PUBLIC NOTICE

FEDERAL COMMUNICATIONS COMMISSION
1919 M STREET, N.W.
WASHINGTON, D.C.  20554                         News Media Information: (202) 418-0500
                                  Fax-On-Demand: (202) 418-2830
                                   Internet: http://www.fcc.gov
                                                      ftp.fcc.gov

                                                     DA 98-2604
                                              December 23, 1998

     AUCTION OF C, D, E, AND F BLOCK BROADBAND PCS LICENSES
                                
Notice and Filing Requirements for Auction of C, D, E, and F Block
      Broadband Personal Communications Services Licenses
                  Scheduled for March 23, 1999
                                
        Minimum Opening Bids and Other Procedural Issues
                                
                                
Report No. AUC-98-22-C (Auction No. 22)


                         1.  INTRODUCTION

     This Public Notice announces the procedures and minimum opening bids for the upcoming
auction (Auction No. 22) of broadband Personal Communications Services (PCS) spectrum in the
C, D, E, and F blocks.  On November 12, 1998, the Wireless Telecommunications Bureau
("Bureau") released a Public Notice, announcing its plans to establish minimum opening bids for
the auction of C block spectrum in Auction No. 22, in accordance with the Balanced Budget Act
of 1997.  In addition, the Bureau sought comment on a number of procedures to be used in
Auction No. 22.  On November 19, 1998, the Bureau released a second Public Notice,
providing additional and corrected information about Auction No. 22, including the addition of
spectrum in the D, E, and F blocks.  The Bureau received comments in response to one or both of
the two procedural Public Notices from the following parties:  Airadigm Communications, Inc.
("Airadigm"); Americana PCS L.L.C. ("Americana"); DiGiPH PCS, Inc. ("DiGiPH"); Mountain
Solutions Ltd. ("Mountain Solutions"); Omnipoint Corporation ("Omnipoint"); and The Rural
Telecommunications Group ("RTG").

Licenses to Be Auctioned:

     The Federal Communications Commission ("FCC" or "Commission") will hold an auction,
Auction No. 22,  for 134 15-MHz and 208 30-MHz C block licenses, as well as for three D, six
E, and five F block licenses.  A list of the licenses that will be available in Auction No. 22 is
included at Attachment A.

Auction Date:  The auction will begin on March 23, 1999.  The initial schedule for bidding will be
announced by public notice at least one week before the start of the auction.  Unless otherwise
announced, bidding will be conducted each business day and will continue until bidding has
stopped on all licenses.

Auction Title:  Auction No. 22 (C, D, E, and F Block Broadband PCS).

Bidding Methodology:  Simultaneous multiple round bidding.  Bidding will be permitted only
from remote locations, either electronically (by computer) or telephonically.

Pre-Auction Deadlines:

    Auction Seminar . .  . .  . .  . .  . . February 3, 1999
    Short Form Application (FCC Form 175)      . February 12, 1999; 5:30 p.m. ET
    Upfront Payments (via wire transfer)     . . . .. March 1, 1999; 6:00 p.m. ET
    Orders for Remote Bidding Software       . . March 9, 1999
    Mock Auction      .  . .  . .  . .  . . March 18, 1999Telephone Contacts:

    FCC National Call Center  . .  . .  . . (888) CALL-FCC ((888) 225-5322)                                  or (717) 338-2888 (direct dial)

     For Bidder Information Packages, General Auction Information, and Seminar
     Registration, press option #2 at the prompt.  Hours of service: 8 a.m. - 5:30 p.m. ET.

    FCC Technical Support Hotline  . .  . . (202) 414-1250 (voice), (202) 414-                               1255 (text telephone (TTY))
  
     Hours of service: 8 a.m. - 6 p.m. ET, Monday - Friday

List of Attachments:
  
    Attachment A   Summary of Licenses to be Auctioned, Upfront Payments,  . .                Minimum Opening Bids
    Attachment B    . . Guidelines for Completion of FCC Forms 175 and 159,                   and Exhibits
    Attachment C    . . Electronic Filing and Review of FCC Form 175
    Attachment D . Summary Listing of Documents from the Commission and the 
                    Wireless Telecommunications Bureau Addressing Application of                                   the Anti-Collusion Rules

Background:

     Broadband PCS encompasses a variety of mobile and/or portable radio services, using
such devices as small, lightweight, multifunction portable phones, portable fax machines, and
advanced devices with two-way data capabilities that are competing with existing cellular, paging,
and other land mobile services.  Auction No. 22 will be the third auction of C block spectrum and
the second auction of D, E, and F block spectrum.

     Frequency blocks C and F have been designated by the Commission as "entrepreneurs'
blocks," meaning that participation in auctions of C and F block licenses is limited to entities
qualifying under the Commission's rules as entrepreneurs.  Eligibility requirements for
participation in auctions of C or F block licenses are discussed in greater detail below in Part 2 of
this Public Notice.

     Frequency block C encompasses 1895-1910 MHz paired with 1975-1990 MHz.  In the
first C block auction (Auction No. 5), which began on December 18, 1995 and concluded on May
6, 1996, the Commission auctioned licenses authorizing service on 30 MHz of spectrum in each
of the 493 basic trading areas ("BTAs") in the United States and territories.  In the second C
block auction (Auction No. 10), the Commission made available 18 licenses of 30 MHz of
spectrum each.  Auction No. 10 ran from July 3, 1996 to July 16, 1996.  Certain C block licenses
available in Auction No. 22 will encompass 15 MHz of spectrum, rather than 30 MHz.  The size
of each license to be auctioned is indicated in Attachment A.

     The D, E, & F block auction (Auction No. 11) began on August 26, 1996 and concluded
on January 14, 1997.  The D and E blocks were open to all entities.  As mentioned, the F block
was restricted to entrepreneurs.  In Auction No. 11, the Commission made available 1,479
broadband PCS licenses (three in each of 493 BTAs in the United States and territories) of 10
MHz (5 MHz paired) each, encompassing the following frequencies:

     D block:  1865-1870/1945-1950 MHz
     E block:  1885-1890/1965-1970 MHz
     F block:  1890-1895/1970/1975 MHz

Due Diligence:

     Potential bidders are reminded that private and common carrier fixed microwave services
("FMS") operating in the 1850-1990 MHz band (and other bands) are being relocated to available
frequencies in higher bands or to other media.  Bidders should become familiar with the status of
FMS operation and relocation, and applicable Commission rules and orders, in order to make a
reasoned, appropriate decision about their participation in Auction No. 22 and their bidding
strategy.

     Potential bidders should be aware that certain applications (including those for
modification), waiver requests, petitions for reconsideration and applications for review are
pending before the Commission that relate to C, D, E, and F block licensees.  We note that
resolution of these matters could have an effect on the availability of spectrum.  In addition, while
the Commission will continue to act on pending applications, requests and petitions, some of
these matters may not be resolved by the time of the auction.

     In notes to the Attachments to Procedural Public Notice I and II, the Bureau identified
certain licenses that will be included in Auction No. 22 as being the subject of pending
Commission or judicial proceedings.  In their comments, DiGiPH and Mountain Solutions both
raise questions about the identified licenses.  DiGiPH states that the Commission should fully
disclose what will happen in the event that the licenses subsequently revert to the prior license
holder.  DiGiPH requests a status report on pending bankruptcy litigation involving DCR PCS,
Inc. (a wholly owned subsidiary of Pocket, Communications, Inc.) and asks a series of additional
questions.

     DiGiPH asks first whether a license involved in a pending proceeding will be granted at
the close of the auction or, instead, only after final adjudication of the pending proceeding and any
appeals.  We have said in analogous situations that such a license will be granted at the close of
the auction in order to serve the public interest in prompt implementation of PCS service and that
the grant of such a license will be conditioned on the outcome of pending proceedings.  We will
follow this precedent with Auction No. 22.  DiGiPH also asks whether such a license will revert
to the appellant if a pending appeal is successful.  As we have stated previously, a license grant
that is conditioned on the outcome of a pending proceeding may be undone if the basis for the
grant is reversed as a result of the outcome of the proceeding.  For this reason, applicants have a
responsibility to familiarize themselves with all pending administrative or judicial proceedings that
may affect the licenses on which applicants might wish to bid.

     DiGiPH also wants to know whether the winning bidder of a license that is subject to a
pending proceeding will be required to tender payment in full on the same schedule as for other
licenses and, if so, what will happen to the funds paid by the winning bidder if the appellant in a
pending appeal is successful.  DiGiPH asks whether the funds will be returned and interest on
those funds paid.  DiGiPH further asks what will happen if a winning bidder proceeds with
construction and a pending appeal is successful.

     Winning bidders of licenses subject to pending proceedings are required to meet the
normal payment and construction schedules established by the Commission.  The risk that a
pending proceeding might ultimately displace a winning bidder must be taken into account by
auction participants as they formulate and pursue their bidding strategies.  The Commission has
not addressed directly whether, if an applicant becomes ineligible to hold a license because the
initiator of a pending proceeding is successful, the Commission will return the payments made for
the license by the applicant.  This issue will be addressed separately.

     The comments of Mountain Solutions concern licenses that might be affected by its own
pending proceeding.  Mountain Solutions was the high bidder for ten licenses in the original C
block auction and two licenses in the second C block auction, Auction No. 10; and it is in default
on its payment obligations from both auctions.  Mountain Solutions filed a request for a waiver of
the second down payment deadline for the licenses from the first C block auction and is pursuing
a judicial appeal of the Commission's denial of that waiver request.  Under the Commission's
rules, Mountain Solutions became obligated for its winning bid amounts when the auction
closed.  Mountain Solutions recognizes that under the Commission's rules, it is liable for the
difference between its original bid price for the licenses and the subsequent winning bids for the
licenses.  Mountain Solutions contends that, because of its pending judicial proceeding, the price
bid for the licenses in Auction No. 22 will likely be lower than they would were there no such
proceeding pending, and that Mountain Solutions' default payment would be increased
accordingly.  Mountain Solutions asks that we postpone auctioning the spectrum associated with
its defaulted licenses until after a final resolution of its judicial appeal.

     Because Mountain Solutions is in default on its payment obligations from the two C block
auctions, the licenses have never been awarded to Mountain Solutions.  It is in the public interest
to include those licenses in Auction No. 22, not only because to do so will likely speed ultimate
service to the public, but also because a simultaneous auction of licenses for several markets --
even with the aforementioned proceeding pending -- will better reflect the value of the licenses
than would an auction that includes only the licenses claimed by Mountain Solutions. 
Accordingly, the licenses will be offered in Auction No. 22.  The Bureau will dismiss Mountain
Solutions' pending license applications in advance of the auction.

     Licensing information is contained in the Commission's licensing database, which is
available for inspection in the Wireless Telecommunications Bureau's Public Reference Rooms,
located at 2025 M Street, N.W., Room 5608, Washington, D.C. 20554, and 1270 Fairfield Road,
Gettysburg, PA 17325.  In a future public notice, the Bureau will provide the new location of
the Commission's licensing database in the Portals building.

     In addition, potential bidders may search for information regarding C, D, E, and F block
licenses at the Universal Licensing System site on the FCC Network.  Accessing this network
involves using the FCC's Dial-Up Networking facility to dial 800-844-2784.  Once the connection
is established, users point their Internet browser at http://wtbwww05.fcc.gov/ and click the
License Search button.  On the License Search screen, choose Market-Based from the menu.  On
the License Search criteria screen, specify the desired Market, Channel Block, or other desired
criteria, then click the Search button.  Any telephone inquiries regarding accessing this data
should be directed to the Technical Support Hotline at (202) 414-1250 (voice) or (202) 414-1255
(text telephone (TTY)).

     The Commission makes no representations or guarantees regarding the accuracy or
completeness of information that has been provided by incumbent licensees and
incorporated into the database.  Potential bidders are strongly encouraged to physically
inspect any sites located in or near the geographic area for which they plan to bid.

Participation:  Those wishing to participate in the auction must:

    Electronically submit a short form application (FCC Form 175) by February 12, 1999.
    Submit a sufficient upfront payment and an FCC Remittance Advice Form (FCC Form
     159) by March 1, 1999.  
    Comply with all provisions outlined in the Bidder Information Package.

Prohibition of Collusion: To ensure the competitiveness and integrity of the auction process, the
Commission's Rules prohibit applicants for the same geographic license area from communicating
with each other during the auction about bids, bidding strategies, or settlements.  This prohibition
begins with the filing of short-form applications, and ends on the down payment due date. 
Bidders competing for the same license(s) are encouraged not to use the same individual as an
authorized bidder.  A violation of the anti-collusion rule could occur if an individual acts as the
authorized bidder for two or more competing applicants, and conveys information concerning the
substance of bids or bidding strategies between the bidders he/she is authorized to represent in the
auction.  Also, if the authorized bidders are different individuals employed by the same
organization (e.g., law firm or consulting firm), a violation could similarly occur.  At a minimum,
in such a case, applicants should certify that precautionary steps have been taken to prevent
communication between authorized bidders and that applicants and their bidding agents will
comply with the anti-collusion rule.  The Bureau, however, cautions that merely filing a
certifying statement as part of an application will not outweigh specific evidence that collusive
behavior has occurred nor will it preclude the initiation of an investigation when warranted.  In
Auction No. 22, for example, the rule would apply to any applicants bidding for the same BTA. 
Therefore, applicants that apply to bid for "all markets" would be precluded from communicating
with all other applicants after filing the FCC Form 175.  However, applicants may enter into
bidding agreements before filing their FCC Form 175 short-form applications, as long as they
disclose the existence of the agreement(s) in their Form 175 short-form applications.  By signing
their FCC Form 175 short form applications, applicants are certifying their compliance with
Section 1.2105(c).  In addition, Section 1.65 of the Commission's Rules requires an applicant to
maintain the accuracy and completeness of information furnished in its pending application and
to notify the Commission within 30 days of any substantial change that may be of decisional
significance to that application.  Thus, Section 1.65 requires an auction applicant to notify the
Commission of any violation of the anti-collusion rules upon learning of such violation.  Bidders
are therefore required to make such notification to the Commission immediately upon discovery.

