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

In re Applications of           )
                                )
MAX TELEVISION COMPANY          )
(Transferor)                    )
                                )
and                             )      File Nos.  BTCCT-980108IB
                                )                 BTCCT-980108IC
SINCLAIR COMMUNICATIONS, INC.   )            BTCTTL-980108ID
(Transferee)                    )
                                )
For Consent to the Transfer of Control of)
Stations                        )
                                )
WEMT(TV), Greeneville, Tennessee )
WKEF(TV), Dayton, Ohio          )
W43BO, Marion, Virginia         )


                   MEMORANDUM OPINION AND ORDER

   Adopted:  August 24, 1999            Released:  August 26, 1999

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 applications for transfer of control of
WEMT(TV), Channel 39 (FOX), Greeneville, Tennessee ("WEMT"), WKEF(TV), Channel 22
(NBC), Dayton, Ohio ("WKEF"), and low power television station W43BO, Channel 43, Marion,
Virginia, from Max Television Company ("MTC") to Sinclair Communications, Inc. ("Sinclair").  

2.   Sinclair indirectly controls the licensee of television station WLOS(TV), Channel 13 (ABC),
Asheville, North Carolina ("WLOS"), whose Grade A and Grade B contours, respectively,  overlap
those of WEMT, one of the stations to be acquired herein.  Sinclair also indirectly controls the
licensee of WSTR-TV, Channel 64 (WBN), Cincinnati, Ohio ("WSTR").  The predicted Grade A and
Grade B contours of WSTR, respectively, overlap those of WKEF, the  other full-service television
station being acquired by Sinclair.  Additionally, Sinclair indirectly controls the licensee of
WSYX(TV), Channel 6 (ABC), Columbus, Ohio ("WSYX"), whose predicted Grade A and Grade
B contours, respectively, also overlap those of WKEF.  Finally, Sinclair indirectly controls the
licensee of WTTV(TV), Bloomington, Indiana ("WTTV"), whose Grade B contour intersects that
of WKEF.  Each of these combinations would violate the Commission's existing television local
ownership (or duopoly) rule, which prohibits the common ownership of television stations whose
Grade B contours overlap.  47 C.F.R.  73.3555(b).  To resolve these potential violations, Sinclair
seeks various waivers of our ownership rules.

3.   First, Sinclair notes that in the Second Further Notice of Proposed Rule Making in MM
Docket No. 91-221 (Review of the Commission's Regulations Governing Television Broadcasting),
11 FCC Rcd 21655 (1996) ("Television Ownership Second Further Notice"), the Commission
adopted an interim policy applicable to waivers of the television duopoly rule.  The policy stated that
the Commission would be inclined to grant waivers of the rule, conditioned on the outcome of the
rulemaking proceeding, only where the television stations to be commonly owned were located in
separate Designated Market Areas ("DMAs") and there was no Grade A contour overlap between
them.  Sinclair therefore seeks a conditional waiver of the duopoly rule with respect to the
WTTV/WKEF combination, but seeks only nine-month, temporary waivers of the rule to permit it
time to divest one of the stations in each of the three other combinations.  Sinclair provided a complete showing under
our existing precedent to justify grant of these temporary waivers of the duopoly rule.

4.   In "Comments" filed in connection with the WEMT/WLOS waiver request, Holston Valley Broadcasting Corporation ("Holston") maintains that Sinclair
seeks to create a "daisy chain" of three commonly-controlled television stations with extensive coverage overlap, resulting in "a potentially dangerous threat to competition"
in the Bristol, Virginia-Kingsport-Johnson City, Tennessee DMA ("Tri-Cities DMA"), to which WEMT (but not WLOS) is licensed.  In this regard, Holston notes that
the predicted City Grade contour of WEMT encompasses Asheville, North Carolina, the community of license of WLOS, and the predicted City Grade contour of WLOS
comes very close to Greeneville, Tennessee, the community of license of WEMT.  Additionally, says Holston, WEMT's transmitter site is closer to Asheville (located
in the Greenville-Spartanburg, South Carolina-Asheville, North Carolina-Anderson, South Carolina DMA ("Asheville DMA")) than it is to Kingsport and Johnson City,
Tennessee, two of the three principal communities in the Tri-Cities DMA.  Holston also contends that a time brokerage agreement with a subsidiary of Glencairn, Ltd.,
gives Sinclair effective control over a third 
television station in the market, WFBC-TV, Anderson, South Carolina ("WFBC"), whose Grade A and City Grade contours overlap those of WLOS.  Holston believes
that there is already cause for concern regarding media concentration in the Tri-Cities DMA, because WJHL-TV, Johnson City, Tennessee, and a daily newspaper
published in nearby Bristol are both controlled by a single entity, Media General, Inc.  Finally, Holston maintains that Sinclair's acquisition of WEMT will adversely affect
the ability of other stations in the market to acquire syndicated television programming.  Specifically, Holston asserts that at a recent meeting of the National Association
of Television Program Executives, several syndicators stated that either Sinclair had "a hold" on specific program products, or no decision can be made with respect to
certain shows until Sinclair determines whether it wants them for WEMT.

