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


In the Matter of                  )
                                 )    File No. EB-02-IH-0238 
MIDDLE GEORGIA COMMUNICATIONS,    )    NAL/Acct. No. 200432080140
INC.                              )    FRN # 0009931361 
                                 )    Facility ID # 41993
Licensee of Station WMGZ(FM),     )
Eatonton, Georgia                 )


                            ORDER

Adopted:  June 18, 2004                 Released:   June 21, 
2004

By the Chief, Enforcement Bureau

      1.  In  this   Order,  we   adopt  a   Consent  Decree 
 terminating  an  investigation  by the  Enforcement  Bureau 
 (the  ``Bureau'')  into the  possible  violation by  Middle 
 Georgia   Communications,    Inc.   (``Middle   Georgia''), 
 licensee   of  Station  WMGZ(FM),  Eatonton,   Georgia,  of 
 Section  310(d)  of  the  Communications Act  of  1934,  as 
 amended,1  in  connection  with the  possible  unauthorized 
 transfer  of  control of  Station WKGQ(AM),  Milledgeville, 
 Georgia.  

      2.  The Bureau and Middle  Georgia have negotiated the 
 terms  of the Consent Decree,  a copy of which  is attached 
 hereto  and  incorporated  by  reference herein.   We  have 
 reviewed the terms  of the Consent Decree and evaluated the 
 facts  before  us.  We  believe  that  the public  interest 
 would  be  served  by  approving  the  Consent  Decree  and 
 terminating the  investigation.  In the absence of material 
 new  evidence relating  to  this matter,  we conclude  that 
 there are  no substantial or material questions  of fact as 
 to    whether   Middle   Georgia   possesses    the   basic 
 qualifications to be or remain a Commission licensee.

      3.  Accordingly,  IT  IS  ORDERED  that,  pursuant  to 
 Section  4(i)  of   the  Communications  Act  of  1934,  as 
 amended,2  and the  authority delegated  by Sections  0.111 
 and 0.311 of  the Commission's Rules,3 the attached Consent 
 Decree IS ADOPTED.

      4.  IT   IS  FURTHER   ORDERED  that   the  referenced 
 investigation IS TERMINATED.

      5.  IT IS FURTHER ORDERED that copies of this Order 
 shall be sent by regular first class mail and certified 
 mail - return receipt requested, to Middle Georgia 
 Communications, Inc., P.O. Box 832, Milledgeville, Georgia  
 31059-0832, and to its counsel, Lauren A. Colby, Esq., 
 P.O. Box 113, Frederick, Maryland   21705-0113.

                         FEDERAL COMMUNICATIONS COMMISSION
                         


                         David H. Solomon
                         Chief, Enforcement Bureau                        CONSENT DECREE

      6.  The    Enforcement   Bureau    of   the    Federal 
 Communications     Commission,    and     Middle    Georgia 
 Communications,   Inc.,  by  their   respective  authorized 
 representatives, hereby  enter into this Consent Decree for 
 the  purpose of resolving  and terminating  the Enforcement 
 Bureau's investigation  into possible violations of Section 
 310(d)  of the Communications  Act of 1934, as  amended, 47 
 U.S.C.   310(d),   in   connection  with   Middle   Georgia 
 Communications,  Inc.'s  possible unauthorized  acquisition 
 of  control  of Station  WKGQ(AM), Milledgeville,  Georgia, 
 from  the licensee  of the  station, Keystone  Enterprises, 
 Inc.

      7.  For  the  purposes  of this  Consent  Decree,  the 
 following definitions apply:

         a)    The ``Act''  means the Communications  Act of 
           1934, as amended, 47 U.S.C.  151 et seq.;

         b)    ``Adopting  Order''  or  ``Order''  means  an 
           order  of  the Enforcement  Bureau adopting  this 
           Consent Decree;

         c)    The ``Bureau''  means the  Enforcement Bureau 
           of the Federal Communications Commission;

         d)    The  ``Commission''  or   ``FCC''  means  the 
           Federal Communications  Commission;

         e)    ``Effective  Date'' means  the date  on which 
           the Bureau releases the Adopting Order;

         f)       ``Keystone Enterprises'' means Keystone 
           Enterprises, Inc., the licensee of Station 
           WKGQ(AM), Milledgeville, Georgia, and its 
           parent, subsidiaries, divisions and affiliates, 
           and each of their respective officers, 
           directors, employees, agents, representatives, 
           or any other person acting or purporting to act 
           on behalf of Keystone Enterprises, Inc. or their 
           successors or assigns; 

