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

In the Matter of                 )
                                )
INTERNATIONAL FAMILY             )    NAL/Acct. No. 200532080001
ENTERTAINMENT, INC.              )    FRN No. 0010343986
                                )
OCEANIC-TIME WARNER CABLE OF     )    File No. EB-03-IH-0745
HAWAII                           )
                                )
Operator of a Cable Television   )
System in Oahu, Hawaii           )
                                )
CHARTER COMMUNICATIONS, INC.     )    File No. EB-04-IH-0232
                                )
Operator of a Cable Television   )
System in Spring, Texas          )

                              ORDER

Adopted:  October 20, 2004                        Released:  
October 21, 2004

By the Chief, Enforcement Bureau:

     1.   The Enforcement Bureau has been investigating whether 
Oceanic-Time Warner Cable of Hawaii (``Oceanic''), operator of a 
cable television system in Oahu, Hawaii, and Charter 
Communications, Inc. (``Charter''), operator of a cable 
television system in Spring, Texas, aired commercial matter 
during children's programming, in willful and/or repeated 
violation of Section 76.225 of the Commission's rules.1  The 
children's programming in question was provided to Oceanic and 
Charter, as well as to other cable operators and DBS providers 
nationwide, over the ABC Family Channel by International Family 
Entertainment, Inc., a wholly-owned subsidiary of ABC Family 
Worldwide, Inc.
 
     2.   The Bureau and the above-captioned parties have 
negotiated the terms of a Consent Decree, a copy of which is 
attached hereto and incorporated by reference.  After reviewing 
the terms of the Consent Decree, we find that the public interest 
would be served by approving the Consent Decree and terminating 
the captioned investigations involving Oceanic and Charter. 

     3    Accordingly, IT IS ORDERED, pursuant to Section 4(i) of 
the Communications Act of 1934, as amended,2 that the attached 
Consent Decree IS ADOPTED.


     4.   IT IS FURTHER ORDERED that the above-captioned 
investigations ARE TERMINATED.

                         FEDERAL COMMUNICATIONS COMMISSION



                         David H. Solomon
                         Chief, Enforcement Bureau
                         CONSENT DECREE

     1.   The Enforcement Bureau of the Federal Communications 
Commission, International Family Entertainment, Inc., Oceanic-
Time Warner Cable of Hawaii, and Charter Communications, Inc. 
hereby enter into this Consent Decree for the purpose of 
resolving and terminating certain investigations currently being 
conducted by the Commission relating to possible violations of 
the Children's Programming Commercial Limits by Oceanic-Time 
Warner Cable of Hawaii and Charter Communications, Inc., and 
potential future investigations regarding similar possible 
violations by other Operators which also air ABC Family Channel.

