UNITED STATES DISTRICT COURT
                                  FOR THE DISTRICT OF COLUMBIA

____________________________________
UNITED STATES OF AMERICA,                          :
Department of Justice                              :
Antitrust Division                                 :
1401 H Street, N.W.                                :
Suite 3000                                         :
Washington, D.C. 20530                             : :
                       Plaintiff,                  :      Civil Action No.        1:01CV00771
                                                   : :
                            v.                     :      JUDGE:        Colleen Kollar-Kotelly
                                                   : : Filed: 04/11/2001
THE NEWS CORPORATION LIMITED,  :
2 Holt Street                                      :
Sydney, New South Wales                            :
Australia                                          :
                                                   :
FOX TELEVISION HOLDINGS, INC.,                     :
1999 S. Bundy Drive                                :
Los Angeles, California 90025                      :
                                                   :
                       and                         : :
CHRIS-CRAFT INDUSTRIES, INC.,                      :
767 Fifth Avenue                                   :
New York, New York 10153                           :
                                                           :
                       Defendants.                         :
                                                   :
                                                   :
____________________________________ :

                                     COMPLAINT FOR INJUNCTIVE RELIEF

        The United States of America, acting under the direction of the Attorney General of the

United States, brings this action to obtain equitable relief against the defendants to prevent the

proposed acquisition of Chris-Craft Industries, Inc. ("Chris-Craft") and its subsidiaries BHC



Communications, Inc. ("BHC") and United Television, Inc. ("United Television") by The News

Corporation Limited ("News Corp") and its subsidiary FOX Television Holdings, Inc. ("FOX").

The United States alleges as follows:

                         IN THE UNITED STATES DISTRICT COURT
                                FOR THE DISTRICT OF KANSAS


                                              )
UNITED STATES OF AMERICA,                     ))
                         Plaintiff,           ))           Civil Action No.: 99-1180-JTM
                v.                            ))
AMR CORPORATION,                              )
AMERICAN AIRLINES, INC., and                  )
AMR EAGLE HOLDING                             )
CORPORATION,                                  ))
                         Defendants.          )
_________________________________)

      UNITED STATES' OPPOSITION TO DEFENDANTS' MOTION TO COMPEL

        Plaintiff United States opposes the motion of defendants AMR Corporation, American Airlines,

Inc., and AMR Eagle Holding Corporation ("defendants" or "American") for an order  compelling an

answer to Interrogatory No. 2 of Defendants' First Set of Interrogatories, and responds as follows

conjunction with its accompanying Memorandum of Law.

        Relying largely on a recent decision from the United States District Court for the District

Delaware,  U.S. v. Dentsply Int'l, Inc., 187 F.R.D. 152 (D. Del. 1999), American propounded

Interrogatory No. 2, which calls for a recitation of the facts the government obtained in each

conducted in law enforcement investigations that are relevant to its claims against American.  With

exception of the Dentsply decision, the law is clear that what facts an attorney learned in a

interview conducted in anticipation of litigation is protected by the work-product doctrine. 

party cannot discover protected work-product contained in documents through interrogatories or

                                                    -1-



depositions.  Thus, defendants' claim that they are seeking only facts, and not work-product is

because it is the form in which they seek the facts -- on a witness-by-witness basis -- that

work-product doctrine.   As a result, American's motion should be denied.

                        IN THE UNITED STATES DISTRICT COURT
                              FOR THE DISTRICT OF KANSAS

                                          )
UNITED STATES OF AMERICA,                 ))
                       Plaintiff,         ))         Civil Action No.: 99-1180-JTM
               v.                         ))
AMR CORPORATION,                          )
AMERICAN AIRLINES, INC., and              )          FILED OCT 23, 2000
AMR EAGLE HOLDING                         )
CORPORATION,                              ))
                       Defendants.        )
_________________________________)


            MEMORANDUM IN SUPPORT OF  PLAINTIFF'S MOTION  FOR
            RECONSIDERATION OF THE COURT'S SEPTEMBER 28, 2000,
              ORDER GRANTING DEFENDANTS' MOTION TO REVIEW

       Plaintiff United States submits this memorandum in support of its Motion for

Reconsideration of the Court's September 28, 2000 Order Granting Defendants' Motion to

Review Magistrate Judge Humphreys' decision of June 13, 2000 ("September 28 Order").  The

United States no longer seeks the return of Professor Hovenkamp's October 2, 1998, Letter to

Joel Klein.  This motion is necessary, however, to correct the mistaken impression that Professor

Hovenkamp's 1999 revision to the Predation Section of his treatise, P. Areeda & H. Hovenkamp,

ANTITRUST LAW
                      ¶740 (Supp. 1999), changed in substance following his consultation with the

United States during the investigation of American Airlines.





PLAINTIFF'S MEMORANDUM IN SUPPORT OF MOTION FOR RECONSIDERATION -- 1



       American fostered this error by asserting in its reply brief that Professor Hovenkamp's

views regarding the variability of aircraft costs changed significantly between 1996 and 1999.

Contrary to American's claim, Professor Hovenkamp has long recognized that proper

                       IN THE UNITED STATES DISTRICT COURT
                             FOR THE DISTRICT OF KANSAS



UNITED STATES OF AMERICA, ))
                        Plaintiff,        ))          Civil Action No.:99-1180-JTM
               v.                         ))
AMR CORPORATION,                          )
AMERICAN AIRLINES, INC., and )
AMR EAGLE HOLDING                         )
CORPORATION,                              ))
                        Defendants.       )
______________________________)

                                  NOTICE OF DEPOSITION

TO:  CLERK OF THE COURT

       COUNSEL FOR DEFENDANTS
       Helene Jaffe
       Weil Gotshal & Manges L.L.P.
       767 Fifth Avenue
       New York, New York 10153

       PLEASE TAKE NOTICE that, pursuant to Fed. R. Civ. P. 45 and LR 30.1, plaintiff will

take the deposition upon oral examination, to be recorded by stenographic means and videotape,

of the witnesses at the listed times at the DFW International Airport Offices at DFW, Texas

75261.  If necessary, the depositions will be adjourned until completed.



Joe Lopano              August 15, 2000,  9:00 AM

Kevin Cox               August 15, 2000   11:00 AM



Dated: August 7, 2000

Respectfully submitted

COUNSEL FOR

PLAINTIFF UNITED STATES