Bidder Information Package:  More complete details about this auction are contained in a
Bidder Information Package.  The Commission will provide one copy to each company free of
charge.  Additional copies may be ordered at a cost of $16.00 each, including postage, payable by
Visa or Master Card, or by check payable to "Federal Communications Commission" or "FCC." 
To place an order, contact the FCC National Call Center at (888) CALL-FCC ((888) 225-5322,
press option #2 at the prompt).  Prospective bidders that have already contacted the FCC at this
number expressing an interest in this auction will receive a Bidder Information Package in
approximately four weeks, and need not call again unless they wish to order additional copies.

Relevant Authority:  Prospective bidders must familiarize themselves thoroughly with the
Commission's Rules relating to Broadband PCS contained in Title 47, Part 24, of the Code of
Federal Regulations, and those relating to application and auction procedures, contained in Title
47, Part 1, of the Code of Federal Regulations.

     Prospective bidders must also be thoroughly familiar with the procedures, terms and
conditions contained in the C Block Second Report and Order and Further Notice of Proposed
Rule Making, the C Block Reconsideration Order, the C Block Fourth Report and Order,
Part 24, Subparts A, B, C, E, H, and I, of the Commission's Rules concerning broadband PCS and
Part 1, Subpart Q, of the Commission's Rules concerning competitive bidding proceedings.  

     The terms contained in the Commission's Rules, relevant orders, public notices and bidder
information package are not negotiable.  The Commission may amend or supplement the
information contained in our public notices or the bidder information package at any time, and
will issue public notices to convey any new or supplemental information to bidders.  It is the
responsibility of all prospective bidders to remain current with all Commission Rules and with all
public notices pertaining to this auction.  Copies of most Commission documents, including public
notices, can be retrieved from the FCC Internet node via anonymous ftp @ftp.fcc.gov or the FCC
World Wide Web site at http://www.fcc.gov/wtb/auctions.  Additionally, documents may be
obtained for a fee by calling the Commission's copy contractor, International Transcription
Service, Inc. (ITS), at (202) 857-3800.  When ordering documents from ITS, please provide the
appropriate FCC number (e.g., FCC 97-342 for the C Block Second Report and Order and
Further Notice of Proposed Rule Making, FCC 98-46 for the C Block Reconsideration Order,
and FCC 98-176 for the C Block Fourth Report and Order).

Bidder Alerts:  The FCC makes no representations or warranties about the use of this
spectrum for particular services.  Applicants should be aware that an FCC auction
represents an opportunity to become an FCC licensee in this service, subject to certain
conditions and regulations.  An FCC auction does not constitute an endorsement by the
FCC of any particular services, technologies or products, nor does an FCC license
constitute a guarantee of business success.  Applicants should perform their individual due
diligence before proceeding as they would with any new business venture.

     As is the case with many business investment opportunities, some unscrupulous
entrepreneurs may attempt to use Auction No. 22 to deceive and defraud unsuspecting investors. 
Common warning signals of fraud include the following:

     þ    The first contact is a "cold call" from a telemarketer, or is made in response to an
          inquiry prompted by a radio or television infomercial.

     þ    The offering materials used to invest in the venture appear to be targeted at IRA
          funds, for example by including all documents and papers needed for the transfer
          of funds maintained in IRA accounts.

     þ    The amount of the minimum investment is less than $25,000.

     þ    The sales representative makes verbal representations that:  (a) the Internal
          Revenue Service ("IRS"), Federal Trade Commission ("FTC"), Securities and
          Exchange Commission ("SEC"), FCC, or other government agency has approved
          the investment; (b) the investment is not subject to state or federal securities laws;
          or (c) the investment will yield unrealistically high short-term profits.  In addition,
          the offering materials often include copies of actual FCC releases, or quotes from
          FCC personnel, giving the appearance of FCC knowledge or approval of the
          solicitation.

     Information about deceptive telemarketing investment schemes is available from the FTC
at (202) 326-2222 and from the SEC at (202) 942-7040.  Complaints about specific deceptive
telemarketing investment schemes should be directed to the FTC, the SEC, or the National Fraud
Information Center at (800) 876-7060.  Consumers who have concerns about specific proposals
regarding Auction No. 22 may also call the FCC National Call Center at (888) CALL-FCC ((888)
225-5322).

NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) REQUIREMENTS

Licensees must comply with the Commission's rules regarding the National Environmental Policy
Act (NEPA).  The construction of a wireless antenna facility is a federal action and licensees must
comply with the Commission's NEPA rules for each wireless facility.  See 47 C.F.R. 
1.1305-1.1319.  The Commission's NEPA rules require that, among other things, licensees
consult with expert agencies having NEPA responsibilities, including the U.S. Fish and Wildlife
Service, the State Historic Preservation Office, the Army Corp of Engineers and the Federal
Emergency Management Agency (through the local authority with jurisdiction over floodplains). 
Licensees must prepare environmental assessments for wireless facilities that may have a
significant impact in or on wilderness areas, wildlife preserves, threatened or endangered species
or designated critical habitats, historical or archaeologic sites, Indian religious sites, floodplains,
and surface features.  Licensees must also prepare environmental assessments for wireless
facilities that include high intensity white lights in residential neighborhoods or excessive
radiofrequency emission.  


                         2.  ELIGIBILITY

A.  General Requirements

     All applicants must certify on their FCC Form 175 applications under penalty of perjury
that they are legally, technically, financially and otherwise qualified to hold a license and, as
discussed below in Part 2.D (Special C Block Eligibility Provisions Regarding Defaulters), that
they are not in default on any payment for Commission licenses (including down payments) or
delinquent on any non-tax debt owed to any Federal agency.  In order to be eligible to bid for a C
block license, an applicant must also attach to its FCC Form 175 application a statement made
under penalty of perjury indicating whether or not the applicant has ever been in default on any
Commission licenses or has ever been delinquent on any non-tax debt owed to any federal agency
(see infra Part 2.D.).  Prospective bidders are reminded that submission of a false certification to
the Commission is a serious matter that may result in severe penalties, including monetary
forfeitures, license revocations, exclusion from participation in future auctions, and/or criminal
prosecution.

B.  Eligibility to Participate As An Entrepreneur (C and F Blocks)

     (1)  General Rule

     Only entrepreneurs may be licensed in the C and F blocks.  Section 24.709 of the
Commission's rules defines an entrepreneur for purposes of C and F block auctions without
actually using the term 'entrepreneur':

     No application is acceptable for filing and no license shall be granted for frequency
     block C or frequency block F, unless the applicant, together with its affiliates and
     persons or entities that hold interests in the applicant and their affiliates, have gross
     revenues of less than $125 million in each of the last two years and total assets of
     less than $500 million at the time the applicant's short-form application (Form 175)
     is filed.

     (2)  Limited Exception for C Block

     Applicants that participated in either of the prior C block auctions, Auction No. 5 and
Auction No. 10, will not be required for Auction No. 22 to meet the revenue and asset
requirements of Section 24.709 of the Commission's rules.

C.  Attribution Rules

     The attribution rules set forth in Section 24.709 of the Commission's rules will apply to
Auction No. 22.

D.  Special C Block Eligibility Provisions Regarding Defaulters

     The Commission decided in the C Block Fourth Report and Order to limit participation in
future C block auctions to applicants that are not in default on any Commission licenses and are
not delinquent on any non-tax debt owed to any Federal agency.  Accordingly, to be able to bid
on C block licenses, an applicant must certify on its FCC Form 175 application that it is not in
default on any Commission licenses and that it is not delinquent on any non-tax debt owed to any
Federal agency.  In addition, to be able to bid on C block licenses, an applicant must attach to its
FCC Form 175 application a statement made under penalty of perjury indicating whether or not
the applicant has ever been in default on any Commission licenses or has ever been delinquent on
any non-tax debt owed to any federal agency.  C block applicants must include this
statement at Exhibit F of the FCC Form 175.

     "Former defaulters," i.e., applicants that have defaulted or been delinquent in the past, but
that have since paid all of their outstanding non-tax debts and all associated charges or penalties,
are eligible to bid on C block licenses, provided that they are otherwise qualified.  However, as
discussed infra in Part 3.C.(3), former defaulters will be required to pay upfront payments that are
fifty percent more than the normal upfront payment amounts.

     We received a comment from Airadigm asking whether the requirement of Section
24.709(a)(5) that an applicant state under penalty of perjury whether or not it has ever been in
default or delinquent applies only to the applicant entity or applies also to parties to the
application and affiliates.  The Bureau provides the following guidance.  An applicant must state
under penalty of perjury whether or not any entity whose gross revenues and total assets are
required to be attributed to the applicant under Section 24.709 of the Commission's rules has ever
been in default on any Commission licenses or has ever been delinquent on any non-tax debt owed
to any Federal agency.  If any entity whose gross revenues and total assets are required to be
attributed to the applicant under Section 24.709 of the Commission's rules has ever been in
default on any Commission licenses or has ever been delinquent on any non-tax debt owed to any
Federal agency, the applicant will be considered a "former defaulter" for purposes of the upfront
payment requirements for Auction No. 22.

     We note, moreover, that if any entity whose gross revenues and total assets are required
to be attributed to the applicant under Section 24.709 of the Commission's rules is in default on
any Commission licenses or is delinquent on any non-tax debt owed to any Federal agency at the
time the applicant files its FCC Form 175 application, the applicant will not be able to make the
certification required by Section 1.2105(a)(2)(x) of the Commission's rules and will not be
eligible to participate in Auction No. 22.

     Airadigm also suggests that clarification is needed as to whether the term "former
defaulter" applies to parties taking advantage of the automatic second ninety-day "grace period"
provided in Section 1.2110(f)(4)(ii) of the Commission's rules.  We will not consider an
applicant in default or delinquent on a Commission installment obligation for purposes of C block
eligibility and upfront payment (see infra Part 3.C.(3)) rules unless and until the obligated entity
has allowed the Section 1.2110(f)(4)(ii) non-default period to pass without having made the
requisite payment.

E.  Special C Block Eligibility Restriction Regarding Surrendered C Block Licenses

     C block licensees that surrendered C block licenses pursuant to the disaggregation,
prepayment, and/or amnesty/prepayment election options the Commission made available in the C
Block Second Report and Order and Further Notice, as modified by the C Block
Reconsideration Order, are ineligible to reacquire the spectrum represented by their surrendered
licenses through participation in Auction No. 22, or by any other means, for a period of two years
from the start date of Auction No. 22.  This prohibition extends to qualifying members of the
licensee's control group, and their affiliates.  Licensees that surrendered licenses pursuant to the
"pure amnesty" election option remain eligible to reacquire the spectrum represented by those
surrendered licenses in Auction No. 22 or through a secondary market transaction.

F.  General Eligibility Criteria Regarding Small and Very Small Businesses

     The Commission has adopted special small business provisions for the C and F blocks in
order to promote and facilitate the participation of small businesses in auctions of C and F block
licenses and in the provision of broadband PCS.

     (1)  Determination of Revenues

     For purposes of determining which entities qualify as very small businesses or small
businesses, the Commission will consider the gross revenues of the applicant, its affiliates, persons
or entities holding interests in the applicant and their affiliates on a cumulative basis and
aggregated subject to the exceptions set forth in Section 24.709(b) of the Commission's rules. 
Therefore, the gross revenues of all of the above entities must be disclosed separately and in the
aggregate as Exhibit C to an applicant's FCC Form 175.

     (2)  Very Small or Small Business Consortia

     A consortium of small businesses or very small businesses is a conglomerate organization
formed as a joint venture between or among mutually independent business firms, each of which
individually satisfies the definition of very small or small business in Section 24.720(b)(1) or (2). 
Thus, each consortium member must disclose its gross revenues along with those of its affiliates
and persons or entities holding interests in the consortium member and their affiliates.  We note
that although the gross revenues of the consortium members will not be aggregated for purposes
of determining eligibility for very small or small business credits, this information must be
provided to ensure that each individual consortium member qualifies for any bidding credit
awarded to the consortium.
               
     (3)  Application Showing

     Applicants should note that they will be required to file supporting documentation as
Exhibit C to their FCC Form 175 short form applications to establish that they meet the gross
revenue and total asset limitations of Section 24.709 of the Commission's rules and that they
satisfy the eligibility requirements to qualify as a very small or small business (or a consortium of
very small or small businesses) for this auction.  Specifically, for Auction No. 22, applicants
applying to bid for C and/or F block licenses as a very small or small business (or a consortium of
very small or small businesses) will be required to file as Exhibit C to their FCC Form 175 short
form applications, all information required under Sections 1.2105(a), 1.2112(b), and 24.709.  In
addition, these applicants must disclose, separately and in the aggregate, the gross revenues for
the preceding three years of each of the following: (1) the applicant; (2) the applicant's affiliates;
(3) the applicant's attributable interests; and (4) the affiliates of the applicant's attributable
interests.  Certification that the average gross revenues for the preceding three years do not
exceed the applicable limit is not sufficient.  A statement of the total gross revenues for the
preceding three years is also insufficient.  The applicant must provide separately for itself, its
affiliates, and its attributable interests, a schedule of gross revenues for each of the preceding
three years, as well as a statement of total average gross revenues for the three-year period.  If
the applicant is applying as a consortium of very small or small businesses, this information
must be provided for each consortium member.

G.  Bidding Credits

     Qualifying applicants in Auction No. 22 are eligible for a bidding credit on C and F block
licenses that represents the amount by which a bidder's winning bids are discounted.  The size of
the bidding credit depends on the average gross revenues for the preceding three years of the
bidder, its affiliates, and persons or entities that hold interests in the bidder and their affiliates:

     þ    A bidder with average gross revenues not to exceed $40 million for the preceding
          three years receives a 15 percent discount on its winning bids for C and F block
          licenses; and,

     þ    A bidder with average gross revenues not to exceed $15 million for the preceding
          three years receives a 25 percent discount on its winning bids for C and F block
          licenses.

     Bidding credits are not cumulative: qualifying applicants receive either the 15 percent or
the 25 percent bidding credit, but not both.  The definitions of very small business and  small
business (or a consortium of very small or small businesses) (including calculation of average
gross revenues) are set forth in 47 C.F.R.  24.720(b).  

