ALLBRITTON COMMUNICATIONS CO, 10-Q, 1999-08-16

ALLBRITTON COMMUNICATIONS CO
10-Q, 1999-08-16
TELEVISION BROADCASTING STATIONS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended Commission file number:
June 30, 1999 333-02302

ALLBRITTON COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)

Delaware 74-180-3105
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

808 Seventeenth Street, N.W.
Suite 300
Washington, D.C. 20006-3903
(Address of principal executive offices)

Registrant's telephone number, including area code: 202-789-2130

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No

Number of shares of Common Stock outstanding as of August 16, 1999: 20,000
shares.

<PAGE>

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING ITEM 2 "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT ARE NOT HISTORICAL FACTS AND INVOLVE A
NUMBER OF RISKS AND UNCERTAINTIES. THERE ARE A NUMBER OF FACTORS THAT COULD
CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN
SUCH FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, WITHOUT LIMITATION, THE
COMPANY'S OUTSTANDING INDEBTEDNESS AND ITS HIGH DEGREE OF LEVERAGE; THE
RESTRICTIONS IMPOSED ON THE COMPANY BY THE TERMS OF THE COMPANY'S INDEBTEDNESS;
THE HIGH DEGREE OF COMPETITION FROM BOTH OVER-THE-AIR BROADCAST STATIONS AND
PROGRAMMING ALTERNATIVES SUCH AS CABLE TELEVISION, WIRELESS CABLE, IN-HOME
SATELLITE DISTRIBUTION SERVICE AND PAY-PER-VIEW AND HOME VIDEO AND ENTERTAINMENT
SERVICES; THE IMPACT OF NEW TECHNOLOGIES; CHANGES IN FEDERAL COMMUNICATIONS
COMMISSION REGULATIONS; THE VARIABILITY OF THE COMPANY'S QUARTERLY RESULTS AND
THE COMPANY'S SEASONALITY; AND THE UNCERTAINTY ASSOCIATED WITH THE IMPACT OF
YEAR 2000 ISSUES ON THE COMPANY, ITS CUSTOMERS, ITS VENDORS AND OTHERS WITH WHOM
IT DOES BUSINESS.

ALL WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY ARE
EXPRESSLY QUALIFIED BY THE FOREGOING CAUTIONARY STATEMENTS.

READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS WHICH REFLECT MANAGEMENT'S VIEW ONLY AS OF THE DATE HEREOF. THE
COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULT OF ANY REVISIONS
TO THESE FORWARD-LOOKING STATEMENTS WHICH MAY BE MADE TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.

<PAGE>

ALLBRITTON COMMUNICATIONS COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION PAGE

Item 1. Financial Statements:

Consolidated Statements of Operations and Retained Earnings
for the Three and Nine Months Ended June 30, 1998 and 1999 1

Consolidated Balance Sheets as of September 30, 1998 and
June 30,1999 2

Consolidated Statements of Cash Flows for the Nine Months
Ended June 30, 1998 and 1999 3

Notes to Interim Consolidated Financial Statements 4

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 5

Item 3. Quantitative and Qualitative Disclosures About Market Risk 13

PART II OTHER INFORMATION

Item 1. Legal Proceedings 14

Item 6. Exhibits and Reports on Form 8-K 14

Signatures 15

Exhibit Index 16

<PAGE>

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>

ALLBRITTON COMMUNICATIONS COMPANY
(an indirectly wholly-owned subsidiary of Perpetual Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Dollars in thousands)
(unaudited)

Three Months Ended Nine Months Ended
June 30, June 30,
--------------------- -------------------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues, net $ 49,360 $ 49,026 $ 139,753 $ 143,377
------ ------ ------- -------

Television operating expenses, excluding
depreciation and amortization 25,593 27,282 78,942 82,010
Depreciation and amortization 4,731 4,217 13,838 12,783
Corporate expenses 1,173 1,119 3,270 3,328
------ ------ ------- -------
31,497 32,618 96,050 98,121
------ ------ ------- -------

Operating income 17,863 16,408 43,703 45,256
------ ------ ------- -------

Nonoperating income (expense)
Interest income
Related party 553 609 1,659 1,870
Other 85 53 1,027 209
Interest expense (10,822) (10,570) (33,823) (31,415)
Other, net (151) (285) (721) (908)
------ ------ ------- -------
(10,335) (10,193) (31,858) (30,244)
------ ------ ------- -------
Income before income taxes and
extraordinary item 7,528 6,215 11,845 15,012

Provision for income taxes 3,851 2,736 5,984 6,540
------ ------ ------- -------

Income before extraordinary item 3,677 3,479 5,861 8,472

Extraordinary loss on early repayment of debt,
net of related income tax benefit of $3,176 - - (5,155) -
------ ------ ------- -------

Net income 3,677 3,479 706 8,472

Retained earnings, beginning of period 41,864 50,419 44,835 45,426
------ ------ ------- -------

Retained earnings, end of period $ 45,541 $ 53,898 $ 45,541 $ 53,898
====== ====== ======== ========

See accompanying notes to interim consolidated financial statements.

</TABLE>
Page 1
<PAGE>
<TABLE>

ALLBRITTON COMMUNICATIONS COMPANY
(an indirectly wholly-owned subsidiary of Perpetual Corporation)

CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30,
September 30, 1999
1998 (unaudited)
------------- ------------
<S> <C> <C>
Assets

Current assets
Cash and cash equivalents $ 13,849 $ 8,813
Accounts receivable, net 33,568 39,672
Program rights 17,199 4,042
Deferred income taxes 1,706 1,706
Interest receivable from related party 492 1,045
Other 2,003 2,528
-------- -------
Total current assets 68,817 57,806

Property, plant and equipment, net 47,559 47,472
Intangible assets, net 144,804 140,551
Deferred financing costs and other 10,856 9,944
Cash surrender value of life insurance 5,648 6,661
Program rights 1,837 1,172
------- -------

$ 279,521 $ 263,606
======= =======

Liabilities and Stockholder's Investment

Current liabilities
Current portion of long-term debt $ 1,436 $ 1,609
Accounts payable 2,648 3,302
Accrued interest payable 11,156 7,781
Program rights payable 20,249 8,547
Accrued employee benefit expenses 4,860 4,207
Other accrued expenses 4,257 4,885
------- -------
Total current liabilities 44,606 30,331

Long-term debt 428,255 428,444
Program rights payable 1,722 1,392
Deferred rent and other 3,436 3,347
Accrued employee benefit expenses 1,977 2,098
Deferred income taxes 3,301 4,975
------- -------
Total liabilities 483,297 470,587
------- -------

Stockholder's investment
Preferred stock, $1 par value, 800 shares authorized,
none issued - -
Common stock, $.05 par value, 20,000 shares authorized,
issued and outstanding 1 1
Capital in excess of par value 6,955 6,955
Retained earnings 45,426 53,898
Distributions to owners, net (256,158) (267,835)
------- -------
Total stockholder's investment (203,776) (206,981)
------- -------

$ 279,521 $ 263,606
======= =======

See accompanying notes to interim consolidated financial statements.

</TABLE>
Page 2
<PAGE>
<TABLE>

ALLBRITTON COMMUNICATIONS COMPANY
(an indirectly wholly-owned subsidiary of Perpetual Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited) Nine Months Ended
June 30,
--------------------
1998 1999
---- ----
<S> <C> <C>

Cash flows from operating activities:
Net income $ 706 $ 8,472
------ ------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 13,838 12,783
Other noncash charges 952 942
Extraordinary loss on early repayment of debt 5,155 -
Provision for doubtful accounts 438 330
Gain on disposal of assets (135) (1)
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (5,567) (6,434)
Program rights 11,879 13,822
Interest receivable from related party (553) (553)
Other current assets 330 (525)
Other noncurrent assets (420) (956)
Increase (decrease) in liabilities:
Accounts payable (1,007) 654
Accrued interest payable (2,651) (3,375)
Program rights payable (13,553) (12,032)
Accrued employee benefit expenses (98) (532)
Other accrued expenses (100) 628
Deferred rent and other liabilities (24) (89)
Deferred income taxes 2,217 1,674
------ -------
10,701 6,336
------ -------
Net cash provided by operating activities 11,407 14,808
------ -------

Cash flows from investing activities:
Capital expenditures (7,168) (6,950)
Proceeds from disposal of assets 316 36
------ -------
Net cash used in investing activities (6,852) (6,914)
------ -------

Cash flows from financing activities:
Proceeds from issuance of debt 150,000 -
Deferred financing costs (4,481) -
Prepayment penalty on early repayment of debt (5,842) -
Draws (repayments) under lines of credit, net (12,700) -
Principal payments on long-term debt and capital lease obligations (123,962) (1,253)
Distributions to owners, net of certain charges (89,744) (182,868)
Repayments of distributions to owners 80,756 171,191
-------- -------
Net cash used in financing activities (5,973) (12,930)
-------- -------

Net decrease in cash and cash equivalents (1,418) (5,036)
Cash and cash equivalents, beginning of period 7,421 13,849
------- -------
Cash and cash equivalents, end of period $ 6,003 $ 8,813
======== ========

Non-cash investing and financing activities:
Equipment acquired under capital leases $ 341 $ 1,528
======== ========

See accompanying notes to interim consolidated financial statements.

