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                            Before the
                Federal Communications Commission
                      Washington, D.C. 20554
                                 
In the Matter of                   )
                              )
Falcon Cable Holdings, Inc.             )  CUID No. KY0529 (Calvert City)
                              )
Refund Plan                        )     

                              ORDER

     Adopted:  April 16, 1998                          Released:  April 22, 1998  

By the Chief, Financial Analysis and Compliance Division, Cable Services Bureau:

     1.   In this Order we consider the refund plan filed by the above-captioned operator ("Operator")
in the above-captioned community pursuant to our order In the Matter of Falcon Cable Holdings, Inc.
("Refund Order"). Our review of Operator's refund plan reveals that the refund plan fulfills the requirements
of the Refund  Order.

     2.   In its refund plan, Operator shows a cumulative refund amount (including franchise fees and 
interest) that totals $17,985.78 or $21.70 per cable programming services tier subscriber for the period July
14, 1994 through March 31, 1996.  In addition, Operator described its calculations and described how it will
implement the refund pursuant to 47 C.F.R.  76.961(c)(2).        
     
     3.   Accordingly, Operator's refund plan IS APPROVED based upon its compliance with our
Refund Order.

     4.   This action is taken pursuant to Section 0.321 of the Commission's Rules, 47 C.F.R. Section
0.321.

                              FEDERAL COMMUNICATIONS COMMISSION 


                              Elizabeth W. Beaty 
                              Chief, Financial Analysis and Compliance Division 
                              Cable Services Bureau