PAXSON COMMUNICATIONS CORP, S-8, 1995-06-30

PAXSON COMMUNICATIONS CORP
S-8, 1995-06-30
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<PAGE> 1
As filed with the Securities and Exchange Commission on June 30, 1995
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
_____________________

PAXSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 59-3212788
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

18401 U.S. HIGHWAY 19 NORTH, CLEARWATER, FLORIDA 34624
(Address of Principal Executive Office) (Zip Code)

PAXSON COMMUNICATIONS CORPORATION
STOCK INCENTIVE PLAN
(Full title of the plan)
____________

ARTHUR D. TEK
VICE PRESIDENT
PAXSON COMMUNICATIONS CORPORATION
18401 U.S. HIGHWAY 19 NORTH
CLEARWATER, FLORIDA 34624
(Name and address of agent for service)
(813) 536-2211
(Telephone number, including area code, of agent for service)

Copies of all communications to:

MICHAEL L. JAMIESON, ESQ.
HOLLAND & KNIGHT
400 NORTH ASHLEY DRIVE
SUITE 2050
TAMPA, FLORIDA 33602

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box.

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE* FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value
$.001 per share. . . . . . 2,143,575 shares $9.625 $20,631,909 $7,114.45
- ---------------------------------------------------------------------------------------------------------
</TABLE>

* Estimated solely for the purpose of calculating the registration fee. The
fee is calculated upon the basis of the average between the high and low
sales price for shares of Class A Common Stock of the registrant as reported
on the Nasdaq Stock Market's Small-Cap Market on June 30, 1995.

================================================================================
<PAGE> 2
PAXSON COMMUNICATIONS CORPORATION

Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K

<TABLE>
<CAPTION>
Form S-8 Item Number and Heading Prospectus Heading
- -------------------------------- ------------------
<S> <C>
Item 1. Plan Information Cover Page; Plan Information

Item 2. Registrant Information and Employee Plan Registrant Information and Employee Plan Annual
Annual Information Information
</TABLE>

ii
<PAGE> 3
PROSPECTUS

PAXSON COMMUNICATIONS CORPORATION

2,143,575 SHARES OF CLASS A COMMON STOCK
PAR VALUE $.001 PER SHARE

________________________

OFFERED PURSUANT TO THE
PAXSON COMMUNICATIONS CORPORATION
STOCK INCENTIVE PLAN

________________________

This Prospectus covers shares of Class A Common Stock, par value $.001
per share, of Paxson Communications Corporation, a Delaware corporation (the
"Company"), issuable upon the exercise of stock options granted under the
Paxson Communications Corporation Stock Incentive Plan (the "Plan").

The principal executive offices of the Company are located at 18401
U.S. Highway 19 North, Clearwater, Florida 34624, telephone number (813)
536-2211.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

_________________________

No person has been authorized to give any information or to make any
representations, other than those contained herein, in connection with the
offer contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the securities covered by this Prospectus by
the Company in any State in which, or to any person to whom, it is unlawful for
the Company to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Company since
the date hereof or that the information contained or incorporated by reference
herein is correct as of any time subsequent to its date. This Prospectus should
be read and retained for future reference.

_________________________

The date of this Prospectus is June 30, 1995.
<PAGE> 4
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance with the Exchange Act, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Copies of reports, proxy
statements and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following regional offices of the Commission: 7 World Trade Center, Suite
1300, New York, New York 10048; and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material also can be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.

The Company has filed with the Commission a Registration Statement
under the Securities Act of 1933, as amended (the "Securities Act"), for the
registration of the securities offered hereby. This Prospectus omits certain
information set forth or incorporated by reference in the Registration
Statement. The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the information that has been incorporated by
reference in the Registration Statement (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Registration Statement incorporates). Any such requests should be directed to:
Paxson Communications Corporation, 18401 U.S. Highway 19 North, Clearwater,
Florida 34624, Attention: Arthur D. Tek, telephone number (813) 536-2211.

2
<PAGE> 5
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Administration of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Stock Option Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Awards of Restricted Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Shares Subject to the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Restrictions on Resale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Amendment and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Address for Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . 8

Registrant Information and Employee Plan
Annual Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

3
<PAGE> 6
ITEM 1. PLAN INFORMATION

GENERAL. The title of the Plan is the "Paxson Communications
Corporation Stock Incentive Plan," and the name of the registrant whose
securities are to be offered pursuant to the Plan is Paxson Communications
Corporation. The Plan is not subject to the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), nor is it a qualified plan under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan
was adopted in November 1994. The terms of the Plan are summarized in the
paragraphs below. In addition to the Plan, the Company has written agreements
with each of the participants that receive option grants and these agreements
describe the terms of the grants. Each Plan participant should refer to his or
her particular option agreement for information concerning the specific terms
and conditions of options issued pursuant to the Plan.

PURPOSE. The purpose of the Plan is to provide incentives to key
employees who contribute materially to the success and profitability of the
Company. The grants are intended to recognize and reward outstanding individual
performances and contributions and will give such persons a proprietary
interest in the Company, thus enhancing their personal interest in the
Company's continued success and progress. The program is also intended to
assist the Company in attracting and retaining key persons.

ADMINISTRATION OF THE PLAN. The Plan is administered by the
Compensation Committee (the "Committee") established by the Board of Directors
of the Company and which consists of two or more directors of the Company, none
of whom, for at least one year prior to his or her appointment to the
Committee, received any award under the Plan. The Committee members are
ineligible to participate in the Plan during the time that they serve on the
Committee.

The Committee has the power under the Plan to determine which
participants will be granted awards, to establish the terms of the awards
granted to each participant, and to make all other determinations necessary or
advisable under the Plan. The Committee has the sole discretion to determine
whether an eligible participant warrants an award under the Plan, and to
determine the amount of the award. The Committee members are appointed by the
Company's Board of Directors and may be removed by the Board at any time.

PLAN PARTICIPANTS. All officers and other employees of the Company are
eligible to participate in the Plan.

BENEFITS. Participants in the Plan are eligible to receive grants of
stock options and/or restricted stock, as determined by the Committee in its
sole and absolute discretion. Awards of stock options made pursuant to the Plan
may be in the form of incentive stock options or non-qualified stock options.
An incentive stock option is an award that qualifies as an "incentive stock
option" under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). Stock options may be granted alone or in addition to other awards
under the Plan.

STOCK OPTION GRANTS. Stock options may be granted under the Plan on
such terms and conditions not inconsistent with the provisions of the Plan and
in such form as the Committee may from time to time approve. Notwithstanding
the foregoing, the aggregate fair market value of the Company's Class A Common
Stock with respect to which any incentive stock options granted under the Plan
may become exercisable by any individual for the first time in any calendar
year shall not exceed $100,000. Summarized below are certain provisions of the
Plan relating to the grant of stock options.