Discussion  

5.   As Sinclair has noted, at the time the subject applications were filed, we followed an interim policy that permitted conditional waiver of the duopoly rule,
subject to the outcome of the then-pending local television ownership proceeding, only where the stations to be commonly owned were licensed to separate DMAs and
there was no Grade A overlap between them.  Television Ownership Second Further Notice, 11 FCC Rcd at 21681.  On August 5, 1999, however, the Commission
adopted a Report and Order in the local television ownership proceeding, revising the duopoly rule to permit common ownership of two television stations located in
separate DMAs regardless of contour overlap between them.  Review of the Commission's Regulations Governing Television Broadcasting, Report and Order, MM
Docket No. 91-221, FCC 99-209 (released August 6, 1999) ("Report and Order").  The proposed transaction appears to comply with the new rules as the stations in
each combination are located in separate DMAs.  These rules, however, are not yet in effect.  Nonetheless, given the Commission's decision and the apparent compliance
of Sinclair's ownership combinations with the new rules, it is no longer appropriate to follow the interim policy in disposing of Sinclair's waiver requests.  Rather, we
believe that we should afford Sinclair a temporary waiver to accommodate its merger transaction and the opportunity to make a showing, if it so elects, that it could retain
the stations under our new rules once they become effective.  Accordingly, we will grant Sinclair temporary waivers of the local television ownership rule for each of
the four referenced combinations, subject to compliance with the requirements of the ownership and attribution orders when those requirements come into effect.  

6.   With respect to the Comments filed by Holston, we find no basis for Holston's assertion that Sinclair's ownership of WEMT and WLOS and its LMA with
WFBC will give Sinclair undue influence in the Tri-Cities DMA.  As a threshold matter, we note that Holston overstates  

the extent of the overlap between WEMT and WLOS because it does not take into account the mountainous terrain which separates the two stations.  In addition, WLOS
and WFBC are licensed to communities in the Asheville DMA, not the Tri-Cities DMA.  While Holston asserts that Sinclair "effectively controls" WFBC, it has not argued
that the LMA between Sinclair and the licensee of WFBC fails to comply with the Commission's rules and policies.  Furthermore, Holston's hearsay allegations regarding
Sinclair's influence over syndicated programming in the market, even if true, fall far short of demonstrating that Sinclair dominates the market to such an extent so as
to provide a basis for denying the temporary waiver request.  In any event, under the rules and policies just adopted by the Commission in its local television ownership
and attribution proceedings, same-market LMAs will be attributable ownership interests and parties to such agreements, depending on when the LMA was entered, will
be either grandfathered or afforded a two-year term to bring their agreements into compliance with the new ownership rules.  In either case, Sinclair's LMA with WFBC
does not raise a bar to this transaction.  

                            CONCLUSION

7.   Having determined that the applicants are qualified in all respects, we find that grant of the above-captioned transfer of control applications will serve the
public interest, convenience and necessity.

8.   Accordingly, IT IS ORDERED, That the request for a temporary waiver of the duopoly rule, Section 73.3555(b), to permit common ownership of
WEMT(TV), Greeneville, Tennessee and WLOS(TV), Asheville, North Carolina, IS GRANTED, subject to Sinclair's compliance with the requirements and procedures
set forth in Review of the Commission's Regulations Governing Television Broadcasting, Report and Order, MM Docket No. 91-221, FCC 99-209 (released August
6, 1999).  

9.   IT IS FURTHER ORDERED, That the request for a temporary waiver of the duopoly rule, Section 73.3555(b), to permit common ownership of
WKEF(TV), Dayton, Ohio and WSTR-TV, Cincinnati, Ohio, IS GRANTED, subject to Sinclair's compliance with the requirements and procedures set forth in Review
of the Commission's Regulations Governing Television Broadcasting, Report and Order,  MM Docket No. 91-221, FCC 99-209 (released August 6, 1999).

10.  IT IS FURTHER ORDERED, That the request for a temporary waiver of the duopoly rule, Section 73.3555(b), to permit common ownership of
WKEF(TV), Dayton, Ohio and WSYX(TV), Columbus, Ohio,  IS GRANTED, subject to Sinclair's compliance with the requirements and procedures set forth in Review
of the Commission's Regulations Governing Television Broadcasting, Report and Order, MM Docket No. 91-221, FCC 99-209 (released August 6, 1999). 

11.  IT IS FURTHER ORDERED, That the request for a temporary waiver of Section         

73.3555(b) of the Commission's rules to permit the common ownership by Sinclair of television stations WKEF(TV), Dayton, Ohio and WTTV(TV), Bloomington,
Indiana, IS GRANTED, subject to Sinclair's compliance with the requirements and procedures set forth in Review of the Commission's Regulations Governing Television
Broadcasting, Report and Order, MM Docket No. 91-221, FCC 99-209 (released August 6, 1999).

12.  IT IS FURTHER ORDERED, That the applications to transfer control of WEMT(TV), Greeneville, Tennessee, WKEF(TV), Dayton, Ohio, and W43BO,
Marion, Virginia, from Max Television Company to Sinclair Communications, Inc. (File Nos. BTCCT/BTCTTL-980108IB-ID), ARE GRANTED.  


                              FEDERAL COMMUNICATIONS COMMISSION



                              Roy J. Stewart
                              Chief, Mass Media Bureau