PAXSON COMMUNICATIONS CORP, S-3, 1996-08-15

PAXSON COMMUNICATIONS CORP
S-3, 1996-08-15
RADIO BROADCASTING STATIONS

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1996
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

----------------------

FORM S-3

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
of incorporation or organization) Identification No.)

----------------------

SEE TABLE OF ADDITIONAL REGISTRANTS

----------------------

601 Clearwater Park Road
West Palm Beach, Florida 33401
(561) 659-4122
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

Anthony L. Morrison, Esq.
Secretary, Vice President, and General Counsel
Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401
(561) 659-4122
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Michael L. Jamieson, Esq. Roger Meltzer, Esq.
Holland & Knight Cahill Gordon & Reindel
400 North Ashley Drive 80 Pine Street
Suite 2050 New York, New York 10005
Tampa, Florida 33602 (212) 701-3000
(813) 227-8500
---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered per Share(1) Offering Price(1) Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
___% Cumulative Exchangeable
Preferred Stock . . . . . . 150,000 shares $1,000 $150,000,000 $51,724
- --------------------------------------------------------------------------------------------------------------
___% Exchange Debentures due
2006 . . . . . . . . . . . (2) --- --- (2)
- --------------------------------------------------------------------------------------------------------------
Guarantees of the ___% Exchange
Debentures due 2006 . . . . (3) --- --- (3)
- --------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Such indeterminate principal amount of Registrant's ___ % Exchange
Debentures due 2006 as may be issuable upon exchange of the ___%
Cumulative Exchangeable Preferred Stock. Pursuant to Rule 457(i), no
registration fee is required.
(3) This Registration Statement covers the Guarantees to be issued by each
of the Company's subsidiaries. Such Guarantees are to be issued for no
additional consideration and therefore no additional registration fee
is required.

The Registrants hereby amend this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

================================================================================
<PAGE> 2
TABLE OF ADDITIONAL REGISTRANTS

<TABLE>
<CAPTION>
State or
Other Primary Standard I.R.S.
Jurisdiction of Industrial Employer
Incorporation/ Classification Identification
Name Formation Number Number
- ---- --------- ------ ------
<S> <C> <C> <C>
PAXSON COMMUNICATIONS OF FLORIDA, INC. . . . . . . . . . . . . . . Florida 4832.1 59-3212231
PAXSON COMMUNICATIONS LP, INC. . . . . . . . . . . . . . . . . . . Florida 4832.1 59-3212236
PAXSON COMMUNICATIONS MANAGEMENT COMPANY . . . . . . . . . . . . . Florida 4832.1 59-3212233
PAXSON COMMUNICATIONS MARKETING, INC. . . . . . . . . . . . . . . Florida 4832.1 59-3212234
PAXSON COMMUNICATIONS NETWORKS, INC. . . . . . . . . . . . . . . . Florida 4832.1 59-3212235
EXCEL MARKETING ENTERPRISES, INC. . . . . . . . . . . . . . . . . . Florida 7313 59-2907133
PAXSON OUTDOOR, INC. . . . . . . . . . . . . . . . . . . . . . . . Florida 7312 59-3202387
PAXSON NETWORKS, INC. . . . . . . . . . . . . . . . . . . . . . . . Florida 4832.1 59-3212238
PAXSON COMMUNICATIONS TELEVISION, INC. . . . . . . . . . . . . . . Florida 4832.1 59-3283729
PAXSON BROADCASTING OF JACKSONVILLE, LIMITED PARTNERSHIP . . . . . Florida 4832 59-3075827
PAXSON BROADCASTING OF MIAMI, LIMITED PARTNERSHIP . . . . . . . . . Florida 4832 59-3095656
PAXSON BROADCASTING OF ORLANDO, LIMITED PARTNERSHIP . . . . . . . . Florida 4832 59-3095659
PAXSON BROADCASTING OF TAMPA, LIMITED PARTNERSHIP . . . . . . . . . Florida 4832 59-3075825
PAXSON TAMPA LICENSE LIMITED PARTNERSHIP . . . . . . . . . . . . . Florida 4832 59-3291861
PAXSON JACKSONVILLE LICENSE LIMITED PARTNERSHIP . . . . . . . . . . Florida 4832 59-3291869
PAXSON MIAMI LICENSE LIMITED PARTNERSHIP . . . . . . . . . . . . . Florida 4832 59-3291871
PAXSON ORLANDO LICENSE LIMITED PARTNERSHIP . . . . . . . . . . . . Florida 4832 59-3291865
PAXSON COMMUNICATIONS OF ATLANTA-14, INC. . . . . . . . . . . . . . Florida 4833 59-3235962
PAXSON ATLANTA LICENSE, INC. . . . . . . . . . . . . . . . . . . . Florida 4833 59-3291854
PAXSON COMMUNICATIONS OF BOSTON-60, INC. . . . . . . . . . . . . . Florida 4833 59-3283737
PAXSON BOSTON LICENSE, INC. . . . . . . . . . . . . . . . . . . . Florida 4833 59-3283741
PAXSON COMMUNICATIONS OF DALLAS-68, INC. . . . . . . . . . . . . . Florida 4833 59-3283742
PAXSON DALLAS LICENSE, INC. . . . . . . . . . . . . . . . . . . . Florida 4833 59-3283743
PAXSON COMMUNICATIONS OF NEW LONDON-26, INC. . . . . . . . . . . . Florida 4833 59-3283739
PAXSON NEW LONDON LICENSE, INC. . . . . . . . . . . . . . . . . . . Florida 4833 59-3283736
PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC. . . . . . . . . . . Florida 4833 59-3283731
PAXSON PHILADELPHIA LICENSE, INC. . . . . . . . . . . . . . . . . Florida 4833 59-3283730
PAXSON COMMUNICATIONS OF MIAMI-35, INC. . . . . . . . . . . . . . . Florida 4833 65-0471066
PAXSON COMMUNICATIONS OF SAN JOSE-65, INC. . . . . . . . . . . . . Florida 4833 59-3283735
PAXSON SAN JOSE LICENSE, INC. . . . . . . . . . . . . . . . . . . . Florida 4833 59-3283733
PAXSON COMMUNICATIONS OF TAMPA-66, INC. . . . . . . . . . . . . . . Florida 4833 59-3227558
PAXSON COMMUNICATIONS OF WEST PALM BEACH-25, INC. . . . . . . . . . Florida 4833 59-3236008
PAXSON WEST PALM BEACH LICENSE, INC. . . . . . . . . . . . . . . . Florida 4833 59-3291836
PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC. . . . . . . . . . . . Florida 4833 59-3295991
PAXSON LOS ANGELES LICENSE, INC. . . . . . . . . . . . . . . . . . Florida 4833 59-3295992
PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC. . . . . . . . . . . . Florida 4833 59-3295983
PAXSON COMMUNICATIONS OF ST. LOUIS-13, INC. . . . . . . . . . . . . Florida 4833 59-3295985
PAXSON MINNEAPOLIS LICENSE, INC. . . . . . . . . . . . . . . . . . Florida 4833 59-3295988
PAXSON COMMUNICATIONS OF COOKEVILLE, INC. . . . . . . . . . . . . . Florida 4832 62-1593701
PAXSON COOKEVILLE LICENSE, INC. . . . . . . . . . . . . . . . . . . Florida 4832 59-3348143
PAXSON COMMUNICATIONS OF FT. PIERCE-34, INC. . . . . . . . . . . . Florida 4833 65-0587768
PAXSON COMMUNICATIONS OF ORLANDO-56, INC. . . . . . . . . . . . . . Florida 4833 59-3297996
PAXSON COMMUNICATIONS OF HOUSTON-49, INC. . . . . . . . . . . . . . Florida 4833 76-0461679
PAXSON HOUSTON LICENSE, INC. . . . . . . . . . . . . . . . . . . . Florida 4833 76-0461475
THE INFOMALL TV NETWORK, INC. . . . . . . . . . . . . . . . . . . Delaware 7313 59-3298735
PAXSON ST. LOUIS LICENSE, INC. . . . . . . . . . . . . . . . . . . Florida 4833 59-3319717
THE INFOMALL CABLE NETWORK, INC. . . . . . . . . . . . . . . . . . Delaware 7313 59-3319718
PAXSON COMMUNICATIONS OF CLEVELAND-67, INC. . . . . . . . . . . . . Florida 4833 59-3319725
PAXSON COMMUNICATIONS OF WASHINGTON-60, INC. . . . . . . . . . . . Florida 4833 59-3319720
PAXSON WASHINGTON LICENSE, INC. . . . . . . . . . . . . . . . . . Florida 4833 59-3319719
PAXSON COMMUNICATIONS OF PHOENIX-13, INC. . . . . . . . . . . . . . Florida 4833 59-3295991
PAXSON PHOENIX LICENSE, INC. . . . . . . . . . . . . . . . . . . . Florida 4833 65-0625873
INFOMALL LOS ANGELES, INC. . . . . . . . . . . . . . . . . . . . . Florida 7313 58-2217093
PAXSON COMMUNICATIONS OF MILWAUKEE-55, INC. . . . . . . . . . . . . Florida 4833 65-0625874
PAXSON COMMUNICATIONS OF DENVER-59, INC. . . . . . . . . . . . . . Florida 4833 65-0603895
PAXSON COMMUNICATIONS OF NEW YORK-43, INC. . . . . . . . . . . . . Florida 4833 65-0611723
PAXSON NEW YORK LICENSE, INC. . . . . . . . . . . . . . . . . . . . Florida 4833 65-0611721
PAXSON COMMUNICATIONS OF AKRON-23, INC. . . . . . . . . . . . . . . Florida 4833 65-0611718
PAXSON AKRON LICENSE, INC. . . . . . . . . . . . . . . . . . . . . Florida 4833 65-0611729
PAXSON COMMUNICATIONS OF DAYTON-26, INC. . . . . . . . . . . . . . Florida 4833 31-1446001
PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC. . . . . . . . . . . Florida 4833 65-0628620
PAXSON COMMUNICATIONS OF ALBANY-55, INC. . . . . . . . . . . . . . Florida 4833 65-0628627
</TABLE>
<PAGE> 3

- -----------------------
* Applied for.
<PAGE> 4
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED AUGUST __, 1996
PROSPECTUS
[LOGO] 150,000 SHARES
PAXSON COMMUNICAITONS CORPORATION
% CUMULATIVE EXCHANGEABLE PREFERRED STOCK

Paxson Communications Corporation (the "Company") is offering (the
"Offering") 150,000 shares of % Cumulative Exchangeable Preferred Stock, par
value $.001 per share (the "New Preferred Stock").

