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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA


UNITED STATES OF AMERICA,

        Petitioner,

  v.

Time Warner, Inc.
75 Rockefeller Plaza
New York, New York 10019,

Sony Corporation of America
1 Sony Drive 
Park Ridge, New Jersey 07656,

PolyGram Holding, Inc. 
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019,

EMI Music 
Carnegie Hall Tower
152 West 57th Street 
New York, New York, 10019,

Bertelsmann, Inc. 
1133 Avenue of the Americas
New York, New York 10036,

MCA, Inc.
100 Universal City Plaza
Universal City, California 
91608,

        Respondents.
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Civil Action No.________






ORAL HEARING REQUESTED




 Petition to Enforce Civil Investigative Demands
     The United States of America, by the undersigned attorneys,
avers to this Court as follows:
          1.   This is a proceeding brought pursuant to the
Antitrust Civil Process Act, Section 1314(a) of Title 15, United
States Code, to judicially enforce Civil Investigative Demands
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("CIDs") served upon the Respondents.
          2.   The Assistant Attorney General of the Antitrust
Division of the U.S. Department of Justice is authorized to issue
CIDs on behalf of the Department of Justice pursuant to the
authority contained in Section 1312 of Title 15, United States
Code. 
          3.   The Respondent Time Warner, Inc. ("Warner"),
located at 75 Rockefeller Plaza, New York, New York 10019, is
found or transacts business in Washington, D.C.
          4.   The Respondent Sony Corporation of America
("Sony"), located at 1 Sony Drive, Park Ridge, New Jersey 07656,
is found or transacts business in Washington, D.C.
          5.   The Respondent PolyGram Holding, Inc.
("PolyGram"), located at 825 Eighth Avenue, New York, New York
10019, is found or transacts business in Washington, D.C.
          6.   The Respondent EMI Music ("EMI"), located at 152
West 57th Street, New York, New York 10019, is found or transacts
business in Washington, D.C.
          7.   The Respondent Bertelsmann, Inc. ("BMG"), located
at 1133 Avenue of the Americas, New York, New York 10036, is
found or transacts business in Washington, D.C.
          8.   The Respondent MCA, Inc. ("MCA"), located at
100 Universal City Plaza, Universal City, California 91608,
is found or transacts business in Washington, D.C.
          9.   The United States Department of Justice is
currently conducting an investigation into possible violations of
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the Sherman Antitrust Act, 15 U.S.C. §§ 1 and 2, namely the
possible restraint or monopolization of domestic and
international markets for cable, wire, and satellite-delivered
music programming.
          10.  On July 7, 1994, CIDs were issued by the
Department of Justice directing Respondents Warner, Sony,
PolyGram, EMI and BMG to produce documentary material and to
answer interrogatories by August 15, 1994.  A copy of the CIDs
and attached schedule is attached hereto as Exhibit 1 and
incorporated herein as part of this petition.
          11.  On July 18, 1994, a CID was issued to MCA by the
Department of Justice directing the Respondent to produce
documentary material and to answer interrogatories by August 22,
1994.  A copy of the CID and attached schedule is attached hereto
as Exhibit 2 and incorporated herein as part of this petition.
          12.  On July 15, 1994, Warner received CID number 11113
by certified mail.  Warner is in possession and control of
documents and information located in the United States and
responsive to CID number 11113.  Warner has refused to produce
some responsive U.S.-located documentary material, and to answer
certain interrogatories contained in the CID and attached
schedule.
          13.  Warner has objected to CID number 11113 to the
extent that the CID seeks information or documents concerning
activities or transactions occurring outside the United States,
on the grounds that such matters: (1) are beyond the Department's
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jurisdiction as defined under the Foreign Trade Antitrust
Improvements Act, Sherman Act § 7, 15 U.S.C. §6a and (2) conflict
with principles of international comity.  
          14.  On July 15, 1994, Sony received CID number 11116
by certified mail.  Sony is in possession and control of
documents and information located in the United States and
responsive to CID number 11116.  Sony has refused to produce some
responsive U.S.-located documentary material, and to answer
certain interrogatories contained in the CID and attached
schedule.
          15.  Sony has objected to CID number 11116 to the
extent that the CID seeks information or documents concerning
activities or transactions occurring outside the United States,
on the grounds that such matters: (1) are beyond the Department's
jurisdiction as defined under the Foreign Trade Antitrust
Improvements Act, Sherman Act § 7, 15 U.S.C. §6a and (2) conflict
with principles of international comity.  
          16.  On July 15, 1994, PolyGram received CID number
