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In this paper, we use a noncooperative game approach to have distributed subchannel assignment, adaptive modulation, and power control for multi-cell OFDM networks. The goal is to minimize the overall transmitted power under each user's maximal power and minimal rate constraints. Our contribution is to model and solve this complicated problem by a distributed noncooperative game approach: Each user water-fills its power to different subchannels regarding other users' powers as interference. A noncooperative game is constructed for each user to compete with others. A method is constructed as a mediator (judge) for the game. From the simulation results, the proposed scheme reduces the overall transmitted power greatly compared with the fixed channel assignment algorithm and pure water-filling algorithm.