Dividends on the New Preferred Stock will accrue from its date of
issuance and will be payable semi-annually commencing April 30, 1997, at a rate
per annum of % of the liquidation preference per share. Dividends may be
paid, at the Company's option, on any dividend payment date occurring on or
prior to October 31, 2002 either in cash or by the issuance of additional
shares of New Preferred Stock (and payment of cash in lieu of fractional
shares) having an aggregate liquidation preference equal to the amount of such
dividends. The liquidation preference of the New Preferred Stock will be
$1,000 per share. The New Preferred Stock is redeemable at the Company's
option, in whole or in part, at any time on or after October 31, 2001, at the
redemption prices set forth herein, plus, without duplication, accumulated and
unpaid dividends to the date of redemption. In addition, prior to October 31,
1999, the Company may, at its option, redeem up to an aggregate of 35% of the
shares of New Preferred Stock (whether initially issued or issued in lieu of
cash dividends) with the net proceeds from one or more Public Equity Offerings
(as defined) or Major Asset Sales (as defined), at the redemption prices set
forth herein, plus, without duplication, accumulated and unpaid dividends to
the redemption date; provided, however, that after any such redemption there is
at least $75 million aggregate liquidation preference of the New Preferred
Stock outstanding. The Company is required, subject to certain conditions, to
redeem all of the New Preferred Stock outstanding on October 31, 2006, at a
redemption price equal to 100% of the liquidation preference thereof, plus,
without duplication, accumulated and unpaid dividends to the date of
redemption. Upon the occurrence of a Change of Control (as defined), the
Company will, subject to certain conditions, offer to purchase all of the then
outstanding shares of New Preferred Stock at a price equal to 101% of the
liquidation preference thereof, plus, without duplication, accumulated and
unpaid dividends to the date of purchase. The New Preferred Stock ranks junior
to the Company's outstanding preferred stock with respect to dividend rights
and rights on liquidation of the Company. The Company's outstanding preferred
stock restricts the payment of dividends on capital stock ranking junior to
such preferred stock. On a pro forma basis, after giving effect to the Proposed
Acquisitions (as defined) and the Offering, as though such transactions had
occurred on June 30, 1996, there would have been outstanding $34.1 million of
existing preferred stock ranking senior to the New Preferred Stock.

Subject to certain conditions, the New Preferred Stock is exchangeable
in whole or in part on a pro rata basis, at the option of the Company, on any
dividend payment date, for the Company's % Exchange Debentures due 2006
(including any such securities paid in lieu of cash interest, as described
herein, the "Exchange Debentures"); provided, that immediately after giving
effect to any such partial exchange, there shall be outstanding shares of New
Preferred Stock with an aggregate liquidation preference of not less than $75
million and not less than $75 million in aggregate principal amount of Exchange
Debentures. Interest on the Exchange Debentures will be payable at a rate of
% per annum and will accrue from the date of issuance thereof. Interest on the
Exchange Debentures will be payable semi- annually in cash or, at the option of
the Company, on or prior to October 31, 2002 in additional Exchange Debentures,
in arrears on each April 30 and October 31, commencing on the first such date
after the exchange of the New Preferred Stock for the Exchange Debentures. The
Exchange Debentures mature on October 31, 2006 and are redeemable, at the
option of the Company, in whole or part, on or after October 31, 2001, at the
redemption prices set forth herein, plus accrued and unpaid interest to the
date of redemption. In addition, prior to October 31, 1999, the Company may, at
its option, redeem up to an aggregate of 35% of the aggregate principal amount
of Exchange Debentures (whether issued in exchange for New Preferred Stock or
in lieu of cash interest payments) with the net proceeds from one or more
Public Equity Offerings or Major Asset Sales at the redemption prices set forth
herein, plus, without duplication, accrued and unpaid interest to the
redemption date; provided, however, that after any such redemption the
aggregate principal amount of the Exchange Debentures then outstanding is at
least $75 million.

The Exchange Debentures will be subordinated to all existing and
future Senior Debt of the Company and will rank pari passu with the Company's
11 5/8% Senior Subordinated Notes due 2002 (the "Notes") and will rank pari
passu with or senior to all future Indebtedness (as defined) of the Company
that expressly provides that it ranks pari passu with or junior to the Exchange
Debentures, as the case may be. The Exchange Debentures will be unconditionally
guaranteed, jointly and severally, on a senior subordinated basis, by each of
the Company's subsidiaries (the "Guarantors"). On a pro forma basis, after
giving effect to the Proposed Acquisitions and the Offering as though such
transactions had occurred on June 30, 1996, there would have been $14.3 million
of Senior Debt of the Company outstanding, and $227.5 million of Indebtedness
ranking pari passu with the Exchange Debentures.

-----------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 16 FOR A DISCUSSION OF CERTAIN
RISK FACTORS THAT SHOULD BE CONSIDERED BY POTENTIAL INVESTORS.

-----------------------------

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

<TABLE>
<CAPTION>
=========================================================================================================
Price to Underwriting Proceeds to
Public(1) Discount(2) Company(3)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per share . . . . . . . . . . . . . . . . . $ $ $
- ---------------------------------------------------------------------------------------------------------
Total . . . . . . . . . . . . . . . . . . . $ $ $
=========================================================================================================
</TABLE>

(1) Plus accumulated dividends, if any, from , 1996.
(2) The Company and the Guarantors have agreed to indemnify the
Underwriters (as defined) against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(3) Before deducting expenses payable by the Company, estimated at $ .

---------------------
The New Preferred Stock is offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by the Underwriters, and
subject to approval of certain legal matters by counsel. It is expected that
delivery of the New Preferred Stock will be made on or about ,1996, at the
offices of BT Securities Corporation, One Bankers Trust Plaza, New York, New
York.

---------------------

BT SECURITIES CORPORATION
GOLDMAN, SACHS & CO.
FIRST UNION CAPITAL MARKETS CORP.
AS ADVISOR

----------------------
The date of this Prospectus is , 1996.
<PAGE> 5
PROSPECTUS INSIDE FRONT COVER

Depiction of various Company radio station, television station and network
logos or service marks shown.

TWO PAGE FOLD-OUT OF PROSPECTUS INSIDE COVER

Map of the United States and Puerto Rico, with separate enlarged map of
Florida, identifying locations of the Company's owned, operated or affiliated
television and radio stations, as well as the Company's radio networks and
areas of billboard concentration.
<PAGE> 6
AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the securities offered
by this Prospectus. For the purposes hereof, the term "Registration Statement"
means the original Registration Statement and any and all amendments thereto,
including the schedules and exhibits to such Registration Statement or any such
amendment. This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration
Statement, to which reference is hereby made. Each statement made in this
Prospectus concerning a document filed as an exhibit to the Registration
Statement is qualified in its entirety by reference to such exhibit for a
complete statement of its provisions.

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information may
be inspected and copied at the public reference facilities of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as
well as the following Regional Offices: 7 World Trade Center, Suite 1300, New
York, New York 10007; and Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies can be obtained by mail from
the Commission's Public Reference Section, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Commission maintains a
web site that contains reports, proxy and information statements and other
information regarding the Company, the address of which is http://www.sec.gov.
The Company's Class A Common Stock is listed on the American Stock Exchange and
material filed by the Company can be inspected at the offices of the American
Stock Exchange at 86 Trinity Place, New York, New York 10006.

-------------------

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW PREFERRED STOCK OF THE
COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN CONTAIN
FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES. THE
COMPANY'S ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN
THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE
INCLUDE, BUT ARE NOT LIMITED TO, FLUCTUATIONS IN THE COMPANY'S QUARTERLY
ACTIVITIES AND RESULTS OF OPERATIONS, THE RISKS INHERENT IN THE COMPANY'S
BUSINESS AND OTHER FACTORS DISCUSSED IN THIS PROSPECTUS UNDER THE HEADING "RISK
FACTORS" OR IN THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN.

-------------------

INCORPORATION OF DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference in this Prospectus the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
and June 30, 1996, and the Company's Proxy Statement, dated April 26, 1996, for
the Company's 1996 Annual Meeting of Shareholders as heretofore filed by the
Company with the Commission pursuant to the Exchange Act.

-ii-
<PAGE> 7

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of this Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.

The information relating to the Company contained in this Prospectus
does not purport to be comprehensive and must be read together with the
information contained in the documents listed above, which have been
incorporated by reference. Any information contained in a document
incorporated by reference or deemed to be incorporated by reference herein
shall be modified or superseded, for purposes of this Prospectus, to the extent
that a statement contained herein or in any subsequently filed document that is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any document incorporated by reference in this Prospectus, other than exhibits
to any such document not specifically described above. Requests for such
documents should be directed to Paxson Communications Corporation, 601
Clearwater Park Road, West Palm Beach, Florida 33401, Attention: Director of
Finance (telephone number (561) 659-4122).

