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UNITED STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION



UNITED STATES OF AMERICA,    

                  Plaintiff,

                  v.

NORTHWEST AIRLINES CORP. and   
CONTINENTAL AIRLINES, INC.

                  Defendants.


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Civil Action No. 98-74611
Judge Denise Page Hood
Magistrate Judge Scheer


UNITED STATES' MOTION FOR
ENTRY OF PROTECTIVE ORDER

Plaintiff, the United States, respectfully requests that the Court, pursuant to Fed. R. Civ. P. 26(c)(7), enter the attached, proposed Protective Order for the reasons stated in plaintiff's accompanying memorandum. In support of this motion, plaintiff certifies that, as the accompanying brief shows, it has made a reasonable effort to reach agreement with defendants on the subject of this motion.

April 9, 1999

Respectfully submitted,

Julia C. Pidgeon
Assistant United States Attorney
Pa. Atty. Lic. 37949
211 W. Fort Street, Suite 2001
Detroit, MI 48226
(313) 226-9772

_______________/s/________________
James R. Wade
Jill A. Ptacek
Michael D. Billiel
Trial Attorneys
Department of Justice
Antitrust Division
325 Seventh Street, N.W.
Suite 500
Washington, D.C. 20530
(202) 353-8730