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                                Before the
                     FEDERAL COMMUNICATIONS COMMISSION
                          Washington, D.C. 20554
In the Matter of                    )
                              )
Amendment of Part 25 of the          )
Commission's Rules to Establish          )
Rules and Policies Pertaining          )
to the Second Processing Round              )
of the Non-Voice, Non-Geostationary     )
Mobile Satellite Service               )

IB Docket No.  96-220                             REPORT AND ORDER
     Adopted:  October 8, 1997   Released:  October 15, 1997
By the Commission:
                             TABLE OF CONTENTS
Topic           Paragraph Numbers
I.   INTRODUCTION1-2
II.  BACKGROUND 3-10
III. DISCUSSION    . . . . . . . . . . . . . . . . . . . . . . . . .11-136
 A.  Second Round Licensing Procedures . . . . . . . . . . . . . . . .  12
     1.  New Entrant Requirement . . . . . . . . . . . . . . . . . . 12-14
     2.  Holding Period. . . . . . . . . . . . . . . . . . . . . . . 15-17
     3.  Financial Qualifications. . . . . . . . . . . . . . . . . . 18-20
     4.  WRC-95 and WRC-97 Spectrum. . . . . . . . . . . . . . . . . 21-24
 B.  Spectrum Sharing Plan . . . . . . . . . . . . . . . . . . . . .25-121
     1.  Overview  . . . . . . . . . . . . . . . . . . . . . . . . . 25-46
     a.  System 128-30
     b.  System 231-37
     c.  System 338-40
     d.  Orbcomm41-43
     e.  VITA44-46
     2.  Satellite System Requirements.. . . . . . . . . . . . . . . 47-50
     3.  Analysis of the Plan. . . . . . . . . . . . . . . . . . . .51-113
     a.  Uplink Bands (148-150.05 MHz and 399.9-400.05 bands). . . . 54-56
     i.  Sharing with System 3 (148.0-148.25 MHz and
         148.75-148.855 MHz uplink bands). . . . . . . . . . . . . . 57-60
     ii.  Sharing with Orbcomm (148.905-149.81 MHz uplink bands) . . 61-64
     iii.  Sharing the 149.95-150.05 MHz band. . . . . . . . . . . . 65-66
     b.  Downlink Band (400.15-401 MHz band) . . . . . . . . . . . . 67-75
     c.  Downlink Band  (137-138 MHz band) . . . . . . . . . . . . . 76-80
     i.  Channels for Orbcomm. . . . . . . . . . . . . . . . . . . . . .81
     ii.  Time-Sharing with NOAA . . . . . . . . . . . . . . . . . . 82-91
     d.  Time-Sharing with DoD, NOAA and VITA. . . . . . . . . . . . 92-97
     i.  Transfer of Precision Data. . . . . . . . . . . . . . . . .98-100
     ii.  Elevation Angle. . . . . . . . . . . . . . . . . . . . . 101-103
     iii.  Orbital Propagator Algorithms . . . . . . . . . . . . . 104-105
     iv.  System 1 Frequency Reset in Response to DoD Request. . . 106-111
     v.  72 Hour Reset Signal. . . . . . . . . . . . . . . . . . . 112-113
     3.  CDMA System . . . . . . . . . . . . . . . . . . . . . . . . . 114
     4.  Industry Spectrum Sharing Plans . . . . . . . . . . . . . . . 115
     5.  Virtual Constellation . . . . . . . . . . . . . . . . . . 116-118
     6.  Set-Aside for Humanitarian Uses . . . . . . . . . . . . . 119-121
 C.  No Mutual Exclusivity.. . . . . . . . . . . . . . . . . . . . . . 122
 D.  Unauthorized and Interfering Transmissions  . . . . . . . . . 123-126
 E.  Exclusionary Arrangements with Foreign Countries  . . . . . . 127-128
 F.  Amended Applications  . . . . . . . . . . . . . . . . . . . . 129-132
 G.  Expectations of Future Spectrum . . . . . . . . . . . . . . . 133-134
 H.  Existing Rules. . . . . . . . . . . . . . . . . . . . . . . . . . 135
IV.  CONCLUSION 136
V.   ORDERING CLAUSES  . . . . . . . . . . . . . . . . . . . . . . 137-142
APPENDIX A:   List of Parties Filing Comments
APPENDIX B:   Proposed Rule Amendments to 47 C.F.R. Part 25 of the Commission's Rules
APPENDIX C:   Contract with America Advancement Act of 1996 Major Rule Determination
APPENDIX D:   Regulatory Flexibility Analysis
                             I.  INTRODUCTION
 1.  By this Report and Order, we adopt rules and policies for the licensing and
operation of satellite systems in the second processing round for the non-voice, non-
geostationary ("NVNG") mobile-satellite service ("MSS").  Satellite systems providing this
service, also referred to as "Little LEO service," use a constellation of low-Earth orbiting
("LEO") satellites to offer a variety of data communications services, including, but not
limited to, remote meter reading, vehicle tracking and two-way data messaging services to
customers anywhere in the world.  The rules and policies we adopt in this Report and Order
are designed to increase competition in the Little LEO service markets and to promote the
rapid introduction of new and innovative Little LEO service offerings to the public.
 2.  Prior to adoption of this Report and Order, the five applicants remaining in the
second processing round filed a joint proposal requesting that the Commission adopt a
mutually agreed upon spectrum sharing plan.  This Joint proposal would enable all five
applicants to implement their system proposals and to avoid mutual exclusivity in the second
processing round.  In this Report and Order, we adopt a spectrum sharing plan that is based
upon the applicants' Joint Proposal.  The spectrum sharing plan will permit the licensing of
three new Little LEO satellite systems.  These new Little LEO systems will increase
competition in the Little LEO service markets which is likely to result in lower prices and
increased service options for customers.  Our spectrum sharing plan also provides additional
spectrum for the two existing Little LEO licensees to implement their system modification
requests.  These modifications will enable existing Little LEO licensees to increase the service
options available to their customers.  Finally, we adopt in this Report and Order rules that
establish a relaxed financial qualification standard on second processing round applicants,
eligibility requirements for the use of future downlink spectrum allocated for the Little LEO
service on a limited, priority basis by a second round applicant, and service rules to govern
the licensing and operation of second processing round systems.
II.  BACKGROUND
                                    3.  A Little LEO satellite system allows customers to use small, inexpensive, mobile
user terminals to send and receive short data messages anywhere in the world.  A Little LEO
satellite system is comprised of mobile user terminals and gateway earth stations that
communicate with a constellation of LEO satellites.  A network control center on earth
manages the system operations.  A user can send or receive a data message utilizing a mobile
user terminal that, in turn, communicates with a LEO satellite via low power subscriber or
service links.  Gateways form the hub of the system and continuously exchange data
messages with LEO satellites via high power feeder links.  LEO satellites transmit data
messages received directly to mobile user terminals on earth or indirectly through gateways
for routing to users connected to the public switched network.  A constellation of Little LEO
satellites is capable of providing remote meter reading, position location, emergency location,
security alerts, vehicle tracking and monitoring, environmental data collection, and other time-
sensitive business and personal data communications.
 4.   The licensing process for Little LEO systems began in 1990 when Orbital
Communications Corporation ("Orbcomm") filed an application proposing a commercial Little
LEO system.  Thereafter, Starsys Global Positioning, Inc. ("Starsys") and Volunteers in
Technical Assistance, Inc. ("VITA") filed applications to be considered concurrently with that
of Orbcomm's.  These applicants, comprising the first Little LEO processing round, requested
authority to operate their systems, both service and feeder links, in a variety of frequency
bands below 1 GHz, specifically, in the 148-149.9 MHz,  137-138 MHz, and 400.15-401
MHz frequency bands.  At that time, these frequency bands were not allocated worldwide or
domestically to the Little LEO service.
 5. At the 1992 World Administrative Radio Conference ("WARC-92"), these bands,
in addition to the 149.9-150.05 MHz band, were allocated to the Little LEO service on a
worldwide primary shared basis.  WARC-92 also adopted a new frequency coordination
procedure for Little LEO services.  Consequently, Little LEO operations must be coordinated
with the operations of other primary services in these bands.
 6. In 1993, we allocated the WARC-92 bands domestically to the Little LEO service
on a primary shared basis and adopted rules and policies for licensing applicants in the first
processing round.  These rules and policies were largely drawn from a successful negotiated
rulemaking proceeding, where the applicants agreed to a framework that would allow all
three systems to operate in the available spectrum.  The applicants represented in the
Negotiated Rulemaking Report that their agreement would also allow us to license additional
systems in these bands.  By the end of 1995, we issued licenses to all three first round
applicants.
 7. LEO One USA Corporation ("LEO One") filed an application for a new Little LEO
system and in September, 1994, we placed LEO One's application on public notice.   In the
Public Notice, we established a cut-off date for filing applications to be considered
concurrently with LEO One's application.  In response, four entities filed applications for new
Little LEO systems:  CTA Commercial Systems, Inc. ("CTA"), E-Sat, Inc. ("E-Sat"), Final
Analysis Communication Services, Inc. ("Final Analysis"), and GE American
Communications, Inc. ("GE Americom").  Two first round licensees, VITA and Orbcomm,
filed modifications to their licensed systems to use additional frequency bands within the
WARC-92 allocation.  These modifications were treated as part of the second processing
round.  In addition, Starsys (hereinafter referred to as "GE-Starsys") filed an amendment on
April 25, 1994, after the cut-off date for filing applications in the first processing round,
proposing use of additional frequency bands in the WARC-92 allocations.  We found this
filing to be a "major amendment" and deferred its consideration to the second processing
round.  Consequently, all three first round Little LEO licensees became applicants in the
second processing round.  Thus, initially there were a total of eight applicants in the second
processing round.
 8. At the 1995 World Radio Conference ("WRC-95"), additional uplink spectrum was
allocated for the Little LEO service.  The WRC-95 spectrum consists of the 399.9-400.05
MHz, 455-456 MHz, and 459-460 MHz frequency bands.  The 399.9-400.05 MHz frequency
band is allocated worldwide and domestically for land MSS use.  The 455-456 MHz and the
459-460 MHz frequency bands are allocated for MSS use in International Telecommunication
Union ("ITU") Region 2 only and are proposed to be allocated domestically for MSS use in a
pending Commission proceeding.
 9. In October, 1996, we issued a Notice of Proposed Rulemaking (the "Notice")
proposing service rules to select licensees from among the applicants in the second processing
round.  In the Notice we proposed to:  (1) limit eligibility in the second processing round to
applicants who are not already Little LEO licensees or their affiliates;  (2) restrict a second
round licensee from transferring its license to an existing Little LEO licensee or its affiliate
for a five-year period; (3) adopt a strict financial qualification standard for second round
applicants; (4) license up to three new Little LEO systems; (5) conduct an auction to select
licensees if there were more qualified applicants than available spectrum; (6) require that
systems be equipped with position determination equipment; and (7) prohibit exclusive
agreements between Little LEO licensees and foreign countries.  In addition, we solicited
comments regarding establishing a priority for second round licensees to use WRC-95 and
WRC-97 spectrum for their licensed systems.  In response to the Notice, each of the existing
Little LEO licensees objected to our proposal to exclude their participation in the second
processing round.   Generally, commenters expressed both support and opposition for each of
our proposals, with two exceptions.  Commenters were unanimous in their opposition to
auctions and a requirement that Little LEO mobile user terminals be equipped with position
determination devices.
 10.Since our release of the Notice, GE-Starsys returned its first round authorization to
the Commission and withdrew its second round application.   Similarly, GE Americom
withdrew its second round application.  Orbcomm's parent
corporation, Orbital Sciences Corporation, acquired certain of the assets of CTA Incorporated,
parent of CTA, including the stock of CTA under a separate agreement between Orbital
Sciences Corporation and CTA Incorporated.  The Joint Proposal specifies that under that
agreement Orbital Sciences Corporation has agreed to cause the withdrawal of CTA's second
round application.  Subsequent to these events, the applicants, over the course of a series of
discussions, developed a spectrum sharing plan that culminated in the filing of the Joint
Proposal that proposes to accommodate all of the second round applicants.
                             III.  DISCUSSION
 11.A primary Commission objective is to create a regulatory environment that fosters
the provision of efficient, innovative, and cost-effective NVNG MSS communications services
in the United States.  To accomplish this objective, our satellite service rules (1) encourage
entry by qualified applicants, (2) discourage "warehousing" of orbit-spectrum resources by
those who will not use it or who are under-financed and (3) provide operators with maximum
flexibility to tailor their offerings to meet their customers' requirements.  This "Open Skies"
policy has enabled the United States to lead the world in developing and implementing
satellite technology.  In this second Little LEO processing round, our objective is to foster an
environment that promotes competition through new entry and produces new and innovative
service offerings in the Little LEO service markets for the benefit of the United States public.
Accordingly, after review of the comments and other information filed in response to our
Notice, we adopt a spectrum sharing plan that permits licensing three new Little LEO systems
and two existing Little LEO licensees in WARC-92 spectrum, a relaxed financial qualification
standard for applicants, a rule establishing eligibility requirements for a second processing
round licensee to use a limited amount of future downlink spectrum allocated to the Little
LEO service, and service rules to govern the licensing and operation of second round systems.
We do not adopt auction rules because our spectrum sharing plan avoids mutual exclusivity
among applicants.  We also do not impose a position determination requirement for Little
LEO user terminals.  Finally, we prohibit Little LEO licensees from entering exclusive service
agreements with foreign countries.
A.  Second Round Licensing Procedures.
 1. New Entrant Requirement
 12.In the Notice, we proposed a new entrant policy that would exclude existing Little
LEO licensees and their affiliates from participation in the second processing round.  The
purpose of the new entrant requirement is to promote competition and multiple entry of new
entrants in the emerging Little LEO service markets.  The existing Little LEO licensees and
Iridium, a Big LEO system, oppose the adoption of such a rule on various grounds.  New
applicants CTA, E-Sat, Final Analysis, and LEO One generally support our adoption of the
new entrant proposal.
 13.After we released our Notice, several events have occurred which, taken as a
whole, have caused us to reassess the proposal in our Notice.  Specifically, GE-Starsys
returned its first round license and withdrew its second round application.  Similarly, GE
Americom withdrew its second round application.  In addition, Orbital Sciences Corporation
has acquired CTA's satellite division and agreed to cause the withdrawal of  CTA's pending
second round application.  These  events have resulted in additional spectrum becoming
available for use by the remaining second round applicants.  Moreover, sufficient spectrum is
available to permit first round licensees, Orbcomm and VITA, to increase the size of their
existing systems without reducing the entry opportunities for the new entrants applying in the
second round.  Under these circumstances, allowing Orbcomm and VITA to participate in the
second processing round is unlikely to impede new entrants into the Little LEO service
markets.  To the contrary, it is more likely to enhance competition in all Little LEO service
markets.   Consequently, we do not adopt our new entrant proposal in this Report and Order
because it is not necessary to promote competition and entry opportunities for new Little LEO
systems in the emerging Little LEO service markets.
 14.Since the release of our Notice, the second processing round applicants have
mutually agreed upon a spectrum sharing plan that accommodates all remaining second round
applicants in the available spectrum.  The spectrum sharing plan agreed to by the second
round applicants forms the basis for the spectrum sharing plan that we adopt in this Report
and Order.  In proceedings, such as this one, in which more applicants apply for spectrum
than the available spectrum can accommodate, the Commission encourages applicants to work
together to develop a spectrum sharing plan that accommodates all of the applicants, including
new entrants.  This approach is likely to promote competition and result in a more efficient
use of the available spectrum for a particular service than if the Commission is required to
choose which applicants will operate in the spectrum being licensed.   Our concern about
existing Little LEO licensees obtaining additional spectrum in the second processing round to
the exclusion of potential new entrants has been alleviated by the spectrum sharing plan that
we adopt in this Report and Order that accommodates all second round applicants.
2.  Holding Period
 15.In the Notice, we proposed prohibiting a second round Little LEO licensee from
transferring or assigning its license to an existing Little LEO licensee or its affiliate for a
period of five years.  This rule would apply whether or not the license is awarded through
Commission decision, settlement, auctions, or some other licensing selection mechanism.
