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

In re Applicatio                   n of)
                                     )
ITT-Dow Jones Television             )
(Assignor)                           )
                                     )
and                                  ) File No. BALCT-970519IB
                                     )
Paxson Communications of             )
New York-31, Inc.                    )
(Assignee)                           )
                                     )
For Assignment of License of         )
Station WPXN-TV, New York, New York  )
                                     )


                      MEMORANDUM OPINION AND ORDER

   Adopted:  March 3, 1998                    Released:  March 4, 1998  

By the Chief, Mass Media Bureau:

 1.  The Commission, by the Chief, Mass Media Bureau, acting pursuant to delegated
authority, has before it for consideration the above-captioned application seeking consent to
assign the license of WPXN-TV, Channel 31 (Ind.), New York, New York from ITT-Dow Jones
Television to Paxson Communications of New York-31, Inc. (Paxson-New York), an indirect,
wholly-owned subsidiary of Paxson Communications Corporation (PCC).  PCC also controls
Paxson Philadelphia License, Inc., the licensee of WPPX(TV), Channel 61 (Ind.), Wilmington,
Delaware.  Because the Grade B contours of WPXN-TV, New York and WPPX(TV),
Wilmington overlap, Paxson-New York requests a permanent waiver of the Commission's
duopoly rule, Section 73.3555(b), to allow common ownership of the two stations.  In the
alternative, Paxson-New York seeks a conditional waiver of the duopoly rule, subject to the
outcome of the pending broadcast television ownership rulemaking concerning the duopoly and
other multiple ownership rules.  See Review of the Commission's Regulations Governing
Television Broadcasting, Second Further Notice of Proposed Rule Making,  11 FCC Rcd 21655
(1996) (Television Ownership Second Further Notice).  PCC additionally currently controls
Paxson New York License, Inc., the licensee of WIPX(TV), Channel 43 (Ind.), Bridgeport,
Connecticut, whose Grade B contour overlaps the Grade B contour of WPXN-TV.  To permit
common ownership of WIPX(TV), Bridgeport and WPXN-TV, New York, Paxson-New York
requests a temporary six-month waiver of the duopoly rule pending divestiture of WIPX(TV). 

 
Duopoly Rule Standard

 2.  The television duopoly rule, 47 C.F.R.  73.3555(b), generally prohibits the common
ownership of television stations whose Grade B contours overlap.  The objective of the duopoly
rule is to promote diversity in programming sources and viewpoints and to prevent an undue
concentration of economic power by fostering economic competition in broadcasting.  Multiple
Ownership Rules, 22 FCC 2d 306, 307 (1970), recon. granted in part, 28 FCC 2d 662 (1971). 
In adopting the duopoly rule's fixed standard of a prohibited overlap of Grade B service
contours, the Commission expressly acknowledged the need for "flexibility" in that rule's
application, noting that waivers should be granted where rigid conformance to the rule would
be "inappropriate."  Multiple Ownership of Standard, FM and Television Broadcast Stations, 45
FCC 1476, 1479 n.12, recon. granted in part, 3 RR 2d 1554 (1964).  The Commission has
accordingly developed a set of factors to be considered when evaluating an applicant's request
for waivers of the duopoly rule, including the extent of the overlap, the number of media voices
available in the overlap area, the distinctiveness of the respective markets, the independence of
the stations' operations, and the concentration of economic power resulting from the
combination.  Assessment of a temporary waiver request relies on the same factors considered
for a permanent waiver, but the factors may be accorded different weight and may be analyzed
differently due to the limited duration of the proposed combination.  After weighing these
various factors, the Commission considers whether the public interest benefits that would be
gained from waiving the duopoly rule outweigh any detrimental effects that would result from
the overlap.  As with any waiver, it will only be granted if the Commission concludes that the
waiver is in the public interest.

