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Federal Communications CommissionApproved by OMB
Washington, D. C.  20554              3060-0075
                      Expires 12/31/99
INSTRUCTIONS FOR FCC FORM 345

                    APPLICATION FOR TRANSFER OF CONTROL OF
   A CORPORATE LICENSEE OR PERMITTEE, OR ASSIGNMENT OF LICENSE OR PERMIT,
    FOR AN FM OR TV TRANSLATOR STATION, OR A LOW POWER TELEVISION STATION

                          INSTRUCTIONS AND INFORMATION

Before filling out this application, the assignee/transferee
should familiarize itself with the Communications Act of 1934,
as amended, and with 47 C.F.R. Parts 1, 73 and 74.

1.              This form is to be used when applying for authority for a
                transfer of control of a corporate licensee or permittee, or
                assignment of license or permit, for an FM or TV
                translator station, or a low power television station.  It
                should also be used for the transfer or assignment of any
                associated auxiliary stations (see 47 Code of Federal
                Regulations (C.F.R.) Part 74, Subparts D, E, F and H) and
                UHF translator booster stations (see 47 C.F.R. Section
                74.701), provided the transaction does not also involve the
                transfer or assignment of a commonly owned or controlled
                primary station.

  NOTE:  When a commonly owned or controlled primary
  station is filing an application for transfer of control or an
  assignment of a permit or license, the licensee or permittee
  of the primary station shall include all associated booster
  and auxiliary authorizations in its application on FCC
  Form 314, 315 or 316, whichever is applicable.  Forms
  314 and 315 should NOT be used to transfer or assign a
  permit or license for an FM translator, TV translator or
  low power television broadcast station.

2.              Prepare and submit an original and one copy of this form
                and all exhibits.  Number the exhibits serially in the
                spaces provided in the body of this form.  Each exhibit
                must be dated and clearly indicate whether it was prepared
                by the assignor/transferor (seller) or the assignee/transferee
                (buyer).  The application, with all required exhibits,
                should be filed with the Federal Communications
                Commission in the manner and at the location specified in
                47 C.F.R. Section 0.401.

  Replies to questions in this form and the applicants'
  statements constitute representations on which the FCC
  will rely in considering the application.  Thus, time and
  care should be devoted to all replies, which should reflect
  accurately the applicants' responsible consideration of the
  questions asked.  Include all information called for by this
  application.  If any portions of the application are not
  applicable, so state.  Defective or incomplete
  applications will be returned without consideration.

  Information called for by this application which is already
  on file with the Commission need not be refiled in this
  application provided: (1) the information was submitted by
  or on behalf of the parties to this application; (2) the
  information is identified fully by reference to the file
  number (if any), the FCC form number, and the filing date
  of the application or other form containing the information
  and the page or paragraph referred to; and (3) the party
  states, "No change since date of filing."  The material so
  identified will be considered incorporated in the attached
  application.  The incorporated application or other form
  will thereafter be open to public inspection in its entirety.

3.              Public Notice Requirement:

  (a)           47 C.F.R. Section 73.3580 requires that applicants for
                assignment or transfer of a construction permit or
                license give local notice in a newspaper of general
                circulation in the community in which the station is
                located.  Local notice is also required to be broadcast
                over the station, if it is capable of originating such an
                announcement.  However, if the station is the only
                operating station in its broadcast service which is
                located in the community involved, publication of the
                notice in a newspaper is not required, if the
                announcement can be broadcast.  This public notice
                requirement also applies with respect to major
                amendments, as defined in 47 C.F.R. Section
                73.3578(b).

     (b)        Completion of publication may occur within 30 days
                before or after tendering of the application.
                Compliance or intent to comply with the public notice
                requirements must be certified in Section IV of this
                application.  The information that must be contained
                in the notice of filing is described in paragraph (g) of
                47 C.F.R. Section 73.3580.  Proof of publication need
                not be filed with this application.

