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                                Before the
                     Federal Communications Commission
                          Washington, D.C. 20554
                                     )
In the Matter of                     )
                                     )
Continental Cablevision, Inc.        )
                                     )
Amended Social Contract              )
                                  ORDER
   Adopted:  August 21, 1996                  Released:  August 23, 1996
By the Commission:
I.  INTRODUCTION
 1. The Federal Communications Commission ("Commission") and Continental
Cablevision, Inc. ("Continental") have negotiated a proposed amendment to Continental's social
contract ("Social Contract").  The Social Contract was approved by the Commission in an Order
adopted on August 1, 1995.  The proposed amendment to the Social Contract ("Amendment")
extends the scope of the Social Contract to systems recently acquired by Continental and provides
upgrade incentives for Continental and rate stability and increased quality of service for
subscribers.  The Amendment was placed on Public Notice and comment periods were
established.  The Commission received both initial and reply comments.  In this Order, we
approve the Amendment with modifications.  A copy of the approved Amendment is attached
as Appendix A.
II.  BACKGROUND
 A.  The Original Social Contract
 2.  In the Cable Television Consumer Protection and Competition Act of 1992 ("1992
Cable Act"), Congress intended cable operators to continue expanding the capacity and programs
offered over their systems, where economically viable.  Subsequently, we adopted an
experimental upgrade incentive plan which would "permit an operator to enter into a social
contract with its customers under which the operator would be given substantial flexibility in
setting rates for new regulated services it introduces, such as new service tiers offering additional
program channels."  In exchange, rates for existing services would be limited to changes
permitted by the benchmark/price cap approach while the quality of existing services would be
maintained, if not increased.  These social contracts would remain in effect for a fixed period and
would offer operators an opportunity to earn higher profits as an incentive for upgrading their
cable systems and introducing new and improved regulated services.
 3.  In accordance with these objectives, Continental's Social Contract resolved 377 cable
rate cases, paid $9.5 million in in-kind refunds to affected subscribers, created low-priced lifeline
basic service tiers in all of Continental's systems, committed Continental to a capital investment
of $1.35 billion to upgrade the channel capacity and technical reliability of Continental's domestic
cable systems, and established a plan to stabilize rates for the basic service tier ("BST") and for
the cable programming services tier ("CPST") in all of Continental's franchises.
 4.  By letters dated October 12, 1995, October 18, 1995, and November 22, 1995,
pursuant to special ex parte procedures available in certain rate proceedings, Continental
requested relaxed ex parte treatment to enable it to discuss broad rate-related matters with
Commission officials.  Consistent with these ex parte procedures, the Cable Services Bureau
("Bureau") and Continental negotiated the terms of the proposed Amendment.  On March 6,
1996, the Commission approved the release of the draft of the proposed Amendment for public
comment.
 5.  The Commission has reviewed and considered the comments it received in approving
the terms and conditions of the Amendment and making modifications to it.
 B.  Overview of the Amendment
 6.  The Amendment incorporates cable systems with approximately 987,000 subscribers
acquired by Continental since we adopted the Social Contract ("the acquired systems").  Some
of the Amendment's provisions apply only to the acquired systems while other provisions apply
to all of Continental's systems.  The Amendment is for a period of four years.  Continental is
required to increase its investment from $1.35 billion to $1.7 billion for the upgrade of its cable
systems, including the acquired systems. The upgrade will include deployment of fiber optic
technology, increased channel capacity and improved system reliability and signal quality.  At
least 70 percent of all capital invested will be for the benefit of BST and CPST subscribers.
Continental will add an average of 10 additional channels to the CPSTs of the upgraded systems.
In no case will Continental add fewer than five channels.  To fund this investment, Continental
will be permitted to increase the monthly rate for the CPST by $1.00 in the acquired systems in
each year from 1996 through 1999 and by $1.00 in Continental systems covered by the original
Social Contract ("original systems") in each year from 1997 through 1999.  However, Continental
will not avail itself of the $.20 per-channel adjustments allowed under the Going Forward rules
for CPST channels added after the Amendment is adopted, except where Continental has
upgraded or rebuilt an original system in 1996 and has not increased rates for programming
channels added.
 7.  The Amendment will resolve all CPST cases pending against Continental's acquired
systems, including those cases where a la carte channel packages are at issue.  This will resolve
162 complaints altogether.  Continental will make cash refunds in the form of bill credits to
current subscribers of the acquired systems totalling approximately $1.67 million, including
interest.  Refund amounts which exceed $1.00 per subscriber will be paid in the form of monthly
credits of not more than $1.00 and not less than $.50 over a period not to exceed 12 months.
 8.  Continental will create a low-cost "lifeline" BST for 80 percent of the total number
of subscribers in its acquired systems.  On systems serving at least 80 percent of is total
subscribers, Continental will reduce the current price on its BST by 15 to 20 percent no later than
January 1, 1997, with a revenue neutral increase in the CPST rates.  On the remaining systems
where BST rates have not been reduced by at least 15 percent, Continental may streamline basic
tiers that have a high number of channels.  This retiering will consist of Continental moving
channels from the BST to the existing CPST or to a newly created CPST or migrated product
tier ("MPT") in a revenue-neutral manner.
 9.  Continental will provide a free cable connection to all of the public schools (grades
K-12) located within 200 feet of the activated plant of its cable system.  Continental will further
provide a cable connection at cost to any other unserved K-12 public school located beyond 200
feet of the activated plant of its cable system but within its franchise area.  Also, Continental
will provide a cable connection at cost to all secondary private schools within its franchise area
that receive funding under Title I of the Education and Secondary School Act. BST and CPST
services will be provided to each outlet in the connected public and private schools without cost.
Continental will wire additional classrooms in existing schools at cost.  For new public schools
and existing public schools undergoing extensive rehabilitation, Continental will coordinate
whenever possible with local officials and contractors to wire each of the classrooms in new
schools free of charge.  Continental will also provide the connected schools with free materials
that explain the educational applications of Continental's cable services and with a monthly
educational program guide containing curriculum support ideas.  In addition, within one year after
Continental has made its on-line personal computer service commercially available in a specific
franchise area, it will offer this service to each connected school free of charge during the school
year and also provide a free modem to access the service.  Continental will provide additional
modems at cost and free on-line service for each modem purchased.  Continental will also
sponsor local workshops and training materials for teachers.
 10.  In acquired systems that did not create a la carte channel packages between April 1,
1993 and September 30, 1994, and in all franchises formerly served by Cablevision of Chicago
where no a la carte package currently exists, Continental will be permitted to create MPTs with
up to four services migrated in a revenue-neutral manner from the BST and/or CPST.  In
accordance with Section 76.987(d) of the Commission's rules, Continental also will be permitted
to move additional channels to the MPT as long as the these channels were not offered on a BST
or CPST prior to October 1, 1994.  There will be no limitation on the number of new channels
that Continental may add to the MPTs at the price of up to $.20 per channel and license fees.
 11.  On or after January 1, 1997, Continental may convert the MPTs created under the
Social Contract to new product tiers ("NPTs"), by filing a notice with the Commission on or after
January 1, 1997.   In acquired systems that created either an "Expanded" package of a la carte
channels (which generally consists of four a la carte channels) or a "Cable Plus" package with
six or fewer channels, Continental will treat the a la carte package as an MPT with its initial
price set at the current rate.  Continental may convert the MPTs created under the Amendment
to NPTs by filing a notice with the Commission on or after July 1, 1997.   In acquired systems
where both the Expanded and Cable Plus packages exist, Continental may maintain the channel
configurations of such packages and set their initial rate at the current rate.  These packages will
be treated as MPTs for the entire term of the Social Contract.
 12.    In the Naples, Florida systems where only a Cable Plus package of eight a la carte
channels exists, Continental will return four channels to the CPST.  The remaining four channels
will be treated as an MPT and may be converted to an NPT after July 1, 1997 pursuant to the
procedures provided in the Amendment.  Continental will also implement a prospective rate
reduction in the Naples franchise which will have the effect of lowering annual revenues by
$250,000.
 13.  Continental will allow subscribers to remove, to maintain, to replace or to rearrange
their home cable wiring so long as it does not create signal leakage or interfere with Continental's
ability to provide services and to collect revenues from subscribers.  To facilitate this benefit,
Continental will provide the necessary home wiring materials to subscribers at cost and will
identify other sources for such equipment.
 14.  In line with the Social Contract, the Amendment provides that beginning with the
1997 FCC Form 1205 equipment and installation rate filing, Continental may use state or regional
averaging in setting equipment and installation costs for each franchise in its acquired systems.
 15.  Finally, the modification and termination terms of the Social Contract remain
unchanged in the Amendment.  Accordingly, the Amendment may not be modified or terminated
without the mutual agreement of both Continental and the Commission.  In addition, Continental
may petition the Commission to terminate the Contract if there is a material change in the
applicable laws or regulations that would result in a material favorable financial impact to
Continental.
 III.  DISCUSSION
 16.  The Commission received numerous comments on several terms of the proposed
Amendment.  Support for the Amendment was expressed by 237 of 247 commenters.  Only ten
raised questions about or were critical of the Amendment.  A list of commenters is attached as
Appendix B.  This section addresses the concerns of the commenters.
 A.  System Upgrades and CPST Price Cap Increases
      (i)  Terms of the Social Contract
 17.  The Amendment provides for Continental to increase its investment from $1.35
billion to $1.7 billion for the upgrade of its cable systems, including the acquired systems.  The
upgrade will include deployment of fiber optic technology, increased channel capacity and
improved system reliability and signal quality.  To fund this investment, Continental will be
permitted to increase the monthly rate for the CPST by $1.00 in the acquired systems in each
year from 1996 through 1999 and by $1.00 in original systems in each year from 1997 through
1999.  This increase will serve as the only increase on the CPST with the exception of revenue-
neutral adjustments also provided under the Amendment and adjustments for inflation and
external costs permitted under the Commission's rules.  Continental waives its right to increase
its CPST rates pursuant to the Commission's Going Forward rules, except where Continental has
upgraded or rebuilt an original system in 1996 and has not increased rates for programming
channels added.  In addition, Continental will not implement the second round of Going Forward
channel additions which the Social Contract currently allows for the years 1998 though 2000.
CPSTs on the upgraded systems will have an average of 10 additional channels and in no case
will a system have less than five additional channels.  At least 70 percent of the capital cost of
the upgrade will be used for regulated services.  Continental waives its right to file cost-of-
service showings to justify any rate increases during the term of the Amendment.
      (ii)  Comments
 18.  Most commenters support the proposed system upgrades, maintaining that subscribers
will benefit from more advanced technology, access to the information superhighway and
improved picture quality.  For example, Mayor Mort O'Ryan states that this "effort to bring the
Information Superhighway to my community ... assures the residents and our schools of having
access to the telecommunications needs of the 21st Century.  The commitment of additional
services, and the pledge of free connections and Internet access to the schools, means our
community will keep up with the traffic on the Information Superhighway."  Many commenters
support Continental's plans to cap CPST price increases and to phase in rate increases annually
because it spreads the costs over a period of time and provides for rate certainty.
 19.  Although commenters do not oppose the concept of system upgrades, some objections
to certain aspects of the plan were raised.  Some commenters argue that their systems already
have been upgraded or that the upgrades would be required in any event because of the efforts
of local franchising authorities ("LFAs") or competitive requirements.  Some commenters claim
that the Commission's cost-of-service rulings require that the rate increase not be implemented
before the upgrade is in service and that the rate increase will subsidize other Continental
services such as unregulated non-video services.  Several commenters ask that Continental be
required to submit a master plan of system upgrades which would include proposed dates of
upgrades and rate increase justifications on a per upgrade basis.  Other commenters contend that
upgrades would be better achieved through franchise renewal proceedings conducted at the local
level.  Metropolitan Dade County requests permission from the Commission for LFAs to opt
out of the $1.00 rate increase and to negotiate the upgrades individually during their franchise
renewal process.  St. Louis County comments that the Amendment permits Continental to
increase the monthly rate by $1.00 in all systems, but allows Continental to sell its St. Louis
County system, the proposed sale of which has been announced, without implementing the
upgrade provided in the Amendment.  Two commenters claim that the Social Contract requires
Continental to implement two-way interactive capability in every system without passing on the
cost to subscribers.  Finally, some commenters ask that the Commission release Bureau
materials relating to the justification of the rate increase and refund amounts.
 20.  In reply, Continental rejects the argument that system upgrades do not constitute a
concession on its part.  First, Continental contends that the Amendment requires it to upgrade all
communities it serves as opposed to a minority of systems that may have been able to negotiate
various upgrade commitments with Continental on their own.  Second, Continental maintains
that it has agreed to forego its right to recover costs of system upgrades through cost-of-service
filings.  At the same time, Continental's capital spending commitment does not preempt existing
franchise requirements or impair an LFA's right to negotiate additional or earlier upgrades.
Third, Continental claims that without the Amendment, the uncertainty created by the large
number of pending rate cases and the potential impact of the Commission's rate rules on
Continental's future cash flow would inhibit it from making major investments in its systems.
 21.  Continental opposes the suggestion that it be required to submit a master plan of
proposed system upgrades and rate increase justifications on a per upgrade basis.  Continental
claims that no such plan exists and that decisions to upgrade will be based on:  a particular
system's current capacity and condition; that system's spare capacity, if any; the number of off-air
must-carry channels in that system's market; consumer demand for additional services in the
community; and consumer willingness to pay for the additional services.  Since these variables
are fluid, Continental argues that it would be impossible for it to provide a pre-ordained upgrade
plan.  Continental emphasizes that the Social Contract already requires it to distribute system
upgrades in a nondiscriminatory manner and that the Social Contract also requires Continental
to submit an annual progress report to the Commission and all LFAs so that they can properly
assess how the upgrades and expenditures were distributed.  Thus, Continental contends that
there are sufficient safeguards already in place to ensure that upgrades will take place in a
reasonable, non-discriminatory manner.