 3.  We are currently reexamining our broadcast television ownership policies, including
the duopoly rule.  In January 1995, the Commission proposed a new analytical framework within
which to evaluate our broadcast television ownership rules.  See Review of the Commission's
Regulations Governing Television Broadcasting, Further Notice of Proposed Rule Making, 10
FCC Rcd 3524 (1995) (Television Ownership Further Notice).  Subsequent to the release of that
Television Ownership Further Notice, Congress directed the Commission to conduct a
rulemaking proceeding to determine whether to retain, modify or eliminate existing limitations
on the number of television stations that an entity may control within the same television market. 
See Section 202(c) of Telecommunications Act of 1996, Pub. L. No. 104-104, 110 Stat. 56
(Feb. 8, 1996) (Telecomm Act).  In response to this Congressional directive in the Telecomm
Act and to update the record, the Commission released the Television Ownership Second Further
Notice.  In that Second Further Notice, the Commission tentatively concluded to authorize
common ownership of television stations that are in separate Designated Market Areas (DMAs)
and whose Grade A contours do not overlap.  11 FCC Rcd at 21681.

 4.  The Commission stated in the Television Ownership Second Further Notice that it
would be inclined, during the pendency of the television ownership proceeding, to grant
temporary duopoly waivers involving stations in different DMAs with no overlapping Grade A
signal contours, conditioned on coming into compliance with the outcome of the proceeding
within six months of its conclusion.  It also noted there its tentative conclusion in the Television
Ownership Second Further Notice that the record in that proceeding "supports relaxation of the
geographic scope of the duopoly rule from its current Grade B overlap standard to a standard
based on DMAs supplemented with a Grade A overlap criterion."  Id.  The Commission further
stated that "we do not believe granting waivers satisfying the proposed standard, and
conditioning them on the outcome of this proceeding, will adversely affect our competition and
diversity goals in the interim."  Id.  Additionally, the Commission gave the staff delegated
authority to act on applications seeking waivers consistent with this interim policy.  With regard
to waiver requests not falling in this category (i.e., those involving stations in the same DMA
or with overlapping Grade A signal contours), the Commission stated it would be disinclined to
grant them during the pendency of the television ownership proceeding absent extraordinary
circumstances.  Id.  


New York City/Wilmington Conditional Waiver

 5.  Waiver Showing.  Paxson-New York contends that the Commission should grant a
permanent waiver of the duopoly rule (or, in the alternative, a conditional waiver subject to the
outcome of the Television Ownership Second Further Notice), because common ownership of
WPXN-TV, Channel 31, New York and WPPX(TV), Channel 61, Wilmington will not
adversely affect diversity or competition in the "minimal" area of Grade B overlap between the
two stations.  The predicted Grade B overlap between WPXN-TV and WPPX(TV) encompasses
68.4 square kilometers, representing 0.3% and 0.36% of the land area within the WPXN-TV
and WPPX(TV) Grade B contours, respectively, and 130,005 persons, representing 0.76% and
2.2% of the populations within the Grade B contours of WPXN-TV and WPPX(TV),
respectively.  An application is, however, pending before the Commission to modify the
facilities of WPXN-TV.  See File No. BPCT-961205KF.  Taking this proposed modification
into account, the Grade B overlap between WPXN-TV and WPPX(TV) would encompass 306.3
square kilometers, representing 1.2% and 1.6% of the land area within the WPXN-TV and
WPPX(TV) Grade B contours, respectively, and 209,972 persons, representing 1.2% and 3.5%
of the populations within the Grade B contours of WPXN-TV and WPPX(TV), respectively. 
Paxson-New York asserts that this degree of overlap, while not de minimis, is safely within the
range of Grade B overlap allowed by the Commission in previous duopoly decisions.

 6.  Paxson-New York emphasizes that WPXN-TV and WPPX(TV) serve separate and
distinct markets.  WPXN-TV serves the New York City DMA, the nation's largest television
market, while WPPX(TV) serves the Philadelphia DMA, the fourth largest market.  The licensed
sites of the stations are approximately 157 kilometers apart.  Paxson-New York also notes that
the Commission has recognized the "unique" nature of the New York/Philadelphia duopoly, and
has consistently granted waivers so as to allow applicants to control stations in both of these
important markets, even where the degree of Grade B contour overlap was considerably larger
than in the instant case.