</TABLE>

Page 3
<PAGE>

ALLBRITTON COMMUNICATIONS COMPANY
(an indirectly wholly-owned subsidiary of Perpetual Corporation)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(unaudited)

NOTE 1 - The accompanying unaudited interim consolidated financial statements of
Allbritton Communications Company (an indirectly wholly-owned subsidiary of
Perpetual Corporation) and its subsidiaries (collectively, the "Company") have
been prepared pursuant to instructions for Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in conformity with generally
accepted accounting principles have been omitted or condensed where permitted by
regulation. In management's opinion, the accompanying financial statements
reflect all adjustments, which were of a normal recurring nature, and
disclosures necessary for a fair presentation of the consolidated financial
statements for the interim periods presented. The results of operations for the
three and nine months ended June 30, 1999 are not necessarily indicative of the
results that can be expected for the entire fiscal year ending September 30,
1999. The interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
for the year ended September 30, 1998 which are contained in the Company's Form
10-K.

NOTE 2 - For the nine months ended June 30, 1998 and 1999, distributions to
owners were as follows:

<TABLE>

1998 1999
---- ----
<S> <C> <C>

Distributions to owners, beginning of period $237,354 $256,158

Cash advances 92,800 187,636
Repayment of cash advances (80,756) (171,191)
Charge for Federal and state income taxes (395) (4,768)
------- -------

Distributions to owners, end of period $249,003 $267,835
======= =======

Weighted average amount of non-interest bearing
advances outstanding during the period $228,782 $242,839
======= =======
</TABLE>

Page 4
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

(Dollars in thousands)

Overview
Allbritton Communications Company and its subsidiaries (on a consolidated basis,
the "Company") own and/or program ABC network-affiliated television stations
serving seven diverse geographic markets: WJLA-TV in Washington, D.C.; WHTM-TV
in Harrisburg, Pennsylvania; KATV in Little Rock, Arkansas; KTUL in Tulsa,
Oklahoma; WSET-TV in Lynchburg, Virginia; WCIV in Charleston, South Carolina;
and WCFT-TV in Tuscaloosa, Alabama (west of Birmingham, Alabama). The Company
also programs the ABC network affiliate WJSU-TV in Anniston, Alabama (east of
Birmingham, Alabama) pursuant to the terms of a local marketing agreement, and
owns a low power television station licensed to Birmingham, Alabama (WBMA-LP).
The Company operates WCFT-TV and programs WJSU-TV in tandem with WBMA-LP serving
the viewers of Birmingham, Tuscaloosa and Anniston.

The Company's advertising revenues are generally highest in the first and third
quarters of each fiscal year, due in part to increases in retail advertising in
the period leading up to and including the holiday season and active advertising
in the spring. The fluctuation in the Company's operating results is generally
related to fluctuations in the revenue cycle. In addition, advertising revenues
are generally higher during election years due to spending by political
candidates, which is typically heaviest during the Company's first fiscal
quarter. Years in which Olympic Games are held also cause cyclical fluctuations
in operating results depending on which television network is carrying Olympic
coverage.

As compared to the same period in the prior fiscal year, the Company's results
of operations for the three months ended June 30, 1999 principally reflect
decreased political advertising revenues and increased programming expenses in a
majority of the Company's markets as well as increased operating expenses in
Washington, D.C, partially offset by continued audience and market share gains
in Birmingham.

For the nine months ended June 30, 1999, the Company's results of operations
principally reflect increased political advertising revenues in a majority of
the Company's markets as well as continued audience and market share gains in
Birmingham, partially offset by decreased demand by advertisers in the
Washington, D.C. market and increased programming expenses in a majority of the
Company's markets. The nine-month comparative results are also impacted by the
effect of the Company's $150,000 offering of its 8.875% Senior Subordinated
Notes due 2008 (the "8.875% Notes") during the second quarter of the prior
fiscal year. The cash proceeds of the offering, net of offering expenses, of
approximately $146,000 were used to redeem the Company's 11.5% Senior
Subordinated Debentures due 2004 (the "11.5% Debentures") on March 3, 1998 with
the balance used to repay certain amounts outstanding under the Company's
revolving credit facility. The Company incurred a loss, net of the related
income tax effect, of $5,155 on the early extinguishment of the 11.5% Debentures
resulting primarily from the payment of a call premium and write-off of
remaining deferred financing costs.

Page 5
<PAGE>

Results of Operations

Set forth below are selected consolidated financial data for the three and nine
months ended June 30, 1998 and 1999 and the percentage change between the
periods:
<TABLE>

Three Months Ended June 30, Nine Months Ended June 30,
--------------------------- --------------------------
Percent Percent
1998 1999 Change 1998 1999 Change
------- ------- ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>

Operating revenues, net $49,360 $49,026 -0.7% $139,753 $143,377 2.6%
Total operating expenses 31,497 32,618 3.6% 96,050 98,121 2.2%
------ ------ -------- --------
Operating income 17,863 16,408 -8.1% 43,703 45,256 3.6%
Nonoperating expenses, net 10,335 10,193 -1.4% 31,858 30,244 -5.1%
Income tax provision 3,851 2,736 -29.0% 5,984 6,540 9.3%
------ ------ -------- --------
Income before
extraordinary item 3,677 3,479 -5.4% 5,861 8,472 44.5%
Extraordinary loss, net
of income tax benefit - - - 5,155 - -
------ ------ -------- --------
Net income $ 3,677 $ 3,479 -5.4% $ 706 $ 8,472 1100.0%
====== ====== ======== ========
</TABLE>

Net Operating Revenues
The following table depicts the principal types of operating revenues, net of
agency commissions, earned by the Company for each of the three and nine months
ended June 30, 1998 and 1999, and the percentage contribution of each to the
total broadcast revenues earned by the Company, before fees:

<TABLE>

Three Months Ended June 30, Nine Months Ended June 30,
--------------------------- --------------------------
1998 1999 1998 1999
---- ---- ---- -----
Dollars Percent Dollars Percent Dollars Percent Dollars Percent
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Local/regional <F1> $24,849 48.6 $25,220 49.8 $ 70,648 48.8 $ 71,504 48.3
National <F2> 20,958 41.0 21,272 42.0 58,421 40.4 58,763 39.7
Network compensation <F3> 1,682 3.3 1,645 3.2 4,738 3.3 4,534 3.1
Political <F4> 1,169 2.3 83 0.2 2,139 1.5 4,010 2.7
Trade & barter <F5> 2,034 4.0 2,072 4.1 6,115 4.2 6,116 4.1
Other revenue <F6> 394 0.8 357 0.7 2,554 1.8 3,156 2.1
------- ----- ------ ---- ------- ----- ------ -----
Broadcast revenues 51,086 100.0 50,649 100.0 144,615 100.0 148,083 100.0
===== ===== ===== =====
Fees <F7> (1,732) (1,652) (4,876) (4,739)
------- ------ -------- -------
Broadcast revenue,
net of fees 49,354 48,997 139,739 143,344
Non-Broadcast revenue <F8> 6 29 14 33
------ ------- -------- --------
Total net operating revenues $49,360 $49,026 $139,753 $143,377
====== ====== ======= =======

<FN>

<F1> Represents sale of advertising time to local and regional advertisers or
agencies representing such advertisers.