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

          1)a.      ``ABC Family Channel'' means the cable and 
               satellite television network currently known as 
               ``ABC Family'' and/or ``ABC Family Channel.''
          1)b.      ``Act'' means the Communications Act of 1934, 
               as amended, 47 U.S.C.  151 et seq.
          1)c.      ``Adopting Order'' means an order of the 
               Bureau adopting this Consent Decree, without any 
               modifications adverse to IFE, Oceanic, Charter or 
               other Operators.
          1)d.      ``Air'' means to send electronically any 
               visual images and/or audible sounds to subscribers 
               of a cable or direct broadcast satellite (``DBS'') 
               service system.
          1)e.      ``Any'' shall be construed to include the 
               word ``all,'' and the word ``all'' shall be 
               construed to include the word ``any.''  
               Additionally, the word ``or'' shall be construed 
               to include the word ``and,'' and the word ``and'' 
               shall be construed to include the word ``or.''  
               The word ``each'' shall be construed to include 
               the word ``every,'' and the word ``every'' shall 
               be construed to include the word ``each.''
          1)f.      ``Audit Period'' means the period from July 
               1, 2003, through July 12, 2004.
          1)g.      ``Bureau'' means the FCC's Enforcement 
               Bureau.
          1)h.      ``Cable Operator'' has the definition 
               contained in 47 U.S.C.  522(5).
          1)i.      ``Charter'' means Charter Communications, 
               Inc., a Cable Operator in Spring, Texas.
          1)j.      ``Children's Programming Commercial Limits'' 
               means the requirements contained in 47 U.S.C.  
               303a and 47 C.F.R.  25.701(e) and 76.225.
          1)k.      ``Commercial Matter'' and ``Children's 
               Programming'' have the respective definitions 
               contained in 47 C.F.R.  25.701(e) and 76.225.
          1)l.      ``Commission'' or ``FCC'' means the Federal 
               Communications Commission.
          1)m.      ``Effective Date'' means the date on which 
               the Bureau releases the Adopting Order.
          1)n.      ``Final Order'' means that, with respect to 
               the Adopting Order: (1) no request for stay or 
               similar request is pending, no stay is in effect, 
               the Adopting Order has not been vacated, reversed, 
               set aside, annulled or suspended, and any deadline 
               for filing such request that may be designated by 
               statute or regulation has passed; (2) no timely 
               petition for rehearing or reconsideration of the 
               Adopting Order, or protest of any kind, is pending 
               before the FCC and the time for filing any such 
               petition or protest is passed; (3) the FCC does 
               not have the Adopting Order under reconsideration 
               or review on its own motion and the time for such 
               reconsideration or review has passed; and (4) the 
               Adopting Order is not then under judicial review, 
               there is no notice of appeal or other application 
               for judicial review pending, and the deadline for 
               filing such notice of appeal or other application 
               for judicial review has passed. 
          1)o.      ``IFE'' means International Family 
               Entertainment, Inc., the contracting entity for 
               ABC Family Channel and a wholly-owned subsidiary 
               of ABC Family Worldwide, Inc.
          1)p.      ``Inquiries'' means the Bureau's 
               investigations of alleged violations of the 
               Children's Programming Commercial Limits by 
               Oceanic and Charter that resulted in letters of 
               inquiry being sent by the Bureau to Oceanic and 
               Charter on June 16 and June 21, 2004, 
               respectively.
          1)q.      ``Oceanic'' means Oceanic-Time Warner Cable 
               of Hawaii, a Cable Operator in Oahu, Hawaii.
          1)r.      ``Operator'' means a provider of DBS service, 
               as that term is defined in 47 U.S.C. 
               335(b)(5)(A), or a Cable Operator. 
          1)s.      ``Parties'' means the Bureau, IFE, Oceanic, 
               and Charter collectively, and ``Party'' refers to 
               the Bureau, IFE, Oceanic, and Charter, 
               individually. 

I.   BACKGROUND

     3.   During the fourth calendar quarter of 2003, the 
Commission's field offices conducted routine audits of certain 
Cable Operators and television broadcast licensees of the 
compliance by such entities with, respectively, the Children's 
Programming Commercial Limits and the similar broadcast limits 
found in 47 C.F.R.  73.670.  Those audits identified, among 
other things, potential violations of the Children's Programming 
Commercial Limits by Oceanic and Charter regarding programming on 
ABC Family aired on November 3 and 8, 2003, respectively.  On 
June 16, 2004, the Bureau sent a letter of inquiry to Oceanic 
directing Oceanic to provide information regarding the potential 
violation on November 3, 2003.  On June 21, 2004, the Bureau sent 
a letter of inquiry to Charter directing Charter to provide 
information regarding the potential violation on November 8, 
2003.

     4.   During the course of their preparation of their 
respective responses to these Bureau letters of inquiry, Oceanic 
and Charter requested IFE to provide certain information, which 
resulted in IFE's discovery that, in the ABC Family Channel 
programming on the dates in question, commercials had aired for 
products associated with such programs.  Accordingly, on its own 
volition, IFE conducted extensive internal and external audits of 
Commercial Matter that aired during Children's Programming on ABC 
Family Channel during the Audit Period.  IFE determined that its 
audits revealed that, during the more than one year-long period 
of time comprising the Audit Period, there were 31 half-hour 
episodes in which commercials for  products associated with such 
programs were inadvertently aired.  According to IFE, its audits 
revealed that such commercials were inserted into such programs 
due primarily to problems with its computer system transition and 
design and human error.  IFE has further determined that its 
audits revealed that the commercials in such half-hour programs 
had not been sold with the understanding that they would air in 
such related programs and that, even though the commercials aired 
in related programs due to the errors noted above, IFE did not 
benefit economically from such placements.  According to IFE, its 
audits revealed that this programming was aired as part of a 
single national programming channel by Oceanic and Charter on 
their respective cable systems in Oahu, Hawaii, and Spring, 
Texas, and by other Operators, including Oceanic and Charter and 
their affiliates, that aired ABC Family, collectively serving 
more than approximately 86,900,000 households across the country.  
IFE has voluntarily and timely reported the results of its audits 
to the Bureau.