This proposal reflected our concern that allowing existing Little LEO licensees or their
affiliates to obtain a second round license soon after its grant would undercut our new entrant
proposal designed to promote competition in the Little LEO service markets through the entry
of new competitors.  LEO One agrees that competition would be adversely affected if a
second round license could be transferred or assigned to a first round licensee.
 16. We decline to adopt the holding period proposal in our Notice.  Because we are
not adopting our new entrant proposal, the holding period proposal, which was designed to
prevent applicants from circumventing the proposed new entrant rule is no longer necessary.
Accordingly, we will not impose a rule that, as a general matter, will restrict the transfer or
assignment of a second round Little LEO license to an existing Little LEO licensee.
 17. We will, however, review requests to transfer or assign second round Little LEO
licenses on a case-by-case basis to determine whether such disposition is in the public
interest.  Under this public interest analysis, we will review these requests to ensure that
their grant would be consistent with our goals of promoting competition and opportunities for
new entry in the Little LEO service markets.  In doing so, we will have the flexibility to
consider different competitive configurations in the future if warranted by then-prevailing
market conditions.
 3.  Financial Qualifications
 18. Under our existing rules, a Little LEO applicant must demonstrate that it has the
finances necessary to construct, launch and operate two satellites in its system for at least one
year ("relaxed financial standard").  However, in the Notice, we proposed that an applicant
in the second processing round demonstrate that it has the finances necessary to construct,
launch and operate its entire system for one year  ("strict financial standard").  Because our
spectrum sharing plan can accommodate all of the second processing round applicants in the
available spectrum, we find it unnecessary to require a second round applicant to meet the
strict financial standard.   Therefore, we will retain our relaxed financial standard to determine
a second round applicant's financial qualification for a license.
 19. GE-Starsys, LEO One, and Orbcomm support the adoption of the strict financial
standard, while Final Analysis and CTA oppose it.  CTA argues that a strict financial
standard would impede competition and it would be unfair to impose a standard stricter than
that applied to the applicants in the first processing round.  In addition, CTA asserts that
adopting a strict financial standard is unnecessary because application of our new entrant
proposal will enable us to accommodate all remaining second round applicants in the
available spectrum.  Final Analysis contends that the system would be commercially viable
before it is fully implemented, and therefore, a strict standard is not necessary.
 20. Adoption of a relaxed financial standard is consistent with the approach used in the
first Little LEO processing round where we could accommodate all of the applicants in the
available spectrum.  Similarly, the spectrum sharing plan we adopt in this Report and Order
will accommodate all second round applicants within the spectrum available in the second
processing round.  This is also consistent with our financial requirements for other satellite
services where we have tailored the financial requirements on the basis of entry opportunities
in a particular service.  Thus, we will apply the relaxed financial standard to second round
applicants and will not adopt our proposal to apply a strict financial standard.
 4.  Use of WRC-95 and WRC-97 Spectrum
 21.    In the Notice, we requested comment on how we should use the WRC-95
spectrum and any spectrum allocated for Little LEO service at WRC-97.  Some commenters
suggest that we allow first and second round Little LEO licensees to use WRC-95 spectrum to
meet their second round application requirements.  Others urge us to provide first and
second round Little LEO licensees with priority to use WRC-95 and WRC-97 spectrum before
any other applicant.  As explained below, we decline to assign the WRC-95 uplink spectrum
for use by second round Little LEO licensees in this Report and Order.  However, we find it
to be in the public interest to establish requirements pursuant to which a second processing
round licensee will be eligible to use a limited amount of WRC-97 and/or future downlink
spectrum allocations for the Little LEO service to the extent necessary to implement its Little
LEO system as applied for in the second processing round.
 22.   At WRC-95, uplink spectrum was allocated for the Little LEO service,
specifically, the 399.9-400.05 MHz (worldwide use), 455-456 MHz, and 459-460 MHz
frequency bands (Region 2 use only).  We have allocated the 399.9-400.05 MHz band for
domestic use and have proposed domestically allocating the 455-456 MHz and 459-460 MHz
bands for this service.  The Joint Proposal does not contemplate use of the 399.90-400.05
MHz band by any of the applicants to implement their systems.  Therefore, we will not
include use of this spectrum in the spectrum sharing plan we adopt in this Report and Order.
Most of the pending applicants do, however, request that we assign the WRC-95 455-456
MHz and 459-460 MHz frequency bands to second round licensees for uplink operations.
However, as previously noted, these bands have been proposed to be domestically allocated
for the Little LEO service.  If the bands are domestically allocated for the Little LEO service,
the second round applicants may request that the Commission make this spectrum available
for use by first and second round Little LEO licensees.
 23. Commenters from the petroleum and oil spill industry expressed concern that
domestic allocation of the 459-460 MHz frequency band for Little LEO service will adversely
impact their ability to support oil spill containment and clean-up activities.  A 25 kHz
channel in the 459-460 MHz frequency band is currently allocated to the petroleum radio
service and is dedicated on a primary basis for communications related to oil spill
containment and clean up activities.  This concern is beyond the scope of this proceeding.
More appropriately, it should be addressed separately in the Commission's rulemaking
proceeding commenced to domestically allocate the 455-456 MHz and the 459-460 MHz
frequency bands for NVNG MSS service.
 24. The Association of American Railroads and Affiliated American Railroads urge us
to use caution in assigning the WRC-95 and WRC-97 spectrum.  They ask that the
Commission not consider use of such spectrum until there has been a demonstration through
proper studies that such transmissions will not cause interference to land mobile
communications.    As discussed below, the spectrum sharing plan that we adopt in this
Report and Order does not assign WRC-95 spectrum for use by the second round applicants,
however, it does establish a first priority for one second round licensee to utilize a limited
amount of WRC-97 or future downlink spectrum allocated by the ITU to the NVNG MSS
service.  Any spectrum allocated to the NVNG MSS service in the future by the ITU still will
be required to be domestically allocated by the Commission.  As with all domestic allocations
of spectrum for satellite service, we will commence the necessary proceedings to ensure that
spectrum will be used consistent with the public interest and in a manner that avoids harmful
interference to other authorized users.  The domestic allocation process and service rules
governing the use of any spectrum are sufficient to ensure interference-free operations
between satellite and land mobile services.  We encourage both satellite and land mobile
service providers to work together to resolve any sharing issues that may arise.
B.   Spectrum Sharing Plan
 1.  Overview
 25. Upon review of the comments, the Joint Proposal, and our own technical analysis,
we conclude that with appropriate transmission techniques, proper system coordination, and
time-sharing of frequencies, there is sufficient spectrum available in the second processing
round to issue five Little LEO service licenses:  three licenses to second round applicants not
previously authorized by the Commission to provide Little LEO service and two licenses to
existing Little LEO licensees for modifications to their systems.  We will use the WARC-92,
WRC-97 and future downlink spectrum allocated worldwide and domestically to the Little
LEO service to license second round applicants.  Our Notice proposed licensing up to three
Little LEO systems.  However, in light of recent events, including, but not limited to, GE-
Starsys's return of its first round authorization to the Commission, Orbital Sciences
Corporation's agreement to acquire second round applicant CTA and withdraw CTA's
application from the second processing round, and the filing of the Joint Proposal evidencing
the applicants' mutual agreement upon a spectrum sharing plan, we conclude that sufficient
spectrum now exists to accommodate the remaining applicants in the Little LEO second
processing round.
 26. We remind the applicants that this Report and Order adopts a licensing scheme and
service rules that will be applicable to second processing round Little LEO licensees.  The
spectrum sharing plan adopted herein does not assure that a second round applicant will be
licensed to operate its system in the spectrum it is designated to operate in pursuant to this
Report and Order.  We will make licensing determinations after evaluating the technical and
financial qualifications of the applicants that file an amendment to their second processing
round applications to conform to the rules and policies adopted in this Report and Order.
 27. We will use the WARC-92 spectrum available for Little LEO service in the 148-
150.05 MHz uplink band and the 137-138 MHz and 400.15-401 MHz downlink bands.  When
we established the second processing round, we invited applications for service in these
frequency bands and in the Notice we proposed licensing systems in the WARC-92 frequency
bands.  In their first round sharing plan, Orbcomm, GE-Starsys, and VITA agreed that
additional systems could be accommodated in these bands by using frequency division
multiple access ("FDMA") and code division multiple access ("CDMA") transmission
techniques.  In the Notice, we sought comment on the use of WRC-95 spectrum by
applicants in the second processing round.  However, none of the applicants expresses an
interest in operating its system in the WRC-95 399.9-400.05 MHz band.  As previously
discussed, the 455-456 MHz and 459-460 MHz bands have been proposed to be domestically
allocated for the Little LEO service in a pending Commission rulemaking proceeding.
Consequently, we will not include any WRC-95 spectrum in the spectrum sharing plan we
adopt for the second processing round.
     a.  System 1
 28. One new Little LEO applicant can operate a system ("System 1") in the 148-
150.05 MHz (uplink) band and the 137-137.025 MHz, 400.15-400.505 MHz and 400.645-401
MHz  (downlink) bands.  The spectrum will be used most efficiently if System 1 utilizes
FDMA/TDMA transmission techniques.  The second round applicants and LEO One agreed in
the Joint Proposal that LEO One will operate as System 1.
 29. In the uplink bands, System 1 will share approximately 355 kHz of spectrum in the
148-148.855 MHz band with System 2, System 3 and Orbcomm, subject to coordination with
the French S80-1 system.  System 1 will preserve approximately 500 kHz of contiguous
spectrum in the 148-148.855 MHz band that will not be shared by System 1, System 2 or
Orbcomm for use by System 3 and the S80-1 system.  System 1 may also share the 148.855-
148.905 MHz band with System 2 and Orbcomm if System 3 does not use this band for
feeder links.  Subject to S80-1's use of the 148.905-148.955 MHz band for feeder links,
System 1 will share the 148.905-149.81 MHz band with System 2 and first round licensee
Orbcomm, provided, that Orbcomm shall have exclusive use of the 149.585-149.635 MHz
portion of the band for feeder link use until it relocates its feeder uplink to the 150-150.05
MHz band.  System 1 shall operate its feeder uplinks in the 149.95-150 MHz band subject to
coordination with the Russian Radio Navigation Satellite Service ("RNSS") system.
 30. In the downlink bands, a  System 1 licensee shall have the right to operate in the
400.15-400.505 MHz and 400.645-401 MHz bands on a time-shared basis with the
Department of Defense ("DoD") Defense Meteorological Satellite Program ("DMSP") system.
Upon request to the Commission, System 1 shall be permitted to operate in the 400.505-
400.5517 MHz, 400.5517-400.5983 MHz, and/or the 400.5983-400.645 MHz bands outside of
a processing round upon System 2's surrender of its authorization, notification to the
Commission that it is discontinuing its use of these bands or the Commission's revocation of
System 2's authorization, subject to the same conditions imposed upon System 2's operations
in these bands (including, but not limited to, permission from the Government of France to
operate in the 400.5517-400.5983 MHz band and time-sharing with VITA in the adjacent
bands ).    System 1's use of the 137-137.025 MHz band must be coordinated with France's
S80-1 system and on a non-interference basis to adjacent bands.  System 1 shall notify the
Commission within 30 days of discontinuing its use of the 137-137.025 MHz band.
     b.  System 2
 31. A second new Little LEO applicant can operate a system ("System 2") in the 148-
150.05 MHz (uplink) and the 400.15-401 MHz and 137-138 MHz (downlink) bands.   The
spectrum available to System 2 will be used most efficiently if System 2 utilizes
FDMA/TDMA transmission techniques.  The second round applicants and Final Analysis
agreed in the Joint Proposal that Final Analysis will operate as System 2.
 32. In the uplink bands, System 2 will share approximately 355 kHz of spectrum in the
148-148.855 MHz band with System 1, System 3 and Orbcomm, subject to coordination with
the S80-1 system.  System 2 will preserve approximately 500 kHz of contiguous spectrum in
the 148-148.855 MHz band that will not be shared by System 1, System 2 or Orbcomm for
use by System 3 and the S80-1 system.  If System 3 does not use the 148.855-148.905 MHz
band for feeder links, System 2 may share this band with System 1 and Orbcomm.  Subject to
S80-1's use of the 148.905-148.955 MHz band for feeder links, System 2 will share the
148.905-149.81 MHz band with System 1 and first round licensee Orbcomm, provided, that
Orbcomm shall have exclusive use of the 149.585-149.635 MHz portion of the band for
feeder link use until it relocates its feeder uplink to the 150-150.05 MHz band.  System 2
shall operate its feeder links in the 150-150.05 MHz band, subject to coordination with the
Russian RNSS system.  However, if System 2 is authorized to relocate its feeder uplinks to
spectrum allocated to the Little LEO service at WRC-97 or a future World
Radiocommunication Conference and domestically by the Commission, System 2 shall vacate
the 150-150.05 MHz band and Orbcomm shall relocate its feeder uplinks from the 149.585-
149.635 MHz band to the 150-150.05 MHz band.
 33. In the 400.15-401 MHz downlink band, upon a written request from System 2, the
Commission will initiate a communication to the Government of France requesting permission
for System 2 to operate in the 400.5517-400.5983 MHz band, previously coordinated for use
by the S80-1 system, until the S80-1 system commences operations in this spectrum.  System
2 shall operate in the 400.505-400.5517 MHz band subject to time-sharing this spectrum with
VITA's satellite authorized in the first processing round.  Likewise, System 2 shall operate in
the 400.5983-400.645 MHz band subject to time-sharing this spectrum with the VITA satellite
applied for in the second processing round if VITA receives authorization from the
Commission to construct, launch and operate this satellite.  System 2 shall notify the
Commission in writing within 30 days of discontinuing its use of any portion of the 400.505-
400.645 MHz band.
 34. In the 137-138 MHz downlink band, System 2 will time-share with the National
Oceanic and Atmospheric Administration ("NOAA") use of  the 137.333-137.367 MHz,
137.475-137.525 MHz, 137.595-137.645 MHz and 137.753-137.787 MHz (the "NOAA
channels") consistent with NOAA's implementation of the NOAA channels and 137.025-
137.175 MHz and 137.825-138 MHz (the "NOAA bands").  System 2 will time-share use of
the 137.375-137.4125 MHz band subject to coordination with the Russian METEOR system.
System 2's use of the 137-138 MHz band must be coordinated with System 3, consistent with
the agreements GE-Starsys entered into with NOAA and the S80-1 system and with Orbcomm
with respect to sharing adjacent channels.  Finally, upon request to the Commission, System 2
will be permitted to operate in the 137-137.025 MHz band outside of a processing round upon
System 1's surrender of its authorization, notification to the Commission that it is
discontinuing its use of these bands or the Commission's revocation of System 1's
authorization, subject to the same conditions imposed upon System 1's operations in these
bands by the Commission or through coordinations with other authorized users.
 35. In addition, System 2 shall have a first priority to apply for a limited amount of
downlink spectrum allocated to the Little LEO service.  Some of the commenters suggest that
we grant first and second round Little LEO licensees priority to use future spectrum
allocations for the Little LEO service.  Final Analysis contends that, without the use of
additional spectrum, System 2 under the proposed spectrum sharing plan lacks sufficient
service downlink spectrum to implement a large Little LEO system capable of providing
intermittent to near real-time Little LEO services.  All the second round applicants have
agreed that System 2 should have access to future spectrum to implement its system.  A
significant portion of the spectrum assigned to System 2 in the 137-138 MHz band is
allocated on a secondary basis to the Little LEO service and must be shared on a non-
interference basis with United States government and foreign satellite systems operating
primary services in such spectrum.  Thus, this spectrum may be unavailable or of limited
use to System 2 for service downlinks thereby threatening System 2's commercial viability
and competition among service providers in the Little LEO service markets.  Making
available a limited amount of future downlink spectrum allocated for the Little LEO service
solely to System 2 for the purpose of completing the implementation of its second round
system is likely to result in three large systems capable of providing a wide range of Little
LEO services.  More large systems providing a wide array of Little LEO services promotes
consumer choice, rapid service deployment and lower prices for consumers.  This is in the
public interest.
