Clarence McKee may be leaving Washington for his new home in Tampa, Fla., tomorrow, but the controversy generated by his role in one of the largest television deals ever will remain.

For McKee, a 44-year-old Washington lawyer best known for his editorials on WTTG-TV, Channel 5, the move to Tampa is part of a deal made in heaven that offers him the chance to become a millionaire and gain valuable experience in the broadcasting industry. The only hitch is that some observers are calling the deal a sham.

The debate centers on the recently completed $365 million sale of Tampa television station WTVT by Oklahoma City-based Gaylord Broadcasting Co. Gaylord sold the station to a corporation controlled by McKee and Nashville broadcast executive George Gillett under the Federal Communications Commission's minority tax certificate program.

The goal of the program is to encourage the sale of radio and television stations to minorities by giving a tax break to the seller. Since McKee is black, Gaylord received a tax certificate from the FCC that permits the company to defer tens of millions of dollars in taxes on gains from the sale of the station.

Because Gaylord received the tax break, the company was willing to sell the Tampa station to Gillett, an established operator of television stations, and McKee for about $100 million less than other bidders would have been required to pay, Wall Street sources said.

The critics are upset about the structure of the transaction. Although McKee put no money into the deal, he received 21 percent of the stock of the corporation that now owns WTVT and 51 percent of the voting shares. After two years, Gillett has the option to buy McKee's stake in the station for at least $1 million. If Gillett chooses not to exercise the option, McKee has the right to force Gillett to buy him out for $1 million.

McKee, Gillett and Gaylord are certainly not the only ones taking advantage of the FCC's minority tax certificate program. Since the program's inception in 1978, there have been 122 certificates granted. About two-thirds of the deals involved the sale of stations to blacks, with most of the others granted for sales to Hispanics.

Patti Grace Smith, chief of consumer assistance and small business for the FCC, said most of the certificates have been issued in connection with the sale of radio stations rather than television outlets. Recently, Capital Cities/ABC Inc. took advantage of the tax certificate program by selling broadcast properties to minority buyers as part of a divestiture program that followed its acquisition of ABC.

But as the size of deals has grown, so has the controversy. The WTVT sale, in which the minority partner has the option of pulling out at a big profit in two years, has attracted attention because it is the largest deal yet under the FCC's minority tax certificate program.

Some friends of the program fear that deals such as this one, rather than promoting increased minority ownership, merely allow one minority group member to make a quick million, while established white broadcasters such as Gaylord and Gillett save millions of dollars in taxes and acquisition costs. McKee counters that he intends to be active in the operation of the Tampa station for years and has no plans to sell his stake after two years.

"This is not a white contractor pulling in a black guy," McKee said. "People who are black are jealous. People in the broadcasting industry are jealous of George {Gillett} for doing it. This is so visible that it is a model for other blacks and Hispanics in the financial world. Everybody is going to watch Clarence under the microscope. The whole idea is not to run in and run out. Every black person who got near a deal like this {later} would get screwed and say, 'Look what Clarence did.' "

McKee, a former FCC lawyer who said he played a role in developing the tax certificate program in the 1970s, said the key to understanding the WTVT deal is the lack of access to capital that blacks face. He said that without a partner like Gillett, he would never be able to buy a major-market station. If he decides to sell his stake for $1 million, McKee said he can then use that money to invest in a station on his own or in partnership with other investors. McKee said the partnership with Gillett also will enable him to get experience in station management, one of the most important elements that lenders would consider before extending him credit to make future acquisitions.

"For somebody to speculate that maybe he will exercise the option and get $1 million and invest in more {broadcast} properties is rather superficial to say the least," Rep. Mickey Leland (D-Tex.) said. "Facades like that can damage the purpose of policies that give minorities the chance to participate in broadcasting. That is nothing but a sham. It appears to be a front operation. The policy that I advocate is one to truly get minorities and women in the business in a real sense and not just creating millionaires.

"I hope minorities who take advantage of the policies get substantially wealthy," Leland continued. "At the same time, I think in principle we are trying to get more minorities involved in the business in a long and persevering way. Members of Congress support me because they know I have a sincere interest in attracting more minorities to the business for the long term. I'm not trying to make people rich in the short term who happen to be minorities and women."

McKee and his supporters charge that those who are speaking out against the WTVT deal are jealous and misguided.

