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

In the Matter of                             )
                                             )    
Notice of Apparent Liability for Forfeiture of                   )
                                             )    
INTERNATIONAL BUSINESS MACHINES              )    File No.  920EF0047
                                             )
Licensee of Point-to-Point Microwave     Stations      )
WNTT360 (Huntington Beach, CA); WHJ651 (Huntington     )
Beach, CA); WNEZ481 (Monrovia, CA); WNEZ480  )
(La Habra, CA); WHJ653 (Cypress, CA); WHJ649           )
(Hazelwood, CA); WHJ650 (Torrance, CA); WHJ816    )
(Saint Charles, MO);     WNER966 (Dominguez Hills, CA);     )    
WNET350 (Gardena, CA); WNEU335 (Gray Butte, CA);  )
WNEU679 (Long Beach, CA); WNEW515 (Long Beach,    )
CA); WNEY550 (Long Beach, CA); WNEZ482 (Compton,  )    
CA); WNTB361 (Long Beach, CA); WNTH667 (Edwards   )
AFB, CA); WNTL350 (Anaheim, CA); WNTT359 (Long    )
Beach, CA); WNTX919 (Wrightwood, CA); WNTX920     )
(Long Beach, CA); and WPJF891 (Long Beach, CA)    )

          NOTICE OF APPARENT LIABILITY FOR FORFEITURE


     Adopted:  July 19, 1999                 Released:  July 20, 1999 

By the Deputy Chief, Enforcement and Consumer Information Division,
Wireless Telecommunications Bureau:

                             I.  Introduction

1.     In this Notice of Apparent Liability for Forfeiture, we find that International Business Machines
("IBM"), licensee of the 22 above-captioned point-to-point microwave stations, engaged in unauthorized pro
forma transfers of control of the stations, in apparent repeated violation of Section 310(d) 
of the Communications Act of 1934, as amended ("Act") and Section 101.53 of the Commission's Rules.  For
the reasons discussed below, we conclude that IBM is apparently liable for a forfeiture in the total amount of
$20,000. 

                        II.  Background

     2.  The stations in question were originally licensed to Advantis, a general partnership owned 70 percent
by IBM and 30 percent by Sears Roebuck & Co. ("Sears").  IBM's 70 percent interest was held by Tarrytown
Holdings, a wholly owned subsidiary of ISSC, which was in turn a wholly owned subsidiary of IBM.  On June
11, 1997, Tarrytown Holdings became a subsidiary of ISSC Holdings, Inc., a newly created subsidiary of
ISSC.  On June 12, 1997, THP, Inc., another wholly owned subsidiary of ISSC Holdings, Inc., acquired Sears'
interest in Advantis.  At that time, IBM owned 100 percent of Advantis.  On July 1, 1997, Tarrytown
Holdings merged into THP, Inc., causing the dissolution of the Advantis partnership.  THP, Inc., the surviving
entity, was renamed Advantis Corporation.  On October 1, 1997, 
IBM's restructuring of its interest in Advantis was completed when Advantis Corporation, ISSC, and ISSC
Holdings, Inc. were all merged into IBM.

     3.  IBM, Advantis, and the other corporations involved did not file applications for Commission
consent to the transfers of control of the subject stations that took place when these transactions were
effectuated.  IBM admits that "neither the licensee nor the parent corporation understood that even a pro
forma change in ownership such as occurred here requires prior Commission approval."  IBM attributes
this misunderstanding, in part, to "the fact that licensees of private operational fixed microwave radio
stations are not required to provide detailed ownership information at the time of filing of their initial
applications for new licenses."  IBM admits that it did not seek advice from communications counsel
"because the transaction was, at the time, viewed simply as a pro forma corporate restructuring driven
primarily by state and local tax ramifications . . . ."

     4.  IBM states that shortly before October 26, 1998, it determined that it had failed to obtain
Commission consent to the pro forma transfers of control.  On November 2, 1998, IBM filed a Request for
Special Temporary Authority, which was granted on November 12, 1998.  Also on November 2, 1998, IBM
filed an application for the Commission's consent to assign the licenses to IBM.  That application was granted
on December 2, 1998.

     5.  For the year ended December 31, 1998, IBM and its subsidiary companies reported total revenues of
$81,667,000,000.  Its net income for the same period was $6,308,000,000.
                        III. Discussion

     6.  Section 310(d) of the Communications Act provides in pertinent part:

          No construction permit or station license, or any rights thereunder, shall be transferred,
     assigned, or disposed of in any manner, voluntarily or involuntarily, directly or indirectly, or by
     transfer of control of any corporation holding such permit or license, to any person except upon
     application to the Commission and upon finding by the Commission that the public interest,
     convenience, and necessity will be served thereby.

This section was codified for fixed microwave services at Section 101.53(a) of the Commission's Rules.
Section 503(b) of the Act and Section 1.80 of the Commission's Rules further provide that a forfeiture
penalty may be assessed against a person who is found to have willfully or repeatedly failed to comply with
the Commission's rules.  The Commission has held that an act or omission is "willful" if it is a conscious
act or omission, whether or not there is any intent to violate the rule.  With respect to an unauthorized
transfer of control involving multiple stations, each station for which control was transferred without
authority is a separate violation of the Act and the Commission's Rules.
 