 36.  Accordingly, we adopt a rule granting System 2 a first priority to apply for and use
a limited amount of downlink spectrum duly allocated worldwide and domestically to the
NVNG MSS service by the ITU, at WRC-97 or a subsequent World Radiocommunication
Conference, and by the Commission, respectively (the "Future Spectrum").  System 2 will be
eligible to apply for and use the first 210 kHz of Future Spectrum plus spectrum sufficient to
account for Doppler frequency shift in the Future Spectrum (the "Supplemental Spectrum")
in order to fully implement its Little LEO system.  System 2's application for and use of the
Supplemental Spectrum is subject to the Commission's Rules and policies, such reasonable
operating conditions as may be imposed by the Commission, and international spectrum
coordination requirements.  For so long as  System 2 is permitted by the Government of
France to operate in the 400.5517-400.5983 MHz band coordinated with the French system
S80-1, the Supplemental Spectrum shall be reduced to an amount equivalent to 150 kHz of
Future Spectrum plus spectrum sufficient to account for Doppler frequency shift in the Future
Spectrum.
 37.  System 2's priority to apply for and use the Supplemental Spectrum is conditioned
on  System 2's compliance with the terms and conditions of its second processing round
license, including, but not limited to, its system construction, launch and operation milestones,
and any modifications thereto, and the Commission's Rules.  System 2's priority to apply for
and use the Supplemental Spectrum as provided for in this Report and Order shall
automatically terminate upon the occurrence of any of the following events:  (a) System 2
being permitted to operate in the Supplemental Spectrum; (b) the expiration or revocation of
its second processing round license; (c) the discontinuance of use of the spectrum assigned to
it under its second processing round license; or (d) the surrender of its second round license
to the Commission.   The Commission delegates authority to the International Bureau to take
the actions necessary to implement System 2's priority to apply for and use the Supplemental
Spectrum.
 c.   System 3
 38.  A third new Little LEO applicant can operate a system ("System 3") in the 148-
148.905 MHz (uplink) and the 137.0725-137.9275 MHz (downlink) spectrum formerly
licensed to GE-Starsys.  System 3 will be required to be a spread spectrum system because
NOAA, an existing authorized user of this band, has taken the position that it will not time-
share with more than one Little LEO system (it will be time-sharing the NOAA bands and
the NOAA channels with System 2) and a CDMA system is more likely to avoid causing
harmful interference to the other authorized users of this frequency band.  E-Sat proposes a
CDMA system and its six satellite constellation is particularly well-suited to operate in the
spectrum assigned to System 3.  Moreover, the second round applicants and E-Sat agreed in
the Joint Proposal that E-Sat will operate as System 3.
 39.  System 3's operations in the 148-148.905 MHz uplink band shall be consistent with
the agreement GE-Starsys entered into with Orbcomm and the S80-1 system.  System 3 will
share approximately 355 kHz of spectrum in the 148-148.855 MHz band with System 1,
System 2 and Orbcomm.  System 3 shall have the use of approximately 500 kHz of
contiguous spectrum in the 148-148.855 MHz band that will not be shared with System 1,
System 2 and Orbcomm for use with the S80-1 system.  The 148.855-148.905 MHz band
shall be used for feeder links, however, System 1, System 2 and Orbcomm may share this
band if System 3 does not use this band for feeder links.
 40.  System 3 shall operate in the 137.0725-137.9275 MHz downlink band consistent
with the coordination agreements GE-Starsys entered into with NOAA, Orbcomm and the
S80-1 system.  System 3's operation in this band also will be subject to coordination with the
Russian METEOR system.  Finally, System 3 will share the 137-138 MHz band with System
2.
 d.   Orbcomm
 41.  Sufficient spectrum also exists to accommodate modifications to the Orbcomm
system applied for in the second processing round.  Orbcomm shall operate as a
FDMA/TDMA system.  The second round applicants and Orbcomm agreed in the Joint
Proposal that Orbcomm will operate in the uplink and downlink spectrum set forth below.
 42.  In the uplink bands, Orbcomm shall share approximately 355 kHz of spectrum in
the 148-148.855 MHz band with System 1, System 2 and System 3, subject to coordination
with the French S80-1 system.  Orbcomm shall preserve approximately 500 kHz of
contiguous spectrum in the 148-148.855 MHz band that will not be shared by System 1,
System 2 or Orbcomm for use by System 3 and the S80-1 system.  Orbcomm may also share
the 148.855-148.905 MHz band with System 1 and Orbcomm if System 3 does not use this
band for feeder links.  Subject to S80-1's use of the 148.905-148.955 MHz band for feeder
links, first round licensee Orbcomm shall share the 148.905-149.81 MHz band with System 1
and System 2, provided, that Orbcomm shall have exclusive use of the 149.585-149.635 MHz
portion of the band for feeder link use until it relocates its feeder uplink to the 150-150.05
MHz band.  Orbcomm and VITA shall share the 149.81-149.90 MHz band as authorized in
the first processing round.  Orbcomm shall relocate its feeder links to the 150-150.05 MHz
band, when System 2 vacates this band.  Upon such relocation, Orbcomm shall cease its use
of the 149.585-149.635 MHz band for feeder links and System 1, System 2 and Orbcomm
shall share this portion of the band for service links.  Orbcomm's relocation of its feeder links
to the 150-150.05 MHz band shall be subject to the conditions imposed on System 2 in
connection with its coordination of this spectrum with the Russian RNSS system.
 43.  Orbcomm shall share the 137-138 MHz downlink frequency band with System 3.
Specifically, Orbcomm shall operate in the 137.175-137.3275 MHz, 137.4225-137.4725 MHz,
137.535-137.585 MHz, 137.650-137.750 MHz and 137.7875-137.8125 MHz portions of the
frequency band, subject to the Commission's approval of Orbcomm's pending modification
request of its first round license.  Orbcomm shall time-share the 137.275-137.325 MHz band,
subject to coordination with the Russian METEOR system.  Orbcomm's use of the spectrum
in the 137-138 MHz band shall also be coordinated with NOAA and System 2 with respect to
sharing adjacent channels.
 e.   VITA
 44.  We also find that sufficient spectrum exists to accommodate VITA's second round
modification request.  VITA shall also operate as a FDMA/TDMA system.  The second round
applicants and VITA agreed in the Joint Proposal that VITA will operate in the uplink and
downlink spectrum discussed below.
 45.  VITA shall continue to share the 149.81-149.90 MHz uplink frequency band with
Orbcomm as authorized in the first processing round.
 46.  In the downlink spectrum, VITA is currently authorized to operate one satellite in
the 400.505-400.5517 MHz band and will time-share this band with System 2.  VITA shall
operate the satellite applied for in the second processing round in the 400.5983-400.645 MHz
band, if authorized by the Commission, on a time-shared basis with System 2.  Upon System
2's surrender of its authorization, notification to the Commission that it is discontinuing its
use of these bands or the Commission's termination of System 2's authorization, System 1
may operate in the 400.505-400.5517 MHz and 400.5983-400.645 MHz bands, subject to the
same conditions imposed upon System 2's operations in these bands by the Commission or in
connection with time-sharing with VITA.  VITA shall notify the Commission within 30 days
of discontinuing its use of this band.
 2.  Satellite System Requirements
 47.   In order for multiple Little LEO systems to share the WARC-92 spectrum
available for use by second processing round applicants, we must consider service link and
feeder link spectrum requirements and the transmission techniques to be employed by a
Little LEO system for transmissions between user terminals, gateways and LEO satellites in
the proposed systems.
 48. In assigning spectrum to second processing round applicants, we must be cognizant
of the limitations on use of the spectrum for service link and feeder link transmissions.
Service links transmit data messages between a user terminal and a satellite.  It is possible for
the proposed Little LEO systems to share their service link spectrum with other Little LEO
systems because such transmissions are not continuous and are less likely to be affected by
sharing.   Feeder links aggregate service link data messages and transmit them between a
gateway and a satellite.   Satellite systems generally require continuous access to their feeder
link spectrum.  This is true for most of the proposed Little LEO systems.  Continuous feeder
link transmissions are required between a system's gateways and satellites in order to provide
for the prompt relay of all service link messages to system users.  Consequently, sharing of
feeder link spectrum among multiple Little LEO systems can be problematic.  We believe
that each Little LEO system deploying multiple satellites will require at least 50 kHz of
feeder link spectrum for uplink and downlink communications in order to accommodate the
high-speed data transmissions necessary for gateway-satellite feeder link communications and
to compensate for the effects of Doppler frequency shift and other spectrum propagation
characteristics.
 49. In finding ways to share the WARC-92 spectrum among multiple Little LEO
systems on an interference-free basis, we must also consider the transmission technique used
by a satellite system to communicate with its user terminals.  Three transmission techniques
can be used by a satellite system to communicate with multiple users within a single system
and to avoid causing harmful interference to the user terminals of multiple systems:
frequency division multiple access ("FDMA"), time division multiple access ("TDMA") and
code division multiple access ("CDMA").  FDMA and TDMA systems operate in channels
within a frequency band.   FDMA systems communicate with multiple user terminals by
transmitting simultaneously in different channels in the same frequency band.  TDMA
systems communicate with multiple user terminals by transmitting in alternating time slots
within a single channel in a frequency band.  CDMA systems communicate simultaneously
with multiple user terminals by transmitting coded signals spread across an entire frequency
band or sub-band, not in channels like an FDMA or TDMA system.  The coded signals
ensure that each signal is received by its proper destination.
 50. Because the WARC-92 spectrum allocated to the Little LEO service is limited, a
Little LEO system must find ways to share spectrum for service and feeder links and avoid
causing harmful interference to other authorized users.  Frequency sharing techniques, such as
dynamic channel activity assignment ("DCAAS"), time-sharing and frequency hopping, allow
multiple satellite systems to share the same frequency bands.  DCAAS allows an FDMA or
TDMA system to scan the channels in a frequency band and assign transmissions to channels
that are not currently in use by other users of the band.  Time-sharing allows multiple satellite
systems to use the same frequency band at different times and thereby avoid interfering with
other satellite systems or authorized users operating in the band.  Frequency hopping enables
a Little LEO satellite to switch or "hop" to an alternative sub-band within a frequency band
when the sub-band it is using becomes unavailable.  A Little LEO system employing a
combination of these sharing techniques can avoid interference to other systems and greatly
increase the system's availability to its users.
 3.  Analysis of the Plan
 51. The spectrum sharing plan we adopt accommodates the entry of three new Little
LEO system applicants:  LEO One, Final Analysis and E-Sat.  In addition, it accommodates
the system expansion requests of existing Little LEO licensees, Orbcomm and VITA.
 52. Our Notice proposed up to three systems operating in the available spectrum.
However, in light of GE-Starsys's return of its first round license, the withdrawal of other
second round applicants, and the agreement of the remaining applicants upon a spectrum
sharing plan, the five-system spectrum sharing plan proposed by the second round applicants
that we adopt in this Report and Order is technically feasible and constitutes a more efficient
use of the available WARC-92 spectrum than does our original three-system proposal.
Moreover, it respects the positions taken by existing United States government satellite
systems against time-sharing their respective downlink spectrum with more than one Little
LEO system.  Finally, the five-system spectrum sharing plan, rather than our proposed three-
system plan, is more likely to serve our goals of promoting competition in the provision of
Little LEO services and fostering the delivery of Little LEO services to market as quickly as
possible at reasonable prices to consumers.
 53. In developing a spectrum sharing plan, we evaluated a number of factors.  First,
we considered the spectrum sharing plan mutually agreed to by the second round applicants
that was filed with the Commission.  Second, we considered whether operating additional
systems in the bands would cause unacceptable interference to or negatively impact the
capacity of existing systems, including United States government systems.  Third, we sought
to ensure that New Little LEO Applicants were given access to an adequate amount of
spectrum in order to implement viable systems.  We also sought to accommodate the
additional spectrum requests of existing Little LEO licensees, if possible.  Based on these
assessments, we determined which portions of the uplink and downlink bands could best
accommodate service links and feeder links for new systems and existing Little LEO
licensees.
     a.  Uplink Band (148-150.05 MHz)
 54. The second round applicants will uplink in a number of sub-bands in the 148-
150.05 MHz band.  System 1, System 2 and Orbcomm will operate their service links in the
148-148.25 MHz and 148.75-148.855 MHz sub-bands to be used by System 3 and the S80-1
system.  System 1 and System 2 will also uplink in the 148.905-149.81 MHz sub-band used
by first round licensee, Orbcomm.  In addition, Orbcomm and VITA will share the 149.81-
149.90 MHz uplink.  Initially, System 1 and System 2 will operate their feeder links in the
149.95-150 MHz and 150-150.05 MHz bands, respectively, and Orbcomm will operate its
feeder links in the 149.585-149.635 MHz band.
 55. Second processing round licensees must coordinate their systems and avoid causing
harmful interference into numerous satellite and terrestrial systems in the 148-150.05 MHz
band using the rules established in the Negotiated Rulemaking Report.  Orbcomm, VITA,
S80-1, and the Russian system, TSYKADA, are using or will use the 148-150.05 MHz uplink
band.  In the Negotiated Rulemaking Report, first round licensees agreed to restrict VITA's
operations to the 149.81-149.9 MHz band, Orbcomm's operations to the 148.905-149.9 MHz
band, and GE-Starsys  operations to the 148-148.905 MHz band.  The agreement also
reserved the 148.855-148.905 MHz band for the GE-Starsys feeder uplinks and the 149.585-
149.635 MHz band for Orbcomm's feeder uplinks.  Orbcomm will continue to have exclusive
use of the 50 kHz of spectrum at 149.585-149.635 MHz until it relocates its feeder uplinks to
the 150-150.05 MHz band.  In addition, as a result of recent international coordination
discussions with other administrations, S80-1 is expected to operate its service links in the
148-148.905 MHz band and feeder links in the 149.9-149.95 MHz band.  Consequently,
System 3 may be required to share its 50 kHz of feeder link spectrum at 148.855-148.905
MHz with S80-1.  The Russian system, TSYKADA is currently using the 149.9-150.05 MHz
band to provide RNSS service and the operations of System 1 and System 2 in these
frequency bands will be required to be coordinated with TSYKADA.
 56. System 1, System 2 and Orbcomm will operate in the 148-148.905 MHz sub-band,
where System 3 will also operate, and in the 148.905-149.81 MHz sub-band where Orbcomm
is currently authorized to operate, subject to S80-1's use of the 148.905-148.955 MHz band
for feeder uplinks.  This arrangement will result in the most efficient use of spectrum and
avoid causing harmful interference into System 3, if System 1, System 2 and Orbcomm's
system use DCAAS/FDMA transmission techniques.  It is our view that the foregoing
spectrum and system assignments represent the most technically feasible use of spectrum in
the 148-150.05 MHz uplink band.
     i.  Sharing with System 3 (148-148.25 MHz and 148.75-148.855 MHz bands)
 57. Our analysis demonstrates that operation of System 1, System 2 and Orbcomm in
the 148-148.25 MHz and 148.75-148.855 MHz bands will not significantly affect the system
capacity or cause harmful interference to System 3.  E-Sat, the System 3 designee, and the
other second round applicants have agreed to this arrangement.  GE-Starsys, a CDMA
system, was authorized to operate in the 148-148.905 MHz band and recently returned its
authorization to the Commission.  GE-Starsys initiated but did not complete coordination of
its CDMA system with the S80-1 system in this band.  A CDMA system similar and smaller
in size to GE-Starsys's CDMA system should be able to operate as System 3 without
receiving unacceptable interference from System 1, System 2 or Orbcomm.
 58. CDMA systems are most vulnerable to interference at their center frequencies.
Therefore, we assign System 1, System 2 and Orbcomm use of the 148-148.25 MHz and
148.75-148.855 MHz frequency bands, which are the least vulnerable portions of the 148-
148.855 MHz band.  The center frequencies in the 148.25-148.75 MHz band will be
maintained for use by only System 3 and S80-1.  Relating to this point, the second round
applicants request, and we agree, that approximately 500 kHz of contiguous spectrum shall be
preserved by System 1, System 2 and Orbcomm in the 148-148.855 MHz band for exclusive
use by System 3 and the S80-1 system.
 59. The operations of System 1, System 2 and Orbcomm in the spectrum to be
occupied by System 3 will likely reduce System 3's link margin but not its capacity.  Our
calculations demonstrate that if System 3 is the only system in the 148-148.855 MHz band,
its link margin will be approximately 5 dB.  When both System 3 and S80-1 are operating in
the 148-148.855 MHz band, System 3's link margin will decline from approximately 5 dB to
2.5 dB.  When S80-1 and System 1 and System 2 are operating in the band, System 3's link
margin will be approximately 1.5 dB.  Thus, System 3's link margin is unlikely to be
reduced further with Orbcomm operating in this band.
