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

In re Applications of           )
                                )
Inwood Investors Partnership, L.P.)
(Transferor)                    )
                                )
and                             )  File Nos.  BTCCT-980403ID
                                )           BTCTTL-980403IE 
White Knight Broadcasting of    )           BTCTTL-980403IF
Longview, Inc.                  )           BTCTTL-980403IG
(Transferee)                    )
                                )
For Consent to the Transfer of Control of)
Warwick Communications, Inc.    )
Licensee of Television Stations )
KFXK(TV), Longview, Texas       )
KFXL-LP, Lufkin, Texas          )
KTPN-LP, Tyler, Texas           )
K22EH, Longview, Texas          )

                  MEMORANDUM OPINION AND ORDER

   Adopted:  July 15, 1998              Released:  July 16, 1998  

By the Chief, Mass Media Bureau:

     1. The Commission, by the Chief, Mass Media Bureau, acting pursuant to delegated authority,
has before it for consideration the above-captioned, unopposed applications seeking consent to
transfer control of Warwick Communications, Inc. (Warwick), licensee of KFXK(TV), Channel 5
(FOX), Longview, Texas and related low power and television translator stations, from Inwood
Investors Partnership, L.P. (Inwood) to White Knight Broadcasting of Longview, Inc. (White
Knight).

     2.  White Knight requests that the Commission grant a waiver of 47 C.F.R.  73.3555(b), the
Commission's television duopoly rule, to permit common ownership of KFXK and KSHV(TV),
Channel 45 (WB), Shreveport, Louisiana, which station is owned by a subsidiary of White Knight's
ultimate parent corporation and whose Grade B contour overlaps KFXK's Grade B contour.  White
Knight requests that a waiver be granted pursuant to the interim waiver policy expressed by the
Commission in connection with its pending review of the duopoly rule.  See Review of the
Commission's Regulations Governing Television Broadcasting, Second Further Notice of Proposed
Rule Making, 11 FCC Rcd 21655 (1996) (Television Ownership Second Further Notice).
     
     3.   Duopoly Waiver Showing.  As demonstrated in White Knight's engineering statement, the
predicted Grade B overlap of stations KFXK and KSHV encompasses 532.8 square kilometers and
10,839 persons.  This represents 2.8% of the area and 2.0% of the population within the Grade B
contour of KFXK, and 5.8% of the area and 2.8% of the population within the KSHV Grade B
contour.  The stations' Grade A contours do not overlap.  White Knight maintains that the stations
serve separate, distinct markets.  Specifically, White Knight notes that KFXK is located in the Tyler-
Longview-Lufkin-Nacogdoches, Texas Designated Market Area (DMA), the 108th largest DMA,
while KSHV is located in the Shreveport, Louisiana, DMA, the 77th largest.

     4.  White Knight also contends that the overlap area contains a substantial number of media
voices for its size.  According to White Knight's engineering statement, there are seven other
television stations (six commercial and one noncommercial) that provide Grade B service to some
portion of the overlap area.  In addition, White Knight notes that 35 commercial radio stations, six
cable systems, one daily newspaper and four weekly newspapers serve the overlap area.

     5.  White Knight states that, following the acquisition of KFXK, both KFXK and KSHV will
be operated separately, including the use of their own local sales, programming and office staffs. 
White Knight argues that grant of a waiver in this case will not result in an undue concentration of
economic power.  White Knight notes that KFXK is a Fox affiliate with an average share of 7 percent
for the total day, which trails the ABC and NBC affiliates.  In addition, White Knight notes that
KSHV is a Warner Brothers affiliate with an average share of 1 percent for the total day which also
trails ABC, NBC, CBS and Fox.  Given these facts, White Knight argues that both stations are non-
dominant, have Grade B contours that overlap in an insubstantial area, and pose no competitive threat
if combined.
  
     6.  Discussion.  In adopting the duopoly rule's fixed standard of prohibiting overlap of Grade
B service contours, the Commission also acknowledged the need for "flexibility" in that rule's
application, noting that waivers should be granted where rigid conformance to the rule would be
"inappropriate."  Multiple Ownership of Standard, FM and Television Broadcast Stations, 45 FCC
2d 1476, 1479 n.12, recon. granted in part, 3 RR 2d 1554 (1964).  To that end, the Commission has
developed a set of factors to be considered when evaluating an applicant's request for waiver of the
duopoly rule, including the extent of the overlap, the number of media voices available in the overlap
area, the distinctness of the respective markets, the independence of the stations' operations, and the
concentration of economic power resulting from the combination.  See Iowa State University
Broadcasting Corporation, 9 FCC Rcd 481, 487-88 (1993), aff'd sub nom. Iowans for WOI-TV, Inc.
v. FCC, 50 F.3d 1096 (D.C. Cir. 1995); H&C Communications, Inc., 9 FCC Rcd 144, 146 (1993). 
After weighing the factors, the Commission considers any public interest benefits proposed by the
applicant to determine whether, in light of the overlap, the benefits outweigh any detriment which
may occur from grant of the waiver.  See, e.g., Iowa State University, 9 FCC Rcd at 487-88.  As with
any waiver, it will only be granted if the Commission concludes that the waiver is in the public
interest.   