-iii-
<PAGE> 8
CERTAIN DEFINITIONS AND MARKET AND INDUSTRY DATA

The terms "EBITDA," "operating cash flow," "segment operating profit"
and "Adjusted EBITDA" are referred to in various places in this Prospectus.
"EBITDA" is defined as net income (loss) before (i) extraordinary item and
cumulative effect of a change in accounting principle, (ii) benefit (provision)
for income taxes, (iii) other income (expense), net, (iv) interest expense,
net, (v) time brokerage fees relating to financing of stations which the
Company has an agreement or option to acquire, (vi) depreciation and
amortization, including amortization of broadcast rights, (vii) option plan
compensation and (viii) non-recurring items including terminated operations,
less scheduled broadcast rights payments. "Operating cash flow" is defined as
net income excluding non-cash items, non-recurring items including terminated
operations, interest, other income, income taxes and time brokerage fees, less
scheduled program rights payments. Although EBITDA and operating cash flow are
not measures of performance under United States generally accepted accounting
principles ("GAAP"), the terms are often used in the broadcast industry as a
measure of a broadcasting company's financial performance. "Segment operating
profit" is defined as segment EBITDA before corporate overhead allocations.
"Adjusted EBITDA" is defined as EBITDA for the latest twelve months ended June
30, 1996, less (i) segment operating profit for the Infomall TV Network for
such period plus (ii) four times such segment's operating profit for the
quarter ended June 30, 1996. Neither EBITDA, operating cash flow, segment
operating profit nor Adjusted EBITDA should be considered in isolation or as a
substitute for net income, cash flows from operating activities and other
income or cash flow statement data prepared in accordance with GAAP, or as a
measure of profitability or liquidity.

The term "time brokerage agreement" (also known in the broadcast
industry as a "local marketing agreement"), generally refers to an agreement
under which a radio or television programmer agrees to purchase from a
broadcast station licensee substantially all of the broadcast time on a
station, provides programming and sells advertising during the purchased time,
receives all the revenue derived from advertising sold during the purchased
time, pays certain expenses of the station and performs other functions, with
the licensee retaining responsibility for ultimate control of the station in
accordance with FCC policies. Time brokerage agreements are more fully
described in "Business -- Federal Regulation of Broadcasting." The term "joint
sales agreement" (a "JSA") refers to an agreement under which a broadcast
station agrees to provide sales and marketing services for another broadcast
station while the owner of such broadcast station provides the programming for
such other broadcast station.

Radio market rank information has been obtained from BIA Publications,
Inc. ("BIA") and represents rankings as of Spring 1996 for the indicated
markets. Radio audience share ratings for the indicated radio station or group
of radio stations have been obtained from surveys of persons aged 25-54
listening Monday-Sunday, 6:00 a.m. to 12:00 midnight, as reported by Arbitron,
Radio Market Report for Spring 1996, The Arbitron Company ("Arbitron"), except
that a preliminary Spring 1996 survey has been used for Panama City and
Tallahassee, Florida, and the Cookeville, Tennessee figures are based on 12+
surveys contained in Arbitron's 1996 County by County Ratings conducted during
1995. Audience share data is expressed as the local average quarter-hour share
for each indicated radio station. A radio station's audience share is derived
by comparing the radio station's average quarter-hour share to the total
average quarter-hour share for all radio stations listed as inside the Metro
Survey Area by Arbitron. Average quarter-hour share is a percentage of the
estimated number of persons who listen to a given radio station for a minimum
of five minutes within a quarter-hour compared to the total number of persons
who listen to radio in the market within such quarter-hour.

Market radio advertising revenue for 1995 and combined revenue share
at June 30, 1996 for the radio stations owned and proposed to be acquired by
the Company in Miami, Tampa, Orlando and Jacksonville, Florida, have been
obtained from the December 1995 and June 1996 issues of the Miller, Kaplan
Market Revenue Report, a monthly publication of Miller, Kaplan, Arase & Co.,
Certified Public Accountants ("Miller Kaplan"). Market radio advertising
revenue for 1995 and combined revenue share at December 31, 1995 for the radio
stations to be acquired by the Company in Tallahassee, Pensacola and Panama
City, Florida have been prepared by BIA based upon revenue estimates from
November 1995 surveys (the "BIA Survey") of radio station general managers and
owners for the year ended December 31, 1995. Combined radio station market
revenue rankings have been obtained from the BIA Survey, except that the
ranking for Cookeville is based upon Company estimates. Arbitron, BIA and
Miller Kaplan compile their audience share, revenue share, revenue ranking and
other statistical data under procedures and methodologies that are described,
and that have the limitations provided, in their respective reports. All such
information provided herein is subject to those limitations. The Company does
not assume responsibility for the accuracy or completeness of such published
data.

-iv-
<PAGE> 9

All television station audience share ratings in this Prospectus have
been obtained from the Nielsen Station Index Viewers and Profile for May 1996,
a publication of A. C. Nielsen Co. ("Nielsen"). All market rank, total market
television household data and total market cable television household data has
been obtained from U.S. Television Household Estimates for May 1996, as
prepared by Nielsen for each designated market area ("DMA"), except that
television and cable household data for San Juan has been obtained from J.
Walter Thompson Latin America, as of June 1995. The Company does not assume
responsibility for the accuracy or completeness of such published data.
Revenue data for the West Palm Beach television market has been obtained from
the local office of Ernst & Young LLP. Data indicating the number of cable
television households reached by inTV in a DMA as of May 15, 1996, has been
provided to the Company by the local cable system operators in each DMA.

-v-
<PAGE> 10
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to,
and should be read in conjunction with, the more detailed information and
financial statements contained elsewhere in this Prospectus and in the
documents incorporated by reference herein. Except as otherwise indicated by
the context, references in this Prospectus to the "Company" include Paxson
Communications Corporation and its direct and indirect wholly-owned
subsidiaries. Capitalized terms used without definition in the following
summary are defined elsewhere in this Prospectus.

THE COMPANY

Paxson Communications Corporation (the "Company" or "Paxson
Communications") is a diversified broadcasting company whose principal
businesses consist of a nationwide network of television stations (the
"Infomall TV Network" or "inTV") dedicated to the airing of long form paid
programming, consisting mainly of infomercials ("inTV programming"), and a
major radio station group operating primarily in Florida. In addition to the
Infomall TV Network, the Company's television operations include ownership of
an ABC network affiliated television station and the operation of a UPN/WB
network affiliated television station pursuant to a time brokerage agreement,
each of which operates in the West Palm Beach television market. The Company
also owns and operates radio networks and billboards which complement its
Florida radio broadcasting business.

The Company was founded in 1991 by Lowell W. "Bud" Paxson who
personally financed the Company's early growth and continues to lead the
Company as its majority stockholder and chief executive. Mr. Paxson has been
at the forefront of several innovative broadcasting concepts over the last
decade, including his leadership role in the creation and early growth of
electronic retailing as the creator and co-founder of Home Shopping Network,
Inc. and Silver King Communications, Inc., and was one of the first radio
operators to take advantage of duopoly radio station ownership. In April 1996,
the Company raised over $150 million of new equity capital through the public
sale of shares of its Class A Common Stock, which trades on the American Stock
Exchange under the symbol "PXN."

INFOMALL TV NETWORK

The Company introduced its Infomall TV Network in January 1995 in
order to capitalize on what the Company believes to be a rapidly growing
industry. inTV has since expanded rapidly through increasing cable carriage of
its existing stations and acquiring additional stations, and currently consists
of 28 owned, time brokered or affiliated television stations. Broadcasting and
Cable magazine recently ranked the Company as the seventh largest television
broadcaster in the United States, based on the number of television households
in each DMA in which a broadcaster owns a station (i.e., excluding stations
operated pursuant to time brokerage agreements or affiliated stations) and
counting only 50% of the households in those DMAs which a broadcaster serves
via a UHF frequency. Upon completion of the Proposed inTV Acquisitions (as
defined) and pending affiliation agreements, the Infomall TV Network will
consist of a total of 39 television stations operating in 35 television
markets, including 21 of the 30 largest television markets in the United States.

The Company believes that its inTV stations comprise the only national
network of television stations dedicated to the airing of infomercial
programming, and that its inTV stations represent a valuable national
television broadcasting distribution infrastructure that would be difficult and
expensive to replicate. The Company believes that the Infomall TV Network is
the only group of broadcast television stations in the United States offering
long form paid programmers and infomercial advertisers significant national,
regional and local distribution capability and airtime during each of the
popular morning, daytime and prime time viewing hours.

The television stations converted by the Company to inTV stations are
typically non-network-affiliated stations with marginal operating results that
can be acquired at a relatively low cost compared to network-affiliated
stations. Certain of these stations are licensed to communities outside the
center of major television markets, but within such markets' designated market
area ("DMA"), and by virtue of the FCC's "must carry" rules are thus generally
entitled to carriage on cable systems within such DMA. Through the exercise of
"must carry" rights and the improvement of its stations' over-the-air signals,
the Company attempts to maximize its cable household coverage within its
markets. While the Company's cable household coverage for its owned or operated
inTV stations was in the aggregate 57.8% of the total cable households in its
markets as of May 1996, the Company's goal is to reach approximately 85% of the
cable homes in its markets. In general, the

-1-
<PAGE> 11

Company has been successful in improving its stations' cable household coverage
over time, as demonstrated by the aggregate cable household coverage of the
four inTV stations (WCTD-TV, Miami, WTLK-TV, Atlanta, WFCT-TV, Tampa and WIRB-
TV, Orlando) with which the Company launched the Infomall TV Network (the
"Original inTV Stations"), which improved from 73.2% as of January 1995 to
92.9% as of June 1996. There can be no assurance that the Company will be able
to achieve its goal of reaching 85% of cable households in its markets, or that
the Company's experience in this regard with the Original inTV Stations is or
will be representative of the results of the Infomall TV Network as a whole.
The Company believes that it also reaches a significant number of over-the-air
television households that do not receive cable television. Upon completion of
the Proposed inTV Acquisitions, the Infomall TV Network will serve DMAs
currently containing approximately 47.7 million television households, of which
30.5 million households are served by cable television. The Company continues
to evaluate the acquisition of or affiliation with additional television
stations to further extend the national reach of its Infomall TV Network.

The Company's inTV strategy is to continue to maximize revenues and
operating cash flow through improved performance at its existing inTV stations
and continued expansion of the Infomall TV Network. Shortly after the Company
acquires a television station or commences operating a television station
pursuant to a time brokerage agreement, the Company adds such station to the
Infomall TV Network and replaces substantially all of the existing programming
with inTV programming, which, unlike traditional television programming, is
paid for by the advertiser as opposed to the broadcaster. The introduction of
inTV programming allows the Company to eliminate substantially all programming
expenses and achieve significant reductions in other operating expenses. The
Company's inTV stations are operated by an average of 15 people, compared to
network and independent stations which average over 100 and 60 people,
respectively, in markets of similar size to the Company's. To date, virtually
all of the inTV stations owned or operated by the Company have contributed
rapidly to operating cash flow, typically within two months after commencing
inTV operations.

