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

In re Applications of           )
                                )
ABC Wireless, L.L.C.            )       File No. 0000012954
(Markets B190 and B245)         )
                                )
American Wireless, L.L.C.       )       File No. 0000012939
(Markets B192 and B219)         )
                                )
Chariton Valley Communication   )       File No. 0000012989
Corporation, Inc.               )
(Market B090)                   )
                                )       
Cook Inlet/VoiceStream PCS L.L.C.)      File No. 0000012949
(Markets B071, B078, B101, B109, B225,)      
B260, B294, B332, B355, B380, B419,)
B426, B443 and B452)            )
                                )       
Highland Cellular, Inc.         )       File No. 0000012881
(Markets B255 and B444)         )
                                )
Iowa Network Services, Inc.     )       File No. 0000012888
(Market B243)                   )       
                                )
IT&E Overseas, Inc.             )       File No. 0000012703
(Market B490 and B493)          )
                                )
OPCS Three, L.L.C.              )       File No. 0000012978
(Markets B005, B033, B112, B145, B169,)
B209, B223, B308, B310, B394 and B403))      
                                )
OPM Auction Co.                 )       File No. 0000012900
(Market B046)                   )
                                )
Viper Wireless, Inc.            )       File No. 0000012956
(Markets B195 and B320)         )
                                )
                                 
                             ORDER


   Adopted:  September 8, 1999          Released:  September 8, 1999

By the Chief, Policy and Rules Branch, Commercial Wireless Division, Wireless Telecommunications Bureau:


     1.   In this Order, we dismiss in part, and deny in part, Pacific Eagle Investments, Ltd.'s, Pacific
Eagle Investment (L) Limited's, and Masa Telecom, Inc.'s (collectively, Pacific Eagle) Petitions to Defer or,
in the Alternative, to Condition Grant (Petitions) of the above-captioned long-form applications (FCC Form
601) filed by winning bidders in Auction 22, the C, D, E and F block broadband PCS license auction that
closed on April 15, 1999 (Auction 22).  Pacific Eagle, a secured creditor of the C block PCS licensee DCR
PCS, Inc. (DCR PCS), requests that we defer grant of the above-captioned applications until pending litigation
is complete or condition the grant on the outcome of the litigation.  For the reasons set forth below, we dismiss
in part, and deny in part, Pacific Eagle's Petitions.

     2.   On November 4, 1996, the Commission conditionally granted forty-three C block PCS licenses
to DCR PCS.  On March 31, 1997, DCR PCS, and its parent company, Pocket Communications Inc.
(collectively, Debtors), filed Chapter 11 petitions in the Bankruptcy Court for the Northern District of
Maryland (bankruptcy court).  Pacific Eagle, as a secured creditor of the Debtors, is a participant in the
Chapter 11 proceedings.  In an effort to provide limited relief for C block licensees having difficulty meeting
their financial obligations to the Commission, the Commission released the C Block Second R&O on October
16, 1997.  Pursuant to the C Block Second R&O, the Debtors elected to retain all or part of twelve of DCR
PCS's C block licenses and relinquish the remainder of the licenses, including those at issue here.  The
bankruptcy court approved the Debtors' conditional election on June 4, 1998, over the objections of Pacific
Eagle.  On October 16, 1998, the Debtors filed an emergency motion for authority to make their conditional
election effective, which the bankruptcy court granted on October 29, 1998 (Election Order).  On November
6, 1998, Pacific Eagle filed with the court a motion for reconsideration of the Election Order.  On March 3,
1999, the bankruptcy court released an order denying Pacific Eagle's motion for reconsideration, which Pacific
Eagle appealed to the United States District Court for the District of Maryland on March 11, 1999.  On
March 12, 1999, the bankruptcy court stayed its order denying the motion for reconsideration pending appeal. 
Pacific Eagle's appeal of the Election Order is still pending.  

     3.   On June 3, 1999, Pacific Eagle filed its Petitions.  Because Pacific Eagle's appeal of the
Election Order is pending, Pacific Eagle argues that the Wireless Telecommunications Bureau (Bureau) should
defer grant of the above-captioned licenses, or, at a minimum, conditionally grant the license applications
subject to the possible return of the licenses to the Debtors' Chapter 11 estate, or as otherwise may be directed
by the courts as a result of Pacific Eagle's pending Election Order appeal.

     4.   In a public notice regarding Auction 22 released on December 23, 1998, the Bureau stated that
in situations in which auctioned licenses are involved in a pending proceeding, such licenses will be granted
at the close of the auction in order to serve the public interest in prompt implementation of PCS service, and
that the grant of such licenses will be conditioned on the outcome of pending proceedings.  In addition, in its
February 24 Public Notice, the Bureau advised participants in Auction 22 that, in formulating their business
strategies, they must take into account the risk that a pending proceeding might ultimately displace a winning
bidder.  Because the Bureau has already indicated in its December 23 Public Notice and February 24 Public
Notice that it would condition the grant of licenses on the outcome of pending proceedings, we dismiss Pacific
Eagle's request as moot.  Furthermore, because the grants will be conditioned on the outcome of outstanding
proceedings, and all parties are on notice that this is the case, we see no need to defer grant of the above-
captioned licenses and we, therefore, deny Pacific Eagle's request that we do so.

     5.   Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the Communications Act of
1934, as amended, 47 U.S.C.  154(i), and sections 0.331, 1.2108 and 24.830 of the Commission's rules, 47
C.F.R.  0.331, 1.2108 and 24.830, the Petitions to Defer or, in the Alternative, to Condition Grant of the
above-captioned long-form applications filed by Pacific Eagle Investments, Ltd., Pacific Eagle Investment (L)
Limited, and Masa Telecom, Inc., on June 3, 1999, in the above-referenced proceedings, ARE HEREBY
DISMISSED in part and DENIED in part.



                              FEDERAL COMMUNICATIONS COMMISSION



                              Paul D'Ari
                              Chief, Policy and Rules Branch
                              Commercial Wireless Division
                              Wireless Telecommunications Bureau