 7.  In addition, Paxson-New York identifies a large number of television stations and
other media available to residents of the WPXN/WPPX overlap area.  According to Paxson-New
York, 23 full service (16 commercial and seven noncommercial) television stations other than
WPXN-TV and WPPX(TV) provide Grade B or better service to all or a part of the overlap
area, and the entire overlap area receives a minimum of 20 other television signals.  The overlap
area also receives the signals of 43 radio stations (28 FM and 15 AM), and is served by several
cable television systems and daily and weekly newspapers.  Paxson-New York contends that this
number of television stations serving the overlap area is comparable to other cases involving the
New York and Philadelphia DMAs in which the Commission has approved permanent duopoly
waivers.

 8.  Finally, Paxson-New York asserts that WPXN-TV and WPPX(TV) will be operated
separately, with separate staffs and different general managers.  Due to the distance between the
two stations and their separate management, WPXN-TV and WPPX(TV) will not share sales
personnel or office space, or offer joint advertising rates.

 9.  Discussion.  Based on the Commission's ownership policy outlined in the Television
Ownership Second Further Notice and the specific showing made the applicants in this case, we
believe that grant of a conditional waiver of the duopoly rule, subject to the outcome of the
pending ownership proceeding, is justified.  The temporary common ownership of WPXN-TV
and WPPX(TV) would be consistent with the interim policy set forth in the Television Ownership
Second Further Notice, as the stations are in separate DMAs and there is no Grade A overlap. 
Moreover, our examination of the record presented here, including Paxson-New York's
showings as summarized at  5-8 above, reveals nothing suggesting that we should not follow
the established interim policy in this case.  Accordingly, we conclude that grant of a temporary
waiver, conditioned on the resolution of the pending broadcast television ownership rulemaking,
will serve the public interest, convenience and necessity.  Any request to extend this conditional
waiver should be filed at least 45 days prior to the end of the six-month period and will be
closely scrutinized.     


New York City/Bridgeport Temporary Waiver

 10.  Waiver Showing.  Because the Grade A contours of WPXN-TV, Channel 31, New
York, and WIPX(TV), Channel 43, Bridgeport, overlap and both stations are assigned to the
New York City DMA, Paxson-New York acknowledges that its temporary waiver request is not
consistent with the interim policy established in the Television Ownership Second Further Notice
and must therefore be evaluated under the "extraordinary circumstances" standard set forth in
that Notice.  Paxson-New York contends that extraordinary circumstances do warrant the grant
of its requested temporary waiver in this case.     

 11.  As an initial matter, Paxson-New York asserts that the degree of Grade A and Grade
B overlap between WPXN-TV and WIPX(TV) is less extensive than that present in recent cases
where the Commission has granted temporary waivers of the duopoly rule.  According to
Paxson-New York's engineering study, the predicted Grade A overlap between WPXN-TV and
WIPX(TV) encompasses 237 square kilometers, representing 2.4% and 5.3% of the land area
within the WPXN-TV and WIPX(TV) Grade A contours, respectively, and 127,826 persons,
representing 0.9% and 7.2% of the populations within the Grade A contours of WPXN-TV and
WIPX(TV), respectively.  The predicted Grade B overlap between WPXN-TV and WIPX(TV)
covers 2,545 square kilometers, representing 15.6% and 30% of the land area within the
WPXN-TV and WIPX(TV) Grade B contours, respectively, and 1,091,913 persons, representing
6.5% and 34.7% of the populations within the Grade B contours of WPXN-TV and WIPX(TV),
respectively.

 12.  Paxson-New York also identifies a large number of television stations and other
media serving the New York City DMA generally and the WPXN/WIPX overlap area
specifically.  According to Paxson-New York's submissions, twenty-two television stations are
licensed to communities within the New York City DMA.  Twenty-two television stations
provide a Grade B or better signal to all or a portion of both the Grade A and Grade B overlap
areas, and three additional stations provide Grade B or better service to the Grade B overlap area
only.  Paxson-New York asserts that this number of television stations serving the relevant
overlap area exceeds that in other cases involving Grade A overlap in which the Commission
has approved temporary duopoly waivers.  With regard to other media, Paxson-New York
notes that the New York City DMA is served by 107 cable systems owned by 30 separate
owners and that cable penetration in the DMA has risen to 69%.  Thirty-nine daily newspapers
and approximately 332 weekly newspapers are published in the New York City DMA. 
Moreover, within the New York television metro market alone, there are a total of 137 radio
stations.  According to Paxson-New York's engineering study, 34 AM stations and 50 FM
stations serve the WPXN/WIPX overlap area specifically.