Once a station is part of the Infomall TV Network and expenses have
been reduced, the Company focuses on maximizing such station's revenues. The
Company's revenue strategies include increasing its cable household coverage
through broadcast signal improvements and the exercise of "must carry" rights,
and creating increased demand for its inventory by focusing on local sales as
well as targeting additional long form programming formats such as religious
and ethnic programming to allow rate increases. The Company has been
successful in implementing its revenue enhancing strategies, as evidenced by
the 13.7% increase in the average half hour rate per hundred thousand cable
television households accessed and the 17.2% increase in cable television
households accessed for the Original inTV Stations, calculated as of June 30,
1996 compared to the comparable date in the prior year.

PAXSON RADIO

The Company has assembled a substantial statewide radio broadcasting
group with operations in Florida's largest markets, which the Company believes
to be among the most attractive and fastest growing in the nation. Upon
completion of the Proposed Radio Acquisitions (as defined), Paxson
Communications will own and operate 38 radio stations (24 FM and 14 AM
stations), with more radio stations in Florida than any other broadcaster. The
Company believes that the addition of the Proposed Radio Acquisitions will
enable the Company to build or strengthen its radio duopolies (two FM or two AM
stations in a market) or "super-duopolies" (more than two FM or two AM
stations in a market) in each of its seven Florida radio markets, and will
result in the Company's radio group ranking number one in combined revenue
share in three of its seven Florida markets.

The Florida radio markets in which the Company operates continue to
experience substantial concentration of station ownership among large radio
group owners. The Company believes that concentration of station ownership
will result in a more stable radio marketplace and more predictable cash flow
for owners of station groups in such markets. The Company believes that its
established position among the leading radio broadcast groups in each of its
Florida markets differentiates it from its competitors and makes the Company
attractive to regional and national advertisers.

The Company's radio expansion strategy is to acquire additional
stations to enhance its position in its current markets and to selectively
enter new markets, primarily in Florida, building upon its multiple radio
station ownership strategy in each of its markets and taking advantage of
relaxed multiple radio station ownership limitations implemented by recent
changes in federal telecommunications law. In addition to its Florida stations,
the Company owns and operates an AM/FM combination in Cookeville, Tennessee,
and has agreed to acquire an additional AM/FM combination in that market. The
Company also operates six radio networks with 346 affiliated radio stations in
the eastern and southeastern United States and

-2-
<PAGE> 12

controls 163 billboard locations (398 faces) in the Tampa and Orlando markets
that support the Company's radio station operations and provide advertising
revenue.

The Company's radio operating strategy, which is implemented by the
Company's highly experienced management team, is to capitalize on the revenue
enhancing and cost saving opportunities of operating multiple FM and AM
stations in geographically proximate markets. The principal elements of the
Company's operating strategy include: (i) extensive market research, (ii)
aggressive marketing and promotion and (iii) strict cost controls facilitated
in part by news and other programming for all stations being largely centrally
produced.

PAXSON NETWORK-AFFILIATED TELEVISION

Paxson Communications owns and operates an ABC-TV affiliate, WPBF-TV,
in the West Palm Beach market. Pursuant to a time brokerage agreement, the
Company provides programming and markets commercial time for a second
television station, WTVX-TV (a combined United Paramount Network and Warner
Brothers Network affiliate), which is also in the West Palm Beach market. The
West Palm Beach television market is one of the fastest growing markets in the
country as evidenced by its increased market ranking from 65th in 1985 to 45th
in 1995.

The Company acquired WPBF-TV in July 1994 for approximately $32.5
million and began operating WTVX-TV under a time brokerage agreement in August
1995. The Company has a long-term assignable option to acquire WTVX-TV for
approximately $19 million. The Company's television operating strategy is
similar to its radio operating strategy as the Company seeks to capitalize on
the revenue enhancing and cost saving opportunities from operating two
television stations in one market from a single studio facility.

The network-affiliated television broadcasting industry is currently
undergoing significant consolidation as a result of the relaxation of multiple
ownership rules in the newly enacted Telecommunications Act of 1996. Despite
being an active bidder in selective markets, the Company has not been
successful in locating traditional television stations at attractive prices to
expand its network affiliated television station group. As the Company
believes that the current consolidation will place small station group
operators at a significant disadvantage versus larger group operators, and that
the Company could benefit from redeploying its investment in its
network-affiliated television operations to its core inTV and radio group
businesses, it is considering the sale or exchange for other broadcast assets
of its network-affiliated television operations and has engaged an investment
banking firm to advise it with respect to such a sale or exchange and assist it
in locating potential purchasers. There can be no assurance that any offers
will be received or be acceptable to the Company.

-3-
<PAGE> 13
BROADCAST PROPERTY OVERVIEW

INFORMAL TV NETWORK

The following table lists those in TV properties that the Company owns,
operates or is affiliated with, and those properties which the Company has
agreements to acquire or operate, as identified under "Proposed in TV Stations"
below. (Television and cable households in thousands.)

<TABLE>
<CAPTION>
Actual or
National TV Anticipated inTV Cable Current Total
Market Commencement of Carriage at inTV Cable Market Cable
Market(1) Rank Station Operations Commencement(2) Carriage(3) Households
- --------- ----------- -------------- --------------- --------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Owned or Operated
New York, NY . . . . . . . . . . . . 1 WHAI-TV 3/96 626 783 4,529
Los Angeles, CA . . . . . . . . . . . 2 KZKI-TV 5/95 1,453 2,183 2,997
Philadelphia, PA . . . . . . . . . . 4 WTGI-TV 2/95 1,225 1,489 1,961
San Francisco, CA . . . . . . . . . . 5 KLXV-TV 6/95 650 861 1,578
Boston, MA . . . . . . . . . . . . . 6 WGOT-TV 5/95 604 846 1,625
Washington, DC . . . . . . . . . . . 7 WYVN-TV 9/96 0 0 1,238
Atlanta, GA . . . . . . . . . . . . . 10 WTLK-TV 4/94 300 944 1,015
Atlanta, GA* . . . . . . . . . . . . 11 WNGM-TV 4/96 182 183 1,015
Houston, TX . . . . . . . . . . . . . 13 KTFH-TV 3/95 647 793 867
Cleveland, OH* . . . . . . . . . . . 13 WOAC-TV 10/95 332 336 966
Cleveland, OH . . . . . . . . . . . . 13 WAKC-TV 3/96 560 560 966
Tampa, FL* . . . . . . . . . . . . . 15 WFCT-TV(5) 8/94 0 864 976
Miami, FL* . . . . . . . . . . . . . 16 WCTD-TV 4/94 396 883 922
Phoenix, AZ . . . . . . . . . . . . . 17 KWBF-TV 3/96 23 26 661
Denver, CO . . . . . . . . . . . . . 18 KUBD-TV 8/95 430 426 699
St. Louis, MO . . . . . . . . . . . . 20 WCEE-TV 1/96 23 24 569
Orlando, FL* . . . . . . . . . . . . 22 WIRB-TV(5) 12/94 468 687 741
Hartford, CT* . . . . . . . . . . . . 26 WTWS-TV(6) 3/95 661 721 770
Milwaukee, WI* . . . . . . . . . . . 29 WHKE-TV 7/96 257 276 438
Raleigh, NC* . . . . . . . . . . . . 32 WRMY-TV(7) 6/96 0 29 481
Greensboro, NC . . . . . . . . . . . 48 WAAP-TV 7/96 323 323 345
Albany, NY . . . . . . . . . . . . . 52 WOCD-TV 5/96 251 251 357
Dayton, OH . . . . . . . . . . . . . 53 WTJC-TV 10/95 298 315 341
San Juan, PR* . . . . . . . . . . . . NR WSJN-TV(8) 2/96 285 285 298
------ ------ ------
Total Owned or
Operated(9) . . . . . . . . . . . . 9,993 14,088 24,373
------ ------ ------

Affiliates
Sacramento, CA . . . . . . . . . . . 21 KCMY-TV 7/95 624 644 688

Indianapolis, IN . . . . . . . . . . 24 WIIB-TV 1/96 401 417 580
Norfolk, VA . . . . . . . . . . . . . 40 WJCB-TV 8/95 343 362 446
Fresno, CA . . . . . . . . . . . . . 57 KGMC-TV 1/96 179 164 256
------ ------ ------

Total Affiliates . . . . . . . . . 1,546 1,587 1,969
------ ------ ------
Total Owned, Operated
and Affiliates(9) . . . . . . . . . 11,540 15,675 26,343
====== ====== ======

Proposed inTV Stations
Philadelphia, PA . . . . . . . . . . 4 WTVE-TV(10) 10/96 1,961
Dallas, TX . . . . . . . . . . . . . 8 Channel 68(4) 12/96 924
Minneapolis, MN . . . . . . . . . . . 14 KXLI-TV 10/96 702
Phoenix, AZ . . . . . . . . . . . . . 17 KAJW-TV(4) 1/97 661
Salt Lake City, UT* . . . . . . . . . 37 KZAR-TV(4)(10) 12/96 359
Grand Rapids, MI . . . . . . . . . . 38 WJUE-TV(4)(11) 10/96 390
Oklahoma City, OK . . . . . . . . . . 43 KMNZ-TV(4) 2/97 353
West Palm Beach, FL . . . . . . . . . 45 WHBI-TV(4)(12) 2/97 468
Providence, RI . . . . . . . . . . . 46 WOST-TV(4)(8) 12/96 412
Birmingham, AL . . . . . . . . . . . 51 WNAL-TV 9/96 338
Tulsa, OK . . . . . . . . . . . . . . 59 KGLB-TV(4) 2/97 287

