UNITED STATES DISTRICT COURT
                                     FOR THE
                              DISTRICT OF COLUMBIA

UNITED  STATES  OF  AMERICA.     )
                                 )
     PLAINTIFF                   )
                                 )
                                 )     Case  NO.
                                 )
           FCC  BIDDER           )
                                 )
     Defendant.                  )


                               FINAL  JUDGMENT
                               -----  --------



     Plaintiff,  United  States  of America, filed Its Complaint on xx/xx, 1998.
Plaintiff and the Defendant by their respective attorneys, have consented to the
entry  of this Final Judgment without trial or adjudication of any issue of fact
or law. This Final Judgment shall not be evidence against or an admission by any
party  with respect to any issue of fact or law. Therefore, before the taking of
any testimony, without trial or adjudication of any Issue of fact or law herein7
and upon consent of the parties, it is hereby ORDERED, ADJUDGED, AND DECREED, as
follows:

                                       I.

                                  Jurisdiction

     This  Court  has  jurisdiction  of the subject matter of this action and of
each  of  the  parties  consenting  hereto.  Venue  is proper in the District of
Columbia,  The Complaint states a claim upon which relief may be granted against
the  Defendant  under  Section  1  of  the  Sherman  Act,  15  U.S.C.  Sec.  1.

                                       II

                                   Definitions

     As  used  hcreim  the  term:

(A)     "Defendant"  means  [FCC  bidder].

(B)     'Document" means all "writings and recordings" as that phrase Is defined
in  Rule  1001(1)  of  the  Federal  Rules  of  Evidence.

(C)     "FCC"  means  the  Federal  Communications  Commission.

(D)     "License-identifying  information"  means  any  number,  letter, code or
description  that  designates  or  identifies  a license or that links licenses.

(E)     'Person"  means  any  natural  person,  corporation, firm, company, sole
proprietorship, partnership, association1 institution, governmental unit, public
trust,  or  other  legal  entity.

                                      III.

                                  Applicability

     (A)     This  Final  Judgment  applies to the Defendant, to its successors,
and  assigns,  and  to all other persons in active concert or participation with
any  of  them  who  shall  have  received actual notice of the Final Judgment by
personal  service  or  otherwise.

     (B)     Nothing  herein  contend  shall  suggest  that any portion of' this
Final  Judgment  is  or  has been created for the benefit of any third party and
nothing  herein  shall  be  construed  to provide any rights to any third party.

                                       IV.

                               Prohibited Conduct

     The  Defendant  is  enjoined  and  restrained  from
     
(A)     Entering  into  any  agreement  with any other license applicant to
fix,  establish, suppress or maintain the price for any license to be awarded by
the  FCC  in  an  auction, or to allocate any such licenses amongst competitors,
provided,  however,  that nothing in this provision shall prohibit the Defendant
from participating in any bidding consortium, teaming arrangement or other joint
venture  authorized  under  the  rules  and regulations of the FCC pertaining to
future  auctions,  and  disclosed  to  the  FCC.

     (B)     in  the  course  of any auction conducted pursuant to the rules and
regulations  of  the FCC, offering any price to the FCC for the lease, purchase,
or  right  to  use  any FCC-awarded license, that includes within that price any
license-identifying  information,  unless  the  inclusion of such information is
required  by  the  FCC,
                                       V.

