NEWSReport No.  CC-587                  COMMON CARRIER ACTIONSeptember 19, 1994

       TRANSFER OF MCCAW CELLULAR RADIO LICENSES TO AT&T APPROVED;
    COMPETITION AND CONSUMER CHOICE IN CELLULAR SERVICES TO INCREASE 

     The Commission has found the proposed merger of AT&T and McCaw Cellular
Communications, Inc., subject to certain conditions, to be in the public interest and has granted
the application to transfer control of McCaw's radio licenses to AT&T.  

     By approving this merger, the FCC advances several of its overarching policy goals,
including increasing consumer choice, ensuring a competitive marketplace, and eliminating
barriers to U.S. companies in the global marketplace.  Chairman Reed Hundt praised the
Commission's decision saying that, "the action we take today will benefit both consumers and
the economy."

     In reaching its conclusion, the Commission conducted a detailed antitrust analysis of the
relevant markets in which competition may be threatened -  interexchange services, local cellular
services, and the manufacture  of cellular network equipment  for use in North America - and
concluded that potential anticompetitive aspects of the merger require that certain conditions be
imposed.  Nevertheless, it found that the procompetitive aspects of the merger, as conditioned,
outweigh the anticompetitive  aspects and that the merger was in the public interest.
     
     Among the conditions imposed are:

     -- A requirement that AT&T/McCaw abide by the Commission's affiliate transaction
rules; 

     -- A  requirement that all contracts between the cellular and manufacturing divisions of
AT&T/McCaw for the development of proprietary products be in writing; 

     -- A requirement that AT&T/McCaw abide by the consumer proprietary network
information obligations currently applicable to AT&T; 

     -- A prohibition against unreasonable discrimination against competitors with regard to
existing contracts for the sale of cellular network equipment and services;  and

     -- A prohibition against unreasonable discrimination in supplying proprietary products and
services. 

                                  (over)

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     Moreover, the Commission found that there was no need to hold a hearing on the
merger.

     AT&T is the leading provider of long distance telephone service in the United States,
with an approximate 60 percent share of the total revenues received by all long distance
telephone service providers in this country.  In addition, it is one of the largest manufacturers
of wireless network equipment in the country as well as a prominent manufacturer and supplier
of other telecommunications network equipment and computer products and software.  

     McCaw is the leading operator of conventional local and regional cellular services in the
United States and is a cellular licensee in nearly 30 percent of the top 200 Metropolitan
Statistical Areas (MSAs)  in the nation.  In terms of the population in the MSAs and Rural
Statistical Areas (RSAs) in which McCaw is a cellular licensee (pops), it had 75.9 million pops
at the end of 1993, the largest number among all cellular licensees.  In addition to its substantial
cellular operations, McCaw owns 52 percent of LIN Broadcasting, 32 percent of American
Mobile Satellite Corp. (AMSC) and 51 percent of Claircom Communications (a joint venture
with Hughes Network Systems).

     McCaw holds more than 400 radio authorizations for which it and AT&T have filed
applications seeking FCC consent to transfer control to AT&T.   Under these authorizations,
McCaw owns, operates and controls various cellular radio telephone systems, paging systems,
common carrier point-to-point microwave systems, air-to-ground systems, marine maritime
systems, private radio systems and television broadcast stations.

     Action by the Commission September 19, 1994, by Memorandum Opinion and Order
(FCC 94-238).  Chairman Hundt, Commissioners Quello, Barrett and Chong, with
Commissioner Ness not participating. 

                                  - FCC -

     News Media contact: Rosemary Kimball at (202) 418-0500.
     Common Carrier Bureau contacts: Adrien Auger,  Michael Carowitz, or Carolyn Roddy
at  (202) 418-0960.