FOR IMMEDIATE RELEASE                                          AT
TUESDAY, JANUARY 16, 1996                          (202) 616-2771
                                               TDD (202) 514-1888


JUSTICE DEPARTMENT CLEARS WALT DISNEY/CAPITAL CITIES/ABC MERGER
  AFTER DISNEY ANNOUNCES PLANS TO SELL LOS ANGELES TV STATION
                                
                                
     WASHINGTON, D.C. -- The Department of Justice's Antitrust
Division today cleared Walt Disney Company's $19 billion purchase
of Capital Cities/ABC Inc., after Disney said it would sell its
Los Angeles television station, KCAL-TV.  Disney's planned sale
of KCAL-TV resolves any potential antitrust concerns that could
arise from Disney's acquisition of KABC-TV, a Los Angeles
television station currently owned by Capital Cities/ABC.  
     The Department had been investigating whether Disney's
ownership of both KCAL-TV and KABC-TV would reduce competition
and raise the price of advertising in Los Angeles.  Before the
Department reached a conclusion on that question, however, Disney
advised the Department that it intended to sell KCAL-TV, and that
it would maintain KCAL-TV and KABC-TV as separate, competing
stations until the sale is completed.
     Anne K. Bingaman, Assistant Attorney General in charge of
the Antitrust Division, said that "Disney's commitment to sell
KCAL-TV ensures that the deal will not harm competition in the
sale of advertising in Los Angeles, and makes further action by
the Division unnecessary at this time."
     To help ensure that this sale takes place, and to protect
competition pending completion of the sale, Disney also agreed to
a consent decree that would require the appointment of a trustee
to accomplish the sale of KCAL-TV.  The consent decree would be
filed with the court only if Disney:    
       Fails to enter into a definitive agreement within nine
months to sell KCAL-TV.
       Fails to complete the sale of KCAL-TV within twelve
months.
       Fails to comply with hold-separate requirements.
       Seeks authority from the FCC to permanently own both
KCAL-TV and KABC-TV.
     The Department also said that the deal is subject to any
requirements that may be imposed by the Federal Communications
Commission.  Current law prohibits broadcasters from owning two
VHF television stations in a single market, but Disney has filed
an application with the Federal Communications Commission
requesting a temporary waiver of the so-called Television Duopoly
Rule.  The requested waiver, if approved by the FCC, would allow
Disney to continue to own both KCAL-TV and KABC-TV in Los Angeles
temporarily, pending the anticipated divestiture.    
     In addition to its investigation of Disney's potential
ownership of two Los Angeles television stations, the Department
also examined all potential competitive effects arising from the
transaction, including the possible effects from the combination
of Disney's video programming production and distribution
business with the programming production and distribution
business of Cap Cities/ABC.  The Department concluded that such a
combination would not violate the antitrust laws.
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96-002