11114 by certified mail.  PolyGram is in possession and control
of documents and information located in the United States and
responsive to CID number 11114.  PolyGram has refused to produce
some responsive U.S.-located documentary material, and to answer
certain interrogatories contained in the CID and attached
schedule.
          17.  PolyGram has objected to CID number 11114 to the
extent that the CID seeks information or documents concerning
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activities or transactions occurring outside the United States,
on the grounds that such matters: (1) are beyond the Department's
jurisdiction as defined under the Foreign Trade Antitrust
Improvements Act, Sherman Act § 7, 15 U.S.C. §6a and (2) conflict
with principles of international comity.  
          18.  On July 15, 1994, EMI received CID number 11115 by
certified mail.  EMI is in possession and control of documents
and information located in the United States and responsive to
CID number 11115.  EMI has refused to produce some responsive
U.S.-located documentary material, and to answer certain
interrogatories contained in the CID and attached schedule.
          19.  EMI has objected to CID number 11115 to the extent
that the CID seeks information or documents concerning activities
or transactions occurring outside the United States, on the
grounds that such matters: (1) are beyond the Department's
jurisdiction as defined under the Foreign Trade Antitrust
Improvements Act, Sherman Act § 7, 15 U.S.C. §6a and (2) conflict
with principles of international comity.  
          20.   EMI, while maintaining its jurisdictional
objection, has produced some information and documents relating
to two foreign joint ventures.  EMI's parent company, Thorn EMI
Plc of England, voluntarily produced some information and
documents relating to one foreign joint venture and some European
litigation.
          21.  On July 15, 1994, BMG received CID number 11112 by
certified mail.  BMG is in possession and control of documents
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and information located in the United States and responsive to
CID number 11112.  BMG has refused to produce some responsive
U.S.-located documentary material, and to answer certain
interrogatories contained in the CID and attached schedule.
          22.  BMG has objected to CID number 11112 to the extent
that the CID seeks information or documents concerning activities
or transactions occurring outside the United States, on the
grounds that such matters: (1) are beyond the Department's
jurisdiction as defined under the Foreign Trade Antitrust
Improvements Act, Sherman Act § 7, 15 U.S.C. §6a and (2) conflict
with principles of international comity.  
          23.  On July 22, 1994, MCA received CID number 11181 by
certified mail.  MCA is in possession and control of documents
and information located in the United States and responsive to
CID number 11181.  MCA has refused to produce some responsive
U.S.-located documentary material, and to answer certain
interrogatories contained in the CID and attached schedule.
          24.  MCA has objected to CID number 11181 to the extent
that the CID seeks information or documents concerning activities
or transactions occurring outside the United States, on the
grounds that such matters: (1) are beyond the Department's
jurisdiction as defined under the Foreign Trade Antitrust
Improvements Act, Sherman Act § 7, 15 U.S.C. §6a and (2) conflict
with principles of international comity.  
          25.  The U.S.-located documents and other information
sought by this petition include U.S.-located documents in the
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possession, custody and control of Warner, Sony, PolyGram, EMI,
BMG and MCA at the time of issuance of the CIDs, and U.S.-located
documents created after issuance of the CIDs, subject to any
agreed modifications and production dates.
          26.  The U.S.-located documents and other information
sought by the CIDs are not already in petitioner's possession,
and are necessary to properly investigate possible violations of
the Sherman Act, 15 U.S.C. §§ 1 and 2.
          27.  Each of the Respondents has produced some
documents and information relating to its domestic activities. 
In some cases, however, portions of documents which contain
information relating to both domestic and international
activities have been redacted by the Respondents based upon the
objections set forth above.  Other responsive U.S.-located
documents and information have not been produced even in part.
          28.  For the reasons set forth in the Memorandum of
Points and Authorities in support of this Petition, the U.S.-
located documents and information sought by the petitioner's CIDs
are relevant to a valid antitrust investigation and are
producible pursuant to the Antitrust Civil Process Act.
          29.  This matter should be resolved expeditiously so
that the U.S.-located documents and information subject to the
CIDs are promptly produced and the Department's investigation can
proceed without delay.
               
