It believed that the deal will also give AT&T Comcast, as the new company will be known, 28 percent of all cable or satellite pay TV customers in the US.
When announced in December 2001, the deal was worth an estimated US$47 billion, but deterioration in the market and the share price of both companies has brought estimates of the deal's worth back to less than half of the original value.
THE FCC approved the deal, saying it would not harm consumers and would promote broadband rollout.
"The benefits of this transaction are considerable; the potential harms negligible," FCC Chairman Michael Powell said in a statement.
The FCC voted three to one to approve the deal. Dissenting FCC member Michael Copps was vocal in his criticism of the proposal.
"The sheer economic power created by this mega-combination, and the opportunities for abuse that would accompany it, outweigh the very limited public interest benefits that either the applicants or the majority find here," he said.