Exercise Price. The exercise price per share of Class A Common
Stock deliverable upon the exercise of each stock option shall be determined by
the Committee at the date such option is granted. Except with respect to option
grants to Major Shareholders (as defined below), the exercise price of each
share subject

4
<PAGE> 7
to an incentive stock option shall equal the fair market value of the share on
the date the option is granted. Incentive stock options granted to an
individual who, on the date of grant, owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or any
parent or subsidiary of the Company (a "Major Shareholder"), shall be granted
at an exercise price of 110% of the fair market value on the date of grant. In
general, "fair market value" with respect to a particular date is defined as
the average of the closing bid prices as reported by the National Association
of Securities Dealers Automated Quotation System for the previous ten
consecutive trading days, or if such stock is not so traded or reported, the
value of a share of Class A Common Stock may be determined in good faith by the
Board of Directors. The exercise price with respect to shares subject to
non-qualified stock options may be less than the fair market value of the Class
A Common Stock on the date of grant, but in no event shall the exercise price
be less than the par value of the Class A Common Stock. If the exercise price
for a non-qualified option is less than the fair market value of the underlying
shares, the Committee shall establish the method used for determining the
exercise price in respect of such option grants. The Committee may grant to
participants holding stock options, in exchange for the surrender and
cancellation of such stock options, new options having purchase prices higher
or lower than the purchase price provided in the surrendered stock options, and
containing such other terms and conditions as the Committee may deem
appropriate.

Time of Exercise. Stock options shall become exercisable in
whole or in part on such date or dates as shall be determined by the Committee
at the date of grant. The Committee may, in its sole discretion, accelerate the
time at which any option may be exercised whether or not such right is set
forth in the terms of any option agreement evidencing such stock options.

Expiration of Options. Each stock option shall expire on such
date or dates as the Committee may determine at the time the stock option is
granted. Except as otherwise permitted by the Committee, each stock option that
is not yet exercisable by the participant shall terminate and be forfeited back
to the Company if the participant terminates employment with the Company.
Notwithstanding the foregoing, any exercisable stock options shall remain
exercisable for such period after termination of employment as shall be
determined by the Committee at the time the option is granted, which period may
extend beyond the expiration of the original exercise period of the stock
option. In addition, in the case of incentive stock options, each option shall
expire on the sooner of (i) ten years from the date of its grant, or (ii) in
the case of a Major Shareholder, five years from the date of grant.

Termination of Options. In the event a participant's
employment is terminated for cause, as defined below, each stock option that
has not yet been exercised in accordance with the terms of any award shall
terminate and the participant shall have no further rights to exercise any
options previously granted. A participant shall be deemed to be terminated for
cause if such termination results from (a) a willful and continued failure by
the participant to substantially perform his or her duties with the Company
(other than any such failure resulting from the participant's death,
disability, or retirement), or (b) the willful engaging by the participant in
conduct that is materially injurious to the Company, monetarily or otherwise.

AWARDS OF RESTRICTED STOCK. Awards of restricted stock may be granted
under the Plan in such form and on such terms and conditions as the Committee
may from time to time approve including, without limitation, restrictions on
the sale, assignment, transfer or other disposition or encumbrance of such
shares and the requirement that the participant forfeit such shares back to the
Company without any consideration paid by the Company therefor upon termination
of employment. Restricted stock may be granted alone or in addition to other
awards under the Plan. Summarized below are certain provisions of the Plan
relating to the grant of restricted stock.

Rights of Holders of Restricted Stock. Except for restrictions
on transfer and other restrictions imposed by the Committee, the participant
shall be the owner of the restricted stock and shall have all the rights of a
shareholder, including the right to receive dividends paid on such restricted
stock and the right to vote such restricted stock.

5
<PAGE> 8
Delivery of Restricted Stock. Restricted stock awarded to a
participant under the Plan may be held under the participant's name in a book
entry account maintained by the Company or, if not so held, stock certificates
for restricted stock awarded pursuant to the Plan may be registered in the name
of the participant and issued and deposited, together with a stock power
endorsed in blank, with the Company or an agent appointed by the Company and
shall bear an appropriate legend restricting the transferability thereof. A
participant shall be entitled to delivery of stock certificates only when they
become vested in accordance with the terms of the Plan and upon the expiration
or termination of the restricted period and the satisfaction of any other
conditions prescribed by the Committee.

Vesting. All participants, unless otherwise specified by the
Committee, shall be 100% vested in the restricted stock after five (5) years,
measured from the effective date of an award. Notwithstanding any other
provisions of the Plan, the Committee may, in its sole discretion, provide that
a participant shall be vested in 100% of all or any portion of such
participant's awards not previously vested if his or her employment by the
Company is terminated because of death, disability or retirement. Except as
otherwise provided by the Committee, a participant shall cease vesting in all
or any portion of an award as of the date of his or her termination of
employment for whatever reason. Any awards that are not vested as of the date
of such termination shall be forfeited. The Committee may, in its discretion,
also provide that a participant whose employment is terminated by the Company
shall vest in all or any portion of his or her award in which he or she would
otherwise have vested at the end of the fiscal year in which his or her
termination occurs if the participant's employment had not actually terminated.
Any awards not so vested shall be forfeited. The Committee may amend the
vesting schedules, restrictions, or other conditions in any award; provided,
that no such amendment shall reduce interests in the Plan that were vested
prior to the date of such amendment without the consent of the participant
holding such vested interest.

Forfeitures. Except to the extent that the participant has
vested in his or her restricted stock, each participant's right to restricted
stock shall be forfeited if and when such participant ceases to be an employee
of the Company or when any prescribed condition for the lapse or termination of
restrictions is not satisfied. If forfeited, all such restricted stock shall
become the property of the Company and shall again immediately become available
for award under the Plan and all of the rights of such participant to such
restricted stock and as a stockholder shall terminate without further
obligation on the part of the Company.

Designation of Beneficiary. A participant may designate a
beneficiary to receive, in the event of the participant's death, any rights to
which the participant may be entitled under the Plan. Designation of a
beneficiary by a participant shall be made in writing and shall be filed with
the Committee. Such designation may be changed from time to time at the
election of the participant by filing a new written designation with the
Committee. The consent of the beneficiary to any revocation or change in
designation shall not be required. The Committee shall be entitled to rely on
the last written designation of a beneficiary received by the Committee and
shall not be liable to any person by reason of making payments pursuant to the
Plan to such beneficiary. If a participant shall have failed to make an
effective designation of beneficiary, the governing law of descent and
distribution shall apply.