 22.  Continental denies that its rate increase will be used to fund upgrades that will be
used primarily for non-regulated, non-video services and further contends that the Commission
already has reviewed its economic cost data to preclude cross-subsidies.  Continental claims that
in order for its CPST rate mechanism to subsidize primarily non-video service such as telephony,
the proposed rate increase would need to be several times greater than $1.00 since a telephony-
capable upgrade requires substantial additional expenditures for switches, network interface units,
etc.
 23.  Continental explains that it needs considerable funding from lenders to implement
the proposed upgrades.  However, in order to receive this funding, Continental must demonstrate
sufficient operator cash flow and debt repayment ability -- factors which would not be present
if Continental was required to complete the upgrades before recovering any of its upgrade costs
as some commenters have suggested.
 24.  Continental rejects suggestions that localities negotiate individual system upgrades
and cites Congressional preference for national approaches to questions of system upgrades.
Continental urges the Commission to reject Metropolitan Dade County's request to opt out of the
$1.00 CPST provision and to allow the renewal process to govern cable operator upgrade
commitments.  Further, Continental states that St. Louis County has misstated the factual
situation with respect to Continental's St. Louis County system.  In that case, the transfer to
another operator is scheduled to close before the end of 1996.  The Amendment does not allow
Continental to take the $1.00 increase in 1996.  St. Louis County subscribers will not be assessed
such an increase prior to the scheduled sale of that system.  Continental proposes, however, a
further modification of the Amendment to ensure that subscribers to systems that are not
increased to at least 550 MHz capacity and are sold while the Social Contract is in effect will
be reimbursed for any such $1.00 increases imposed by Continental or a subsequent owner.
Finally, Continental denies that two-way capability is a requirement of the Social Contract and
maintains that where an LFA requires Continental to include such functionality as part of a
system upgrade, the Social Contract allows it to recover the incremental costs incurred in that
specified upgrade.
 25.  The majority of commenters express support for those provisions of the Amendment
which require Continental to increase its investment from $1.35 billion to $1.7 billion for the
upgrade of its domestic cable systems, including the acquired systems.  Commenters support the
deployment of fiber optic technology, increased system addressability, and improved reliability
and picture quality.
      (iii) Discussion
 26.  We believe that the Amendment's upgrade provisions represent a valuable benefit to
subscribers in terms of advanced technology, improved reliability and picture quality, and
increased programming choices.  While upgrades may be implemented at various times during
the course of the Social Contract, we believe that phasing in the upgrade costs over that period,
in contrast to a one-time increase when the upgrade is completed, is preferable because it
provides predictable rate increases and avoids rate shock.  The Social Contract requires
Continental to make an annual investment for upgrades in each year of the Contract which is at
least equal to 120 percent of its average aggregate annual capital expenditures from 1990 to 1994.
(Accelerated expenditures will be credited toward future years during the contract period.)
Continental must submit annual progress reports to the Commission with copies to the LFAs
showing it has done so.  In addition, as Continental notes, financing requirements for the
upgrades make implementation unlikely if Continental were required to complete the upgrades
before recovering its costs.  Under the Amendment, Continental agrees that at least 70 percent
of all capital expended in connection with the upgrade commitment will be applied for the benefit
of BST and CPST subscribers.  Further, Continental is prohibited from recovering the costs of
the system upgrades and rebuilds through a cost-of-service filing.  As we recognized under the
Social Contract Order, this represents a major concession from Continental.  Finally, the
Amendment will enhance Continental's ability to attract the necessary capital to invest in system
upgrades.
      27.  Although Continental may have upgraded some systems recently or may have been
required by LFAs to upgrade some sections of its system, the Amendment extends the technical
specifications of the original Social Contract to the acquired systems and obliges Continental to
to provide an average of 10 additional services and a minimum of five such services in each
community, so that all of its communities will benefit.  Those LFAs that individually have
negotiated upgrade benefits will not be disadvantaged since they can continue to enforce local
franchise agreements or negotiate future agreements which provide for upgrade benefits
exceeding those under the Amendment.
 28.  We are mindful of the concerns expressed by some commenters that the $1.00 CPST
rate increase may be used to pay for Continental's plans to provide non-regulated, non-video
services.  We believe that the costs of the upgrade are reasonable and necessary and that
Continental has fairly allocated the costs of the upgrade between its current regulated and non-
regulated operations.  If it is determined that Continental has not complied with its obligations
under the Amendment, we may exercise any of the rights and remedies which are attendant to
violations of a Commission order.
 29.  Commenters' contention that the rate increase will exceed the amount permitted under
the Going Forward Order is misplaced.  The Going Forward Order was intended to be an
incentive for operators to add a small number of cable channels to existing systems.  The increase
under the Amendment, on the other hand, is intended to enable Continental to undertake a major
system upgrade, which will modernize facilities to provide improved quality and efficiency and
to add new tiers and types of services.  Consequently, the rate increase primarily is not for a
small number of new services, but for improved quality of services as a result of modernization.
The Amendment does not change the requirements of the Commission's rules governing the pass-
through of external costs and inflation.
 30.  In exchange for committing to upgrade it systems, Continental will be permitted to
increase the monthly rate for its CPST by $1.00 in the acquired systems in each year from 1996
through 1999 and by $1.00 in original systems in each year from 1997 through 1999. Continental
will forego relief through the cost of service rules and those authorized by the going forward
rules.  As noted, we have reviewed the $1.00 increase and believe that the costs of the upgrades
are reasonable and necessary.  The $1.00 increase is reasonable and justified by the magnitude
of Continental's upgrade commitment.  Tables A and B below indicate that Continental's rates
under the Amendment will be within the parameters of the rates Continental would be authorized
to implement under a typical cost-of-service analysis.
TABLE A.  CONTINENTAL RATES UNDER THE AMENDMENT
      1996  1997  1998 1999  2000
Initial Regulated Rate 22.68 23.71 25.4227.15 28.90
Inflation   00.68 00.7100.73 00.75 00.77
Going Forward Increases00.15 00.00 00.0000.00 00.00
Surcharge Pursuant to Amendment         00.20 01.00 01.0001.00 00.00
Year End Regulated Rate23.71 25.42 27.1528.90 29.67
TABLE B.  NO AGREEMENT; RATES BASED ON TYPICAL
 COST-OF-SERVICE JUSTIFICATION
      1996  1997  1998 1999  2000
Initial Regulated Rate 22.68 25.36 27.1928.81 30.40
Inflation   00.68 00.7300.76 00.78 00.81
Going Forward Increases01.05 00.20 00.0000.00 00.00
Surcharge Pursuant to COS    00.95 00.9000.86 00.81 00.76
Year End Regulated Rate25.36 27.19 28.8130.40 31.97
 31.   The amendment offers a means to expand capacity and improve service, including
additional programming and enhanced picture quality, in a manner that protects subscribers from
unreasonable rate increases yet allows the commitment of substantial capital investment.  We
have stated that regulation should not hinder cable operators ability to make network
improvements that could benefit subscribers.   Phasing in, through predictable increases,  the
cost of a substantial upgrade is a reasonable, if not expanded, alternative for an operator, instead
of pursuing those allowed by a cost of service showing or the going forward rules.   The
subscriber, who essentially is participating in the investment, avoids the "rate shock" associated
with a substantial rate increase subsequent to completion.  Moreover, providing increased
flexibility to the cable operator while at the same time ensuring that rates remain reasonable, is
consistent with the emergence of increased competition in the video programming market.
 32.  Some commenters have expressed concern that the upgrades and rebuilds of the
acquired systems may not take place in a reasonable, non-discriminatory manner and that the
$1.00 CPST rate increase may not be justified by Continental's upgrade costs.  Certain protective
provisions of the Social Contract will apply to the acquired systems.  For example, the Social
Contract requires Continental to invest in systems in a way that will not discriminate on the basis
of the socio-economic status of subscribers.  In addition, if Continental does not invest at least
85 percent of the annual amount committed to infrastructure upgrades, then it will be required
to make an in-kind refund equal to the amount by which that year's capital expenditure is less
than the required investment.  Continental is also required to file an annual report whereby the
Commission and LFAs can assess Continental's performance for upgrades and rebuilds.  Under
the Amendment, all of these requirements will also apply to the acquired systems.  We conclude
that sufficient safeguards exist to ensure that upgrades and rebuilds will take place as promised
in a reasonable, non-discriminatory manner for the acquired systems without the need for
Continental to submit a master plan of system upgrades or rate increase justifications on a per
upgrade basis.
 33.  In addition, Continental has agreed to a modification to the Amendment which will
apply generally to the issue raised by St. Louis County, which related to the imposition of a
$1.00 increase by Continental and the sale of a system before an upgrade is undertaken.
Continental has agreed to post a performance bond at the time of sale or trade of a Continental
system to ensure that refunds of any assessed $1.00 increase are repaid to subscribers in a system
that is sold or traded while the Social Contract is in effect if the system is not at 550 MHz of
capacity at the time of the sale or trade and is not upgraded to 550 MHz by any subsequent
owner on or before December 31, 2000.  This new provision is added to the Amendment in new
section III.G.   We approve the proposed modification.
 34.  With regard to requests for Bureau staff work papers and deliberations, as we held
under the Social Contract Order, the Bureau's analysis and work papers relating to the calculation
of the rate increase and refund amounts constitute intra-agency memoranda and other pre-
decisional and deliberative materials which are exempt from public disclosure under Exemption
5 of the Freedom of Information Act, 5 U.S.C.  552(b)(5).  Disclosures of such protected
documents would undermine the process which the Ex Parte Order was designed to create.
We deny commenters' requests for release of such materials.
 35.  We agree with Continental's contention that neither the Social Contract nor the
Amendment require Continental to implement active two-way capability within each system
upgrade.  Nothing in the Social Contract, Amendment, or negotiations with Continental suggests
otherwise.  Continental's commitment in section III.E.2 of the Social Contract to "utilize
addressability or other suitable technology to make interactive services available to subscribers"
was not intended to equate interactivity with active, two-way capability.  In this context,
interactivity may be achieved, for example, by downloading software to customer equipment for
local interaction, by using a telephone return path to the cable headend, or by broadcasting
information so quickly that interactivity is achieved by the customer's selection of information
from the broadcast stream.  Examples of "broadcasting information so quickly" are the Sega
channel, videotext systems, and the new Intercast system of which Continental is a part.  By
contrast, to make a cable plant two-way active requires additional investment in more
sophisticated line equipment that is capable of sending signals upstream to the cable headend.
 36.  We deny Metropolitan Dade County's request to opt out of the $1.00 CPST rate
increase.  Allowing covered communities to opt out of this provision would undermine CPST rate
stability and the upgrade of Continental systems nationally, important purposes of the
Amendment.  The $1.00 rate increase constitutes compensation for the upgrades to which
Continental is committed under the terms of the Social Contract.  It is contemplated in the Cost
Order.  There is no notion in the Cost Order or in our rules that one can opt out of
Commission approved rate increases.  With respect to matters within the jurisdiction of LFAs,
we have permitted LFAs to decide independently whether to opt out of those provisions of the
Social Contract where the Commission determined rates and refund liability for the BST.
Similarly, in the Amendment, we allow LFAs to opt out of refunds which include BST rate
liability.  In contrast, the $1.00 rate increase concerns the CPST, which lies outside the scope
of an LFA's jurisdiction.
 B. Equipment and Installation Averaging
      (i) Terms of the Social Contract
 37.  As with its original systems under the Social Contract, Continental may average
broad categories of equipment and various installation costs for its acquired systems on a
statewide or regional basis.  This will be accomplished by Continental filing FCC Form 1205
(Equipment Form) with the Commission on an annual basis beginning in 1997.  The geographic
regions used for averaging are shown on Exhibit 1 of the Amendment.  The Commission will
verify the filing's accuracy and establish rates applicable to that specific state or region.
      (ii) Comments
 38.  Some commenters claim that Commission regulation and averaging of equipment
rates violate the 1992 Cable Act.  In its reply comments, Continental notes that the Commission
granted Continental a waiver under the Social Contract to permit it to aggregate equipment and
installation costs on a state or regional basis and that it is not requesting anything additional
here.  Continental also argues that the 1992 Cable Act leaves the precise level of local versus
federal authority over equipment and installation rates to the Commission's discretion.
      (iii) Discussion
 39.  As we concluded in the Order approving the Social Contract, the 1992 Cable Act
leaves the level at which equipment rates are set (i.e., the franchise, system, regional, or company
level) to the Commission's discretion.  Until very recently, our rules provided that rates for
installation and equipment may be aggregated only in a manner consistent with the accounting
practices of the operator.  We granted a waiver of our equipment rules to Continental in the
Social Contract.  We concluded that equipment averaging will minimize drastic rate increases
as upgrades take place and will reduce the administrative burden on Continental to prepare rates
on a franchise basis.  The Telecommunications Act of 1996 now requires that we allow
operators to aggregate their equipment costs on franchise, system, regional, or company levels.
The terms of the Amendment are consistent with both the 1992 Cable Act and the 1996 Act.
Accordingly, no waiver of our rules is required in order to permit Continental to average broad
categories of equipment and various installation costs for all of its systems on a statewide or
regional basis.   Nor does this provision of the Amendment violate section 624 of the 1992 Cable
Act which directs the Commission to establish standards for setting, on the basis of actual cost,
the rate for installation and lease of equipment used by subscribers to receive the BST.
Continental's equipment rates will continue to be based on actual cost.   We will continue the
waiver we granted Continental in the Social Contract with respect to review by LFAs of the
equipment rate form.  Those forms will be reviewed by the Commission for the reasons stated
in the Social Contract.