Total Proposed inTV
Stations(9) . . . . . . . . . . . . 4,283
------

TOTAL INTV NETWORK(9) . . . . . . . 30,575
======
<CAPTION>

Current Total
inTV Cable Market TV
Market(1) Carriage(3) Households
- --------- ----------- ----------
<S> <C> <C>
Owned or Operated
New York, NY . . . . . . . . . . . . 17.3% 6,695
Los Angeles, CA . . . . . . . . . . . 72.8 4,918
Philadelphia, PA . . . . . . . . . . 76.0 2,646
San Francisco, CA . . . . . . . . . . 54.6 2,257
Boston, MA . . . . . . . . . . . . . 52.1 2,122
Washington, DC . . . . . . . . . . . 0.0 1,884
Atlanta, GA . . . . . . . . . . . . . 93.0 1,584
Atlanta, GA* . . . . . . . . . . . . 18.0 1,584
Houston, TX . . . . . . . . . . . . . 91.5 1,574
Cleveland, OH* . . . . . . . . . . . 34.8 1,452
Cleveland, OH . . . . . . . . . . . . 58.0 1,452
Tampa, FL* . . . . . . . . . . . . . 88.5 1,395
Miami, FL* . . . . . . . . . . . . . 95.8 1,341
Phoenix, AZ . . . . . . . . . . . . . 3.9 1,170
Denver, CO . . . . . . . . . . . . . 60.9 1,160
St. Louis, MO . . . . . . . . . . . . 4.2 1,108
Orlando, FL* . . . . . . . . . . . . 92.7 998
Hartford, CT* . . . . . . . . . . . . 93.6 911
Milwaukee, WI* . . . . . . . . . . . 63.0 783
Raleigh, NC* . . . . . . . . . . . . 6.0 792
Greensboro, NC . . . . . . . . . . . 93.7 553
Albany, NY . . . . . . . . . . . . . 70.5 507
Dayton, OH . . . . . . . . . . . . . 92.3 501
San Juan, PR* . . . . . . . . . . . . 95.6 1,064
------

Total Owned or
Operated(9) . . . . . . . . . . . . 57.8% 37,414
------

Affiliates
Sacramento, CA . . . . . . . . . . . 93.7% 1,101
Indianapolis, IN . . . . . . . . . . 71.9 925
Norfolk, VA . . . . . . . . . . . . . 81.2 619
Fresno, CA . . . . . . . . . . . . . 64.1 482
------

Total Affiliates . . . . . . . . . 80.6% 3,127
------
Total Owned, Operated
and Affiliates(9) . . . . . . . . . 59.5% 40,541
======

Proposed inTV Stations
Philadelphia, PA . . . . . . . . . . 2,646
Dallas, TX . . . . . . . . . . . . . 1,822
Minneapolis, MN . . . . . . . . . . . 1,412
Phoenix, AZ . . . . . . . . . . . . . 1,170
Salt Lake City, UT* . . . . . . . . . 656
Grand Rapids, MI . . . . . . . . . . 637
Oklahoma City, OK . . . . . . . . . . 585
West Palm Beach, FL . . . . . . . . . 576
Providence, RI . . . . . . . . . . . 557
Birmingham, AL . . . . . . . . . . . 525
Tulsa, OK . . . . . . . . . . . . . . 459

Total Proposed inTV
Stations(9) . . . . . . . . . . . . 7,229
------
TOTAL INTV NETWORK(9) . . . . . . . 47,770
======
</TABLE>

(see footnotes on the following page)

-4-
<PAGE> 14
* Operated or to be operated pursuant to a time brokerage agreement;
except as noted, the Company has an option to acquire a 100% ownership
interest.
(1) Each station is licensed by the FCC to serve a specific community,
which is included in the listed market.
(2) Cable households reached at commencement of station's operations.
(3) Cable households reached at 5/96, and as a percentage of the total
market cable households.
(4) Station is currently under construction or not operating.
(5) No option to acquire any ownership interest.
(6) To be operated pursuant to a time brokerage agreement upon completion
of an FCC-required restructuring of the Company's investment in such
station in connection with the Company's acquisition of WHAI-TV.
(7) Option to acquire 40% ownership interest.
(8) 50% ownership interest to be acquired.
(9) Figures represent total cable and television households in each market
only and are not necessarily indicative of the number of households
reached by each station in its market; totals do not double count
markets where the Company has more than one station.
(10) Acquisition of an option to acquire a 50% ownership interest.
(11) 70% ownership interest to be acquired.
(12) Pending inTV affiliate.

-5-
<PAGE> 15
PAXSON RADIO

<TABLE>
<CAPTION>
Market Audience Share Revenue Revenue
RADIO MARKET(1) Rank Format (persons 25-54) Share Rank
- ------------------------------- ------ ------------------------- --------------- ------- -------
1995 1996
<S> <C> <C> <C> <C> <C> <C>
Miami/Ft. Lauderdale, FL 11
WLVE-FM . . . . . . . Smooth Jazz 3.9 3.8
WZTA-FM . . . . . . . Active Rock 2.8 4.4
WINZ-AM . . . . . . . News 1.4 0.6
WFTL-AM . . . . . . . Hot Talk 0.4 0.4
WSHE-FM(2)(3) . . . . Modern Adult Contemporary 2.8
WSRF-AM(2)(3) . . . . Block/Long-Form n/r
WIOD-AM(2) . . . . . . Talk/Sports/Entertainment 3.9
----
Total Market* . . . 15.9% 20.5% 1

Tampa/St. Petersburg, FL 21
WHPT-FM . . . . . . . Rock Adult Contemporary 5.9 5.4
WSJT-FM . . . . . . . Smooth Jazz 0.2 5.1
WHNZ-AM . . . . . . . News 1.0 0.6
WZTM-AM . . . . . . . Sports 0.2 0.4
----
Total Market . . . . 11.5% 12.0% 5

Orlando, FL 39
WMGF-FM . . . . . . . Soft Adult Contemporary 7.3 7.7
WJRR-FM . . . . . . . Active Rock 4.9 3.9
WWNZ-AM . . . . . . . News 1.5 0.5
WQTM-AM . . . . . . . Sports 0.8 1.0
WTKS-FM(2)(3) . . . . Hot Talk 7.9
WDIZ-FM(2)(3) . . . . Modern Adult Contemporary 4.3
----
Total Market* . . . 25.3% 27.9% 3

Jacksonville, FL 53
WROO-FM . . . . . . . Country 7.5 5.2
WPLA-FM . . . . . . . Rock Alternative 2.0 4.4
WFSJ-FM . . . . . . . Smooth Jazz 4.7 3.9
WNZS-AM . . . . . . . Sports 1.4 1.9
WZNZ-AM . . . . . . . News 0.5 0.1
----
Total Market . . . . 15.5% 17.6% 3

Pensacola, FL 125
WOWW-FM(2) . . . . . . Rock Alternative 3.2
WTKX-FM(2) . . . . . . Album Oriented Rock 5.6
----
Total Market* . . . 8.8% 21.7% 3

Tallahassee, FL 167
WSNI-FM(2) . . . . . . Oldies 7.4
WXSR-FM(2) . . . . . . Active Rock 4.2
WTPS-FM(2) . . . . . . Hot Adult Contemporary 2.1
WTNT-FM(2) . . . . . . Country 6.3
WNLS-AM(2) . . . . . . Sports 1.1
----
Total Market* . . . 21.1% 40.3% 1

Panama City, FL 224
WPBH-FM(2) . . . . . . Soft Adult Contemporary 3.5
WPAP-FM(2) . . . . . . Country 10.5
WFSY-FM(2) . . . . . . Hot Adult Contemporary 8.8
WEBZ-FM(2) . . . . . . Big Band 4.4
WGNE-AM(2) . . . . . . Smooth Jazz n/r
----
Total Market* . . . 27.2% 46.4% 1

Cookeville, TN n/c
WGSQ-FM . . . . . . . Country 27.0
WPTN-AM . . . . . . . Talk 4.1
WHUB-FM(2) . . . . . . Adult Contemporary 14.9
WHUB-AM(2) . . . . . . Country 4.1
----
Total Market* . . . 50.1% n/a 1
</TABLE>

<TABLE>
<CAPTION>
Affiliate Commencement
Radio Networks Stations Format of Operations
-------- ------ --------------
<S> <C> <C> <C>
Alabama Radio Network . . . . . . . . . . . . . . . . . . . . . . . 74 News 1/95
Florida Radio Network . . . . . . . . . . . . . . . . . . . . . . . 56 News 3/93
Tennessee Radio Network . . . . . . . . . . . . . . . . . . . . . . 87 News 4/94
University of Florida Sports Network . . . . . . . . . . . . . . . 53 Sports 4/94
University of Miami Sports Network . . . . . . . . . . . . . . . . 25 Sports 4/95
Penn State Sports Network . . . . . . . . . . . . . . . . . . . . . 51 Sports 4/94
</TABLE>

(see footnotes on the following page)

-6-
<PAGE> 16

PAXSON NETWORK-AFFILIATED TELEVISION
<TABLE>
<CAPTION>
National TV Network Commencement
TV Market(1) Market Rank Station Affiliation of Operations
- ------------ ----------- ------- ----------- -------------
<S> <C> <C> <C> <C>
West Palm Beach, FL . . . . . . . . . . . . . . 45 WPBF-TV ABC 7/94
WTVX-TV (3) Warner/UPN 8/95
</TABLE>
- -----------------
* Pro forma for the Proposed Radio Acquisitions.
(1) Each station is licensed by the FCC to serve a specific community,
which is included in the listed market.
(2) Included in Proposed Radio Acquisitions.
(3) Operated pursuant to a time brokerage agreement.
n/a Revenue not independently reported.
n/c Market not covered by Arbitron.
n/r Not rated.

-7-
<PAGE> 17
THE OFFERING

<TABLE>
<S> <C>
Securities Offered . . . . . . . . . . . . . . . . . . 150,000 shares (the "Shares") of % Cumulative
Exchangeable Preferred Stock, par value $.001 per
share, plus any additional shares of such stock issued
from time to time in lieu of cash dividends (the "New
Preferred Stock").

Issue Price . . . . . . . . . . . . . . . . . . . . . . $ per share, plus accumulated and unpaid
dividends, if any, from , 1996 (the "Issue
Date").

