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                            Before the
                Federal Communications Commission
                      Washington, D.C. 20554
In the Matter of:               )
                                )
Jones Cable TV Fund 12-A, Ltd.  )       CSR-5314-A
Jones Cable TV Fund 15-A, Ltd.  )
                                )
and                             )
                                )
TCI of Illinois, Inc. and its Affiliates)         CSR-5315-A
                                )
For Modification of the ADI of Station)
WWTO-TV, LaSalle, Illinois      )
                  MEMORANDUM OPINION AND ORDER
   Adopted:  February 5, 1999           Released:  February 11, 1999
By the Deputy Chief, Cable Services Bureau:
                           INTRODUCTION
     1.   Jones Cable TV Fund 12-A, Ltd./Jones Cable TV Fund 15-A, Ltd. and TCI of Illinois, Inc.
and its Affiliates (hereinafter "Petitioners") filed the above-captioned petitions for special relief seeking to
modify the Chicago, Illinois Area of Dominant Influence (ADI) relative to Station WWTO-TV (Ch. 25),
LaSalle, Illinois.  Specifically, Petitioners request that WWTO-TV be excluded, for purposes of the cable
television mandatory broadcast signal carriage rules, from the cable systems they serve.  A consolidated
opposition to both petitions was filed on behalf of All American TV, Inc., licensee of WWTO-TV and
Petitioners filed a consolidated reply.  A surreply was subsequently filed on behalf of WWTO-TV.
                            BACKGROUND
     2.   Pursuant to 614 of the Communications Act and implementing rules adopted by the
Commission in its Implementation of the Cable Television Consumer Protection and Competition Act of
1992, Broadcast Signal Carriage Issues ("Must Carry Order"), commercial television broadcast stations are
entitled to assert mandatory carriage rights on cable systems located within the station's market.  A station's
market for this purpose is its "area of dominant influence," or ADI, as defined by the Arbitron audience
research organization.  An ADI is a geographic market designation that defines each television market
exclusive of others, based on measured viewing patterns.  Essentially, each county in the United States is
allocated to a market based on which home-market stations receive a preponderance of total viewing hours in
the county.  For purposes of this calculation, both over-the-air and cable television viewing are included.
     3.   Under the Act, however, the Commission is also directed to consider changes in market areas.
Section 614(h)(l)(C) provides that the Commission may:
     with respect to a particular television broadcast station, include additional
     communities within its television market or exclude communities from such
     station's television market to better effectuate the purposes of this section.
In considering such requests, the 1992 Cable Act provides that:
     the Commission shall afford particular attention to the value of localism by
     taking into account such factors as -
     (I) whether the station, or other stations located in the same area, have
     been historically carried on the cable system or systems within such
     community;
     (II) whether the television station provides coverage or other local service
     to such community;
     (III) whether any other television station that is eligible to be carried by a cable
     system in such community in fulfillment of the requirements of this section
     provides new coverage of issues of concern to such community or provides
     carriage or coverage of sporting and other events of interest to the community;
     and
     (IV) evidence of viewing patterns in cable and noncable households within the
     areas served by the cable system or systems in such community.
     4.   The legislative history of this provision indicates that:
     where the presumption in favor of ADI carriage would result in cable subscribers
     losing access to local stations because they are outside the ADI in which a local
     cable system operates, the FCC may make an adjustment to include or exclude
     particular communities from a television station's market consistent with Congress'
     objective to ensure that television stations be carried in the areas in which they
     serve and which form their economic market.
          *    *    *    *
     [This subsection] establishes certain criteria which the Commission shall
     consider in acting on requests to modify the geographic area in which stations
     have signal carriage rights.  These factors are not intended to be exclusive,
     but may be used to demonstrate that a community is part of a particular
     station's market.
     5.   The Commission provided guidance in its Must Carry Order to aid decision making in these
matters, as follows:
     For example, the historical carriage of the station could be illustrated by the
     submission of documents listing the cable system's channel line-up (e.g., rate
     cards) for a period of years.  To show that the station provides coverage or
     other local service to the cable community (factor 2), parties may demonstrate
     that the station places at least a Grade B coverage contour over the cable
     community or is located close to the community in terms of mileage.  Coverage
     of news or other programming of interest to the community could be demon-
     strated by program logs or other descriptions of local program offerings.  The
     final factor concerns viewing patterns in the cable community in cable and
     noncable homes.  Audience data clearly provide appropriate evidence about
     this factor.  In this regard, we note that surveys such as those used to
     demonstrate significantly viewed status could be useful.  However, since
     this factor requires us to evaluate viewing on a community basis for cable
     and noncable homes, and significantly viewed surveys typically measure
     viewing only in noncable households, such surveys may need to be
     supplemented with additional data concerning viewing in cable homes.