 C.  Lifeline Basic Tier Rates
      (i)  Terms of the Social Contract
 40.  Under the Amendment, Continental agrees to create a low-cost "lifeline" BST for 80
percent of its acquired systems.  On systems serving at least 80 percent of its total subscribers,
Continental will reduce the current price on its BST by 15 to 20 percent no later than January
1, 1997, with a revenue neutral increase in the CPST rates.  On the remaining systems where
BST rates have not been reduced by at least 15 percent, Continental may streamline basic tiers
that have a high number of channels.  This retiering will consist of Continental moving channels
from the BST to the existing CPST or to a newly created CPST or MPT in a revenue-neutral
manner.
      (ii) Comments
 41.  Many commenters support the creation of a lifeline BST and emphasize that low
basic cable rates are essential to persons on a fixed or low income.  Of those commenters who
expressed opposition, the concerns are that a large number of CPST users will subsidize a low
basic cable rate for a few BST-only subscribers and that the BST is not important in those
communities where the reception of broadcast television is clear.  In its reply comments,
Continental contends that a low-priced BST will benefit all subscribers, not just BST-only
consumers.
      (iii) Discussion
 42.  We approved the establishment of a low-cost lifeline BST for Continental's original
systems under the Social Contract.  There we noted that the creation of a lifeline BST increases
the option of all subscribers and increases competition for services on the upper tiers.  We also
explained that any increase in rates for subscribers that receive both the BST and the CPST
would be de minimis.  It is our belief that the acquired systems will also benefit from the
valuable public benefits resulting from the establishment of a low-cost lifeline BST.  We approve
this provision of the Amendment creating a lifeline BST for Continental's acquired systems.
 D.  Home Wiring
      (i)  Terms of the Social Contract
 43.  Continental will allow subscribers to remove, to maintain, to replace or to rearrange
their home cable wiring so long as it does not create signal leakage or interfere with Continental's
ability to provide services and to collect revenues from that subscriber or other subscribers in a
multiple dwelling.  To facilitate this benefit, Continental will provide the necessary home wiring
materials to subscribers at cost and will identify other sources for such equipment.  Subscribers
will be responsible for the cost of remedying any improper installation.
      (ii) Comments
 44.  We did not receive any comments opposing this provision of the Amendment.
      (iii) Discussion
 45.  We find that the Amendment's home wiring provision benefits subscribers since it
allows subscribers to make changes in their cable wiring without incurring additional costs.  This
will enable customers to make rational choices regarding their home wiring.
 E.  Resolution of Pending Cases
      (i)  Terms of the Social Contract
 46.  The Amendment will resolve all CPST cases pending against Continental's acquired
systems and those BST cases where a la carte channel packages are at issue.  In resolution of
these cases, Continental agrees to pay cash refunds totalling approximately $1.67 million,
including interest, to subscribers in the franchise areas shown in Exhibits 2 and 3 of the
Amendment.  The cash refunds will be paid in the form of credits on subscribers' cable bills.
Refunds will continue to accrue interest until the date that the refunds are actually paid.  LFAs
may elect to opt out of the refund plan, in which case an LFA individually  may calculate
refunds from BST overcharges under our rules.  The Amendment vacates a Letter of Inquiry
("LOI") ruling and four orders which held that certain a la carte packages were not legitimate a
la carte offerings and therefore must be treated as regulated offerings.  All of the acquired
systems' pending petitions for reconsideration of the Commission's rate decisions on the CPST
complaints are vacated as well.
      (ii) Comments
 47.  Many commenters express support for the Amendment's resolution of the pending
rate cases as a way to avoid lengthy and burdensome administrative proceedings.  Some
commenters, however, contend that complainants have the statutory right to have their complaints
adjudicated individually on the record, that the negotiation of the Amendment between
Continental and the Commission constituted a violation of the Commission's ex parte rules.
In addition, two commenters request an explanation of the calculation of interest on the proposed
refunds.  Finally, Brighton, Michigan asks the status of its petition for special relief filed with
the Commission in which it requested, pursuant to 47 C.F.R. 76.933(d), Commission
adjudication of the operator's BST rates which were supported by a cost-of-service showing.
 48.  In its reply comments, Continental cites Commission orders, court cases, and
Congressional authority that establish the right of the Commission to resolve pending cable rate
cases through a global rate settlement.  In response to comments that Section 623(c)(1)(A) of
the Communications Act requires the Commission to adjudicate CPST rate cases on an individual
basis, Continental points out that the plain language of the section simply directs the Commission
to identify criteria for determining when CPST rates are unreasonable and contains no reference
to the types of procedural mechanisms (such as social contracts, for example) that the
Commission must use to apply these criteria to CPST rates.  Continental stresses that the
Amendment eliminates the time, expense, and administrative burdens required of all parties to
adjudicate complex rate disputes, while also providing reasonable refunds to subscribers.
Continental denies that the Amendment was negotiated in violation of the Commission's ex parte
rules, and, as evidence thereof, submits FCC date-stamped copies of letters requesting a meeting
and relaxed ex parte treatment for any specific pending rate proceedings involving the acquired
systems.  Continental provides a detailed explanation of the calculation of the interest on the
proposed refunds.  Finally, Continental agrees to incorporate in the Amendment the review by
the Commission of its BST rates for its acquired system in Brighton, Michigan.
      (iii) Discussion
 49.  We conclude that proper procedures were followed with respect to the Amendment.
As an initial matter, we find that the Commission has the requisite authority to approve the
Amendment.  The Communications Act of 1934 provides the Commission with wide discretion
to resolve rate cases.  Section 4(i) of the Communications Act authorizes the Commission to
"perform any and all acts ... not inconsistent with [the] Act, as may be necessary in the execution
of its functions."  Section 4(j) of the Communications Act provides that the "Commission may
conduct its proceedings in such manner as will best conduce to the proper dispatch of business
and to the ends of justice...."  As we have held in prior orders, we believe that Sections 4(i) and
4(j) of the Communications Act allow us to consider cable operators' proposals to resolve rate
complaints.
 50.  Moreover, the 1992 Cable Act directs the Commission to create "fair and expeditious
procedures for the receipt, consideration and resolution of complaints."  Congress has also
charged the Commission with establishing "the procedures to be used to reduce rates for cable
programming services that are determined by the Commission to be unreasonable and to refund
such portion of the rates or charges that were paid by subscribers after the filing of such
complaint and that are determined to be unreasonable."  Pursuant to these Congressional
mandates, the Commission adopted rules in its Cost Order providing for the use of social
contracts as one method of setting cable rates.  We note that nothing in our Cost Order
prohibits the resolution of past overcharges under a social contract and, as noted above, such
resolutions are within our Section 4 (i) and 4 (j) authority.  A significant purpose of our Cost
Order is to promote the formation and implementation of innovative plans that will encourage
operators to upgrade their systems.  Global rate resolutions are one such plan.  Otherwise, some
cable operators might have little to no incentive to enter into social contracts, and the upgrade
incentive plans contemplated by the Cost Order would remain a mere idea.  To exclude global
rate settlements from a social contract simply because they are not listed in the Cost Order, as
argued by some commenters, could mean that other beneficial provisions such as home wiring
and free services to schools also might be excluded since they, too, are not listed in the Cost
Order.  Moreover, in Cost Order II, the Commission adopted the social contract approach as part
of its final rules and reaffirmed its intent to "remain flexible with respect to the scope and terms
of such [social contract] arrangements."
 51.  There is no statutory requirement that each rate complaint be adjudicated individually.
Rather, the Commission is required by Congress to establish procedures that resolve rate
complaints and provide refunds of excessive charges.  The courts have long recognized that
regulatory agencies have broad discretion to choose among ratemaking methods and procedures
in ratemaking determinations.  As we held in the TCI Order, the lengthy process of adjudicating
each rate complaint and litigating those rulings through the court system is not in the public
interest when an alternative procedure, such as global rate settlement, would ensure reasonable
rates, provide immediate refunds to subscribers, and fulfill the Commission's Congressional
mandate to ensure that challenged CPST rates are not unreasonable.  We believe that Congress'
desire to streamline cable rate regulation, as demonstrated by the passage of the
Telecommunications Act of 1996, supports the adoption of the most expeditious means of
resolving complaints that will afford adequate protection for  subscribers.  To the extent that
we have diverged from the Commission's
rules by adopting the Amendment, we find good cause to waive these rules pursuant to Section
1.3 of our rules.  Such a waiver furthers the purpose of the rules and advances the public
interest in that the Amendment will more effectively achieve the objectives of the 1992 Cable
Act by ensuring the expeditious resolution of rate complaints while protecting consumers from
unreasonable CPST rates.
 52.  In the Cable Ex Parte Order, we held that relaxed ex parte rules apply to discussions
that are general to the cable operator as a whole although they potentially implicate pending rate
proceedings "such as company-wide applications of the cable rules that impact specific rate
proceedings."  A party wishing to take advantage of the modified ex parte procedures under the
Cable Ex Parte Order must submit a written request to meet with the Bureau and a request for
the relaxed ex parte treatment, receive Bureau approval of the requests, serve all parties to each
affected pending rate complaint and/or appeal proceeding with the final version of the specific
company-wide proposed resolution, and allow all parties at least 30 days for comment.  We
conclude that these requirements were complied with here.  By letters dated October 12, 1995,
October 18, 1995, and November 22, 1995, Continental requested relaxed ex parte treatment in
order to discuss broad rate-related matters with Commission officials.  The Bureau subsequently
granted the requests.  All complainants and affected LFAs were served with a copy of the
proposed Amendment and given 45 days to comment.  The Commission has reviewed the
comments, which, in some instances, have resulted in changes to the Amendment.  LFAs and
other affected parties have been given ample opportunity to participate in this procedure.  We
conclude that the Commission's ex parte procedures in this case have been fully complied with.
 53.  The Cost Order states that when a cable operator submits a proposed upgrade
incentive plan to the Bureau, it should include statements from affected LFAs.  In the
Continental Social Contract Order, the Commission waived its requirement that a statement be
filed by the local LFA at the time an upgrade proposal is made to the Bureau.   Instead, LFAs
were given the opportunity to make statements at the time the proposed Social Contract was
released publicly.  The Commission recognized that the comment period provided ample
opportunity for LFAs "to express their concurrence with or opposition to the proposed agreement"
and that "the Cable Ex Parte Order contemplated this type of process, with the final proposal
being offered for comment."  The same situation exists here, except that in addition to the
interests of LFAs from the original systems, the concerns of numerous LFAs from the acquired
systems are also involved.  The comment period has provided ample opportunity for LFAs and
other affected parties to express their views as to the Amendment and to participate in its
finalization.  In keeping with the Social Contract Order, and on our own motion and for good
cause shown, we waive the requirement that LFA statements be included in the submission of
Continental's amended upgrade incentive proposal.
 54.  In reaching a resolution of the rates and refunds in the acquired systems, we
evaluated the pending complaints and found that most of Continental's refund liability results
from a la carte packages, primarily in the Florida systems it acquired from the Providence
Journal.  The adjustments to liability we made emanate from a review of the circumstances
involving these a la carte channels.  The 1992 Cable Act, which established cable rate regulation,
exempted video programming provided on a per program or per channel basis from regulation
as a cable programming service yet directed the Commission to take steps to prevent evasions
of rate regulation resulting from retiering services.  The Commission adopted rules and
guidelines to implement this mandate and, in response to complaints, the Bureau sent letters
of inquiry (LOI) to cable operators who had created packages of a la carte channels on the eve
of rate regulation.
 55.  An LOI was sent to the acquired system in Hialeah, Florida.  The Hialeah operator
had created two packages of a la carte channels on September 1, 1993, Cable Plus with six
channels and the Expanded package with four channels.  They continued to offer a substantial
CPST.  The LOI focused on the perspective that exempting particular packages from rate
regulation provided an opportunity to engage in evasive maneuvers inconsistent with the policies
of the 1992 Cable Act.  Specifically, the question was whether the operator was allowed to
remove the entire Cable Plus tier from rate regulation and the additional channels that were
removed with the Expanded package.  After the restructuring, customers automatically continued
receiving the CPST packages and few changed to a la carte offerings.  In its ruling, the Bureau
concluded that the per channel offerings were not realistic service offerings, and were therefore
subject to rate regulation.  It applied this determination to all of the Providence Journal Florida
systems in rate orders for Hialeah and Coral Gables, which offered the same packages, and
Naples and surrounding parts of Collier County, which both offered a single eight-channel Cable
Plus package.  The rate orders added the a la carte channels to the number of regulated channels,
and resulted in increased refund liability for the operators.  The Bureau ordered refunds through
May 14, 1994 and adjustment of the benchmark rates, but stayed the effective dates of the rate
orders pending action on the operator's petition for reconsideration of the LOI ruling, because
"our resolution of the issues pending . . could require revisions to our analysis . . . ."
 56.  Not addressed by the Bureau in either the ruling or rate orders was the degree of
subscriber penetration of a particular a la carte package.  Subscriber penetration is an element
to be considered in a social contract context in determining whether a package should be returned
to rate regulation.  Returning channels to rate regulation, while allowing the subscriber to receive
what was removed, also requires the subscriber to pay for those channels returned.  As low
subscriber penetration evidences lack of interest in programming, the impact of returning channels
to rate regulation may result in offerings subscribers do not want to receive, much less pay for.
Our review of the a la carte ruling and rate orders for the Florida acquired systems in this context
included evaluating the degree of subscriber penetration for the packages involved.
