NEW YORK (CNN/Money) - Comcast Corp.'s $29.2 billion acquisition of AT&T Corp.'s cable operations was approved by the Federal Communications Commission on Wednesday, clearing the way for the creation of the nation's largest cable system with about 22 million customers.

The combination will give the new company, AT&T Comcast, about 40 percent of the nation's cable customers and about 28 percent of the consumers who pay for television through cable or satellite. The stock deal was worth $47 billion at the time it was announced in December 2001, but has declined to about half with the fall in AT&T and Comcast shares since then.

The FCC voted 3-1 for the deal over the objections of consumer groups, which filed a motion last week asking the agency to delay its decision. The groups claim the new cable powerhouse would limit customers' choices in television viewing and Internet access.

"The benefits of this transaction are considerable; the potential harms negligible," said a statement from FCC Chairman Michael Powell.

Top U.S. cable companies Company  Subscribers  AT&T Comcast  *21,800,000  AOL Time Warner  12,847,000  Charter Communications  6,783,900  Cox Communications  6,250,000  Adelphia Communications  5,453,000   * Comcast, currently the nation's third-largest cable operator with about 8.5 million subscribers, plans to acquire AT&T Broadband, the largest cable operator with 13.3 million subscribers, to form a new company with 21.8 million subscribers.  Source: NCTA

But the deal has received criticism from some consumer groups and satellite television operators.

"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," wrote FCC member Michael Copps in his lone dissent to the decision. "The more I review the issues at stake in this proposal, the more I am persuaded it should not go forward."

"This is the most significant public interest benefit of the transaction," said Powell's statement. "By the action we take today, the commission finally severs a complex relationship of intertwining programming and distribution assets that has plagued the commission for years."

The FCC decision is contingent on AT&T and Comcast selling their combined 25 percent ownership of Time Warner Entertainment. The three companies have already reached an agreement to end the joint venture.

The new company would control 29 percent of the market and have nearly twice as many customers as the No. 2 cable company, AOL Time Warner.

AT&T Broadband currently has about 40,000 employees and Comcast Corp.'s cable division has about 20,000. The two said last month as operations are merged, 1,700 jobs identified as redundant will be cut at AT&T Broadband's headquarters in Englewood, Colo.

Shares of AT&T (T: down $0.39 to $13.47, Research, Estimates) and Comcast (CMCSK: down $0.70 to $23.30, Research, Estimates) both lost ground Wednesday following the announcement.

CNN/Money is owned by AOL Time Warner (AOL: up $0.16 to $15.22, Research, Estimates).