4.              FEES.  By law, the Commission is required to collect
                charges for certain of the regulatory services it provides to
                the public.  Generally, applicants seeking to transfer
                control of a corporate licensee or permittee, or to assign
                the license or permit, for an FM or TV translator or a low
                power television station are required to pay and submit a
                fee with the filing of FCC Form 345.  However,
                governmental entities, which include any possession, state,
                city, county, town, village, municipal organization or
                similar political organization or subpart thereof controlled
                by publicly elected and/or duly appointed public officials
                exercising sovereign direction and control over their
                respective communities or programs, are exempt from the
                payment of this fee.  Also exempted from this fee are
                noncommercial educational radio and full service TV
                broadcast station licensees or permittees provided the
                stations being acquired or transferred will operate on a
                noncommercial basis.  See 47 C.F.R. Section 1.1113.  To
                avail itself of any fee exemption, the applicant must
                indicate its eligibility by checking the appropriate box in
                response to Question 2(B), Section I.  FCC Form 345
                applications not involving the payment of a fee can be
                hand-delivered or mailed to the FCC's Washington, D.C.
                offices.  See 47 C.F.R. Section 0.401(a).

  The Commission's fee collection program utilizes a U.S.
  Treasury lockbox bank for maximum efficiency of
  collection and processing.  All FCC Form 345 applications
  which require the remittance of a fee, must be submitted
  to the appropriate post office box address.  See 47 C.F.R.
  Section 0.401(b).  A listing of the required fee and the
  address to which FCC Form 345 should be mailed or
  otherwise delivered is set forth in the "Mass Media
  Services Fee Filing Guide" which can be obtained either
  by writing to the Commission's Form Distribution Center,
  9300 E. Hampton Drive, Capital Heights, Maryland,
  20743, or by calling Telephone No. 1-800-418-FORM and
  leaving your request on the answering machine provided
  for this purpose.  See 47 C.F.R. Section 1.1104.  The Fee
  Filing Guide also contains a list of the Fee Type Codes
  needed to complete this application.

  A separate fee payment must be submitted for each FCC
  Form 345 filed.  Where multiple translators or low power
  television stations are being transferred or assigned on one
  FCC Form 345, a single payment covering the total
  required fee, which is calculated on the basis of the
  number of translator or low power television station
  permits or licenses that are the subject of that Form 345,
  can be made.

  Payment of any required fee can be made by check, bank
  draft, money order or credit card.  If paying by check,
  bank draft or money order, your remittance must be
  denominated in U.S. dollars, drawn upon a U.S. financial
  institution and made payable to the Federal
  Communications Commission.  No postdated, altered or
  third-party checks will be accepted.  DO NOT SEND
  CASH.  Checks dated six months or older will not be
  acceptable for filing.

  Applicants who wish to pay their filing fee by money
  order or credit card must submit FCC Form 159,
  together with their application.  Applicants who wish to
  pay for more than one application in the same lockbox
  with a single payment must also submit FCC Form 159.
  When paying for multiple filings in the same lockbox with
  a single payment instrument, you must list each filing as
  a separate item on FCC Form 159 (Remittance Advice).
  If additional entries are necessary, please use FCC Form
  159C (Continuation Sheet).  Those applicants electing to
  pay in a manner that requires the submission of FCC Form
  159 must still complete Section I, Question 1, of FCC
  Form 345.  Question 2 of Section I need not be
  completed, but FCC Form 159 must be submitted instead.

  Payment of application fees may also be made by
  Electronic Payment provided prior approval has been
  obtained from the Commission.  Licensees interested in
  this option must first contact the Billings and Collections
  Branch at [phone] to make the necessary
  arrangements.

  Parties hand-delivering FCC Form 345's may receive
  dated receipt copies by presenting copies of the
  applications to the acceptance clerk at the time of delivery.
  For mailed-in applications, a "return copy" of the
  application can be furnished provided the applicant clearly
  identifies the "return copy" and attaches it to a stamped,
  self-addressed envelope.  Only one piece of paper per
  application will be stamped for receipt purposes.