     5.   The Parties acknowledge that a consent decree to 
address the results of IFE's audits is in the public interest.  
The Parties agree that any forfeiture proceeding that might 
result from a formal Bureau investigation into Oceanic, Charter, 
or any other Operators' compliance with the Children's 
Programming Commercial Limits during Children's Programming aired 
on ABC Family Channel will be time-consuming and will require 
substantial expenditure of public and private resources.  In 
order to conserve such resources, to resolve the Inquiries, and 
to promote compliance with the Children's Programming Commercial 
Limits, the Parties are entering into this Consent Decree, in 
consideration of the mutual commitments made herein.

II.  AGREEMENT

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

     7.   The Parties agree that this Consent Decree shall become 
effective on the date on which the Bureau releases the Adopting 
Order and shall remain in effect for two (2) years after the 
Effective Date.  Upon release, the Adopting Order and this 
Consent Decree shall have the same force and effect as any other 
orders of the Bureau and any violation of the terms of this 
Consent Decree shall constitute a violation of a Commission 
order, entitling the Commission or the Bureau pursuant to 
delegated authority, to exercise any rights and remedies 
attendant to the enforcement of a Commission order.

     8.   IFE, Oceanic, and Charter each acknowledges that the 
Commission has jurisdiction to enforce the Children's Programming 
Commercial Limits against Operator carriage of  network 
programming.  Nothing herein constitutes a waiver of any legal 
rights to challenge, outside of the context of this proceeding, 
the underlying validity of the Children's Programming Commercial 
Limits, including whether the rules are consistent with the 
Children's Television Act.

     9.   As part of the Adopting Order, the Bureau shall 
terminate the Inquiries.  From and after the Effective Date, in 
the absence of the discovery of material new information not 
previously disclosed to the Bureau by IFE, the Bureau shall not, 
either on its own motion or in response to any petition, third-
party objection, complaint, or other information, initiate any 
inquiries, investigations, forfeiture proceedings, hearings, or 
other actions, formal or informal, against IFE, Oceanic, Charter, 
or any other Operator for alleged violations of the Children's 
Programming Commercial Limits with respect to Commercial Matter 
that aired during Children's Programming on ABC Family Channel 
prior to the Effective Date.  The Bureau shall not use the 
underlying facts or conduct relating to any of the foregoing for 
any purpose relating to IFE, Oceanic, Charter, or any other 
Operator that carried ABC Family prior to the Effective Date, and 
shall treat all such matters as null and void for all purposes.

     10.  IFE represents that it has adopted, is currently in the 
process of implementing, and agrees to abide by a compliance plan 
(the ``Compliance Plan'') for the purpose of preventing the 
airing of Commercial Matter violative of the Children's 
Programming Commercial Limits.  A summary of that plan is set 
forth in the Attachment hereto.  IFE agrees, to the extent it has 
not already done so, to implement this Compliance Plan no later 
than thirty (30) days after the Effective Date and to keep such 
Compliance Plan in effect, where applicable, for two (2) years 
after the Effective Date.  With the exception of Paragraphs 4 and 
5 of the Compliance Plan, which IFE may not change without the 
Bureau's prior written consent, IFE reserves the right to revise 
the Plan from time to time, provided that the Bureau shall be 
given not less than thirty (30) days advance written notice of 
any material revisions to the plan.  

     11.  The Parties agree that retaining the audit results in 
cable systems' public inspection files is consistent with the 
Commission's rules.  Accordingly, Oceanic and  Charter agree to 
timely place and retain for at least one year the audit results 
made available by IFE pursuant to the Compliance Plan in the 
public inspection files maintained by their cable systems, 
including any cable systems operated by any of their parent, 
affiliated or subsidiary companies, in a manner otherwise in 
accordance with 47 C.F.R. 76.1703.

     12.  Within five (5) business days after the Adopting Order 
becomes a Final Order, without any modifications to this Consent 
Decree adverse to IFE, Oceanic, Charter or any other Operator 
that carried ABC Family prior to the Effective Date, IFE shall 
make a voluntary contribution to the United States Treasury in 
the amount of Five Hundred Thousand Dollars ($500,000).  The 
payment must be made by check or similar instrument, payable to 
the order of the Federal Communications Commission. The payment 
must include the Acct. No. and FRN No. referenced above. Payment 
by check or money order may be mailed to Forfeiture Collection 
Section, Finance Branch, Federal Communications Commission, P.O. 
Box 73482, Chicago, Illinois  60673-7482. Payment by overnight 
mail may be sent to Bank One/LB 73482, 525 West Monroe, 8th Floor 
Mailroom, Chicago, lllinois 60661. Payment by wire transfer may 
be made to ABA Number 071000013, receiving bank Bank One, and 
account number 1165259.  With the exception, pursuant to 
Paragraph 9 hereof, of any action taken as the result of the 
Bureau's discovery of material new information not previously 
disclosed to it, the Bureau agrees not to seek any further 
voluntary or involuntary contributions or payments from IFE, 
Oceanic, Charter, or any other Operator to the United States 
Treasury for alleged violations of the Children's Programming 
Commercial Limits with respect to Commercial Matter that aired 
during Children's Programming on ABC Family Channel prior to the 
Effective Date. 