 60. The expected reduction of System 3's link margin is tolerable as evidenced by E-
Sat's agreement to operate as System 3 in this spectrum.  In the Little LEO Order, we stated
that system capacity may have to be decreased over time.  Consequently, System 3 will be
required to accept such a link margin reduction caused by the operations of System 1, System
2 and Orbcomm.  Furthermore, the results of our analysis are supported by an analysis
performed by GE-Starsys before it withdrew from the second processing round.  That analysis
demonstrated that by avoiding System 3's center frequencies and placing multiple narrow-band
FDMA or TDMA carriers at the edges of System 3's spectrum band the impact to System 3 is
minimized.  Thus, we conclude that it is desirable to operate three second round FDMA or
TDMA systems at the band edges of System 3's uplink band.  In order to obtain international
recognition for this use, System 1, System 2 and Orbcomm will be required to be coordinated
with the S80-1 system.  As is general policy, the Commission will undertake the coordination
of System 1's, System 2's and Orbcomm's operations in this band.
 ii.  Sharing with Orbcomm (148.905-149.81 MHz band)
 61.  The operation of System 1 and System 2 in the 148.905-149.81 MHz band will not
significantly affect the system capacity of or cause harmful interference to Orbcomm's
authorized system.  System 1 and System 2 will share the 148.905-149.81 MHz portion of the
band with Orbcomm.  We anticipate that Orbcomm will operate in accordance with
DCAAS/FDMA transmission techniques to minimize interference among its system, System 1
and System 2.
 62.  System 1 and System 2 can operate in this band without causing harmful
interference into the Orbcomm system.  In contrast, LEO One proposes operating two new
systems in the spectrum in which Orbcomm is authorized.  However, we are concerned
about the impact that operating such additional systems in the spectrum will have on
Orbcomm's capacity.  Orbcomm's capacity will be affected if Orbcomm does not have a
sufficient number of open channels on which to operate.  In their comments, Orbcomm
expresses concern that with the addition of NVNG systems to the 148.905-149.90 MHz band,
there may not be a sufficient number of unoccupied channels, particularly at peak times.
Orbcomm suggests use of both the lower and upper portions of the 148-149.90 MHz band and
use of the spectrum allocated at WRC-95.  Second round applicants have agreed that
Orbcomm can operate in both the lower and upper parts of this band so this should provide
Orbcomm with a sufficient number of open channels on which to operate.
 63. In addition, because Orbcomm's system is designed to operate in accordance with
DCAAS and FDMA transmission techniques, it can search for open channels using the
available spectrum most efficiently.  As Orbcomm recognizes, by employing DCAAS and
FDMA transmission techniques, System 1 and System 2 can also use the spectrum efficiently
and avoid causing harmful interference into Orbcomm s uplink transmissions by detecting
open channels on which to transmit.  In order to accommodate System 1 and System 2,
Orbcomm, a first round licensee, has agreed that it will no longer have exclusive spectrum in
the 148.955-149.81 MHz portion of the frequency band.  Use of DCAAS techniques by
Orbcomm, System 1 and  System 2 also increases the likelihood that the systems will be able
to access a sufficient number of unoccupied channels without significantly diminishing
Orbcomm's capacity.
 64. Orbcomm will have access to sufficient open channels and will not exclusively
bear the burden of accommodating the new systems in the band since System 1, System 2 and
Orbcomm will also operate in spectrum assigned to System 3.   The increased amount of
uplink spectrum assigned to System 1, System 2 and Orbcomm and each system's ability to
use DCAAS ensures access to a sufficient number of unoccupied channels for these systems.
Orbcomm will continue to operate in the 149.81-149.9 MHz band with only VITA, as
authorized in the first processing round.
     iii.  Sharing the 149.95-150.05 MHz band
 65. We will authorize System 1 to use the 149.95-150 MHz portion and System 2 to
use the 150-150.05 MHz portion of the band, respectively for feeder links.  As discussed,
Orbcomm will continue to operate its feeder links in the 149.585-149.635 MHz band,
however, if System 2 relocates its feeder uplinks to another frequency band in the future,
Orbcomm shall relocate its feeder uplinks into the 150-150.05 MHz band.  Applicants
generally sought 50 kHz or less of spectrum for their feeder links, and we have no reason to
believe that more spectrum is necessary for feeder link use.  Based on the requests of
existing licensees and applicants, we believe that 50 kHz of spectrum will be sufficient for
feeder uplink operations.  Given that land-based gateways will be the primary users of feeder
link spectrum, the 149.90-150.05 MHz band is best used for feeder links because it is
allocated worldwide and useable only for land MSS, not aeronautical or maritime MSS.
We agree with the commenters that sharing feeder uplinks among multiple Little LEO
systems in the band would result in harmful interference to existing users and disrupt their
ability to use feeder link spectrum continuously.
 66. The 149.90-150.05 MHz band is restricted to land MSS use, not maritime or
aeronautical MSS, and we believe the Russian satellite system, TSYKADA, is currently
providing RNSS in the band.  The 149.90-150.05 MHz band is also subject to ITU Radio
Regulation S5.220 which provides that land MSS shall not constrain the development and use
of the RNSS service in the same band.  Therefore, System 1 and System 2 are required to
coordinate the use of this band with RNSS systems worldwide.  We do not have substantial
information concerning the RNSS systems that are currently or will be operating in the
149.90-150.05 MHz band.  As is general policy, the Commission will undertake coordination
of commercial satellite systems operating in this band.
     b.  Downlink Band for Systems 1, 2 and VITA (400.15-401 MHz)
 67. In the 400.15-401 MHz downlink band, System 1 shall operate in the 400.15-
400.505 MHz and 400.645-401 MHz portions of the band.  In the future, the DoD expects to
operate its DMSP system in the 400.15-400.505 MHz and 400.645-401 MHz portion of the
band and System 1 shall time-share this spectrum with the DoD DMSP system.  DoD opposes
time-sharing with more than one Little LEO system operating in the 400.15-401 MHz
downlink band because of the increased risk of unacceptable interference into its DMSP
system and due to the absence of international acceptance of the time-sharing methodology.
In order to avoid interference and any capacity loss to the DoD system, System 1 must time-
share the band with DoD by employing frequency hopping or other time-sharing techniques.
 68. DoD is expected to merge its DMSP system with NOAA's meteorological satellite
("MetSat") system .  Beginning in 1998, NOAA will be responsible for "on orbit" operations
of the DMSP system, and NOAA will assume all command and control functions for the
DMSP system by 2007.  Our use of the terms "NOAA" and "DoD" in this Report and Order
incorporates the separate systems operated by NOAA and DoD as well as the system resulting
from NOAA's responsibility for DoD's "on orbit" operations.
 69. Time-sharing will require System 1's satellites to avoid transmitting into the region
on the Earth's surface into which the DoD satellites are then transmitting (the "protection
area").  DoD plans to operate a satellite system worldwide that could consist of up to five
satellites in the 400.15-400.505 MHz and the 400.645-401 MHz bands.  VITA, System 2, and
S80-1 will operate in the center portions of the 400.15-401 MHz band.  System 1 will
operate in the 400.15-400.505 and 400.645-401 MHz parts of the band and must coordinate
with and avoid causing harmful interference to DoD's use of these frequency bands.
 70. As stated in the Notice, we estimate that when DoD's five satellite system is
operational a user in Washington, D.C. will have access to the system no more than  15.5
percent of the time, or approximately 4 hours per day.  Under a time-sharing scheme, a
large portion of the remaining 84.5 percent of the time, or approximately 20 hours per day,
System 1 could operate in the DoD frequencies.
 71. If  System 1 were to employ frequency hopping, for example, the time that System
1 would be available to its customers would increase.  Under a frequency hopping scheme,
when a DoD satellite is using the 400.15-400.505 MHz band to transmit to a particular
region, System 1 would cease transmitting to that region and would switch to the 400.645-401
MHz sub-band, not being used by DoD, before continuing its transmissions to that region.
We recognize that not all second round applicants may be capable of employing the frequency
hopping technique.  Therefore, we will not mandate that System 1 use frequency hopping.
However, we do believe that frequency hopping uses the limited amount of spectrum most
efficiently, and we encourage second round applicants to incorporate this technique into their
system design.
 72. We do not assign specific feeder links in the 400.15-401 MHz downlink band to
System 1.  We will allow System 1 and DoD to retain the flexibility to coordinate feeder link
spectrum.  Because of the requirement for System 1 to time-share with DoD the use of
channels in this band, System 1 will not be able to have a single dedicated feeder link
channel in the 400.15-401 MHz band.  However, if System 1 employs both time-sharing and
frequency hopping techniques, we expect that it will be able to access enough spectrum to
transmit feeder link information on a relatively continuous basis.
 73. Given the significant national security interests involved, we emphasize that
System 1's operations in the 400.15-401 MHz band must avoid causing harmful interference
into the DoD system worldwide.  To protect the DoD system, if System 1 is causing
unacceptable interference to the DoD system, the Commission will require that System 1
immediately terminate its interfering operations, wherever located, and the Commission will
not hesitate to impose sanctions on System 1, including monetary forfeitures and license
revocations, if appropriate.  If NTIA notifies the Commission that DoD is receiving
unacceptable interference from System 1, we will require that System 1 terminate its
interfering operations immediately unless it demonstrates to our satisfaction, and that of
NTIA, that it is not responsible for causing harmful interference into the DoD system.  If
System 1 operates in the 400.15-401 MHz band, System 1 assumes the risk of any liability or
damage that it and its directors, officers, employees, affiliates, agents and subcontractors may
incur or suffer in connection with an interruption of its NVNG MSS service, in whole or in
part, arising from or relating to its compliance or noncompliance with this condition.
 74.  Also in the 400.15-401 MHz downlink band, we will assign the 400.505-400.5517
MHz and 400.5983-400.645 MHz portions of the band to System 2.  DoD is not authorized to
operate in these portions of the band.  System 2 will be required to time-share the 400.505-
400.5517 MHz band with VITA, an existing authorized user.  System 2 will also operate in
the 400.5983-400.645 MHz band on a time-shared basis with VITA's satellite applied for in
the second processing round if VITA's satellite is authorized by the Commission.  As
discussed, GE-Starsys has returned its first round authorization to the Commission, including
use of this spectrum, and the Commission will use the 400.5983-400.645 MHz portion of that
spectrum to accommodate System 2 and VITA.  In the event that System 2's authorization
to operate in the 400.505-400.5517 MHz and/or 400.5983-400.645 MHz bands is returned to
the Commission, terminated by the Commission, or System 2 notifies the Commission that it
is discontinuing use of this spectrum, upon written request to the Commission, System 1 will
be permitted to operate in either or both of these bands outside of a processing round to the
same extent and under the same conditions that  System 2 was permitted to operate in the
bands.  The S80-1 system is coordinated to operate in the adjacent spectrum, the 400.5517-
400.5983 MHz band.  Because of this coordination, this spectrum is not available for
assignment to System 2 in this second processing round.  However, upon System 2's written
request, we shall initiate a communication to the Government of France requesting permission
for System 2 to operate in the 400.5517-400.5983 MHz band until the time the S80-1 system
commences operations in this spectrum.  If  System 2's authorization to operate in the
400.5517-400.5983 MHz band is returned to the Commission, terminated by the Commission,
or System 2 notifies the Commission that it is discontinuing use of this spectrum, upon
written request to the Commission, System 1 will be permitted to operate in this band outside
of a processing round, subject to the same conditions imposed upon System 2, to the extent
and under the same conditions that System 2 was permitted to operate in this spectrum.  As is
general policy, the Commission will undertake coordination of commercial satellite system
operations in this band.
 75. VITA may operate one satellite applied for in the second processing round in the
400.5983-400.645 MHz band on a time-shared basis with System 2 if the Commission
authorizes the VITA satellite in the second processing round.  Prior to launch of VITA's
second round satellite, System 2 will have primary use of the 400.5983-400.645 MHz band.
The spectrum assigned to VITA in our spectrum sharing plan approximates the amount of
downlink spectrum relinquished by VITA to the S80-1 system in prior coordination
negotiations and when this spectrum is added to VITA's existing authorization in the 400.505-
400.5517 MHz band will approximate the amount of uplink spectrum VITA is currently
authorized to operate in.
     c.  Downlink Band (137-138 MHz)
 76. In the 137-138 MHz downlink band, System 1 will operate in the 137-137.025
MHz band.  Due to the concerns about Little LEO user terminal emissions causing
interference to civil and military aeronautical safety and navigational communications
expressed in the Negotiated Rulemaking Report, this 25 kHz of spectrum is most useful for
gateway feeder links, not service downlinks.  System 1 will be required to coordinate its
use of this 25 kHz of spectrum with the S80-1 system.  In the event that System 1's
authorization to operate in the 137-137.025 MHz band is returned to the Commission,
terminated by the Commission, or System 1 notifies the Commission that it is discontinuing
use of this spectrum, upon written request to the Commission, System 2 will be permitted to
operate in this band outside of a processing round to the same extent and under the same
conditions that  System 1 was permitted to operate in the band.
 77. In order to avoid interference to and any capacity loss by the NOAA MetSat
system, System 2 will be required to time-share the 137.025-137.175 MHz and 137.825-138
MHz bands (the "NOAA bands") and the 137.333-137.367 MHz, 137.475-137.525 MHz,
137.595-137.645 MHz, 137.753-137.787 MHz bands (the "NOAA channels") with NOAA
in a manner consistent with NOAA's implementation of the NOAA bands and the NOAA
channels.  NOAA opposes time-sharing with more than one Little LEO system because
insufficient technical studies have been conducted to provide assurance that such time-sharing
will not cause harmful interference into the NOAA system.  System 2 shall also operate in
the 137.367-137.4125 MHz band adjacent to one of the NOAA channels and will time-share
the 137.375-137.4125 MHz portion of this band, subject to coordination with the Russian
METEOR system.  Because System 2 will be sharing the 137-138 MHz band with several
other systems, System 2's use of this band must be coordinated with System 3 consistent with
the arrangement between GE-Starsys and NOAA, with the S80-1 system and with Orbcomm
with respect to sharing adjacent channels.
 78. Two CDMA systems, System 3 and the S80-1 system, in addition to Orbcomm and
the Russian METEOR system, are also expected to operate in the 137-138 MHz band.
System 3 will also operate in the 137.0725-137.9275 MHz portion of this band.  System 3
will be required to coordinate its system and avoid causing harmful interference to all existing
users of the 137-138 MHz band.
 79. Orbcomm is currently operating in the 137-138 MHz band in the spectrum adjacent
to the NOAA channels.  Subject to the Commission's approval of Orbcomm's pending
modification request, Orbcomm shall operate in the 137.175-137.3275 MHz, 137.4225-
137.4725 MHz, 137.535-137.585 MHz, 137.65-137.75 MHz and 137.7875-137.8125 MHz
bands not being used by NOAA or System 2.  Orbcomm shall time-share the 137.275-137.325
MHz band, subject to coordination with the Russian METEOR system.  Orbcomm shall
coordinate its use of this spectrum with adjacent channels belonging to System 3 and other
existing users in these bands.  As is general policy, the Commission will undertake any
coordination of this band with foreign administrations for all United States licensed
commercial operators in this band.
 80. NOAA has an agreement with the European Meteorological Satellite Organization
("Eumetsat") for the operation of a polar orbiting meteorological satellite in conjunction with
NOAA's system in the NOAA bands.  The Eumetsat system may begin operations as early as
2003.  Our use of the term NOAA in this Report and Order incorporates any operations
resulting from the agreement with Eumetsat.
     i.  Channels for Orbcomm
 81. In the Notice, we stated that NOAA and Orbcomm had been coordinating
Orbcomm's use of the 137-138 MHz band to prevent causing harmful interference into the
NOAA system and that Orbcomm might have to migrate its operations from the 137.1850-
137.2375 MHz sub-bands to two of the NOAA channels, specifically the 137.333-137.367
MHz and the 137.753-137.787 MHz channels.  We understand that Orbcomm and NOAA
will be able to coordinate any interference to the NOAA system caused by Orbcomm and that
Orbcomm will not be required to move its operations in the 137.1850-137.2375 MHz sub-
band to the NOAA channels.  This should also address the commenters' opposition to
Orbcomm's migration to the NOAA channels.
     ii.  Time-Sharing with NOAA
 82. System 2 will be required to time-share both the NOAA channels and the NOAA
bands consistent with NOAA's implementation of the NOAA channels and the NOAA bands.