SHARES SUBJECT TO THE PLAN. The aggregate number of shares available
for issuance under the Plan is 2,143,575 shares of Class A Common Stock,
subject to adjustment to give effect to future changes in the number of
outstanding shares of Class A Common Stock of the Company by virtue of a
merger, consolidation, recapitalization, reclassification, combination, stock
dividend, stock split, or other similar change. Shares issued pursuant to
awards granted under the Plan shall be issued from the Company's authorized but
unissued Class A Common Stock or from issued shares that have been reacquired
by the Company.

ASSIGNMENT. Except as set forth below and except by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined in Section 414(p) of the Code, no securities, right, or interest of
any participant in the Plan shall be assignable or transferable, and no
security, right, or interest of any participant shall be liable for, or subject
to, any lien, obligation, or liability of such participant.

6
<PAGE> 9
Notwithstanding the foregoing, participants who have received a grant of
restricted stock may transfer restricted stock that is not yet vested to a
trust for the benefit of the participant or a member of the participant's
immediate family.

RESTRICTIONS ON RESALE. This Prospectus is not available for the
resale of the Class A Common Stock under the Plan by affiliates of the Company.
An "affiliate," as defined by the Commission, is a person who directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, the Company. Participants in the Plan who are
affiliates of the Company may sell securities received pursuant to the Plan
only pursuant to a registration statement and prospectus, or pursuant to an
appropriate exemption from the registration requirements of the Securities Act.
Any person that is not an "affiliate" of the Company generally may reoffer or
resell shares of Class A Common Stock received under the Plan without
restriction under the Securities Act. In contrast, any person receiving shares
of Class A Common Stock under the Plan who is an "affiliate" of the Company
generally may reoffer or resell such shares only pursuant to a registration
statement filed under the Securities Act (the Company having no obligation to
file such a registration statement) or pursuant to Rule 144 under the
Securities Act. Any person who may be an "affiliate" of the Company may wish to
consult with counsel before transferring Class A Common Stock owned by him or
her. In addition, officers, directors and beneficial owners of more than 10% of
the Class A Common Stock are advised to consult with counsel as to the
applicability of Section 16 of the Exchange Act to their transactions under
either Plan. Section 16 requires the filing by persons subject to its
provisions of certain reports with the Commission regarding changes in
beneficial ownership of the Company's equity securities, including options.
Moreover, Section 16 can have the effect of requiring the profits on purchases
and sales of the Company's equity securities occurring within a six-month
period to be turned over to the Company. The Plan prohibits any person that is
subject to Section 16 from disposing of shares acquired under the Plan for a
six-month period from the date of acquisition.

AMENDMENT AND TERMINATION. The Board of Directors may alter, amend, or
terminate the Plan from time to time without approval of the shareholders.
However, without shareholder approval, no amendment will be effective that: (i)
materially increases the benefits occurring to participants under the Plan;
(ii) increases the aggregate number of shares that may be issued under the
Plan; or (iii) materially modifies the eligibility requirements for
participation in the Plan. Any amendment, whether with or without shareholder
approval, that alters the terms or provisions of an award granted before the
amendment (unless the alteration is expressly permitted under the Plan) will be
effective only with the consent of the participant to whom the award was
granted. No amendment shall be made that would cause the Plan to be in
violation of Rule 16b-3, promulgated under the Exchange Act.

FEDERAL INCOME TAX CONSEQUENCES.

Incentive Options. If an incentive stock option is granted to
an employee in accordance with the terms of the Plan, no income will be
recognized by such employee at the time the option is granted.

Generally, upon exercise of an incentive stock option granted
under the Plan, an option holder will not recognize any income and the Company
will not be entitled to a deduction for tax purposes. However, the difference
between the purchase price and the fair market value of the shares of stock
received on the date of exercise will be treated as a positive adjustment in
determining alternative minimum taxable income, which may subject the option
holder to the alternative minimum tax. The disposition of shares acquired upon
exercise of an incentive stock option under the Plan will ordinarily result in
long-term or short-term capital gain or loss (depending on the applicable
holding period). Generally, however, if the option holder disposes of shares of
stock acquired upon exercise of an incentive stock option within two years
after the date of grant or within one year after the date of exercise (a
"disqualifying disposition"), the option holder will recognize ordinary income,
and the Company will be entitled to a deduction for tax purposes, in the amount
of the excess of the fair market value of the shares on the date of exercise
over the purchase price (or, in certain circumstances, the gain on sale, if
less). Any excess of the amount realized by the option holder on the
disqualifying disposition over the fair

7
<PAGE> 10
market value of the shares on the date of exercise of such option will
ordinarily constitute capital gain. In the case of an option holder subject to
the restrictions contained in Section 16(b), promulgated under the Securities
Exchange Act of 1934 ("Section 16(b)"), the relevant date in measuring the
option holder's ordinary income and the Company's tax deduction in connection
with any such disqualifying disposition will normally be the later of (i) the
date the six-month period after the date of grant lapses, or (ii) the date of
exercise of the option.

Delivery of shares upon exercise of an option granted under
the Plan is subject to any required withholding taxes. A person exercising such
an option may, as a condition precedent to receiving the shares, be required to
pay the Company a cash amount equal to the amount of required withholdings.

Non-Qualified Options. An employee who receives a grant of a
non-qualified stock option in accordance with the terms of the Plan will
recognize income at the time the option is granted unless the option does not
have a readily ascertainable fair market value and the grant of the option does
not constitute a transfer of the underlying stock.

Upon exercise of a non-qualified stock option granted under
the Plan, an option holder will recognize as ordinary income the excess of the
fair market value of the shares of stock received on the date of exercise over
the option exercise price. Upon the sale of the stock by the option holder, the
difference between the amount realized in the sale and the fair market value of
the stock on the date the option was exercised is generally recognized by the
option holder as a capital gain or loss. Upon the exercise of the option, the
Company receives a deduction equal to the amount included in income by the
option holder. The Company will generally not be allowed any deductions unless
it makes any required withholdings with respect to the income recognized by the
option holder.

Restricted Stock. An employee who receives a grant of
restricted stock in accordance with the terms of the Plan will recognize as
ordinary income the excess of the fair market value of the shares over the
amount paid for such shares at the time the shares become transferable or are
no longer subject to forfeiture. However, the employee may make an election
under Section 83(b) of the Code to be taxed in the year the restricted stock is
granted. The Company is entitled to a deduction in an amount equal to the
amount included in the employee's income (i) when the shares become
nonforfeitable, (ii) when the employee makes an election under Section 83(b) of
the Code, or (iii) when the Company cancels the restriction on the shares. The
Company will generally not be allowed any deductions unless it makes proper
withholdings with respect to the income recognized by the employee.