 13.  In addition, Paxson-New York asserts that WPXN-TV and WIPX(TV) serve separate
markets, even though both stations are assigned to the New York City DMA.  While WPXN-TV
serves the New York City area, WIPX(TV) is licensed to Bridgeport, Connecticut, and its
transmitter is located in Seymour, Connecticut, which is located in the Hartford-New Haven
DMA.  As a result, Paxson-New York states that WIPX(TV) provides minimal coverage to the
New York City DMA, and has also been unable to obtain cable carriage in most communities
within the New York City market.  Indeed, Paxson-New York estimates that WIPX(TV) is
currently carried on cable systems serving only four of the 29 counties in the New York Area
of Dominant Influence (ADI), and the 25 counties in which WIPX(TV) is not carried contain
89% of the ADI's television households.  The two stations will moreover be operated
independently during the brief period of common ownership by Paxson entities.  WPXN-TV and
WIPX(TV) will, Paxson-New York states, have separate studios and offices, and WIPX(TV) will
maintain its current studio and office space in Bridgeport.  The stations will conduct their sales
operations independently and will air separate programming. 

 14.  For the reasons set forth in  12-13, Paxson-New York further contends that the
level of economic competition and diversity in the New York City DMA will remain high,
notwithstanding the temporary common ownership of WPXN-TV and WIPX(TV).  The
Commission has, according to Paxson-New York, granted temporary duopoly waivers in recent
cases involving smaller and less competitive markets than the New York market at issue here.

 15.  Finally, Paxson-New York states that grant of the temporary waiver will serve the
public interest by facilitating the launch of PAXNET, PCC's new family-oriented network that
is scheduled to launch in September 1998.  Following its acquisition by Paxson-New York,
WPXN-TV will be the new network's flagship station in the eastern United States.  Grant of a
temporary waiver allowing Paxson entities to control both WPXN-TV and WIPX(TV) for a brief
period will, Paxson-New York asserts, help ensure the successful start of a new network that
will contribute to program diversity and network competition in most major television markets. 
Paxson-New York contends that all of these factors, along with its firm commitment to divest
WIPX(TV) in six months, constitute extraordinary circumstances warranting grant of a
temporary duopoly waiver.

 16.  Discussion.  Following our review of the record in this case, we conclude that
Paxson-New York has demonstrated the requisite extraordinary circumstances justifying grant
of a temporary six-month waiver.  Although we stated in the Television Ownership Second
Further Notice that we would, during the pendency of the television ownership proceeding, be
disinclined to grant waivers inconsistent with our interim policy, we believe, based on the
totality of circumstances presented here, that a brief, fixed waiver of the television duopoly rule
is warranted.

 17.  As we have previously stated, the Commission is not constrained from granting a
temporary waiver where circumstances "will not significantly frustrate the policies underlying
the multiple ownership rules."  Telemundo Group, Inc., Debtor in Possession, 10 FCC Rcd
1104, 1106 (1994) (quoting Family Television Corp., 59 RR 2d 1344, 1348 (1986)).  Allowing
Paxson entities to commonly own WPXN-TV and WIPX(TV) for a brief period will not
undermine our goals of promoting diversity in programming and viewpoints and fostering
economic competition, given, as described above, the large number of broadcast and other media
voices serving New York, the top ranked DMA in the country.  In particular, we note that the
Commission has previously approved temporary duopoly waivers in cases involving a greater
degree of Grade A and Grade B contour overlap and smaller and less competitive markets, so
as to facilitate multiple station transactions.  We also note WIPX(TV)'s limited over-the-air and
cable coverage of the New York City DMA, and Paxson-New York's pledge to operate WPXN-
TV and WIPX(TV) independently during the brief period of common ownership by Paxson
entities.  Based on these factors, we conclude that diversity and competition in the New York
City DMA will not be adversely affected by a short period of common ownership of WPXN-TV
and WIPX(TV).