The minorities criticizing the deal "are jealous of Clarence McKee or jealous because they can't do it," said Pluria Marshall Sr., chairman of the National Black Media Coalition. "I glory in his fortunes. They should have eight or 10 deals a year like this. I just think it is a fantastic opportunity. They ought to be parading Clarence McKee up and down Connecticut Avenue saying this man figured it out and saying this is a big step forward and let's take advantage of it.

"Folks are upset because Clarence McKee, a conservative Republican, got this chance," Marshall said. "Most of the folks against this are liberal Democrats or they don't have enough vision to know a bonanza when it occurs. I can't tell you how proud I am of Clarence. He was in the right place at the right time, with the backbone to say I'll leave my law practice to go do this."

The FCC is in the midst of reviewing the constitutionality of programs that promote minority participation in broadcasting. At the same time, Leland and others have introduced legislation in Congress that would protect the programs.

Leland said he is concerned that the WTVT deal will be used by opponents to argue that minority preference programs are abused and do not promote greater long-term minority ownership of broadcast properties. He said the FCC must take some of the blame for approving the WTVT tax certificate without giving greater weight to the financial structure of the deal.

But Roderick Porter, deputy bureau chief of the FCC's mass media bureau, said the deal was examined closely before the tax certificate was granted. Porter said the FCC staff determined that it was consistent with the goal of increasing minority ownership of broadcast properties.

"We found it in the public interest after reviewing it," Porter said. "I guess that speaks for itself."

Whatever the merits of the policy debate, McKee certainly was in the right place at the right time, from a financial point of view. George Gillett met McKee several years ago. McKee was working at the Washington law firm of Pepper & Corazzini, which Gillett used for FCC matters. Gillett looked for a deal to team up with McKee on for three years before he found WTVT.

The WTVT transaction was structured by Gillett in close consultation with FCC officials. One FCC source said Gillett initially proposed an option to buy McKee's stake in WTVT for $1 million after only one year. The number of years in the option was increased to two, and certain other aspects of the option agreement were altered by Gillett, at the urging of FCC staff members, source said.

In addition to Leland, the WTVT tax certificate has been criticized by an attorney for the Cook Inlet Partnership, a wealthy Native Alaskan group that recently benefited from the tax certificate program when it purchased a New Haven, Conn., television station from Cap Cities. With a hint of self-interest, Charlie Firestone, a former FCC attorney who represents Cook Inlet, said deals like WTVT drive out "more bona fide purchasers, like my client."

"We do feel strongly this process should not be abused," Firestone said. "It is very likely there will be a temporary minority owner {McKee}. While he is in there, he has paper control of the company. He will be beholden to Gillett. The thing I want to urge is that the whole certificate program not be judged by this transaction. We hope there is a tightening to prevent future certificates of this kind."

No one knows for sure how long McKee will own his stake in WTVT, serve as the station's president and influence its editorial direction. Gillett may want to maintain the Tampa partnership with McKee, among other reasons, because his Nashville-based media company already owns 12 other television stations. FCC rules permit Gillett to own no more than 12 stations. Since McKee has control of the voting stock of WTVT, Gillett is not considered to be an owner of WTVT for FCC purposes, even though he owns 79 percent of the station's common stock.

Gillett has benefited substantially from his partnership with McKee. In a financing memorandum circulated by the investment banking firm Drexel Burnham Lambert Inc., Gillett says that the minority tax certificate enabled him to purchase WTVT from Gaylord at a bargain price.

"The $365 million purchase price for WTVT is approximately $135 million below {Gillett's} estimate of its market value," the memo says. "The $365 million price was acceptable to Gaylord because it will receive a minority tax certificate for the sale, potentially providing substantial deferral of its tax liability."

Under FCC rules, Gaylord must reinvest the proceeds from the sale of the station in the media industry within two years if it wants to take advantage of the tax break. Gaylord had owned the Tampa station for 30 years, purchasing it in 1956 for about $4 million. With its investment in the station quite low, Gaylord's potential tax liability from the sale could have exceeded $100 million, Wall Street sources said. Gaylord officials declined to comment about the minority tax certificate and the WTVT deal.

While McKee is in Tampa helping to run WTVT, the debate over the deal is expected to continue in Washington, where congressional hearings on minority tax certificates and related FCC matters have been scheduled. Thomas Hart, a Washington attorney who represents a group of investors that wants to buy Washington's WKYS-FM with the help of a minority tax certificate, said it is too early to pass final judgment on the WTVT deal.

"It is too early to tell, but my feeling is I have confidence in Gillett and Clarence McKee," Hart said. "In two years we can review the issue again. If it was a sham, everybody will know about it."