     Bidders for C or F block licenses should note that transfer and assignment restrictions and
unjust enrichment provisions apply to winning bidders that use bidding credits and subsequently
assign or transfer control of their licenses to an entity not qualifying for the same levels of bidding
credits.  Finally, bidders should also note that there are no installment payment plans in
Auction No. 22.

                   3.  PRE-AUCTION PROCEDURES

A.  Short-Form Application (FCC Form 175) -- Due February 12, 1999

     In order to be eligible to bid in this auction, applicants must first electronically submit an
FCC Form 175 application.  This application must be received at the Commission by 5:30
p.m. ET on February 12, 1999.  Late applications will not be accepted.

     There is no application fee required when filing an FCC Form 175.  However, to be
eligible to bid, an applicant must submit an upfront payment.  See 3.C, infra.

     (1)  Electronic Filing

     Applicants must file their FCC Form 175 applications electronically.  Applications may
be filed at any time from January 25, 1999 until 5:30 p.m. ET on February 12, 1999.  Applicants
are strongly encouraged to file early, and applicants are responsible for allowing adequate time for
filing their applications.  Applicants may update or amend their electronic applications multiple
times until the filing deadline of February 12, 1999.  Applicants must press the "Submit Form
175" button on the "Submit" page of the electronic form to successfully submit their FCC
Form 175s.  Information about installing and running the FCC Form 175 application software is
included in Attachment C to this Public Notice.  Technical support is available at (202) 414-1250
(voice) or (202) 414-1255 (text telephone (TTY)); the hours of service are 8 a.m. - 6 p.m. ET,
Monday - Friday.

     (2)  Completion of the FCC Form 175

     Applicants should carefully review 47 C.F.R.  1.2105, and must complete all items on the
FCC Form 175.  Instructions for completing the FCC Form 175 are in Attachment B of this
Public Notice.

     (3)  Electronic Review of FCC Form 175

       The FCC Form 175 review software may be used to review and print applicants' FCC
Form 175 applications.  Applicants may also view other applicants' completed FCC Form 175s
after the filing deadline has passed and the FCC has issued a public notice explaining the status of
the applications.  For this reason, it is important that applicants do not include their
Taxpayer Identification Numbers (TINs) on any Exhibits to their FCC Form 175
applications.  There is a fee of $2.30 per minute for accessing this system.  See Attachment C for
details.B.  Application Processing and Minor Corrections

       After the deadline for filing the FCC Form 175 applications has passed, the FCC will
process all timely submitted applications to determine which are acceptable for filing, and
subsequently will issue a public notice identifying:  (1) those applications accepted for filing
(including FCC account numbers and the licenses for which they applied); (2) those applications
rejected; and (3) those incomplete applications which have minor defects that may be corrected,
and the deadline for filing such corrected applications. 

       As described more fully in the Commission's Rules, after the February 12, 1999, short
form filing deadline, applicants may make only minor corrections to their FCC Form 175
applications.  Applicants will not be permitted to make major modifications to their applications
(e.g., change their license selections, change the certifying official, or change control of the
applicant).  See 47 C.F.R.  1.2105.

C.  Upfront Payments -- Due March 1, 1999

       In order to be eligible to bid in the auction, applicants must submit an upfront payment
accompanied by an FCC Remittance Advice Form (FCC Form 159).  Manual filers of FCC
Form 159 must use the July 1997 version of FCC Form 159.  Filers of the FCC Form 175
will have access to an electronic version of FCC Form 159 after completing the FCC Form
175.  Earlier versions of this form will not be accepted.  All upfront payments must be received
at Mellon Bank in Pittsburgh, PA, by 6:00 p.m. ET on March 1, 1999.

       Please note that:

       þ    All payments must be made in U.S. dollars.

       þ    All payments must be made by wire transfer.

       þ    Upfront payments for Auction No. 22 go to a lockbox number different from
            the ones used in previous FCC auctions, and different from the lockbox
            number to be used for post-auction payments.

       þ    Failure to deliver the upfront payment by the March 1, 1999 deadline will
            result in dismissal of the application and disqualification from participation
            in the auction.

       (1)  Making Auction Payments by Wire Transfer

       Wire transfer payments must be received by 6:00 p.m. ET on March 1, 1999.  To avoid
untimely payments, applicants should discuss arrangements (including bank closing schedules)
with their banker several days before they plan to make the wire transfer, and allow sufficient time
for the transfer to be initiated and completed before the deadline.  Applicants will need the
following information:

ABA Routing Number:   043000261
Receiving Bank:   Mellon Pittsburgh
BNF:   FCC/AC 910-0198
OBI Field:   (Skip one space between each information item)
"AUCTIONPAY"
TAXPAYER IDENTIFICATION NO.   (same as FCC Form 159, block 26)
PAYMENT TYPE CODE   (enter "APCU")
FCC CODE  1 (same as FCC Form 159, block 23A: "22")
PAYER NAME   (same as FCC Form 159, block 2)
LOCKBOX NO.   # 358410

NOTE:  The BNF and Lockbox numbers are specific to the upfront payments for this
auction; do not use BNF or Lockbox numbers from previous auctions.  

       Applicants must fax a completed FCC Form 159 to Mellon Bank at (412) 236-5702 at
least one hour before placing the order for the wire transfer (but on the same business day).  On
the cover sheet of the fax, write "Wire Transfer - Auction Payment for Auction Event No. 22." 
Bidders may confirm receipt of their upfront payment by contacting their sending financial
institution.

       (2)  FCC Form 159

       Each upfront payment must be accompanied by a completed FCC Remittance Advice
Form (FCC Form 159).  Proper completion of FCC Form 159 is critical to ensuring correct credit
of upfront payments.  Detailed instructions for completion of FCC Form 159 are included in
Attachment B to this Public Notice and will also be included in the Bidder Information Package.

       (3)  Amount of Upfront Payment

       In Procedural Public Notice I, the Bureau announced its plans to set the upfront payment
amount for Auction No. 22 at $0.06*MHz*BTA Population ("Pops") (rounded up to the next
dollar).  In Procedural Public Notice II, the Bureau proposed to apply the same
$0.06*MHz*Pops upfront payment amount to each of the D, E, and F block licenses to be
auctioned.  No commenter discussed the upfront payment amount.  The Bureau accordingly sets
the upfront payment amount for each C, D, E, and F block license to be auctioned in Auction No.
22 at $0.06*MHz*Pops.  The upfront payment amount for each license has been calculated and is
listed in Attachment A.

       In accordance with the Commission rule governing C block applicants, the Bureau stated
in Procedural Public Notice I that the upfront payment amount for "former defaulters" (i.e.,
applicants that have ever been in default on any Commission licenses or have ever been delinquent
on any non-tax debt owed to any Federal agency) will be fifty percent more than the normal
amount required to be paid.  Consistent with this rule, as the Bureau announced in Procedural
Public Notice II, any former defaulter that applies to bid on "all markets" or designates D, E, or
F block licenses in addition to at least one C block license will be subject to the higher upfront
payment requirement.  Former defaulters that apply to bid only on D, E, or F block licenses will
not be subject to the higher upfront payment requirement.

       In the absence of opposing comment, the Bureau adopts its proposals in Procedural
Public Notice I and II that the amount of the upfront payment submitted by a bidder will
determine the initial maximum eligibility (as measured in bidding units) for each bidder.  As stated,
the upfront payment amount for "former defaulters" will be fifty percent more than the
normal amount required to be paid.  (In other words, "former defaulters" must pay an
extra fifty percent in upfront payment to receive the same number of bidding units that
"non-former defaulters" receive for the basic upfront payment.  See Attachment A.)  Any
former defaulter that applies to bid on "all markets" or designates D, E, or F block licenses
in addition to at least one C block license will be subject to the higher upfront payment
requirement.

       Please note that upfront payments are not attributed to specific licenses, but instead will be
translated to bidding units to define a bidder's maximum bidding eligibility.  For Auction No. 22,
the amount of the upfront payment will be translated into bidding units on a one-to-one basis,
e.g., a $25,000 upfront payment provides the bidder with 25,000 bidding units, unless the bidder
is a "former defaulter."  A "former defaulter" will be required to pay $37,500 (or 1.5 times the
basic upfront payment) for 25,000 bidding units.  The total upfront payment defines the maximum
amount of bidding units on which the applicant will be permitted to bid (including standing high
bids) in any single round of bidding.  Thus, an applicant does not have to make an upfront
payment to cover all licenses for which the applicant has selected on FCC Form 175, but rather to
cover the maximum number of bidding units that are associated with licenses the bidder wishes to
place bids on and hold high bids on at any given time. 

       In order to be able to place a bid on a license, in addition to having specified that license
on the FCC Form 175, a bidder must have an eligibility level that meets or exceeds the number of
bidding units assigned to that license.  At a minimum, an applicant's total upfront payment must be
enough to establish eligibility to bid on at least one of the licenses applied for on the FCC Form
175, or else the applicant will not be eligible to participate in the auction.

       In calculating the upfront payment amount, an applicant should determine the maximum
number of bidding units it may wish to bid on in any single round, and submit an upfront payment
covering that number of bidding units.  Bidders should check their calculations carefully as
there is no provision for increasing a bidder's maximum eligibility after the upfront
payment deadline.

       Former defaulters that apply to bid on any C block licenses should calculate their upfront
payment for all licenses by multiplying the number of bidding units they wish to purchase by 1.5. 
The 50% increase calculation has been included on the spreadsheet in Attachment A.  In order to
calculate the number of bidding units to assign to former defaulters applying to bid on any C block
licenses, the Commission will divide the upfront payment received by 1.5 and round the result up
to the nearest bidding unit.

       NOTE:  An applicant may, on its FCC Form 175, apply for every
       license being offered, but its actual bidding in any round will be
       limited by the bidding units reflected in its upfront payment.

       (4)  Applicant's Wire Transfer Information for Purposes of Refunds

       Because experience with prior auctions has shown that in most cases wire transfers
provide quicker and more efficient refunds than paper checks, the Commission will use wire
transfers for all Auction No. 22 refunds.  To avoid delays in processing refunds, applicants should
include wire transfer instructions with any refund request they file; they may also provide this
information in advance by faxing it to the FCC Billings and Collections Branch, ATTN: Linwood
Jenkins or Geoffrey Idika, at (202) 418-2843.  Please include the following information:

            Name of Bank
              ABA Number
              Account Number to Credit
            Correspondent Bank (if applicable)
              ABA Number
              Account Number 
            Contact and Phone Number 

(Applicants should also note that implementation of the Debt Collection Improvement Act of
1996 requires the FCC to obtain a Taxpayer Identification Number (TIN) before it can disburse
refunds.)  Eligibility for refunds is discussed in 5.D., infra.

D.  Auction Registration

       Approximately ten days before the auction, the FCC will issue a public notice announcing
all qualified bidders for the auction.  Qualified bidders are those applicants whose FCC Form 175
applications have been accepted for filing and that have timely submitted upfront payments
sufficient to make them eligible to bid on at least one of the licenses for which they applied.

       All qualified bidders are automatically registered for the auction.  Registration materials
will be distributed prior to the auction by two separate overnight mailings, each containing part of
the confidential identification codes required to place bids.  These mailings will be sent only to
the contact person at the applicant address listed in the FCC Form 175.

       Applicants that do not receive both registration mailings will not be able to submit bids. 
Therefore, any qualified applicant that has not received both mailings by noon on Wednesday,
March 17, 1999 should contact the FCC National Call Center at (888) CALL-FCC ((888) 225-5322, press option #2 at the prompt).  Receipt of both registration mailings is critical to
participating in the auction, and each applicant is responsible for ensuring that it has received all
of the registration material.

       Qualified bidders should note that lost login codes, passwords or bidder
identification numbers can be replaced only by appearing in person at the FCC Auction
Headquarters located at 2 Massachusetts Avenue, N.E., Washington, D.C. 20002.  Only an
authorized representative or certifying official, as designated on an applicant's FCC Form
175, may appear in person with two forms of identification (one of which must be a photo
identification) in order to receive replacement codes.

E.  Remote Electronic Bidding Software

       Qualified bidders must purchase remote electronic bidding software for $175.00 by
March 9, 1999.  (Auction software is tailored to a specific auction, so software from prior
auctions will not work for Auction No. 22.)  A software order form is included in the Bidder
Information Package.

F.  Auction Seminar

       On February 3, 1999, the FCC will sponsor a seminar for Auction No. 22 at the Park
Hyatt Washington, 1201 24th Street, N.W., Washington, D.C.  20037, (202) 789-1234.  The
seminar will provide attendees with information about pre-auction procedures, conduct of the
auction, FCC remote bidding software, and the C, D, E, and F broadband PCS blocks and auction
rules.

       To register, complete the registration form to be included in the upcoming Bidder
Information Package.  The registration form will include details about the time and location of the
seminar.  Registrations are accepted on a first-come, first-served basis.  

G.  Mock Auction

       All applicants whose FCC Form 175 has been accepted for filing will be eligible to
participate in a mock auction beginning March 18, 1999.  The mock auction will enable
applicants to become familiar with the electronic software prior to the auction.  Free
demonstration software will be available for use in the mock auction.  Participation by all bidders
is strongly recommended.  Details will be announced by public notice.


                       4.  AUCTION EVENT

       The first round of the auction will begin on March 23, 1999.  The initial round schedule
will be announced in a Public Notice listing the qualified bidders, to be released approximately 10
days before the start of the auction.


A.  Auction Structure

       (1)  Simultaneous Multiple Round Auction

       The Bureau proposed in Procedural Public Notice I and II, to award all licenses in
Auction No. 22 in a single, simultaneous multiple-round auction.  Omnipoint supports the
Bureau's proposal, and no commenter opposes it.  The Bureau, therefore, adopts a simultaneous
multiple-round design for Auction No. 22.

       (2)  Maximum Eligibility and Activity Rules

       In Procedural Public Notice I and II, the Bureau proposed that the amount of the upfront
payment submitted by a bidder would determine the initial maximum eligibility (as measured in
bidding units) for each bidder.  We received no comments on this issue.