     13.  IFE, Oceanic and Charter each waives any and all rights 
it may have, individually or together, 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 no modifications are made to the Consent 
Decree adverse to IFE, Oceanic, Charter or any other Operator 
that carried ABC Family Channel prior to the Effective Date.  If 
the Bureau, the Commission, or the United States acting on its 
behalf, brings a judicial action to enforce the terms of the 
Adopting Order or this Consent Decree, or both, IFE, Oceanic or 
Charter will not contest the validity of this Consent Decree or 
of the Adopting Order.  If IFE, Oceanic or Charter brings a 
judicial action to enforce the terms of the Adopting Order or 
this Consent Decree, or both, neither the Bureau, the Commission 
nor the United States will contest the validity of this Consent 
Decree or of the Adopting Order.  IFE, Oceanic and Charter retain 
the right to challenge the Bureau or the Commission's 
interpretation of this Consent Decree or interpretation of any 
terms contained therein.  Any collection action by the Commission 
or any other governmental entity to obtain the payment of the 
voluntary contribution to the United States Treasury provided for 
in Paragraph 12 of this Consent Decree shall be maintained solely 
against IFE.  Nothing herein shall restrict IFE, Oceanic or 
Charter from challenging on any basis, any future enforcement 
action relating to the Children's Programming Commercial Limits, 
other than actions to enforce the Adopting Order or this Consent 
Decree.

     14.  The Parties agree that this Consent Decree and IFE's 
voluntary contribution are for settlement purposes only and do 
not constitute, including for the purpose of completing any 
existing Commission form or otherwise, an admission, denial, 
adverse finding, adverse final action, adverse adjudication on 
the merits or waiver of rights except as otherwise expressly set 
forth herein, including without limitation the rights reserved in 
Paragraph 8 hereof, or a factual or legal determination regarding 
any compliance or noncompliance by IFE, Oceanic, Charter or any 
other Operator that carried ABC Family Channel prior to the 
Effective Date, with the Children's Programming Commercial 
Limits.

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

     16.  IFE, Oceanic and Charter each hereby agrees to waive 
any claims they 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 addressed in this Consent Decree.

     17.  Each Party represents and warrants to the other that it 
has full power and authority to enter into this Consent Decree.

     18.  This Consent Decree may be executed in counterparts.







              (This area intentionally left blank)
          FEDERAL COMMUNICATIONS COMMISSION

          ENFORCEMENT BUREAU


          By:   _________________________________________   
               David H. Solomon, Chief
               Date:  ________________________________



          INTERNATIONAL FAMILY ENTERTAINMENT, INC.


          By:  _______________________________________
               Jewell Engstrom, Vice President 
               Date:                              



          OCEANIC-TIME WARNER CABLE OF HAWAII


          By:  _______________________________________
               Nate Smith, President
               Date:                              



          CHARTER COMMUNICATIONS, INC.


          By:  _______________________________________
               Thomas J. Hearity, Senior Vice President and 
Associate                               General Counsel
               Date:                              

                           ATTACHMENT

                       COMPLIANCE PLAN OF 
            INTERNATIONAL FAMILY ENTERTAINMENT, INC.

     IFE has adopted, and is implementing, a Compliance Plan for 
the purpose of preventing the airing of Commercial Matter that is 
violative of the Children's Programming Commercial Limits.  This 
Compliance Plan consists of the following five components:

    1.   IFE will conduct formal training on the Children's 
         Programming Commercial Limits for all ABC Family 
         Channel employees in the traffic department who 
         materially participate in scheduling commercials during 
         Children's Programming.  Such training will be provided 
         to all such employees no later than thirty (30) days 
         after the Effective Date of this Consent Decree, and on 
         an annual basis thereafter while this Compliance Plan 
         remains in effect. Training also will be provided to 
         all such new employees promptly after they commence 
         their duties.  Such training shall include instruction 
         relating to not only the fixed time limits on 
         Commercial Matter during Children's Programming, but 
         also to program-length commercial issues arising from 
         tie-ins between program content and characters, and 
         host-selling.