The foregoing statements are intended to summarize the general
principles of current federal income tax law applicable to grants of options
under the Plan. It is emphasized that, while the Company believes that the
foregoing statements are correct based on existing provisions of the Code and
the interpretations thereof, no assurance can be given that legislative,
administrative, or judicial changes or interpretations will not occur that
would modify such statements. Also, individual financial situations may vary
and state and local taxation may be significant. Any participant in the Plan
should, therefore, consult his or her own tax advisor concerning the tax
consequences of the Plan and participation therein.

ADDRESS FOR ADDITIONAL INFORMATION. Additional information concerning
the Plan and its administration by the Committee may be obtained by contacting
Paxson Communications Corporation, 18401 U.S. Highway 19 North, Clearwater,
Florida 34624, Attention: Arthur D. Tek, telephone number (813) 536-2211.

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<PAGE> 11
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

The Company will provide without charge to participants in the Plan,
upon request, copies of the following documents: (1) the Company's Annual
Report on Form 10-K for the year ended December 31, 1994; (2) the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995; (3)
the description of the Company's Class A Common Stock contained in the
Company's Registration Statement on Form 10; and (4) all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act and all post-effective amendments to the Registration Statement.
Such documents are incorporated by reference in Item 3 of Part II of the
Registration Statement and are incorporated into this Prospectus by reference.
Any such request should be directed to: Paxson Communications Corporation,
18401 U.S. Highway 19 North, Clearwater, Florida 34624, Attention: Arthur D.
Tek, telephone number (813) 536-2211.

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<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed by the Company with the
Commission are incorporated by reference:

(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;

(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995; and

(3) The description of the Company's Class A Common Stock contained
under the caption "Description of PCC Capital Stock" in the Company's
Registration Statement on Form S-4 filed with the Commission on September 26,
1994, Registration Number 33-84416 and declared effective September 30, 1994,
as amended.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
the Company's Certificate of Incorporation eliminates the liability of the
directors of the Company to the Company or its stockholders, except for
liabilities related to breach of the duty of loyalty, actions not in good
faith, and certain other liabilities.

As permitted by Section 145 of the Delaware General Corporation Law,
the Company's bylaws provide for the indemnification of its directors,
officers, employees, and agents against expenses actually and reasonably
incurred in connection with certain stated proceedings and under certain stated
conditions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

II-1
<PAGE> 13
ITEM 8. EXHIBITS.

4.1 Paxson Communications Corporation Stock Incentive Plan.

5.1 Opinion of Holland & Knight as to the legality of the
securities being registered hereunder.

23.1 Consent of Holland & Knight (contained in Exhibit 5.1 hereto).

23.2 Consent of Price Waterhouse LLP.

24.1 Powers of Attorney.

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

II-2
<PAGE> 14
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions (see
Item 6) or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-3
<PAGE> 15
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Clearwater, State of Florida, on June 30, 1995.

PAXSON COMMUNICATIONS CORPORATION

By: /s/ Arthur D. Tek
------------------------------------
Arthur D. Tek, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Lowell W. Paxson Chairman of the Board, Chief Executive June 30, 1995
---------------------------------- Officer, and Director (Principal
Lowell W. Paxson Executive Officer)

/s/ Arthur D. Tek Vice President, Chief Financial June 30, 1995
---------------------------------- Officer, and Director
Arthur D. Tek

/s/ Kenneth M. Gamache Controller June 30, 1995
----------------------------------
Kenneth M. Gamache

/s/ James B. Bocock President, Chief Operating Officer, and June 30, 1995
---------------------------------- Director
James B. Bocock

/s/ Michael J. Marocco Director June 30, 1995
----------------------------------
Michael J. Marocco

/s/ John A. Kornreich Director June 30, 1995
----------------------------------
John A. Kornreich

/s/ J. Patrick Michaels, Jr. Director June 30, 1995
----------------------------------
J. Patrick Michaels, Jr.

/s/ S. William Scott Director June 30, 1995
----------------------------------
S. William Scott
</TABLE>

II-4
<PAGE> 16
EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
----------- -----------

4.1 Paxson Communications Corporation Stock Incentive Plan.

5.1 Opinion of Holland & Knight as to the legality of the
securities being registered hereunder.
23.1 Consent of Holland & Knight (contained in Exhibit 5.1 hereto).

23.2 Consent of Price Waterhouse LLP.

24.1 Powers of Attorney.

<PAGE> 1
EXHIBIT 4.1
<PAGE> 2
PAXSON COMMUNICATIONS CORP.

STOCK INCENTIVE PLAN

SECTION 1. PURPOSES

The purpose of the Paxson Communications Corp. Stock Incentive Plan
(the "Plan") is to advance the interests of Paxson Communications Corp. (the
"Company") and its shareholders by providing incentives to officers and other
employees who contribute significantly to the strategic and long-term
performance objectives and growth of the Company by their exceptional service.
The Plan is intended not only as a means of attracting and retaining
outstanding management and employees but also as a means of promoting a close
identity of interests between the Company's management and employees and its
stockholders.

SECTION 2. DEFINITIONS

The following terms, when used in the Plan, shall have the meanings set
forth below:

AWARD: An award or grant of any Stock Option or Restricted Stock by
the Committee to a Participant under the Plan.

BENEFICIARY: Beneficiary shall mean the person or persons designated
concurrently, successively or contingently by a Participant in his or her last
effective writing filed with the Company prior to the Participant's death.

BOARD: The Board of Directors of the Company.

CODE: The Internal Revenue Code of 1986, as in effect from time to
time or any successor thereto, together with the rules, regulations and
interpretations promulgated thereunder.

COMMITTEE: The Compensation Committee of the Board, or such other
committee as may be duly appointed by the Board from time to time to administer
the Plan, in either case so constituted as to permit the Plan to comply with
Rule 16b-3 with respect to grants to individuals subject to Section 16 of the
Exchange Act. The Committee shall consist of at least two persons, who shall be
directors of the Company, and who shall not have received, while serving on the
Committee or within one year prior thereto, Awards under this Plan.

COMMON STOCK: Class A common stock of the Company, or such other
securities as may be applicable pursuant to Section 8.

COMPANY: Paxson Communications Corp., a Delaware corporation.

DISABILITY: Complete and permanent inability by reason of illness or
accident to perform the duties of the occupation at which a Participant was
employed when such disability commenced, as determined by the Committee based
on medical evidence acceptable to it.

EXCHANGE ACT: The Securities Exchange Act of 1934 as amended and in
effect from time to time, or any successor statute.