<F2> Represents sale of advertising time to agencies representing national
advertisers.

<F3> Represents payment by networks for broadcasting or promoting network
programming.

<F4> Represents sale of advertising time to political advertisers.

<F5> Represents value of commercial time exchanged for goods and services
(trade) or syndicated programs (barter).

<F6> Represents miscellaneous revenue, principally receipts from tower rental,
production of commercials and revenue from the sales of University of
Arkansas sports programming to advertisers and radio stations.

<F7> Represents fees paid to national sales representatives and fees paid for
music licenses.

<F8> Represents revenues from program syndication sales and other miscellaneous
non-broadcast revenues.
</FN>
</TABLE>

Page 6
<PAGE>

Net operating revenues for the three months ended June 30, 1999 totaled $49,026,
a decrease of $334, or 0.7% when compared to net operating revenues of $49,360
for the three months ended June 30, 1998. This decrease resulted principally
from decreased political advertising demand in all of the Company's markets,
almost fully offset by increased local/regional and national advertising revenue
in the Company's Birmingham market which was achieved through continued audience
and market share gains.

Net operating revenues increased $3,624, or 2.6%, to $143,377 for the nine
months ended June 30, 1999 as compared to $139,753 for the same period in the
prior fiscal year. This year-to-date increase principally resulted from
increased political advertising demand in the majority of the Company's markets
as well as increased local/regional and national advertising revenue in the
Birmingham and Little Rock markets, partially offset by decreased advertising
demand in the Washington, D.C. market.

Local/regional advertising revenues increased 1.5% and 1.2% during the three and
nine months ended June 30, 1999, respectively, versus the comparable periods in
Fiscal 1998. The increase for the three months ended June 30, 1999 of $371 over
the three months ended June 30, 1998 was primarily attributable to continued
market share gains and increased local/regional advertising revenue in the
Birmingham market and an improvement in the Little Rock and Harrisburg
local/regional advertising markets, partially offset by a weakening in the
Washington, D.C. local/regional advertising market. The $856 increase in
local/regional advertising revenues for the nine-month period ended June 30,
1999 over the comparable period in the prior fiscal year was primarily
attributable to market share gains in Birmingham and an improvement in the
Harrisburg and Little Rock local/regional advertising markets, partially offset
by a weakening in the Washington, D.C. market for local/regional advertisers.

National advertising revenues increased $314 and $342, or 1.5% and 0.6%, for the
three and nine months ended June 30, 1999, respectively, over the comparable
periods in Fiscal 1998. The increase for the three months ended June 30, 1999
was primarily the result of improvement in the Washington, D.C. national
advertising market combined with market share gains in the Birmingham market,
partially offset by a weakening in the Harrisburg and Lynchburg markets for
national advertisers. The increase for the nine-month period ended June 30, 1999
was principally attributable to an improvement in the Little Rock national
advertising market and market share gains in Birmingham, partially offset by a
weakening in the Washington, D.C. and Harrisburg markets for national
advertisers.

Political advertising revenues decreased $1,086, or 92.9%, for the three months
ended June 30, 1999 as compared to the same period in Fiscal 1998. The decrease
was largely attributable to local political races that took place in the
Birmingham and Little Rock markets during the third quarter of Fiscal 1998 with
no comparable political races during the third quarter of Fiscal 1999. For the
nine-month period ended June 30, 1999, political advertising revenues increased
by $1,871, or 87.5% from the nine months ended June 30, 1998. This increase was
due primarily to various high-profile local political races in many of the
Company's markets that took place during the first quarter of Fiscal 1999 with
no comparable political elections occurring during the same period in Fiscal
1998, partially offset by the decrease for the third quarter of Fiscal 1999.

No individual advertiser accounted for more than 5% of the Company's broadcast
revenues during the three or nine months ended June 30, 1998 or 1999.

Page 7
<PAGE>

Total Operating Expenses
Total operating expenses for the three months ended June 30, 1999 totaled
$32,618, an increase of $1,121, or 3.6%, compared to total operating expenses of
$31,497 for the three-month period ended June 30, 1998. This increase was
primarily the result of an increase in television operating expenses, excluding
depreciation and amortization, of $1,689, partially offset by a $514 decrease in
depreciation and amortization expense.

Total operating expenses for the nine-month period ended June 30, 1999 totaled
$98,121, an increase of $2,071, or 2.2%, compared to $96,050 for the nine months
ended June 30, 1998. This increase was primarily the result of an increase in
television operating expenses, excluding depreciation and amortization, of
$3,068, partially offset by a $1,055 decrease in depreciation and amortization
expense.

Television operating expenses, excluding depreciation and amortization,
increased $1,689 and $3,068, or 6.6% and 3.9%, for the three and nine months
ended June 30, 1999, respectively, as compared to the same periods in Fiscal
1998. These expense increases were primarily attributable to increased
programming expenses across a majority of the Company's stations as well as
increased news and related promotional expenses at the Company's Washington,
D.C. station during the second and third fiscal quarters.

Depreciation and amortization expenses decreased $514 and $1,055, or 10.9% and
7.6%, for the three and nine months ended June 30, 1999, respectively, as
compared to the same periods in Fiscal 1998. These decreases were principally
the result of decreased depreciation from the facility construction and
equipment purchases in Birmingham during Fiscal 1996.

Operating Income
For the three months ended June 30, 1999, operating income of $16,408 decreased
$1,455, or 8.1%, when compared to operating income of $17,863 for the three
months ended June 30, 1998. For the three months ended June 30, 1999, the
operating margin decreased to 33.5% from 36.2% for the comparable period in
Fiscal 1998. The decreases in operating income and margin were the result of
slightly decreased net operating revenues and increased operating expenses as
discussed above.

Operating income of $45,256 for the nine months ended June 30, 1999 increased
$1,553, or 3.6%, when compared to operating income of $43,703 for the same
period in the prior fiscal year. For the nine months ended June 30, 1999, the
operating margin increased to 31.6% from 31.3% for the comparable period in the
prior fiscal year. The increases in operating income and margin were the result
of net operating revenues increasing at a greater rate than operating expenses
as discussed above.

Nonoperating Expenses, Net
Interest expense of $10,570 for three months ended June 30, 1999 decreased $252,
or 2.3%, as compared to $10,822 for the three-month period ended June 30, 1998.
The decrease was related to lower average debt balances during the three months
ended June 30, 1999.

Page 8
<PAGE>

Interest expense for the nine months ended June 30, 1999 was $31,415, a decrease
of $2,408, or 7.1%, as compared to $33,823 for the nine-month period ended June
30, 1998. This decrease was principally due to the incremental interest expense
in the prior fiscal year associated with carrying both the newly-issued 8.875%
Notes and the 11.5% Debentures from January 22, 1998 until the redemption of the
11.5% Debentures on March 3, 1998 after the redemption notice period was
completed as well as the reduced weighted average interest rate on debt during
Fiscal 1999 as a result of the Company's refinancing of its 11.5% Debentures.

The average balance of debt was $453,660 and $434,250 for the nine months ended
June 30, 1998 and 1999, respectively, and the weighted average interest rate on
debt was 9.8% and 9.4% for the nine months ended June 30, 1998 and 1999,
respectively. The decreased average debt balance during Fiscal 1999 was due to
carrying both the newly-issued 8.875% Notes and the 11.5% Debentures from
January 22, 1998 until the redemption of the 11.5% Debentures on March 3, 1998
after the redemption notice period was completed. Had the Company redeemed the
11.5% Debentures on January 22, 1998, the average balance of debt and the
weighted average interest rate on debt would have been $429,060 and 9.7%,
respectively, for the nine months ended June 30, 1998.

Interest income of $662 for the three months ended June 30, 1999 increased $24,
or 3.8%, as compared to interest income of $638 for the three months ended June
30, 1998. Interest income for the nine months ended June 30, 1999 was $2,079, a
decrease of $607, or 22.6%, as compared to $2,686 for the nine-month period
ended June 30, 1998. The decrease in interest income for the nine-month period
was due to interest earned in the prior fiscal year from temporarily investing
the majority of the proceeds from the issuance of the 8.875% Notes for the
period from January 22, 1998 until March 3, 1998 at which time the Company
redeemed the 11.5% Debentures.