     7.  Based upon our review of the record and IBM's admissions, we find that IBM engaged in a series of
pro forma transfers of control with respect to the licenses originally held by Advantis.  The first pro forma
transfer of control occurred in June 1997, when IBM restructured its interest in Advantis and acquired Sears'
partnership interest in Advantis.  The Commission has stated that a pro forma transfer of control includes an
"assignment of less than a controlling interest in a partnership."  Another pro forma transfer of control
occurred on October 1, 1997 when Advantis Corporation was merged into IBM, the parent corporation.  An
assignment from a wholly owned subsidiary to its parent corporation is a pro forma transaction. These
transfers of control were carried out in apparent willful and repeated violation of Section 310(d) of the Act and
Section 101.53 of the Commission's Rules.

     8.  IBM's claim that it misunderstood the Commission's requirements does not to serve to excuse or to
mitigate its violations.  The Commission has stated that licensees have an affirmative obligation to be
informed and comply with the Commission's Rules.  Furthermore, IBM could have readily ascertained
that Commission consent was required for the pro forma transfers of control by consulting with its
communications counsel.  While IBM correctly points out that FCC Form 415 does not require detailed
ownership information, we note that Question No. 43 of that same form dealing with transfers of control
inquires, "Is this a pro forma Transfer of Control?"  Thus, there is no merit to IBM's claim that the
company misconstrued FCC Form 415 as somehow relieving licensees of their its obligation to obtain
Commission consent to proposed pro forma transfers of control.

     9.  The Commission's Forfeiture Policy Statement, which became effective on October 14, 1997,
provides that cases arising from facts that occurred prior to the effective date of the Forfeiture Policy
Statement shall be decided on a case-by-case basis.  Since the violations in question began in June 1997, we
will determine the appropriate forfeiture using the case-by-case method.  Section 503(b)(2)(D) of the Act requires
that the Commission consider "the nature, circumstances, extent and gravity of the violation, and, with respect to
the violator, the degree of culpability, any history of prior offenses, ability to pay, and such other matters as
justice may require" when assessing a forfeiture.  In Telecourier Communications Corp., 10 FCC Rcd
10014 (Wireless Tel. Bureau 1995), the Enforcement Division of the Wireless Telecommunications Bureau
determined that $3,500 was an appropriate base forfeiture for an unauthorized pro forma transfer of
control of two public land mobile stations.  The Bureau reduced the forfeiture to $2,500 ($1,250 per
station), however, due to Telecourier's voluntary notification of its violation and its history of overall
compliance with Commission Rules. In this case, IBM's voluntary disclosure of its violations is a substantial
mitigating factor.  On the other hand, there are two factors that warrant a substantial forfeiture: the duration of
the violation (from June 1997 until, at the earliest, October 1998), and IBM's ability to pay a forfeiture, given
the corporation's net income and revenues.  With respect to the latter factor, the Commission has stated its
intention "to take into account the subject violator's ability to pay in determining the amount of a forfeiture
to guarantee that forfeitures issued against large or highly profitable entities are not considered merely an
affordable cost of doing business." 

     10.  In this case, taking into consideration all of the factors required by Section 503(b)(2)(D) of the
Act, including, but not limited to, the nature of the stations in question, IBM's voluntary disclosure of its
violations to the Commission, the length of time during which the unauthorized transfers took place, the number
of stations involved, IBM's apparent prompt remedial action once it discovered the error, and IBM's ability to
pay a substantial forfeiture, we believe a total forfeiture in the amount of $20,000 is appropriate.  

                     IV.  Ordering Clauses

     11.  ACCORDINGLY, IT IS ORDERED, pursuant to Section 503(b) of the Communications Act of
1934, as amended, and Section 1.80 of the Commission's Rules, IBM is hereby NOTIFIED of its
APPARENT LIABILITY FOR A FORFEITURE in the amount of twenty thousand dollars ($20,000) for
willfully and repeatedly violating Section 310(d) of the Communications Act of 1934, as amended, and
Section 101.53 of the Commission's Rules.

     12.  IT IS FURTHER ORDERED, pursuant to Section 1.80 of the Commission's Rules, that within
thirty days of the release of this Notice, IBM SHALL PAY the full amount of the proposed forfeiture or
SHALL FILE a written statement seeking reduction or cancellation of the proposed forfeiture.
     13.  IT IS FURTHER ORDERED that a copy of this Notice shall be sent by Certified Mail, Return
Receipt Requested to IBM's counsel, Douglas L. Povich, Esq., Squire, Sanders & Dempsey, L.L.P., 1201
Pennsylvania Avenue, N.W., Washington, D.C. 20044-0407.

                         FEDERAL COMMUNICATIONS COMMISSION



                         Myron C. Peck       
                         Deputy Chief, Enforcement and Consumer Information Division
                         Wireless Telecommunications Bureau