     6.   As for deletions of communities from a station's market, the legislative history of this provision
indicates that:
     The provisions of [this subsection] reflect a recognition that the Commission
     may conclude that a community within a station's ADI may be so far removed
     from the station that it cannot be deemed part of the station's market.  It is not
     the Committee's intention that these provisions be used by cable systems to
     manipulate their carriage obligations to avoid compliance with the objectives
     of this section.  Further, this section is not intended to permit a cable system to
     discriminate among several stations licensed to the same community.  Unless
     a cable system can point to particularized evidence that its community is not
     part of one station's market, it should not be permitted to single out individual
     stations serving the same area and request that the cable system's community
     be deleted from the station's television market.
     7.   In adopting rules to implement this provision, the Commission indicated that requested changes
should be considered on a community-by-community basis rather than on a county-by-county basis, and that
they should be treated as specific to particular stations rather than applicable in common to all stations in the
market.  The rules further provide, in accordance with the requirements of the 1992 Cable Act, that a station
not be deleted from carriage during the pendency of an ADI change request.
                     ARGUMENTS OF THE PARTIES
     8.   The cable systems in question are located in the counties of McHenry, DuPage, Lake, Cook,
Kane, and Will, Illinois, and Lake, Porter, LaPorte and Jasper, Indiana.  All are part of the Chicago ADI.
LaSalle, Illinois, the city of license of WWTO-TV, is also part of the same ADI.  WWTO-TV is approximately
72-79 miles from the communities listed herein.
     9.   In support of its petitions, Petitioners state that WWTO-TV has never been carried on any of
their systems, despite having been on-the-air since December 1986.  In addition, Petitioners state that none of
the communities served by Jones fall within WWTO-TV's Grade A or Grade B contour, and only 3 out of the
185 communities served by TCI fall within WWTO-TV's Grade B contour and those only on the outer fringe.
They point out that LaSalle, WWTO-TV's city of license, is approximately 82 miles west of Chicago, on the
westernmost edge of the Chicago market.  Of the communities requested for exclusion herein, Petitioners state
that WWTO-TV is, on average, approximately 72 miles from the Jones' communities and approximately 79
miles from TCI's communities.  Petitioners state that these distances are well beyond the distances involved
in other recent modification cases where the Commission granted the requested exclusion.  Moreover,
Petitioners argue that WWTO-TV provides no programming of specific local interest for the county areas in
which the communities are located and that its schedule is not published in the Chicago Tribune, The Chicago
Sun Times, The Daily Southtown, The News-Sun or the Illinois-Wisconsin edition of TV Guide.  In any event,
Petitioners assert that their systems' subscribers are provided with extensive and more focused coverage of local
news and events through the numerous Chicago-area stations they currently carry.  Petitioners maintain that
even if WWTO-TV were to provide programming of local interest to the systems' communities, such
programming would be undermined by the coverage the other local stations provide.  Finally, Petitioners argue
that WWTO-TV has no measurable ratings in any of the counties in which the communities are located and
the station is not carried on any nearby cable systems.
     10.  In opposition, WWTO-TV argues that Petitioners are not entitled to the relief they seek and
that they misapply the meaning and purpose of the must carry rules.  They point out that Section 614 of the
Cable Act obligates a cable operator to devote up to one-third of its channel capacity to the carriage of must
carry channels and a station is entitled to carriage on systems outside its over-the-air service area so long as
that station pays the costs associated with amplifying or enhancing its signal level.  WWTO-TV maintains that
while it has not yet enforced its must carry rights relative to Petitioners' systems, it is entitled to do so, and,
therefore, Petitioners should not be permitted to exclude it from carriage in the greater Chicago market.
WWTO-TV argues that the remedial purpose of the statute is to expand the carriage rights of stations, not
reduce them.  While the four modification factors are perfectly logical considerations for determining whether
to include additional communities within a station's market, WWTO-TV states that it is far less clear how these
same factors could be used to further "the value of localism" in an exclusion case.  WWTO-TV maintains
that the only conceivable circumstance in which deletion of a local market station would enhance localism is
the rare instance of a capacity-constrained system being unable to carry another signal without being forced
to delete an existing station.  Measured against this self-evident interpretation of the statute, WWTO-TV argues
that the carriage of WWTO-TV serves the goal of localism and better effectuate[s] the purposes of the must
carry provisions.