Income Taxes
The provision for income taxes for the three months ended June 30, 1999 totaled
$2,736, a decrease of $1,115, or 29.0%, when compared to the provision for
income taxes of $3,851 for the three months ended June 30, 1998. The decrease is
directly related to the $1,313, or 17.4%, decrease in the Company's income
before income taxes and extraordinary item as well as a reduction in the
Company's overall effective income tax rate in Fiscal 1999.

For the nine months ended June 30, 1999, the provision for income taxes
increased $556, or 9.3% when compared to the same period in the prior fiscal
year due to a $3,167, or 26.7% increase in income before income taxes and
extraordinary item, partially offset by a reduction in the Company's overall
effective income tax rate in Fiscal 1999.

Income Before Extraordinary Item
Income before extraordinary item of $3,479 for the three months ended June 30,
1999 decreased $198, or 5.4%, when compared to income before extraordinary item
of $3,677 for the same period in the prior fiscal year. This decrease was the
result of decreased operating income for the three months ended June 30, 1999,
as discussed above. For the nine months ended June 30, 1999, income before
extraordinary item of $8,472 increased $2,611, or 44.5%, when compared to income
before extraordinary item of $5,861 for the nine months ended June 30, 1998.
This increase was the result of increased operating income as well as decreased
interest expense for the nine months ended June 30, 1999, as discussed above.

Page 9
<PAGE>

Net Income
The net income for the three months ended June 30, 1999 was $3,479 as compared
to net income of $3,677 for the three months ended June 30, 1998 due to the
factors discussed above.

For the nine months ended June 30, 1999, the Company recorded net income of
$8,472 as compared to net income of $706 for the nine-month period ended June
30, 1998. This increase in net income reflects the $5,155 extraordinary loss on
early repayment of debt resulting primarily from the payment of a call premium
and write-off of remaining deferred financing costs in the prior fiscal year and
the improved results for Fiscal 1999 as discussed above.

Balance Sheet
Significant balance sheet fluctuations from September 30, 1998 to June 30, 1999
consisted of increased accounts receivable, offset by decreases in cash, program
rights and program rights payable. In addition, distributions to owners
increased as a result of net cash advances made during the nine months ended
June 30, 1999. The increase in accounts receivable was the result of growth in
operating revenues as well as the seasonality of the Company's revenue cycle.
The decreases in program rights and program rights payable reflect the annual
cycle of the underlying program contracts.

Liquidity and Capital Resources
As of June 30, 1999, the Company's cash and cash equivalents aggregated $8,813,
and the Company had an excess of current assets over current liabilities of
$27,475.

Cash Provided by Operations. The Company's principal source of working capital
is cash flow from operations and borrowings under its revolving credit facility.
As reported in the consolidated statements of cash flows, the Company's net cash
provided by operating activities was $11,407 and $14,808 for the nine months
ended June 30, 1998 and 1999, respectively. The increase was primarily due to a
$2,611 increase in income before extraordinary item during the first nine months
of Fiscal 1999 as compared to the same period of Fiscal 1998.

Transactions with Owners. For the nine months ended June 30, 1998 and 1999, the
Company made cash advances to owners, net of repayments and certain charges,
totaling $11,649 and $11,677, respectively. The Company periodically makes
advances in the form of distributions to its parent. At present, the primary
source of repayment of the net advances is through the ability of the Company to
pay dividends or make other distributions to its parent, and there is no
immediate intent for the advances to be repaid. Accordingly, these advances have
been treated as a reduction of Stockholder's Investment and described as
"distributions" in the Company's consolidated financial statements.

Stockholder's deficit amounted to $206,981 at June 30, 1999, an increase of
$3,205, or 1.6%, from the September 30, 1998 deficit of $203,776. The increase
was due to a net increase in distributions to owners of $11,677, offset by net
income for the period of $8,472.

Page 10
<PAGE>

Indebtedness. The Company's total debt, including the current portion of
long-term debt, increased from $429,691 at September 30, 1998 to $430,053 at
June 30, 1999. This debt, net of applicable discounts, consists of $274,022 of
9.75% Debentures, $150,000 of 8.875% Notes and $6,031 of capital lease
obligations at June 30, 1999. The increase of $362 in total debt from September
30, 1998 to June 30, 1999 was primarily due to a net increase in capital lease
obligations. As of September 30, 1998 and June 30, 1999, there were no amounts
outstanding under the Company's $40,000 revolving credit facility. The revolving
credit facility is secured by the pledge of stock of the Company and its
subsidiaries and matures April 16, 2001.

Under the existing borrowing agreements, the Company is subject to restrictive
covenants that place limitations upon payments of cash dividends, issuance of
capital stock, investment transactions, incurrence of additional obligations and
transactions with affiliates. In addition, the Company must maintain specified
levels of operating cash flow (as defined in the underlying borrowing
agreements) and working capital and comply with other financial covenants.
Compliance with the financial covenants is measured at the end of each quarter,
and as of June 30, 1999, the Company was in compliance with those financial
covenants.

Other Uses of Cash. The Company anticipates that capital expenditures for Fiscal
1999 will approximate $11,000, which includes approximately $2,000 for
completion of the project to enable WJLA to simultaneously broadcast its
programming over its second channel authorized to transmit a digital television
signal. Other Fiscal 1999 capital expenditures include improvements and an
expansion to the Company's Tulsa office and studio facility and technical
equipment improvements across the Company's television stations. Capital
expenditures during the nine months ended June 30, 1999 totaled $8,478, of which
$1,528 was financed through capital lease transactions.

The Company anticipates that its existing cash position, together with cash
flows generated by operating activities and amounts available under its
revolving credit facility will be sufficient to finance the operating cash flow
requirements of its stations, debt service requirements and anticipated capital
expenditures.

Year 2000 Compliance
The Year 2000 issue, common to most companies, results from computer programs,
computer equipment and embedded microprocessors using two digits rather than
four to define the applicable year. Computer applications and equipment that use
date-sensitive software or date-sensitive embedded microprocessors may recognize
a date of "00" as the year 1900 rather than the year 2000. As the Company relies
on various technologies throughout its business operations, the Year 2000 issue
could result in a system failure or miscalculations causing disruption of
operations.

The Company has undertaken various initiatives to ensure that its operational
and financial reporting systems and equipment with embedded technology will
function properly with respect to dates in the Year 2000 and thereafter. The
Company is progressing through a comprehensive plan which includes the following
phases: (i) identification of mission-critical operating systems and
applications; (ii) inventory of all applications and equipment at risk of being
date sensitive to the Year 2000; (iii) assessment and evaluation of Year 2000
issues; (iv) system modification, upgrade or replacement; (v) testing; and (vi)
development of contingency plans in the event that modifications, upgrades and
replacements are not completed timely or do not fully remediate the Year 2000
issues.

Page 11
<PAGE>

To implement the plan, the Company has established Year 2000 teams from each of
its television stations that are responsible for analyzing the Year 2000 impact
on operations and for formulating appropriate strategies to resolve the Year
2000 issues. The Company has generally completed the identification, inventory
and assessment phases and is actively managing projects in the remediation,
testing and contingency planning phases of the Year 2000 plan. The Company's
plan also includes contacting significant third parties in an effort to
determine the state of their Year 2000 readiness as all computer software
utilized by the Company as well as the majority of the Company's programming is
obtained from third parties. The Company has undertaken formal communications
with its significant vendors and service providers and is monitoring responses
and implementing additional follow-up measures as necessary.

The Company's plan of remediation includes a combination of installing new
applications and equipment, upgrading existing applications and equipment,
retiring obsolete systems and equipment and confirming significant third party
compliance. A summary of certain of the Company's mission-critical systems
follows:

The Company receives network and first-run syndicated programming via satellite.
The Company's receipt of that programming is dependent upon the ABC television
network and program syndicators resolving their Year 2000 issues. Based upon
communications from the ABC television network, the Company does not currently
anticipate any disruptions in receiving programming from ABC. The Company is
continuing to make inquiries of program syndicators as to their Year 2000
status. In the event of any programming disruptions, the Company has certain
alternative programming options that it would plan to consider.