FAIR MARKET VALUE: As applied to the Common Stock on any given day,
the closing market price of such stock on the trading day next preceding such
date as reported on the registered national exchange providing the
<PAGE> 3
primary market in such securities, or if the Common Stock was not traded on
such market, the average of the closing bid prices as reported by the National
Association of Securities Dealers Automated Quotation System for the previous
ten consecutive trading days, or if such stock is not so traded or reported,
the value of a share of Common Stock as may be determined in good faith by the
Board.

INCENTIVE STOCK OPTION: Any Stock Option granted pursuant to the
provisions of Section 6 of the Plan that qualifies as an "incentive stock
option" within the meaning of Section 422 of the Code.

NON-QUALIFIED STOCK OPTION: Any Stock Option granted pursuant to the
provisions of Section 6 of the Plan that does not qualify as an Incentive Stock
Option.

PARTICIPANT: Any officer or other employee of the Company who is
selected to participate in the Plan by the Committee.

PLAN: The Paxson Communications Corp. Stock Incentive Plan, herein set
forth, and as amended from time to time.

RESTRICTED PERIOD: The period of time during which Restricted Awards
are subject to the vesting restrictions determined in accordance with Section
7(e) of the Plan.

RESTRICTED STOCK: Shares of Common Stock awarded pursuant to the
provisions of Section 7 of the Plan.

RETIREMENT: Separation from service under conditions which would
constitute normal retirement under the Company's tax-qualified retirement plans
(whether or not the Participant is in fact eligible to participate under the
terms of such plans) or at such earlier time as may be permitted by the
Committee in its sole discretion.

RULE 16B-3: Securities Exchange Commission Regulation Section
240.16b-3, or any successor regulation.

SHARE RESERVE: The share reserve established pursuant to Section 5 of
the Plan.

STOCK OPTION: An option to purchase shares of Common Stock granted
pursuant to the provisions of Section 6 of the Plan.

SECTION 3. ADMINISTRATION

The Plan shall be administered by the Committee, which shall have the
power to interpret the Plan and, subject to its provisions, to prescribe,
amend, waive and rescind rules and regulations, to determine the terms of
Awards and to make all other determinations necessary or desirable for the
Plan's administration. All action taken by the Committee in the administration
and interpretation of the Plan shall be final and binding on all concerned.

SECTION 4. PARTICIPATION

Subject to the provisions of the Plan, the Committee may at any time,
and from time to time, make Awards under the Plan in any form provided pursuant
to Sections 6 and 7 of the Plan. The Committee shall select the Participants to
be granted Awards, determine the amounts and type or types of Awards to be
made, set forth the terms, conditions and limitations applicable to each Award
and prescribe the form of the instruments embodying Awards made under the Plan.
No individual shall at any time have the right to be selected as a Participant.
Any Participant, having previously been granted an Award, may be granted an
additional Award in the future.

2
<PAGE> 4
SECTION 5. SHARE RESERVE

Subject to adjustment as permitted under this Section 5 or as
permitted by Section 8 hereof, the aggregate number of shares of Common Stock
that may be distributed to Participants under the Plan may not exceed 1,429,050
shares (the "Share Reserve"). Such shares may be either authorized but unissued
shares, treasury shares or shares issued and thereafter acquired by the
Company. For the purpose of computing the total number of shares of Common
Stock available for Awards under the Plan, there shall be counted against the
foregoing limitations the number of shares of Common Stock subject to issuance
upon exercise or settlement of Awards determined as at the dates on which such
Awards are granted. If any Award or any portion of any Award is forfeited,
terminated, expired unexercised or settled in cash in lieu of stock or
exchanged for other Awards, the shares of Common Stock which were theretofore
subject to such Awards shall again be available for Awards under the Plan to
the extent of such forfeiture, termination, expiration, settlement or exchange.
No fractional shares of Common Stock shall be issued under the Plan.

SECTION 6. STOCK OPTIONS

(a) AWARDS OF STOCK OPTIONS. Stock Options may be granted under
the Plan on such terms and conditions not inconsistent with the provisions of
the Plan and in such form as the Committee may from time to time approve.
Awards of Stock Options made pursuant to the Plan may be in the form of
Incentive Stock Options or Non-Qualified Stock Options. Stock Options may be
granted alone or in addition to other Awards under the Plan.

(b) EXERCISE PRICE. The exercise price per share of Common Stock
deliverable upon the exercise of each Stock Option shall be determined by the
Committee at the date such Stock Option is granted. Such exercise price may be
less than the Fair Market Value of Common Stock on the date of grant but in no
event shall the exercise price be less than the par value of the Common Stock;
provided, that in no event shall the exercise price of an Incentive Stock
Option be less than one hundred percent (100%) of the Fair Market Value of the
Common Stock on the date of grant thereof. If the exercise price of the Stock
Option is less than the Fair Market Value, the Committee shall establish the
method used for determining the exercise price in respect of Awards to be made
to individuals. The Committee may grant to Participants holding outstanding
Stock Options, in exchange for the surrender and cancellation of such Stock
Options, new Stock Options having purchase prices higher or lower than the
purchase price as provided in the surrendered Stock Options and containing such
other terms and conditions as the Committee may deem appropriate.

(c) EXERCISE PERIOD. Stock Options shall become exercisable in
whole or in part on such date or dates as shall be determined by the Committee
at the date of grant. The Committee may, in its sole discretion, accelerate the
time at which any Stock Option may be exercised whether or not such right is
set forth in the terms of any option agreement evidencing such Stock Option.
Except as otherwise permitted by the Committee, each Stock Option which is not
yet exercisable by the Participant shall terminate and be forfeited back to the
Company if and when the Participant shall terminate employment with the
Company. Notwithstanding the foregoing, any exercisable Stock Options shall
remain exercisable for such period after termination of employment as shall be
determined by the Committee at the time the Stock Option is granted which
period may extend beyond the expiration of the original exercise period of the
Stock Option; provided, that, with respect to Incentive Stock Options, the
exercisable period beyond termination of employment shall not exceed the
maximum period permitted under the Code.

(d) OPTION TERM. Subject to the provisions of subparagraph (c)
above, each Stock Option shall expire on such date or dates as the Committee
may determine at the time the Stock Option shall be granted; provided, that the
term of Incentive Stock Options shall not exceed the date ten (10) years after
the date of grant.