  For further information regarding the applicability of a
  fee, the amount of the fee or the payment of the fee, refer
  to the "Mass Media Services Fee Filing Guide."

5.              The name of the assignor/transferor must be stated exactly
                as it appears on the authorization to be assigned or
                transferred.  If this information has been set forth in
                response to Section I - Applicant Fee Information,
                Question 1, it need not be repeated.

  The name of the assignee/transferee shall be the exact
  corporate name, if a corporation; if a partnership, the
  name of all general partners and the name under which the
  partnership does business; if an unincorporated association,
  the name of an executive officer, his/her office, and the
  name of the association; and if an individual applicant,
  that person's full legal name.  In other sections of the
  form, the name need be only sufficient for identification
  of the assignee/transferee.  If this information has been set
  forth in response to Question 1, Section I, it need not be
  repeated.

6.              As used in Sections II and III, the words "applicant" and
                "party to this application" have the following meanings:

  APPLICANT:  The individual or entity seeking the
  proposed facilities.

  INDIVIDUAL APPLICANT:  The natural person
  applying for the facilities in his or her own right.

  PARTNERSHIP APPLICANT:  All partners, including
  limited partners.  However, limited partners in a limited
  partnership are not considered parties to the application IF
  the limited partners are not materially involved, directly or
  indirectly, in the management or operation of the media-
  related activities of the partnership.  Sufficient insulation
  of a limited partner for purposes of this certification would
  be assured if the limited partnership arrangement:

  (a)           specifies that any exempt limited partner (if not a
                natural person, its directors, officers, partners, etc.)
                cannot act as an employee of the limited partnership
                if his or her functions, directly or indirectly, relate to
                the media enterprises of the company;

  (b)           bars any exempt limited partner from serving, in any
                material capacity, as an independent contractor or
                agent with respect to the partnership's media
                enterprises;

  (c)           restricts any exempted limited partner from
                communicating with the licensee or the general
                partner on matters pertaining to the day-to-day
                operations of its business;

  (d)           empowers the general partner to veto any admissions
                of additional general partners admitted by vote of the
                exempt limited partners;

  (e)           prohibits any exempt limited partner from voting on
                the removal of a general partner or limits this right to
                situations where the general partner is subject to
                bankruptcy proceedings, as described in Sections 402
                (4)-(5) of the Revised Uniform Limited Partnership
                Act, is adjudicated incompetent by a court of
                competent jurisdiction, or is removed for cause, as
                determined by an independent party;

  (f)           bars any exempt limited partner from performing any
                services to the limited partnership materially relating
                to its media activities, with the exception of making
                loans to, or acting as a surety for, the business; and

  (g)           states, in express terms, that any exempt limited
                partner is prohibited from becoming actively involved
                in the management or operation of the media
                businesses of the partnership.

  Notwithstanding conformance of the partnership agreement
  to these criteria, however, the requisite certification cannot
  be made if the applicant has actual knowledge of a
  material involvement of the limited partner in the
  management or operation of the media-related businesses
  of the partnership.  In the event that the applicant cannot
  certify as to the noninvolvement of the limited partners,
  the limited partners will be considered as parties to this
  application.

  CORPORATE APPLICANT:  All officers and directors
  and each owner of or subscriber to stock accounting for
  5% or more of the voting stock of the applicant, each of
  the corporate stockholder's directors and "executive"
  officers (president, vice-president, secretary, treasurer or
  their equivalents) is considered a party to this application
  UNLESS the applicant submits a statement establishing
  that an individual director or officer will not exercise
  authority or influence in areas that will affect the applicant
  or the proposed station.  The applicant should identify the
  individual by name and title, describe the individual's
  duties and responsibilities, and explain why that person
  should not be attributed an interest in the corporate
  applicant or considered a party to this application.  In
  addition, a person or entity holding an ownership interest
  in the corporate stockholder of the applicant is considered
  a party to this application ONLY IF that interest, when
  multiplied by the corporate stockholder's interest in the
  applicant, would account for 5% or more of the votes of
  the applicant.  For example, where X owns or subscribers
  to stock accounting for 25% of the applicant's votes, only
  those stockholders or corporation X which hold stock
  accounting for 20% or more have a 5% indirect interest in
  the applicant (.25 x .20 = .05) and, therefore, are
  considered parties to this application.  In applying the
  multiplier, any entity holding more than 50% of its
  subsidiary will be considered a 100% owner.