 57.  The Cable Plus package had low penetration everywhere except the Naples area.
Subscription to the package was not tied to subscription to any other CPST.  The operator
continued to offer a substantial CPST, attracting a far greater percentage of the system's
subscribers than Cable Plus.  Returning an a la carte package that attracted little interest to rate
regulation could increase costs subscribers as they would pay for channels they had disregarded
when offered a la carte.  There is a reasonable perspective that the goal of subscriber choice was
enhanced, or at least not reduced, by the Cable Plus package.  Because of the low subscriber
penetration, and because a la carte packages with six channels have not been found to have
clearly evaded rate regulation, we determined not to include six Cable Plus channels in the a
la carte refund calculations as called for in the LOI ruling and the Bureau rate orders, even
though in the situation addressed in the LOI ruling Cable Plus was converted to an a la carte
package on the same day the Expanded package was created.  We are not according the same
refund treatment, however, to the Expanded package where it was offered along with Cable Plus,
because of the substantial penetration of the Expanded package and the cumulative impact on
rates.
 58.  In reviewing complaints about Continental's other systems offering a la carte
packages of more than six channels in the aggregate, we are excluding six channels from the
refund calculation. A la carte packages involving only a small number of channels generally have
not been found to be unreasonable, and for equitable reasons cable operators have not been
subjected to refund liability for small a la carte packages, including packages of six channels.
Subscribers have benefitted from the choice multiple packages provide and have had the choice
of paying for them only if they chose to subscribe to them.  Although Bureau rate orders have
generally treated small a la carte packages as NPT whose rates are not regulated, in this case a
la carte packages will be converted to migrated product tiers and subject to rate regulation for
the duration of the Social Contract.  Under these circumstances and in the context of the
overall Social Contract, this resolution of the refund issues is reasonable.
 59.  In determining refunds, we decided that inflation data should not be refreshed and
that any CPST undercharges should be offset against BST and a la carte liability.  In the
context of a universal resolution of all rate complaints for the acquired systems and obtaining the
other benefits of the amendment, adding the inflationary adjustments applicable in individual rate
determinations would have prolonged resolution as it would have implicated a number of
offsetting issues.  Allowing CPST undercharges to offset BST and a la carte liability in this case
moves to resolution all these categories, while ensuring that subscribers received refunds for
charges in excess of the overall rate allowed by our rules.
 60.  In response to the requests for an explanation of the interest rate applied to the
refunds, we note that the Amendment defines "interest" as "the Internal Revenue Service rate of
interest for tax overpayments," which is also the interest rate provided in our rules for the
payment of refunds.  Continental's refund obligations already include interest calculations
through July 1, 1997 (for the a la carte-related refunds) and through April 1, 1997 (for the non
a la carte-related refunds).  Continental will pay additional interest charges, calculated identically,
on any refunds not paid by the respective dates through which interest has been calculated until
the refunds are actually paid.
 61.  Finally, resolution of the Brighton, Michigan BST case will be added to the
Amendment.  Previously, we had proposed the resolution of a single cost-of-service BST rate
case involving the Westerly, Rhode Island Providence Journal system which had been referred
by the LFA to the Commission for a decision.  In that case, we found the BST rate reasonable.
In the Brighton, Michigan (CUID MI0207) case, after review of the BST cost-of-service showing
by Columbia Associates, L.P., the prior owner of the Brighton system, we find that the BST rate
in Brighton is not justified by the cost-of-service showing.  A refund liability of $5.00 per
subscriber is indicated.  There are 2,475 subscribers in the Brighton franchise area.  Total refund
liability is $12,375.  The Brighton refund liability will be added to Exhibit 3, which increases
Continental's total refund liability in the communities listed in that Exhibit to $108,575.
 F.  Migrated Product Tiers
 (i)  Terms of the Social Contract
 62.  Under the Proposed Amendment, in acquired systems that did not create packages
of a la carte channels between April 1, 1993 and September 30, 1994, and in all formerly
Cablevision of Chicago franchises where no a la carte package currently exists, Continental will
be permitted to create MPTs with up to four services migrated in a revenue-neutral manner from
the BST and/or CPST.  There will be no limitation on the number of new channels that
Continental may add to the MPTs at the price of up to $.20 per channel plus license fees.  On
or after January 1, 1997, Continental may convert the MPTs created under the original Social
Contract to new product tiers ("NPTs") by filing a notice with the Commission on or after that
date.  In acquired systems that created either an "Expanded" package of a la carte channels
(which generally consists of four a la carte channels) or a "Cable Plus" package with six or fewer
channels, Continental will treat these a la carte packages as MPTs with the initial price set at the
current rate.  Continental may convert an MPT created under the Amendment to an NPT by filing
a notice with the Commission on or after July 1, 1997.  In acquired systems where both the
Expanded and Cable Plus packages exist, Continental may maintain the channel configurations
of such packages and set their initial rates at current rates.  These packages will be treated as
MPTs for the full term of the Contract.  In the Naples, Florida systems where the Cable Plus
package consists of eight a la carte channels, Continental will return four channels to the CPST.
The remaining four channels will be treated as an MPT subject to conversion to an NPT.
 (ii) Comments
 63.  Several commenters oppose this provision of the Amendment.  In its reply
comments, Continental notes that these commenters do not criticize any specific aspect of the
Amendment's MPT provision nor do they challenge the Commission's authority to allow MPTs
to be created.  Instead, the commenters merely assert, without any explanation, that the MPTs
in general will not benefit subscribers.
 (iii) Discussion
 64.   Treatment of the Expanded and Cable Plus packages is consistent with our treatment
of comparable packages in other rate resolutions.  In addition, the Cable Plus package is low-
penetrated, except in the Naples, Florida systems.  Consequently, our decision to permit
Continental to continue to offer that package, except in Naples, is consistent with our intention
to promote choice for subscribers.  Were we to require Continental to return the low-penetrated
Cable Plus package to a regulated tier, subscribers would be offered less choice and required to
pay more for the tier to which the package was added.   We have previously determined that the
creation of MPTs and NPTs is beneficial to subscribers since it will expand subscribers'
programming choices and better enable subscribers to purchase only the services they want.
The CPST will continue to be offered as well as an MPT and subscribers will have the choice
to take either or both tiers.  We note that the provision prohibits Continental from requiring
subscribers to purchase the CPST in order to obtain MPT or NPT service.  Because multiple
packages offer subscribers more choice, and allow subscribers to pay only for what interests
them, we accepted Continental's proposal to preserve the benefits of the a la carte packages
through MPTs, which will have regulated rates and will be retained for the duration of the Social
Contract for the acquired systems.  We believe that, under these circumstances, consumers will
benefit more from this provision of the Amendment than if the Cable Plus and Expanded
packages were converted to CPST.  Consistent with allowing MPTs, the a la carte channels
permitted in MPTs were not counted as regulated channels for purposes of determining the
maximum permitted benchmark rates and evaluating current rates.  Vacating the Bureau Rate
orders in this regard is necessary to permit MPTs for the Florida systems and also for
Continental's Cablevision of Chicago franchises.
 G.  Service to Schools
 (i)  Terms of the Social Contract
 65.  Under the Amendment, Continental will provide a free cable connection to all of the
public schools (grades K-12) located within 200 feet of the activated plant of its cable system.
Continental will also provide a cable connection at cost to any other unserved K-12 public school
located beyond 200 feet of the activated plant of its cable systems but within its franchise area.
Continental will further provide a cable connection at cost to all secondary private schools within
its franchise area that receive funding under Title I of the Education and Secondary School Act.
BST and CPST services will be provided without cost to each outlet in the connected public and
private schools.  Continental will wire additional classrooms in existing schools at cost.  For new
public schools and existing public schools undergoing extensive rehabilitation, Continental will
attempt to coordinate with local officials and contractors to wire each of the classrooms in new
schools free of charge.
 66.  Continental will also provide the connected schools with free materials which explain
the educational applications of Comcast's cable services and with a monthly educational program
guide containing curriculum support ideas.  In addition, within one year after Continental has
made its on-line personal computer service commercially available in a specific franchise area,
it will offer this service to each connected school free of charge during the school year and also
provide a free modem to access the service.  Continental will provide additional modems at cost
and free on-line service for each modem purchased.  Continental will also sponsor local
workshops and training materials for teachers.
 (ii) Comments
 67.  The vast majority of comments overwhelmingly support this educational provision
of the Amendment because it provides children with the necessary tools to compete in a
technological world.  The Collier County Public Schools express their belief that the
Amendment will ensure "that the schoolchildren of America are not left behind on America's
information super highway."  Jacksonville Cities in Schools, Inc. states that "Continental
Cablevision's work to enhance the technological capabilities of our schools will truly be of
significant benefit to the youth of our community."  Lincoln Unified School District informs
the Commission that they have "worked on numerous projects with Continental in the past and
fully support and appreciate the opportunity to continue this partnership."  Several commenters
request that the proposed services be expanded to local governments, which would include local
libraries and parks.  Elmhurst, Illinois proposes that Continental provide a free service
connection to each school building rather than to each school.  Elmhurst, Illinois also proposes
several revisions to the wording of the provision in order to specify Continental's exact
commitments to the schools.  One commenter asks that Continental commit to supply the
schools with a "multi-user broadband-to-ethernet modem providing data throughput at 4 Mbps
or higher."  Several commenters argue that the Amendment's educational benefits are already
required by most franchise agreements or soon will be under franchise renewal agreements.
Fairborn, Ohio contends that the Amendment will not benefit its schools since they already
independently subscribe to the Internet service.
 68.  In its reply comments, Continental rejects Elmhurst, Illinois' proposal that Continental
provide a free service connection to each school building rather than to each school.  Continental
points out that it already is making a substantial financial commitment by agreeing to provide
free service connections to more than 5,000 schools without recovering the cost for these
connections as external or other costs.  Continental argues that since it will provide free BST
and CPST service to all additional outlets, as well as free access to its on-line service to each
cable modem in the school, the entire school complex (including multiple buildings) will
benefit.  For the same reason that it would be financially unrealistic for Continental to commit
to an extension to all school buildings, Continental rejects proposals to modify the educational
provision of the Amendment to include local government entities.  Continental accepts,
however, several revisions proposed by Elmhurst, Illinois to the wording of the school
commitment provision and supports modification of the Amendment accordingly.  These
revisions include a clarification that the cable modem and access to the on-line service will be
available during the summer months as long as schools are open.  These revisions are contained
in the modified Amendment at section III.B.
 (iii) Discussion
 69.  We believe that the educational services which Continental has agreed to provide are
a significant part of the Amendment.  The enthusiastic endorsement of these provisions by
numerous commenters confirms this belief.  While the Amendment does not, and is not intended
to, include local government entities or all school buildings, it does bring new or improved
educational opportunities to both public and private schools.  The cost of these services will be
borne by Continental and is not included within the upgrade costs that form the basis for the rate
increase authorized under the Amendment.  We believe that these educational benefits will enable
many students to enter the information age and to receive the  expertise necessary to succeed in
today's highly technical environment.
 70.  The educational services provision purposefully avoids specific technical parameters
with respect to the modems to be supplied by Continental since the technology used to provide
high-speed data service using a cable system is changing so rapidly.  Technical specifications
could be counterproductive to the extent they lock in a commitment to an older technology.
Regardless of the precise technical parameters of the modems ultimately supplied by Continental,
all modems will support advanced uses, such as multiple, simultaneous connections to the
Internet via a school's own internal network, or to a school-installed Internet server for student
and faculty e-mail or Web pages.
 71.  Finally, we accept the modifications proposed by Elmhurst, Illinois to the educational
services provision which clarify the educational benefits Continental will provide under the
Amendment.  Continental has agreed to these changes.
 H.  Waivers
 72.  The Amendment furthers the Commission's policy goals of ensuring that cable
operators expand the capacity and programs offered over their systems where economically
viable, and reducing regulatory burdens and other policy objectives specified in the 1992 Cable
Act, while still ensuring that cable rates are reasonable.  As we have noted previously, several
aspects of the Social Contract do not conform precisely to the Commission's rules.  As a result,
we concluded that special circumstances warranted a deviation from the Commission's generally
applicable rules and that a waiver of such rules is in the public interest.  Accordingly for the
reasons stated in the Social Contract Order, we extend the waivers granted in that Order to the
Amendment as well.  Continental also asks that we waive our requirement that cable operators
file their FCC Forms 1205 two months after the effective date of the new rules implementing
Section 301(j)(7)(A) of the Telecommunications Act of 1996.  Without this waiver, Continental
would be required to restructure equipment rates prior to January 1, 1997, even though
Continental may not restructure its BST and CPST rates under the Amendment until January 1,
1997.  We believe that permitting Continental a deferral of the Form 1205 filing deadline to
make a one-time restructuring of rates furthers the goal of reducing administrative burdens and
subscriber disruption.
 73.  In addition, Continental seeks a waiver of 47 C.F.R.  76.922 and 76.923 to allow
adjustment of CPST rates by the $1.00 adjustment set forth in Section III.D. of the Amendment
in lieu of the two rounds of Going Forward adjustments permitted by the Social Contract.  We
believe that this waiver is in the public interest and should be granted.  First, as noted above, the
Commission has verified that the costs of the Continental upgrades are reasonable and necessary,
that the $1.00 adjustment is an appropriate mechanism for recovering the costs for such
nationwide upgrades, and that CPST rates resulting from the $1.00 adjustment will be reasonable.
Second, as we have stated previously, we believe that the $1.00 cost recovery mechanism is
beneficial to consumers in that it provides orderly and predictable rate increases, thus avoiding
"rate shock".
 74.  Accordingly, we find good cause to waive the above provisions of the Commission's
rules and believe that such waivers will expedite the significant benefits that will be provided by
implementation of the Amendment.
 I.  Preemption of State and Local Notice Requirements
 75.  Continental has asked the Commission to preempt, on a one-time basis, local
franchise rules which require more than 30 days advance notice of rates and service charges to
subscribers in connection with its implementation of the Amendment.  Continental explains that
without the exemption, it will be unable to comply with both the January 1, 1997 rate
restructuring deadline mandated by the Amendment and the 60 or 90 day advance notice
requirement set by some LFAs.
