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

In the Matter of                )
                                )
Amendment of Section 73.202(b), )  MM Docket No. 97-67
Table of Allotments,            )  RM-8996
FM Broadcast Stations.          )  RM-9079
(Freeport and Cedarville, Illinois))
                                 
                                 
                         REPORT AND ORDER
                     (Proceeding Terminated)

   Adopted:  September 23, 1998         Released:  October 2, 1998

By the Chief, Allocations Branch:

     1.  The Commission has before it the Notice of Proposed Rule Making in this proceeding proposing
the allotment of Channel 295A to Freeport, Illinois. 12 FCC Rcd 1909 (1997).  Highland Broadcasting
Company ("Highland Broadcasting") filed Comments and Reply Comments.  Atlantis Broadcasting Co.,
L.L.C. ("Atlantis Broadcasting") filed a Counterproposal, Reply Comments and a Supplement to
Counterproposal.  For the reasons discussed below, we are allotting Channel 295A to Freeport, Illinois, and
Channel 258A to Cedarville, Illinois.

     2.  At the request of Highland Broadcasting, the Notice proposed the allotment of Channel 295A to
Freeport, Illinois, as a third local FM service.  In response to the Notice, Atlantis Broadcasting filed a
Counterproposal proposing the allotment of Channel 295A to Cedarville, Illinois.  Under normal
circumstances, competing FM allotment proposals are comparatively considered under the guidelines set
forth in Revision of FM Assignment Policies and Procedures, 90 FCC 2d 88 (1982).  However, in this
instance, we have determined that alternative Channel 258A can be allotted to Cedarville, Illinois, thereby
avoiding the necessity for a comparative consideration of these proposals.

     3.  We are allotting Channel 295A to Freeport, Illinois.  We also believe that the public interest
would be served by the allotment of Channel 258A to Cedarville, Illinois, as a first local service.  In this
regard, Atlantis Broadcasting has established that Cedarville is a "geographically identifiable population
grouping," which qualifies as a community for allotment purposes under Section 307(b) of the
Communications Act. Gretna, Marianna, Quincy and Tallahassee, Florida, 6 FCC Rcd 633 (1991);
Middletown, California, 6 FCC Rcd 5786 (1991).  Specifically, Cedarville is incorporated  with a population
of 751 according to the 1990 U.S. Census.  In addition to a police and fire department, Cedarville has a city
clerk and is governed by a mayor and six trustees.  Cedarville is the locus of several businesses including
Cedarville Drug Store, Lumber Enterprises, Purdue Groceries, Country Boy Restaurant, and Cedarville
Cyclery.  In addition to civic and community organizations such as the Lions Club, Boy Scouts and the
American Legion, Atlantis Broadcasting has also referred to the Cedarville United Methodist Church and
Cedarville Evangelical Congregational Church.     

     4.  Accordingly, pursuant to the authority contained in Sections 4(i), 5(c)(1), 303(g) and (r) and
307(b) of the Communications Act of 1934, as amended, and Sections 0.61, 0.204(b) and 0.283 of the
Commission's Rules, IT IS ORDERED, that effective November 17, 1998, the FM Table of Allotments,
Section 73.202(b) of the Commission's rules, IS AMENDED, with respect to the communities listed below,
to read as follows:

          City                          Channel No.

     Freeport, Illinois                      221A, 253A,295A
     Cedarville, Illinois                              258A

     5.  A filing window for Channel 295A at Freeport, Illinois, and Channel 258A at Cedarville, Illinois,
will not be opened at this time.  Instead, the issue of opening a filing window for theses channels will be
addressed by the Commission in a subsequent Order.

     7.  IT IS FURTHER ORDERED, That this proceeding IS TERMINATED.

     8.  For further information concerning this proceeding, contact, Robert Hayne, Mass Media Bureau,
(202) 418-2177.

                                   FEDERAL COMMUNICATIONS COMMISSION 

                                   John A. Karousos
                                   Chief, Allocations Branch
                                   Policy and Rules Division
                                   Mass Media Bureau