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

In re Applications of                )
                                     )
Pueblo MSA Limited Partnership  File No. 03109-CL-TC-97)
Station KNKN519 (MSA #241B)          )
                                     )
Platte River Cellular Limited Partnership)       File No. 03108-CL-TC-97
Station KNKN347 (CO RSA #2B)         )
                                     )
Colorado 4 -- Park Limited Partnership)  File No. 03082-CL-TC-97
Station KNKN399 (CO RSA #4B)         )   
                                     )
Smoky Hill Cellular of Colorado L. P.)   File No. 03114-CL-TC-97
Station KNKN348 (CO RSA #5B)         )
                                     )
Colorado 7 -- Saguache Limited Partnership)      File No. 03084-CL-TC-97
Station KNKN288 (CO RSA #7B)         )
                                     )
San Isabel Cellular of Colorado L. P.)   File No. 03110-CL-TC-97
Station KNKN350 (CO RSA #9B)         )
                                     )
Iowa 15 -- Dickinson Limited Partnership)        File No. 03101-CL-TC-97
Station KNKN364 (IA RSA #15B)        )
                                     )
Wyoming 1 -- Park Limited Partnership)   File No. 03119-CL-TC-97
Station KNKN344 (WY RSA #1B)         )
                                     )
For Consent to Transfer of Control   )   


ORDER
                  

   Adopted:  December 30, 1997                                          Released:  December 30, 1997

By the Chief, Commercial Wireless Division, Wireless Telecommunications Bureau:

I.  INTRODUCTION
       
      1.  In this Order, we deny a Petition to Dismiss or Deny ("Petition") filed on August 11, 1997,
by Pueblo Cellular, Inc., Platte River Cellular, Inc., Sangre De Cristo Cellular, Inc., Smoky Hill
Cellular, Inc., Sand Dunes Cellular, Inc., San Isabel Cellular, Inc., Three Lakes Cellular, Inc., and
Yellowstone Cellular, Inc. (collectively, "Petitioners"), requesting that the Commercial Wireless Division
("Division") dismiss or deny the above captioned applications for consent to the transfer of control of
CommNet Cellular, Inc. ("CommNet") to Blackstone CCI Capital Partners L.P. ("Blackstone"). 
Petitioners request that, if the applications are not dismissed or denied, this case be designated for
hearing.  For the reasons set forth below, we deny the Petition and grant CommNet's applications for
transfer of control. 

II. BACKGROUND

      2.  On June 20, 1997, CommNet filed fifty-five applications for transfer of control of its interests
in certain cellular licensees.  Under the proposed transaction, CommNet would merge with AV
Acquisition Corp., a subsidiary formed by Blackstone and affiliated entities, resulting in 87% of
CommNet being owned by Blackstone and its affiliates and CommNet shareholders retaining the
remaining 13%.  CommNet's percentage ownership of the licensees would remain unchanged.  On July
11, 1997, the Division issued a public notice listing the applications as accepted for filing.  The Petition
under consideration here challenges eight of these applications.  Petitioners assert that they are the
controlling general partners in the eight licensees and that CommNet is attempting through its applications
to transfer control of the licensees even though it does not in fact possess such control.  Petitioners
further claim that because CommNet's applications falsely assert that CommNet controls the licensees,
they contain misrepresentations and should therefore be designated for hearing to determine whether
CommNet is qualified to be a transferor.  Petitioners also argue that the partnership agreements of each
of the eight licensees accord them the right of first refusal when partners sell their interests in the
partnerships, and that because CommNet has not honored this right of first refusal it does not have the
general partner approvals necessary to close the proposed transaction with Blackstone.  Finally,
Petitioners contend that the applications at issue contain defective financial showings.     

III. DISCUSSION
                                   
      3.  Initially, we find that Petitioners filed unauthorized pleadings in violation of section 1.45(c)
of the Commission's Rules because we did not specifically request or authorize Motion I or Motion II. 
Accordingly, these pleadings and the pleadings responding to them shall not be considered herein.

      4.  With respect to Petitioners' argument that CommNet does not control the licensees in question
and that its applications falsely claim such control, we find that CommNet's applications show that
CommNet has an apparent de jure or de facto controlling interest in each licensee.  As CommNet and
Blackstone explain in their joint opposition to the Petition, CommNet in each case: (1) is a general
partner in the licensee, (2) is a general partner in a general partner in the licensee, (3) is a shareholder
of a corporate general partner in the licensee, and/or (4) holds a majority of the partnership interests in
the licensee.  Petitioners have not shown that CommNet's descriptions of its interests are inaccurate. 
Petitioners assert that the ownership charts provided as exhibits to five of the applications are
"incomplete" because they do not include Petitioners' interests, and that the other three demonstrate that
CommNet does not control the licensee's controlling general partner.  Petitioners have not, however,
supplied any facts to explain how any omissions to the applications are material or how CommNet's
interests fail to give it control of the licensees.  Thus, we find that no misrepresentation has occurred and
there is no basis for designating the applications for hearing.
  