     11.  WWTO-TV further argues that while Petitioners have stated that WWTO-TV has no historical
carriage on their systems, this is because Petitioners have been unwilling to carry its signal.  WWTO-TV points
out that the Commission has stated in previous cases that historical carriage is not controlling with respect to
smaller stations, such as WWTO-TV, because "the 1992 Cable Act would, in effect, prevent weaker stations
which cable systems had previously declined to carry, from ever being carried."  In addition, WWTO-TV
points out that, despite Petitioners' allegation that WWTO-TV does not satisfy the local service prong because
of a lack of Grade B coverage, a substantial number of residents in the cable communities can indeed receive
an over-the-air signal.  WWTO-TV states that the fact that the must carry provisions expressly contemplate
a station enhancing its signal quality at a cable operator's headend underscores Congress' intent to create a right
of carriage beyond a station's Grade B contour.  WWTO-TV asserts that Petitioners' arguments as to
geographic distance are irrelevant as Congress specifically rejected a mileage-based approach in preference
to an ADI market approach.  By using ADIs (or DMAs), WWTO-TV states that Congress intended to promote
competition and the development of small, specialty stations such as WWTO-TV throughout a market area.
     12.  WWTO-TV maintains that its format, and its over 20 hours per week of local programming,
provide a valuable and effective platform for local ministries and other service organizations and provides a
means for local community organizations to communicate and provide information to the residents of the
Chicago ADI.  WWTO-TV states that Petitioners' reliance on carriage of other local stations provides no
basis for the requested deletion.  WWTO-TV also points out that Nielsen's July 1998, DMA Total Activity
Report, shows an overall net weekly circulation for WWTO-TV of 0.6 in the Chicago market.  Even if
WWTO-TV reported no viewership, however, WWTO-TV states that the Commission has stated in previous
cases that specialty stations "are capable of 'offer[ing] a desirable diversity of programming. . .' yet typically
attract limited audiences."
     13.  Finally, WWTO-TV argues that Petitioners have presented an insufficiently compelling
justification for the deletion of WWTO-TV's religious service.  WWTO-TV states that the Religious Freedom
Restoration Act ("RFRA"), which was signed into law on November 16, 1993, expressly prohibits the FCC
or any federal agency from generally applying its rules in a way which uniquely burdens a religious station.
Therefore, WWTO-TV maintains, any policy or ruling which excludes markets outside of a station's Grade
B contour coverage area  would violate RFRA.  WWTO-TV argues that RFRA sets forth insurmountable
obstacles for the Commission in the applications of the exclusion requested herein.  First, the RFRA states that
the government may burden religious exercise only if the regulation is "in furtherance of a compelling
governmental interest."  Petitioners have made no showing that the Commission's redefining of the Chicago
market is required by or based on a compelling interest.  Second, the RFRA requires that religious exercise may
only be burdened if the government is employing "the least restrictive means of furthering that compelling
governmental interest."  The least restrictive means here is not to terminate nonprofit religious broadcasting,
especially when that broadcasting would normally be carried under federal must carry rules.  Third, the RFRA
mandates that the government must "demonstrate" that it has used the least restrictive means in abridging
religious liberty rights.  Petitioners have offered no demonstration that a compelling reason exists for
redefining the Chicago market.  Consequently, pursuant to the RFRA, WWTO-TV asserts that Petitioners must
demonstrate that there is a compelling governmental interest for impinging upon the religious liberty rights of
a religious broadcaster by denying its right to exert must carry claims outside of its Grade B coverage area.
     14.  In a consolidated reply, Petitioners argue that WWTO-TV expends little effort rebutting their
showing that WWTO-TV overwhelmingly fails the four-part statutory test for market modification, but instead
attempts to recharacterize the fundamental objectives of must carry and the market modification mechanism
and the Commission should not allow such manipulation of the must carry rules.  Petitioners state that WWTO-
TV's arguments ignore the underlying purpose of the market modification procedures incorporated into the
1992 Cable Act's must carry regime.  Petitioners point out that WWTO-TV fails to rebut the fact that WWTO-
TV has never been carried on the systems herein, does not provide coverage or a reliable history of local service
to the cable communities, does not attract significant viewership in either the cable or non-cable households
in the cable communities, nor do broadcast stations already carried by the systems provide coverage of news
and other local events.  Petitioners state that it is clear that WWTO-TV lacks an adequate local nexus to the
cable communities herein.