 76.  We think that prompt implementation of the Amendment will best serve the public
interest.  We believe that preemption is necessary here since state and local notice requirements
may hinder Continental's ability to implement rate adjustments uniformly pursuant to the terms
of the Amendment by January 1, 1997.  In order to realize the Amendment's goal of providing
rate stability to subscribers, it is imperative that Continental implement the upgrade surcharge
provided for under the Amendment by January 1, 1997.  Therefore, to allow Continental to
implement the rate restructuring and MPT provisions of the Amendment, any local franchise
agreement or any state or local law or regulation is preempted on a one-time basis to the extent
that it requires Continental to give greater than 30 days advance notice of rate and service
charges to subscribers.  Such preemption shall be limited to the period prior to January 1, 1997,
although we encourage Continental to notify subscribers of the implementing rate adjustments
as soon as possible.
 J.  Clarification Of The Definition Of "Current Rates"
 77.  Continental has requested that the definition of "current rates" in the Amendment be
revised to make it clear which BST rate Continental will use as the beginning rate for the lifeline
basic tier restructuring.  Continental believes that such an approach will help to avoid disputes
at the time of restructuring.
 78.  Under its proposal, in most cases, Continental will use the actual BST rate as of
March 6, 1996 as the beginning BST rate for the lifeline basic tier restructuring.  In cases where
an acquired system had given notice to subscribers and/or filed a Form 1210 regarding a BST
rate increase prior to January 1, 1996, the increased BST rate will be used as the beginning BST
rate.  If, however, the increased rate cannot be used for the lifeline basic tier restructuring
because the LFA had issued a tolling order that is still in effect on the restructuring date,
Continental will use the actual BST rate in effect on March 6, 1996 for the restructuring, subject
to the LFA's ultimate decision on the increased rate.  After the LFA issues its decision,
Continental will set the lifeline rate in accordance with section IV.A.6. of the Amendment.  If
the LFA-ordered rate is higher than the actual BST rate, Continental may adjust the lifeline BST
rate accordingly.  We believe Continental's proposal is reasonable and will avoid unnecessary
implementation disputes.  Accordingly, we modify the Amendment's definition of "current rates"
as follows:
 " 'Current rates' means the rates in effect in the franchises of the Acquired Systems as of
 the Amendment Publication Date March 6, 1996, or the rates that will become effective
 after the Amendment Publication Date March 6, 1996 and for which notice was given to
 subscribers and/or for which a Form 1210 was filed on or before January 1, 1996."
 [Italics reflect new language.]
 K.  Other Issues
 (i) Comments
 79.  One commenter claims that the comment period was too short and requests an
extension of time to file comments.  Another commenter, Madison Heights, Michigan, alleges
that Continental impermissibly changed its rates subsequent to the issuance of a final local rate
order.
 (ii) Discussion
 80.  We have allowed two months for comments and reply comments on the Amendment,
and have accepted all late-filed comments.  We think that this period of time correctly balances
the need for public comment with the need to make the public benefits of the Amendment
available as soon as possible and that there was adequate opportunity to comment.  We also note
that of all the parties that filed comments, only one complained that the comment period was
too short.  We therefore deny commenter's request for an extension of the comment period.
 81.  This order is limited to the Amendment and issues thereunder.  Any comments
unrelated to the Amendment are outside the scope of this proceeding.  We cannot consider the
comments of Madison Heights, Michigan in this order and reserve the right to consider its claim
in a separate, individual proceeding.
IV.  CONCLUSION AND ORDERING CLAUSES
 82.  For the reasons discussed above, we conclude that it is in the public interest to adopt
the Amendment of the Social Contract between Continental and the Commission as modified
above.
 83.  Accordingly, for the reasons set forth above, IT IS ORDERED that the Amendment
attached to this Order as Appendix A, including the modifications noted in this Order IS
ADOPTED.
 84.  IT IS FURTHER ORDERED that the waiver of any Commission rule that is
necessary to effectuate the terms of the Amendment, including but not limited to 47 C.F.R. 
76.309(c)(3)(i)(B); 76.922; 76.923; 76.924(c); 76.930; 76.933; 76.942(d)(2); 76.950-963; 76.964;
and 76.987(b)(2), IS GRANTED.
 85.  IT IS FURTHER ORDERED that all proceedings pending review before the Bureau
and the Commission with respect to rate complaints against the CPST rates of Continental and
which are the subject of the Amendment ARE RESOLVED.
 86.  IT IS FURTHER ORDERED that the orders issued by the Bureau with respect to
CPST rate complaints against Continental and which are the subject of this Amendment ARE
VACATED AND SUPERSEDED by this resolution.
 87.  IT IS FURTHER ORDERED that preemption of any local franchise agreement or
any state or local rule or regulation that requires Continental to give more than 30 days' notice
of rate and service changes to subscribers for the period prior to January 1, 1997 IS GRANTED.
 88.  IT IS FURTHER ORDERED that the Cable Services Bureau is given delegated
authority to oversee implementation of this Order.
 89.  IT IS FURTHER ORDERED that this Order is effective upon adoption.
 FEDERAL COMMUNICATIONS COMMISSION
 William F. Caton
 Acting Secretary
 APPENDIX A
                       CONTINENTAL CABLEVISION, INC.
                       AMENDMENT TO SOCIAL CONTRACT
                             TABLE OF CONTENTS
                                                                   PAGE NO.
I.    SCOPE OF AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . .  1
 A.   Cablevision of Chicago Systems . . . . . . . . . . . . . . . . . .  1
 B.   Consolidated Cablevision System. . . . . . . . . . . . . . . . . .  1
 C.   Providence Journal Systems . . . . . . . . . . . . . . . . . . . .  2
 D.   Columbia Associates, L.P. Systems. . . . . . . . . . . . . . . . .  2
 E.   N-COM Systems. . . . . . . . . . . . . . . . . . . . . . . . . . .  2
II.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
III.  AMENDMENTS TO THE SOCIAL CONTRACT THAT APPLY
      TO ALL  CONTINENTAL SYSTEMS, INCLUDING THE
      ACQUIRED SYSTEMS . . . . . . . . . . . . . . . . . . . . . . . . .  3
 A.   Additional System Upgrade Commitments. . . . . . . . . . . . . . .  3
 B.   School Commitments . . . . . . . . . . . . . . . . . . . . . . . .  4
 C.   Cable Home Wiring Commitments. . . . . . . . . . . . . . . . . . .  7
 D.   CPST Rates Subject to Price Cap. . . . . . . . . . . . . . . . . .  8
 E.   Migrated Product Tiers and New Product Tiers . . . . . . . . . . .  9
 F.   Uniform BST and CPST Service Rates . . . . . . . . . . . . . . . .  9
 G.   Acquired and Divested Systems. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10
IV.   AMENDMENTS TO THE SOCIAL CONTRACT THAT APPLY
      ONLY TO THE ACQUIRED SYSTEMS . . . . . . . . . . . . . . . . . . . 11
 A.   Creation of a Low-Cost, Lifeline Basic Tier in Acquired
      Systems. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
 B.   Procedures for Filing and Review of Social Contract
      Rates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
 C.   Equipment and Installation Rates . . . . . . . . . . . . . . . . . 14
 D.   Migrated Product Tiers and New Product Tiers . . . . . . . . . . . 14
 E.   Settlement of Pending CPST Rate Cases and Refunds. . . . . . . . . 17
 F.   Term of this Amendment . . . . . . . . . . . . . . . . . . . . . . 21
 G.   Service on Interested Parties. . . . . . . . . . . . . . . . . . . 21
I.    SCOPE OF AMENDMENT.
 Pursuant to section III.H.1. of the Social Contract for Continental
Cablevision, Inc. ("Continental") (FCC 95-335, approved August 1, 1995)
("Social Contract"), this Amendment incorporates certain systems
recently acquired by Continental into the Social Contract.  The
following systems ("Acquired Systems") are covered by this Amendment:
 A.   Cablevision of Chicago Systems.  This acquisition closed on
      August 4, 1995.  The Cablevision of Chicago systems pass
      approximately 206,000 homes and serve approximately
      92,000 subscribers in 31 franchise areas near Chicago, IL.
 B.   Consolidated Cablevision System.  This acquisition closed on
      September 7, 1995.  The Consolidated Cablevision system
      passes approximately 37,000 homes and serves
      approximately 12,000 subscribers in 14 franchise areas near
      Fresno, CA.
 C.   Providence Journal Systems.  This acquisition closed on
      October 5, 1995.  The Providence Journal systems pass
      approximately 1,251,000 homes and serve approximately
      753,000 subscribers.  Systems are located in California,
      Florida, Idaho, Massachusetts, Minnesota, New York, Rhode
      Island, Washington, and Wisconsin.  A total of 157 franchise
      areas are included in these systems.
 D.   Columbia Associates, L.P. Systems.  This acquisition closed on
      October 15, 1995.  The Columbia Associates, L.P. systems
      pass approximately 122,000 homes and serve approximately
      76,000 subscribers in 16 franchise areas in Washtenaw and
      Livingston counties, MI.
 E.   N-COM Systems.  This acquisition closed on December 27,
      1995.  The           N-COM systems pass approximately 90,000
      homes and serve approximately 54,000 subscribers in 28
      franchise areas in Wayne and Washtenaw counties,  MI.
 Some of the modifications to the Social Contract specified in this
Amendment apply solely to the Acquired Systems.  Others apply to all
Continental systems, including the Acquired Systems.  The scope of
each of the provisions is indicated.  All provisions of the Social
Contract not specifically modified by this Amendment will remain in
effect with respect to all Continental systems, including the Acquired
Systems.
II.   DEFINITIONS.
 For purposes of this Amendment, the following definitions shall
apply.  When used throughout this Amendment, these terms are
capitalized.
 A.   "Acquired System Eligible Subscribers" means all non-bulk,
      residential subscribers of record in the Continental
      franchises listed in Exhibits 2 and 3 to this Amendment as of
      the date bills are issued reflecting Refunds.
 B.   "Amendment Effective Date" means the date on which the
      Commission adopts the Amendment Order.
 C.   "Amendment Order" means a Commission order regarding
      the terms of this Amendment.
 D.   "Amendment Publication Date" means the date on which this
      Amendment is placed on public notice by the Commission.
 E.   "Cost" means actual dollars used to purchase or acquire
      materials as        documented on invoices, statements,
      canceled checks, etc., to which shall be     added an
      amount equal to 11.25% of the actual dollar cost as and for a
           reasonable rate of return (profit), overhead, and
      administrative expenses.      Where applicable, "Cost" shall
      also include labor costs calculated at the applicable Hourly
      Service Charge as defined by 47 C.F.R.  76.923(d).
 F.   "Current Rates" means the rates in effect in the franchises of
      the Acquired Systems as of March 6, 1996, or the rates that
      will become effective after March 6, 1996 and for which
      notice was given to subscribers and/or for which Form 1210
      was filed on or before January 1, 1996.
 G.   "Implementation Date" means the date, prior to January 1,
      1997, on which Continental implements in a particular
      franchise area the Lifeline Basic tier restructuring and other
      rate adjustment provisions contained in sections IV.A. and
      IV.D. of this Amendment and initiates the payment of
      Refunds specified in section IV.E. of this Amendment.  The
      Implementation Date may vary from franchise area to
      franchise area.
 H.   "Interest" means the Internal Revenue Service rate of interest
      for tax overpayments.
 I.   "Regulated Services" means services added to a CPST or
      MPT, provided the latter does not become an NPT before
      January 1, 2001.
 J.   "Refunds" means credits on subscriber bills as provided in
      this Amendment.
III.  AMENDMENTS TO THE SOCIAL CONTRACT THAT APPLY TO ALL
      CONTINENTAL SYSTEMS, INCLUDING THE ACQUIRED SYSTEMS.
 A.   Additional System Upgrade Commitments.
 Continental makes the following additional infrastructure
upgrade commitments beyond those set forth in section III.E. of the
Social Contract:
      1.   Continental will increase the capital investment
           commitment specified in section III.E.1. of the Social
           Contract from $1.35 billion to $1.7 billion to upgrade
           its systems, including the Acquired Systems, to the
           technical specifications set forth in section III.E.2. of
           the Social Contract.
      2.   From the date of commencement of the Social Contract
           to the end of the Social Contract, on average,
           Continental systems (weighted by BST subscribers)
           will contain 10 additional Regulated Services, but in
           no event will any Continental system contain fewer
           than five additional  Regulated Services.
      3.   At least 70% of all capital expended in connection with
           Continental's system upgrade commitment will be
           applied for the benefit of BST and/or BST and CPST
           subscribers.
 B.   School Commitments.
      1.   Continental will provide a service connection at one
outlet in all public schools (grades K-12) located within 200 feet of the
activated plant of its cable systems.  Such connections will be made free
of charge and as promptly as possible to all unserved schools
requesting such a connection.  Upon request, Continental will provide,
at Cost, such a service connection to any other unserved K-12 public
school located within its franchise areas but beyond 200 feet of the
activated plant of its cable systems.  If any internal wiring installation
is requested to serve additional outlets in any public school, it will be
provided at Cost; provided, however, that such internal wiring will be
provided without charge if Continental is able to coordinate with other
comparable electrical wiring installation in cases of new construction or
substantial rehabilitation of existing schools in Continental's franchise
areas.
      2.   Continental will provide a service connection,
including any requested internal wiring for additional outlets, to any
unserved private secondary school (as defined by, and which receives
funding pursuant to, Title I of the Elementary and Secondary Education
Act of 1965, 20 U.S.C.  241a et seq., as amended) located within its
franchise area.  Such connections will be provided at Cost and as
promptly as possible to all such schools requesting such a connection.
      3.   Any public or private school connected pursuant to
subparagraphs 1 or 2 may elect to install its own internal wiring and to
bear the cost thereof.  Free BST and free CPST service will be provided
to each outlet in all connected public and private schools.
