OPINION OF THE COURT
This is a petition for review in which the petitioner, Meadville Master Antenna, Inc. (MMA), appeals from a Memorandum Opinion and Order of the Federal Communications Commission released May 6, 1969, denying petitioner’s request for waiver of the nonduplication provisions of section 74.1103(e) of the Rules of the Commission, 47 C.F.R. § 74.1103(e), adopted March 8, 1966.
Petitioner, MMA, is the owner and operator of a twelve-channel community antenna television system with 6200 subscribers, serving the City of Meadville, Pennsylvania, with a population of about 17.000, suburban and semi-rural adjacent areas with a population of about 6.000, and the boroughs of Conneaut Lake and Saegertown, Pennsylvania, with a population of about 3,000. Near the beginning of the present conflict in 1966, MMA was carrying the signals of two NBC affiliates, WICUTV, Channel 12 in Erie, Pennsylvania, and WFMJ-TV, Channel 21 in Youngstown, Ohio. WFMJ-TV lies about 45 miles southeast of Meadville and WICUTV lies approximately 30 miles north of Meadville.
Community antenna television systems receive distant signals by means of an antenna, amplify and relay them by cable to the sets of individual subscribing members who pay a fee for the service. First Report and Order, 38 F.C.C. 683, 684 (1963). CATV systems were intended to supplement free systems and have been utilized traditionally in com*284munities where rough terrain made off-the-air reception difficult or where sparse population made operation of a local station commercially unfeasible and so necessitated the importation of distant signals. Eventually, however, CATV systems began servicing communities already served through off-the-air reception of television signals. In response to concern expressed about the financial position of local stations faced with CATV competition, the Commission asserted jurisdiction over all CATV systems,1 conducted inquiries, and adopted rules covering their operations.2
The carriage provisions of the Rules of the Federal Communications Commission provide that a CATV system must carry upon request the signals of certain local stations. The non-duplication provisions3 of the rules contained in section 74.1103 provide that a CATV system, upon the demand of a qualifying station, must refrain from transmitting from stations with a lower priority or more distant signals programs which are also carried, at the same time or at another time on the same day, by the qualifying station.4
The relative priority of stations is determined by the signal strength contours placed over the CATV system’s service community.5 The Commission has pro*285vided in section 74.1109 for the waiver of the non-duplication provisions when the need of petitioner and the public interest so requires.
On June 1, 1966, WICU-TV requested petitioner MMA to provide program exclusivity for WICU-TV as against WFMJ-TV. WICU-TV has a predicted principal city (city grade) contour while WFMJ-TV has a predicted Grade B contour. MMA refused and, on July 1, 1966, filed a petition for waiver of the non-duplication rules on the grounds that (1) the signal strength of WICUTV’s signal was inferior or no better than the signal strength of WFMJ-TV in most of Meadville; (2) the signal quality of WICU-TV was substantially inferior to that of WFMJ-TV both in color and in black and white; (3) there was a community of interest between Meadville and Youngstown; and (4) the Commission’s long-standing policy of encouraging the development of UHF television favored waiver in this instance since WFMJ-TV is a UHF station and WICU-TV is a VHF station. On September 1, 1966, Lamb Communications, Inc., the licensee of WICU-TV and intervenor in this action, filed an Opposition to the Petition for Waiver and included an engineering report (hereinafter termed the Smith report), purporting to measure the strength and quality of the signals of the two stations.6 Field strength measurements were made at ten sites in the Meadville area. Interviews were conducted and observations of signal quality made at the stores of eight television dealers in the area. On October 24, 1966, the petitioner, MMA, filed a Reply to the Opposition of Lamb and included comments of TV dealers in the Meadville area and an Engineering Statement by Archie S. Taylor.7
On May 6, 1969, the Commission rejected MMA’s petition for waiver of the non-duplication provisions of the Commission’s rules.