         g)    ``Middle Georgia'' means Middle Georgia 
           Communications, Inc., the licensee of Station 
           WMGZ(FM), Eatonton, Georgia, and its parent, 
           subsidiaries, divisions and affiliates, and each 
           of their respective officers, directors, 
           employees, agents, representatives, or any other 
           person acting or purporting to act on behalf of 
           Middle Georgia Communications, Inc. or their 
           successors or assigns; 

         h)         ``Parties'' means Middle Georgia and the 
           Bureau; and

         i)               ``Rules'' means  the Commission's regulations set 
           forth  in   Title  47  of  the  Code  of  Federal 
           Regulations.

                        I.  Background

      8.  On  June  13,  1995,  Middle  Georgia,  the  then-
 licensee  of   Station  WKGQ(AM),  Milledgeville,  Georgia, 
 filed  an  application seeking  Commission  consent to  the 
 proposed assignment of  the license for Station WKGQ(AM) to 
 Keystone   Enterprises.    The   Commission   granted   the 
 application  on July 31, and the  companies consummated the 
 transaction  on September  5, 1995.   Keystone Enterprises, 
 however,  defaulted on its  installment payments  to Middle 
 Georgia  for the purchase  of the station.   Middle Georgia 
 entered  into a Local  Management Agreement  (``LMA'') with 
 Keystone  Enterprises, dated January 26,  1996, pursuant to 
 which  Middle  Georgia  was  to  operate  Station  WKGQ(AM) 
 station  for 90 days.   Keystone Enterprises  abandoned the 
 station,  and  Middle  Georgia  continued  to  operate  the 
 facility  beyond  the  90-day  period covered  by  the  LMA 
 without   any   Commission  authority   to   do  so.    The 
 Enforcement Bureau  commenced an investigation to determine 
 whether Middle Georgia  may have violated Section 310(d) of 
 the Act. 

                   II.  Terms of Settlement

      9.  In  accordance  with  the terms  of  this  Consent 
 Decree,   the  Parties  agree   to  the   following  terms, 
 conditions, and procedures.

      10.      The Parties agree that the provisions of this 
 Consent  Decree shall be  subject to final approval  by the 
 Bureau by incorporation  of such provisions by reference in 
 an Adopting Order.

      11.      The  Parties agree  that this  Consent Decree 
 shall  become effective  on the  Effective Date.   Upon the 
 Effective Date, the  Adopting Order and this Consent Decree 
 shall have the  same force and effect as any other order of 
 the  Commission  and any  violation of  the  terms of  this 
 Consent  Decree shall constitute a separate  violation of a 
 Commission order,  entitling the Commission to exercise any 
 rights  and  remedies attendant  to  the  enforcement of  a 
 Commission order.

      12.      Middle  Georgia agrees  that  the Bureau  has 
 jurisdiction over the  matters that are the subject of this 
 Consent  Decree and the  authority to enter into  and adopt 
 this Consent Decree.

      13.      The  Parties agree  that this  Consent Decree 
 does  not constitute either  an adjudication on  the merits 
 or  a factual or  legal finding or  determination regarding 
 compliance  or noncompliance with  the requirements  of the 
 Act  or the  Commission's  rules and  orders.  The  Parties 
 agree  that this Consent Decree is  for settlement purposes 
 only  and that,  by entering into  to this  Consent Decree, 
 Middle  Georgia  does  not  admit  or  deny  liability  for 
 violating  any statute, regulation,  or rule  in connection 
 with  the  matters that  are the  subject  of this  Consent 
 Decree.

      14.      The Parties  agree and acknowledge  that this 
 Consent Decree  shall constitute a final settlement between 
 them  concerning the Bureau's investigation  of the matters 
 discussed in paragraph 3, above. 

      15.       In  express reliance upon the  covenants and 
 representations  in this Consent Decree,  the Bureau agrees 
 to  terminate its investigation of  Middle Georgia relating 
 to  the matters  discussed in  paragraph 3,  above, without 
 any finding of liability on the  part of Middle Georgia.  

      16.       In consideration of the Bureau's termination 
 of  its investigation  into these  matters, Middle  Georgia 
 agrees to the terms set forth herein.