       For Auction No. 22, we will adopt this proposal.  The amount of the upfront payment
submitted by a bidder determines the initial maximum eligibility (in bidding units) for each bidder. 
Note again that upfront payments are not attributed to specific licenses, but instead will be
translated into bidding units to define a bidder's initial maximum eligibility.  The total upfront
payment defines the maximum number of bidding units on which the applicant will initially be
permitted to bid.  (As stated, "former defaulters" must pay a fifty percent higher upfront payment
amount.  See Part 3.C.(3).)  There is no provision for increasing a bidder's maximum eligibility
during the course of an auction, as described under "Auction Stages" as set forth in Part 4.A.(4).

       In order to ensure that the auction closes within a reasonable period of time, an activity
rule requires bidders to bid actively throughout the auction, rather than wait until the end before
participating.  Bidders are required to be active on a specific percentage of their maximum
eligibility during each round of the auction.

       A bidder is considered active on a license in the current round if it is either the high bidder
at the end of the previous bidding round and does not withdraw the high bid in the current round,
or if it submits an acceptable bid in the current round (see "Minimum Accepted Bids" in Part
4.B.(3), infra).  A bidder's activity level in a round is the sum of the bidding units associated with
licenses on which the bidder is active.  The minimum required activity level is expressed as a
percentage of the bidder's maximum bidding eligibility, and increases as the auction progresses. 
Because these procedures have proven successful in maintaining the pace of previous auctions as
set forth under "Auction Stages" in Part 4.A.(4) and "Stage Transitions" in Part 4.A.(5), infra, we
adopt them for Auction No. 22.
    
       (3)  Activity Rule Waivers and Reducing Eligibility

       In Procedural Public Notice I and II, we proposed that each bidder in the auction would
be provided five activity rule waivers that may be used in any round during the course of the
auction.    

       Based upon our experience in previous auctions, we adopt our proposal.  Each bidder will
be provided five activity rule waivers that may be used in any round during the course of the
auction.  Use of an activity rule waiver preserves the bidder's current bidding eligibility despite the
bidder's activity in the current round being below the required minimum level.  An activity rule
waiver applies to an entire round of bidding and not to a particular license.

       The FCC auction system assumes that bidders with insufficient activity would prefer to
use an activity rule waiver (if available) rather than lose bidding eligibility.  Therefore, the system
will automatically apply a waiver (known as an "automatic waiver") at the end of any round where
a bidder's activity level is below the minimum required unless:  (1) there are no activity rule
waivers available; or (2) the bidder overrides the automatic application of a waiver by reducing
eligibility, thereby meeting the minimum requirements.

       A bidder with insufficient activity that wants to reduce its bidding eligibility rather than use
an activity rule waiver must affirmatively override the automatic waiver mechanism during the
round by using the reduce eligibility function in the software.  In this case, the bidder's eligibility is
permanently reduced to bring the bidder into compliance with the activity rules as described in
"Auction Stages" (see Part 4.A.(4) discussion below).  Once eligibility has been reduced, a bidder
will not be permitted to regain its lost bidding eligibility.

       Finally, a bidder may proactively use an activity rule waiver as a means to keep the auction
open without placing a bid.  If a bidder submits a proactive waiver (using the proactive waiver
function in the bidding software) during a round in which no bids are submitted, the auction will
remain open and the bidder's eligibility will be preserved.  An automatic waiver invoked in a round
in which there are no new valid bids or withdrawals will not keep the auction open.  

       (4)  Auction Stages

       In Procedural Public Notice I and II, we proposed to conduct the auction in stages and to
employ an activity rule.  We further proposed that, in each round of Stage One, a bidder desiring
to maintain its current eligibility would be required to be active on licenses encompassing at least
80 percent of its current bidding eligibility.  In each round of Stage Two, a bidder desiring to
maintain its current eligibility would be required to be active on at least 90 percent of its current
bidding eligibility.  Finally, we proposed that a bidder in Stage Three, in order to maintain
eligibility, would be required to be active on 98 percent of its current bidding eligibility.  We
received no comment on these proposals.

       We adopt our proposal to conduct Auction No. 22 in three stages, which are each defined
by an increasing activity rule, as set forth immediately below.  The FCC reserves the discretion to
further alter the activity percentages before and/or during the auction.

       Stage One:  In each round of the first stage of the auction, a bidder desiring to maintain
its current eligibility is required to be active on licenses encompassing at least 80 percent of its
current bidding eligibility.  Failure to maintain the requisite activity level will result in a reduction
in the bidder's bidding eligibility in the next round of bidding (unless an activity rule waiver is
used).  During Stage One, reduced eligibility for the next round will be calculated by multiplying
the current round activity by five-fourths (5/4).

       Stage Two:  In each round of the second stage, a bidder desiring to maintain its current
eligibility is required to be active on 90 percent of its current bidding eligibility.  During Stage
Two, reduced eligibility for the next round will be calculated by multiplying the current round
activity by ten-ninths (10/9).

       Stage Three:  In each round of the third stage, a bidder desiring to maintain its current
eligibility is required to be active on 98 percent of its current bidding eligibility.  In this final stage,
reduced eligibility for the next round will be calculated by multiplying the current round activity
by fifty-fortyninths (50/49).

       CAUTION:  Since activity requirements increase in each auction stage, bidders must
       carefully check their current activity during the bidding period of the first round following
       a stage transition.  This is especially critical for bidders that have standing high bids and do
       not plan to submit new bids.  In past auctions, some bidders have inadvertently lost
       bidding eligibility or used an activity rule waiver because they did not reverify their activity
       status at stage transitions.  Bidders may check their activity against the required minimum
       activity level by using the bidding software's bidding module.

       Because the foregoing procedures have proven successful in maintaining proper pace in
previous auctions, we adopt them for Auction No. 22.

       (5)  Stage Transitions

       In Procedural Public Notice I and II, we proposed that the auction would advance to the
next stage (i.e., from Stage One to Stage Two, and from Stage Two to Stage Three) when, in
each of three consecutive rounds of bidding, the high bid has increased on less than 10 percent of
the licenses being auctioned (as measured in bidding units).  However, we further proposed that
the Bureau would retain the discretion to accelerate the auction by announcement.  This
determination, we proposed, would be based on a variety of measures of bidder activity,
including, but not limited to, the auction activity level, the percentages of licenses (as measured in
bidding units) on which there are new bids, the number of new bids, and the percentage increase
in revenue.  There were no comments on this proposal.

       We adopt our proposal.  Auction No. 22 will generally advance to the next stage when, in
each of three consecutive rounds of bidding, the high bid has increased on less than 10 percent of
the licenses being auctioned (as measured in bidding units).  Thus, the auction will start in Stage
One.  Under the FCC's general guidelines it will advance to the next stage (i.e., from Stage One to
Stage Two, and from Stage Two to Stage Three) when, in each of three consecutive rounds of
bidding, the high bid has increased on 10 percent or less of the licenses being auctioned (as
measured in bidding units).  However, the Bureau will retain the discretion to regulate the pace of
the auction by announcement.  This determination will be based on a variety of measures of bidder
activity, including, but not limited to, the auction activity level, the percentages of licenses (as
measured in bidding units) on which there are new bids, the number of new bids, and the
percentage increase in revenue.  We believe that these stage transition rules, having proven
successful in prior auctions, are appropriate for use in Auction No. 22.

       (6)  Auction Stopping Rules

       In Procedural Public Notice I and II, we proposed to employ a simultaneous stopping
approach, meaning that all licenses would remain open until the first round in which no new
acceptable bids, proactive waivers, or withdrawals are received.  After the first such round,
bidding closes simultaneously on all licenses.  Thus, unless circumstances dictate otherwise,
bidding would remain open on all licenses until bidding stops on every license.  In addition, we
sought comment on another stopping rule procedure.  Under this stopping rule approach, we
would close the auction for all licenses after the first round in which no bidder submits a proactive
waiver, a withdrawal, or a new bid on any license on which it is not the standing high bidder. 
Thus, absent any other bidding activity, a bidder placing a new bid on a license for which it is the
standing high bidder would not keep the auction open under this modified stopping rule.  The
Bureau further sought comment on whether this stopping rule should be used unilaterally or only
in stage three of the auction.

       We also proposed to retain the discretion to keep the auction open, even if no new
acceptable bids or proactive waivers are submitted and no previous high bids are withdrawn. 
Finally, we proposed that the Bureau reserve the right to declare that the auction will end after a
specified number of additional rounds ("special stopping rule").  If the Bureau invokes this special
stopping rule, it will accept bids in the final round(s) only for licenses on which the high bid
increased in at least one of the preceding specified number of rounds.  We proposed to exercise
this option only in circumstances such as where the auction is proceeding very slowly, where there
is minimal overall bidding activity or where it appears likely that the auction will not close within a
reasonable period of time.

       Two commenters discussed the stopping rule.  DiGiPH supports our proposal to
implement a modified simultaneous stopping rule.  According to DiGiPH, it is likely that the only
reason a bidder would increase its own standing high bids, absent any other bidding activity,
would be to prevent the auction from closing and the triggering of certain post-auction deadlines. 
DiGiPH believes that the modified simultaneous stopping rule would greatly reduce the likelihood
of this sort of activity.  RTG supports the proposed adoption of a special stopping rule, stating
that it could save auction participants from needlessly expending costly resources.  RTG also
agrees that in many instances it would make sense "for the Bureau to take certain steps intended
to increase the pace of the auction prior to invoking the special stopping rule."  RTG suggests
that it would serve the public interest for the Bureau to request bidder input during the auction on
possible invocation of the special stopping rule.

       Barring extraordinary circumstances, bidding will remain open on all licenses until bidding
stops on every license.  Thus, the auction will close for all licenses when one round passes during
which no bidder submits a new acceptable bid on any license, applies a proactive waiver, or
withdraws a previous high bid.  In addition, however, the Bureau retains the discretion to close
the auction for all licenses after the first round in which no bidder submits a proactive waiver, a
withdrawal, or a new bid on any license on which it is not the standing high bidder.  Thus, absent
any other bidding activity, a bidder placing a new bid on a license for which it is the standing high
bidder would not keep the auction open under this stopping rule procedure.  We will notify
bidders in advance of implementing any change to our simultaneous stopping rule.

       The Bureau retains the discretion, however, to keep an auction open even if no new
acceptable bids or proactive waivers are submitted, and no previous high bids are withdrawn.  In
this event, the effect will be the same as if a bidder had submitted a proactive waiver.  Thus, the
activity rule will apply as usual, and a bidder with insufficient activity will either lose bidding
eligibility or use an activity rule waiver (if it has any left).

       Further, in its discretion, the Bureau reserves the right to declare that the auction will end
after a specified number of additional rounds ("special stopping rule").  If the FCC invokes this
special stopping rule, it will accept bids in the final round(s) only for licenses on which the high
bid increased in at least one of the preceding specified number of rounds.  The FCC intends to
exercise this option only in extreme circumstances, such as where the auction is proceeding very
slowly, where there is minimal overall bidding activity, or where it appears likely that the auction
will not close within a reasonable period of time.  Before exercising this option, the FCC is likely
to attempt to increase the pace of the auction by, for example, moving the auction into the next
stage (where bidders would be required to maintain a higher level of bidding activity), increasing
the number of bidding rounds per day, and/or increasing the amount of the minimum bid
increments for the limited number of licenses where there is still a high level of bidding activity. 
Given the extreme circumstances under which the Bureau intends to invoke the special stopping
rule, the Bureau has decided not to adopt RTG's suggestion that we routinely request bidder input
prior to such invocation.  However, we remind bidders that they are free to make their views
known to the Bureau throughout the auction and that the Suggestion Box in the Automated
Auction System affords them one possible avenue of communication.

       (7)  Auction Delay, Suspension, or Cancellation

       In Procedural Public Notice I and II, we proposed that, by public notice or by
announcement during the auction, the Bureau may delay, suspend, or cancel the auction in the
event of natural disaster, technical obstacle, evidence of an auction security breach, unlawful
bidding activity, administrative or weather necessity, or for any other reason that affects the fair
and competitive conduct of competitive bidding.  DiGiPH filed the only comment regarding this
proposal, suggesting that if it becomes necessary to re-start the auction for breaches of auction
security or other anti-competitive reasons, the Commission should initiate a brief comment cycle
to determine an appropriate method of re-starting the auction.  DiGiPH further states that, where
anti-competitive conduct is concerned, it would be useful for the Commission to gather
information from auction participants in order to measure the impact of such conduct and to
determine how to re-start the auction.

       Because the auction cancellation rules we proposed have proven effective in resolving
exigent circumstances in previous auctions, we will adopt them for Auction No. 22.  By public
notice or by announcement during the auction, the Bureau may delay, suspend, or cancel the
auction in the event of natural disaster, technical obstacle, evidence of an auction security breach,
unlawful bidding activity, administrative or weather necessity, or for any other reason that affects
the fair and competitive conduct of competitive bidding.  In such cases, the Bureau, in its sole
discretion, may elect to: resume the auction starting from the beginning of the current round;
resume the auction starting from some previous round; or cancel the auction in its entirety. 
Network interruption may cause the Bureau to delay or suspend the auction.  We emphasize that
exercise of this authority is solely within the discretion of the Bureau, and its use is not intended
to be a substitute for situations in which bidders may wish to apply their activity rule waivers.

       We believe that DiGiPH's suggestion that we seek comment prior to restarting the auction
would unduly restrict the Bureau's discretion and flexibility in conducting the auction, and we
decline to adopt it.  We will, however, provide bidders with reasonable notice either by public
notice or by announcement over the Automated Auction System prior to recommencing the
auction.  As stated, bidders may make their views known to the Bureau throughout the auction
and, if they choose, may use the Suggestion Box in the Automated Auction System for such
communication.

B.  Bidding Procedures

       (1)  Round Structure

       The initial bidding schedule will be announced by public notice at least one week before
the start of the auction, and will be included in the registration mailings.  The round structure for
each bidding round contains a single bidding round followed by the release of the round results.  
       
         The FCC has discretion to change the bidding schedule in order to foster an auction pace
that reasonably balances speed with the bidders' need to study round results and adjust their
bidding strategies.  The FCC may increase or decrease the amount of time for the bidding rounds
and review periods, or the number of rounds per day, depending upon the bidding activity level
and other factors.