(e) METHOD OF EXERCISE. Any Stock Option granted under the Plan
may be exercised solely by the Participant to whom granted (or by his or her
guardian or legal representative) or, in the case of such Participant's death,
by the Participant's legal representative. Each Stock Option shall be exercised
by written notice to the

3
<PAGE> 5
Company in the manner set forth in the option agreement evidencing such Stock
Option. As soon as practicable after receipt by the Company of the notice of
exercise and of payment of the option price for all shares of Common Stock with
respect to which a Stock Option has been exercised, a certificate or
certificates representing such shares shall be registered in the name or names
of the Participant or his or her successor and shall be delivered to the
Participant or his or her successor at the Participant's address as it appears
in the records of the Company or such other address as may be designated by the
Participant. Payment for shares purchased upon exercise of a Stock Option shall
be made (a) in full in cash or by check at the time of exercise, (b) with the
consent of the Committee, in whole or in part by the surrender of shares of
Common Stock, such Common Stock to be credited against the option price in an
amount equal to its Fair Market Value on the date of exercise, or (c) with the
consent of the Committee and subject to any applicable restrictions imposed by
law, by notes or other means, and upon such terms and conditions including
provision for securing the payment of the same, as the Committee, in its
discretion, shall determine are consistent with the Plan's purposes and
applicable law. In no event, however, shall the Committee provide for the
payment of any option price unless, at the time of exercise of the Stock Option
to which such option price relates, the holder of the Stock Option pays in cash
or by check an amount equal to not less than the aggregate par or stated value
of the shares being acquired.

(f) OPTION AGREEMENT. Each Participant shall receive an option
agreement, which shall contain such provisions, consistent with the provisions
of this Plan, as may be established at any time or from time to time by the
Committee. Each option agreement may provide, in the discretion of the
Committee, that the issuance of the Common Stock shall be conditioned upon the
receipt from the person exercising such Stock Option of a representation, or
other instruments in form and substance satisfactory to the Committee,
indicating that at the time of such exercise it is his or her present intention
to acquire the Common Stock being purchased for investment and not with a view
to the resale or distribution of any part thereof. Neither the Participant nor
his or her legal representative shall be, or have any of the rights and
privileges of a stockholder of the Company in respect of any shares purchasable
upon the exercise of any Stock Option, in whole or in part, unless and until
certificates for such shares shall have been issued. The form of option
agreement authorized by the Plan may contain such other provisions as the
Committee shall deem advisable. The Committee may vary the terms and provisions
of individual option agreements on a case-by-case basis and shall not be
required to make all option agreements uniform.

(g) SPECIAL RULES FOR INCENTIVE STOCK OPTIONS. With respect to
Incentive Stock Options granted under the Plan, the aggregate Fair Market Value
(determined as of the date the Incentive Stock Options were granted) of the
number of shares first exercisable by a Participant during any calendar year
shall not exceed one hundred thousand dollars ($100,000) or such other limit as
may be required by the Code.

A Participant who owns stock possessing more than 10 percent of the
combined voting power of all classes of stock of the Company (or its parent or
subsidiary, if any) shall not be granted any Incentive Stock Options unless, at
the time the Stock Option is granted, the exercise price is at least 110
percent of the Fair Market Value of the Common Stock subject to the Stock
Option as of that date and such Stock Option is not exercisable after the
expiration of five years after the date the Stock Option is granted.

(h) TERMINATION FOR CAUSE. Notwithstanding anything in this Plan
or in any other agreement to the contrary, in the event that a Participant's
employment is terminated for cause, as defined herein, each Stock Option which
has not yet been exercised in accordance with the terms of any Award shall
terminate and the Participant shall have no further rights to exercise any
Stock Options previously granted to the Participant. For purposes of this
subsection, a Participant shall be deemed to be terminated for cause in the
event that such termination results from: (a) a willful and continued failure
by the Participant to substantially perform his or her duties with the Company
(other than any such failure resulting from the Participant's death, Disability
or Retirement); or (b) the willful engaging by the Participant in conduct that
is materially injurious to the Company, monetarily or otherwise. No act or
failure to act by the Participant shall be deemed "willful" unless done, or
omitted to be done, by the Participant not in good faith and without reasonable
belief that his or her or her action or omission was in the best interest of
the Company.

4
<PAGE> 6
SECTION 7. RESTRICTED AWARDS

(a) AWARDS OF RESTRICTED STOCK. Awards of Restricted Stock may be
granted under the Plan in such form and on such terms and conditions as the
Committee may from time to time approve including, without limitation,
restrictions on the sale, assignment, transfer or other disposition or
encumbrance of such shares during the Restricted Period and the requirement
that the Participant forfeit such shares back to the Company without any
consideration paid by the Company therefor upon termination of employment
within the Restricted Period. Restricted Stock may be granted alone or in
addition to other Awards under the Plan.

(b) RESTRICTED PERIOD. Restricted Stock that is not yet vested in
accordance with Section 7(e) may be transferred by a Participant to a trust for
the benefit of the Participant or a member of such Participant's immediate
family, but may not otherwise be sold, assigned, transferred, made subject to
gift, or otherwise disposed of, mortgaged, pledged or encumbered. The Committee
may, in its sole discretion, at the time an Award of Restricted Stock is made,
prescribe conditions for the lapse or termination of restrictions upon the
satisfaction of other conditions in addition to or other than the expiration of
the Restricted Period with respect to all or any portion of the Restricted
Stock. The Committee may also, in its sole discretion, shorten or terminate the
Restricted Period or waive any conditions for the lapse or termination of
restrictions with respect to all or any portion of the Restricted Stock.

(c) RIGHTS OF HOLDERS OF RESTRICTED STOCK. Except for the
restrictions described in Section 7(b), the Participant shall be the owner of
the Restricted Stock and shall have all the rights of a shareholder, including
the right to receive dividends paid on such Restricted Stock and the right to
vote such Restricted Stock.

(d) DELIVERY OF RESTRICTED STOCK. Restricted Stock awarded to a
Participant under the Plan may be held under the Participant's name in a book
entry account maintained by the Company or, if not so held, stock certificates
for Restricted Stock awarded pursuant to the Plan may be registered in the name
of the Participant and issued and deposited, together with a stock power
endorsed in blank, with the Company or an agent appointed by the Company and
shall bear an appropriate legend restricting the transferability thereof. A
Participant shall be entitled to delivery of stock certificates only when they
become vested in accordance with the provisions of this Section and upon the
expiration or termination of the Restricted Period and the satisfaction of any
other conditions prescribed by the Committee.

(e) VESTING. All Participants, unless otherwise specified by the
Committee, shall be 100% vested in their Restricted Stock after five (5) years,
measured from the effective date of an Award. Notwithstanding any other
provisions of the Plan, the Committee may, in its sole discretion, provide that
a Participant shall be vested in 100% of all or any portion of such
Participant's Awards not previously vested if his or her employment by the
Company is terminated because of Death, Disability or Retirement. Except as
otherwise provided by the Committee, a Participant shall cease vesting in all
or any portion of an Award as of the date of his or her termination of
employment for whatever reason. Any Awards that are not vested as of the date
of such termination shall be forfeited. The Committee may, in its discretion,
also provide that a Participant whose employment is terminated by the Company
shall vest in all or any portion of his or her Award in which he or she would
otherwise have vested at the end of the Fiscal Year in which his or her
termination occurs if the Participant's employment had not actually terminated.
Any Awards not so vested shall be forfeited. The Committee may amend the
vesting schedules, restrictions or other conditions in any Award; provided,
that no such amendment shall reduce interests in the Plan that were vested
prior to the date of such amendment without the consent of the Participant
holding such vested interest.