 18.  Moreover, as in the case of multiple-station transactions where we have granted
temporary waivers for duopolies not consistent with our interim policy, we believe that grant
of the waiver requested here will "promote commerce [and] encourage investment in the
broadcast industry."  Stockholders of CBS Inc., 11 FCC Rcd at 3755.  The record reflects PCC's
plans to launch later this year a new television network, which should enhance program diversity
and growth and competition in the broadcast industry.  We recognize the important role that
owning a station in New York City may play in the success of such an emerging network, and
we believe that grant of the requested temporary waiver is appropriate to facilitate PCC's
acquisition of a New York City station and its launch of the seventh broadcast network in this
country.

 19.  Finally, Paxson-New York expressed its "firm commitment to divest WIPX(TV) in
six months" in its waiver request.  See February 9, 1998 Supplement to Assignment of License
Application at 14.  Moreover, we note that, under the terms of the Asset Purchase Agreement
between the parties to the WPXN-TV transaction, PCC is obligated to "dispose of the Bridgeport
Station [i.e., WIPX(TV)] prior to consummation of the transactions contemplated hereby if
necessary in order to obtain the FCC Consent."  See Section 5.01 of May 12, 1997 Asset
Purchase Agreement.  Given Paxson-New York's express commitment in its application, and
PCC's contractual obligation to dispose of WIPX(TV) if necessary to obtain Commission consent
to the WPXN-TV assignment, we are assured of Paxson-New York's and PCC's intention to
divest WIPX(TV) as expeditiously as possible.

 20.  Because we believe that grant of the requested waiver will, for the reasons set forth
above, serve the public interest, convenience and necessity, we will grant Paxson-New York a
six-month waiver of the television duopoly rule to permit temporary common ownership of
WPXN-TV and WIPX(TV).  Any request to extend this temporary waiver should be filed at
least 45 days prior to the end of the six-month period and will be closely scrutinized.           
      


Conclusion 
                                     
 21.   In view of the foregoing, and having determined that the applicants are qualified
in all respects, we find that a grant of the application to assign the license of WPXN-TV from
ITT-Dow Jones Television to Paxson-New York will serve the public interest, convenience and
necessity.

 22.  Accordingly, IT IS ORDERED, That the petition to deny filed by Crown
Communications Incorporated IS DISMISSED as moot.  

 23.  IT IS FURTHER ORDERED, That the request of Paxson Communications of New
York-31, Inc. for a permanent waiver of the duopoly rule, Section 73.3555(b) of the
Commission's rules, to permit common ownership of WPXN-TV and WPPX(TV), IS DENIED.

 24.  IT IS FURTHER ORDERED, That the request of Paxson Communications of New
York-31, Inc. for a conditional waiver of the duopoly rule, Section 73.3555(b) of the
Commission's rules, to permit common ownership of WPXN-TV and WPPX(TV), IS
GRANTED, subject to the outcome of the Commission's pending broadcast television ownership
rulemaking (MM Docket Nos. 91-221 and 87-8).  Should divestiture be required as a result of
that proceeding, the licensee is directed to file, within six months from the release of the final
order in MM Docket Nos. 91-221 and 87-8,  an application for Commission consent to dispose
of such station as would be necessary for Paxson Communications Corporation to come into
compliance with the rules as provided in the final order.

 25.  IT IS FURTHER ORDERED, That the request for temporary waiver of the duopoly
rule, Section 73.3555(b), to permit common ownership of WPXN-TV and WIPX(TV), IS
GRANTED, provided that within six months of the consummation of the assignment of WPXN-
TV to Paxson Communications of New York-31, Inc., Paxson Communications Corporation
must file applications with the Commission arranging for the disposition of WIPX(TV), or
otherwise coming into compliance with the broadcast multiple ownership rules.     

 26.  IT IS FURTHER ORDERED, That the application for the assignment of the license
of station WPXN-TV, New York, New York, BALCT-970519IB, from ITT Dow Jones
Television to Paxson Communications of New York-31, Inc., IS GRANTED, 


      FEDERAL COMMUNICATIONS COMMISSION



      Roy J. Stewart
      Chief, Mass Media Bureau