Liquidation Preference . . . . . . . . . . . . . . . . $1,000 per share, plus accumulated and unpaid dividends.

Optional Redemption . . . . . . . . . . . . . . . . . . The New Preferred Stock is redeemable, at the option of
the Company, in whole or in part, at any time on or
after October 31, 2001 at the redemption prices set
forth herein, plus, without duplication, accumulated
and unpaid dividends to the date of redemption. In
addition, prior to October 31, 1999, the Company may,
at its option, use the net proceeds of one or more
Public Equity Offerings or Major Asset Sales to redeem
up to an aggregate of 35% of the shares of New
Preferred Stock (whether initially issued or issued in
lieu of cash dividends) at the redemption prices set
forth herein, plus, without duplication, accumulated
and unpaid dividends to the date of redemption;
provided, however, that after any such redemption,
there is at least $75 million aggregate liquidation
preference of the New Preferred Stock outstanding and
that such redemption occurs within 90 days following
the closing of such Public Equity Offering or Major
Asset Sale.

Mandatory Redemption . . . . . . . . . . . . . . . . . The Company is required, subject to certain conditions,
to redeem all of the New Preferred Stock outstanding on
October 31, 2006 at a redemption price equal to 100% of
the liquidation preference thereof, plus, without
duplication, accumulated and unpaid dividends to the
date of redemption.

Dividends . . . . . . . . . . . . . . . . . . . . . . . At a rate equal to % per annum of the liquidation
preference per share, payable semi-annually beginning
April 30, 1997 and accumulating from the Issue Date.
The Company, at its option, may pay dividends on any
dividend payment date occurring on or before October
31, 2002 either in cash or by the issuance of
additional shares of New Preferred Stock having an
aggregate liquidation preference equal to the amount of
such dividends.

Dividend Payment Dates . . . . . . . . . . . . . . . . April 30 and October 31, commencing April 30, 1997.
</TABLE>

-8-
<PAGE> 18

<TABLE>
<S> <C>
Voting . . . . . . . . . . . . . . . . . . . . . . . . The New Preferred Stock will be non-voting, except as
otherwise required by law and except in certain
circumstances described herein, including (i) amending
certain rights of the holders of the New Preferred
Stock and (ii) the issuance of any class of equity
securities that ranks on a parity with or senior to the
New Preferred Stock, other than certain additional
shares of New Preferred Stock or parity securities
issued to finance the redemption by the Company of its
Existing Preferred Stock (as defined). In addition, if
the Company (i) after October 31, 2002, fails to pay
cash dividends in respect of three or more semi-annual
dividend periods in the aggregate, (ii) fails to make a
mandatory redemption or a Change of Control Offer (as
defined) or (iii) fails to comply with certain
covenants or make certain payments on its Indebtedness,
holders of a majority of the outstanding shares of New
Preferred Stock, voting as a class, will be entitled to
elect the lesser of two directors or that number of
directors constituting at least 25% of the Company's
board of directors.

Exchange Provisions . . . . . . . . . . . . . . . . . . Exchangeable into the Exchange Debentures, at the
Company's option, subject to certain conditions in
whole or in part, on a pro rata basis, on any scheduled
dividend payment date; provided that immediately after
giving effect to any such partial exchange, there shall
be outstanding shares of New Preferred Stock (whether
initially issued or issued in lieu of cash dividends)
with an aggregate liquidation preference of not less
than $75 million and not less than $75 million of
aggregate principal amount of Exchange Debentures.

Ranking . . . . . . . . . . . . . . . . . . . . . . . . The New Preferred Stock will, with respect to dividend
rights and rights on liquidation, winding-up and
dissolution of the Company, rank senior to all classes
of common stock and junior to all other classes of
preferred stock of the Company outstanding upon
consummation of the Offering.

Change of Control . . . . . . . . . . . . . . . . . . . In the event of a Change of Control, the Company will,
subject to certain conditions, offer to purchase all
outstanding shares of New Preferred Stock at a purchase
price equal to 101% of the liquidation preference
thereof, plus, without duplication, accumulated and
unpaid dividends to the date of purchase. There can be
no assurance that the Company will have sufficient
funds to purchase all of the New Preferred Stock in the
event of a Change of Control or that the Company would
be able to obtain financing for such purpose on
favorable terms, if at all.
</TABLE>

-9-
<PAGE> 19
<TABLE>
<S> <C>
Certain Restrictive Provisions . . . . . . . . . . . . The Certificate of Designation will contain certain
restrictive provisions that, among other things, limit
the ability of the Company and its subsidiaries to
incur additional Indebtedness, issue additional
preferred stock ranking senior to or pari passu with
the New Preferred Stock, pay dividends or make certain
other restricted payments, or merge or consolidate with
or sell all or substantially all of their assets to any
other person.

THE EXCHANGE DEBENTURES

Issue . . . . . . . . . . . . . . . . . . . . . . . . . % Exchange Debentures due 2006 issuable in exchange
for the New Preferred Stock in an aggregate principal
amount equal to the liquidation preference of the New
Preferred Stock so exchanged, plus, without
duplication, accumulated and unpaid dividends to the
date fixed for the exchange thereof (the "Exchange
Date"), plus any additional Exchange Debentures issued
from time to time in lieu of cash interest.

Maturity . . . . . . . . . . . . . . . . . . . . . . . October 31, 2006

Interest Rate and Payment Dates . . . . . . . . . . . . The Exchange Debentures will bear interest at a rate of
% per annum. Interest will accrue from the date of
issuance or from the most recent interest payment date
to which interest has been paid or provided for or, if
no interest has been paid or provided for, from the
Exchange Date. Interest will be payable semi-annually
in cash (or, at the option of the Company, on or prior
to October 31, 2002, in additional Exchange Debentures)
in arrears on each April 30 and October 31, commencing
with the first such date after the Exchange Date.

Optional Redemption . . . . . . . . . . . . . . . . . . The Exchange Debentures are redeemable, at the option
of the Company, in whole or in part, at any time on or
after October 31, 2001 at the redemption prices set
forth herein, plus accrued and unpaid interest to the
date of redemption. In addition, prior to October ,
1999, the Company may, at its option, use the net
proceeds of one or more Public Equity Offerings or
Major Asset Sales to redeem up to 35% of the aggregate
principal amount of the Exchange Debentures (whether
issued in exchange for New Preferred Stock or in lieu
of cash interest payments), at the redemption prices
set forth herein, plus accrued and unpaid interest to
the date of redemption; provided, however, that after
any such redemption, the aggregate principal amount of
the Exchange Debentures outstanding must equal at least
$75 million and that such redemption occurs within 90 days
following the closing of such Public Equity Offering or Major
Asset Sale.
</TABLE>

-10-
<PAGE> 20
<TABLE>
<S> <C>
Ranking . . . . . . . . . . . . . . . . . . . . . . . . The Exchange Debentures will be subordinated to all
existing and future Senior Debt of the Company. In
addition, the Exchange Debentures will be effectively
subordinated to all existing and future Indebtedness of
the Company's subsidiaries. The Exchange Debentures
will rank pari passu with the Notes and will rank pari
passu or senior to any class or series of Indebtedness
that expressly provides that it ranks pari passu or
subordinate to the Exchange Debentures, as the case may be.

Guarantees . . . . . . . . . . . . . . . . . . . . . . The Exchange Debentures will be unconditionally
guaranteed, jointly and severally, on a senior
subordinated basis by each of the Guarantors (the
"Guarantees"). The Guarantees will be general unsecured
obligations of the Guarantors and will be subordinated
in right of payment to all existing and future Senior
Debt of the Guarantors.

Change of Control . . . . . . . . . . . . . . . . . . . In the event of a Change of Control, the Company will,
subject to certain conditions, be required to offer to
purchase all outstanding Exchange Debentures at a
purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest to the date
of purchase. There can be no assurance that the
Company will have sufficient funds to purchase all the
Exchange Debentures in the event of a Change of Control
or that the Company would be able to obtain financing
for such purpose on favorable terms, if at all. See
"Risk Factors - Change of Control" and "Description of
the New Preferred Stock and Exchange Debentures -
Exchange Debentures - Change of Control."

Certain Covenants . . . . . . . . . . . . . . . . . . . The indenture governing the Exchange Debentures (the
"Exchange Indenture") will contain certain covenants
that, among other things, limit the ability of the
Company and its subsidiaries to incur additional
Indebtedness, pay dividends or make certain other
restricted payments, sell assets, enter into certain
transactions with affiliates or merge or consolidate
with or sell all or substantially all of their assets
to any other person.
</TABLE>

USE OF PROCEEDS

The net proceeds from the Offering together with existing working
capital will be used to redeem the Company's 15% Cumulative Compounding
Redeemable Preferred Stock and Series B 15% Cumulative Compounding Redeemable
Preferred Stock (together, the "Senior Preferred Stock"), and to fund the
Proposed Acquisitions and expected capital expenditures. See "Use of Proceeds."

RISK FACTORS

An investment in the New Preferred Stock involves certain risks that a
prospective investor should carefully consider. See "Risk Factors."

-11-
<PAGE> 21
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The following summary historical and pro forma financial data, insofar
as it relates to each of the five years ended December 31, 1995, has been
derived from Company prepared financial information and should be read in
conjunction with the audited financial statements, including the consolidated
balance sheets at December 31, 1994 and 1995 and the related consolidated
statements of operations and of cash flows for each of the years in the three
year period ended December 31, 1995 and the notes thereto appearing elsewhere
herein and incorporated herein by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995. The summary historical and pro
forma financial data for the twelve months ended December 31, 1995, and as of
and for the six months and twelve months ended June 30, 1996 has been derived
from unaudited financial statements also appearing herein and which, in the
opinion of management, include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results for the
unaudited interim periods. Results for the six months ended June 30, 1996 are
not necessarily indicative of results that may be expected for the entire year.
The summary historical and pro forma financial data should be read in
conjunction with the information contained in the Company's consolidated
financial statements and the notes thereto, the financial statements and notes
thereto related to certain of the Proposed Acquisitions, "Management's
Discussion and Analysis of Financial Condition and Results of Operations," "Pro
Forma Financial Information" and "Selected Historical and Pro Forma Financial
Data" included elsewhere herein.