      4.   Continental will provide a free monthly educational
program listing to each connected school.  Additional copies of such
program listings will be provided, if requested by a school, at Cost, but
the school may also copy same at its own expense for its internal use.
Such educational program listing will identify and describe
programming on the Continental system that is appropriate for use in
the classroom and will provide suggested curriculum support ideas.
      5.   Continental will develop and provide to each
connected school materials for teachers that explain the educational
applications of Continental's broadband cable systems and services.
The materials will include a self-explanatory notebook and video.  One
free copy of each set of such materials will be provided to each and
every connected school building.  Additional copies of such materials
will be provided, upon request, at Cost.
      6.   Within one year after Continental makes an on-line
service for personal computers commercially available in a specific
franchise area, Continental will, upon request by the local school
department, provide schools within such franchise area with one free
connection to such on-line service.  At a minimum, such on-line service
will provide access to the Internet.  Upon request, each connected
school will receive one free cable modem and free, unlimited access to
the Continental on-line service for use during the school year.
Additional cable modems and operational support and services (for
example, assisting connected schools in setting up and maintaining
reliable Internet connections), will be provided to connected schools at
Cost, upon request.  Free access to the Continental on-line service will
be provided through each such modem for use during the school year,
which school year includes summer months if the school offers any
classes during the summer months.  In addition, Continental will
sponsor local workshops at a convenient location in each region to
educate teachers about its on-line service and to provide connected
schools with an opportunity for hands-on training concerning all
educational services being provided by Continental.
      7.   Continental agrees not to seek to recover the cost for
these connections as external or other costs.
      8.   Nothing herein shall affect the enforceability of any
otherwise valid preexisting local franchise agreement, ordinance, local
law, or regulation which provides benefits which exceed those provided
in the Social Contract relating to system upgrades or the wiring of
schools, nor shall LFAs be restricted in their authority to negotiate for
such additional benefits after the Amendment Effective Date.
 C.   Cable Home Wiring Commitments.
      1.   Prior to a customer's termination of cable service,
Continental will not restrict the ability of a customer to remove,
replace, rearrange, or maintain any cable wiring located within the
interior space of the customer's dwelling unit, so long as such actions
do not interfere with the ability of the Continental system to meet
Commission technical standards or to provide services to, and collect
associated revenues from, that customer or from any neighboring
customer in a multiple dwelling context.  Continental's ownership
rights to such cable home wiring shall be no less than that provided by
applicable law or regulation.
      2.   Upon commencement of cable service, and annually
thereafter, Continental will notify customers of their rights and options
relating to cable home wiring.  Such notice will advise customers that
they may either: (a) remove, replace, rearrange, or maintain the cable
home wiring themselves; (b) select a qualified third-party contractor to
perform these services; or (c) request the Continental system to provide
such services at Cost.
      3.   Such notice will inform customers that if any cable
home wiring is installed or rearranged by anyone other than
Continental, and any harmful or improper signal leakage occurs as a
result, the customer may be held responsible for the cost of rectifying
the problem.  Continental recognizes that it is required by Commission
rules to terminate service to any location where signal leakage
problems are not corrected.
      4.   Such notice will encourage Continental customers to
use high-quality home wiring materials to avoid signal leakage and to
maintain signal quality.  Continental will offer such materials to
customers at Cost.
      5.   Prior to disseminating the notice to Continental
customers, Continental will provide a model of the notice to the
Commission for its approval.  Such approval shall not be unreasonably
withheld.
 D.   CPST Rates Subject to Price Cap.
      1.   All Continental systems other than the Acquired
Systems may increase monthly CPST rates by $1.00 in each of 1997,
1998, and 1999, and all Acquired Systems may increase monthly CPST
rates by $1.00 in each of 1996, 1997, 1998, and 1999.  These rate
increases have been established at a level designed to recover solely
those costs allocable to BST and CPST subscribers.
      2.   During the term of the Social Contract, the only other
permitted increases to regulated CPST rates will be for inflation,
increases in external costs, and any other adjustments permitted by the
Social Contract, as amended, or by Commission rules.  However,
Continental will not avail itself of any per-channel adjustment
permitted by the Going-Forward rules for any programming channels
added to the CPST after the Amendment Effective Date, except where
Continental has upgraded or rebuilt a particular system during 1996
which is not an Acquired System and has not previously added any
channels on such system during 1996 pursuant to the Going-Forward
rules.  In addition, Continental will not implement the second round of
Going-Forward channel additions from 1998 through 2000 pursuant to
section III.C.2. of the Social Contract.  As of the Amendment Effective
Date, the second sentence of section III.C.2. of the Social Contract will
be superseded by this Amendment.
      3.   Any per-channel adjustments implemented pursuant to
the Going-Forward rules by any Acquired System for services added in
1996 shall be netted against the initial $1.00 CPST adjustment.  Upon
implementation of any such net initial CPST adjustment, such Acquired
Systems will be allowed to concurrently adjust CPST rates to reflect any
license fees not already passed through to subscribers associated with
any such services added to such systems in 1996.
 E.   Migrated Product Tiers and New Product Tiers.
 Continental may convert the MPTs created under the Social
Contract to NPTs by filing a notice with the Commission and with
affected LFAs of its intention to do so on or after January 1, 1997.
Continental may convert the MPTs created under this Amendment
(except for the MPTs created under section IV.D.3. of this Amendment)
to NPTs by filing a notice with the Commission and with affected LFAs
of its intention to do so on or after July 1, 1997.  If Continental does
not file such NPT notice with respect to a particular MPT, such MPT
will retain its MPT regulatory status (including the limitation on price
increases to the recovery of inflation and external costs and $.20 plus
license fees for all new MPT services), and the services added to such
MPT will be counted as Regulated Services as defined in this
Amendment.
 F.   Uniform BST and CPST Service Rates.
 If the Commission adopts new rules allowing cable operators to
restructure their regulated rates to achieve pricing uniformity on a
regional or statewide basis, Continental will be permitted to implement
such restructurings in all of its systems, including the Acquired
Systems.
 G.   Acquired and Divested Systems.
      1.   If Continental sells or trades any cable system that is
covered by the terms of the Social Contract (including all amendments
thereto) prior to December 31, 2000, and Continental had implemented
the $1 price cap mechanism in such system pursuant to section III.D.1
of this Amendment, the subscribers of such system will be eligible for
refunds of the increases, in the event that:  (a) the system is not at 550
MHz of capacity at the time of such sale or trade; and (b) the system is
not upgraded to 550 MHz on or before December 31, 2000 by any
subsequent owner of such system.  Such refunds will be paid in the
form of bill credits to CPST subscribers of such system existing at the
time refunds are distributed.
      2.   Any such refunds will:  (a) be based on all funds
collected by Continental through the $1 increases prior to such sale or
trade; and (b) be offset by any increases to which Continental would
have been entitled, but which it did not implement, relating to the
$0.20 per-channel "Operator's Cap" component of the Going-Forward
Rules, including, after December 31, 1997, the Operator's Cap
component of the second round of Going-Forward increases permitted
by section III.C.2 of the Social Contract, for any CPST channels added
to such system by Continental prior to such sale or trade.
      3.   At the time of the sale or trade of any such Continental
system, Continental will post a performance bond or obtain a letter of
credit or other equivalent security in the amount of the funds that
would be due under the previous subparagraph (including any
applicable offsets for Going-Forward channel additions), plus Interest
calculated at the current rate of Interest as of the time of sale or trade
and applied through December 31, 2000.
      4.   The last sentence of section III.H.2 of the Social
Contract is amended: (a) by replacing "section III.E.1," with "section
III.E."; and (b) by inserting "(but not systems acquired through direct
purchase)" after the words "system trade".
      5.   Section III.E.2 of the Social Contract is amended by
adding a new provision or "bullet" after the third existing bullet as
follows:  "At least two million Continental subscribers will be served by
a system with a capacity of at least 550 MHz and at least two million
Continental subscribers will be served by a system with a capacity of at
least 750 MHz."
IV.   AMENDMENTS TO THE SOCIAL CONTRACT THAT APPLY ONLY TO
      THE ACQUIRED SYSTEMS.
 A.   Creation of a Low-Cost, Lifeline Basic Tier in Acquired
      Systems.
 In order to provide subscribers with the option to purchase a low-
cost basic service tier, Continental will create a Lifeline Basic tier in the
Acquired Systems as set forth below.  The minimum reduction for a
Lifeline Basic tier will be 15% from the Current Rate for BST.  In order
to achieve uniform BST rates in a given system, Continental may reduce
BST rates up to an additional 5% for a maximum reduction of 20%.
      1.   No later than January 1, 1997, Continental will reduce
the Current Rate for BST by 15%-20% in franchise areas serving at least
80% of the total number of subscribers in the Acquired Systems.
      2.   In any franchise area in which the BST rate was not
reduced pursuant to the previous subparagraph, Continental may, at its
option, create a Lifeline Basic tier by reducing the BST rate by 15%-20%.
In order to create the Lifeline Basic tier pursuant to this subparagraph,
Continental will be permitted to restructure the BST.  Such
restructuring will include shifting BST channels to an existing or newly
created CPST (or MPT as permitted by section IV.D.5. of this
Amendment) in a revenue-neutral manner pursuant to Commission
rules, except that Continental may not move channels that are required
by statute to be on the BST.  Such revenue-neutral restructuring shall
not be deemed to be a "fundamental change" of any affected service tier,
and Continental shall not be required to re-market any of the services
or tiers affected or created by such restructuring.
      3.   In franchise areas in which a Lifeline Basic tier is
created pursuant to this Amendment, Continental may, on the
franchise's respective Implementation Date, adjust the reduced BST rate
for: (a) unrecovered external costs for the five calendar quarters
beginning on April 1, 1995; (b) unrecovered inflation for the year ended
June 30, 1995; and (c) an adjustment to reflect channels carried on the
BST in the franchise area as of the Implementation Date.  In franchise
areas in which a Lifeline Basic tier is not created pursuant to this
Amendment, Continental may, on the franchise's respective
Implementation Date, adjust the Current Rate for BST in such
franchises as specified in this subparagraph.
      4.   In franchise areas in which a Lifeline Basic tier is
created pursuant to this Amendment, Continental may, on the
franchise's respective Implementation Date, adjust the Current Rate for
CPST by: (a) an amount which yields the total revenues foregone by the
15%-20% Lifeline Basic rate reduction; (b) unrecovered external costs
for the five calendar quarters beginning on April 1, 1995; (c)
unrecovered inflation for the year ended June 30, 1995; (d) an
adjustment to reflect the channels carried on CPST in the franchise area
as of the Implementation Date; and (e) the adjustment permitted by
section III.D. of this Amendment.  In franchise areas in which a Lifeline
Basic tier is not created pursuant to this Amendment, Continental may,
on the franchise's respective Implementation Date, adjust the Current
Rate for CPST in such franchise areas as specified in this subparagraph,
except for item (a).
      5.   Continental will adjust rates in franchise areas of the
Acquired Systems, if necessary, to comply with the Commission's
November 9, 1995 Public Notice concerning inflation recovery in
transition systems (DA 95-2295) upon the earlier of the creation of a
Lifeline Basic tier in a franchise area, or the next filing with respect to
service rates in such franchise area.
      6.   In any franchise area of an Acquired System where: (a)
a Lifeline Basic tier is created; (b) the BST rate is the subject of a
pending review as of the Amendment Publication Date; and (c) a lower
maximum permitted BST rate is ultimately ordered, Continental will, in
its next rate filing in such franchise area, set its Lifeline Basic tier rate
(after the ordered BST rate is no longer subject to review or appeal), so
that the resulting BST rate level is at least 15% below the Current Rate
for BST (plus all applicable adjustments for inflation and external
costs), unless the ordered BST rate is lower than the reduced Lifeline
Basic tier rate, in which case the ordered BST rate shall be deemed the
Lifeline Basic tier rate.
 B.   Procedures for Filing and Review of Social Contract Rates.
 The procedures outlined at  17-23 of the Bureau's Order released
on October 17, 1995 in In the Matter of Social Contract for Continental
Cablevision, Inc. (DA 95-2160) shall govern LFA review of the initial BST
rates as restructured and adjusted pursuant to section IV.A. of this
Amendment.  The relevant sections of this Bureau order are attached to
this Amendment as Exhibit 4.
 C.   Equipment and Installation Rates.
 Equipment and installation rates in the Acquired Systems will be
governed by the provisions set forth in sections III.B.2.d. and III.C.3. of
the Social Contract.  However, these provisions will only apply to the
Acquired Systems beginning with the 1997 annual equipment and
installation rate filing.  Exhibit 6 of the Social Contract has been
modified to incorporate into Continental's operating regions the states
in which the Acquired Systems operate.  The modified version is
attached to this Amendment as Exhibit 1.
 D.   Migrated Product Tiers and New Product Tiers.
      1.   Certain Providence Journal systems have been
providing packages of a la carte channels which were created between
April 1, 1993 and September 30, 1994.  Two different packages of a la
carte channels were offered under the names of "Expanded Package" and
"Cable Plus Package."  The Expanded Package is an a la carte package
generally consisting of four (but no more than five) a la carte channels,
including up to three superstations in certain franchises.  The Cable
Plus Package is a low-penetrated a la carte package which generally
consists of six to eight a la carte channels.  Six Providence Journal
systems offer both packages.
      2.   In Providence Journal franchises in which only the
Expanded Package exists or only a Cable Plus Package with six or fewer
channels exists, such package will be treated as an MPT as of the
Amendment Effective Date.  The initial price of any such MPT will be
the Current Rate of the package.
      3.   In all Providence Journal franchises in which both an
Expanded Package and a Cable Plus Package exist, Continental may
maintain the channel configurations of such packages and will set the
initial rate of such packages at the Current Rate.  These packages will
be treated as MPTs in all such franchises, including unregulated
franchises, for the entire term of the Social Contract.  Continental will
issue Refunds to Acquired System Eligible Subscribers in the franchises
listed in Exhibit 2 to this Amendment, as described in section IV.E. of
this Amendment.