The Company uses advertising inventory management software to manage, schedule
and bill advertising at each of the Company's television stations. This software
is licensed from a single vendor that has warranted the system for Year 2000
compliance and advised the Company of the satisfactory completion of a Year 2000
test of the software by other users.

The Company utilizes equipment and software to automate the insertion of
advertising into program breaks. This equipment and software at certain of the
Company's television stations is in the process of being upgraded in order to be
Year 2000 compliant. The Company expects to complete installation of the
upgrades by the end of Fiscal 1999. Failure of this software or equipment would
not materially disrupt the Company's business operations as this process can
also be performed manually.

The Company uses various broadcast and studio equipment to produce and transmit
its broadcast signals. The Company is currently communicating with third party
vendors and testing the equipment with respect to embedded technology. The
results of the procedures thus far have given the Company no reason to believe
that the equipment will not continue to function after 1999. If such procedures
indicate that any of the equipment will be impacted by the Year 2000 issue,
upgrades or replacements will be necessary.

To date, costs toward achieving Year 2000 compliance, including capital
expenditures, have not been material to the Company's results of operations, its
cash flow or its financial position, and such costs are not expected to be
material in Fiscal 1999 or 2000. Based on the status of the Company's assessment
to date, which is incomplete and ongoing, costs of the Company's Year 2000 plan,
including those incurred to date, are currently expected not to exceed $2,000.
Such costs have been, and are expected to be, principally for capital
expenditures for replacement

Page 12
<PAGE>

systems. These systems generally provide enhanced capabilities and functionality
as well as Year 2000 compliance. The costs will be funded with cash provided by
operations. This estimate assumes that third party vendors have accurately
assessed the compliance of their products and that they will successfully
correct issues in non-compliant products. The Company does not separately track
internal costs associated with the Year 2000 issue; however, such costs are not
considered to be significant and principally relate to payroll costs of existing
engineering personnel. The Company believes that none of its other significant
information technology projects has been delayed as a result of the Year 2000
compliance efforts.

Although the Company has not adopted a formal overall contingency plan as of the
present time, it has assessed, and will continue to assess, alternatives and
other specific contingency plans at the individual project level as highlighted
above.

The Company may discover additional Year 2000 issues, including that remediation
or contingency plans are not feasible or that the costs of such plans exceed
current expectations. In many cases, the Company is relying on assurances from
third parties that their systems or that new or upgraded systems acquired by the
Company will be Year 2000 compliant. The failure of systems of the Company or
third parties could cause a material disruption in the Company's business
operations. In addition, disruptions in the general economy as a result of the
Year 2000 issue could lead to a reduction of advertising spending which could
adversely affect the Company. The Company will continue to evaluate the nature
of these risks, but at this time management is unable to determine the
probability that any such risk will occur, or if it does occur, what the nature,
length or other effects, if any, it may have on the Company.

The Company will continue to fulfill the elements of its Year 2000 plan in order
to mitigate the impact that any Year 2000 issues may have on the Company. While
there can be no assurance that the Company's systems or equipment or those of
third parties on which the Company relies will be Year 2000 compliant in a
timely manner or that the Company's or third parties' contingency plans will
mitigate the effects of any noncompliance, management believes that it has an
effective program to resolve the Year 2000 issue in a timely manner and that its
Year 2000 issues will be remediated.

The information set forth above is deemed by the Company to constitute "Year
2000 Statements" and to contain "Year 2000 Readiness Disclosure" within the
meaning of the "Year 2000 Information and Readiness Act."

Other Matters

Effective August 11, 1999, the Company's network affiliation agreements with ABC
were amended. Under the amendments, ABC will, during the next three years,
provide the Company's stations with additional primetime inventory, limited
participation rights in a new cable television "soap" channel, and enhanced
program exclusivity and commercial inventory guarantees in exchange for reduced
annual network compensation, the return of certain Saturday morning inventory
from the stations, and more flexibility in repurposing of ABC programming.
Management believes that reduced network compensation from ABC under the
amendments will be largely offset by revenue generated from the sale of the
additional primetime inventory received from ABC and that these amendments will,
therefore, not have a material effect on the Company's annual net operating
revenues.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Page 13
<PAGE>

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company currently and from time to time is involved in litigation incidental
to the conduct of its business. The Company is not currently a party to any
lawsuit or proceeding which, in the opinion of management, if decided adverse to
the Company, would be likely to have a materially adverse effect on the
Company's consolidated financial condition, results of operations or cash flows.

Item 6. Exhibits and Reports on Form 8-K

a. Exhibits

See Exhibit Index on pages 16-18.

b. Reports on Form 8-K

No reports on Form 8-K were filed during the quarter.

Page 14
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

ALLBRITTON COMMUNICATIONS COMPANY

(Registrant)

August 16, 1999 /s/ Lawrence I. Hebert
--------------- ----------------------
Date Name: Lawrence I. Hebert
Title: Chairman and Chief Executive
Officer

August 16, 1999 /s/ Stephen P. Gibson
--------------- ---------------------
Date Name: Stephen P. Gibson
Title: Chief Financial Officer

Page 15
<PAGE>

EXHIBIT INDEX

Exhibit No. Description of Exhibit Page No.

3.1 Certificate of Incorporation of ACC. (Incorporated by *
reference to Exhibit 3.1 of Company's Registration Statement
on Form S-4, No. 333-02302, dated March 12, 1996)

3.2 Bylaws of ACC. (Incorporated by reference to Exhibit *
3.2 of Registrant's Registration Statement on Form
S-4, No. 333-02302, dated March 12, 1996)

4.1 Indenture dated as of February 6, 1996 between ACC and *
State Street Bank and Trust Company, as Trustee,
relating to the Debentures. (Incorporated by reference
to Exhibit 4.1 of Company's Registration Statement on
Form S-4, No. 333-02302, dated March 12, 1996)

4.2 Indenture dated as of January 22, 1998 between ACC and State *
Street Bank and Trust Company, as Trustee, relating to the
Notes. (Incorporated by reference to Exhibit 4.1 of
Company's Registration Statement on Form S-4, No. 333-45933,
dated February 9, 1998)

4.3 Form of 9.75% Series B Senior Subordinated Debentures due *
2007. (Incorporated by reference to Exhibit 4.3 of
Company's Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996)

4.4 Revolving Credit Agreement dated as of April 16, 1996 by and *
among Allbritton Communications Company certain Banks, and
The First National Bank of Boston, as agent. (Incorporated
by reference to Exhibit 4.4 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 14, 1996)

4.5 Modification No. 1 dated as of June 19, 1996 to Revolving *
Credit Agreement. (Incorporated by reference to Exhibit 4.5
of Company's Quarterly Report on Form 10-Q, No. 333-02302,
dated May 15, 1997)

4.6 Modification No. 2 dated as of December 20, 1996 to *
Revolving Credit Agreement. (Incorporated by reference to
Exhibit 4.6 of Company's Quarterly Report on Form 10-Q, No.
333-02302, dated May 15, 1997)

4.7 Modification No. 3 dated as of May 14, 1997 to Revolving *
Credit Agreement. (Incorporated by reference to Exhibit 4.7
of Company's Quarterly Report on Form 10-Q, No. 333-02302,
dated May 15, 1997)

Page 16
<PAGE>

4.8 Modification No. 4 dated as of September 30, 1997 to *
Revolving Credit Agreement. (Incorporated by reference to
Exhibit 4.8 of Company's Form 10-K, No. 333-02302, dated
December 22, 1997)

10.1 Network Affiliation Agreement (Harrisburg Television, Inc.). *
(Incorporated by reference to Exhibit 10.3 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)

10.2 Side Letter Amendment to Network Affiliation Agreement
(Harrisburg Television, Inc.) dated August 10, 1999.

10.3 Network Affiliation Agreement (First Charleston Corp.). *
(Incorporated by reference to Exhibit 10.4 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)

10.4 Side Letter Amendment to Network Affiliation Agreement
(First Charleston Corp.) dated August 10, 1999.

10.5 Network Affiliation Agreement (WSET, Incorporated). *
(Incorporated by reference to Exhibit 10.5 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)