The following unaudited summary pro forma statement of operations data
and other data give effect to (i) the consummation of the Offering; (ii) the
significant business acquisitions of KZKI-TV, WGOT-TV and WTVX-TV in 1995;
(iii) the proposed significant business acquisition of the Fort Lauderdale
Radio Stations (WSHE-FM and WSRF-AM); (iv) the business acquisition of Todd
Communications, Inc. (WFSJ-FM) and the proposed business acquisitions of
Southern Broadcasting Companies, Inc. (WSNI-FM, WPAP-FM and WPBH-FM), WDIZ-FM,
WTKS-FM, WHUB, Inc. (WHUB-FM and WHUB-AM) and KXLI-TV; (v) the sale of
10,300,000 shares of the Company's Class A Common Stock effective April 3,
1996, and the related exercise of certain common stock purchase warrants (the
"Equity Offering"); (vi) the termination of the put rights of the holders of
Class A and Class B Common Stock warrants; and (vii) the issuance of the Notes,
as if such events had occurred on January 1, 1995. Other Proposed Acquisitions
are asset acquisitions or are immaterial both individually and in the aggregate
and therefore are not included in the pro forma financial information. Where
necessary, prior operators' fiscal years have been conformed to the Company's
December 31 year end. In addition, depreciation and amortization expense and
interest expense have been increased for each of the periods presented to
reflect the purchase of all stations included in the Proposed Acquisitions and
acquisitions which have closed subsequent to June 30, 1996. The following
unaudited summary pro forma balance sheet data gives effect to (i) the
consummation of the Offering; (ii) the Proposed Acquisitions and related
capital expenditures; (iii) capital expenditures on existing properties; and
(iv) acquisitions which have closed subsequent to June 30, 1996, as if such
events had occurred on June 30, 1996. Certain management assumptions and
adjustments are described in the accompanying notes hereto. The pro forma
information should be read in conjunction with the Company's consolidated
financial statements and the notes thereto and the financial statements and
notes thereto related to certain of the Proposed Acquisitions included
elsewhere in this Prospectus. See "Pro Forma Financial Information" appearing
elsewhere in this Prospectus. This pro forma information is not necessarily
indicative of the Company's actual or future operating results or financial
position.

-12-
<PAGE> 22
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
(in thousands, except per share data)

<TABLE>
<CAPTION>
Six Months Ended Pro Forma
Year Ended December 31, June 30, 1996 for Twelve
---------------------------------------------------------- ------------------ Months
Pro Forma Pro Ended June
1991 1992 1993 1994 1995 1995(a) Actual Forma(a) 30, 1996(a)
------- ------- -------- ------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue . . . . . . . . . . . . . $ 830 $17,062 $ 32,062 $62,067 $103,074 $128,934 $ 69,370 $ 77,819 $147,885
Operating expenses, excluding
depreciation, amortization and
option plan compensation . . . . . . 1,719 17,922 28,872 51,225 82,103 100,471 51,724 58,294 111,533
Option plan compensation(b) . . . . . . -- -- -- -- 10,803 10,803 2,292 2,292 3,691
Depreciation and amortization . . . . . 497 5,977 9,351 12,404 18,719 40,566 11,737 22,328 43,583
------- ------- -------- ------- -------- -------- -------- -------- --------
Income (loss) from operations . . . . . (1,386) (6,837) (6,161) (1,562) (8,551) (22,906) 3,617 (5,095) (10,922)
Interest expense . . . . . . . . . . . (52) (1,262) (2,052) (5,210) (16,303) (29,966) (15,098) (14,983) (29,966)
Interest income . . . . . . . . . . . . -- -- 113 335 1,709 1,701 4,035 2,739 3,867
Other income (expense), net . . . . . . 10 134 108 (5) (982) (1,177) (559) (722) (1,872)
Benefit (provision) for income taxes . -- -- (2,960) 1,680 1,280 1,280 -- -- 640
Extraordinary item and
cumulative effect of a change in
accounting principle(c) . . . . . . . -- 110 (457) -- (10,626) (10,626) -- -- (10,626)
------- ------- -------- ------- -------- -------- -------- -------- --------
Net loss . . . . . . . . . . . . . . . $(1,428) $(7,855) (11,409) (4,762) (33,473) (61,694) (8,005) (18,061) (48,879)
======= =======
Dividends and accretion on
preferred stock and common
stock warrants(d) . . . . . . . . . . (151) (3,386) (13,297) (23,351) (7,414) (11,870) (23,550)
-------- ------- -------- -------- -------- -------- --------
Net loss attributable to common stock . $(11,560) $(8,148) $(46,770) $(85,045) $(15,419) $(29,931) $(72,429)
======== ======= ======== ======== ======== ======== ========
Net loss per share(e) . . . . . . . . . $ (0.36) $ (0.14) $ (0.97) $ (1.30) $ (0.20) $ (0.38) $ (1.02)
Net loss per share attributable to
common stock(e) . . . . . . . . . . . (0.37) (0.24) (1.36) (1.79) (0.38) (0.63) (1.52)
Weighted average shares outstanding --
primary and fully diluted(f) . . . . 31,582 33,430 34,430 47,611 40,567 47,803 47,722
======== ======= ======== ======== ======== ======== ========
Cash dividends declared . . . . . . . . -- -- -- -- -- -- -- -- --

OTHER DATA:
EBITDA(g) . . . . . . . . . . . . . . . $ (796) $ (162) $ 4,522 $11,790 $ 24,582 $ 31,579 $ 20,380 $ 22,259 $ 39,999
Capital expenditures(h) . . . . . . . . $ 60 $ 1,273 $ 1,963 $ 5,917 $ 25,017 $ 25,017 $ 13,936 $ 13,936 $ 29,364
Adjusted EBITDA(i) . . . . . . . . . . $ 45,924
Ratio of earnings to combined
fixed charges and preferred
stock dividends(j) . . . . . . . . . -- -- -- -- -- -- -- -- --
</TABLE>

<TABLE>
<CAPTION>
As of June 30, 1996
---------------------------
Actual Pro Forma(a)
--------- ------------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 115,577 $ 3,954
Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,194 11,571
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 437,449 573,774
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231,843 241,843
Redeemable preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,473 34,090
Exchangeable preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . -- 143,750
</TABLE>

(see footnotes on the following page)

-13-
<PAGE> 23
NOTES TO SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
(IN THOUSANDS)

(a) Pro forma statement of operations data and other data for the
six months and twelve months ended June 30, 1996 and the year ended December
31, 1995 give effect to (i) the consummation of the Offering; (ii) the
significant business acquisitions of KZKI-TV, WGOT-TV and WTVX-TV in 1995;
(iii) the proposed significant business acquisition of the Fort Lauderdale
Radio Stations (WSHE-FM and WSRF-AM); (iv) the business acquisition of Todd
Communications, Inc. (WFSJ-FM) and the proposed business acquisitions of
Southern Broadcasting Companies, Inc. (WSNI-FM, WPAP-FM and WPBH-FM), WDIZ-FM,
WTKS-FM, WHUB, Inc. (WHUB-FM and WHUB-AM) and KXLI-TV; (v) the Equity Offering;
(vi) the termination of the put rights of the holders of Class A and Class B
Common Stock warrants; and (vii) the issuance of the Notes, as if such events
had occurred on January 1, 1995. All other Proposed Acquisitions are asset
acquisitions or are immaterial both individually and in the aggregate and
therefore are not included in the pro forma financial information. Where
necessary, prior operators' fiscal years have been conformed to the Company's
December 31 year end. In addition, depreciation and amortization expense and
interest expense have been increased for each of the periods presented to
reflect the purchase of all stations included in the Proposed Acquisitions and
acquisitions which have closed subsequent to June 30, 1996. The pro forma
balance sheet data as of June 30, 1996 gives effect to: (i) the consummation of
the Offering; (ii) the Proposed Acquisitions and related capital expenditures;
(iii) capital expenditures on existing properties; and (iv) acquisitions which
have closed subsequent to June 30, 1996, as if such events had occurred on June
30, 1996.

(b) Option plan compensation represents a non-cash charge
associated with the granting of common stock options to employees under the
Company's Stock Incentive Plan. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Results of Operations" and
"Management -- Stock Incentive Plan."

(c) Extraordinary item and cumulative effect of a change in
accounting principle reflects a gain of $110 in 1992 as a result of a change in
the method of calculating depreciation and an extraordinary loss of $457 and
$10,626 in 1993 and 1995, respectively, associated with the write-off of
capitalized financing costs on debt retired.

(d) Dividends and accretion on preferred stock and common stock
warrants represent the Senior Preferred Stock (15% dividend rate), redeemable
Class A and Class B common stock warrants and Existing Preferred Stock (12%
dividend rate). Such capital stock is mandatorily redeemable and certain issues
accrete. See "Description of Capital Stock."

(e) Loss per share data for the years ended December 31, 1993 and
1994 give retroactive effect to (i) the Company's amended capital structure
related to the merger with ANG; and (ii) a stock dividend on common shares
outstanding on January 1, 1995. For periods prior to January 1, 1993, loss per
share data was not computed as such amounts were not relevant.

(f) Weighted average shares outstanding for the years ended
December 31, 1993 and 1994 give retroactive effect to an increase in the
weighted average number of shares outstanding relating to (i) the merger with
ANG of 21,055 and 22,287 shares, respectively; and (ii) a stock dividend on
common shares outstanding on January 1, 1995 of 10,527 and 11,143 shares,
respectively. For periods prior to January 1, 1993, weighted average shares
outstanding was not computed as such amounts were not relevant.

(g) EBITDA is defined as net income (loss) before (i)
extraordinary item and cumulative effect of a change in accounting principle;
(ii) benefit (provision) for income taxes; (iii) other income (expense), net;
(iv) interest expense, net, and time brokerage fees relating to financing of
stations which the Company has an agreement or option to acquire; (v)
depreciation and amortization, including amortization of broadcast rights; (vi)
option plan compensation; and (vii) non-recurring items including terminated
operations, less scheduled broadcast rights payments. See "Certain Definitions
and Market and Industry Data."