     15.  Petitioners argue that this situation does not involve a cable operator serving as a "bottleneck"
and denying a broadcast station access to its intended television audience.  Instead, it would allow WWTO-TV
to extend its viewership well beyond the area the station reaches through its own off-air transmission and
according WWTO-TV an unwarranted commercial windfall.  Petitioners argue that granting WWTO-TV
carriage on its systems would disserve their subscribers by limiting Jones' and TCI's ability to provide the
programming and services desired by their customers.  Petitioners state that WWTO-TV fails to mention the
Bureau's recent decision in Time Warner/WWTO, in which the Bureau found that all of the statutory criteria
for market modification were met and granted Time Warner's request to exclude WWTO-TV from carriage
on its system.  Petitioners point out that the communities at issue here are similarly situated to those at issue
in Time Warner/WWTO and a denial of the instant requests could not be reconciled with the earlier grant.
     16.  In opposition, Petitioners state that WWTO-TV is essentially arguing that the market
modification process should be used only to expand a station's must carry zone and never to contract it.
Petitioners point out, however, that Congress clearly envisioned that the market modification process could be
used to both expand and contract a broadcast station's initial must carry zone and observed that ADIs "may,
in some instances, inaccurately reflect the stations which are local to a particular community."  Congress
stated further that the market modification provisions "reflect a recognition that . . . a community within a
station's ADI may be so far removed from the station that it cannot be deemed part of a station's market."
Petitioners argue that while Congress admittedly created the must carry regime out of concern for the fate of
the broadcast industry, that does not mean that the Commission must guarantee the success of every broadcast
station.  They state that the legislative history of Section 614 makes clear that an initial must carry assignment
can be eliminated where a cable system "can point to particularized evidence that its community is not part of
one station's market . . ."  Petitioners state that that is what they have demonstrated here.  Petitioners maintain
that WWTO-TV does not lack historic carriage because it was improperly refused carriage, as claimed, but
because it failed to provide a signal of adequate strength.  Petitioners contend that the fact that in nearly 12
years of operation WWTO-TV never previously asserted its carriage rights suggests that WWTO-TV never
truly considered itself to share a common market with the instant communities.
     17.  In addition, Petitioners state that WWTO-TV's argument that it is essentially irrelevant that
the cable communities herein are geographically distant belies Commission precedent in this regard.  Petitioners
indicate that the Commission has repeatedly endorsed the use of mileage-based evidence in evaluating a
station's nexus to the communities served by a cable system.  Petitioners state further that WWTO-TV's
opposition says little about programming specifically tailored to the cable communities other than a
meaningless list of Chicago-area TV guests, but instead asserts that it provides a "platform for local ministries
and other service organizations."  With regard to viewership, although WWTO-TV cites a Bureau Order
noting that a broadcast station should not be "deleted from its market solely because its audience share is not
as significant as the several other stations it competes with," Petitioners state that they have made it clear that
they are not requesting exclusion of WWTO-TV solely on the basis of viewership evidence, but due to a
combination of factors.
     18.  Finally, Petitioners argue that WWTO-TV's religious freedom argument is seriously flawed.
First, they point out the RFRA has been invalidated by the Supreme Court in City of Boerne v. Flores, and
although a few courts, including those identified by WWTO-TV, have attempted to limit the scope of that
decision, the overwhelming trend has been to treat that decision as completely invalidating RFRA and the
majority of federal courts entertaining RFRA claims after City of Boerne have adhered to that decision and
treat RFRA as unconstitutional.  Therefore, Petitioners maintain, WWTO-TV's statement that Boerne does
not apply to the federal sphere is, at best, misleading.  Even so, Petitioners assert that WWTO-TV has failed
to make a prima facie  showing under RFRA and its opposition is completely silent with respect to how the
must carry statute and any resulting market modification decision would substantially burden WWTO-TV's
free exercise of religion.  Petitioners argue that a decision to grant the instant market modification would not
interfere with WWTO-TV's ability to continue broadcasting to its licensed local area and would properly
correct against a potential unwarranted commercial windfall to WWTO-TV by extending its viewership well
beyond its own off-air transmission.
     19.  In its surreply, WWTO-TV states that Petitioners either misunderstand constitutional
principles or have misstated the holdings of several courts with regard to RFRA.  WWTO-TV argues that
Petitioners ignore that there is a fundamental constitutional difference between federal laws applied to the
States through the Fourteenth Amendment, and federal laws which the federal government decides to apply to
itself.  While Petitioners cite a host of cases where, purportedly, RFRA "has been invalidated by the Supreme
Court," they ignore the proceedings in the District of Columbia Circuit and the Eighth Circuit that indicated
that RFRA remains good law as applied to the federal government.  Moreover, WWTO-TV states that even
the Justice Department maintains that RFRA applies to the federal government despite the Boerne decision.
