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     DA 96-1403


     August 19, 1996


Mr. Barry B. Lewis, President
Triad Cellular Corporation
2420 Sand Hill Road, #101
Menlo Park, California 94025

     RE:   Triad Cellular Corporation Petition for Waiver in Auction No. 11
     Adopted August 19, 1996
     Released August 20, 1996

Dear Mr. Lewis:

     This letter responds to the August 1, 1996 request of Triad Cellular Corporation
("Triad") for waiver of the Commission's Rules to allow it to qualify to bid as an entrepreneur
in the broadband PCS F block auction.  Specifically, Triad requests that the Commission
waive portions of Section 24.720(l) of the Commission's Rules that would require Triad to
treat as affiliates an unspecified range of investment funds and/or vehicles that Triad
represents are outside of the real control or financial access of Triad and its acknowledged
affiliates.  For the reasons stated below, we deny Triad's request.

     Section 24.720(l) sets forth the Commission's definition of "affiliate" for purposes of
the F block:

     (1)   Basis for affiliation.  An individual or entity is an affiliate of an applicant or of
     a person holding an attributable interest in an applicant (both referred to herein
     as "the applicant") if such individual or entity:
     (i)   Directly or indirectly controls or has the power to control the applicant,
     or
     (ii)  Is directly or indirectly controlled by the applicant, or
     (iii) Is directly or indirectly controlled by a third party or parties that also
     controls or has the power to control the applicant, or
     (iv)  Has an "identity of interest" with the applicant.

Section 24.720(l)(2) sets forth a number of circumstances, several of which are potentially
applicable here, in which control can arise over an applicant.

     A request for waiver of a rule for broadband PCS must include a showing either "that
the underlying purpose of the rule will not be served, or would be frustrated, by its
application in a particular case, and that grant of the waiver is otherwise in the public
interest;" or "that unique facts and circumstances of a particular case render application of the
rule inequitable, unduly burdensome or otherwise contrary to the public interest."  47 C.F.R. 
24.819(a)(i) and (ii).

     We are unable to determine, from the facts provided by Triad, the entities for which it
seeks a waiver of the rule, or whether that rule even applies, much less the appropriateness of
waiver.  Aside from the singular example of Media I, Triad does not appear to provide a
complete list of the entities for which it seeks waiver of the affiliation definitions.  Triad also
fails to provide complete information on the means by which such entities are segregated, in
terms of control or finances, from Triad and its acknowledged affiliates.  We will not grant a
"blanket" waiver from our affiliation rules on the basis of such circumscribed information.  In
short, Triad has not indicated how the facts and circumstances of its particular case render
application of the rule inequitable or unduly burdensome, and we are unable to assess, with
the information provided, whether a grant of waiver regarding any of the entities associated
with Triad would be in the public interest.

     For the reasons stated above, Triad's request for waiver of the affiliation rules set forth
in Section 24.720 of the Commission's Rules IS HEREBY DENIED.  This action is taken
under delegated authority pursuant to Section 0.331 of the Commission's Rules.

     Sincerely,



     Kathleen O'Brien Ham
     Chief, Auctions Division
     Wireless Telecommunications Bureau