Subject: 20985/CATV Franchise/Transfer of Control
Date: Fri, 3 May 1996 12:11:32 -0500


                
                      	      AMENDED BY NO. 21022
                
                            RESOLUTION NO.   20985 
                
                
                
                 A RESOLUTION CONSENTING TO THE TRANSFER OF
                 CONTROL OF THE CABLE TELEVISION FRANCHISE FROM
                 CHATTANOOGA CABLE TV COMPANY TO COMCAST
                 CORPORATION.
                
                
                
                           _________________________
                
                
                
              	   WHEREAS, the City of Chattanooga (the "Franchising
         Authority") granted a cable television franchise to Chattanooga 

         Cable TV Company (the "Grantee"), which is indirectly 
controlled
         by Scripps Howard, Inc. ("SHI") and The E.W. Scripps Company
         ("EWS"), pursuant to Ordinance No. 9374 adopted May 22, 1990
         (the "Franchise"); and
              	   WHEREAS, SHI and EWS on October 28, 1995, entered into 

         an Agreement and Plan of Merger (the "Agreement") with Comcast
         Corporation ("Comcast").  Upon the closing of the transactions
         contemplated by the Agreement (the effective date of such
         transactions being the "Closing Date"), control of Grantee will 

         transfer to Comcast; and
              	   WHEREAS, the Franchise will continue to be held by the 

         Grantee; and
              	   WHEREAS, the Franchising Authority is willing to
         consent to the transactions referred to in the preceding
         paragraphs;
              	   BE IT HEREBY RESOLVED BY THE CHATTANOOGA CITY COUNCIL
         that the Franchising Authority hereby confirms that the Grantee 

         is in substantial compliance with all obligations under the
         Franchise and the Franchise was validly issued and is in full
         force and effect.
              	   BE IT FURTHER RESOLVED that the Franchising Authority
         hereby consents to and approves the transfer of control of the
         Grantee from SHI and EWS to Comcast on the Closing date.
        
         ADOPTED:  May 14, 1996
        
         WSPjr.tlm