Finally, WWTO-TV states that Petitioners misstate the burden of proof under the plain language of RFRA.
Since the term "demonstrates" as defined in 42 U.S.C. 2000bb Sec. 5(3) means to meet the "burden of going
forward with the evidence and persuasion," WWTO-TV argues that it is the role of Commission, not WWTO-
TV, to produce evidence which supports the abrogation of not only WWTO-TV's religious liberty rights, but
the cancellation of the must carry rules in conjunction with those rights.
                            DISCUSSION
     20.       We grant Petitioners' modification requests.  Based on geography and other relevant
information, we believe that the cable systems herein are sufficiently removed from KMPX that the
communities ought not be deemed part of the station's market for mandatory carriage purposes.
     21.  As an initial matter, we note that, according to the legislative history of the 1992 Cable Act,
the use of ADI market areas is intended "to ensure that television station be carried in the areas which they
service and which form their economic market."  Changes may be sought and granted by the Commission "to
better effectuate the purposes" of the mandatory carriage requirements.  The market change process
incorporated into the Communications Act, however, is not intended to be a process whereby cable operators
may seek relief from the mandatory signal carriage obligations apart from the question of whether a change
in the market area involved is warranted.  When viewed against this backdrop and considering all of the
relevant factual circumstances in the record, we believe that Petitioners' deletion petitions appear to be
legitimate requests to redraw ADI boundaries to make them congruous with market realities.  Petitioners'
actions do not reflect an intention to skirt its signal carriage responsibilities under the 1992 Cable Act and the
Commission's Rules, nor do they evidence a pattern of discriminatory conduct against the station.
     22.  Considering the above, the task in this proceeding is to reflect the statutory factors in our
decision while at the same time recognizing the difficulties of applying these factors to stations of specialized
formats.  A decision based strictly on the four statutory modification factors -- historical carriage, service, other
stations' presence, and audience information -- would simply exclude Petitioners' communities from WWTO-
TV's market.  However, even taking into account the difficulties of applying these factors to those with
specialized formats, there is no supporting evidence demonstrating that Petitioners' communities warrant
inclusion.  The fact that a station is of specialized appeal does not mean that its logical market area is without
limits or that it should be exempt from the Section 614(h) market modification process.  Given the difficulty
of direct reliance on the statutory factors (which demonstrate only limited connections between the cable
communities and WWTO-TV) we focus here more heavily on basic geographic and technical features, mileage
and Grade B contour, that provide the best available alternative evidence of the market boundaries of the station
subject to deletion here.
                        Historic Carriage
     23.  WWTO-TV began operations in December 1986. While Petitioners stated they could not find
the station to be carried on any other nearby cable system in the relevant counties our records do indicate some
sporadic carriage, but not in any of the communities at issue here.  Given the statutory directive, weight must
be given to this factor, but that must be done bearing in mind that the objective of the Section 614(h) process
is to "better effectuate the purposes" of the broadcast signal carriage scheme.  Thus, with respect to the
question of historical carriage patterns, attention must be paid to the circumstances from which such patterns
developed.  Some stations have not had the opportunity to build a record of historical carriage for specific
reasons that do not necessarily reflect a judgment as to the geography of the market involved.  Therefore, the
historical carriage factor -- to the extent such lack of carriage is reflective of factors outside of the shape of
the market -- is not by itself controlling in these circumstances because such an implementation of the 1992
Cable Act would, in effect, prevent weaker stations, that cable systems had previously declined to carry, from
ever obtaining carriage rights.  As such, the evidence relating to this statutory factor does weigh in favor of
excluding Petitioners' cable systems from WWTO-TV's market but is not outcome determinative by itself,
particularly in light of fact that station has been on the on-the-air for twelve years and has thus had a
considerable period of time to establish a connection with the communities involved.
                  Grade B Coverage/Local Service
     24.  A station's local service to cable communities is one of the relevant factors to consider in this
particular case that is not influenced by the type or age of the station involved or historical carriage.  Service
may be measured through geographic means:  by examining the distance between the station and the cable
communities subject to the deletion request and taking into account natural phenomena such as waterways,
mountains and valleys which tend to separate communities.  A station's broadcast of local programming, which
has a distinct nexus to the cable communities, is also evidence of local service.  Finally, a station's Grade A
or Grade B contour coverage is an additional indicator of local service and we will weigh the presence or
absence of such technical coverage accordingly.  In the instant case, while WWTO-TV, appears to be making
some attempts to provide locally-oriented programming, the examples cited are an insufficient basis from which
to conclude that WWTO-TV has a specific nexus to the subject areas.  Further, all but 3 of the 223 cable
communities involved lie outside of WWTO-TV's predicted Grade B contour, and LaSalle, WWTO-TV's city
of license, is on average 72-79 miles from the cable communities.