       (2)  Reserve Price or Minimum Opening Bid

       In Procedural Public Notice I, the Bureau proposed to establish as the minimum opening
bid for each 15 MHz C block license available in Auction No. 22 an amount equal to five percent
of the most recent net high bid for the corresponding 30 MHz license, but in no event lower than
the upfront payment amount for that license in Auction No. 22.  For 15 MHz licenses with
minimum opening bids that would otherwise be lower than upfront payment amounts, the Bureau
proposed to establish minimum opening bids that equal the upfront payment amounts.  The
Bureau stated that for each 30 MHz license available in Auction No. 22, the Bureau plans to
establish a minimum opening bid equal to ten percent of the most recent corresponding net high
bid for the license, but in no event lower than the upfront payment amount for that license in
Auction No. 22.  For 30 MHz C block licenses with minimum opening bids that would otherwise
be lower than upfront payment amounts, the Bureau said that it plans to establish minimum
opening bids that equal the upfront payment amounts.

       In Procedural Public Notice II, the Bureau proposed to establish as the minimum opening
bid for each D, E, and F block license for which there was a winning bidder in Auction No. 11 an
amount equal to ten percent of the corresponding net high bid for the market in Auction No. 11,
but in no event lower than the upfront payment for that license in Auction No. 22.  For each D,
E, and F block license for which there was no winning bidder in Auction No. 11, the Bureau
proposed to establish as the minimum opening bid an amount equal to 3.33 percent of the most
recent net high bid for the C block license in the same BTA, but in no event lower than the
upfront payment amount for that license in Auction No. 22.  Thus, for licenses with minimum
opening bids that otherwise would be lower than upfront payment amounts, the Bureau proposed
to establish minimum opening bids that equal the upfront payment amounts.

       Both Americana and Omnipoint contend that the Bureau's planned minimum opening bids
for C block licenses should be reduced.  Americana argues that the planned minimum opening
bids are artificially high because they are premised on inflated high bids from the original C block
auction and points to bankruptcies "of major C block players" in support of its argument.  It
reasons that market conditions will be worse for C block applicants in Auction No. 22 than they
were for applicants in Auction No. 5, because of the lack of installment payment financing, a
public perception of a "spectrum glut," and an aggressively competitive market.  As a result, high
minimum opening bids will decrease participation by C block bidders in Auction No. 22 and may
result in no bidders for certain markets.  Americana proposes that the Bureau set the minimum
opening bid for C block licenses at half of each market's proposed upfront payment, i.e., $0.03 per
MHz per pop, rounded to the nearest dollar.

       Omnipoint argues similarly that higher minimum opening prices would significantly
interfere with an efficient market outcome for the auction.  The danger, according to Omnipoint,
is that the minimum opening bids for "core markets" might be so high that they will go unbid. 
Omnipoint discusses several factors that indicate the minimum opening bids should be relatively
moderate, including current market competition, the lack of installment payment financing, and
the bankruptcies of certain prior winning C block bidders.  Omnipoint mentions lower minimum
opening bid schedules in other Commission auctions and suggests that the Bureau substitute a
minimum opening bid for Auction No. 22 that does not exceed $0.02 per MHz per pop, which is
the same minimum opening bid set by the Bureau for the Commission's Specialized Mobile Radio
Service (SMR) auction.

       We will adopt minimum opening bids for each of the licenses in Auction No. 22 that are
reducible at the discretion of the Bureau.  Congress has enacted a presumption that unless the
Commission determines otherwise, minimum opening bids or reserve prices are in the public
interest.  Based on our experience in using minimum opening bids in several auctions, including
the 800 MHz SMR and Local Multipoint Distribution Service ("LMDS") auctions, we believe
that minimum opening bids speed the course of the auction and ensure that valuable assets are not
sold for nominal prices, without unduly interfering with the efficient assignment of licenses.

       In establishing the minimum opening bids, we strive to balance the dual objectives of
encouraging wide participation in the auction and preventing unreasonably low bids.  We believe
that we can best accomplish this goal for the upcoming PCS auction by altering the minimum
opening bid formulae for C, D, E, and F block licenses set forth in Procedural Public Notices I 
and II, to yield lower minimum bids.  This alteration will, for the most part, halve the minimum
opening bids for Auction No. 22.  The concerns of the commenters have led us to reassess the
balance we proposed to strike between maximizing auction participation and preventing
unreasonably low bids.  While we now believe that the proposed minimum opening bids run too
great a risk of precluding bona fide auction participation, the alternative minimum opening bid
formulae suggested by the commenters will provide an insufficient safeguard against unreasonably
low bids.  Drawing on our experience in conducting spectrum auctions and our expertise in
assessing the dynamics of the bidding process, we conclude that the approach adopted here will
yield greater auction participation than our original proposal, without compromising the
reasonableness of the bids ultimately tendered.

       In addition to reducing the required level of the minimum opening bids, we are also
simplifying the formulae for calculating those bids.  Because all four spectrum blocks are being
auctioned at the same time, under the same general conditions, we believe that it is appropriate --
and less complicated -- to use a common baseline to establish the minimum opening bid formulae
for all of the licenses in the auction.  The net high bids from prior C block auctions provide the
most comprehensive broadband PCS baseline.  We, therefore, have decided to base the minimum
opening bids for each license available in Auction No. 22, including D, E, and F block licenses, on
the most recent net high bid for the C block license in the same BTA.

       We adopt the following revised formulae for calculating minimum opening bids:

(1) 30 MHz licenses        5 % of most recent net high bid for C block licenses in same BTA

(2) 15 MHz licenses        2.5 % of most recent net high bid for C block licenses in same BTA

(3) 10 MHz licenses        1.6 % of most recent net high bid for C block licenses in same BTA

These formulae will apply without regard to the upfront payment amount required for the same
license in Auction No. 22.  This change will ensure that minimum opening bids for all licenses will
be significantly reduced.

       The specific minimum opening bid for each license available in Auction No. 22 is set
forth in Attachment A herein.  We conclude that these revised minimum opening bids best meet
the objectives of our auction authority in establishing reasonable minimum opening bids.  We have
noted in the past that the reserve price and minimum opening bid provision is not a requirement to
maximize auction revenue but rather a protection against assigning licenses at unacceptably low
prices and that we must balance the revenue raising objective against our other public interest
objectives in setting the minimum bid level.

     We find that these minimum opening bids will speed the course of the auction and ensure
that valuable assets are not sold for nominal prices without unduly interfering with the efficient
assignment of licenses.  Minimum opening bids are reducible at the discretion of the Bureau. 
This discretion will allow the Bureau flexibility to adjust the minimum opening bids if
circumstances warrant.  We emphasize, however, that such discretion will be exercised, if at all,
sparingly and early in the auction, i.e., before bidders lose all waivers and begin to lose substantial
eligibility.  During the course of the auction, the Bureau will not entertain any bidder requests to
reduce the minimum opening bid on specific licenses.

     (3)  Minimum Accepted Bids

     In Procedural Public Notice I and II, we proposed to use an exponential smoothing
methodology to calculate minimum bid increments.  This methodology would be designed to
vary the increment for a given license between a maximum and minimum value, referred to as the
bid increment ceiling and floor, based on the bidding activity on that license.  A similar
methodology was used in previous auctions, including the original LMDS auction and the 220
MHz auction.  The Bureau proposed initial values for the ceiling of 0.2 or 20 percent of the
license value, and a floor of 0.1 or 10 percent of the license value.

     The Bureau noted that it retains the discretion to change these values if circumstances so
dictate, such as raising the bid increment floor toward the end of the auction to enable bids to
reach their final values more quickly.  The Bureau stated that it would do so by announcement in
the Automated Auction System.  The Bureau sought comment on the advantages and
disadvantages of using the discretion to adjust the bid increment floor without prior notice, as
well as on the advantages and disadvantages of, as an alternative approach, adjusting the bid
increment floor gradually over a number of rounds as opposed to single large changes in the bid
increment floor.  The Bureau further noted that it retains the discretion to use alternate
methodologies for Auction No. 22 if circumstances warrant.

     Both DiGiPH and Omnipoint would like the Bureau to alter its proposal.  DiGiPH points
out that the Bureau has not specified when bidders would be notified of new minimum bid
increments and whether bid increments would vary round by round, contending that such notice is
needed.  DiGiPH recommends that the Commission maintain a uniform 10 percent minimum bid
increment throughout the auction.  Omnipoint opposes use of a smoothing methodology that
varies bid increments based on the number of bids for a given license in prior rounds, saying that
such a technique creates artificial disparities in minimum acceptable bids from one round to the
next for comparably priced licenses and destabilizes the auction.  Omnipoint suggests that the
Bureau instead use as a minimum bid increment for a given license the lesser of five percent of the
standing high bid or $0.0033 per MHz per pop.  If, however, the Bureau decides to use a
smoothing mechanism in Auction No. 22, Omnipoint suggests that the maximum adjustment
should be 10 percent of the license value and the minimum adjustment five percent.  Omnipoint
recommends that the Bureau change the adjustment value of the minimum acceptable bid only
after prior notice of at least one "auction day" and only gradually.  It questions the planned
retention by Bureau of discretion to raise adjustment values at the end of the auction to enable
bids to reach their final values more quickly.

     We are not persuaded that following the suggestions of DiGiPH or Omnipoint would
improve the fairness and efficiency of the auction.  The exponential smoothing methodology we
proposed was effective in the original LMDS auction, the 800 MHz SMR auction, and the 220
MHz auction; and establishing initial values at a maximum of 20 percent of the license value and a
minimum of 10 percent of the license value worked well in our recent VHF Public Coast auction. 
In response to DiGiPH's comment about receiving notification of new minimum bid increments,
we note that we always provide bidders with advance notice of a new bid increment floor over the
Automated Auction System.  It is impossible to predict how much notice we can provide,
however; because changes in the bid increment floor are based upon bidder activity, which cannot
be known in advance.  With regard to Omnipoint's concern that the Bureau retains discretion to
raise the minimum bid increment toward the end of the auction, we note that at the end of an
auction, as at any other point in the auction, the Bureau needs the flexibility to ensure that the
auction proceeds at a reasonable pace.

     Accordingly, we adopt our proposals regarding minimum accepted bids for Auction No.
22.  Once there is a standing high bid on a license, a bid increment will be applied to that license
to establish a minimum acceptable bid for the following round.  For Auction No. 22, we will
utilize, as described in the Bidder Information Package, an exponential smoothing methodology to
calculate minimum bid increments.  The Bureau retains the discretion to change the minimum bid
increment if it determines that circumstances so dictate.

     (4)  High Bids

     Each bid will be date- and time-stamped when it is entered into the FCC computer system. 
In the event of tie bids, the Commission will identify the high bidder on the basis of the order in
which bids are received by the Commission, starting with the earliest bid.  The bidding software
allows bidders to make multiple submissions in a round.  As each bid is individually date and time-stamped according to when it was submitted, bids submitted by a bidder earlier in a round will
have an earlier date- and time-stamp than bids submitted later in a round.

     (5)  Bidding

     During a bidding round, a bidder may submit bids for as many licenses for which it is
eligible, as well as withdraw high bids from previous bidding rounds, remove bids placed in the
same bidding round, or permanently reduce eligibility.  Bidders also have the option of making
multiple submissions and withdrawals in each bidding round.  If a bidder submits multiple bids for
a single license in the same round, the system takes the last bid entered as that bidder's bid for the
round, and the date- and time-stamp of that bid reflect the latest time the bid was submitted.  

     Please note that all bidding will take place either through the automated bidding software
or by telephonic bidding.  (Telephonic bid assistants are required to use a script when handling
bids placed by telephone.  Telephonic bidders are therefore reminded to allow sufficient time to
bid, by placing their calls well in advance of the close of a round, because four to five minutes are
necessary to complete a bid submission.)  There will be no on-site bidding during Auction No. 22.

     A bidder's ability to bid on specific licenses in the first round of the auction is determined
by two factors:  (1) the licenses applied for on FCC Form 175; and (2) the upfront payment
amount deposited.  The bid submission screens will be tailored for each bidder to include only
those licenses for which the bidder applied on its FCC Form 175.  A bidder also has the option to
further tailor its bid submission screens to call up specified groups of licenses.

     The bidding software requires each bidder to login to the FCC auction system during the
bidding round using the FCC account number, bidder identification number, and the confidential
security codes provided in the registration materials.  Bidders are strongly encouraged to
download and print bid confirmations after they submit their bids.

     The bid entry screen of the Automated Auction System software for Auction No. 22
allows bidders to place multiple increment bids which will let bidders increase high bids from one
to nine bid increments.  A single bid increment is defined as the difference between the standing
high bid and the minimum acceptable bid for a license.  

     To place a bid on a license, the bidder must enter a whole number between 1 and 9 in the
bid increment multiplier (Bid Mult) field.  This value will determine the amount of the bid
(Amount Bid) by multiplying the bid increment multiplier by the bid increment and adding the
result to the high bid amount according to the following formula:

       Amount Bid  =  High Bid + (Bid Mult * Bid Increment)
Thus, bidders may place a bid that exceeds the standing high bid by between one and nine times
the bid increment.  For example, to bid the minimum acceptable bid, which is equal to one bid
increment, a bidder will enter "1" in the bid increment multiplier column and press submit.

     For any license on which the FCC is designated as the high bidder (i.e., a license that has
not yet received a bid in the auction or where the high bid was withdrawn and a new bid has not
yet been placed), bidders will be limited to bidding only the minimum acceptable bid.  In both of
these cases no increment exists for the licenses, and bidders should enter "1" in the Bid Mult field. 
Note that any whole number between 1 and 9 entered in the multiplier column will result in a bid
value at the minimum acceptable bid amount.

     (6)  Bid Removal and Bid Withdrawal

     In Procedural Public Notice I and II, we proposed bid removal and bid withdrawal rules. 
With respect to bid withdrawals, we proposed limiting each bidder to withdrawals in no more than
two rounds during the course of the auction.  The two rounds in which withdrawals are utilized,
we proposed, would be at the bidder's discretion.  We received no comments on this proposal. 

     a.  Procedures

     Before the close of a bidding round, a bidder has the option of removing any bids placed in
that round.  By using the "remove bid" function in the software, a bidder may effectively
"unsubmit" any bid placed within that round.  A bidder removing a bid placed in the same round is
not subject to withdrawal payments.  Removing a bid will affect a bidder's activity for the round in
which it is removed.  As stated, we received no comments regarding these procedures.  We
believe that they will enhance bidder flexibility and that they may serve to expedite the course of
the auction.  Therefore, we will adopt these procedures for Auction No. 22.

