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Before the
               Federal Communications Commission
                     Washington, D.C. 20554



In the Matter of

Applications of America Online, Inc.
and Time Warner, Inc. for Transfers of Control
)
)
)
)


CS Docket No. 00-30




                             ORDER

     Adopted:  October 27, 2000         Released:  October 27, 2000

By the Deputy Chief, Cable Services Bureau:

1.     On April 7, 2000, the Bureau entered a Protective Order regarding confidential or proprietary
documents submitted by America Online, Inc. (AOL) and Time Warner, Inc. (Time Warner).  For the
reasons set forth below, we are modifying the Protective Order to provide that in-house counsel will not
be permitted access to Stamped Confidential Documents that are made available after the date of this
Order nor to Confidential Information derived from those documents.  We are also requiring that before
being allowed further access to Stamped Confidential Documents, persons seeking such access must
certify that their firm or company has in place procedures to protect against the improper disclosure of
confidential information. 
2.     In adopting the Protective Order, we stated that the Commission, AOL and Time Warner
anticipated that AOL and Time Warner would submit information to the Commission that might contain
proprietary or confidential information.  We adopted the Protective Order to ensure that any such
information was afforded adequate protection.  We noted that the Protective Order was identical in all
material respects to protective orders adopted in other merger proceedings subject to Commission
review.  
3.     The Protective Order generally permits that Stamped Confidential Documents may be
reviewed by outside counsel of record and in-house counsel who are actively engaged in the conduct of
this proceeding, provided that those in-house counsel seeking access are not involved in competitive
decision-making.  As we have previously recounted, a breach of the Protective Order has occurred in
this case.  Specifically, we have been informed that information covered by the Protective Order has
been inadvertently received and reviewed by in-house counsel who had not executed the required
acknowledgments of confidentiality as well as by other personnel who were not entitled to receive that
information.
4.     Because of the violation of the Protective Order, we have considered whether protections in
addition to those provided in our general protective order are prudent or warranted in this proceeding at
this time.  Because the end of the proceeding is approaching, we believe that we need to resolve this issue
quickly.  We have discussed our concerns and potential remedies with AOL, Time Warner and the
current signatories to the Protective Order.  After considering the views of the parties, we conclude that
under the unusual circumstances presented in this case, we should adopt the following further protections
at this time.  We are restricting access to Stamped Confidential Documents that are made available after
the date of this Order and to Confidential Information derived from those documents to outside counsel
only.  We are also requiring that before being allowed further access to Stamped Confidential
Documents, persons seeking such access must certify that their firm or company has in place procedures
to protect against the improper disclosure of confidential information.  We stress the narrow scope of the
action we are taking.  Because of the point we are at in the proceeding and the fact that AOL and Time
Warner have already submitted substantial amounts of information, there are a limited number of
documents to which the additional protections will apply. 
5.     Accordingly, IT IS ORDERED that Paragraph 3 of the Protective Order, Permissible
Disclosure, is amended to read as follows:
     Permissible Disclosure.  Subject to the requirements of paragraph 5, Stamped Confidential
     Documents submitted before October 27, 2000, may be reviewed by outside counsel of
     record and in-house counsel who are actively engaged in the conduct of this proceeding,
     provided that those in-house counsel seeking access are not involved in competitive
     decision-making. Subject to the requirements of paragraph 5, Stamped Confidential
     Documents submitted on or after October 27, 2000, may be reviewed by outside counsel of
     record.     .  .  .  .   
     
6.      IT IS FURTHER ORDERED that each person seeking access to any Stamped Confidential
Documents after October 26, 2000, shall execute the amended Acknowledgment of Confidentiality before
reviewing or having access to such documents, and shall file the amended Acknowledgment of
Confidentiality with the Commission and serve it upon each Submitting Party. 
7.     This Order is issued pursuant to sections 4(i) and (j) of the Communications Act of 1934, as
amended, 47 U.S.C.  154(i) and (j), and authority delegated under section 0.321 of the Commission's
rules, 47 C.F.R.  0.321.
                              FEDERAL COMMUNICATIONS COMMISSION

                              Sherille Ismail 
                              Deputy Chief
                              Cable Services Bureau
                                                            APPENDIX A               
               ACKNOWLEDGMENT OF CONFIDENTIALITY
I hereby acknowledge that I have received and read a copy of the amended Protective Order in the
above-captioned proceeding and I understand it.  I agree that I am bound by this Order and that I shall not
disclose or use any Stamped Confidential Documents or any information gained therefrom except as
allowed by the Order.  By signing this Acknowledgement, I certify that my firm or company has in place
procedures to protect against the improper disclosure of Stamped Confidential Documents or any
information gained therefrom.   I acknowledge that a violation of the Protective Order is a violation of an
order of the Federal Communications Commission.   
Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any
person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public
interest organization), I acknowledge specifically that my access to any information obtained as a result of
the order is due solely to my capacity as counsel to a party or other person described in paragraph 3 of the
foregoing Protective Order and that I will not use such information in any other capacity nor will I disclose
such information except as specifically provided in the order.
I hereby certify that I am not involved in competitive decision-making as that term is used in
paragraph 3 of the Protective Order.

Executed at                           this          day of                  , 2000.
_________________________
Signature

_________________________
Title