     25.  We note that the arguments raised by WWTO-TV in this proceeding with regard to geographic
proximity are analogous to those addressed at length in the Commission's New York ADI Appeals
Memorandum Opinion and Order, ("New York ADI Order").  In that case, the Commission generally
affirmed the Cable Services Bureau's decision to retain certain communities and to delete other communities
in the New York ADI with regard to certain local broadcast television stations, based on the four statutory
factors, and other evidentiary considerations. WLNY, WHAI, and WRNN, three television stations involved
in the New York ADI Order, filed a court appeal of the Commission's ruling in late 1997.  The stations argued
that the Commission's decision to modify their market areas, based on Grade B contour coverage, mileage, and
other factors, was contrary to the Act's must carry provisions and was arbitrary and capricious decisionmaking
under the Administrative Procedure Act.  The United States Court of Appeals for Second Circuit held that the
Commission "properly applied the statute by considering the four factors in the statute as well as others not
enumerated in order to preserve local programming."  The Court rearticulated the Commission's approach
stating that, in deciding market deletion cases, the Commission should:
          (1) observe the presumption that a broadcast station's market is the ADI in which it is located;
     (2) consider the four statutory factors in an exclusion proceeding to evaluate particularized
     evidence of local origination of programming; and (3) if the four factors alone would trigger
     widespread exclusion, consider Grade B contours, distance, geographical and political
     boundaries, and other unenumerated factors to limit the scope of exclusion.
The Court's opinion fully endorsed the Commission's approach to market modifications and agreed that the
Commission's careful balancing of the enumerated statutory factors, and other unenumerated factors, was
entirely consistent with the language and intent of the Act.  We reach a similar conclusion here.
                    Carriage of Other Stations
     26.  We also believe that Petitioners' carriage of other local television stations provides support
for the action requested.  Where a cable operator is seeking to delete a station's mandatory carriage rights in
certain communities, the issue of local coverage  by other stations becomes a factor to which we will give
greater weight than in cases where a party is seeking to add communities.  In this case, the Chicago-area
stations carried by Petitioners have a closer nexus to the cable systems herein.  These market facts, coupled
with the distance between the cable systems and WWTO-TV, support Petitioners' arguments under the third
factor.
                            Viewership
     27.  Petitioners also show that WWTO-TV has little or no audience in any of the subject counties.
Moreover, out of the 10 counties herein, the A.C. Nielsen 1997 County/Coverage Survey does not even list
WWTO-TV and for the one where it is listed, Will County, only minimal viewership is recorded.  This dearth
of viewership is of evidentiary significance when tied with the lack of both historical carriage and Grade B
coverage.  WWTO-TV correctly notes that the Commission has recognized that specialty stations, such as
itself, typically attract limited audiences.  Consequently, while of some significance, we do not heavily rely
upon this factor.
                         Other Arguments
     28.  Finally, with regard to WWTO-TV's arguments regarding Federal Religious Freedom
Restoration Act ("RFRA"), we find no relevance to our action herein.  As stated in the Supreme Court's
decision in Turner Broadcasting System, Inc. et al. v. FCC, "[t]he must-carry rules are content-neutral, and
thus are not subject to strict scrutiny.  They are neutral on their face because they distinguish between speakers
in the television programming market based only upon the manner in which programmers transmit their
messages to viewers, not the messages they carry.  The purposes underlying the must-carry rules are also
unrelated to content.  Congress' overriding objective was not to favor programming of a particular content, but
rather to preserve access to free television programming for the 40 percent of Americans without cable."
                            Conclusion
     29.  Following Commission precedent, and cognizant of the Second Circuit's holding, we have
carefully considered each statutory factor, as well as other market indicators, in the context of the
circumstances presented here.  Given the evidence as to the lack of Grade B coverage, the lack of viewership
in the cable communities at issue, the lack of carriage of WWTO-TV on Petitioners' cable systems, and the
absence of local programming, we conclude that it is logical and consistent with the objective of Section 614
of the Communications Act to delete Petitioners' cable communities from WWTO-TV's market for mandatory
carriage purposes.
                         Ordering Clauses
     30.  Accordingly, IT IS ORDERED, pursuant to 614(h) of the Communications Act of 1934,
as amended (47 U.S.C. 534(h)) and 76.59 of the Commission's Rules (47 C.F.R. 76.59), that the captioned
petitions for special relief filed on behalf of Jones Cable TV Fund 12-A, Ltd./Jones Cable TV Fund 15-A, Ltd.
and TCI of Illinois, Inc. and its Affiliates IS GRANTED.