     Once a round closes, a bidder may no longer remove a bid.  However, in the next round, a
bidder may withdraw standing high bids from previous rounds using the "withdraw bid" function
(assuming that the bidder has not exhausted its withdrawal allowance).  A high bidder that
withdraws its standing high bid from a previous round is subject to the bid withdrawal payments
specified in 47 C.F.R.  1.2104(g) and 1.2109.  The procedure for withdrawing a bid and
receiving a withdrawal confirmation is essentially the same as the bidding procedure described in
"High Bids," Part 4.B.(4).

     The Bureau will limit the number of rounds in which bidders may place withdrawals to
two rounds.  These rounds will be at the bidder's discretion and there will be no limit on the
number of bids that may be withdrawn in either of these rounds.  Withdrawals will still be subject
to the bid withdrawal payments specified in 47 C.F.R.  1.2104(g) and 1.2109.

     If a high bid is withdrawn, the license will be offered in the next round at the second
highest bid price, which may be less than, or equal to, in the case of tie bids, the amount of the
withdrawn bid, without any bid increment.  The FCC will serve as a "place holder" on the license
until a new acceptable bid is submitted on that license. 

     b.  Calculation

     Generally, a bidder that withdraws a standing high bid during the course of an auction will
be subject to a payment equal to the lower of:  (1) the difference between the net withdrawn bid
and the subsequent net winning bid; or (2) the difference between the gross withdrawn bid and the
subsequent gross winning bid for that license.  See 47 C.F.R.  1.2104(g) and 1.2109.  No
withdrawal payment will be assessed if a subsequent bid exceeds the withdrawn bid.

     (7)  Round Results

     The bids placed during a round are not published until the conclusion of that bidding
period.  After a round closes, the FCC will compile reports of all bids placed, bids withdrawn,
current high bids, new minimum accepted bids, and bidder eligibility status (bidding eligibility and
activity rule waivers), and post the reports for public access. 

     Reports reflecting bidders' identities and bidder identification numbers for Auction No. 22
will be available before and during the auction.  Thus, bidders will know in advance of this auction
the identities of the bidders against which they are bidding.

     (8)  Auction Announcements

     The FCC will use auction announcements to announce items such as schedule changes and
stage transitions.  All FCC auction announcements will be available on the FCC remote electronic
bidding system, as well as the Internet and the FCC Bulletin Board System.

     (9)  Other Matters

     As noted in Part 3.B., supra, after the short-form filing deadline, applicants may make
only minor changes to their FCC Form 175 applications.  For example, permissible minor changes
include deletion and addition of authorized bidders (to a maximum of three) and revision of
exhibits.  Filers should make these changes on-line, and submit a letter to Amy Zoslov, Chief,
Auctions and Industry Analysis Division, Wireless Telecommunications Bureau, Federal
Communications Commission, 2025 M Street, N.W., Room 5202, Washington, D.C. 20554 (and
mail a separate copy to Audrey Bashkin, Auctions and Industry Analysis Division), briefly
summarizing the changes.  Questions about other changes should be directed to Audrey Bashkin
of the FCC Auctions and Industry Analysis Division at (202) 418-0660.
                                                   5.  POST-AUCTION PROCEDURES
A.  Down Payments and Withdrawn Bid Payments

     After bidding has ended, the Commission will issue a public notice declaring the auction
closed, identifying the winning bids and bidders for each license, and listing withdrawn bid
payments due.

     Within ten business days after release of the auction closing notice, each winning bidder
must submit sufficient funds (in addition to its upfront payment) to bring its total amount of
money on deposit with the Government to 20 percent of its net winning bids (actual bids less any
applicable bidding credits).  See 47 C.F.R.  1.2107(b).  In addition, by the same deadline all
bidders must pay any withdrawn bid amounts due under 47 C.F.R.  1.2104(g), as discussed in
"Bid Removal and Bid Withdrawal," Part 4.B.(6).  (Upfront payments are applied first to satisfy
any withdrawn bid liability, before being applied toward down payments.)

B.  Long-Form Application 

     Within ten business days after release of the auction closing notice, winning bidders must
submit a properly completed long-form application and required exhibits for each license won
through Auction No. 22.  Winning bidders for C or F block licenses that are small businesses or
very small businesses (or consortia of small businesses or very small businesses) must include an
exhibit demonstrating their eligibility for bidding credits.  See 47 C.F.R.  1.2112(b).  Further
filing instructions will be provided to auction winners at the close of the auction.

C.  Default and Disqualification

     Any high bidder that defaults or is disqualified after the close of the auction (i.e., fails to
remit the required down payment within the prescribed period of time, fails to submit a timely
long-form application, fails to make full payment, or is otherwise disqualified) will be subject to
the payments described in 47 C.F.R.  1.2104(g)(2).  In such event the Commission may re-auction the license or offer it to the next highest bidders (in descending order) at their final bids. 
See 47 C.F.R.  1.2109(b) and (c).  In addition, if a default or disqualification involves gross
misconduct, misrepresentation, or bad faith by an applicant, the Commission may declare the
applicant and its principals ineligible to bid in future auctions, and may take any other action that
it deems necessary, including institution of proceedings to revoke any existing licenses held by the
applicant.  See 47 C.F.R.  1.2109(d).

D.  Refund of Remaining Upfront Payment Balance

     All applicants that submitted upfront payments for a license in Auction No. 22 may be
entitled to a refund of their remaining upfront payment balance after the conclusion of the auction. 
No refund will be made unless there are excess funds on deposit from that applicant after any
applicable bid withdrawal payments have been paid.

     Bidders that drop out of the auction completely may be eligible for a refund of their
upfront payments before the close of the auction.  However, bidders that reduce their eligibility
and remain in the auction are not eligible for partial refunds of upfront payments until the close of
the auction.  Qualified bidders that have exhausted all of their activity rule waivers, have no
remaining bidding eligibility, and have not withdrawn a high bid during the auction must submit a
written refund request which includes wire transfer instructions, a Taxpayer Identification Number
("TIN"), and a copy of their bidding eligibility screen print, to:

                Federal Communications Commission
                 Billings and Collections Branch
             Attn:  Regina Dorsey or Linwood Jenkins
                       445 12th Street, SW
                      Washington, DC  20024

     Bidders can also fax their request to the Billings and Collections Branch at (202) 418-2843.  Once the request has been approved, a refund will be sent to the address provided on the
FCC Form 159.

     NOTE:  Refund processing generally takes up to two weeks to complete.  Bidders
     with questions about refunds should contact Linwood Jenkins or Tim Dates at
     (202) 418-1995.





Media Contact:  Meribeth McCarrick at (202) 418-0654
Auctions and Industry Analysis Division:  Jeff Garretson, Operations; Bob Reagle, Auctions
Analysis; and Audrey Bashkin, Legal Branch, at (202) 418-0660
Commercial Wireless Division:  David Judelsohn at (202) 418-7240.

                             - FCC -

                           ATTACHMENT B                        
                   GUIDELINES FOR COMPLETION
                  OF FCC FORM 175 AND EXHIBITS
                                
                                                               
A.  FCC Form 175

Because of the significance of the FCC Form 175 application to the auction, bidders should
especially note the following: 

Items 2-5:  Give a street address (not a Post Office box number) for the applicant, suitable for
mail or private parcel delivery.  The FCC will send all registration materials and other written
communications to the applicant at this address.

Item 8:  Applicants must indicate their legal classification.  The FCC Form 175 requires the
applicant to classify itself as an individual, joint venture, partnership, trust, corporation,
consortium, association, limited liability company (LLC) or government entity.

Item 10:  Be advised that this is the sole opportunity applicants have to elect small business
status and bidding credit level (if applicable), and there is no opportunity to change the
election once the short-form filing deadline passes.  Applicants are also requested to indicate
their status as a rural telephone company, minority-owned business and/or women-owned
business, so that the FCC can monitor its performance in promoting economic opportunities
for these designated entities.

     þ    Applicants that are small or very small businesses, or consortia of small or very
          small businesses, should enter the applicable bidding credit in Item 10. 
          Applicants should be aware that this is the sole opportunity that they will have
          to elect the appropriate bidding credit.

Item 11 (License Selection):  Applicants should identify all licenses on which they want to be
eligible to bid in the auction.  Be advised that there is no opportunity to change this list once
the short-form filing deadline passes.  The FCC auction system will not accept bids on licenses
for which an applicant has not applied on its FCC Form 175.

Item 12:  Applicants must list the name(s) of the person(s) (no more than three) authorized to
represent them at the auction.  Only those individuals listed on the FCC Form 175 will be
authorized to place or withdraw bids for the applicant during the auction.  Note: Applicants
may only share a common authorized bidder(s) if each applicant has selected separate
markets.  See 47 C.F.R.  1.2105(c).

Certifications:  Applicants should carefully read the list of certifications on the FCC Form
175.  These certifications help to ensure a fair and competitive auction and require, among
other things, disclosure to the Commission of certain information on applicant ownership and
agreements or arrangements concerning the auction.  Submission of an FCC Form 175
application constitutes a representation by the certifying official that he or she is an authorized
representative of the applicant, has read the form's instructions and certifications, and that the
contents of the application and its attachments are true and correct.  Submission of a false
certification to the Commission may result in penalties, including monetary forfeitures, license
forfeitures, ineligibility to participate in future auctions, and/or criminal prosecution. 
Applicants should type the name of the certifying official in the Name of Person Certifying
block.

Contact person:  If the Commission wishes to communicate with the applicant by telephone
or fax, those communications will be directed to the contact person identified on the FCC
Form 175.  Space is provided for a telephone number, fax number, and e-mail address.  All
written communication and registration information will be directed to the applicant's contact
person at the address specified on the FCC Form 175.  Applicants must provide a street
address; no P.O. Box addresses may be used.

Completeness:  Applicants must submit all information required by the FCC Form 175 and by
applicable rules.  Failure to submit required information by the resubmission date will
result in dismissal of the application and inability to participate in the auction.  See 47
C.F.R.  1.2105(b).

NOTE: Applicants must press the "Submit Form 175" button on the "Submit" page to
successfully submit their FCC Form 175.

Continuing Accuracy:  Each applicant is responsible for the continuing accuracy and
completeness of information furnished in the FCC Form 175 and its exhibits.  See 47 C.F.R. 
1.65.  It is the FCC's position that during the conduct of an auction, thirty business days from
a reportable change is a reasonable period of time.  Applicants are reminded that Certification
6 on the FCC Form 175 includes consent to be audited.

B.  Exhibits and Attachments

In addition to the FCC Form 175 itself, applicants must submit additional information required
by the FCC's rules.  Although the FCC does not require a particular format for this
information, it has developed the following guidelines that will facilitate the processing of
short-form applications.  The FCC encourages applicants to submit this information using the
following format.

When electronically uploading attachments in the FCC Form 175 Submission, applicants may
use a variety of file formats including Word, Wordperfect, Adobe PDF, Excel, Lotus, and
ASCII text and should verify that the files contain all exhibit information. Graphics file uploads
(e.g., .bmp, .tiff, .jpg) are not supported, and graphics images should not be imported into
any word processing files that are uploaded.If  you find that an attachment has not converted properly to Adobe PDF format, take the
following steps:

  1. Re-upload the attachment.
  2. Simplify the formatting of the file. For example, if using a Table structure in a
  Wordperfect document, remove the Table structure and leave the contents of the table, and
  then re-upload.  

NOTE: Applicants should not list their TIN numbers on any Exhibits to their
      FCC Form 175s.

Exhibit A -- Applicant Identity and Ownership Information:  47 C.F.R.  1.2105(a)(2)(ii) 
requires each applicant to fully disclose the real party or parties-in-interest in an exhibit to its
FCC Form 175 application.  Each member of an applicant applying to bid as very small or
small business consortium must provide this information.  The following information is
required:

1. General Information

Applicant Status         Required Information

General Partnership      Name, citizenship, and address of all partners, and the share or                                                                                                               interest participation of each partner

   Limited Partnership      Name, citizenship, and address of each limited partner whose                    interest in the applicant is equal to or greater than 10 percent (as                 calculated according to the percentage of equity paid in and the  percentage of distribution of profits and losses)

Corporation         Corporate name and address; and name, title, and citizenship of                 a responsible officer or director

Limited Liability        Corporate name and address; and name, address, and citizenship
Corporation         of all members

Trust               Name, citizenship, and address of trustee

None of the above        Name, citizenship, title or other relation to the applicant, and                     address of a principal or other responsible person2.  Ownership Information

Applicant Status         Required Information

All applicants           Name, citizenship, and address of all attributable interests of the
                         applicant as defined in Section 24.709.

All applicants           Name, citizenship, and address of all parties holding 10                        percent or more of each class of stock, warrants, options                       or debt securities and the amount and percentage held

All applicants      Name of all parties holding a 10 percent or greater                        interest in the applicant and the specific amount held

All applicants      List of any FCC-licensed entity or applicant for an FCC                         license, in which   
                      a. the applicant; 
                      b. any party with a 10 percent or greater interest in the                                    applicant; or 
                      c.      an attributable interest (as defined in Section 24.709 of the
                      Commissions Rules) of the applicant owns a 10 percent or
                      greater interest or 10 percent or more of any class of stock,
                      warrants, options or debt securities.  This list must include a
                      description of each such entities' principal business and a
                      description of each such entities' relationship to the applicant.

                             Example of a.  The applicant owns 10 percent of Company A                            (an FCC-licensed entity or an applicant for an FCC license).                              The applicant must list Company A on its Form 175 Exhibit A      and provide the required information.

                    Example of b.  Company A owns 10 percent of the applicant                            and 10 percent of Company B (an FCC-licensed entity or an
                    applicant for an FCC license).  The applicant must list both                              Company A and Company B on its Form 175 Exhibit A and                                provide the required information.

