United States Court of Appeals
               for the district of columbia circuit



No. 97-1245                                  September Term, 2000

Benkelman Telephone Company, et al.,              Filed On: September 26, 2000 [546131]
                                                                 
                    Petitioners                                  
                                                                 
          v.

Federal Communications Commission 
and United States of America,

                    Respondents
 
Consolidated with 97-1294, 99-1247, 99-1251, 99-1331, 99-1337
                                     
     Before: Williams, Sentelle  and Henderson, Circuit Judges.

                            O R D E R

     It is ORDERED by the court that the opinion filed by the court on July 28, 2000 be
amended to delete the text at page 8, line 25 through page 9, line8 ("Despite some general
similarities . . . within the meaning of section 309(j)(1).") and substitute the following
language:  

          The petitioners note that the two licensing schemes provide the same paging service
     on the same frequencies, basically provide fill-in sites and maintain the same licensee
     buildout requirements.  Nevertheless, they themselves acknowledge, as they must, 
     that the geographic license scheme has wrought "fundamental alterations to the
     paging industry's market structure and licensing schemes."  Petitioners' Br. 30.  Under
     the geographic scheme non-incumbents can compete for the available spectrum,
     however much remains, on equal footing with incumbents and successful applicants
     have far greater freedom in selecting transmitter locations; yet at the same time new
     licensees assume much more responsibility for researching site locations to protect
     incumbents from interference.  Given  the new scheme's "fundamental" alterations,
     we hold the FCC reasonably treated modification applications by incumbents as
     "initial" applications within the meaning of section 309(j)(1). 


                                        Per Curiam
                                        For the Court:


                                        Mark Langer