMX(FM), all Boston,
Massachusetts, WEGQ(FM), Lawrence, Massachusetts, WWTM(AM) and WAAF(FM), Worcester,
Massachusetts, IS GRANTED, subject to the condition that CBS divests itself of licenses of WRKO(AM),
WEEI(AM), WEGQ(FM) and WAAF(FM) in accordance with the terms of its settlement with the
Department of Justice, as set forth in the Proposed Final Judgment in United States v. CBS Corporation
and American Radio Systems Corporation, Case No. 98CV00819 (D.D.C. filed Mar. 31, 1998).
      
      67. IT IS FURTHER ORDERED, That the request for a temporary waiver of the one-to-a-market
rule, 47 C.F.R.  73.3555(c), to permit common ownership of WJZ-TV, WXYV(FM), WLIF-FM,
WCAO(AM), WJFK(AM), WWMX(FM), WBGR(AM), WBMD(AM), all Baltimore, WHFS(FM),
Annapolis, Maryland, and WQSR(FM), Catonsville, Maryland, IS GRANTED, subject to the outcome in
the pending television ownership rulemaking proceeding, Second Further Notice of Proposed Rule Making,
MM Docket Nos. 91-221 and 87-8, 11 FCC Rcd 21655 (1996).  Should divestiture be required as a result
of that proceeding, CBS is directed to file an application for Commission consent to sell the necessary
station(s) within six months from the release of the final Order in that proceeding.   

      68.  IT IS FURTHER ORDERED, That the request for a temporary waiver of the one-to-a-market
rule, 47 C.F.R.  73.3555(c), to permit common ownership of WJZ-TV, WXYV(FM), WLIF-FM,
WCAO(AM), WJFK(AM), WWMX(FM), WOCT(FM), WBGR(AM), WBMD(AM), all Baltimore,
WHFS(FM), Annapolis, Maryland, and WQSR(FM), Catonsville, Maryland, IS GRANTED, subject to the
condition that CBS divests itself of the license for WOCT(FM) in accordance with the terms of its
settlement with the Department of Justice, as set forth in the Proposed Final Judgment in United States
v. CBS Corporation and American Radio Systems Corporation, Case No. 98CV00819 (D.D.C. filed Mar.
31, 1998).
      
      69. IT IS FURTHER ORDERED, That the request for a temporary waiver of the one-to-a-market
rule, 47 C.F.R.  73.3555(c), to permit common ownership of KDKA-TV, KDKA(AM), WBZZ(FM),
WDSY-FM, all Pittsburgh, Pennsylvania, and WZPT(FM), New Kensington, Pennsylvania, IS GRANTED,
subject to the outcome in the pending television ownership rulemaking proceeding, Second Further Notice
of Proposed Rule Making, MM Docket Nos. 91-221 and 87-8, 11 FCC Rcd 21655 (1996).  Should
divestiture be required as a result of that proceeding, CBS is directed to file an application for Commission
consent to sell the necessary station(s) within six months from the release of the final Order in that
proceeding. 

      70.  IT IS FURTHER ORDERED That, the request for a temporary waiver of the one-to-a-market
rule, 47 C.F.R.  73.3555(c), to permit common ownership of KPIX-TV, KYCY(AM), KITS(FM),
KCBS(AM), KLLC(FM), KYCY(FM), KFRC(AM), KFRC(FM), all San Francisco, California, and
KUFX(FM), Fremont, California IS GRANTED, subject to the outcome in the pending television
ownership rulemaking proceeding, Second Further Notice of Proposed Rule Making, MM Docket Nos.
91-221 and 87-8, 11 FCC Rcd 21655 (1996).  Should divestiture be required as a result of that proceeding,
CBS is directed to file an application for Commission consent to sell the necessary station(s) within six
months from the release of the final Order in that proceeding  

      71.  IT IS FURTHER ORDERED That, the applications to assign the licenses of KOME(FM), San
Jose, California, KOME-FM1, Santa Cruz, California, and KOME-FM2, Morgan Hill, California, from
The Audio House to The KOME Trust, Bill Clark, Trustee, File No. BALH-971224GV, BALCTB-
971224HI, HJ ARE HEREBY GRANTED for a temporary six month period and subject to the following
condition:  (1) that Bill Clark, Trustee, resigns from his position with Latin Communications Group, Inc. 
Any request to extend the temporary six month period must be filed no later than 45 days prior to the
expiration of the six month period.  

