********************************************************    
                         NOTICE
********************************************************

This document was converted from
WordPerfect to ASCII Text format.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page numbers
will not show up in this text version.

All text attributes such as bold, italic, underlining, etc. from the
original document will not show up in this text version.

Features of the original document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
WordPerfect version or Adobe Acrobat version, if available.

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

In re Applications of             )
                                  )
COMBINED COMMUNICATIONS           )
CORPORATION OF OKLAHOMA, INC.     )
(Assignor)                        )
                                  )
and                               )
                                  )
WZZM ARGYLE TELEVISION, INC.      )
(Assignee)                        )
                                  )
For Consent to the Assignment of    )
License of Station KOCO-TV,       )          File No. BALCT-961125IB
Oklahoma City, Oklahoma           )
                                    )
and                                 )
                                    )                            
WGRZ ARGYLE TELEVISION, INC.        )
(Assignor)                               )
                                    )
and                                 )
                                    )
MULTIMEDIA ENTERTAINMENT, INC.      )
(Assignee)                               )
                                    )
For Consent to the Assignment of              )
License of Station WGRZ-TV,              )        File No. BALCT-961125IC
Buffalo, New York                        )
                                    )
and                                 )
                                    )
MULTIMEDIA ENTERTAINMENT, INC.      )
(Assignor)                               )
                                    )
and                                 )
                                    )
WZZM ARGYLE TELEVISION, INC.        )
(Assignee)                               )
                                    )
For Consent to the Assignment of              )   
License of Station WLWT(TV),             )        File No. BALCT-961125ID
Cincinnati, Ohio                         )
and                                 )
                                    )
WZZM ARGYLE TELEVISION, INC.        )   
(Assignor)                               )
                                    )
and                                 )
                                    )
COMBINED COMMUNICATIONS        )
CORPORATION OF OKLAHOMA, INC.       )
(Assignee)                               )   
                                    )
For Consent to the Assignment of              )                                   
License of Station WZZM-TV,              )        File No. BALCT-961125IE
Grand Rapids, Michigan                   )
                                    

                  MEMORANDUM OPINION AND ORDER

   Adopted:  January 27, 1997           Released:  January 27, 1997  


By the Chief, Video Services Division:

     1.  The Commission, by the Chief, Video Services Division, acting pursuant to delegated
authority, has before it for consideration the unopposed applications to assign, according to the terms
of a November 20, 1996 Asset Exchange Agreement (Agreement) between various subsidiaries of
Gannett Co., Inc. (Gannett) and Argyle Television, Inc. (Argyle), the licenses of WGRZ-TV,
Channel 2 (NBC), Buffalo, New York; WLWT(TV), Channel 5 (NBC), Cincinnati, Ohio; WZZM-
TV, Channel 13 (ABC), Grand Rapids, Michigan; and KOCO-TV, Channel 5 (ABC), Oklahoma
City, Oklahoma.  Pursuant to the Agreement, at the same time as Argyle station WGRZ-TV,
Buffalo is to be assigned to Gannett subsidiary Multimedia, Gannett station WLWT(TV), Cincinnati
is to be assigned to Argyle subsidiary WZZM Argyle; in addition, Argyle station WZZM-TV, Grand
Rapids is to be assigned to Gannett subsidiary Combined, and Gannett station KOCO-TV, Oklahoma
City is to be assigned to WZZM Argyle.  The filing of these assignment applications satisfies the
conditions imposed by the Commission, in connection with the previous transfer of control of
Multimedia, Inc. to Gannett, to arrange for divestiture of certain media properties in Cincinnati and
Oklahoma City before December 4, 1996.  See Multimedia, Inc., 11 FCC Rcd 4883 (1995). 

     2.  Currently, Gannett indirectly controls the licensees of 15 television stations and 11 radio
stations, and publishes 92 daily newspapers, including the Niagara Gazette, a daily newspaper
published in Niagara Falls, New York.  Because the entire city of Niagara Falls lies within the
predicted Grade A contour of WGRZ-TV, Buffalo, which Multimedia, a Gannett subsidiary, seeks
to acquire from Argyle, Multimedia requests a temporary six-month waiver of the newspaper cross-
ownership rule, 47 C.F.R.  73.3555(d), to permit common ownership of the Niagara Gazette and
WGRZ-TV pending Gannett's disposition of the newspaper.

     3.  Newspaper Cross-Ownership Waiver Request.  Multimedia contends that grant of the
requested waiver would be fully consistent with past Commission precedent and would advance the
public interest.  As an initial matter, Multimedia points out that the city of Niagara Falls is located
in Niagara County, approximately ten miles from Buffalo, WGRZ-TV's city of license, in Erie
County, and is only marginally within the station's predicted Grade A contour.  The Niagara Gazettehas a circulation of 25,625 on weekdays and 26,768 on Sundays in Niagara County, and a circulation
of only 613 on weekdays and 665 on Sundays in Erie County. 
       
     4.  Multimedia also asserts that numerous media voices are available to residents of Niagara
Falls, including 23 radio stations and five commercial and two non-commercial television stations. 
Cable penetration in the Buffalo Designated Market Area (DMA), which includes Niagara Falls, is
high (72%).  Although the Niagara Gazette is the only daily newspaper published in Niagara Falls,
The Buffalo News has a circulation in Niagara County of 21,771 on weekdays and 37,712 on
Sundays -- a circulation substantially equivalent to the circulation of the Niagara Gazette in the
county.  Multimedia contends that the availability of these other media voices in Niagara Falls and
Niagara County removes any concern about undue economic concentration resulting from Gannett's
temporary, common ownership of the Niagara Gazette and WGRZ-TV.  