10.6 Side Letter Amendment to Network Affiliation Agreement
(WSET, Incorporated) dated August 10, 1999.

10.7 Network Affiliation Agreement (WJLA-TV). (Incorporated by *
reference to Exhibit 10.6 of Company's Pre-effective
Amendment No. 1 to Registration Statement on Form S-4, dated
April 22, 1996)

10.8 Side Letter Amendment to Network Affiliation Agreement
(WJLA-TV) dated August 10, 1999.

10.9 Network Affiliation Agreement (KATV Television, Inc.). *
(Incorporated by reference to Exhibit 10.7 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)

10.10 Side Letter Amendment to Network Affiliation Agreement (KATV
Television, Inc.) dated August 10, 1999.

10.11 Network Affiliation Agreement (KTUL Television, Inc.). *
(Incorporated by reference to Exhibit 10.8 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)

10.12 Side Letter Amendment to Network Affiliation Agreement (KTUL
Television, Inc.) dated August 10, 1999.

Page 17
<PAGE>
10.13 Network Affiliation Agreement (TV Alabama, Inc.). *
(Incorporated by reference to Exhibit 10.9 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)

10.14 Amendment to Network Affiliation Agreement (TV Alabama, *
Inc.) dated January 23, 1997. (Incorporated by reference to
Exhibit 10.15 to the Company's Form 10-Q, No. 333-02302,
dated February 14, 1997)

10.15 Side Letter Amendment to Network Affiliation Agreement
(TV Alabama, Inc.) dated August 10, 1999.

10.16 Tax Sharing Agreement effective as of September 30, 1991 by *
and among Perpetual Corporation, ACC and ALLNEWSCO, Inc.,
amended as of October 29, 1993. (Incorporated by reference
to Exhibit 10.11 of Company's Registration Statement on Form
S-4, No. 333-02302, dated March 12, 1996)

10.17 Second Amendment to Tax Sharing Agreement effective as of *
October 1, 1995 by and among Perpetual Corporation, ACC and
ALLNEWSCO, Inc. (Incorporated by reference to Exhibit 10.9
of the Company's Form 10-K, No. 333-02302, dated December
22, 1998)

10.18 Time Brokerage Agreement dated as of December 21, 1995 by *
and between RKZ Television, Inc. and ACC. (Incorporated by
reference to Exhibit 10.11 of Company's Registration
Statement on Form S-4, No. 333-02302, dated March 12, 1996)

10.19 Option Agreement dated December 21, 1995 by and between ACC *
and RKZ Television, Inc. (Incorporated by reference to
Exhibit 10.12 of Company's Registration Statement on Form
S-4, No. 333-02302, dated March 12, 1996)

10.20 Amendment dated May 2, 1996 by and among TV Alabama, Inc., *
RKZ Television, Inc. and Osborn Communications Corporation
to Option Agreement dated December 21, 1995 by and between
ACC and RKZ Television, Inc. (Incorporated by reference to
exhibit 10.13 of Company's Form 10-K, No. 333-02302, dated
December 30, 1996)

10.21 Master Lease Finance Agreement dated as of August 10, 1994 *
between BancBoston Leasing, Inc. and ACC, as amended.
(Incorporated by reference to Exhibit 10.16 of Company's
Registration Statement on Form S-4, No. 333-02302, dated
March 12, 1996)

Page 18
<PAGE>

10.22 Pledge of Membership Interests Agreement dated as of *
September 30, 1997 by and among ACC; KTUL, LLC; KATV, LLC;
WCIV, LLC; and BankBoston, N.A. as Agent. (Incorporated by
reference to Exhibit 10.16 of Company's Form 10-K, No.
333-02302, dated December 22, 1997)

10.23 $20,000,000 Promissory Note of ALLNEWSCO, Inc. payable to *
KTUL, LLC. (Incorporated by reference to Exhibit 10.16 of
Company's Form 10-K, No. 333-02302, dated December 22,
1998)

27. Financial Data Schedule (Electronic Filing Only)
- ----------------
*Previously filed

Page 19
<PAGE>

<ARTICLE> 5
<LEGEND>
ALLBRITTON COMMUNICATIONS COMPANY
FINANCIAL DATA SCHEDULE
IN ACCORDANCE WITH ITEM 601(C)
OR REGULATIONS S-K AND S-B

(In thousands)

This schedule contains summary financial information extracted from the
Consolidated Statement of Operations and Retained Earnings for the nine months
ended June 30, 1999 and the Consolidated Balance Sheet as of June 30, 1999 and
is qualified in its entirety by reference to such consolidated financial
statements.

</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 8,813
<SECURITIES> 0
<RECEIVABLES> 41,159
<ALLOWANCES> 1,487
<INVENTORY> 0
<CURRENT-ASSETS> 57,806
<PP&E> 144,237
<DEPRECIATION> 96,765
<TOTAL-ASSETS> 263,606
<CURRENT-LIABILITIES> 30,331
<BONDS> 424,022
<COMMON> 1
0
0
<OTHER-SE> (206,982)
<TOTAL-LIABILITY-AND-EQUITY> 263,606
<SALES> 0
<TOTAL-REVENUES> 143,377
<CGS> 0
<TOTAL-COSTS> 98,121
<OTHER-EXPENSES> 908
<LOSS-PROVISION> 330
<INTEREST-EXPENSE> 31,415
<INCOME-PRETAX> 15,012
<INCOME-TAX> 6,540
<INCOME-CONTINUING> 8,472
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,472
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>

June 30, 1999

Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006

Re: KATV/Little Rock, AR

Dear Robert:

If approved by your station, this document will constitute a side
letter amendment to the existing affiliation agreement between American
Broadcasting Companies, Inc. (hereinafter, "ABC" or "Network") and your station
(hereinafter, the "Amendment"). ABC reserves the right to terminate this
Amendment if comparable side letter amendments have not been accepted by
non-owned ABC-affiliated stations representing 66% coverage of the country by
July 16, 1999.

I. INVENTORY SWAP/NFL CONTRIBUTION

A. 8 Additional Primetime Spots per Wee k to Your Station from
Network:

1. 2 "A" program spots per week

2 4 "B" program spots per week

3. 2 "C" program spots per week

4. Dividing the Network's weekly primetime program schedule
into one-thirds, the "A" spots shall come from spots
appearing in the top rated one-third, the "B" spots shall
come from spots appearing in the middle rated one-third, and
the "C" spots shall come from spots in the lowest rated
one-third of the Network's primetime program schedule. The
allocation and placement of the spots will be made within 60
days prior to the start of each new Network television
season.

B. To Network from Your Station

1. A total annual payment by your station of $292,639. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.

2. 10 Children's spots per week.

C. Children's Clearances:

Your station shall maintain its current level and time period
scheduling of Children's clearances. ABC warrants that during the
three year term of the agreement, the Network will continue to
provide the quantity of educational and informational programming
that satisfies the FCC's Children's television rules (currently
three hours per week) and that Network-supplied commercial matter
in all Children's programming will not exceed FCC restrictions.
ABC will indemnify and hold your station harmless against any
breach by the Network of the Children's program and commercial
content warranty.

D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.

E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:

1. The Network agrees that it will afford your station
commercial units of the same number and length and with
substantially the same placement as during the 1998-1999
Network television season. The Network will also add the two
(2) units per hour of inventory for your station to auto
racing, golf and horse racing as set out in the body of Pat
Fili's June 4, 1999 letter. (A copy of that letter is
attached).

2. Network agrees that apart from the program categories listed
in the body of Pat Fili's June 4, 1999 letter, and except as
might arise in the enforcement or negotiation of individual
contracts, Network will continue to offer your station the
same cash compensation currently offered.

3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.

II. SOAP CHANNEL PARTICIPATION

A. Soap Channel Cable Service Revenue Sharing:

1. Your station, along with other affiliates accepting the
terms set forth herein (including ABC Owned Stations) will
have an economic participation in The Soap Channel Cable
Service by receiving one of the following annual
distributions, whichever is greater:

a. $0.01/month per revenue-generating Soap Channel
subscriber in the affiliate's market.
b. 15% of total annual subscriber revenue generated in the
affiliate's market capped at $0.03 per
revenue-generating sub/month.
c. 10% of total subscriber revenue generated in the
affiliate's market, without a cap.
d. 15% of annual net profits generated in the affiliate's
market.

