IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF THE DISTRICT OF COLUMBIA

____________________________________

)

UNITED STATES OF AMERICA,	)

)

Plaintiff,	)

)

v.	)	Case No. 1:94CV02331 (TFH)

)	Filed: 2/29/99

MOTOROLA, INC. and	)

NEXTEL COMMUNICATIONS, INC.,	)

)

Defendants.	)

____________________________________)

MOTION OF THE UNITED STATES TO SEAL EXHIBIT 16 ATTACHED TO

THE MEMORANDUM OF THE UNITED STATES IN OPPOSITION

TO NEXTEL'S MOTION TO VACATE THE 1995 CONSENT DECREE

Plaintiff United States moves this Court pursuant to Local Court Rule 106(j)(1) for an order permitting the United States to seal the attached Exhibit 16, an attachment to the Memorandum of the United States to be filed in Opposition to Nextel's Motion to Vacate the 1995 Consent Decree scheduled to be filed on February 26, 1999.

Exhibit 16 is a memorandum that was attached to a premerger filing submitted by DLJ Merchant Banking Partners II, L.P. ("DLJ") to the Department of Justice Antitrust Division and the Federal Trade Commission under Section 7A of the Clayton Act, 15 U.S.C. § 18a, as added by Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"). Exhibit 16 analyzes Defendant Nextel's operations for the purpose of determining whether DLJ should invest in a joint venture to develop Defendant Nextel's 800 MHz licenses in second and third tier markets throughout the United States. The small portion of Exhibit 16 cited by Plaintiff United States does not contain confidential business information as defined in Rule 26(c)(7) of the Federal Rules of Civil Procedure.

However, the balance of Exhibit 16 contains material which arguably constitutes confidential business information belonging to Defendant Nextel and DLJ. Plaintiff United States is attaching Exhibit 16 in its entirety to allow the Court to gain a complete perspective on its contents. Because Exhibit 16 arguably contains sensitive business information belonging to Defendant Nextel and DLJ and is being submitted as an attachment to the United States' Memorandum in Opposition to Nextel's Motion to Vacate the 1995 Consent Decree, before the Court can enter the parties' Stipulated Protective Order, out of an abundance of caution, the United States respectfully moves this Court for an order permitting the United States to enter Exhibit 16 under seal for purposes of this proceeding.

Dated: February 26, 1999

Respectfully submitted,

FOR PLAINTIFF UNITED STATES:

/s/

Donald J. Russell

Chief, Telecommunications Task Force

/s/

Claude F. Scott, Jr. (D.C. Bar No. 414960)

Trial Attorney

Department of Justice

Telecommunications Task Force

1401 H Street, N.W., Suite 8000

Washington, DC 20530

(202) 514-5641