As discussed in the Notice, NOAA will continue operating its existing polar satellite MetSat
system in the NOAA channels until the satellites become inoperable.  Between 2006 and
2009, NOAA plans to commence MetSat operations in the NOAA bands.  During this
period, we expect NOAA to vacate two of the NOAA channels, the 137.485-137.515 MHz
and 137.605-137.635 MHz bands (the "NOAA APT channels").  NOAA, however, has
expressed a continuing need for transmission of data using the 137.333-137.367 MHz and
137.753-137.787 MHz frequencies in the NOAA channels (the "NOAA TIP channels") until
approximately the year 2012, when service in the NOAA TIP channels will no longer be
supported by MetSat satellites.  Thus, System 2 will have time-shared use of the four
NOAA channels until between 2006 and 2009 --- when NOAA vacates the NOAA APT
channels.  After such time, System 2 will no longer be required to time-share the NOAA APT
channels with NOAA but will continue time-sharing the NOAA TIP channels with NOAA
until approximately 2012 --- when NOAA ceases service in the NOAA TIP channels.  After
approximately 2012, System 2 will have no longer be required to time-share the NOAA
channels and will operate in this spectrum along with other primary allocated services.
 83. The NOAA bands are allocated on a secondary basis to MSS.  Thus, MSS
operations in the NOAA bands shall not cause harmful interference to NOAA MetSat systems
nor can they claim protection from unacceptable interference received from NOAA MetSat
systems operating in the NOAA bands.  Our understanding is that NOAA intends to
implement a three satellite MetSat system in the NOAA bands between 2003 and 2006.
However, Eumetsat may implement its system as early as 2003.  Therefore, System 2's use of
the NOAA bands must be on a secondary time-shared basis with the Eumetsat system, future
NOAA or other MetSat satellites.
 84. Time-sharing offers an efficient means of using the NOAA channels and the
NOAA bands.  Because the NOAA system is currently operating two satellites in the NOAA
channels, we anticipate that the MetSat users could access the NOAA system between 7.6 and
18.4 percent of the time.  We also anticipate that System 2 can use a large portion of the
remaining time for the provision of Little LEO services.  If NOAA implements a three
satellite system in the NOAA bands, we calculate that System 2 initially will be able to use
the NOAA bands for a large portion of the 84.5 percent of the time that it is available.  As
additional MetSat systems become operational in the NOAA bands, the time available for
System 2 to use the NOAA bands will decrease.  If System 2 were to employ frequency
hopping in combination with time-sharing, its ability to access vacant frequencies in the
NOAA channels and the NOAA bands would increase significantly.  Frequency hopping
would detect those frequencies in the NOAA channels and the NOAA bands in use and would
switch System 2's transmissions to a frequency not being used by NOAA.  Again, because not
all second round applicants may be capable of employing this technique, we will not mandate
the use of frequency hopping.  However, frequency hopping uses the limited amount of
spectrum most efficiently and we encourage second round systems to incorporate it into their
system design.
 85. Our spectrum sharing plan enables System 3 to operate a spread-spectrum CDMA
system across the entire 137-138 MHz band.  As GE-Starsys commented, operation of
System 2 in the NOAA channels could severely increase the unacceptable interference to a
CDMA system operating in the band in the same geographic areas.  Thus, when operating
in NOAA channels close to System 3's 137.5 MHz centerline frequency, System 2 will likely
have to reduce its power to avoid causing harmful interference into System 3's CDMA system
operating in the band.   In light of the potential for harmful interference to System 3, prior
to commencing operation, System 2 will be required to complete frequency coordination of its
downlink operations with System 3 in the 137-138 MHz downlink band.
 86.  We will not assign specific feeder link spectrum in the 137-138 MHz downlink
band.  We will allow System 2 the flexibility to coordinate such spectrum with  NOAA,
Orbcomm, System 3 and the other users of the band.  For the reasons previously discussed,
Little LEO systems typically require continuous use of 50 kHz of feeder link spectrum.  Due
to the scarcity of spectrum in the band, System 2 may initially have to time-share its feeder
links with NOAA.  Once NOAA vacates the NOAA channels, System 2 will have continuous
use of the NOAA channels, which should reduce the interference into System 3's system.
 87.  We recognize that there are numerous satellite systems operating or scheduled to
operate in the 137-138 MHz band.  NOAA's migration of its MetSat operations from the
NOAA APT channels to the NOAA bands between 2006 and 2009 and from the NOAA TIP
channels to the NOAA bands by approximately 2012 --- when service in the NOAA TIP
channels is no longer supported by the MetSat satellites --- will relieve congestion in this
band freeing spectrum for use by System 2.  Thus, we conclude that one additional Little
LEO system can time-share with NOAA in the NOAA channels and the NOAA bands in the
137-138 MHz downlink band through the use of time-sharing and frequency hopping
techniques.
 88.  Given the significant national interests involved, we emphasize that System 2's
operations in the 137-138 MHz band must avoid causing harmful interference into the NOAA
system worldwide.  To protect the NOAA system, if System 2 is causing unacceptable
interference to the NOAA system, the Commission will require that System 2 immediately
terminate its interfering operations, wherever located, and we will not hesitate to impose
sanctions on a licensee, including monetary forfeitures and license revocations, if appropriate.
If NTIA notifies the Commission that NOAA is receiving unacceptable interference from
System 2, we will require System 2 to terminate its interfering operations immediately unless
it demonstrates to our satisfaction, and that of NTIA, that it is not responsible for causing
harmful interference into the NOAA system.  System 2 assumes the risk of any liability or
damage that it and its directors, officers, employees, affiliates, agents and subcontractors may
incur or suffer in connection with an interruption of its NVNG MSS service, in whole or in
part, arising from or relating to its compliance or noncompliance with this condition.
 89.  GE-Starsys's return of its first round authorization makes the 137.0725-137.9275
MHz spectrum available to a system with similar transmission characteristics.  We conclude
that use of this returned spectrum in the Little LEO second application processing round is in
the public interest.  We assign this spectrum to System 3.  System 3 will be required to be
a CDMA system in order to avoid causing harmful interference into NOAA's system,
Orbcomm's system and the other authorized users in the band and to comply with NOAA's
requirement that it will time-share with only one narrow-band Little LEO system in the
NOAA channels and NOAA bands.
 90.  As discussed, Section 309(j)(6)(E) of the Communications Act of 1934, as
amended, provides that the Commission has an obligation in the public interest to use
engineering solutions, negotiation, threshold qualifications, service regulations, and other
means in order to avoid mutual exclusivity in application and licensing proceedings.
Without use of the spectrum returned to the Commission by GE-Starsys, the available
spectrum is insufficient to accommodate the remaining Little LEO second processing round
applicants.  The second round applicants have relied upon the use of this spectrum in
developing their mutually agreed upon spectrum sharing plan submitted to the Commission.
Accordingly, we find that use of this spectrum in the second processing round is in the public
interest because it permits the licensing of all qualified second round applicants on an
expedited basis and avoids mutual exclusivity among applicants.  More Little LEO licensees
will promote competition in the Little LEO service markets, create incentives for rapid service
delivery and innovation among Little LEO licensees and is likely to result in reasonably
priced Little LEO services for consumers.  These are the primary goals of this second
application processing round proceeding.
 91.  Other parties with an interest in operating in the spectrum returned by GE-Starsys
have been on notice that all spectrum in these frequency bands was being considered for
assignment of Little LEO licenses since the time we issued our Public Notice announcing the
commencement of the second application processing round and no later than our subsequent
Notice.  At those times it was foreseeable that an existing Little LEO licensee, such a GE-
Starsys, could return its spectrum to the Commission for reassignment in the second
application processing round.  Thus, public notice was given of our proposed use of this
spectrum for Little LEO service in the second application processing round.
 d.   Time-Sharing with VITA, DoD and NOAA
 92.  In the Notice, we proposed that Little LEO systems time-share spectrum with DoD,
NOAA and VITA.  Time-sharing effectively allows System 1 to share the 400.15-401 MHz
band with DoD and System 2 to share the 137-138 MHz band with NOAA while ensuring
that neither the DoD nor NOAA systems experience unacceptable interference from  the
transmissions of System 1 and System 2, respectively.  VITA is currently authorized to
operate in the 400.505-400.5517 portion of the 400.15-401 MHz band and will operate in the
400.5983-400.645 MHz band under our spectrum sharing plan.  In order to avoid causing
harmful interference and any capacity loss to the VITA system, a System 2 licensee must
time-share this spectrum with VITA by employing frequency hopping or other time-sharing
techniques.  We anticipate that with one satellite in operation, a user at the equator will be
able to "see" the VITA satellite for approximately 3.7 percent of the time. Therefore, when
a VITA satellite is not visible, a System 2 licensee will have access to the VITA frequencies
for a large portion of the 96 percent of the time that it is available, or approximately 23 hours
per day.
 93.  Time-sharing requires that the satellites of System 1 and System 2 not transmit into
the regions beneath the DoD or NOAA satellites, the  protection areas,  on the same
frequency being used by the DoD or NOAA satellites.  Likewise, System 2 time-sharing the
400.505-400.5517 MHz and 400.5983-400.645 MHz bands with VITA will not transmit into
the VITA protection areas on the same frequency being used by the VITA satellite.  As the
DoD, NOAA and VITA satellites progress along their orbits, their protection areas will move
across the surface of the Earth beneath them.  The satellites of System 1 and System 2 must
track these moving protection areas worldwide and, if they enter a protection area, System 1
and System 2 must cease their satellite transmissions or transmit on a frequency different
from the frequencies being used by the DoD, NOAA or VITA satellites in the protection area.
 94.  In order to avoid transmitting into the protection areas of the DoD, NOAA and
VITA satellites, the satellites of System 1 and System 2 must know the precise location of
each DoD, NOAA and VITA satellite in its orbit at any given time.   System 1 and System 2
must obtain ephemeris data and use an elevation angle of five degrees in the 400.15-401 MHz
band and the NOAA channels and zero degrees in the NOAA bands to calculate the
protection area of the DoD, NOAA and VITA satellites.  To facilitate frequency-hopping,
System 1 and System 2 must know the frequency on which DoD, NOAA and VITA satellites
are transmitting at any given time.
 95.  In general, none of the commenters oppose the concept of time-sharing with
another satellite system.  Both DoD and NOAA, however, oppose time-sharing in their
respective downlink bands with multiple Little LEO systems.  Although CTA supports the
protection area concept, it suggests that sharing may be able to occur with DoD and NOAA
on a coordination basis without strictly implementing a time-sharing scheme.  Given the
important national security and government operational interests involved, we believe it is
necessary to establish a specific sharing scheme to protect the DoD and NOAA systems from
harmful interference caused by Little LEO systems authorized to operate in the same
frequency bands.
 96.  As stated in the Notice, the operators of System 1 and System 2 must designate
and identify a point of contact accessible 24 hours per day, seven days per week, authorized
to resolve or address in an expeditious manner anomalies or reports of interference while
time-sharing with DoD, NOAA or VITA.
 97.  The following discussion addresses specific time-sharing and operational
requirements as they pertain to DoD and NOAA.  However, we remind System 2 that time-
sharing techniques are required to avoid causing harmful interference to the VITA system in
the 400.15-401 MHz downlink band.  Although we will not mandate specific time-sharing
requirements with regard to VITA, we expect that System 2 will obtain ephemeris data from
VITA regularly and use an elevation angle of five degrees in computing the protection area
for VITA's satellites.  By not mandating these requirements, we afford VITA and System 2
the flexibility necessary to establish procedures appropriate for the operators of commercial
systems.
           i.  Transfer of Precision Data
 98.  In the Notice, we proposed that the Little LEO systems obtain information from
DoD and NOAA on a weekly basis or as often as necessary to avoid causing harmful
interference to the DoD and NOAA systems.  The gravitational forces of the Sun and
Moon, the non-spherical nature of the Earth, and the atmospheric drag affect the location of a
satellite in its orbit, thereby slightly altering the relevant ephemeris data over time.
Consequently, ephemeris data pertaining to DoD, NOAA and VITA satellites must be
uploaded to Little LEO satellites frequently to prevent them from accumulating erroneous
ephemeris data that could result in the identification of incorrect protection areas.  Therefore,
System 1 must periodically obtain ephemeris data from DoD and System 2 must obtain such
data from NOAA and VITA.
 99.    Commenters generally support the electronic transferral of ephemeris data on a
weekly basis.  LEO One points out that a weekly transfer of this data should ensure
sufficient accuracy for the operators of System 1 and System 2 to avoid DoD and NOAA
protection areas and that orbit propagators can adequately project ephemeris data seven to 10
days forward.  Accordingly, we will require System 1 and System 2 to obtain ephemeris
data from DoD and NOAA on at least a weekly basis in order to update their satellite
constellations unless the parties agree upon some other time interval.
 100.Because an electronic transfer can occur quickly and accurately, an electronic
transfer of data may be the most efficient means of transferring ephemeris data.  LEO One
notes that the information can be transferred by Internet as well as a direct modem to modem
telephone link.  Voice transfer is also feasible.  In order to prevent spoofing, a digital
signature and algorithm can be used to verify the message authenticity.  We do not know
what mode of transfer of ephemeris data is most appropriate for DoD and NOAA.  Therefore,
we will allow DoD, NOAA, System 1 and System 2, the flexibility to determine the most
appropriate means for transferring ephemeris data.
         ii.  Elevation Angle
 101.In the Notice, we proposed using a zero degree elevation angle to calculate the
protection areas for NOAA and DoD satellites in part based on a DoD requirement to operate
at low elevation angles in the future when new systems are deployed.  However, the
applicants comment that establishing a protection area with less than a five degree elevation
angle is beyond the functional requirements and performance limitations of MetSat systems.
We generally agree with the commenters and, therefore, we will require System 1 to use an
elevation angle of five degrees when calculating the protection areas of the DoD system in the
400.15-401 MHz band and System 2 to use an elevation angle of five degrees when
calculating the protection areas of the NOAA system in the NOAA channels, provided, that
System 1 and System 2 will cease their transmissions prior to their respective service area,
based on an elevation angle of zero degrees, overlapping a DoD or NOAA protection area.
Because NVNG MSS providers are required to operate on a non-interference basis to the
MetSat service in the NOAA bands, we will require that System 2 use an elevation angle of
zero degrees, or less if reasonably necessary, for calculating the NOAA protection area in the
NOAA bands, provided, that System 2 shall cease its transmissions prior to its service area,
based on an elevation angle of zero degrees, overlapping a NOAA protection area.
 102.LEO One points out that as a result of signal degradation due to atmospheric
refraction and multipath fading at low elevation angles, any data received by a MetSat user
located below an elevation angle of five degrees would be too flawed to be of value.
Further support for a five degree elevation angle can be found in a NOAA-OPQ study on the
MetSat spacecraft planned for operations in the NOAA bands.  The report states that user
terminals operating below a five degree minimum elevation angle will not be able to receive
the minimum required effective isotropic radiation power from the NOAA satellite.  In
addition, the performance and interference criteria adopted internationally for MetSat services
specify elevation angles of five degrees or higher.  Because the information received by a
user at a zero degree elevation angle is likely to be less accurate, there generally are no
functional requirements for a user to receive data from a MetSat at elevation angles below
five degrees.  Moreover, a requirement to protect a MetSat footprint below a five degree
elevation angle will unnecessarily decrease the availability of System 1 and System 2 to users
by as much as 10 percent.