2. The term "market" means your station's DMA. Revenues
generated in a DMA adjacent to that of an ABC affiliate but
in which no ABC affiliated station exists shall be credited
to an ABC station or stations outside that DMA based upon
their respective viewing shares in that DMA.

3. The term "cable service" includes the distribution of
programming by any video delivery system now known or
hereafter devised, including, but not limited to, television
stations, satellite, wireless, telephone and cable systems.

4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.

5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.

6. The term "Soap Channel Cable Service" means that programming
service that was announced by ABC on April 8, 1999. If that
service is partially owned by ABC or is merged with the Soap
Channel announced by Sony, the affiliate participation in
annual net profits as set out in paragraph II. A.(1)(d) will
be diluted in the same proportion as ABC's interest in the
service. Affiliate participation under the formula set out
in paragraph II. A.(1)(a)-(c) will not be subject to
dilution or reduction.

B. Daytime Clearances:

Your station shall maintain current level and time period
scheduling of clearances for the following ABC Soaps: General
Hospital, All My Children, One Life To Live and Port Charles, or
for any replacement soap opera programming.

C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.

D. Term:

1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.

2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.

III. EXCLUSIVITY

A. Entertainment:

1. Series: ABC will not repurpose any Primetime Entertainment
series episode within 180 days of the end of its original
airing on the Network or the expiration of that television
season (Sept.-Sept.), whichever is earlier. (In no event
will ABC repurpose any such series episode within 90 days of
the end of its original airing on the Network.)

2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.

3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.

4. ABC will not promote the repurposed Entertainment
programming prior to its original airing on the Network. ABC
will obtain contractual commitments from licensees imposing
the same promotion limitations, but ABC will have no
liability to affiliates in the event of a breach by such
licensee.

5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.

B. Sports:

1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.

2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.

3. Highlights: ABC will continue to be free to use highlights
drawn from any Sports program anytime after its original
airing on the Network. The term "highlight" is defined by
reference to custom and practice within the broadcast
industry.

C. News:

1. ABC has immediate and unrestricted repurposing rights for
breaking news coverage unless it has preempted Network
programming for such coverage in which case it will have
unrestricted repurposing rights immediately following the
preemption of Network programming for such coverage.

2. ABC will not repurpose any "hard" News program (e.g., WNT &
Nightline) within 4 hours of the end of its original airing
on the Network, and any timely News program (e.g., GMA)
within 2 hours of the end of its original airing on the
Network. Upon request by ABC, affiliates will not repurpose
in the same time period in which ABC is airing "hard" News
any News program content that has been provided by ABC.

3. ABC will not repurpose any "soft" News program (e.g.,
Newsmagazines) in its entirety within 60 days of the end of
its original airing on the Network. ABC may repurpose
excerpts of any Newsmagazine program within 60 days after
the end of its original airing on the Network if the new
program does not contain more than 50% of any one original
Newsmagazine program and the original Newsmagazine program
titles are not used unless modified (e.g., "Best of 20/20").

4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.

D. Daytime:

1. ABC has immediate and unrestricted repurposing right for its
soaps as provided for herein. ABC will limit its repurposing
of its soaps to the Soap Channel Cable Service unless and
until the launch of such channel fails. In the event that
ABC repurposes its soaps apart from the Soap Channel Cable
Service, your station will be entitled to an economic
participation from such repurposing by receiving an annual
distribution based on 15% of annual net profits generated by
such repurposing in your station's market. For the purposes
of this paragraph only "net profits" means gross revenue
less any direct out of pocket costs incurred by ABC in
repurposing its soaps. The term "direct out of pocket costs"
means amounts paid by ABC to third parties specifically and
solely for the repurposing of the soap operas (e.g. third
party participations, residuals, rights clearance costs and
the like). The term excludes amounts paid to Disney/ABC, any
of their respective subsidiaries or any of their employees,
save residuals or third party participations that may be
owed to such employees. The calculation of net profits as
set out in this paragraph will be subject to independent
audit. The provision of this paragraph related to ABC's
repurposing soaps apart from a Soap Channel Cable Service
and the right of your station to an economic participation
in such repurposing shall be subject to the term limitations
set out in paragraph E below.

2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.

E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.

IV. FURTHER FLEXIBILITY

The parties recognize that ABC may wish to repurpose certain
programming in a manner that is at variance with the limitations set
forth above. Your station authorizes the Network's Affiliate Board to
act fully on your behalf to accept or reject ABC's requests for such a
variance and agrees that neither the Affiliate Board nor those acting
on its behalf will be liable to you for the decisions it makes to
accept or reject a variance. The Affiliate Board will be required to
meet with ABC promptly upon receiving a request for such a variance,
and will not act unreasonably in withholding its approval.

V. MISCELLANEOUS

1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.

2. The exclusivity provisions prohibit repurposing by any video
delivery system now known or hereafter devised, including,
but not limited to, television stations, satellite,
wireless, telephone and cable systems.

3. The prohibition against and the contractual provisions
restricting the pre-promotion of Entertainment programming
(as set out in paragraph III.A (4)) apply as well to all
other program classifications, e.g., news and sports.

4. If comparable side letter amendments are accepted by the
requisite number of affiliates, then as to those accepting
affiliates ABC agrees not to implement before August 1, 2002
any of the measures outlined in the attachment to Pat Fili's
June 4, 1999 letter entitled "1999-2000 Season Format
Adjustments", except the compensation reduction outlined in
the body of that letter which will be implemented as to all
affiliates. With respect to any affiliates who do not accept
such a comparable side letter agreement, ABC reserves all of
its rights including the measures outlined in the attachment
to the letter.

5. If ABC should desire to program or create a channel that is
designed to repurpose a significant portion of any class of
ABC Network programming that involves the creation of an
asset, ABC agrees to enter into good faith negotiations
about affiliate financial participation in such asset but
ABC shall be under no legally enforceable obligation to come
to agreement with affiliates about any such participation.

6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.

7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.

8. This Amendment shall be governed by New York Law.

* * *

<PAGE>

If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.

Very truly yours,

/s/ John L. Rouse

John L. Rouse
Senior Vice President
Affiliate Relations

Accepted and Agreed To:

KATV/Little Rock, AR

By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------

<PAGE>

June 30, 1999

Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006

Re: KTUL/Tulsa, OK

Dear Robert:

If approved by your station, this document will constitute a side letter
amendment to the existing affiliation agreement between American Broadcasting
Companies, Inc. (hereinafter, "ABC" or "Network") and your station (hereinafter,
the "Amendment"). ABC reserves the right to terminate this Amendment if
comparable side letter amendments have not been accepted by non-owned
ABC-affiliated stations representing 66% coverage of the country by July 16,
1999.

I. INVENTORY SWAP/NFL CONTRIBUTION

A. 8 Additional Primetime Spots per Week to Your Station from
Network:

1. 2 "A" program spots per week

2 4 "B" program spots per week

3. 2 "C" program spots per week

B. To Network from Your Station

1. A total annual payment by your station of $286,029. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.

2. 10 Children's spots per week.

C. Children's Clearances:

D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.

E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:

3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.

II. SOAP CHANNEL PARTICIPATION

A. Soap Channel Cable Service Revenue Sharing:

4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.

5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.

B. Daytime Clearances:

C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.

D. Term:

1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.

2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.

III. EXCLUSIVITY

A. Entertainment:

2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.

3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.

5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.

B. Sports:

1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.

2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.

C. News:

4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.

D. Daytime:

2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.

E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.

IV. FURTHER FLEXIBILITY

V. MISCELLANEOUS

1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.

2. The exclusivity provisions prohibit repurposing by any video
delivery system now known or hereafter devised, including, but
not limited to, television stations, satellite, wireless,
telephone and cable systems.

3. The prohibition against and the contractual provisions
restricting the pre-promotion of Entertainment programming (as
set out in paragraph III.A (4)) apply as well to all other
program classifications, e.g., news and sports.