     31.  This action is taken pursuant to 0.321 of the Commission's Rules.
                              FEDERAL COMMUNICATIONS COMMISSION
                              William H. Johnson, Deputy Chief
                              Cable Services Bureau

                            Appendix A
Community           County         CUID
Libertyville             Lake           IL0525
Grayslake           ""             IL0528
Mundelein           ""             IL0526
Wauconda            ""             IL0527
Unin. Lake County        ""             IL0527
Lake Zurich              ""             IL0451
Vernon Hills             ""             IL0475
Hawthorn Woods      ""             IL0451
Kildeer             ""             IL0622
Long Grove               ""             IL1542
Indian Creek             ""             IL0986
Lake Barrington Shores   ""             IL1259
Lake Barrington          ""             IL1259
Deer Park           ""             IL1432
Barrington               Cook           IL1436
Unin. Cook County        ""             IL1482
LaGrange            ""             IL0848
Western Springs          ""             IL0666
Riverside           ""             IL0871
Indian Head Park         ""             IL0847
Lansing             ""             IL0684
Flossmoor           ""             IL0682
University Park          ""             IL0687
Thornton            ""             IL0689
Hazel Crest              ""             IL0683
Matteson            ""             IL0685
Olympia Fields      ""             IL0686
Richton Park             ""             IL0688
Unin. Cook County        ""             IL1484
Orland Park              ""             IL0411
Unin. Cook County
     (Palos Park)        ""             IL1215
LaGrange Park       ""             IL0849*
Elgin                    Kane           IL0500
South Elgin              ""             IL0500
Unin. Kane County        ""             IL0897
Crete                    Will           IL0870
Unin. Will County        ""             IL1483
Park Forest              ""             IL0529
*Although Jones listed this community as being located in Bond County, Illinois, our records indicate
that it is located in Cook County.
                            Appendix B
Community           County         CUID
Arlington Heights        Cook           IL0554
Chicago             ""
Chicago (Area 1)         ""             IL1104
Chicago (Area 4)         ""             IL0955
Chicago (Area 5)         ""             IL1105
Chicago Heights          ""             IL0754
South Chicago Heights    ""             IL0755
Steger                   ""             IL0756
Cook                ""             IL1497
Glencoe             ""             IL1220
Winnetka            ""             IL1243
Kenilworth               ""             IL1400
Harvey              ""             IL0672
Phoenix             ""             IL0674
Maywood             ""             IL0492
Park Ridge               ""             IL0559
Glenview NAS        ""             IL1437
Cook (UO Glenview)  ""             IL1661
Prospect Heights         ""             IL0560
Mt. Prospect             ""             IL0558
Des Plaines              ""             IL0556
Glenview            ""             IL0840
Northbrook               ""             IL0841
Wheeling            ""             IL0563
Golf                ""             IL1089
Cook (UO Arlington
     Heights)       ""             IL1662
Cook (Mt. Prospect)      ""
Cook (UO Oak Forest)     ""             IL1125
Cook (UO Markham)   ""             IL1124
Markham             ""             IL0673
Oak Forest               ""             IL0578
Robbins             ""             IL1450
Streamwood               ""             IL0562
Schaumburg               ""             IL0561
Cook (NE) (Schaumburg)   ""             IL1634
Bartlett            ""             IL0555
Hanover Park             ""             IL0557
Skokie              ""             IL0657
South Holland       ""             IL0924
Glenwood            ""             IL1255
Cook (SE)           ""             IL1659
Ford Heights             ""             IL1253
Lynwood             ""             IL1254
Alsip                    ""             IL0838
Chicago Ridge       ""             IL0604
Cook (UO Alsip)          ""             IL1123
Evergreen Park      ""             IL0603
Hometown            ""             IL0605
Oak Lawn            ""             IL0445
Barrington Hills         ""             IL0252
Inverness           ""             IL1303
S. Barrington            ""             IL1302
Algonquin           McHenry        IL0137
Crystal Lake             ""             IL0138
Lake In The Hills        ""             IL0140
Cary                ""             IL0142
Fox River Grove          ""             IL0143
Lakewood            ""             IL0149
Oakwood Hills       ""             IL0163
McHenry (Carpentersville)     ""             IL0178
Huntley             ""             IL0579
Harvard             ""             IL0405
McHenry (UO Harvard)     ""             IL1563
Fox River Valley Gardens ""             IL0464
Wonder Lake              ""             IL0308
Woodstock           ""             IL0288
Island Lake              ""             IL0394