     5.  In addition, Multimedia explains that the newspaper and broadcast divisions of Gannett
are operated separately, with local editorial autonomy.  Each outlet has its own local management,
sales and editorial/programming staff.  Under these circumstances, Multimedia argues that temporary
common ownership of the Niagara Gazette and WGRZ-TV would have no actual impact on
diversity in the Niagara Falls market.

     6.  Multimedia further states that grant of the requested waiver will permit Gannett to divest
the Niagara Gazette in an orderly fashion.  The waiver will allow Gannett to avoid a distress sale
and have the opportunity to market the newspaper to a diverse range of prospective buyers, thereby
benefitting the public to be served by the new owners of the newspaper.

     7.  Discussion.  The Commission's multiple ownership rules prohibit the grant of a license
for a television station to any party if such party owns a daily newspaper and the grant of the license
will result in the Grade A contour of the station encompassing the entire community in which such
newspaper is published.  47 C.F.R.  73.3555(d)(3); Multiple Ownership of Standard, FM, and
Television Broadcast Stations, Second Report and Order, 50 FCC 2d 1046 (1975) (Second Report
and Order), recon., 53 FCC 2d 589 (1975), aff'd sub nom. FCC v. National Citizens Comm. for
Broadcasting, 436 U.S. 775 (1978).  Because the predicted Grade A contour of WGRZ-TV, Buffalo
entirely encompasses Niagara Falls, the community in which the Niagara Gazette is published, a
waiver of the daily newspaper/broadcast cross-ownership rule is necessary to allow Gannett to own
these co-located media.

     8.  In the Order adopting the daily newspaper cross-ownership rule, the Commission
specified four instances in which it would consider permanent and temporary waivers of the cross-
ownership rule:  (1) where there is an inability to dispose of an interest in order to conform to the
rules; (2) where the only sale possible is at an artificially depressed price; (3) where separate
ownership and operation of the newspaper and station cannot be supported in the locality; and (4)
where, for whatever reason, the purposes of the rule would be disserved by divestiture.  Second
Report and Order, 50 FCC 2d at 1085.  Under the fourth or "catch-all" waiver category, the
Commission stated that it would examine any "special circumstances" advanced by the party as
having a bearing on the appropriateness of granting a waiver.  Id. at 1085 n. 47.  We examine
Multimedia's temporary waiver request under the fourth or "catch-all" category.

     9.  Based on Multimedia's representations set forth above, we find that grant of the requested
six-month temporary waiver of Section 73.3555(d)(3) is consistent with the public interest and
Commission precedent.  See, e.g., WHOA-TV, Inc., FCC 96-458 (released Dec. 10, 1996); Twentieth
Holdings Corporation, 1 FCC Rcd 1201 (1986).  In light of the limited duration of the waiver period
and the "special circumstances" identified by Multimedia, we conclude that any adverse impact on
diversity and economic competition in the Niagara Falls area from the proposed common ownership
of the Niagara Gazette and WGRZ-TV would be minor and is outweighed by competing public
interest benefits, including the facilitation of Gannett's divestiture of media properties in the
Cincinnati and Oklahoma City markets.  See supra  1.  As discussed above, the Niagara Gazetteand WGRZ-TV are located in different cities, which are part of the Buffalo DMA, the 39th largest
in the United States.  In addition, Niagara Falls and the surrounding area are served by numerous
broadcast stations, cable television and another competing newspaper.  Furthermore, the Niagara
Gazette and WGRZ-TV will be operated independently, with separate management, sales and
editorial/programming staff.  Requiring an immediate sale of the Niagara Gazette could also
adversely affect the value of the newspaper and artificially limit the range of potential buyers.  See
Twentieth Holdings Corporation supra;  Stauffer Communications, Inc., 10 FCC Rcd 5165, 5166
(1995).  Finally, we have approved other temporary waivers of the newspaper/television cross-
ownership rule in cases involving comparably-sized DMAs where the applicant has made similar
showings.  See, e.g., WHOA-TV, Inc., FCC 96-458 at  16, 18.

     10.  We have reviewed the above-captioned applications and find the applicants to be fully
qualified.  We also find that grant of the applications to assign the licenses of WGRZ-TV,
WLWT(TV), WZZM-TV and KOCO-TV will serve the public interest, convenience and necessity.

     11.  Accordingly, IT IS ORDERED, That the applications to assign the licenses of WGRZ-
TV, WLWT(TV), WZZM-TV and KOCO-TV, BALCT-961125IB through BALCT-961125IE, ARE
GRANTED.

     12.  IT IS FURTHER ORDERED, That the request for a temporary waiver of the
Commission's daily newspaper cross-ownership rule, Section 73.3555(d), to permit common
ownership of WGRZ-TV, Buffalo and the Niagara Gazette newspaper IS GRANTED, subject to the
condition that within six months from the date of consummation of the assignment of WGRZ-TV,
Gannett Co., Inc. arranges for the disposition of the Niagara Gazette or takes such other action as
necessary to bring it into full compliance with Section 73.3555(d)(3) of the Commission's Rules. 
                
 
                              FEDERAL COMMUNICATIONS COMMISSION


                              
                              Barbara A. Kreisman
                              Chief, Video Services Division
                              Mass Media Bureau