4. If comparable side letter amendments are accepted by the
requisite number of affiliates, then as to those accepting
affiliates ABC agrees not to implement before August 1, 2002 any
of the measures outlined in the attachment to Pat Fili's June 4,
1999 letter entitled "1999-2000 Season Format Adjustments",
except the compensation reduction outlined in the body of that
letter which will be implemented as to all affiliates. With
respect to any affiliates who do not accept such a comparable
side letter agreement, ABC reserves all of its rights including
the measures outlined in the attachment to the letter.

5. If ABC should desire to program or create a channel that is
designed to repurpose a significant portion of any class of ABC
Network programming that involves the creation of an asset, ABC
agrees to enter into good faith negotiations about affiliate
financial participation in such asset but ABC shall be under no
legally enforceable obligation to come to agreement with
affiliates about any such participation.

6. In the event that your station's existing affiliation agreement
imposes greater clearance obligations than set forth herein,
those clearance obligations will continue to apply.

7. The provisions of your station's existing affiliation agreement
relating to the application of FCC rules to clearance commitments
will continue to apply.

8. This Amendment shall be governed by New York Law.

* * *

<PAGE>

If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.

Very truly yours,

/s/ John L. Rouse

John L. Rouse
Senior Vice President
Affiliate Relations

Accepted and Agreed To:

KTUL/Tulsa, OK

By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------

<PAGE>

June 30, 1999

Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006

Re: WCFT/Tuscaloosa, AL

Dear Robert:

I. INVENTORY SWAP/NFL CONTRIBUTION

A. 8 Additional Primetime Spots per Week to Your Station from
Network:

1. 2 "A" program spots per week

2 4 "B" program spots per week

3. 2 "C" program spots per week

B. To Network from Your Station

1. A total annual payment by your station of $397,196. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.

2. 10 Children's spots per week.

C. Children's Clearances:

D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.

E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:

3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.

II. SOAP CHANNEL PARTICIPATION

A. Soap Channel Cable Service Revenue Sharing:

4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.

5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.

B. Daytime Clearances:

C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.

D. Term:

1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.

2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.

III. EXCLUSIVITY

A. Entertainment:

2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.

3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.

5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.

B. Sports:

1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.

2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.

C. News:

4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.

D. Daytime:

2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.

E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.

IV. FURTHER FLEXIBILITY

V. MISCELLANEOUS

1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.

6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.

7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.

8. This Amendment shall be governed by New York Law.

* * *

<PAGE>

If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.

Very truly yours,

/s/ John L. Rouse

John L. Rouse
Senior Vice President
Affiliate Relations

Accepted and Agreed To:

WCFT/Tuscaloosa, AL

By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------

<PAGE>

June 30, 1999

Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006

Re: WCIV/Charleston, SC

Dear Robert:

I. INVENTORY SWAP/NFL CONTRIBUTION

A. 8 Additional Primetime Spots per Week to Your Station from
Network:

1. 2 "A" program spots per week

2 4 "B" program spots per week

3. 2 "C" program spots per week

B. To Network from Your Station

1. A total annual payment by your station of $130,396. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.

2. 10 Children's spots per week.

C. Children's Clearances:

D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.

E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:

3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.

II. SOAP CHANNEL PARTICIPATION

A. Soap Channel Cable Service Revenue Sharing:

a. $0.01/month per revenue-generating Soap Channel
subscriber in the affiliate's market.

b. 15% of total annual subscriber revenue generated in the
affiliate's market capped at $0.03 per
revenue-generating sub/month.

c. 10% of total subscriber revenue generated in the
affiliate's market, without a cap.

d. 15% of annual net profits generated in the affiliate's
market.

4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.

5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.

B. Daytime Clearances:

C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.

D. Term:

1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.

2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.

III. EXCLUSIVITY

A. Entertainment:

2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.

3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.

5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.

B. Sports:

1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.

2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.

C. News:

4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.

D. Daytime:

2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.

E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.

IV. FURTHER FLEXIBILITY

V. MISCELLANEOUS

1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.

6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.

7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.

8. This Amendment shall be governed by New York Law.

* * *

<PAGE>

If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.

Very truly yours,

/s/ John L. Rouse

John L. Rouse
Senior Vice President
Affiliate Relations

Accepted and Agreed To:

WCIV/Charleston, SC

By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------

<PAGE>

June 30, 1999

Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006

Re: WHTM/Harrisburg

Dear Robert:

I. INVENTORY SWAP/NFL CONTRIBUTION

A. 8 Additional Primetime Spots per Week to Your Station from
Network:

1. 2 "A" program spots per week

2 4 "B" program spots per week

3. 2 "C" program spots per week

B. To Network from Your Station

1. A total annual payment by your station of $358,137. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.

2. 10 Children's spots per week.

C. Children's Clearances:

D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.

E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:

3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.

II. SOAP CHANNEL PARTICIPATION

A. Soap Channel Cable Service Revenue Sharing:

a. $0.01/month per revenue-generating Soap Channel
subscriber in the affiliate's market.

b. 15% of total annual subscriber revenue generated in the
affiliate's market capped at $0.03 per
revenue-generating sub/month.

c. 10% of total subscriber revenue generated in the
affiliate's market, without a cap.

d. 15% of annual net profits generated in the affiliate's
market.

4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.

5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.

B. Daytime Clearances:

C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.

D. Term:

1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.

2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.

III. EXCLUSIVITY

A. Entertainment:

2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.

3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.

5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.

B. Sports:

1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.

2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.

C. News:

4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.

D. Daytime:

2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.

E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.

IV. FURTHER FLEXIBILITY

V. MISCELLANEOUS

1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.

6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.

7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.

8. This Amendment shall be governed by New York Law.

* * *

<PAGE>

If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.

Very truly yours,

/s/ John L. Rouse

John L. Rouse
Senior Vice President
Affiliate Relations

Accepted and Agreed To:

WHTM/Harrisburg

By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------

<PAGE>

June 30, 1999

Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006

Re: WJLA/Washington, DC

Dear Robert:

I. INVENTORY SWAP/NFL CONTRIBUTION

A. 8 Additional Primetime Spots per Week to Your Station from
Network:

1. 2 "A" program spots per week

2 4 "B" program spots per week

3. 2 "C" program spots per week

B. To Network from Your Station

1. A total annual payment by your station of $1,182,574. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.

2. 10 Children's spots per week.

C. Children's Clearances:

D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.

E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:

3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.

II. SOAP CHANNEL PARTICIPATION

A. Soap Channel Cable Service Revenue Sharing:

4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.

5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.

B. Daytime Clearances:

C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.

D. Term:

1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.

2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.

III. EXCLUSIVITY

A. Entertainment:

2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.

3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.

5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.

B. Sports:

1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.

2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.

C. News:

4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.

D. Daytime:

2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.

E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.

IV. FURTHER FLEXIBILITY

V. MISCELLANEOUS

1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.

6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.

7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.

8. This Amendment shall be governed by New York Law.

* * *

<PAGE>

If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.

Very truly yours,

/s/ John L. Rouse

John L. Rouse
Senior Vice President
Affiliate Relations

Accepted and Agreed To:

WJLA/Washington, DC

By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------

<PAGE>

June 30, 1999

Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006

Re: WSET/Lynchburg, VA

Dear Robert:

I. INVENTORY SWAP/NFL CONTRIBUTION

A. 8 Additional Primetime Spots per Week to Your Station from
Network:

1. 2 "A" program spots per week

2 4 "B" program spots per week

3. 2 "C" program spots per week

B. To Network from Your Station

1. A total annual payment by your station of $242,764. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.

2. 10 Children's spots per week.

C. Children's Clearances:

D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.

E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:

3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.

II. SOAP CHANNEL PARTICIPATION

A. Soap Channel Cable Service Revenue Sharing:

4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.

5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.

B. Daytime Clearances:

C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.

D. Term:

1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.

2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.

III. EXCLUSIVITY

A. Entertainment:

2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.

3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.

5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.

B. Sports:

1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.

2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.

C. News:

4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.

D. Daytime:

2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.

E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.

IV. FURTHER FLEXIBILITY

V. MISCELLANEOUS

1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.

6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.

7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.

8. This Amendment shall be governed by New York Law.

* * *

<PAGE>

If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.

Very truly yours,

/s/ John L. Rouse

John L. Rouse
Senior Vice President
Affiliate Relations

Accepted and Agreed To:

WSET/Lynchburg, VA

By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------