 103.System 1 and System 2 will use an elevation angle of five degrees when
computing the protection areas of DoD satellites in the 400.15-401 MHz band and NOAA
satellites in the NOAA channels, respectively.  We have found no support domestically or
internationally for the premise that information transmitted from a satellite to an earth
terminal at an elevation angle below five degrees is sufficiently accurate for commercial or
governmental use.  Notwithstanding the preceding sentence, System 2 will use an elevation
angle of zero degrees, or less if reasonably necessary, in the NOAA bands to protect MetSat
receiving stations from receiving unnecessary interference from System 2.
     iii.Orbital Propagator Algorithms
 104.In the Notice, we proposed requiring Little LEO systems to provide a description
of the orbital propagator algorithm they expect to use with their system and stated that we
might specify use of a particular orbital propagator algorithm.  Little LEO systems will use
an orbital propagator algorithm to calculate the location, and hence, the protection area of a
satellite at any given time.  Based on the comments and our analysis, we will not specify a
particular orbital propagator algorithm to be used by System 1 and System 2, but we will
require that System 1 and System 2 use an orbital propagator algorithm with an accuracy
equal to or greater than the NORAD propagator used by NOAA.
 105.LEO One commented that an orbital propagator algorithm with a higher accuracy
than NORAD should be specified.  LEO One notes that the advantage of using an orbital
propagator algorithm more accurate than NORAD is that the satellite orbit can be projected
more accurately, and thus, for a longer period of time.  We agree that Little LEO systems can
achieve an appropriately high level of accuracy with different orbital propagator algorithms.
Therefore, we will require that each second round licensee use an orbital propagator algorithm
with an accuracy equal to or greater than the NORAD propagator used by NOAA.  We also
expect System 1 and System 2 operators to work with DoD and NOAA in selecting an
appropriate orbital propagator algorithm.
     iv. System 1:  Frequency Reset in Response to DoD Frequency Changes
 106.In the Notice, we stated that operational or logistical circumstances may require
DoD to alternate the frequency on which its satellites operate from the 400.15-400.505 MHz
band to the 400.645-401 MHz band, and vice versa, and to inform its user terminals
worldwide of the frequency change in less than 90 minutes.  In order to avoid causing
harmful interference to a DoD user terminal, we proposed in the Notice that a Little LEO
system planning to frequency hop in the 400.15-401 MHz band must be capable of
implementing DoD imposed frequency changes within 90 minutes.  LEO One and Final
Analysis comment that they cannot meet a 90 minute frequency change requirement for all of
their satellites without adding more ground command stations outside the United States.
Based on the comments and our technical analysis, initially we will require System 1 to be
able to change the frequency on which the satellites in its constellation are operating within
125 minutes of receiving notification from DoD of a frequency change in the 400.15-401
MHz downlink band.  Thereafter, as System 1 builds additional gateway earth stations around
the world, these additional gateway earth stations should enable System 1 to decrease the time
needed to implement a DoD frequency change.  System 1 shall notify the Commission
promptly of such licensee's capability to implement a frequency change in less than 125
minutes and shall use its best efforts to decrease to 90 minutes the time needed to change the
frequency on which the satellites in its constellation are operating after receiving notification
from DoD of a frequency change in the 400.15-401 MHz uplink band.
 107.From time to time DoD changes the frequencies used by its satellite systems for
national security and other reasons.  Unacceptable interference to a DoD user terminal will
occur if a Little LEO satellite transmits into a DoD protection area on the same frequency a
DoD satellite is using to transmit into the DoD protection area.  A Little LEO satellite can
avoid causing harmful interference into a DoD user terminal by not transmitting into a DoD
protection area or by transmitting into the DoD protection area on a different frequency than
that being used by a DoD satellite.  If the Little LEO system satellite chooses to transmit into
a protection area, it must know the frequency on which the DoD satellites are operating and
be able to change the frequency on which it is operating whenever the DoD satellite changes
its frequency.
 108.Due to the design of the Little LEO systems, we estimate that all of the second
round applicants would be capable of resetting their satellite and user terminal frequencies
within 125 minutes.  The orbital period for each of the proposed second processing round
systems is approximately 104 minutes for LEO One; 111 minutes for E-Sat; and 105 minutes
for Final Analysis.  LEO One commented that an additional 10-15 minutes is needed to
generate and transmit command streams to the appropriate command stations for uplinking to
its satellites.   Thus, adding the maximum orbital period of the Little LEO systems (111
minutes) to the time required to generate and distribute command streams to the satellites (10-
15 minutes) indicates that a frequency change could be implemented by System 1 in
approximately 125 minutes.
 109.We fully support protection of the DoD system and we recognize that System 1
may be able to reduce its frequency change implementation time by designing its system to
locate additional gateway earth stations outside of the United States.  LEO One's system does
not envision locating any gateway earth stations outside of the United States and Final
Analysis indicates that meeting a 90 minute reset requirement would require additional
operations team support and construction of up to six additional gateway earth stations
thereby increasing the cost of its system.  Keeping such stations properly staffed and trained
may be difficult in light of a gateway earth station's infrequent operations.  More importantly,
this would require System 1 to provide the access codes to its satellites to more parties in
foreign countries.  Because access to these codes allows control of the command functions of
the satellite, including the ephemeris data relating to DoD satellites, it is prudent that they be
guarded carefully.  However, if System 1 adds gateway earth stations outside of North and
South America, it shall use its best efforts to decrease to 90 minutes the time required to
change the frequency on which the satellites in its constellation are operating in the 400.15-
401 MHz uplink band after receiving notification from DoD of a frequency change.  System 1
shall notify NTIA and the Commission promptly of any decrease in the time required for such
licensee to change the frequency on which the satellites in its constellation are operating in
the 400.15-401 MHz uplink band.
 110.In order for System 1 to achieve frequency reset within 125 minutes,  gateway
earth stations will be required to be established outside of the United States.  We believe that
minimizing the number of gateway earth stations worldwide by establishing a "north-south
fence" offers the best means of effectively implementing a DoD imposed frequency change.
The "north-south fence" would require System 1 to locate command stations in North and
South America.  This would minimize the number of gateway earth stations outside of the
United States and the additional costs of system design and enable System 1 to achieve
frequency reset within 125 minutes.  In support of the "north-south fence" proposal, LEO One
contends that after approximately 55 minutes, more than half of the satellites in a
constellation will have received a command to switch frequencies.  And, after 104  minutes
all satellites have been commanded to new frequencies.
 111.In order to ensure Little LEO systems can implement a frequency change, we
proposed in the Notice that at DoD's instruction, the Little LEO system operator be required
to test, up to four times a year, the ability of its system to implement a DoD frequency
change.  In response, commenters stated that this requirement is excessive and
unnecessary.  We agree with the commenters that requiring a test or demonstration four
times a year is excessive.  System 1 operating on a frequency hopping basis will implement
DoD frequency changes in the course of its operations and any problems would be readily
apparent to both DoD and System 1.  Once System 1 successfully demonstrates to DoD that
its system is able to implement DoD frequency changes, however, we will require System 1
to demonstrate its capability to implement the DoD frequency change only once per year
thereafter at the instruction of DoD.  LEO One also requests that the demonstrations occur
during off-peak hours.  We find that this is a reasonable request and will achieve the same
objectives of ensuring that System 1 can frequency hop without interfering with DoD's
system.  It will also ensure that System 1 will be able to serve its customers without
interruptions in its service.  Therefore, such demonstrations shall be conducted during off-
peak hours as determined by the operator of System 1.   System 1 must coordinate with DoD
in establishing a plan for such a demonstration.  In the event that System 1 fails to
demonstrate to DoD that it is capable of implementing a DoD frequency change in accordance
with a demonstration plan established by DoD and the operator of System 1, upon our receipt
of a written notification from NTIA describing such failure, we shall impose additional
conditions or requirements on System 1's authorization as may be necessary to protect DoD
operations in the 400.15-401 MHz downlink band until we are notified by NTIA that System
1 has successfully demonstrated its ability to implement a DoD frequency change.  We
delegate authority to the International Bureau to impose such conditions or requirements in
System 1's authorization and to take all steps necessary to enforce these conditions and
requirements.
     v.  72 Hour Reset Signal
 112.Also in the Notice, we proposed requiring a Little LEO satellite to automatically
cease transmissions in the 137-138 MHz and 400.15 -401 MHz bands if the satellite does not
receive a valid reset signal from a Little LEO gateway station within 48 hours.   The
rationale for this requirement is to ensure that each Little LEO satellite is functioning properly
and to avoid causing harmful interference into the DoD or NOAA satellite systems in the
event of a satellite malfunction.  Commenters found this requirement to be unnecessary and
disruptive.  For example, Final Analysis indicated that it already had several layers of
protection against a failed-on condition, including, but not limited to, on-board computers that
cease all transmitter (and other) operations when a satellite experiences a low-voltage
condition.  LEO One comments that there is no need for a 48 hour reset signal because the
probability of any satellite in its constellation becoming a rogue interferer is less than
5 x 10 -8 in five years.
 113.In order for time-sharing to work properly, the DoD and NOAA systems must be
protected from harmful interference caused by transmissions from a malfunctioning satellite in
the System 1 or System 2 constellations.  However, we agree with the commenters that the 48
hour reset signal requirement may be unduly burdensome and that the proposed requirement
should be relaxed.  Accordingly, we will require that System 1 and System 2 be designed so
that their satellites have a turn-off switch that automatically turns off the satellite and ceases
satellite transmissions if after 72 consecutive hours no reset signal is received and verified by
the satellite.  Each licensed satellite in their constellations shall be capable of instantaneous
shutdown on any sub-band upon command from System 1's or System 2's , as the case may
be, gateway earth station.  We encourage satellite system designers to incorporate other
appropriate fail-safe measures into the satellite system design, for example, on-board
computers that cease all transmitter (and other) operations when a satellite experiences a low-
voltage condition.
 3.  Operation of a CDMA System
     114.In the Notice, we concluded that sufficient spectrum exists to license additional
Little LEO systems in the second processing round if such systems use, among other things,
appropriate transmission techniques.  The sharing plan agreed to by Orbcomm, GE-Starsys
and VITA in the first processing round also concluded that additional systems could be
accommodated by using CDMA and FDMA transmission techniques.  In the second
processing round, E-Sat proposes a CDMA system asserting that it would operate
transparently and not cause harmful interference to other systems in the uplink and downlink
bands.  Both CTA and GE-Starsys agree that a CDMA system could be accommodated in
the bands, subject to successful coordination with existing users.   In addition, the second
round applicants have included E-Sat's CDMA system as System 3 in their spectrum sharing
plan filed with the Commission.  Particularly in light of GE-Starsys's return of its
authorized spectrum in the 148-150.05 MHz, 400.15-401 MHz and 137-138 MHz frequency
bands to the Commission, we agree with the commenters that a CDMA system similar to the
GE-Starsys system can be accommodated in the vacated GE-Starsys spectrum.  Accordingly,
System 3 in our spectrum sharing plan adopted in this Report and Order can be a CDMA
system.
 4.  Industry Spectrum Sharing Plans
 115.Initially LEO One proposed the A/B plan in which LEO One, CTA, E-Sat and
Final Analysis share the limited uplink and downlink spectrum (the "LEO One Proposal")
and six of the eight original second processing round applicants jointly proposed a different
plan, the X/Y plan, in which they would share the uplink and downlink spectrum among their
proposed systems (the "Six-Party Proposal").  After review of these two proposals, we find
that it is not technically feasible to accommodate more than two new Little LEO systems in
the available uplink and downlink spectrum without causing degradation to the DoD, NOAA
and existing Little LEO licensees' systems operations.  Moreover, these proposals were
unacceptable because they would require DoD and/or NOAA to time-share with multiple
Little LEO licensees, which DoD and NOAA have rejected.  The spectrum sharing plan
proposed by the second round applicants in the Joint Proposal effectively supersedes the
LEO One Proposal and the Six-Party Proposal previously submitted by the second round
applicants.  We agree with the second round applicants that the spectrum sharing plan they
propose in the Joint Proposal is a technically workable band plan.  Consequently, that plan
forms the basis for the spectrum sharing plan that we adopt in this Report and Order.
 5.  Virtual Constellation
 116.Consistent with comments and our statements in the Notice, we would likely
sanction an agreement by all parties to share the spectrum but will not mandate that
applicants participate in such a sharing arrangement.  Therefore, we will not mandate that
the parties participate in a "Virtual Constellation" system as proposed by Final Analysis.
 117.A Virtual Constellation system involves licensing all applicants to operate over the
entire available spectrum, with each applicant operating a small number of technically
compatible satellites.  Although the satellites would be independently owned and operated,
there would be some joint operations to facilitate spectrum sharing.
 118.Commenters do not support our requiring a Virtual Constellation system.  CTA
argues that compelling companies with different goals and interests to join together in using
the same facilities to provide Little LEO service would result in either outright system failure
or a system compromised to the point of marginality.  LEO One argues that a Virtual
Constellation system would have limited channel capacity and no assurance of obtaining
additional spectrum.  As Final Analysis notes, mandating a Virtual Constellation system
should be an act of last resort.  We agree and find that to mandate a Virtual Constellation
system given the technical constraints of the spectrum available to second processing round
applicants would be imprudent.
 6.  Set-Aside for Humanitarian Uses
 119.SatelLife, Inc. ("SatelLife"), in its comments, requests that we adopt a rule
requiring Little LEO licensees to set aside a portion of their capacity for humanitarian uses.
Although the Commission applauds the humanitarian work done by SatelLife, we decline to
adopt such a rule.
 120.SatelLife has an experimental authorization and is operating a satellite in the same
frequencies authorized for use by Orbcomm, VITA and System 2:  149.81-149.9 MHz and
400.505-400.5517 MHz bands.  SatelLife is an international not-for-profit organization which
uses a LEO satellite and computer network to provide low-cost, health-related communication
and information services in the developing world.  In the Notice, we proposed to license a
new system to use the VITA bands, and consistent with the terms of its authorization, stated
that SatelLife would have to terminate its experimental operations in the VITA bands prior to
the launch of any satellite by a second round licensee authorized to use the band.  Under
the Rules we adopt in this Report and Order, VITA will share its downlink spectrum with
System 2 and continue to share its uplink spectrum with Orbcomm under its first round
authorization.  Therefore, it will be necessary for SatelLife to vacate the spectrum when VITA
or System 2 launches an authorized Little LEO satellite.
 121.SatelLife argues that the Commission has established a set-aside for the Direct
Broadcast Service, and therefore, should do so for the Little LEO service.  We disagree.
C.   No Mutual Exclusivity
 122.In the Notice we proposed to conduct auctions to select a System licensee if there
are mutually exclusive applications for these licenses.  The spectrum sharing plan that we
adopt in this Report and Order avoids mutual exclusivity among the applicants.  Therefore, it
will not be necessary to conduct auctions to select a licensee from among mutually exclusive
applications.
D.   Unauthorized and Interfering Transmissions
 123.In the Notice, we requested comments regarding ways to prevent Little LEO user
terminals from making unauthorized transmissions and the costs of such methods.  One way
to prevent unauthorized transmissions is to require that Little LEO systems be able to
determine the location of a user terminal to ensure that the transmission is not originating
from an unauthorized location.  Commenters generally oppose this requirement because it
would result in significant additional cost.  In light of this assessment, we do not require the
first or second round Little LEO licensees to outfit their systems with position determination
equipment.  However, we continue to be concerned that users may operate mobile earth
terminals in countries in which they are unauthorized violating the country's sovereign rights
and possibly causing interference to authorized users of the spectrum.  Unauthorized
transmissions are a particularly difficult problem because Little LEO user terminals are
expected to be small, inexpensive and easily transportable.  Because Little LEO satellites in
orbit will be capable of seeing numerous countries around the globe, users may knowingly or
unknowingly operate their user terminals in a country where proper authorization has not been
obtained.
 124.The vast majority of commenters argue that in the Little LEO service, Doppler and
global positioning system ("GPS") are not viable position determination solutions for the
problem of unauthorized transmissions.   They argue that equipping Little LEO systems with
position determination equipment would diminish their competitive advantage of providing
low cost service.  In particular, commenters argue that adding position determination devices
to the user terminals would double their cost and require larger terminals and additional
battery power.  Commenters also argue that the use of Doppler will require the addition of
extensive software capability to the systems and multiple messages to determine the position
of the transmission.  Conducting position determination for every transmission would
consume a significant portion of each message and reduce a system's capacity for actually
carrying messages.  Orbcomm notes that both GPS and Doppler determinations have
notable time delays and limited accuracy.  Specifically, Orbcomm states that Doppler shift
calculations are accurate generally to about 600 to 1,000 meters and will take seven to 10
minutes to calculate the first fix while GPS takes two to seven minutes from a cold start and
accuracy is limited to 100 meters.