      17.       Within five (5) business days of the release 
 of  the  Adopting   Order,  Middle  Georgia  shall  make  a 
 voluntary  contribution  to  the  United  States  Treasury, 
 without protest or  recourse, by wire or by mailing a check 
 or  similar instrument  drawn to the  order of  the Federal 
 Communications Commission,  in the amount of Eight Thousand 
 Dollars  ($8,000.00), to  be sent to  the attention  of the 
 Federal  Communications  Commission, Forfeiture  Collection 
 Section,   Finance   Branch,  P.O.   Box  73482,   Chicago, 
 Illinois,  60673-7482.  The check,  wire transfer  or money 
 order  shall  refer to  Acct. No.  200432080140  and FRN  # 
 0009931361.  Any wire transfer  must be made  in accordance 
 with Commission procedures for wire transfers. 

      18.       Middle Georgia agrees that it is required to 
 comply  with  each  individual  condition of  this  Consent 
 Decree.   Each specific condition  is a  separate condition 
 of  the Consent  Decree as  approved.  To  the extent  that 
 Middle  Georgia  fails to  satisfy  any  condition, in  the 
 absence of Commission  alteration of the condition, it will 
 be  deemed  noncompliant and  may  be  subject to  possible 
 enforcement   action,  including,   but  not   limited  to, 
 revocation  of the  relief, designation  of the  matter for 
 hearing, letters of admonishment, or forfeitures.

      19.       The  Bureau agrees  that, in the  absence of 
 material  new evidence,  it will  not, on  its own  motion, 
 initiate   or  recommend   to  the   Commission,  any   new 
 proceeding,  formal  or  informal,  regarding  the  matters 
 discussed in paragraph  3, above. The Bureau further agrees 
 that, in the  absence of material new evidence, it will not 
 use  the facts developed  in this  investigative proceeding 
 through the  Effective Date to initiate on  its own motion, 
 or  recommend to the Commission, any  proceeding, formal or 
 informal,  or take  any action  on its  own motion  against 
 Middle Georgia with  respect to its basic qualifications to 
 be  or  remain  a  Commission licensee.   Nothing  in  this 
 Consent  Decree shall prevent the  Bureau from instituting, 
 or  recommending to the  Commission, new  investigations or 
 enforcement  proceedings  against  Middle Georgia,  in  the 
 event  of any  alleged future  misconduct for  violation of 
 this  Consent Decree  or for  violation of  the Act  or the 
 Commission's Rules,  consistent with the provisions of this 
 Consent Decree.

      20.       Middle Georgia waives  any and all rights it 
 may    have    to   seek    administrative   or    judicial 
 reconsideration,  review, appeal or  stay, or  to otherwise 
 challenge  or contest the  validity of this  Consent Decree 
 and the Adopting  Order, provided the Adopting Order adopts 
 the   Consent    Decree   without   change,   addition   or 
 modification.

      21.       Middle Georgia agrees to waive any claims it 
 may otherwise  have under the Equal Access  to Justice Act, 
 5 U.S.C.  504  and 47 C.F.R.  1.1501 et seq., relating to 
 the matters discussed in this Consent Decree.

      22.       If any Party (or the United States on behalf 
 of the  FCC) brings a judicial action to  enforce the terms 
 of  the Adopting  Order, Middle Georgia  and the  FCC shall 
 not  contest the continuing validity of  the Consent Decree 
 or Adopting Order.  

      23.        In the  event that  this Consent  Decree is 
 rendered  invalid by any  court of  competent jurisdiction, 
 this Consent Decree  shall become null and void and may not 
 be used in any manner in any legal proceeding.

      24.        This  Consent  Decree   may  be  signed  in 
 counterparts.


 For the Enforcement Bureau        



 ________________________________            _______________
 David H. Solomon                                 Date
 Chief, Enforcement Bureau


 For Middle Georgia Communications, Inc.



 ___________________________________         _______________
 Thomas Ptak                                      Date
 President 















                            MEMORANDUM

Date:  May 13, 2004

To:  Linda Blair

From:  Gilberto de Jesus

Subject:  Consent Decree - Middle Georgia Communications, 
Inc.

After you reviewed and edited the attached Consent Decree 
and returned it to me, Bill Freedman, who was on emergency 
leave and thus unable to inspect the document before it went 
up to your office, made some edits of his on when he 
returned.  I have incorporated Bill's edits and your edits 
in the final document.

He asked me to share those changes with you.  

Thank you for your input and if you need to reach me, please 
call 418-7331.





_________________________

1 47 U.S.C.  310(d).

2 47 U.S.C.  154(i).

3 47 C.F.R.  0.111, 0.311.