(f) FORFEITURES. Except to the extent that the Participant has
vested in his or her Restricted Stock and subject to the provisions of Section
7(e) above, each Participant's right to Restricted Stock shall be forfeited if
and when such Participant ceases to be an employee of the Company or when any
prescribed condition for the lapse or termination of restrictions is not
satisfied. If forfeited, all such Restricted Stock shall become the property of
the

5
<PAGE> 7
Company and shall again immediately become available for award under the Plan
and all of the rights of such Participant to such Restricted Stock and as a
stockholder shall terminate without further obligation on the part of the
Company.

(g) DESIGNATION OF BENEFICIARY. A Participant may designate a
Beneficiary to receive, in the event of the Participant's death, any rights to
which the Participant may be entitled under the Plan. Designation of a
Beneficiary by a Participant shall be made in writing and shall be filed with
the Committee. Such designation may be changed from time to time at the
election of the Participant by filing of a new written designation with the
Committee. The consent of the Beneficiary to any revocation or change in
designation shall not be required. The Committee shall be entitled to rely on
the last written designation of a Beneficiary received by the Committee and
shall not be liable to any person by reason of making payments pursuant to the
Plan to such Beneficiary. If a Participant shall have failed to make an
effective designation of Beneficiary, the governing law of descent and
distribution shall apply.

(h) SECTION 83(b) ELECTION. A Participant who files an election
with the Internal Revenue Service to include the fair market value of any
Restricted Stock in gross income while they are still subject to Restrictions
promptly shall furnish the Company with a copy of such election together with
the amount of any federal, state, local or other taxes required to be withheld
to enable the Company to claim an income tax deduction with respect to such
election.

SECTION 8. ADJUSTMENT PROVISIONS

In the event that the Common Stock should as a result of a stock split
or stock dividend or combination of shares or other change or exchange for
other securities by reclassification or otherwise, be increased or decreased or
changed into, or exchanged for, a different number or kind of shares or other
securities of the Company or any other corporation, or in the event of a
spin-off, spin-out or other distribution of assets to shareholders or the
assumption or conversion of outstanding grants pursuant to an acquisition, the
number and kind of shares then subject to Awards granted under the Plan and the
number of shares then remaining in the Share Reserve and the exercise price per
share in outstanding Stock Options, may be appropriately adjusted by the
Committee in its sole discretion to reflect such action.

SECTION 9. AMENDMENT OR DISCONTINUANCE OF THE PLAN

The Plan may be amended, suspended or terminated by the Board in whole
or in part at any time, with prospective or retroactive effect, provided that
no amendment, suspension or termination of the Plan shall adversely affect,
except with the consent of the holder, any rights or obligations with respect
of Awards theretofore granted and provided further that no amendment shall be
made which would cause the Plan to no longer comply with Rule 16b-3 or other
regulatory requirement to the extent applicable to the Participants in the Plan
subject to Section 16 of the Exchange Act. Notwithstanding any provisions
hereof to the contrary, without shareholder approval, the Board may not (a)
materially increase the benefits accruing to participants under the Plan, (b)
materially increase the number of Shares which may be issued under the Plan, or
(c) materially modify the requirements as to eligibility for participation
under the Plan.

SECTION 10. LISTING AND QUALIFICATION OF SHARES

The Company, in its discretion, may postpone the issuance or delivery
of shares of Common Stock pursuant to any Award until completion of such stock
exchange listing, or other qualification of such shares under any state or
Federal law, rule or regulation as the Company may consider appropriate, and
may require any Participant to make such representations, including, but not
limited to a written representation that the shares are to be acquired for
investment and not for resale or with a view to the distribution thereof, and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of the shares in compliance with applicable laws,

6
<PAGE> 8
rules and regulations. The Committee may cause a legend or legends to be placed
on such certificates to make appropriate reference to such representation and
to restrict transfer in the absence of compliance with applicable Federal or
state securities laws.

SECTION 11. HOLDING PERIOD

All equity securities granted pursuant to the Plan to any participant
subject to Section 16 of the Exchange Act shall be held by such participant or
by the Plan for the benefit of that participant for a period of not less than
six (6) months from the date of such grant to the date of disposition (other
than upon exercise or conversion) of such equity security by the Plan or the
Participant. A Stock Option shall be deemed disposed upon the disposition of
any such award or its underlying Common Stock.

SECTION 12. OTHER PROVISIONS

The following miscellaneous terms and conditions are also in effect
under the Plan:

(a) NO RIGHT TO EMPLOYMENT. No person shall have any claim or
right to be granted an Award under the Plan, and no Participant shall have any
right under the Plan to be retained in the employ of the Company. No
participant or other person shall have any right with respect to the Plan or in
any Award, contingent or otherwise, until written evidence of the Award shall
have been delivered to the recipient and all the terms, conditions and
provisions of the Plan and the Award applicable to such recipient (and each
person claiming under or through him or her) have been met.

(b) NON-TRANSFERABILITY OF AWARDS. Except as set forth in Section
7(b) and except by will or the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined in Section 414(p) of the Code,
no security, right or interest of any Participant in the Plan shall be
assignable or transferable and no security, right or interest of any
Participant shall be liable for, or subject to, any lien, obligation or
liability of such Participant.

(c) TAX WITHHOLDING. All Awards and distributions of shares or
other payments pursuant to the Plan shall be subject to withholding required by
applicable Federal, state and local laws, and the Committee may make such
arrangements for the payment of any withholding taxes on Awards or
distributions as it deems satisfactory, including, but not limited to (i)
reducing the number of shares of Common Stock, based upon their Fair Market
Value, or cash, otherwise deliverable, to permit deduction of the amount of any
such withholding taxes from the amount otherwise payable under the Plan, (ii)
deducting the amount required to be withheld from salary or any other amount
then or thereafter payable to a Participant, beneficiary or legal
representative, and (iii) requiring a Participant, Beneficiary or legal
representative to pay to the Company the amount required to be withheld as a
condition of releasing the Common Stock and any other distributions related
thereto. Any tax withholding with respect to an individual subject to Section
16 of the Exchange Act which is treated as a stock appreciation security under
Rule 16b-3 may be made only in conformance with that rule.

(d) EXPENSES. Any expenses of administering the Plan shall be
borne by the Company.