Subsequently, MMA filed on June 5, 1969, a Petition for Reconsideration with an accompanying Motion to Stay.8 MMA later submitted a supplement to the petition, including a subscriber survey and a resolution of the Meadville City Council asking for reconsideration, on June 24, 1969.9
On September 2, 1970, the Federal Communications Commission released a Memorandum Opinion and Order rejecting MMA’s Petition for Reconsideration and Motion to Stay.10
*286Section 74.1109(c) (1) of the rules directs that a petition for waiver of the non-duplication rule shall set forth the “pertinent facts and considerations relied upon to demonstrate the need for the relief requested and to support a determination that a grant of such relief would serve the public interest.” See also Shen Heights TV Association, 11 F. C.C.2d 814 (1968). Petitioner, in this case, contends that waiver of the non-duplication rule is justified because the signal strength of WICU-TV is such that its predicted contour does not in fact encompass large sections of the community and is in fact equal to or inferior to that of WFMJ-TV and because the quality of both black and white and color signals of WICU-TV is substantially inferior to that of WFMJ-TV. WICU-TV, the party seeking non-duplication protection, had the burden of establishing the applicability of section 74.1103 of the rules. This burden was fulfilled, as here, by establishing the predicted contours of the stations and the manner in which the CATV system has failed to provide non-duplication protection. See Shen Heights TV Association, 11 F.C.C.2d 814, 816 (1968); Bluefield Television Cable, 10 F.C.C.2d 731, 732-33 (1967). Then, the burden shifted to the CATV operators to demonstrate either that the rule is inapplicable because the contour does not, in fact, encompass the community or that waiver of the rule is warranted because of facts and circumstances which override the public interest determinations underlying the rule. Shen Heights TV Association, 11 F.C.C.2d 814, 816 (1968). Here MMA raises the issue of signal intensity not in an effort to show that section 74.-1103 is inapplicable,11 but as one of the facts and circumstances which, it is claimed, justifies waiver of section 74.-1103. In its Second Report and Order, the Commission recognized signal intensity as a basis for waiver, stating “carriage will not be required where a sufficient showing is made that a predicted signal is not in fact present in the community, or that a good signal is not obtainable because of technical deficiencies on the part of the station.” Second Report and Order, 2 F.C.C.2d 725, 753 n. 40 (1966); see Bluefield Television Cable, 10 F.C.C.2d 731, 732 (1967). However, in a recent decision, the Commission added to the unfair competition and economic impact policies 12 underlying the non-duplication rule a third consideration, the allocations policy.13 Apparently relying on the new allocations policy, the Commission narrowed the “facts and circumstances” which can justify a waiver and stated:
* * * CATV, as an interstate communication by wire which makes integral use of TV broadcast signals and particularly affects the service areas of stations, must observe the carriage and nonduplication requirements of our rules even though a viewable off-the-air picture is not available in any part of the CATV community, and may obtain a waiver of these requirements only upon a substantial showing of unusual or exceptional circumstances justifying such action. Shen Heights TV Association, 11 F.C.C.2d 814, 818 (1968).
This limitation apparently refers only to attempts to justify waiver on the grounds of signal intensity. See Com*287munity Service, Inc. v. United States, 418 F.2d 709, 719-720 (6th Cir. 1969).14
MMA requests a waiver not only on the grounds of signal intensity but on the grounds of signal intensity combined with signal quality in black and white and in color. These considerations can, in our judgment, constitute “unusual or exceptional circumstances” justifying waiver.
As to signal strength, MMA alleged that the predicted contour of WICU-TV was not in fact present in large sections of the community.15 In its relatively lengthy engineering study (hereinafter termed the Taylor report), MMA contended that “the median field intensity for the entire inhabited part of the City of Meadville is less than 56 dBu; less than Grade B.” See App. 74.16 Thus, petitioner claims that the actual contour of WICU-TV for the inhabited part of Meadville is less than the actual contour of WFMJ-TV. However, the Commission, in its order of May 1, 1969, merely stated that “It is clear that WICU-TV is entitled to priority on the Meadville system on the basis of predicted signals, and the possibility of actual discrepancies does not, of itself, provide a basis for waiver of the program exclusivity requirement.” The Commission’s brief and conclusory reference to the “possibility of actual discrepancies” in response to MMA’s allegations, supported by detailed evidence, that there were actual discrepancies, is not complete enough to permit us to exercise our judicial function of review.
The Commission’s response to petitioner’s evidence that the signal quality of WICU-TV was substantially inferior to that of WFMJ-TV, both in black and white and in color, is likewise unacceptable.
In its section on signal quality, the Taylor report notes the opinion of “casual observors” and of the authors that there is a noticeable difference in picture quality between WFMJ-TV and WICU-TV. Then the report describes a series of tests made concerning relative picture quality.17 The Taylor report contended that as to black and white signal quality, the “WICU-TV signal as received in the area and at petitioner’s antenna site is such that reception of WICU-TV was subject to chronic ghosting and that in addition to chronic ghosting, the WICU-TV signal was such *288that there was a lack of definition and clarity in the picture to the point that the signal was noticeably inferior to that of WFMJ-TV.” See Petition for Reconsideration. Taylor report. The report also purported to establish that WICU-TV’s color signal was likewise inferior.18 The report also attempted to establish that the inferiority was not due to degradation of the WICU-TV signal by CATV, by testing the signals at the cable head end.19
Although intervenor submitted an RCA Proof of Performance statement indicating that the WICU-TV equipment was operating properly at its transmission site, this report did not purport to test signal quality at the crucial point, the head end of the cable system where the signal is received by the antennae of MMA and begins its journey through MMA’s cable to the receivers of subscribers.20
In the face of this evidence, the Commission, in its first Memorandum Opinion and Order, said nothing about black and white signal quality. Its comment as to the “possibility of actual discrepancies” in signal strength was not responsive to petitioner’s allegations with regard to signal quality. In its September 2, 1970, Memorandum Opinion and Order, the Commission though referring obliquely to signal quality, again did not mention or attempt to respond to the Taylor report’s data and conclusions with regard to black and white signal quality. It concluded that “[sjince acceptable off-the-air reception is apparently available to a portion of the viewing population, and there has been no substantial showing that an acceptable WICU-TV signal is not available at the cable headend, the viewer survey does not constitute a substantial showing of unusual circumstances that justify a waiver of the rules.”