Holiday Hills            ""             IL0388
Lakemoor (McHenry)  ""             IL0305
McCullom Lake       ""             IL0307
McHenry (McHenry)        ""             IL0304
Timber Creek Trailer Park     ""
Spring Grove             ""             IL1177
Johnsburg           ""             IL0309
McHenry             ""             IL0303
McHenry (Genoa City)     ""             IL1561
Richmond            ""             IL0627
Barrington Hills         ""             IL1422
West Dundee              Kane           IL0138
East Dundee              ""             IL0141
Carpentersville          ""             IL0144
Sleepy Hollow       ""             IL0550
Kane (Carpentersville)   ""             IL1236
Barrington Hills         ""             IL1680
Batavia             ""             IL0537
Blackberry               ""             IL1299
Campton             ""             IL1297
Elgin                    ""             IL1301
Kane (E)            ""             IL1014
Lily Lake           ""             IL1605
Plato                    ""             IL1298
Rutland             ""             IL1523
St. Charles              ""             IL1300
Lake (UO Cary)      Lake           IL1569
Highwood            ""             IL0430
Deerfield           ""             IL0613
Deerfield           ""             IL1221
Lake Eleanor             ""             IL0851
Fort Sheridan            ""             IL1120
Delmar Woods        ""             IL0850
Lake                ""             IL1526
Lincolnshire             ""             IL1262
Bannockburn              ""             IL1318
Riverwoods               ""             IL1537
Great Lakes Naval Center ""             IL0581
Highland Park       ""             IL0614
Lake Bluff               ""             IL1387
Lake Forest              ""             IL1386
Island Lake              ""             IL0393
Hainesville              ""             IL0583
Lake                ""             IL0208
Round Lake               ""             IL0390
Round Lake Heights       ""             IL0392
Round Lake Park          ""             IL0391
Round Lake Beach         ""             IL0396
Lake                ""             IL1110
Beach Park               ""             IL1658
Winthrop Harbor          ""             IL1097
Third Lake               ""             IL1196
Lindenhurst              ""             IL0676
Wadsworth           ""             IL1111
Fox Lake            ""             IL0680
Gurnee              ""             IL0679
Green Oaks               ""             IL1197
Lake Villa               ""             IL0677
Waukegan            ""             IL0001
Antioch             ""             IL0678
Park City           ""             IL0469
North Chicago       ""             IL0468
Zion                ""             IL0198
Barrington Hills         ""             IL1421
N. Barrington            ""             IL1304
Tower Lakes              ""             IL1522
Steger                   Will           IL0757
Will (NW)           ""             IL1660
DuPage (SW)         DuPage         IL1015
Four Lakes Village       ""             IL0839
Lisle                    ""             IL0538
DuPage (UO Villa Park)   ""             IL1679
DuPage (NE)              ""             IL1015
Villa Park               ""             IL1055
Gary                Lake           IN0079
Griffith            ""             IN0225
New Chicago              ""             IN0333
Merrillville             ""             IN0495
Cedar Lake               ""             IN0434
Whiting             ""             IN0406
Lake                ""             IN0493
Schererville             ""             IN0407
Lake Station             ""             IN0334
Lowell              ""             IN0226
Hobart              ""             IN0494
Highland            ""             IN0221
Munster             ""             IN0408
Dyer                ""             IN0332
St. John            ""             IN0435
Crown Point              ""             IN0747
East Chicago             ""             IN0104
Hammond             ""             IN0103
Lakes of Four Seasons    ""             IN0554
Porter (NW)              Porter              IN0424
Hebron              ""             IN0423
The Pines           ""             IN0628
Porter (NE)              ""             IN0794
Lakes of Four Seasons    ""             IN0555
Shorewood           ""             IN0657
Beverly Shores      ""             IN1095
Chesterton               ""             IN0252
Dune Acres               ""             IN1016
Porter                   ""             IN0254
Valparaiso               ""             IN0091
Valparaiso (UO Porter)   ""             IN0220
Jasper                   Jasper              IN0943
Demotte             ""             IN0651
Long Beach               La Porte       IN0414
Pottawatomie Park        ""             IN0413
Michiana Shores          ""             IN0412
Duneland Beach      ""             IN0416
Trail Creek              ""             IN0415
Michigan City       ""             IN0301
La Porte            ""             IN0425
Kingsbury           ""             IN0599
Kingsford Heights        ""             IN0598
La Porte (W)             ""             IN0576
La Porte            ""             IN0445