      72. IT IS FURTHER ORDERED That, the application to assign the license of WNFT(AM) from
American Radio Systems License Corporation to The Boston License Trust, Bill Clark, Trustee, File No.
BAL-971224GW IS HEREBY GRANTED for a temporary six month period.  Any request to extend the
temporary six month period must be filed no later than 45 days prior to the expiration of the six month
period.  

      73. IT IS FURTHER ORDERED That, the applications to assign the licenses of WBMD(AM),
WBGR(AM), WWMX(FM), WOCT(FM), all Baltimore, Maryland and WQSR(FM), Catonsville, Maryland
from American Radio Systems License Corporation to The Baltimore License Trust, Bill Clark, Trustee,
File Nos. BAL, BALH-971224GX through 971224HB ARE HEREBY GRANTED for a temporary six
month period except in the case of WOCT(FM), a station subject to the Proposed Final Judgment in
United States v. CBS Corporation and American Radio Systems Corporation, Case No. 98CV00819
(D.D.C. filed Mar. 31, 1998) which may be held in trust for a temporary period of up to six months from
the date of consummation of the assignment of stations to The Baltimore License Trust or for a temporary
period ending December 31, 1998, whichever is earlier.  Grant of the applications to assign the licenses
of WBMD(AM), WBGR(AM), WWMX(FM), WOCT(FM), all Baltimore, Maryland, and WQSR(FM),
Catonsville, Maryland from American Radio Systems License Corporation to The Baltimore License Trust,
Bill Clark, Trustee is also subject to the condition that the Trustee shall also comply with the Proposed
Final Judgment in United States v. CBS Corporation and American Radio Systems Corporation, Case No.
98CV00819 (D.D.C. filed Mar. 31, 1998) concerning the approval of the sale of WOCT(FM).  Any
request to extend the temporary six month period must be filed no later than 45 days prior to the
expiration of the six month period.  
      
      74.  IT IS FURTHER ORDERED, That application to assign the licenses of KSJO(FM), San Jose,
KBAY(FM), Gilroy, California, KEZR(FM), San Jose, California, and KUFX(FM), Fremont, California,
from American Radio Systems License Corporation to The San Francisco/San Jose License Trust, Bill
Clark, Trustee, File Nos., BAL, BALH-971224HC through HE and HG ARE HEREBY GRANTED for
a temporary six month period and subject to the following condition:  (1) that Bill Clark, Trustee, resigns
from his position with Latin Communications Group, Inc.  Any request to extend the temporary six month
period must be filed no later than 45 days prior to the expiration of the six month period.  

      75.   IT IS FURTHER ORDERED, That the applications for consent to the transfer of control of
American Radio Systems Corporation and the licenses of its radio stations, File Nos. BTC, BTCH,
BTCFTB-971024GA through GN, GU through A4, A8 through G4, ARE HEREBY GRANTED, upon
the following conditions:  (1)  that prior to or concurrently with consummation of the merger transaction,
CBS Corporation and American Radio Systems Corporation have collectively divested themselves of
sufficient stations, or consummated the assignment of stations to the Boston License Trust, the Baltimore
License Trust, the San Francisco/San Jose License Trust and/or the KOME Trust so that the merger will
result in CBS Corporation's compliance with the provisions of the Commission's local radio ownership
rules, 47 C.F.R.  73.3555(a); (2) that CBS divests itself of the licenses of KSD(FM) and KLOU(FM) in
accordance with the terms of its settlement with the Department of Justice, as set forth in the Proposed
Final Judgment in United States v. CBS Corporation and American Radio Systems Corporation, Case No.
98CV00819 (D.D.C. filed Mar. 31, 1998).

                              FEDERAL COMMUNICATIONS COMMISSION 


              
      
      

                              Roy J. Stewart
                              Chief, Mass Media Bureau