    2.   IFE will assign responsibilities for ensuring 
         compliance with the Children's Programming Commercial 
         Limits to additional personnel.  Before Children's 
         Programming airs on ABC Family Channel, standards and 
         practices personnel will review the scheduling of each 
         commercial within each children's program to ensure 
         compliance with the Children's Programming Commercial 
         Limits.  In addition, the office of ABC Family 
         Channel's Executive Director of Traffic Services will 
         be responsible for regularly reviewing the daily 
         Children's Programming schedule, including a listing of 
         all commercials scheduled during such programming.  
         Finally, ABC Family Channel personnel responsible for 
         scheduling commercials during Children's Programming 
         aired  on ABC Family Channel will be required to 
         initial a task list each day confirming that they have 
         performed quality control checks intended to ensure 
         compliance with the Children's Programming Commercial 
         Limits.

    3.   IFE has made modifications to the computer system it 
         uses to schedule Commercial Matter designed to minimize 
         the potential for human error in the commercial 
         scheduling process and to ensure compliance with the 
         Children's Programming Commercial Limits.  In the 
         future, as it deems appropriate, IFE will seek to make 
         further improvements to the computer system, including 
         upgrades to the existing system or the possible 
         migration to a new computer system.

    4.   For two years after the Effective Date, IFE will 
         conduct random audits, at least once every six (6) 
         months, of Commercial Matter that airs during 
         Children's Programming.  Each audit will consist of 
         reviewing, in the official program logs of ABC Family 
         Channel, all Commercial Matter that aired during 
         Children's Programming on ABC Family Channel during a 
         randomly selected three-week period during the 
         preceding six (6) months.  Within thirty (30) days of 
         the completion of each such audit, IFE will report in 
         writing to the Bureau the results of the audit, 
         including any violations of the Children's Programming 
         Commercial Limits discovered during the audited period 
         and the remedial steps taken to ensure future 
         compliance with the Children's Programming Commercial 
         Limits.  The results of such audits will be made 
         available within thirty (30) days of their completion 
         to all Operators that air ABC Family Channel, on an 
         Internet web site maintained for and accessible to 
         Cable Operators affiliated with ABC Family Channel.  
         IFE will, within thirty (30) days of the Effective Date 
         of this Consent Decree, notify all Operators that air 
         the ABC Family Channel, via e-mail if available, of the 
         address and existence of such an Internet web site, 
         that it is maintained for and is accessible to 
         Operators affiliated with ABC Family Channel and that 
         the results of each audit will be made available on 
         such web site.  IFE will also deliver hard copies of 
         such audit results via first-class U.S. mail to Oceanic 
         at the following address:  Oceanic-Time Warner Cable of 
         Hawaii, c/o Time Warner Cable, 290 Harbor Drive, 
         Stamford, Connecticut 06904, Attn: Lorraine Aglora, Law 
         Department; and to Charter at the following address:  
         Charter Communications, Vice President Programming, 
         6399 S. Fiddler's Green Circle, 6th Floor, Greenwood 
         Village, Colorado 80111.

    5.   For the two-year period that this Compliance Plan 
         remains in effect, in the event that IFE's audits 
         reveal that the amount of Commercial Matter that aired 
         during an ABC Family Channel program exceeded the 
         Children's Programming Commercial Limits, for each such 
         instance, IFE will reduce the amount of Commercial 
         Matter to be aired during a single subsequent airing of 
         the same or similar ABC Family Channel program during 
         the same or a comparable time period in an amount equal 
         to the amount of time of such excess Commercial Matter.  
         Such subsequent airing will occur within sixty (60) 
         days of submission of the audit results to the Bureau 
         reporting the discovery of such excess Commercial 
         Matter.   For the two-year period that this Compliance 
         Plan remains in effect, in the event IFE's audits 
         reveal the airing of an ABC Family Channel program 
         associated with a product in which a commercial for 
         that product had aired during such program, for each 
         such instance, IFE will subsequently air the same or 
         similar ABC Family Channel program during the same or a 
         comparable time period without any Commercial Matter.  
         Such subsequent airing will occur within sixty (60) 
         days of submission of the audit results to the Bureau 
         reporting the discovery of the airing of the ABC Family 
         Channel program associated with a product in which a 
         commercial for that product had aired.  In the event of 
         the reduction or elimination of Commercial Matter from 
         its programming pursuant to this Paragraph 5, IFE will 
         not authorize any Operator to insert Commercial Matter 
         in excess of that allowed pursuant to the agreement 
         between such Operator and IFE and the Children's 
         Programming Commercial Limits, had such reduction or 
         elimination not been made.


_________________________

1 47 C.F.R.  76.225
2 47 U.S.C.  154(i).