                             Example of       c.  A owns 55% of the applicant and owns 10                               percent of Company B (an FCC-licensed entity or an applicant                              for an FCC license).  The applicant must list both A and         Company B on its Form 175 Exhibit A and provide the required information.

All applicants        List of a      ll parties holding indirect ownership interests in the                                    applicant as determined by successive m       ultiplication of the                                                                                            ownership percentages in each link of the vertical ownership chain, that equals 10 percent or more of the applicant, except  that if the ownership percentage for any link in the chain exceeds 50 percent or represents actual control, it shall be reported as if it were a 100 percent interest.

                             Example.              A owns 10% of Company B, which owns 60% of                                        Company C, which owns 25% of the applican      t.        Company                                           B      's interest       in the applicant would be 25% (the same as          Company C's interest since Company B's interest in Company C exceeds 50%), and A's interest in the applicant would be 2.5% (0.1 * 0.25).  Under the 10% attribution benchmark, Company B's interest in the applicant must be reported on the applicant's FCC Form 175 Exhibit A, while A's interest in the applicant need not be reported.  However, if A owned 40% of Company B in the above example, then A's interest in the applicant would be 10% (0.4 * 0.25), and the applicant would need to report it on the applicant's FCC Form 175 Exhibit A.
     
               
Exhibit B -- Agreements with Other Parties/Joint Bidding Arrangements:  Applicants must
attach an exhibit identifying all parties with which they have entered into any agreements,
arrangements or understandings which relate in any way to the licenses being auctioned,
including any relating to the post-auction market structure.  See 47 C.F.R.  1.2105(a)(2)(viii).

Be aware that pursuant to Certification (4) on the FCC Form 175, the applicant certifies that it
will not enter into any explicit or implicit agreements or understandings of any kind with parties
not identified in the application regarding bid amounts, bidding strategies, or the particular
licenses the applicant will or will not bid.  See 47 C.F.R.  1.2105(a)(2)(ix).  To prevent
collusion, the Commission's Rules generally prohibit communication among applicants for the
same license areas between the initial short-form applications filing deadline and the down
payment on licenses won, when such communications concern bids, bidding strategies, or
settlements.  47 C.F.R.  1.2105(c).

Exhibit C -- Status as a Very Small Business or Small Business:  Applicants claiming status
as a very small business or small business must attach an exhibit providing the following
information regarding this status.

Entity                Required Information

Applicant           Average gros      s revenues       for the preceding three years set forth                                  both separately (e.g., for each of the three prece      ding three years                                                                                     individually) and in the aggregate (for all of the preceding three years combined).  Certification that the average gross revenues for the preceding three years do not exceed the required limit, or providing average gross revenues for the 3-year period without providing the gross revenues for each of the preceding three years, is insufficient. 
     
Applicant's Affiliates
see 47 C.F.R.
 1.2110(b)(4)        same information required as discussed above


Applicant's 
Attributable Interests
see 47 C.F.R.  24.709   same information required as discussed above

                    Example.  The applicant had gross revenues of $500,000 in 1995,
                    $1,000,000 in 1996, and $3,000,000 in 1997, with average gross
                    revenues for that time period of $1,500,000.  The applicant owns
                    60% of Company A, making Company A an affiliate of the
                    applicant under Section 1.2110(b)(4)(i)(B), and Company B owns
                    52% of the applicant (making Company B an attributable interest
                    of the applicant under Section 24.709).  The applicant's Exhibit C
                    would look like this:

                    Applicant Name
                    
                    1995 gross revenues      $ 500,000
                    1996 gross revenues      $ 1,000,000                   
                    1997 gross revenues      $ 3,000,000    

                    Average gross revenues
                    for the preceding 3 years     $ 1,500,000

                    Company A (an affiliate of the applicant)

                    1995 gross revenues      $    enter amount
                    1996 gross revenues      $    enter amount
                    1997 gross revenues      $    enter amount

                    Average gross revenues
                    for the preceding 3 years     $    enter amount

                    Company B (has an attributable interest in the applicant)

                    1995 gross revenues      $    enter amount
                    1996 gross revenues      $    enter amount 
                    1997 gross revenues      $    enter amount  

                    Average gross revenues
                    for the preceding 3 years     $    enter amount  

                    TOTAL:    combined average gross revenues for the
                              preceding three years of the applicant, the
                              applicant's affiliates and their attributable
                              interests

NOTE:     Each member of an applicant that is applying to bid as a consortium of small
          or very small businesses must provide this information and qualify for the
          claimed status.

Exhibit D -- Information Requested of Designated Entities:  Applicants owned by minorities
or women, as defined in 47 C.F.R.  1.2110(b), or that are rural telephone companies, may
attach an exhibit regarding this status.  This information, in conjunction with the information in
Item 10, will assist the Commission in monitoring the participation of these "designated entities"
in its auctions.

Exhibit E -- Miscellaneous Information:  Applicants wishing to submit additional information
should include it in Exhibit E.

Exhibit F -- Information Required of All C Block Applicants Regarding Prior Defaults and
Prior Delinquencies:  Each C block applicant must include at Exhibit F a statement made under
penalty of perjury indicating whether or not the applicant has ever been in default on any
Commission licenses or has ever been delinquent on any non-tax debt owed to any Federal
agency.  See 47 C.F.R.  1.2105(a)(2)(xi), 24.709(a)(5).

Applicants are reminded that all information required in connection with applications to
participate in spectrum auctions is necessary to determine the applicants' qualifications, and as
such will be available for public inspection.  Required proprietary information may be redacted,
or confidentiality may be requested, following the procedures set forth in 47 C.F.R.  0.459. 
Such requests must be submitted in writing to Amy Zoslov, Chief, Auctions and Industry
Analysis Division, Wireless Telecommunications Bureau, Federal Communications Commission,
2025 M Street, N.W., Room 5202, Washington, D.C.  20554 (with a separate copy mailed to
Audrey Bashkin, Legal Branch, Auctions and Industry Analysis Division), in which case the
applicant must indicate in Exhibit E that it has filed a confidentiality request.  Because the
required information bears on applicants' qualifications, the FCC envisions that confidentiality
requests will not be routinely granted.

Waivers:  Applicants requesting waiver of any rules must submit a statement of reasons
sufficient to justify the waiver sought.  See 47 C.F.R.  1.3.                  AUCTION-SPECIFIC INSTRUCTIONS
               FCC REMITTANCE ADVICE, FCC FORM 159
                                 
                         UPFRONT PAYMENTS

     The following information supplements the standard instructions for FCC Form 159, and
is provided to help ensure correct completion of FCC Form 159 for upfront payments for the C,
D, E, and F Block Broadband PCS auction (Auction No. 22).  Applicants need to complete FCC
Form 159 carefully, since:

     þ    Mistakes may affect their bidding eligibility; and

     þ    Lack of consistency between information set forth in FCC Form 159, FCC Form 175,     
long-form application, and correspondence about an application may cause processing  delays.

     Therefore appropriate cross-references between the FCC Form 159 Remittance Advice
and the FCC Form 175 Short Form Application are described below.

Block Number                         Required Information                                               

     1    LOCKBOX # - Enter "358410"

     2    Payer Name - Enter the name of the person or company making the payment.             If the applicant itself is the payer, this entry would be the same as FCC 175.

     3    Total Amount Paid   Enter the amount of the upfront payment associated with               the FCC Form 159.

     4-8  Stre  et Address, City, State, ZIP Code   Enter the street mailing address (not             Post Office box number) where mail should be sent to the payer.  If the applicant         is the payer, these entries would be the same as FCC Form 175, blocks 2 through 5.

     9    Daytime Telephone Number   Enter the telephone number of a person                    knowledgeable about this upfront payment.

     10   Country Code   For addresses outside the United States, enter the appropriate             postal country code (available from the Mailing Requirements Department of                the U.S. Postal Service).

     20A  Payment Type Code   Enter "APCU"

     21A  Quantity   Enter the number "1"

     22A  Amount Due   Enter the total upfront payment due.

     23A  FCC Code 1   Enter the number "22" (indicating Auction No. 22).

     26   Applicant TIN - Same as FCC Form 175, block 7.


           NOTES:   þ    Do not use Remittance Advice (Continuation Sheet), FCC Form
                         159-C, for upfront payments.

               þ    If applicant is different from the payer, complete blocks 11 through
                    18 for the applicant, using the same information shown on FCC
                    Form 175.  Otherwise leave them blank.

               þ    Since credit card payments will not be accepted for this auction,
                    leave this area blank.
                   WINNING BIDDER REQUIREMENTS
                                 
                                 
         AUCTION-SPECIFIC INSTRUCTIONS FOR FCC REMITTANCE
                     ADVICE, FCC FORM 159:  
                 DOWN PAYMENTS AND FINAL PAYMENTS
                                 
Specific information regarding down payments and final payments will be included in a post-auction Public Notice announcing the winning bidders.


                   POST-AUCTION LONG FORM FILING

Within 10 business days after release of the auction closing notice, winning bidders must submit a
properly completed long-form application and required exhibits for each license won through
Auction No. 22.  Further filing instructions will be provided to auction winners at the close of
the auction.

                            ATTACHMENT C
               A.  ELECTRONIC FILING AND REVIEW OF
                          THE FCC FORM 175

Applicants must submit their FCC Form 175 applications electronically using the Commission's
remote access system.  This system will generally be available 24 hours per day beginning
January 25, 1999.  FCC Form 175 applications must be submitted and confirmed by 5:30 p.m.
ET on February 12, 1999.  Late applications or unconfirmed submissions of electronic data will
not be accepted.  Applicants must press the Submit Form 175 button on the Submit page to
successfully submit their FCC Form 175.  The electronic filing process consists of an initial filing
period and a resubmission period to make minor corrections.  During each filing period,
submitted applications may be updated and amended multiple times until the filing deadline.

Applicants will need to meet the following minimum hardware and software requirements:

                   Minimum Hardware Requirements

o    CPU:  Intel Pentium
o    RAM: 16 MB (more recommended if you have multiple applications open)
o    Modem:  v.32bis 14.4kbps Hayes compatible modem or faster
o    Monitor:  VGA or above
o    Mouse or other pointing device

                   Minimum Software Requirements

o    Operating System: Microsoft Windows 95/98 [Note: The FCC no longer supports
     Windows 3.1x]

o    PPP (Point-to-Point Protocol) Dialer:   Use the Dial-Up Networking feature included
                                             with Windows 95/98

o    Web Browser:   Netscape Communicator 4.5 is recommended.  However, you can
                    also use Netscape Communicator 4.06, 4.07, or 4.05 with JDK 1.1
                    (Internet web browser software).  Note:  To download Netscape
                    Communicator 4.5 free of charge, access the Netscape download
                    site at http://home.netscape.com/download/

o    PDF Viewer:    Adobe Acrobat Reader 3.0 or higher (available at http://www.adobe.com)

o    If you wish to use the download feature in the Form 175 Review, you will need a .tar file
     extraction utility, e.g., Winzip (available at http://www.winzip.com) or Pkzip for
     Windows (available at http://www.hotfiles.com). 



                   Connecting to the FCC Network

To file or review applications electronically, you must first connect to the FCC Network using
Dial-Up Networking. 

Parties submitting FCC Form 175 applications will connect to a toll-free 800 number telephone
service.

Similarly, parties reviewing FCC Form 175 applications will connect to a 900 number telephone
service at a charge of $2.30 per minute.  The first minute of connection time to the 900 number
service will be at no charge.

Dial-Up Networking establishes a point-to-point connection from your PC to the FCC Network. 
This point-to-point connection is not routed through the Internet.

For instructions on how to connect to the FCC Network using Dial-Up Networking, see the
Accessing the FCC Network Using Windows 95/98 section.


         Submitting or Reviewing FCC Form 175 Applications
                                  
After you have connected to the FCC Network, start your Netscape Web browser.  In your
browser's Location field, enter one of the following locations:

     o    For Form 175 Submit, enter http://wtbwww04.fcc.gov and then click Form 175
          Submit

     o    For Form 175 Review, enter http://wtbwww03.fcc.gov and then click Form 175
          Review

When uploading attachments in FCC Form 175 Submission, applicants may use a variety of file
formats including Word, WordPerfect, Adobe PDF, Excel, Lotus, and ASCII text and should verify
that the files contain all exhibit information.  Graphics file uploads (e.g., .bmp, .tiff, .jpg) are not
supported, and graphics images should not be imported into any word processing files that are
uploaded.

After you upload an attachment, check to see if it converted properly by selecting the PDF filename
in the rightmost column.  If you are unable to read this file, please do the following:

1. Re-upload the attachment.
2. If the file still has not converted properly, then simplify the formatting of the file.  For example, if
using a Table structure in a WordPerfect document, remove the Table structure and leave the
contents of the table, then re-upload the attachment.

After you have successfully re-uploaded an attachment, please delete the old, unreadable attachment
files.

Applicants must press the Submit Form 175 button on the Submit page to successfully submit their
FCC Form 175.  During each filing period, submitted applications may be updated and amended
multiple times until the filing deadline.

When you have finished, exit your Web browser; then disconnect from the FCC Network.


                                Help

For technical assistance with installing or using FCC software, contact the FCC Technical
Support Hotline at (202) 414-1250 (V) or (202) 414-1255 (TTY).  The FCC Technical Support
Hotline is generally available Monday through Friday, from 8 a.m. to 6 p.m. ET.  All calls to
the FCC Technical Support Hotline are recorded.

                B.  ACCESSING THE FCC NETWORK USING
                           WINDOWS 95/98

This attachment describes how to access the FCC Network from a system that is running the
Microsoft Windows 95 or Microsoft Windows 98 operating system.  This involves configuring
dial-up network access and then performing the dial-up procedure.


                           Conventions

The instructions in this section use the following typographical conventions:

bold      Represents objects on the screen that you click with the mouse pointer, including
          buttons, Internet links, icons, tabs, menu items (e.g., Cancel button, Auctions
          link, Save option in the File menu).

italic      Represents field names or areas of a screen (e.g., Applicant field, Selected
            Licenses area of a screen).

bold italic Represents characters that you must type exactly as they appear in the instructions. 
            For example, if you are instructed to type http://wtbwww03.fcc.gov, you should
            type all of the characters shown in bold italic exactly as they are printed.