  If any stockholder agreement exists pertaining to
  cooperative voting accounting for 5% or more of the
  votes, that block of stock is regarded as if held by a single
  entity and any stockholder holding 5% or more of the
  stock in that block is considered a party to this
  application.

  An investment company, insurance company or trust
  department of a bank is not considered a party to this
  application IF its aggregated holding accounts for less
  than 10% of the outstanding votes in the applicant.

  ANY OTHER APPLICANT:  All executive officers,
  members of the governing board and owners or
  subscribers who hold 5% or more of the votes in the
  applicant.

7.              Assignee or transferee applicants seeking authorization for
                commercial FM translator stations should familiarize
                themselves with 47 C.F.R. Section 74.1232(d) which
                provides, generally that an authorization for an FM
                translator station whose coverage contour extends beyond
                the protected contour of the commercial primary station
                will not be granted to the licensee or permittee of a
                commercial FM radio broadcast station. Nor will such
                authorization be granted to any person or entity having
                any interest whatsoever, or any connection with such
                primary FM station.  For purposes of this rule, interested
                and connected parties extend to group owners, corporate
                parents, shareholders, officers, directors, employees,
                general and limited parties, family members and business
                associates.

8.              Commission policies and litigation reporting requirements
                for broadcast station applicants are directed to focusing on
                misconduct which violates the Communications Act or a
                Commission rule or policy and on certain non-FCC
                misconduct.  In responding to Section II, Question 7, and
                Section III, Question 5, applicants are advised that the
                parameters of the Commission's policies and requirements
                regarding character qualifications are fully set forth in
                Character Qualifications, 102 FCC 2d 1179 (1985),
                reconsideration denied, 1 FCC Rcd 421 (1986), as
                modified, 5 FCC Rcd 3252 (1990) and 7 FCC Rcd 6564
                (1992).

  For the purpose of these questions only, the terms "parties
  to the application" includes any individual or entity whose
  ownership or positional interest in the applicant is
  cognizable under the Commission's multiple ownership
  rules.  See in this regard Report and Order in MM Docket
  No. 83-46, 97 FCC 2d 997 (1984), reconsideration granted
  in part, 58 RR 2d 604 (1985), further modified on
  reconsideration, 61 RR 2d 739 (1986).

9.              Section 310 of the Communications Act requires that
                United States citizens must control broadcast stations,
                including FM and TV translator stations, and low power
                television stations.  Specifically, the FCC cannot assign or
                transfer a license or construction permit to an alien or the
                representative of an alien, to a foreign government or a
                representative of a foreign government, or to a corporation
                organized under the laws of a foreign government.
                Similarly, the FCC cannot transfer a license or
                construction permit to a corporate applicant that has more
                than 20 percent of its capital stock owned or voted by
                aliens or their representatives, foreign governments or their
                representatives,  or by a corporation, organized under the
                laws of a foreign country.     Finally, if the corporate
                applicant is directly or indirectly controlled by another
                organization, the FCC cannot grant a transfer or
                assignment application if the other corporation has more
                than 25 percent of its stock is owned or voted by aliens or
                their representatives, foreign governments or their
                representatives, or a corporation organized under the laws
                of a foreign country.  The applicant must determine the
                citizenship of each officer and director.  It must also
                determine the citizenship of each person who owns or
                votes shares.  For large corporations, a sample survey
                using a recognized statistical method is acceptable for
                determining the citizenship of  those who own or vote
                shares.
10.             Section 325(a) of the Communications Act of 1934, as
                amended, prohibits the rebroadcast of programs of a
                broadcast station without the express authority of the
                originating station.  Where the assignee/transferee is not
                the licensee of the primary station, written authority must
                be obtained prior to any rebroadcasting.