                               Compliance Program

     The Defendant is ordered to maintain an antitrust compliance program, which
shall  include  the  following:
     (A)     Designating,  within  30  days  of entry of this Final Judgment, an
Antitrust Compliance Officer with responsibility for accomplishing the antitrust
compliance  program and with the purpose of achieving compliance with this Final
Judgment.  The  Antitrust  Compliance  Officer  shall,  on  a  continuing basis,
supervise  the review of the current and proposed activities of the Defendant to
ensure  that  it  complies  with  this  Final  Judgment.
     (B)     The  Antitrust  Compliance  Officer  shall  be  responsible  for:
     (1)     Distributing  within 60 days of the entry of this Final Judgment, a
copy  of this Final Judgment to (a) all officers and directors of the Defendant;
and (b) to all employees who have any responsibility for formulating, proposing,
recommending,  establishing,  approving,  implementing  or  submitting  the
Defendant's  prices  in  FCC-CONDUCTED  LICENSE  AUCTIONS.
     (2)     Distributing  in  a  timely manner a copy of this Final Judgment to
any  officer,  director  or  employee  who  succeeds  to a position described in
Section  V  (B)(L);
          (3)     Obtaining  from  each  present  or future officer, director or
employee  designated  in  Section V(B)(1), within 60 days of entry of this Final
Judgment  or  of  the  person's  succession  to a designated position, a written
certification  that he or she: (I) has read, understands, and agrees to abide by
the  terms of this Final Judgment, and (2) has been advised and understands that
his  or bet failure, to comply With THIS FINAL Judgment may result in conviction
for  criminal  contempt  of  court;
     (4)     Maintaining a record of persons to whom the Final Judgment has been
distributed  and  from  whom, pursuant to Stction V(B)(3), the certification has
been  obtained;  and
      (5)     Reporting  to  the  Plaintiff  any violation of the Final Judgment

                                       VI.

                                Plaintiff Access

     (A)     To  determine or secure compliance with this Final Judgment and for
no  other  purpose,  duly authorized representative of the Plaintiff shall, upon
written  request  of  the  Assistant Attorney General In charge of the Antitrust
Division,  and  on  reasonable  notice  to  the  defendant made to its principal
office,  be  permitted,  subject  to  any  legally  recognized  privilege:
     (1)     access  during  the Defendants office hours to Inspect and copy all
documents  In the possession or under the control of the Defendant, who may have
counsel  present,  relating to any matters contained in this Final Judgment; and
(2)     subject  to  the  reasonable  convenience  of  the Defendant and without
restraint or interference from it, to interview officers, employees or agents of
the  Defendant,  who  may  have  counsel  present,  regarding  such  matters.
     (B)     Upon  the  written  request  of  the  Assistant Attorney General in
charge  of  to  Antitrust Division made to the Defendant's principal office1 the
Defendant  shall  submit such written reports, under oath if requested, relating
to  any  matters contained in this Final Judgment as my be reasonably requested,
subject  to  any  legally  recognized  privilege.
(C)     No information or documents obtained by the means provided in Section VI
shall  be  divulged  by the Plaintiff to any person other than a duly authorized
representative  of  the  Executive  Branch  of  the United States, except in the
course  of  legal  proceedings to which the United States is a party, or for the
purpose of securing compliance with this Final Judgment or as otherwise required
by  law.
     (D)     If  at  the  time  information  or  documents  are furnished by the
Defendant  to  Plaintiff, the Defendant represents and identifies in writing the
material in any such information or documents to which a claim of protection may
be  asserted  under  Rule  26(c)(7) of the Federal Rules of Civil Procedure, and
Defendant  marks  each  pertinent  page  of such material "Subject to a claim of
protection  under  Rule 26(c)(7)  of the Federal Rules of Civil Procedure," THEN
10  days' notice shall be given by Plaintiff to the Defendant prior to divulging
such  material  in  any legal proceeding (other than a grand jury proceeding) to
which  Defendant  is  not  a  party.

                                      VII.

                     Further Elements  of the Final Judgment

     (A)     This  Final  Judgment  shall  expire ten years from the date of its
entry.

     (B)     Jurisdiction  is retained by this Court for the purpose of enabling
the  parties  to  this  Final  Judgment  to  apply to this Court at any time for
further orders and directions as may be necessary or appropriate to carry out or
construe  this  Final Judgment, to modify or terminate any of its provisions, to
enforce  compliance,  and  to  punish  violations  of  its  provisions.

     (C)     Entry  of  this  Final  Judgment  is  in  the  public  Interest.

DATED:  ___________


                                        ______________________
                                      United  States  District  Judge