(e) NEW PARTICIPANTS. Certain Awards may be granted under the Plan
from time to time in substitution for stock options, restricted shares, or
other equity incentives held by employees of other corporations who are or are
about to become employees of the Company as the result of a merger or
consolidation of the employing corporation with the Company, or the acquisition
by the Company of the assets of the employing corporation, or the acquisition
by the Company of stock of the employing corporation as a result of which it
becomes a subsidiary of the Company. The terms and conditions of the
substituted Awards so granted may vary from the terms and conditions set forth
in this Plan to such extent as the Committee may deem appropriate to conform,
in whole or in part, to the provisions of the substituted equity incentives.

7
<PAGE> 9
(f) NOTICES. All notices under the Plan shall be in writing, and
if to the Company, shall be delivered to:

William L. Watson, Esq.
Secretary and General Counsel
Paxson Communications Corp.
18401 U.S. Highway 19 North
Clearwater, Florida 34624

Notices to the Participant shall be delivered personally or mailed to the
Participant at his or her address appearing in the payroll records of the
Company. The address of any Party may be changed at any time by written notice
to the other party given in accordance with this provision.

(g) OTHER COMPANY PLANS. Nothing contained herein shall prevent
the Company from establishing other incentive plans in which Participants in
the Plan also may participate. No Award under this Plan shall be considered as
compensation in calculating any insurance, pension or other benefit for which
the recipient is eligible unless any such insurance, pension or other benefit
is granted under a plan which expressly provides that compensation under this
Plan (and specifying the type of such compensation) shall be considered as
compensation under such plan, or except where the Committee expressly
determines that inclusion of an Award or portion of an Award should be included
to accurately reflect competitive compensation practices or to recognize that
an Award has been made in lieu of a portion of competitive annual cash
compensation.

(h) INDEMNIFICATION. No member of the Committee or the Board shall
be personally liable by reason of any contract or other instrument executed by
such member or on such member's behalf in his or her or her capacity as a
member of the Committee for any mistake of judgment made in good faith, and the
Company shall indemnify and hold harmless each employee, officer or director of
the Company to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim) arising out of any act or omission to act in connection
with the Plan unless arising out of such person's own fraud or bad faith.

(i) UNFUNDED PLAN. The Plan shall be unfunded. The Company shall
not be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Award under the Plan, nor
shall the Company be deemed to be a trustee of any rights granted under the
Plan and rights to payment of Awards shall be no greater than the rights of the
Company's general creditors.

(j) GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to the
principles of conflicts of law thereof.

(k) SEVERABILITY. In the event any provision of this Plan shall be
held to be illegal, invalid, or unenforceable for any reason, the illegality,
invalidity, or unenforceability of such provision shall not affect the
remaining provision of the Plan, but shall be fully severable and this Plan
shall be construed and enforced as if the illegal, invalid, or unenforceable
provision had never been included herein.

(l) HEADINGS. The section headings contained in the Plan are for
reference purposes only and shall not in any way affect the meaning or
interpretation of the Plan.

(m) BINDING EFFECT. This Plan shall be binding upon, and shall
inure to the benefit of, the Company, its successors and assigns, and the
Participant, his or her heirs, executors, administrators and legal
representatives.

8
<PAGE> 10
(n) ENTIRE AGREEMENT. This instrument contains the entire
understanding and agreement between the parties relating to the subject matter
hereof.

SECTION 13. APPROVAL AND EFFECTIVE DATE

This Plan shall become effective upon its adoption by the Board and
approval by the Company's shareholders, and awards and rights may be granted
upon such adoption and from time to time thereafter. Notwithstanding any
provisions of the Plan to the contrary, no Incentive Stock Options may be
granted at any time on or after the tenth anniversary of the date of the Plan's
adoption.

<PAGE> 1

EXHIBIT 5.1
<PAGE> 2
HOLLAND & KNIGHT

400 North Ashley Drive, Suite 2300
P.O. Box 1288 (ZIP 33601-1288)
Tampa, Florida 33602-4300

813-227-8600
FAX 813-229-0134

June 30, 1995

Paxson Communications Corporation
18401 U.S. Highway 19 North
Clearwater, Florida 34624

Re: Registration Statement on Form S-8

Gentlemen:

We refer to the Registration Statement (the "Registration Statement")
on Form S-8, filed today by Paxson Communications Corporation (the "Company")
with the Securities and Exchange Commission, for the purpose of registering
under the Securities Act of 1933 an aggregate of 2,143,575 shares (the
"Shares") of the authorized Class A Common Stock, par value $.001 per share, of
the Company being offered to certain employees of the Company pursuant to the
Company's Stock Incentive Plan (the "Plan").

In connection with the foregoing registration, we have acted as counsel
for the Company and have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, and representatives of the Company, and other documents as we deemed
necessary to deliver the opinion expressed below.

Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares will be, when and if
issued in accordance with the Plan, duly authorized, validly issued, and fully
paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

Very truly yours,

HOLLAND & KNIGHT

By: /s/ Michael L. Jamieson
-------------------------
Michael L. Jamieson

MLJ/ccm

<PAGE> 1

EXHIBIT 23.2
<PAGE> 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 15, 1995, which appears on page
F-2 of the Annual Report on Form 10-K of Paxson Communications Corp. for the
year ended December 31, 1994.

PRICE WATERHOUSE LLP

Tampa, Florida
June 30, 1995

<PAGE> 1

EXHIBIT 24.1
<PAGE> 2
POWER OF ATTORNEY

The undersigned constitutes and appoints Arthur D. Tek or Anthony L.
Morrison, or either of them as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign the Paxson Communications
Corporation Registration Statement on Form S-8 and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue
hereof.

Dated: June 30, 1995 /s/ Lowell W. Paxson
----------------------------
Lowell W. Paxson
<PAGE> 3
POWER OF ATTORNEY

Dated: June 30, 1995 /s/ Arthur D. Tek
-----------------------------
Arthur D. Tek
<PAGE> 4
POWER OF ATTORNEY

Dated: June 30, 1995 /s/ James B. Bocock
-----------------------------
James B. Bocock
<PAGE> 5
POWER OF ATTORNEY

Dated: June 30, 1995 /s/ Michael J. Marocco
-----------------------------
Michael J. Marocco
<PAGE> 6
POWER OF ATTORNEY

Dated: June 30, 1995 /s/ John A. Kornreich
-----------------------------
John A. Kornreich
<PAGE> 7
POWER OF ATTORNEY

Dated: June 30, 1995 /s/ J. Patrick Michaels, Jr.
-----------------------------
J. Patrick Michaels, Jr.
<PAGE> 8
POWER OF ATTORNEY

Dated: June 30, 1995 /s/ S. William Scott
-----------------------------
S. William Scott