      5.  Turning to Petitioners' argument that CommNet may not consummate the proposed transaction
without first offering to Petitioners the interests it wishes to transfer, we find that the only issue raised
by this contention is whether the transaction would violate the various licensees' partnership agreements
and that this issue falls outside the scope of our review.  Thus, we agree with CommNet and Blackstone
that Petitioners' claims amount to a private contractual dispute that is outside the Commission's
jurisdiction.  Petitioners cite a letter from the Public Safety and Private Wireless Division of the
Wireless Telecommunications Bureau (the "Bureau") as precedent for the dismissal of CommNet's
applications  until CommNet satisfies its contractual agreement with the Petitioners.  Petitioners also
cite to Northwest Broadcasting, Inc., for the proposition that the Bureau should at least condition any
grant upon the outcome of civil actions regarding ownership of the interests CommNet is attempting to
transfer.  However, the TAS Letter is inapposite because it concerned a request for waiver to allow
someone other than the licensee to sign the application.  No such waiver request is before us here. 
Petitioners' reliance on Northwest is also misplaced.  In Northwest, the Commission affirmed the grant
of assignments of licenses with the condition that its action was without prejudice to any further action
that might be appropriate once a final ruling was issued in an ongoing civil court proceeding concerning
the petitioned assignment of license transaction.  In this case, however, petitioners have not indicated
the existence of any pending court proceeding, and therefore there is no need for us to condition our
decision on the outcome of a private contractual dispute among the parties.  Indeed, in Northwest the
Commission reiterated its policy of not acting on matters resulting from private contracts, stating that
"[a]bsent a prior court injunction we would not ordinarily withhold consent to an otherwise acceptable
transaction."  The issue before us here is whether there is any reason that allowing Blackstone to assume
control of CommNet would be inconsistent with the public interest.  We find that Petitioners have
presented no public interest reason for denying the applications.

      6.  We stress, however, that our action here does not foreclose any relief to which Petitioners
might ultimately be entitled based on the outcome of any subsequent civil litigation.  Our decision here
is a limited one that does not affect either CommNet's or Petitioners' rights in the licenses; rather, it
merely approves a change in the ownership of CommNet.  Thus, Petitioners remain free to pursue
appropriate remedies for any contractual injury they may have suffered.

      7.  Finally, Petitioners contend that the applications at issue here should be dismissed as defective
because the financial showing submitted by CommNet and Blackstone does not contain the documentation
required by section 22.937 of the Commission's rules.  Petitioners state that CommNet referenced the
wrong rule section, section 101.53(c), in its applications and failed to submit a firm financial commitment
letter or financial documentation, or request a waiver of the section 22.937 requirements.  CommNet
counters that, while its financial showing may not have been letter-perfect, it has met the standard
requiring "reasonable assurance that the funds will be available."  Further, CommNet and Blackstone
submitted a Commitment Letter of the Chase Manhattan Bank and Chase Securities, Inc., and a
Declaration of Blackstone CCI Capital Partners L.P. which state their commitment to provide the
financial resources required by our rules.

      8.  Because CommNet seeks to transfer its interests in operational facilities, Blackstone must
demonstrate only its ability to finance the acquisition of the facility.  The financial showing submitted
clearly states that "Blackstone and its affiliates will invest up to approximately $142 million in equity in
the transaction and the Chase Manhattan Corporation has committed to provide and arrange all of the
financing to complete the recapitalization of CommNet Cellular Inc."  We find that CommNet and
Blackstone have made a financial showing sufficient to warrant grant of the pending applications.  
        
IV.  CONCLUSION

      9.  Having reviewed the pleadings filed in this matter, we conclude that grant of the above
captioned applications to transfer control of CommNet to Blackstone will serve the public interest,
convenience, and necessity.  We find no substantial and material questions of fact regarding CommNet's
qualifications to be a transferor.  Accordingly, we deny Petitioners' Petition to Dismiss or Deny and grant
CommNet's applications.  
      
                          V.  ORDERING CLAUSES

      10.  In view of the foregoing, IT IS ORDERED, that, pursuant to sections 4(i) and 309(d) of the
Communications Act of 1934, as amended, 47 U.S.C.  154(i) and 309(d), and sections 0.331 and
22.132(b) of the Commission's Rules, 47 C.F.R.  0.331 and 22.132(b), the Petition to Dismiss or
Deny filed by Petitioners on August 11, 1997, IS HEREBY DENIED.

      11.  IT IS FURTHER ORDERED, that, pursuant to sections 4(i) and 310(d) of the
Communications Act of 1934, as amended, 47 U.S.C.  154(i) and 310(d), and sections 0.331 and
22.137 of the Commission's Rules, 47 C.F.R.  0.331 and 22.137, the above captioned applications to
transfer control from CommNet Cellular, Inc. to Blackstone CCI Capital Partners L.P. ARE HEREBY
GRANTED.


              FEDERAL COMMUNICATIONS COMMISSION




              David L. Furth
              Chief, Commercial Wireless Division
              Wireless Telecommunications Bureau