*289Such terse and unilluminating conclusions represent an unsatisfactory response to the contentions and supporting evidence submitted by petitioner. Similarly unsatisfactory is the Commission’s response to petitioner’s contentions with regard to color quality.21 In the May 6 Opinion and Order, the Commission stated, “Although inferior color signal has been recognized as a possible basis for waiver in par. 62, Second Report and Order, this consideration is inapplicable where, as here, ‘the technical quality of the local signal [is] sufficiently good to permit satisfactory color reception on the cable.’ There has been no allegation that reception of WICU-TV falls below this level.”22 In its Opinion and Order of September 2, 1970, the Commission stated “* * * [concerning] the argument that WICU-TV’s color signal is subjectively less attractive than WFMJTV’s * * * we again hold that paragraph 62 of the Second Report and Order controls this situation, and that as long as color reception of WICU-TV is satisfactory waiver is not warranted. And petitioner has not persuaded us that WICU-TV’s signal is unsatisfactory.”
If this court is to properly exercise its judicial function of review, it is necessary that the Commission consider the evidence placed before it and set out its conclusions with supporting facts and reasons. Community Service, Inc. v. United States, 418 F.2d 709, 717 (6th Cir. 1969); Cable TV of Santa Barbara, Inc. v. Federal Communications Comm., 428 F.2d 672, 681-683 (9th Cir. 1970); cf. Greater Boston Television Corp. v. Federal Communications Comm., 143 U. S.App.D.C. -, 444 F.2d 841 (1970).23 *290Nowhere does the Commission mention the Taylor engineering study or offer any analysis of its contents that could guide this court in its review of the Commission’s treatment of this most important part of petitioner’s evidence. The Commission gave no indication that it considered the evidence contained in the Taylor report submitted by petitioner as to signal strength or as to black and white or color signal quality. This it must do.’ Community Service, Inc. v. United States, 418 F.2d 709, 716 (6th Cir. 1969). Moreover, the Commission must set forth a “brief statement of the grounds for denial.” 5 U.S.C. § 555(e). That statement must contain conclusions which are responsive to the evidence placed before it as to signal strength and as to black and white and color signal quality, and must contain the reasons upon which the conclusions are based. Community Service, Inc. v. United States, 418 F.2d 709, 717 (6th Cir. 1969); West Michigan Telecasters, Inc. v. F. C. C., 130 U.S.App.D.C. 39, 396 F. 2d 688, 691 (1968).
We do not think the Commission has fulfilled this obligation in its two opinions. Its conclusory, one-sentence re-
sponses referring to the “possibility of actual discrepancies” in signal strength or to the lack of a “substantial showing” of an “acceptable” signal at the cable head end or to “satisfactory color reception” are not acceptable. There is “no justifiable basis for the Commission’s sweeping aside” with a few unenlightening phrases the fully supported allegations of petitioner. See Presque Isle TV Co. v. United States, 387 F.2d 502, 507-508 (1st Cir. 1967). The Commission, guided by the technical expertise at its command, may have good reason to find the evidence submitted in the Taylor report unconvincing.
However, if there are fatally defective weaknesses in the evidence offered by petitioner, the Commission must disclose the nature of the defects. It must state with specificity its objections to the showing made by petitioner and not rely on conclusory and undefined terms such as “acceptable” and “satisfactory.” We have before us the Taylor engineering study which appears on its face to offer such support for petitioner’s position as to permit us to say, particularly when we also consider petitioner’s other evidence,24 that petitioner *291has satisfied its burden of proof on the issue of waiver. See Shen Heights TV Association, 11 F.C.C.2d 814 (1968). We do not think anything submitted by petitioner or explained in the Commission’s opinions overcomes the showing that intervenor has made. For the reasons stated, including the failure to state “the grounds for denial” and the absence of support for its action in the record when read as a whole, the summary denial of these petitions constitutes unreasonable and illegal action by the Commission. See 5 U.S.C. §§ 702 and 706; cf. Universal Camera Corp. v. National Labor Relations Board, 340 U. S. 474, 71 S.Ct. 456, 95 L.Ed. 456 (1951).
For the foregoing reasons, we will set aside the May 1969 Commission order and remand the case to the Commission so that it may set forth in detail its conclusions and the reasons for them on the issues of signal strength, as well as on black and white and color signal quality.