Small Caps  Represents keys on the keyboard (e.g., Enter, Ctrl, Esc).

Note:  Throughout these instructions, "enter" means to type the appropriate information and then
press the Enter key.


                   Configuring Dial-Up Networking

1.   To start dial-up networking:

     a.   Click the Windows 95/98 Start button.  
     b.   Click the Programs option to display the Programs menu.
     c.   Click the Accessories option to display the Accessories menu.
     d.   In Windows 95, click Dial-Up Networking.
          In Windows 98, click Communications, then Dial-Up Networking.

     If Dial-Up Networking is not an option on your Accessories menu, you should install it
     from your Windows 95/98 CD or diskettes.

2.   When the Dial-Up Networking window appears, double-click the Make New Connection
     icon.

3.   The Make New Connection window appears.

     If you are connecting to submit FCC Form 175 applications,  type FCC Auctions 800# in
     the field titled Type a name for the computer you are dialing.

     If you are connecting to review FCC Form 175 applications or to use the FCC Remote
     Access System,  type FCC Auctions 900# in the field titled Type a name for the computer
     you are dialing.

          Note: If you connect to the FCC's 900# telephone service, there is a charge of
          $2.30 per minute.  The first minute of connection time to the 900 number service
          is at no charge. 

4.   In Windows 95, click the down arrow at the right of the Select a modem field and select
     your modem from the menu of available modems.  

     In Windows 98, click the down arrow at the right of the Select a device field and select
     your modem from the menu of available devices.

     If your modem does not appear on this list, you must install your modem driver according
     to the modem manufacturer installation procedures, which are usually described in your
     modem's user manual.

5.   Click the Next button.  

6.   If you are connecting to submit FCC Form 175 applications, type 800 and 378-7435 in the
     Area Code and Telephone Number fields, respectively.  

     If you are connecting to review FCC Form 175 applications or to use the FCC Remote
     Access System, type 900 and 555-5335 in the Area Code and Telephone Number fields,
     respectively.

7.   Verify that the correct country is selected in the Country code field.  

     If necessary, click the down arrow at the right of the Country code field and select the
     appropriate country from the menu of available countries.

8.   Click the Next button.

9.   Click the Finish button.  

     An icon labeled either FCC Auctions 800# or FCC Auctions 900# appears in the Dial-Up
     Networking window.

10.  Verify that properties are configured correctly before attempting a dial-up session.  Put
     the mouse pointer on the FCC Auctions icon that you wish to configure and click the right
     mouse button to display a menu.  Click Properties from the menu.

11.  Click the Configure button.  Click the Options tab at the top of the Properties window.

12.  In the Connection control area of the Options tab, verify that neither option is selected.  If
     either option is selected, click the check box at the left of the option to deselect it.  Then
     click OK.

13.  In Windows 95, click the Server Type... button.
 
     In Windows 98, click the Server Types tab at the top of the Properties window.

14.  In the Advanced Options area, verify that only Enable software compression is selected.
     If it is not selected, click the check box at the left of the option to select it.  If either of
     the other options is selected, click the check box to deselect it.

15.  In the Allowed Network Protocols area, verify that only TCP/IP is selected.

     If it is not selected, click the check box at the left of the option to select it.  If either of
     the other options is selected, click the check box to deselect it.

16.  Click the TCP/IP Settings button and select Specify name server addresses.

17.  Type 165.135.22.249 as the Primary DNS.

18.  Click OK on the TCP/IP Settings window and the Server Type window.

19.  a.   Click the Windows 95/98 Start button, then click the Settings option to display the
          Settings menu.

     b.   Click Control Panel and then double-click the Network icon.

     c.   Highlight the TCP/IP Protocol and click Properties.  If there are multiple TCP/IP
          protocols, highlight TCP/IP --> Dial-Up Adapter and click Properties.

     d.   Click the DNS Configuration tab.

     e.   Select Enable DNS. Type bidder in the Host box, type fcc.gov in the Domain box,  then
          type 165.135.22.249 in the DNS Server Search Order box and click the Add button.

     f.   Click OK on the TCP/IP Properties windows, then click OK on the Network windows.

     g.   If you are prompted to restart your computer, click Yes to restart, then begin the Dial-Up
          Procedure.


                         Dial-Up Procedure

1. If the Dial-Up Networking window is not currently open, do the following:

   a.  Click the Windows 95/98 Start button.
   b.  Click the Programs option to display the Programs menu.
   c.  Click the Accessories option to display the Accessories menu.
   d.  In Windows 95, click Dial-Up Networking
       In Windows 98, click Communications, then Dial-Up Networking.

   The Dial-Up Networking window appears.  

2. In the Dial-Up Networking window, double-click the FCC Auctions 800# or FCC Auctions
   900# icon.

   Note: If you connect to the FCC's 900 number telephone service, there is a charge of   $2.30 per minute.  The first minute of connection time to the 900 number service is at no
   charge.

3. Click the Connect button on the window.  Do not enter User name and Password.

   The Connection window appears, indicating the status of your connection as your modem
   dials into the system.  This window must remain running during your dial-up session.  You
   may minimize the window, if you wish.

   If your modem fails to establish a connection, please see the Troubleshooting section below.

4. Once the connection is established, open your Web browser.

5. In your browser's Location field, enter the appropriate Universal Resource Locator (URL) as
   follows:

     For FCC Form 175 Submit, enter http://wtbwww04.fcc.gov
   
     For FCC Form 175 Review or the FCC Remote Access System, enter
     http://wtbwww03.fcc.gov

   If nothing appears in your Web browser, please see the Troubleshooting section below.

6. When you have finished, exit the Web browser, then click the Disconnect button on the
   Connection window to end your dial-up session.


                          Troubleshooting

Following are problems you may encounter and possible solutions for resolving or isolating them.

Modem does not respond

1. Confirm that all physical connections for the modem are present.

2. Confirm that the phone line is active by connecting it to a telephone and checking for a    dial-tone.

3. If you are dialing the 900 number service, check for a 900 number telephone block. If the
   volume settings are low, the modem may be dialing but not connecting.  Check for this by
   trying to connect to the 800 number, or by dialing the 900 number on that line using a
   telephone.
 
4. Confirm that the correct modem driver is installed for your modem.


Modem dials but does not connect

1. If you are dialing the 900 number service, check for a 900 number telephone block. Check
   for this by dialing the 800 number to see if you connect, or by dialing the 900 number on
   that line using a telephone.

2. Confirm that the number the modem is dialing is correct.

3. Confirm that the modem prefix, if any, is correct.


Modem dials and connects, but nothing appears when you enter the Location in the Web
browser

1.   Verify the Dial-Up Networking settings specified in the Configuring Dial-Up Networking
     section.

2.   Confirm that your Web browser is not using proxies.


Receive an Internal Server error in the Web browser 

1.   Confirm that the Location is correct.

2.   Confirm that JavaScript is enabled in your Web browser.


                                Help

For technical assistance with installing or using FCC software, contact the FCC Technical
Support Hotline at (202) 414-1250 (V) or (202) 414-1255 (TTY).  The FCC Technical Support
Hotline is generally available Monday through Friday, from 8 a.m. to 6 p.m. ET. All calls to the
FCC Technical Support Hotline are recorded.
                                                             ATTACHMENT D
                                 
         SUMMARY LISTING OF DOCUMENTS FROM THE COMMISSION
            AND THE WIRELESS TELECOMMUNICATIONS BUREAU
        ADDRESSING APPLICATION OF THE ANTI-COLLUSION RULES

All of the following documents can be found at an FCC web site:
http://www.fcc.gov/wtb/auctions/collusio/collusio.html

Commission Decisions:

Second Report and Order in PP Docket No. 93-253, FCC 94-61, 9 FCC Rcd. 2348, 2386-2388
(1994), paragraphs 221-226.

Fifth Report and Order in PP Docket No. 93-253, FCC 94-178, 9 FCC Rcd. 5532, 5570-5571
(1994), paragraphs 91-92.      

Fourth Memorandum Opinion and Order in PP Docket No. 93-253, FCC 94-264, 9 FCC Rcd. 6858,
6866-6869 (1994), paragraphs 47-60.

Second Memorandum Opinion and Order in PP Docket No. 93-253, FCC 94-215, 9 FCC Rcd. 7245,
7253-7255 (1994), paragraphs 48-55.

Memorandum Opinion and Order in PP Docket No. 93-253, FCC 94-295, 9 FCC Rcd. 7684, 7687-7689 (1994), paragraphs 8-12.

In re Commercial Realty St. Pete, Notice of Apparent Liability for Forfeiture, 10 FCC Rcd. 4277
(1995); In re Commercial Realty St. Pete, Memorandum Opinion and Order, 11 FCC Rcd. 15374
(1996).

In re Applications of Mercury PCS II, LLC, Notice of Apparent Liability for Forfeiture, 12 FCC
Rcd. 17970 (1997) (petition for partial reconsideration pending).

Amendment of Part 1 of the Commission's Rules -- Competitive Bidding Procedures, Allocation of
Spectrum Below 5 GHz Transferred from Federal Government Use, 4660-4685 MHz, WT Docket
No. 97-82, ET Docket No. 94-32, FCC 97-413, Third Report and Order and Second Further Notice
of Proposed Rule Making, 13 FCC Rcd. 374, 463-469 (1997), paragraphs 155-166.

In re Application of US West Communications, Inc., Notice of Apparent Liability for Forfeiture,
FCC 98-41 (March 16, 1998).  

In re Application of Western PCS BTA I Corporation, Notice of Apparent Liability for Forfeiture,
FCC 98-42 (March 16, 1998).


Wireless Telecommunications Bureau Decisions:

Amendment of Parts 21 and 74 of the Commission's Rules with Regard to Filing Procedures in the
Multipoint Distribution Service and in the Instructional Television Fixed Service, Order, 11 FCC
Rcd. 9655 (Wireless Tel. Bur. 1995).  

In re Applications of GWI PCS, Inc. For Authority to Construct and Operate Broadband PCS
Systems Operating on Frequency Block C, Memorandum Opinion and Order, 12 FCC Rcd. 6441
(Wireless Tel. Bur. 1997).

In re Applications of Mercury PCS II, LLC, For Facilities in the Broadband Personal
Communications Services in the D, E, and F Blocks, Memorandum Opinion and Order on
Reconsideration, 12 FCC Rcd. 18093 (Wireless Tel. Bur. 1997).

In the Matter of Applications of High Plains Wireless, L.P., For Authority to Construct and Operate
Broadband PCS Systems on Frequency Blocks D, E, and F, Memorandum Opinion and Order, 12
FCC Rcd. 19627 (Wireless Tel. Bur. 1997).

In the Matter of Applications of Mercury PCS II, LLC, For Authority to Construct and Operate
Broadband PCS Systems on Frequency Blocks D, E, and F, Memorandum Opinion and Order, 13
FCC Rcd. 5756 (Wireless Tel. Bur. 1997).


Public Notices:

"Wireless Telecommunications Bureau Clarifies Spectrum Auction Anti-Collusion Rules," Public
Notice, 11 FCC Rcd. 9645 (1995).

"FCC Staff Clarifies Application of Anti-Collusion Rule to Broadband PCS 'C' Block Reauction,"
Public Notice, 11 FCC Rcd. 7031 (1996).  

"Wireless Telecommunications Bureau Provides Guidance on the Anti-Collusion Rule for D, E and F
Block Bidders," Public Notice, 11 FCC Rcd. 10134 (1996).


Letters from the Office of General Counsel and the Wireless Telecommunications Bureau:

Letter to Gary M. Epstein and James H. Barker from William E. Kennard, General Counsel,
Federal Communications Commission (released October 25, 1994).

Letter to Alan F. Ciamporcero from William E. Kennard, General Counsel, Federal
Communications Commission (released October 25, 1996).

Letter to R. Michael Senkowski from Rosalind K. Allen, Acting Chief, Commercial Radio Division,
Wireless Telecommunications Bureau (released December 1, 1994).

Letter to Leonard J. Kennedy from Rosalind K. Allen, Acting Chief, Commercial Radio Division,
Wireless Telecommunications Bureau (released December 14, 1994).

Letter to Jonathan D. Blake and Robert J. Rini from Kathleen O'Brien Ham, Chief, Auctions
Division, Wireless Telecommunications Bureau, DA 95-2404 (released November 28, 1995).

Letter to Mark Grady from Kathleen O'Brien Ham, Chief, Auctions Division, Wireless
Telecommunications Bureau, 11 FCC Rcd. 10895 (1996).

Letter to David L. Nace from Kathleen O'Brien Ham, Chief, Auctions Division, Wireless
Telecommunications Bureau, 11 FCC Rcd. 11363 (1996).

Letter to Elliott J. Greenwald from Christopher J. Wright, General Counsel, Federal
Communications Commission (released April 6, 1998).


Civil Actions Initiated by U.S. Department of Justice:

U.S. v. Omnipoint Corp., Proposed Final Judgements and Competitive Impact Statements,
Department of Justice, 63 FR 65,228 (November 25, 1998).

"Justice Department Sues Three Firms Over FCC Auction Practices," Press Release, U.S.
Department of Justice (November 10, 1998).

Complaint, U.S. v. Omnipoint Corp., No. 1:98CV02750 (D.D.C. November 10, 1998).

Complaint, U.S. v. Mercury PCS II, L.L.C., No. 1:98CV02751 (D.D.C. November 10, 1998).

Complaint, U.S. v. 21st Century Bidding Corp., No. 1:98CV02752 (D.D.C. November 10, 1998).




Miscellaneous:

Many of these documents can be retrieved from the FCC web site
(http://www.fcc.gov/wtb/auctions/collusio/collusio.html), where documents may be located by using
our search engine (select the link "search").  All of these documents can be ordered in hard copy from
the Commission's contractor, International Transcription Service, Inc. at (202) 857-3800.

Documents retrieved from the FCC web site are available in more than one format:  .pdf, .txt, and
.wp.  (The key to the extensions is the following: .pdf = Acrobat Reader, .txt = Text, and .wp =
Word Perfect.)  In order to review a document in its entirety, including footnotes, it is necessary to
access the document in Word Perfect or Acrobat Reader.