          WHEREFORE, the petitioner respectfully prays that:
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          1.   This Court enter an order directing Warner, Sony,
PolyGram, EMI, BMG and MCA to comply with the aforementioned CIDs
and each and every requirement thereof and promptly produce the
complete and unredacted U.S.-located documentary material and
interrogatory answers required and called for by the terms of the
CIDs and attached schedules, regardless of whether the documents
and information concern activities in the United States or
abroad.  
          2.   The Court grant an oral hearing on this matter.
          3.   The United States recover its costs in maintaining
this action.
          4.   The Court retain jurisdiction over this matter.
          5.   The Court grant such other and further relief as
is just and proper.
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Date: November 3, 1994
 
Respectfully submitted,

________________________
Robert P. Faulkner
(430163)


____________________
Stacy S. Nelson


_______________________
Minaksi Bhatt

(434448)
Attorneys
U.S. Department of Justice

Antitrust Division
Civil Task Force
1401 H Street, N.W.

Suite 3700
Washington, DC  20005
Telephone: (202) 514-8398

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            IN THE UNITED STATES DISTRICT COURT
                 FOR THE DISTRICT OF COLUMBIA
                                

UNITED STATES OF AMERICA,

        Petitioner,

  v.

TIME WARNER, INC., et al.,

        Respondents.
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Civil Action No.________ 


                ORDER TO SHOW CAUSE

   Upon the Petition of the United States to Enforce Civil
Investigative Demands and the exhibits attached thereto, 
   IT IS ORDERED that Time Warner, Inc., Sony Corporation of
 America, PolyGram Holding, Inc., EMI Music, Bertelsmann, Inc.
and MCA, Inc., appear before the undersigned Judge of the United
States District Court for the District of Columbia, Room        ,
                        , Washington, DC         day of    
     
      , 1994, at          a.m./p.m. to show cause why they should
 not be compelled to comply with the Civil Investigative Demands
served upon them. 

    IT IS FURTHER ORDERED that within eleven (11) days of
 service of a copy of this Order, Time Warner, Inc., Sony
Corporation of America, PolyGram Holding, Inc., EMI Music,
Bertelsmann, Inc. and MCA, Inc., shall file and serve written
responses to the Petition.  
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   The District of Columbia, this        day of              ,
 1994.





                                                                
                                   UNITED STATES DISTRICT JUDGE



                            

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            IN THE UNITED STATES DISTRICT COURT
                 FOR THE DISTRICT OF COLUMBIA


UNITED STATES OF AMERICA,

        Petitioner,

  v.

TIME WARNER, INC., et al.,

        Respondents.
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Civil Action No._________ 

   ORDER TO ENFORCE CIVIL INVESTIGATIVE DEMANDS
   Upon the Petition to Enforce Civil Investigative Demands and
the exhibits attached thereto, 
   IT IS ORDERED that Time Warner, Inc., Sony Corporation of
 America, PolyGram Holding, Inc., EMI Music, Bertelsmann, Inc.
and MCA, Inc., comply with the Civil Investigative Demands
("CIDs") issued to them by the Department of Justice and promptly
produce the complete and unredacted U.S.-located documentary
material and interrogatory answers required and called for by the
terms of the CIDs and attached schedules, regardless of whether
the documents and information concern activities in the United
States or abroad.

   IT IS ORDERED that the United States recover its costs in
 maintaining this action.

   IT IS FURTHER ORDERED that this Court retain jurisdiction
 over this matter. 
   
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   The District of Columbia, this ________ day of ____________,
1994.             
             

                       
                                                                                         
     UNITED STATES DISTRICT JUDGE