      4.   On their respective Implementation Dates, for all
Providence Journal franchises in the Naples, FL system that are listed in
Exhibit 2 of this Amendment (in which an eight-channel Cable Plus
Package was created) (CUIDs FL0050, FL0051, FL0096, FL0098, FL0345,
FL0348), Continental will select four services from the Cable Plus
Package to return to CPST.  The services not returned to CPST from the
Cable Plus Package will be offered as a single MPT.  The net effect of
the rebundling of the four Cable Plus Package services and the
adjustment of BST, CPST, and MPT prices pursuant to Commission
rules and the terms set forth in this subparagraph will be a prospective
annualized rate reduction of $250,000 in the Naples, FL franchises.
Continental will implement this prospective rate reduction at the same
time it implements the other rate adjustments described in sections
III.D. and IV.A. of this Amendment.
           5.   In all franchises of the Acquired Systems in which no a
la carte packages were created between April 1, 1993 and September 30,
1994, and in all Cablevision of Chicago franchises where a four-channel
a la carte package was created but then eliminated, Continental may
move a maximum of four existing BST and/or CPST services, in a
revenue-neutral manner, to a single MPT per franchise.
      6.   Continental may not require the subscription to any
tier, other than the BST, as a condition for subscribing to an MPT/NPT
created under the terms of this Amendment, and may not require
subscription to an MPT/NPT as a condition for subscribing to a CPST.
Continental may add any number of new services to an MPT and may
increase the price for the MPT only as provided in section III.F. of the
Social Contract.
      7.   On its own motion, the Cable Services Bureau,
consistent with the terms set forth herein, hereby reconsiders its Letter
of Inquiry ("LOI") ruling involving Providence Journal's Hialeah, FL
system (LOI-93-43), as well as its four orders which relied on the
Hialeah LOI ruling in finding that the a la carte packages in such
systems must be treated as regulated tiers (DA 95-624; DA 95-820; DA
95-860; and DA 95-1143).  The Amendment Order will vacate this LOI
ruling and Bureau orders.  As of the vacating of the LOI ruling and the
four Bureau orders, any pending petitions for reconsideration of the
LOI ruling and the four Cable Services Bureau orders will be deemed to
be withdrawn.
      8.   Except as provided in section IV.E.3. of this
Amendment, for purposes of review of BST rates which are or which
may at some future time become regulated, the a la carte channels
permitted to be included in the MPTs created under this section shall
not be counted as regulated channels for purposes of determining the
maximum permitted BST rates under the Commission's benchmark rate
rules.
 E.   Settlement of Pending CPST Rate Cases and Refunds.
      1.   This Amendment finally resolves all CPST rate cases
filed under FCC Forms 393, 1200, 1210, and 1220 pending as of the
Amendment Publication Date against the Acquired Systems.
      2.   In settlement of all pending CPST rate cases of the
Acquired Systems and of the various issues regarding a la carte
packages described in section IV.D. of this Amendment, Continental
shall issue Refunds to Acquired System Eligible Subscribers in the
communities and in the amounts set forth in Exhibit 2.  Such Refunds
already include all applicable Interest through July 1, 1997.  Except as
provided in the next subparagraph, and subject to the right of LFAs to
opt out under this subparagraph, such Refunds account for and finally
resolve all amounts owed to subscribers as a result of the creation of a
la carte packages by the Acquired Systems.  Specifically, such Refunds
cover BST and CPST rates for both rounds of the Commission's rates
rules (i.e., September 1, 1993 through July 15, 1994, and July 15, 1994
through the final date of Refund payment).  Except as provided herein,
Continental may not be required to pay any additional refunds as a
result of the creation of such a la carte packages by the Acquired
Systems.  An LFA that is listed in Exhibit 2 may elect to opt out of the
Refunds established under this subparagraph and set forth in Exhibit 2
by providing notice to the Commission and Continental no later than
30 days following the Amendment Effective Date.  Such notice shall: (a)
be in writing; (b) be addressed to the Office of the Secretary, Federal
Communications Commission, 1919 M Street, N.W., Washington, D.C.
20554, with a copy to Continental Cablevision, Inc., The Pilot House,
Lewis Wharf, Boston, MA 02110, attention:  Margaret Sofio, Vice
President and Counsel; (c) identify the local franchising authority and
the community unit identification number for the franchise area; and
(d) reflect the clear intent to opt out of the Refund provision of this
subparagraph.  However, such notice need not meet any other
requirements and may be in letter form.  An election by an LFA to opt
out of the Refunds under this subparagraph shall not otherwise affect
the applicability of the remaining provisions of this Amendment or the
Social Contract in such community, except that if an LFA in the Naples,
FL system that is listed in Exhibit 2 elects to opt out under this
subparagraph, such LFA shall also be deemed to opt out of its
subscriber-based pro rata share of the $250,000 prospective rate
reduction specified in section IV.D.4. of this  Amendment.  The
$250,000 prospective rate reduction will be proportionately reduced by
the share of any LFA that opts out.
      3.   The Refunds described in the previous subparagraph
exclude and will have no effect on the refunds included in the
resolution concerning a la carte package issues adopted by the Los
Angeles Board of Information Technology Commissioners in October
1995 and approved by the Los Angeles City Council on December 12,
1995.  The Los Angeles order calculates refunds due for the period of
September 1, 1993 through July 15, 1994 in the Sylmar and
Sunland/Tujunga franchises (CUIDs CA0188 and CA0219).  However,
the terms of this Amendment shall govern the calculation of the
number of regulated channels and the amount of refunds due in these
franchises for the period beginning on July 15, 1994.
      4.   Providence Journal previously filed refund plans to
comply with orders issued by the Cable Services Bureau in cases not
involving a la carte packages.  In accordance with those plans,
Continental will pay Refunds to all communities listed in Exhibit 3 in
the amounts indicated in this Exhibit.  Such Refunds already include all
applicable Interest through April 1, 1997.
      5.   The Refunds described in subparagraphs 2 and 4 of
this section will be reflected as monthly credits of a maximum of $1.00
and a minimum of $.50 on subscriber bills until full payment is made,
except that the last payment may be credited in an amount less than
$.50 on subscriber bills.  In all cases, the Refund payment period shall
not exceed 12 months.  Continental will provide the first installment of
the Refunds to Acquired System Eligible Subscribers on the franchise's
respective Implementation Date.  In the event the Refund amounts are
not fully paid by the dates through which Interest has been calculated
(as noted in subparagraphs 2 and 4 of this section), Continental shall
be required to calculate and pay additional Interest through the date on
which all Refunds are fully paid.
      6.   The Commission finds that the CPST rates in the
Naples, FL system as modified pursuant to section IV.D.4. of this
Amendment and the Current Rates for CPST in all other Acquired
Systems are not unreasonable.  Continental will be permitted to adjust
such rates in the Acquired Systems at any time after the Amendment
Effective Date without prior Commission approval, subject to
Commission rules, the terms of the Social Contract, the terms of this
Amendment, and any future review by the Commission of a new CPST
complaint.
      7.   The Cable Services Bureau has reviewed the BST cost-
of-service case and FCC Forms 1210 filed by Providence Journal for the
Westerly, RI system in response to complaints in Westerly, RI (CUID
RI0001) and Charlestown, RI (CUID RI0035) and referred by the LFA to
the Commission for a decision.  The Commission finds that the Current
Rate for BST in the Westerly system is reasonable and that the Current
Rate for CPST in the Westerly system is not unreasonable.
      8.   The Cable Services Bureau has reviewed the BST cost-
of-service case filed by Columbia Associates, L.P., for the Brighton, MI
franchise (CUID MI0207) in response to a request by the Brighton LFA
to conduct this review.  Based on this review, the Bureau has resolved
this BST rate case.  In resolution of this case, Continental will pay
Refunds to Brighton subscribers in the amount of $12,375.  Such
Refunds already include all applicable Interest through June 30, 1997,
and are reflected in the Refund schedule set forth in Exhibit 3.
      9.   The Cable Services Bureau has reviewed the CPST cost-
of-service filings for the Columbia Associates, L.P. systems.  The
Commission finds that the Current Rate for CPST in these systems is
not unreasonable.
      10.  On its own motion, the Cable Services Bureau hereby
reconsiders two orders -- DA 95-2097 and DA 95-2108 -- concerning the
maximum permitted CPST rate for certain Cablevision of Chicago
franchises (CUIDs IL0473, IL0520, and IL0601).  The Amendment Order
will vacate these two Bureau orders.  As of the vacating of these orders,
any pending petitions for reconsideration concerning these orders will
be deemed to be withdrawn.
      11.  This settlement is without a finding by the
Commission of any wrongdoing by Continental or any of the Acquired
Systems and does not constitute an admission by Continental or any of
the Acquired Systems of any violation of, or failure to conform to, the
1992 Cable Act, Commission rules, or any other applicable law, rule, or
policy.
 F.   Term of this Amendment.
 This Amendment will become effective on the Amendment
Effective Date and shall continue through December 31, 2000, subject
to section III.K. of the Social Contract regarding modification and
termination, and to section III.G. of the Social Contract regarding
franchises subject to effective or price-constraining competition.
 G.   Service on Interested Parties.
 Continental will serve a copy of this Amendment, the Public
Notice announcing this Amendment, and the Social Contract on all
Continental LFAs and on all parties to any pending CPST rate case in
the Acquired Systems.  In addition, within 30 days of the adoption of
this Amendment, Continental will serve a copy of Section III, B,
("School Commitments") of this Amendment on all school
superintendents responsible for schools in Continental's franchise
areas.
 IN WITNESS WHEREOF, this Amendment to the "Social Contract
for Continental Cablevision, Inc." (FCC 95-335) has been duly executed
and delivered by or on behalf of the parties hereto as of the Amendment
Effective Date as defined herein.
                CONTINENTAL CABLEVISION, INC.
                    By:    _______________________________
                    Name:  Robert J. Sachs
                    Title: Senior Vice-President
                           Corporate and Legal Affairs
                    FEDERAL COMMUNICATIONS COMMISSION
                    By:    _______________________________
                    Name:  William F. Caton
                    Title: Acting Secretary                                 EXHIBIT 1
                           CONTINENTAL CABLEVISION, INC.