11.             Applicants seeking to acquire a low power television
                station, whether by assignment of license or permit, or by
                transfer of control, are required to afford equal
                employment opportunity to all qualified persons and to
                refrain from discriminating in employment and related
                benefits on the basis of race, color, religion, national
                origin or sex.  See 47 C.F.R. Section 73.2080.  Pursuant
                to these requirements, an applicant that proposes to
                employ five or more full-time station employees must
                establish a program designed to assure equal employment
                opportunity for women and minority groups (that is,
                Blacks not of Hispanic origin, Asian or Pacific Islanders,
                American Indians or Alaskan Natives, and Hispanics.)
                This is submitted to the Commission as the Model EEO
                Program Form (FCC 396-A).

  If minority group representation in the available labor
  force is less than five percent in the aggregate, a program
  for minority group members is not required.  A program
  must be filed, however, for women because they
  compromise a significant percentage of virtually all labor
  forces.  If an applicant proposes to employ less than five
  full-time employees, no EEO program for women or
  minorities need be filed.  Guidelines for developing an
  Equal Employment Opportunity Program are set forth in
  FCC Form 396-A.

12.             Section IV consists of two parts:  Part 1 is the certification
                requirements to be completed by the assignor; Part II is
                the certification requirements to be completed by the
                assignee.  BOTH PARTIES TO THE TRANSACTION
                MUST SIGN THE APPLICATION.  Depending on the
                nature of the applicant, this application should be signed
                as indicated:  for a sole proprietor, personally; for a
                partnership, by a general partner; for a corporation, by an
                officer; for an unincorporated association, by a member
                who is an officer; for a governmental entity, by such duly
                elected or appointed official as is competent under the
                laws of the particular jurisdiction.  Counsel may sign the
                application for his or her client, but only in cases of the
                applicant's disability or absence from the United States.
                In such cases, counsel must separately set forth why the
                application is not signed by the client.  In addition, as to
                any matter stated on the basis of belief instead of personal
                knowledge, counsel shall separately set forth the reasons
                for believing that such statements are true.

FCC NOTICE TO INDIVIDUALS REQUIRED BY THE PRIVACY ACT AND THE PAPERWORK REDUCTION ACT

The solicitation of personal information requested in this application is authorized by the Communications Act of 1934, as amended.
The Commission will use the information provided in the application to determine if the benefit requested is consistent with the public
interest.  In reaching that determination, or for law enforcement purposes, it may become necessary to refer personal information
contained in this form to another government agency.  In addition, all information provided in this form will be available for public
inspection.  If information requested on the form is not provided, the application may be returned without action having been taken
upon it or its processing may be delayed while a request is made to provide the missing information.  Your response is required to
obtain the requested authorization.

Public reporting burden for this collection of information is estimated to average 10 hours and 10 minutes per response, including the
time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and
reviewing the collection of information.  Send comments regarding this burden estimate or any other aspect of this collection of
information, including suggestions for reducing the burden to the Federal Communications Commission, Records Management Branch,
Paperwork Reduction Project (3060-0075), Washington, DC  20554.    DO NOT send completed forms to this address.  FCC may not
conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB
control number.

THE FOREGOING NOTICE IS REQUIRED BY THE PRIVACY ACT OF 1974, P.L. 93-579, DECEMBER 31, 1974, 5 U.S.C.
552a(e)(3), AND THE PAPERWORK REDUCTION ACT OF 1995, P.L.104-13, OCTOBER 1, 1995, 44 U.S.C. 3507.