Report No. MM-808     MASS MEDIA ACTION           March 8, 1994

TRANSFER OF SEVEN TV STATIONS FROM PARAMOUNT TO VIACOM APPROVED; 
                        ONE-TO-A-MARKET RULE WAIVED

     The Commission has granted the application to transfer control
of the following television stations from Paramount Communications
Inc., to Viacom Inc.:  
          WKBD, Channel 50 (Fox), Detroit, MI; 
          KTXH, Channel 20 (Ind.), Houston, TX; 
          KRRT, Channel 35 (Fox), Kerrville, TX; 
          WDCA, Channel 20 (Ind.), Washington, DC; 
          KTXA, Channel 21 (Ind.), Arlington, TX; 
          WTXF, Channel 29 (Fox), Philadelphia, PA; and
          WLFL, Channel 22 (Fox), Raleigh, NC.

     Viacom currently controls the following TV stations: 
          WHEC-TV, Channel 10 (NBC), Rochester, NY;
          KSLA-TV, Channel 12 (CBS), Shreveport, LA;
          KMOV-TV, Channel 4 (CBS), St. Louis, MO;
          WNYT-TV, Channel 13 (NBC), Albany, NY; and
          WVIT(TV), Channel 30 (NBC), New Britain, CT;

     and the following radio stations:  
          KXEZ(FM), Los Angeles, CA;
          WLTI(FM), Detroit, MI;
          WLIT(FM), Chicago, IL;
          KBSG(AM), Auburn, WA;
          KBSG-FM, Tacoma, WA;
          WMZQ(AM), Arlington, VA;
          WMZQ-FM, Washington, DC;
          WCPT(AM), Alexandria, VA;
          WCXR-FM, Woodbridge, VA; 
          WLTW(AM), New York, NY;
          KYSR(FM), Los Angeles, CA; 
          KNDD(FM), Seattle, WA;
          KSRY(FM), San Francisco, CA; and 
          KSRI(FM), Santa Cruz, CA. 




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     Therefore, the Paramount-Viacom merger would create, in
violation of the Commission's "one-to-a-market" rule, a radio-
television combination in Detroit and a TV/2 AM/2 FM combination in
Washington, DC. Thus, Viacom requested, and the Commission has
granted, permanent waivers for its TV/AM/FM combination in the
Detroit market and for what will ultimately be a TV/AM/FM
combination in the Washington, DC, market, was well as a temporary
waiver to allow orderly divestiture of an AM and FM in the
Washington, DC, market.

     The Commission noted that the request for a permanent waiver
for the Detroit market, where Paramount's WKBD(TV) and Viacom's
WLTI(FM) will be commonly owned, satisfied the Commission's "top 25
markets/30 voices" standard, which states that waivers will
generally be granted in cases where the market is in the top 25 and
there are 30 radio and television "voices" in addition to the co-
owned ones for which the waiver is sought. 

     The requests for the temporary, as well as permanent, waiver
for the Washington, DC, market involves Paramount's WDCA(TV),
Viacom's WMZQ(AM) and WMZQ-FM, and Viacom's recently acquired
WCPT(AM) and WCXR-FM, stations it had contracted to purchase prior
to the proposed Paramount-Viacom merger.  While Viacom proposes to
divest an AM and an FM in that market within 18 months, thereby
necessitating  a temporary waiver for the TV/2 AM/2 FM combination,
it will still retain a TV/AM/FM combination after the divestiture,
necessitating a permanent waiver as well. The Commission said that
Viacom had demonstrated the need for an 18-month divestiture period
and that grant of the temporary waiver would be in the public
interest.  It said that Viacom had demonstrated that its request
for permanent waiver of the one-to-a-market rule comported with the
"top 25 markets/30 voices" standard.

     Finally, the Commission addressed the interlocking
directorships of three individuals whose seats on the merged
entity's board and other media-related companies' boards would
either violate the Commission's multiple ownership rules or
implicate its cross-interest policies.  The Commission will require
that these individuals recuse themselves from matters on the board
seat creating a conflict with the Commission rules and policies.

     Action by the Commission March 8, 1994, by Memorandum Opinion
and Order (FCC 94-54).  Chairman Hundt, Commissioners Quello and
Barrett.

                            - FCC -

     News Media contact: Rosemary Kimball at (202) 632-5050.
     Mass Media Bureau contact: Anne Lucey at (202) 632-6357.