 125.Given the significant costs that would be imposed on Little LEO systems, we
decline, at this time, to require Little LEO systems to use GPS or Doppler.  We also note that
neither the ITU nor the European Union mandates a position determination requirement for
global satellite systems.  However, we will work closely with other countries when necessary
to ensure that United States Little LEO licensees operate appropriately, and we retain
jurisdiction over Little LEO licensees to ensure that they meet both their international
obligations and any national requirements imposed by other licensing administrations.  We
delegate authority to the International Bureau to take all necessary steps to enforce these
requirements and, if an effective response to unauthorized transmissions is found for the Little
LEO service, to establish relevant requirements and apply them retroactively to Little LEO
systems.
 126.The Affiliated American Railroads comment that the comments of the second
round applicants opposing equipping their systems with position determination capability are
at odds with their position taken at IWG-2A meetings where they supported such a
requirement to avoid interference with terrestrial fixed service stations.  The Affiliated
American Railroads are concerned that, without position determination capability, Little LEO
systems' uplink transmissions will interfere with railroad mobile relay stations, which have
similar characteristics to terrestrial fixed service stations.  No technical analysis supporting
this concern was submitted by the Affiliated American Railroads.  Without evidence that such
harmful interference is likely to result, we will not require Little LEO licensees to equip their
systems with position determination capability.
E.   Exclusive Arrangements with Foreign Countries
 127.We adopt our proposal prohibiting Little LEO licensees from entering into
exclusive arrangements with other countries concerning communications to and from the
United States.  The majority of commenters who addressed this issue support our
proposal.  An exclusive agreement may foreclose other Little LEO licensees from serving a
foreign market, providing global service, and competing effectively with other systems that
serve the United States.  This would undermine our objective of promoting competition in the
United States satellite service market.
 128.In opposition, CTA argues that Little LEO licensees should not be penalized for
the limited availability of spectrum by foregoing commercial opportunities in countries where
spectrum may be extremely limited.   Our intent is not to penalize licensees and we do not
believe that our policy will have such a result.  We recognize that spectrum coordination and
availability as well as market size and commercial opportunities in a particular country may
limit the number of systems that can serve that country.  We will not penalize the sole service
provider in a particular market if spectrum and market limitations prohibit another system
from entering and serving the particular market.  We do not expect a United States licensed
system to forego opportunities to serve markets based on the possibility that it may be the
only service provider in the market.
F.   Amended Applications
 129.In the Notice, we proposed to allow applicants to file amended applications on
December 16, 1996.  Several of the applicants requested that we defer the filing of
amended applications, and we deferred such filings until a date up to 30 days after the release
of this Report and Order.  In order to expedite the processing of amended applications and
second round licenses, we will require that amended applications be filed within 15 days after
the release of this Report and Order.  We find good cause to make this rule effective within
15 days after the release of this Report and Order.  We encourage second round applicants to
file their amended applications as soon as possible but no later than 15 days after release of
this Report and Order to expedite the processing of second round licenses.  Second round
applicants must apply for the system or spectrum they have agreed to operate in pursuant to
the Joint Proposal and the spectrum sharing plan that we adopt in this Report and Order.
After receipt of an applicant's amended application, the Commission will determine if such
applicant is technically and financially qualified for a license.  If an applicant is so qualified,
a license will be granted.  If an applicant fails to apply for the system or spectrum it has
agreed to operate in pursuant to the Joint Proposal or is not qualified for a second round
license, then the spectrum assigned to such applicant under our spectrum sharing plan will be
deemed available for reassignment by the Commission at a future date.
 130. As stated in the Notice, all amended applications must conform to Part 25 of our
Rules and will be accepted unconditionally if made to conform the application to the rules
and policies adopted in the Report and Order.  Final Analysis contends that amendments
that do not have any material impact on other systems should not be considered "major."
Section 25.116 of our Rules provides that if an amendment is deemed to be "major" and is
filed after the applicable "cut-off" date, the entire application will be considered a newly filed
as of the date of the amendment and subject to the public notice requirements of Section
25.151 of our Rules.  Since the cut-off date for filing applications in the second processing
round has passed, amended applications that constitute "major" amendments will not be
considered in this processing round.  Section 25.116 contains several exceptions, including
instances where the amendment resolves frequency conflicts with other pending applications,
but does not create new or increased frequency conflicts.
 131. Accordingly, only amendments that are necessary to bring an application into
conformance with any rules and policies that are adopted in this Report and Order will be
accepted unconditionally.  All other amendments will be treated under our existing Rules.
Thus, a change in the feeder or service link spectrum that a system will operate in to meet the
requirements imposed by our five-system spectrum sharing plan or a change in system
configuration necessary to comply with the 125 minute or less frequency change requirement
for time-sharing the 400.15-401 MHz band with DoD would be permitted without affecting a
particular application's status in this processing group.  However, an amendment that
substantially alters an applicant's beneficial ownership or control or a change that is not
necessary to bring the application into conformance with our the rules adopted in this Report
and Order and which would increase frequency conflicts, such as a change from a CDMA to
a FDMA/TDMA transmission technique, would render the application a newly filed
application to be considered in a future processing group.
 132. An applicant's amended application must indicate which system or spectrum the
applicant is applying for and the technical parameters of its system including, but not limited
to, the number of satellites in its system, the specific spectrum in which it will operate feeder
and service links as well as the channel size and number of the same, and the operational
protocols and descriptions of its proposed time-sharing techniques, including information
about the methods they would use to avoid unacceptable interference to United States
government systems, existing Little LEO licensees and other authorized systems operating in
the same spectrum.  We ask also that applicants describe in detail the strategies they propose
to shift their operations in the 137-138 MHz frequency band from the NOAA bands to the
NOAA channels during the years 2000 to 2012.  If, upon review, the Commission believes
that it is feasible for the parties to coordinate successfully and a license is granted, we will
expect the parties to coordinate their systems in good faith.  The foregoing information
provided by the applicants in their amended applications will assist us in identifying potential
coordination conflicts with other applicants and authorized systems.
G.    Expectations of Future Spectrum
 133. Final Analysis requests that the Commission permit applicants to maintain their
applications on file for their full constellations even if certain aspects of their system
proposals cannot be fully implemented under a partial or interim license grant.  Available
spectrum for Little LEO service is scarce.  We had significant difficulty obtaining spectrum
for Little LEO service at WRC-95 and only uplink spectrum was allocated for the service.
We have no assurances that we will obtain additional spectrum for Little LEO service at
WRC-97.  Except with respect to a System 2 licensee, we emphasize that a second round
Little LEO licensee must be prepared to operate its entire system solely using the spectrum
being authorized in this Report and Order, without regard to additional WRC-95 and WRC-97
spectrum, if any, that it may be assigned in the future.
 134. We are concerned that if a second round Little LEO licensee builds and operates
its system with the expectation of obtaining additional spectrum in the future, and it is unable
to obtain such spectrum, then it may not continue to be financially viable and offer Little
LEO services to the public.  This would undermine our objectives of promoting competition
in the Little LEO service markets and fostering the rapid delivery of new and innovative
service to the public.  Therefore, except as noted with respect to System 2, we expect second
round Little LEO licensees to develop business plans that will accommodate the operation of
their system in the spectrum they are authorized to use in the first and second processing
rounds without any expectation of obtaining additional spectrum.  As a result, we will not
keep second round Little LEO system applications on file after we grant licenses in this
proceeding.
H.    Existing Rules
 135. Second round Little LEO systems are subject to our existing rules and policies
governing Little LEO system licensing and operation.  We will not require Little LEO
licensees to provide service on a common carrier basis.  Further, we will issue a ten-year
blanket operating license that authorizes (1) the Little LEO system space segment and
commences when the first LEO satellite in a new licensee's Little LEO system, or the first of
the additional LEO satellites covered by an existing Little LEO licensee's modification
request, is launched, (2) the replacement of such satellites as they are retired, (3) a filing
window for next generation system proposals, and (4) system implementation milestones.   A
second round Little LEO licensee will be required to obtain separate Commission
authorizations for the user terminals and gateways to be utilized in its Little LEO system.
                              IV.  CONCLUSION
 136. In this Report and Order, we adopt rules and policies that will allow the licensing
and operation of competitive NVNG MSS systems operating in the public interest.  Based on
the considerations discussed above, we believe the rules and policies set forth in this Report
and Order will best serve the public interest by making efficient use of finite spectrum and
orbital resources and promoting our goals of competition and rapid service development in
Little LEO service markets.
V. ORDERING CLAUSES
 137. Accordingly, IT IS ORDERED pursuant to Sections 1, 4, 303(r), and 309(j) of the
Communications Act of 1934, as amended, 47 U.S.C.  151, 154, 303(r), and 309(j), that
Part 25 of the Commission's Rules, 47 C.F.R. Part 25, and the Commission's policies are
amended as specified in this Report and Order.
 138. IT IS FURTHER ORDERED that second round applicants shall file amended
applications within 15 days after the release of this Report and Order.  We find good cause to
make this rule effective within 15 days after the release of this Report and Order.  This rule
will enable the five second round applicants to expedite the amendment of their second round
applications which have been pending for approximately three years.  This will enable the
Commission to expedite the processing of second round applications in order to issue licenses
to qualified applicants.  Continued delay in the processing of second round applications will
increase the headstarts already given to existing first round licensees and other providers of
competitive services.  Further delay in issuing second processing round licenses will
undermine the public interest by delaying the entry of new competitors in the markets for
Little LEO services.  Moreover, we find that good cause exists to waive additional notice and
comment upon this rule because it is unnecessary and contrary to the public interest.   This
rule has already been subject to notice and comment in this rulemaking proceeding and the
second round applicants that are directly affected by this rule are urging the Commission to
take prompt action in this Report and Order that will expedite the issuance of second round
licenses.  It would be contrary to the public interest for the Commission to delay further the
processing of second round applications now that the second round applicants have mutually
agreed upon a spectrum sharing plan and are urging the Commission to expedite the issuance
of second round licenses.
 139. The report required to be submitted to Congress pursuant to the Contract with
America Advancement Act of 1996, 5 U.S.C.  801 et seq., is set forth in Appendix C
attached hereto.
 140. The analysis required pursuant to the Regulatory Flexibility Act, 5 U.S.C.  604, is
set forth in Appendix D attached hereto.
 141. The Paperwork Reduction Act does not apply to the rules adopted herein because
such rules apply to less than 10 persons.
 142. Except for the rule requiring the filing of amended applications by second round
applicants within 15 days after the release of this Report and Order, IT IS FURTHER
ORDERED that amendments to Part 25 of the Commission's Rules, 47 C.F.R. Part 25, and
the Commission's policies, as specified in this Report and Order, WILL BECOME
EFFECTIVE no earlier than permitted under the Contract with America Advancement Act of
1996, 5 U.S.C.  801 et seq.
   FEDERAL COMMUNICATIONS COMMISSION
   William F. Caton
   Acting Secretary                                APPENDIX A
                      List of Parties Filing Comments
Comments
1  American Petroleum Institute
2  Association of American Railroads
3  CTA Commercial Systems, Inc.
4  Clean Caribbean Cooperative (LETTER)
5  Clean Casco Bay, Inc.
6  Clean Bay Incorporated
7  Clean Sound Cooperative (LETTER)
8  Clean Channel Association (LETTER)
9  Cook Inlet Spill Prevention
10 E-Sat, Inc.
11 Falcon Cable TV
12 Final Analysis Communication Services, Inc.
13 GE-STARSYS Global Positioning, Inc. & GE American Communications, Inc.
14 Gardner Environmental Services (LETTER)
15 Industrial Telecommunications Association, Inc.
16 Iridium LLC
17 L/Q Licensee, Inc.
18 Leo One USA Corporation (+ Erratum)
19 Lockheed Martin Corporation
20 Lowry Computer Products
21 Ministry of Posts Japan
22 Neverfail Bottle Water
23 Orbital Communications Corporation
24 Satellite, Inc.
25 Satellite Industry Association
26 Texaco (Letter)
27 Texas General Land Office
28 U.S. Oil & Refining, Inc.
29 Volunteers in Technical Assistance
Reply Comments
1  Affiliated American Railroads
2  American Petroleum Institute
3  Aurora Group (LETTER)
4  CTA Commercial Systems, Inc.
5  E-SAT, Inc.
6  Final Analysis Communication Services, Inc.
7  GE-STARSYS Global Positioning, Inc. & GE American Communications, Inc.
8  Leo One USA Corporation
9  Motorola
10 Orbital Communications Corporation  (REPLY AND LETTER)                                APPENDIX B
  Proposed Rule Amendments to 47 C.F.R. Part 25 of the Commission's Rules
Part 25 of the Commission's Rules and Regulations (Chapter I of Title 47 of the Code of
Federal Regulations) is proposed to be amended as follows:
1. The authority citation for Part 25 continues to read as follows:
Authority:  Secs. 25.101 to 25.601 issued under Sec. 4, 48 Stat. 1066, as amended; 47
U.S.C. 154.  Interpret or apply secs. 101-104, 76 Stat. 419-427; 47 U.S.C. 701-744; 47
U.S.C. 554.
PART 25-SATELLITE COMMUNICATIONS
2. The Table of Contents for Part 25 is amended by adding Sections 25.259 and 25.260 to
Subpart C:
* * * * *
Subpart C -- Technical Standards
* * * * *
Sec.
25.259  Time Sharing Between NOAA Meteorological Satellite Systems and Non-Voice,
        Non-Geostationary Satellite Systems in the 137-138 MHz band
25.260  Time Sharing Between DoD Meteorological Satellite Systems and Non-Voice,
        Non-Geostationary Satellite Systems in the 400.15-401 MHz band.
* * * * *
3.  Subsections 25.142 (d) and 25.142 (e) are added to Section 25.142 of Subpart B to read as
follows:
(d)  Prohibition of certain agreements.  No license shall be granted to any applicant for a
non-voice, non-geostationary mobile-satellite service system if that applicant, or any
companies controlling or controlled by the applicant, shall acquire or enjoy any right, for the
purpose of handling traffic to or from the United States, its territories or possessions, to
construct or operate space segment or earth stations in the non-voice, non-geosynchronous
mobile-satellite service, or to interchange traffic, which is denied to any other United States
company by reason of any concession, contract, understanding, or working arrangement to
which the licensee or any persons or companies controlling or controlled by the licensee are
parties.
(e)  Spectrum Priority.  (i) The non-voice, non-geosynchronous mobile-satellite service system
that is authorized in the second application processing round to operate in the 148-148.25
MHz, 148.75-148.855 MHz, 148.905-149.81 MHz and 150-150.05 MHz uplink frequency
bands and the 400.505-400.5517 MHz, 400.5983-400.645 MHz, 137.025-137.175 MHz,
137.333-137.4125 MHz, 137.475-137.525 MHz, 137.595-137.645 MHz, 137.753-137.787
MHz and 137.825-138 MHz downlink frequency bands (the "System 2 licensee") will have a
first priority to apply for and use a limited amount of downlink spectrum duly allocated
worldwide and domestically to the non-voice, non-geosynchronous mobile-satellite service by
the ITU, at WRC-97 or a subsequent World Radiocommunication Conference, and by the
Commission, respectively (the "Future Spectrum").   The System 2 licensee will be eligible to
apply for and use the first 210 kHz of Future Spectrum plus spectrum sufficient to account for
Doppler frequency shift in the Future Spectrum (the "Supplemental Spectrum") to implement
its non-voice, non-geosynchronous mobile-satellite service system.  The System 2 licensee's
application for and use of the Supplemental Spectrum is subject to the Commission's Rules
and policies, such reasonable operating conditions as may be imposed by the Commission,
and international spectrum coordination requirements.  For so long as the System 2 licensee is
permitted by the Government of France to operate in the 400.5517-400.5983 MHz band
coordinated with the French system S80-1, the Supplemental Spectrum shall be reduced to an
amount equivalent to 150 kHz of Future Spectrum plus spectrum sufficient to account for
Doppler frequency shift in the Future Spectrum.