                             EQUIPMENT REGIONS
                                PAGE 1 OF 1
     Northeast:        Connecticut, Maine, Massachusetts, New
                       Hampshire, New York, Rhode Island
     Southeast:        Florida, Georgia, Virginia
     Midwest:       Michigan, Ohio
     Central:       Illinois, Iowa, Minnesota, Missouri, Wisconsin
     Western:       California, Nevada
     Northwest:        Idaho, Washington
     NB:  This Exhibit modifies Exhibit 6 of the Social Contract.  New
          states in which the Acquired Systems operate are indicated
          by underline.                                 EXHIBIT 2
                       A LA CARTE REFUND COMMUNITIES
                                PAGE 1 OF 1
                                                               TOTAL REFUND
                                                              WITH INTEREST
     CALIFORNIA
1.   Sundland/Tujunga, CA0219. . . . . . . . . . . . . . . . . . . .$43,812
2.   Sylmar, CA0188. . . . . . . . . . . . . . . . . . . . . . . . . 17,710
                                                                    $61,522
     FLORIDA
3.   Coral Gables, FL0674. . . . . . . . . . . . . . . . . . . . . $109,160
4.   Hialeah, FL0202 . . . . . . . . . . . . . . . . . . . . . . . .361,720
5.   Hialeah Gardens, FL0675 . . . . . . . . . . . . . . . . . . . . 26,040
6.   Medley, FL0429. . . . . . . . . . . . . . . . . . . . . . . . . .1,830
7.   Miami Springs, FL0427 . . . . . . . . . . . . . . . . . . . . . 32,590
8.   Naples -- Collier County - upgrade, FL0050, FL0098, FL0348. . .346,080
9.   Naples -- Lee County Fort Myers Beach - upgrade, FL0096 . . . . 25,740
10.  Naples - upgrade, FL0051. . . . . . . . . . . . . . . . . . . . 79,400
11.  Naples -- Sanibel - upgrade, FL0345 . . . . . . . . . . . . . . 33,370
12.  Sweetwater, FL0422. . . . . . . . . . . . . . . . . . . . . . . 21,420
13.  Virginia Gardens, FL0428. . . . . . . . . . . . . . . . . . . . .5,710
14.  West Miami, FL0553. . . . . . . . . . . . . . . . . . . . . . . 11,000
15.  Unincorporated Dade County, FL0416. . . . . . . . . . . . . . .167,320
16.  Unincorporated Dade County - Coral Gables, FL0416 . . . . . . . .6,490
                                                                 $1,227,870
     MASSACHUSETTS
17.  Chelmsford, MA0147. . . . . . . . . . . . . . . . . . . . . . .$96,900
18.  Fall River, MA0099. . . . . . . . . . . . . . . . . . . . . . . 53,434
19.  Tewksbury, MA0145 . . . . . . . . . . . . . . . . . . . . . . . 79,350
                                                                   $229,684
     MINNESOTA
20.  Central St. Croix Valley, MN0392, MN0393, MN0394. . . . . . . . $8,784
21.  Denmark Township, MN0399. . . . . . . . . . . . . . . . . . . . . . 78
22.  Hastings, MN0309, MN0310. . . . . . . . . . . . . . . . . . . . .6,586
23.  South Washington County, MN0395, MN0396, MN0397, MN0400,
     MN0401, MN0533  . . . . . . . . . . . . . . . . . . . . . . . . 26,942
                                                                    $42,390
     WISCONSIN
24.  Hudson, WI0502, WI0503. . . . . . . . . . . . . . . . . . . . . $4,610
25.  River Falls, WI0510 . . . . . . . . . . . . . . . . . . . . . . .3,752
                                                                     $8,362
                                                                 $1,569,828                                 EXHIBIT 3
                     NON-A LA CARTE REFUND COMMUNITIES
                                PAGE 1 OF 1
                                                               TOTAL REFUND
                                                              WITH INTEREST
     CALIFORNIA
1.   Costa Mesa, CA1173. . . . . . . . . . . . . . . . . . . . . . .$13,252
2.   Cypress, CA1203 . . . . . . . . . . . . . . . . . . . . . . . . 20,896
                                                                    $34,148
     MINNESOTA . . . . . . . . . . . . . . . . . . . . . . . . . . .$52,578
     The total refund in Minnesota systems will
     be distributed to Eligible Subscribers in the
     following franchises:
3.   Brooklyn Center, MN0279
4.   Brooklyn Park, MN0271
5.   Crystal, MN0292
6.   Golden Valley, MN0294
7.   Maple Grove, MN0311
8.   New Hope, MN0291
9.   Osseo, MN0280
10.  Plymouth, MN0307
11.  Robbinsdale, MN0293
     NEW YORK
12.  East Fishkill, NY0275 . . . . . . . . . . . . . . . . . . . . . $4,850
13.  Wappingers Falls, NY0278. . . . . . . . . . . . . . . . . . . . .1,166
                                                                     $6,016
     WASHINGTON
14.  City of Kittitas, WA0172. . . . . . . . . . . . . . . . . . . . $2,516
15.  County of Kittitas, WA0175. . . . . . . . . . . . . . . . . . . . .942
                                                                     $3,458
     MICHIGAN
16.     City of Brighton, MI0207. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $12,375
                                                                   $108,575
                               APPENDIX B
                               COMMENTERS
                     STATES/CITIES/CABLE COMMITTEES
 1.   Amherst, OH, City of
2.   Atlantic Beach, FL, City of
3.    Avon Lake, OH, City of
 4.   Baldwin, FL, Town of
 5.   Bay Village, OH, City of
 6.   Beecher, IL, Village of
 7.   Bellflower, CA, City of
 8.   Brighton, MI, City of
 9.   Burbank, IL, City of
 10.  Calumet Park, IL, Village of
 11.  Cambridge, MA, Chamber of Commerce
 12.  Carson, CA, City of
13.   Chelmsford, MA, Town of
 14.  Clinton Cable TV Committee, Clinton, MA
15.   Coachella, CA, City of
16.   Collier County Manager s Office, FL
17.   Coral Gables, FL, City of
 18.  Corcoran, CA, City of
 19.  Corona, CA, City of
20.   Corona, CA, City Council
 21.  Costa Mesa, CA, City of
22.   Crest Hill, IL, City of
 23.  Culver City, CA, City of
24.   Cities of Cypress, La Palma, La Quinta, and Palm Desert, CA
25.   Dade County, FL
 26.  Dolton, IL, Village of
 27.  Downers Grove, IL, Village of
 28.  Dunsmuir, CA, City of
 29.  East Hazel Crest, IL, Village of
 30.  Eastlake, OH, City of
 31.  Eaton Rapids, MI, City of
32.  El Dorado Hills, CA, Community Services District Board of
          Directors
33.  Elmhurst, IL, City of
 34.  Exeter, NH, Town of
 35.  Exeter Area, NH, Chamber of Commerce
36.   Fairborn, OH, City of
 37.  Fall River, MA, City of
 38.  Fernandina Beach, FL, City of
 39.  Fishkill, NY, Town of
 40.  Frankfort, IL, Village of
 41.  Freeport, IL, City of
42.   Fresno, CA, City of
 43.  Greater Portsmouth, NH, Chamber of Commerce
 44.  Greater West Bloomfield, MI Cable Advisory Board
 45.  Hamtramck, MI, City of
46.  Hanover, MA, Town of
 47.  Haverstraw, NY, Town of (Howard T. Phillips, Jr. -- Director of
      Finance)
 48.  Haverstraw, NY, Town of (Phillip J. Rotella -- Supervisior)
 49.  Hinsdale, IL, Village of
 50.  Huber Heights, OH City of
 51.  Hull, MA, Town of
 52.  Ipswich, MA, Town of
 53.  Jackson, MI, City of
 54.  James City County, VA
 55.  Justice, IL, Village of
 56.  Kings County, CA
57.  Lakewood, CA, City of
 58.  La Mirada, CA, City of
 59.  Lansing, MI, City of
60.   Lauderhill, FL, City of
 61.  Lemont, IL, Village of
 62.  Lemoore, CA, City Manager of
 63.  Lockport, IL, City of
 64.  Lodi, CA, City of
 65.  Lowell, MA, Office of the City Manager
 66.  Lyons, IL, Village of
 67.  Macclenny, FL, City of
68.   Madison Heights, MI, City of
 69.  Massachusetts Cable Television Commission, Boston, MA
 70.  Massachusetts Executive Office of Education, Boston, MA
 71.  Miami Springs, FL, City of
 72.  Miami Township, OH
 73.  Milford Cable Oversight Committee, MA
 74.  Neptune Beach, FL, City of
 75.  New Lenox, IL, Village of
 76.  Newburyport, MA, City of
 77.  North Andover Cable Advisory Committee, MA
 78.  North Ridgeville, OH, City of
 79.  North Riverside, IL, Village of
 80.  Norwalk, OH, City of
 81.  Norwell, MA, Town of
 82.  Ossining, NY, Village of
 83.  Pekin, IL, City of
 84.  Plaistow Cable Advisory Committee, NH
 85.  Raynham, MA, Town of
 86.  Reedley, CA, City of
 87.  Richmond, VA, City of
 88.  River Forest, IL, Village of
 89.  Riverdale, IL, Village of
 90.  Riverside, CA, County of
 91.  St. Johns County Board of County Commissioners,
      Saint Augustine, FL
92.   St. Louis County, MO, County of
 93.  San Joaquin, CA, County of
 94.  Sanibel, FL, City of
 95.  Santa Fe Springs, CA, City of
 96.  Schiller Park, IL, Village of
 97.  Scituate, MA, Town of
 98.  Sherborn, MA, Town of
99.   Shorewood, IL, Village of
 100. Springfield, MA, City of
 101. Stockton, CA, City of
102.  Stockton, CA, Board of Supervisors
 103. Sutter, CA, County of
 104. Tarrytown, NY, Village of (Westchester County, NY)
 105. West Bloomfield, MI, Charter Township of
 106. West Bridgewater, MA, Board of Selectmen
 107. Westmont, IL, Village of
 108. Williamsburg, MA, Town of
 109. Willoughby Hills, OH, City of
 110. Willow Springs, IL, Village of
 111. Wilton Manors, FL, City of
GOVERNMENT REPRESENTATIVES
112.  California Assemblyman, Michael J. Machado
 113. California State Senator, Teresa P. Hughes
 114. Corona, CA, City Councilman, Jeffrey P. Bennett
 115. Corona, CA, City Councilman, Darrell Talbert
 116. Florida State Representative, Jack N. Tobin
 117. Illinois State Representative, James H. Meyer
118.  Illinois State Senator, Dan Cronin
 119. Illinois State Senator, Tom Dunn
 120. Massachusetts State Representative, Christine E. Canavan
 121. Massachusetts State Representative, Shirley Gomes
 122. Massachusetts State Representative, Joan M. Menard
123.  Massachusetts State Representative, Michael J. Sentance
 124. Massachusetts State Representative, Daniel J. Valianti
 125. Michigan State Senator, Loren N. Bennett
 126. Michigan State Representative, Maxine Berman
 127. Michigan State Senator, Michael J. Bouchard
 128. Michigan State Representative, John F. Freeman
 129. New Hampshire Governor, Stephen Merrill
 130. New Hampshire State Senator, Wayne D. King
 131. U.S. Congressman, Ken Calvert, CA
 132. U.S. Senator, Edward M. Kennedy, MA
                    SCHOOLS
133.  Anaheim Union High School District, CA
 134. Ann Arbor Public Schools, MI
 135. Arlington Massachusetts Public Schools
 136. Baker County Board of Commissioners, Macclenny, FL
 137. Bedford School District, Unit #25, NH
 138. Brentwood High School, MO
139.  Brentwood Middle School, Brentwood, MO
 140. Broad Meadows Middle School, Quincy, MA
 141. Brockton Public Schools, MA
 142. Brockton School Committee, MA
 143. Broward County, Florida, School Board of, Plantation, FL
 144. Broward County, FL, Plantation Middle School
 145. Cohasset Public Schools, MA
 146. Clovis Schools, Foundation for, CA
 147. Collier County Public Schools, Naples, FL (Dr. James L. Buchholz
      -- Coordinator of Instructional Support Services)
 148. Collier County Public Schools, Naples, FL (Robert E. Munz --
      Superintendent)
 149. Compton Unified School District, CA
 150. Concord School District, NH
 151. Consortium of Ohio Coordinators for the Gifted
 152. Clovis Unified School District, CA
 153. Crestline High School, OH
 154. Cypress School District, CA
 155. Dartmouth Public Schools, MA
 156. Dedham Public Schools, MA
157.  Delta Island Elementary School District, Stockton, CA
 158. Driscoll Elementary School, Dayton, OH
 159. Duval County Public Schools, Jacksonville, FL
 160. Duval Public Education Foundation, Inc., Jacksonville, FL
 161. Elyria Elem. School, OH (Karen Adolph -- Elem. Media Spec.)
 162. Elyria Prospect Media Center, OH (Mary Behm)
 163. Elyria Windsor Media Center, OH (Anne Michael)
 164. Elyria High School, OH (Barbara Schneider, Librarian)
 165. Elyria High School, OH (Joyce Vacha, Media Specialist)
166.  Elyria West High School, OH (Gail Haywood, Media Spec.)
 167. Espirito Santo School, Fall River, MA
 168. Fall River Public Schools, MA
 169. Findlay High School, OH
 170. Freeport School District, IL (Dr. Michael Anderson -- Assistant
      Supervisior of Instruction)
 171. Freeport School District, IL (Richard B. Olsen -- Superintendant)
 172. Grand Ledge Public Schools, MI
 173. Greenland Central School, NH
 174. Hanover County Public Schools, Ashland, VA
 175. Henrico County Public Schools, Richmond, VA
 176. Hull Public Schools, MA
 177. Jacksonville Cities in Schools, Inc., FL
 178. John F. Kennedy High School, La Palma, CA
 179. Joliet Central High School, IL
 180. Kettering Middle School, Kettering, OH
 181. Lake County Educational Service Center, Painesville, OH
 182. Lamphere Schools, Madison Heights, MI
 183. Lansing School District, MI
 184. Lincoln Unified School District, CA
 185. Lincoln-Way Community High School District #210, IL
186.  Lodi Unified School District, CA
187.  Lyme Elementary School, Bellevue, OH
 188. McGrath Elementary School, MO
 189. Macomb Intermediate School District, Clinton Township, MI
 190. Madison District Public Schools, Madison Heights, MI
 191. Madison School, Hinsdale, IL
 192. Manchester School of Technology, NH
 193. Manchester School District - SAU #37, NH
 194. Marblehead Community Charter Public School, MA
 195. Mark Twain Elementary School, MO
 196. Marysville Joint Unified School District, CA
 197. Massachusetts Corporation for Educational
      Telecommunications, Cambridge, MA
198.  Massachusetts School Library Media Association, MA
 199. Massachusetts School Library Media Association
 200. Mentor Ex. Village School District, Mentor, OH
 201. Merrimack Valley Middle School, Penacook, NH
 202. Narragansett Regional School District, Phillipston, MA
 203. New Hampshire State Board of Education, Concord, NH
 204. Newport-Mesa Unified School District, Newport Beach, CA
 205. North Rockland Central School District, Garnerville, NY
 206. Norwell Public Schools, MA
 207. Oak Park and River Forest High School, Oak Park, IL
 208. Old Hammondtown School, Mattapoisett, MA
 209. Peekskill, NY, City School District of
 210. Pekin Public School District No. 108, IL
 211. Pekin Community High School, IL
 212. Plymouth Canton Community Schools, MI
213.  Practical Aceademic Cultural Education, Jacksonville, FL
 214. Quincy Public Schools Unit District No. 172, IL
 215. Richmond Public Schools, VA
 216. Ridge Elementary School, Bellevue, OH
217.  Roseville Community Schools, MI
 218. Rollinsford Grade School, NH
 219. Romulus Community Schools, MI
220.  Saints Peter and Paul School, Fall River, MA
 221. St. Joseph School, Monroeville, OH
 222. St. Peter School, N. Ridgeville, OH
 223. St. Raphael School, Bay Village, OH
 224. Salem School District Media Services, NH
 225. San Joaquin County Office of Education, Stockton, CA
 226. Sandalwood High School, Jacksonville, FL
 227. Scituate Public Schools, MA
 228. Shiloh Middle School, OH
 229. South Amherst Middle School, OH
 230. Southfield Public Schools, MI
 231. Springfield, Massachusetts, Public Schools of
 232. Stoughton Public Schools, MA
233.  Stratham Memorial School, MA
 234. Timberlane Regional School District, Hampstead School District,
      Plaistow, NH
 235. University of North Florida, Jacksonville, FL
 236. Wappingers Central School District, Wappingers Falls,NY
 237. West Bridgewater Public Schools, MA
238.  West Carrollton Junior HIgh School, OH
 239. Wethersfield Community Unit School District #230, Kewanee, IL
 240. Wickliffe City Schools, OH
                         INDIVIDUALS
 241. Graham, Laura A.
 242. Kowalsky, Mark L.
 243. Markham, Frederick T.
 244. Reinhart, John
 245. Rouse, Karen
 246. Shapiro, Donald R.
 247. Shrewsbury, Dennis F.