     7.  Currently, the Commission is reexamining its broadcast television ownership policies,
including the duopoly rule.  In January 1995, the Commission proposed a new analytical framework
within which to evaluate its broadcast television ownership rules.  See Review of the Commission's
Regulations Governing Television Broadcasting, Further Notice of Proposed Rule Making, 10 FCC
Rcd 3524 (1995) (Television Ownership Further Notice).  Subsequent to the release of that
Television Ownership Further Notice, Congress directed the Commission to conduct a rulemaking
proceeding to determine whether to retain, modify or eliminate existing limitations on the number of
television stations that an entity may control within the same television market.  See Section 202(c)
of the Telecommunications Act of 1996, Pub. L. No. 104-104, 110 Stat. 56 (Feb. 8, 1996) (Telecom
Act).   In response to this Congressional directive in the Telecom Act and to update the record, the
Commission released the Television Ownership Second Further Notice. 

     8.  The Commission stated in the Television Ownership Second Further Notice that it will be
inclined, during the pendency of the television ownership proceeding, to grant temporary duopoly
waivers to authorize common ownership of television stations that are in different DMA's and whose
Grade A contours do not overlap, conditioned on coming into compliance with the outcome of the
proceeding within six months of its conclusion.  Television Ownership Second Further Notice, 11
FCC Rcd at 21681.  It also noted there its tentative conclusion that the record in that proceeding
"supports relaxation of the geographic scope of the duopoly rule from its current Grade B overlap
standard to a standard based on DMA's supplemented with a Grade A overlap criterion."  Id.  The
Commission further stated that "we do not believe granting waivers satisfying the proposed standard,
and conditioning them on the outcome of this proceeding, will adversely affect our competition and
diversity goals in the interim."  Id.  Additionally, the Commission gave the staff delegated authority
to act on applications seeking waivers consistent with this interim policy.  

     9.  Based on the Commission's interim policy outlined in the Television Ownership Second
Further Notice, we believe that grant of a conditional waiver of the duopoly rule, subject to the
outcome of the pending ownership proceeding, is justified.  The temporary common ownership of
KFXK and KSHV would be consistent with the interim policy set forth in the Television Ownership
Second Further Notice, as the stations are in separate DMA's and there is no Grade A overlap
between KFXK and KSHV.  Moreover, our examination of the record presented here reveals nothing
suggesting that we should not follow the established interim policy in this case.  Accordingly, we
conclude that grant of a temporary waiver, conditioned on the applicant coming into compliance with
the outcome of the pending television ownership rulemaking proceeding within six months of its
conclusion, will serve the public interest, convenience and necessity.  Any requests to extend this
conditional waiver should be filed at least 45 days prior to the end of the six-month period and would
be closely scrutinized.  

     10.  In view of the foregoing, and having determined that the applicants are qualified, we find
that a grant of these applications will serve the public interest, convenience and necessity. 

     11.  ACCORDINGLY, IT IS ORDERED, That the request for conditional waiver of Section
73.3555(b) of the Commission's Rules, to permit the common ownership of television stations
KFXK(TV), Longview, Texas, and KSHV(TV), Shreveport, Texas, IS GRANTED, subject to the
outcome of the Commission's pending broadcast television ownership rulemaking in MM Docket
Nos. 91-221 and 87-8.  Should divestiture be required as a result of that proceeding, the licensee is
directed to file, within six months from the release of the final order in MM Docket Nos. 91-221 and
87-8, an application for Commission consent to dispose of such station as would be necessary for it
to come into compliance with the rules as provided in the final order.

     12.  IT IS FURTHER ORDERED, That the applications for transfer of control of Warwick
Communications, Inc., from Inwood Investors Partnership, L.P. to White Knight Broadcasting of
Longview, Inc. (File Nos. BTCCT-980403ID, BTCTTL-980403IE, BTCTTL-980403IF and
BTCTTL-980403IG) ARE GRANTED.
     
                                                  FEDERAL COMMUNICATIONS COMMISSION



                                                 Roy J. Stewart
                                                 Chief, Mass Media Bureau