   (ii)  The System 2 licensee's priority to apply for and use the Supplemental Spectrum is
conditioned on the System 2 licensee's compliance with the terms and conditions of its second
processing round authorization, including, but not limited to, its system construction, launch
and operation milestones, and any modifications thereto, and the Commission's Rules.  The
System 2 licensee's priority to apply for and use the Supplemental Spectrum shall
automatically terminate upon the occurrence of any of the following events:  (a) the System 2
licensee being permitted to operate in the Supplemental Spectrum; (b) the expiration or
revocation of the System 2 licensee's second processing round authorization; (c) the
discontinuance of use of the spectrum assigned to the System 2 licensee under its second
processing round authorization; or (d) the surrender of the System 2 licensee's second
processing round authorization to the Commission.
* * * * *
4.  The following definition is added to Section 25.201 of Subpart C to read as follows:
Protection Areas.  The geographic regions on the surface of the Earth where United States
Department of Defense ("DoD") meteorological satellite systems or National Oceanic and
Atmospheric Administration ("NOAA") meteorological satellite systems, or both such
systems, are receiving signals from low earth orbiting satellites.
* * * * *
5.  Sections 25.259 and 25. 260 are added to Subpart C to read as follows:
 25.259 Time Sharing Between NOAA Meteorological Satellite Systems and Non-Voice,
Non-Geostationary Satellite Systems in the 137-138 MHz band
(a)  A non-voice, non-geostationary mobile-satellite service system licensee ("NVNG
licensee") time-sharing spectrum in the 137-138 MHz frequency band shall not transmit
signals into the "protection areas" of National Oceanic and Atmospheric Administration
("NOAA") satellite systems.  When calculating the protection areas for a NOAA satellite in
the 137.333-137.367 MHz, 137.485-137.515 MHz, 137.605-137.635 MHz and 137.753-
137.787 MHz bands, a NVNG licensee shall use an earth station elevation angle of five
degrees towards the NOAA satellite and will cease its transmissions prior to the NVNG
licensee's service area, based on an elevation angle of zero degrees towards the NVNG
licensee's satellite, overlapping the NOAA protection area.  When calculating the protection
areas for a NOAA satellite in the 137.025-137.175 MHz and 137.825-138 MHz bands, a
NVNG licensee shall use an earth station elevation angle of zero degrees, or less if reasonably
necessary, towards the NOAA satellite and will cease its transmissions prior to the NVNG
licensee's service area, based on an elevation angle of zero degrees towards the NVNG
licensee's satellite, overlapping the NOAA protection area.  A NVNG licensee is responsible
for obtaining the necessary ephemeris data.  This information shall be updated system-wide
on at least a weekly basis.  A NVNG licensee shall use an orbital propagator algorithm with
an accuracy equal to or greater than the NORAD propagator used by NOAA.
(b)  A NVNG licensee time sharing spectrum in the 137-138 MHz band shall establish a 24-
hour per day contact person and telephone number so that claims of harmful interference into
NOAA earth station users and other operational issues can be reported and resolved
expeditiously.  This contact information shall be made available to NOAA or its designee.   If
the National Telecommunications and Information Administration ("NTIA") notifies the
Commission that NOAA is receiving unacceptable interference from a NVNG licensee, the
Commission will require such NVNG licensee to terminate its interfering operations
immediately unless it demonstrates to the Commission's reasonable satisfaction, and that of
NTIA, that it is not responsible for causing harmful interference into the worldwide NOAA
system.  A NVNG licensee assumes the risk of any liability or damage that it and its
directors, officers, employees, affiliates, agents and subcontractors may incur or suffer in
connection with an interruption of its non-voice, non-geostationary mobile-satellite service, in
whole or in part, arising from or relating to its compliance or noncompliance with the
requirements of this subsection (b).  The Commission will not hesitate to impose sanctions on
a NVNG  licensee time-sharing spectrum in the 137-138 MHz band with NOAA, including
monetary forfeitures and license revocations, when appropriate.
(c)  Each satellite in a NVNG licensee's system time-sharing spectrum with NOAA in the
137-138 MHz band shall automatically turn off and cease satellite transmissions if, after 72
consecutive hours, no reset signal is received from the NVNG licensee's gateway earth station
and verified by the satellite.  All satellites in such NVNG licensee's system shall be capable
of instantaneous shutdown on any sub-band upon command from such NVNG licensee's
gateway earth station.
 25.260 Time Sharing Between DoD Meteorological Satellite Systems and Non-Voice,
Non-Geostationary Satellite Systems in the 400.15-401 MHz band.
(a)  A non-voice, non-geostationary mobile-satellite service system licensee ("NVNG
licensee") time-sharing spectrum in the 400.15-401.0 MHz band shall not transmit signals into
the "protection areas" of Department of Defense ("DoD").  When calculating the protection
areas for a DoD satellite in the 400.15-401 MHz band, a NVNG licensee shall use an earth
station elevation angle of five degrees towards the DoD satellite and will shut off its
transmissions prior to the NVNG licensee's service area, based on an elevation angle of zero
degrees towards the NVNG licensee's satellite, overlapping the DoD protection area.  A
NVNG licensee is responsible for obtaining the necessary ephemeris data.  This information
shall be updated system-wide at least once per week.  A NVNG licensee shall use an orbital
propagator algorithm with an accuracy equal to or greater than the NORAD propagator used
by DoD.
(b)  A NVNG licensee time sharing spectrum in the 400.15-401 MHz band shall establish a
24-hour per day contact person and telephone number so that claims of harmful interference
into DoD earth station users and other operational issues can be reported and resolved
expeditiously.  This contact information shall be made available to DoD or its designee.   If
the National Telecommunications and Information Administration ("NTIA") notifies the
Commission that DoD is receiving unacceptable interference from a NVNG licensee, the
Commission will require such NVNG licensee to terminate its interfering operations
immediately unless it demonstrates to the Commission's reasonable satisfaction, and that of
NTIA, that it is not responsible for causing harmful interference into the worldwide DoD
system.  A NVNG licensee assumes the risk of any liability or damage that it and its
directors, officers, employees, affiliates, agents and subcontractors may incur or suffer in
connection with an interruption of its non-voice, non-geostationary mobile-satellite service, in
whole or in part, arising from or relating to its compliance or noncompliance with the
requirements of this subsection (b).  The Commission will not hesitate to impose sanctions on
a NVNG  licensee time-sharing spectrum in the 400.15-401 MHz band with DoD, including
monetary forfeitures and license revocations, when appropriate.
(c)  Each satellite in a NVNG licensee's system time-sharing spectrum with DoD in the
400.15-401 MHz band shall automatically turn off and cease satellite transmissions if, after 72
consecutive hours, no reset signal is received from the NVNG licensee's gateway earth station
and verified by the satellite.  All satellites in such NVNG licensee's system shall be capable
of instantaneous shutdown on any sub-band upon command from such NVNG licensee's
gateway earth station.
(d)  Initially, a NVNG licensee time-sharing spectrum with DoD in the 400.15-401 MHz band
shall be able to change the frequency on which its system satellites are operating within 125
minutes of receiving notification from a DoD required frequency change in the 400.15-401
MHz band.  Thereafter, when a NVNG licensee constructs additional gateway earth stations
located outside of North and South America, it shall use its best efforts to decrease to 90
minutes the time required to implement a DoD required frequency change.  A NVNG licensee
promptly shall notify the Commission and NTIA of any decrease in the time it requires to
implement a DoD required frequency change.
(e)  Once a NVNG licensee time-sharing spectrum with DoD in the 400.15-401 MHz band
demonstrates to DoD that it is capable of implementing a DoD required frequency change
within the time required under subsection (d) above, thereafter, such NVNG licensee shall
demonstrate its capability to implement a DoD required frequency change only once per year
at the instruction of DoD.  Such demonstrations shall occur during off-peak hours, as
determined by the NVNG licensee, unless otherwise agreed by the NVNG licensee and DoD.
Such NVNG licensee will coordinate with DoD in establishing a plan for such a
demonstration.  In the event that a NVNG licensee fails to demonstrate to DoD that it is
capable of implementing a DoD required frequency change in accordance with a
demonstration plan established by DoD and the NVNG licensee, upon the Commission's
receipt of a written notification from NTIA describing such failure, the Commission shall
impose additional conditions or requirements on the NVNG licensee's authorization as may be
necessary to protect DoD operations in the 400.15-401 MHz downlink band until the
Commission is notified by NTIA that the NVNG licensee has successfully demonstrated its
ability to implement a DoD required frequency change.  Such additional conditions or
requirements may include, but are not limited to, requiring such NVNG licensee immediately
to terminate its operations interfering with the DoD system.                                APPENDIX C
                   CONTRACT WITH AMERICA ADVANCEMENT ACT
                           OIRA MAJOR/NON-MAJOR
                               DETERMINATION
Title of Item:    Amendment of Part 25 of the Commission's Rules to Establish Rules and
Policies Pertaining to the Second Processing Round of the Non-Voice, Non-Geostationary
Mobile Satellite Service
Planned Action:   Report and Order
Release Date:  October 15, 1997
Rulemaking Category:    [X] Major  [ ] Non-Major  [ ] Telecommunications Act of 1996
Contact:Daniel Connors/International Bureau      Phone:  (202) 418-0755
Abstract:  The Report and Order adopts a spectrum sharing plan and service rules and
policies for licensing second round applicants to offer low earth orbiting non-voice, non-
geosynchronous ("NVNG") mobile-satellite services ("MSS").  The Report and Order adopts a
spectrum sharing plan that accommodates all second processing round applicants in the
available spectrum.  Three new entrants can be licensed to launch and operate new NVNG
MSS systems and two existing NVNG MSS licensees can be licensed to expand the service
capability of their systems.  In the uplink and downlink spectrum, the licensees will be
required to time-share the spectrum with existing commercial and U.S. government users.
The Report and Order adopts specific rules for time-sharing the available spectrum with
authorized United States government and commercial  users.  The Report and Order also
adopts rules for qualification for a second processing round authorization and for eligibility to
use future MSS spectrum allocations.
Because the spectrum sharing plan and technical rules and policies adopted by the Report and
Order are likely to result in an annual effect on the economy of $100,000,000 or more, the
Commission believes that this is a major rule under the Contract with America Advancement
Act of 1996, Pub. L. No. 10-1221.
The Commission is not required to prepare a cost benefit analysis and is not subject to the
Unfunded Mandates Reform Act of 1995, Pub. L. 104-4.
Paperwork Reduction Act implications?  [  ] Yes                    [X] No
Proposed Effective Date:  The effective date of the spectrum sharing plan and rules adopted
in the Report and Order is the later of 60 days after the submission of a report to Congress
and the General Accounting Office about the Report and Order or the date of publication in
the Federal Register.
                                APPENDIX D
                   Final Regulatory Flexibility Analysis
   As required by the Regulatory Flexibility Act, ("RFA"), an Initial Regulatory
Flexibility Analysis ("IRFA") was incorporated in the Notice.  The Commission sought
written public comment on the proposals in the Notice, including comment on the IRFA.
This Final Regulatory Flexibility Analysis ("FRFA"), concerning the Report and Order,
conforms to the RFA.
I. Need for and Objectives of the Report and Order:
   In this decision, the Commission, adopts a spectrum licensing plan and service rules and
policies for second processing round applicants for non-voice, non-geostationary ("NVNG")
mobile-satellite service ("MSS") systems that will operate in frequency bands below 1 GHz.
The purpose of this action is to develop rules and policies for licensing new NVNG MSS
systems and existing NVNG licensees seeking to expand the service capability of their
systems in order to (a) promote competition in the emerging NVNG MSS service markets and
(b) spur the rapid delivery of new services to the public at reasonable prices.  NVNG MSS
systems provide near real-time data services worldwide and are global systems.  In order to
ensure the rapid and successful implementation of new NVNG MSS systems, the Commission
has worked closely with the National Telecommunications and Information Administration
("NTIA") to develop innovative technical service rules that permit new NVNG MSS systems
to time-share the licensed spectrum with existing United States government systems that will
be operating in the same downlink spectrum.  The Report and Order adopts rules and policies
that promote efficiency in licensing and use of the electromagnetic spectrum.  In addition, we
expect that the licensing framework we have set out for NVNG MSS systems will aid in the
development of competitive and innovative satellite systems.
II.     Summary of Significant Issues Raised by Public Comments in Response to the
        Initial Regulatory Flexibility Analysis:
   No comments were received specifically in response to the IRFA.  However, in order to
minimize the entry barriers for new Little LEO systems seeking to provide NVNG MSS
systems, the Commission staff spent months working with NTIA and the applicants to fashion
a spectrum licensing plan that was proposed in the Notice.  Before release of the Report and
Order, we, again, worked closely with second round applicants and encouraged them to
develop a mutually acceptable spectrum licensing plan.  All of the second processing round
applicants were able to reach agreement regarding a spectrum sharing plan and that plan has
been adopted in the Report and Order.  The spectrum sharing plan accommodates the system
designs of all second round applicants, including existing NVNG MSS licensees.  Therefore,
we will not adopt our new entrant eligibility requirements and will apply our relaxed financial
standard, rather than the strict financial standard proposed in the Notice.  In addition, because
all second round applicants can be accommodated in the available spectrum, the spectrum
sharing plan we adopt avoids mutual exclusivity.  Consequently, it will be unnecessary for the
Commission to employ an auction to choose among mutually exclusive applicants.  Finally,
the Report and Order adopts eligibility rules for the use of future MSS spectrum and for
receiving a second processing round authorization.  By licensing all second round NVNG
MSS applicants, we enable small entities and start-up companies the opportunity to compete
in the capital intensive satellite industry.
III.    Description and Estimate of the Number of Small Entities to Which Rules Will
Apply:
   The Commission has not developed a definition of small entities applicable to satellite
service licensees.  Therefore, the applicable definition of small entity is the definition under
the Small Business Administration rules applicable to Communications Services "Not
Elsewhere Classified."  This definition provides that a small entity is one with $11 million or
less in annual receipts.
   Of the five applicants in the second processing round, two are small entities:  Volunteers
in Technical Assistance, Inc. and LEO One USA Corporation.  The remaining three second
round applicants, Orbital Communications Corporation, Final Analysis Communications, Inc.
and E-Sat, are not small entities because they each have revenues in excess of $11 million
annually or have parent companies or investors that have revenues in excess of $11 million
annually.
   The service rules adopted in the Report and Order will not apply to other small entities
currently providing NVNG MSS types of services.  The services rules apply only to second
round NVNG MSS licensees that time-share spectrum in the 400.15-401 MHz and 137-138
MHz frequency bands with existing United States government satellite systems.
IV.     Description of Projected Reporting, Recordkeeping and Other Compliance
        Requirements:
   The rules adopted in the Report and Order require that all second processing round
applicants file amendments to their pending applications to conform to the rules and policies
adopted in the Report and Order.  Such amendments are required in order to provide the
Commission with updated technical and financial information about each applicant so that the
Commission can determine whether or not an applicant is technically and financially qualified
to receive a license to operate in the applied for spectrum.
In this Report and Order, we also adopt certain compliance requirements for second round
NVNG MSS licensees that time-share spectrum in the 400.15-401 MHz and 137-138 MHz
frequency bands with United States government satellite systems.  The Commission may
terminate the operations of NVNG MSS licensees determined to be interfering with the
operations of United States government satellite systems.  NVNG MSS licensees will also be
required to comply with technical operational parameters relating to elevation angle, system
demonstration  requirements and satellite fail-safe procedures.
V. Steps Taken to Minimize Significant Economic Burden on Small Entities, and
   Significant Alternatives Considered:
   The Commission proposed in the Notice applying a strict financial standard to second
round NVNG MSS applicants.  In order to minimize any barriers for entry into this new
satellite market for small entities, Commission staff spent months encouraging and working
with all of the NVNG MSS second round applicants to develop a spectrum sharing plan that
could accommodate all second round applicants.  As discussed in the Report and Order, all
second round applicants can be accommodated under the spectrum licensing plan that we
adopt.  Therefore, we will apply the same relaxed financial standard to second processing
round applicants that we applied to first processing round licenses.   By developing a
spectrum sharing plan that accommodates all second round applicants, we enable small
entities and start-up companies the opportunity to compete in the capital intensive satellite
industry.
VI.Report to Congress
   The Commission shall send a copy of this FRFA, along with the Report and Order, in a
report to Congress pursuant to the Small Business Regulatory Enforcement Fairness Act of
1996, 5 U.S.C.  801(a)(1)(A).  A copy of this FRFA will also be published in the Federal
Register.