(h) Includes all capital expenditures including expenditures
associated with the upgrade and conversion of acquired and operated television
stations to the inTV format. Pro forma capital expenditures exclude $55,331 of
capital expenditures associated with the Proposed Acquisitions and additional
capital expenditures on existing properties which will be funded from proceeds
of the Offering.

(i) Adjusted EBITDA is defined as EBITDA for the twelve month
period ended June 30, 1996, less (i) segment operating profit for the Infomall
TV Network for such period plus (ii) four times such segment's operating profit
for the quarter ended June 30, 1996. Adjusted EBITDA is calculated on a basis
consistent with calculations under the Exchange Indenture and the certificate
of designation of the New Preferred Stock. See "Certain Definitions and Market
and Industry Data."

-14-
<PAGE> 24

(j) For purposes of this calculation, earnings are defined as net
loss before income taxes, extraordinary items, the cumulative effect of a
change in accounting principle and fixed charges. Fixed charges consist of
interest expense, amortization of deferred financing costs and the component of
operating lease expense which management believes represents an appropriate
interest factor. Earnings were inadequate to cover fixed charges and preferred
stock dividends by approximately $1.4 million, $8.0 million, $8.1 million, $9.0
million, $32.7 million, and $12.8 million, for the years ended December 31,
1991, 1992, 1993, 1994 and 1995 and for the six-month period ended June
30,1996, respectively. On a pro forma basis, earnings were insufficient to
cover combined fixed charges and preferred stock dividends by approximately
$29.9 million, $62.4 million and $75.7 million for the six month and twelve
month periods ended June 30, 1996, and the year ended December 31, 1995,
respectively.

-15-
<PAGE> 25
RISK FACTORS

Prospective investors should consider carefully the following risk
factors in addition to the other information set forth in or incorporated by
reference in this Prospectus before purchasing the New Preferred Stock.

HIGH LEVEL OF INDEBTEDNESS; ABILITY TO SERVICE INDEBTEDNESS AND SATISFY
PREFERRED STOCK DIVIDEND REQUIREMENTS

The Company is highly leveraged. At June 30, 1996, on a pro forma
basis, after giving effect to this Offering, the Proposed Acquisitions and
related capital expenditures, estimated capital expenditures on existing
properties and acquisitions which have closed subsequent to June 30, 1996, the
Company would have had $241.8 million of total debt and $177.8 million of
redeemable preferred stock, including the New Preferred Stock. In addition,
subject to restrictions in the indenture governing the Notes (the "Indenture"),
the Company's $100 million senior secured revolving credit facility (the
"Credit Facility"), and the terms of the Company's Junior Cumulative
Compounding Redeemable Preferred Stock (the "Existing Preferred Stock") and the
New Preferred Stock, the Company may incur additional indebtedness and issue
additional shares of preferred stock from time to time to finance acquisitions
or capital expenditures or for other corporate purposes. Interest expense for
the years ended December 31, 1993, 1994 and 1995 was $2.1 million, $5.2 million
and $16.3 million, respectively, and was $15.1 million for the six months ended
June 30, 1996.

The level of the Company's indebtedness could have important
consequences to holders of the New Preferred Stock, including: (i) a
significant portion of the Company's cash flow from operations must be
dedicated to debt service and will not be available for other purposes; (ii)
the Company's ability to obtain additional financing in the future, if needed,
may be limited; (iii) the Company's leveraged position and covenants contained
in the Indenture and the Credit Facility (or any replacement thereof) could
limit its ability to expand and make capital improvements and acquisitions;
(iv) the Indenture and the Credit Facility contain certain restrictive
covenants, including covenants that restrict or prohibit the payment of
dividends or other distributions by the Company to its stockholders; and (v)
the Company's level of indebtedness could make it more vulnerable to economic
downturns, limit its ability to withstand competitive pressures and limit its
flexibility in reacting to changes in its industry and economic conditions
generally. Certain of the Company's competitors currently operate on a less
leveraged basis and may have significantly greater operating and financing
flexibility than the Company.

The Company also has substantial dividend and redemption obligations
under the Existing Preferred Stock. Dividends accrue on the Existing Preferred
Stock at an annual rate of 12% of the liquidation price thereof. Until
December 22,1999, the Company has the option to defer cash payment of accrued
dividends, in which case all dividends which have accrued as of January 1 and
July 1 of each year are added to the liquidation price of the Existing
Preferred Stock. To date, the Company has paid no cash dividends on the
Existing Preferred Stock, and as of June 30,1996, there was an aggregate of
$6,419,822 in accrued and unpaid dividends thereon. The Company is obligated to
redeem on December 22, 2003, out of unrestricted funds legally available
therefor, all the shares of the Existing Preferred Stock then outstanding, at a
redemption price equal to the liquidation price for such shares, as of the
redemption date, plus the amount of all accrued and unpaid dividends thereon,
payable in cash. Holders of shares of the Existing Preferred Stock are entitled
to require the Company to redeem their shares of Existing Preferred Stock upon
the occurrence of a bankruptcy or similar event relating to the Company or the
default by the Company under the terms of the Stockholders Agreement. Failure
or inability of the Company to pay amounts which become payable with respect to
the Existing Preferred Stock could have adverse consequences to the holders of
the New Preferred Stock. See "Description of Capital Stock -- Existing
Preferred Stock."

The Company's ability to pay cash dividends on, and satisfy its
redemption obligations in respect of, the New Preferred Stock and to satisfy
its debt obligations and its dividend and redemption obligations with respect
to the Existing Preferred Stock will depend upon its future operating
performance, which will be affected by prevailing economic conditions and
financial, business and other factors, many of which are beyond its control.
The Company

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expects that its operating cash flow will be sufficient to meet its operating
expenses, service its debt and fund payment of any cash dividend requirements
on the Preferred Stock as such obligations become due. If the Company is unable
to service its indebtedness or make required cash payments with respect to its
Preferred Stock, it will be forced to adopt an alternative strategy that may
include actions such as reducing or delaying capital expenditures, selling
assets, restructuring or refinancing its indebtedness or seeking additional
equity capital. There can be no assurance that any of these strategies could be
effected on satisfactory terms, if at all, and the implementation of any of
these alternative strategies could have a negative impact on the value of the
New Preferred Stock. In the event of a liquidation of the Company, the New
Preferred Stock would be subordinate in right of payment to the Company's debt
instruments and its Existing Preferred Stock, as well as other indebtedness
incurred and any preferred stock which the Company may issue ranking senior to
the New Preferred Stock. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

HISTORY OF NET LOSSES; INSUFFICIENCY OF EARNINGS TO COVER FIXED CHARGES

The Company has incurred net losses in each of its fiscal years since
inception. Net losses for the fiscal years ended December 31, 1993, 1994 and
1995 were $11.4 million, $4.8 million and $33.5 million, respectively, and for
the six months ended June 30, 1996, the Company incurred a net loss of $8.0
million. As a result of the foregoing, for the year ended December 31, 1995
and on a pro forma basis for the six months ended June 30, 1996, the Company's
earnings would have been insufficient to cover combined fixed charges and
preferred stock dividend requirements by approximately $32.7 million and $29.9
million, respectively. The Company expects to continue to experience net losses
in the foreseeable future, principally as a result of non-cash charges for
depreciation and amortization expense related to fixed assets and goodwill
relating to acquisitions, including the Proposed Acquisitions, which may be
greater than the net losses experienced by the Company in the past.

LIMITATIONS ON ABILITY TO PAY DIVIDENDS

The Credit Facility prohibits the payment of cash dividends on the New
Preferred Stock through the maturity of the borrowings under the Credit
Facility in 2002. For all dividend payment dates through and including October,
2001, the Company may, at its option, pay dividends by issuing additional
shares of New Preferred Stock with an aggregate liquidation preference equal to
the amount of such dividends. After October 31, 2002, if the Company is in
arrears in the payment of dividends for three or more semi-annual dividend
periods, the holders of the New Preferred Stock will be permitted to elect the
lesser of two directors or that number of directors constituting 25% of the
board of directors of the Company.

In addition to the limitations imposed on the payment of dividends by
the Credit Facility, the Indenture and the terms of the Existing Preferred
Stock, under Delaware law the Company is permitted to pay dividends on its
capital stock, including the New Preferred Stock, only out of its surplus or,
in the event that it has no surplus, out its net profits for the year in which
a dividend is declared or for the immediately preceding fiscal year. Surplus
is defined as the excess of a company's total assets over the sum of its total
liabilities plus the par value of its outstanding capital stock. In order to
pay dividends in cash, the Company must have surplus or net profits equal to
the full amount of the cash dividend at the time such dividend is declared. In
determining the Company's ability to pay dividends, Delaware law permits the
board of directors of the Company to revalue the Company's assets and
liabilities from time to time to their fair market values in order to create
surplus. The Company cannot predict what the value of its assets or the amount
of its liabilities will be in the future and, accordingly, there can be no
assurance that the Company will be able to pay cash dividends on the New
Preferred Stock.

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<PAGE> 27

RANKING OF THE NEW PREFERRED STOCK; SUBORDINATION OF EXCHANGE DEBENTURES

The New Preferred Stock will rank junior in right of payment upon
liquidation to all existing and future indebtedness of the Company and to all
shares of preferred stock of the Company (including the Existing Preferred
Stock) other than preferred stock which by its terms ranks on a parity with or
junior to the New Preferred Stock. The New Preferred Stock will rank senior in
right of payment upon liquidation to the Common Stock (as defined). The
payment of principal, premium, if any, and interest on, and any other amounts
owing in respect of, the Exchange Debentures, if issued, will be subordinated
to the prior payment in full of all existing and future Senior Debt of the
Company. As of June 30, 1996, on a pro forma basis after giving effect to the
Proposed Acquisitions and the Offering and the application of the net proceeds
therefrom, approximately $14.3 million of Senior Debt would have been
outstanding (represented by secured borrowings and borrowings under the Credit
Facility) and the Company would have available to it approximately $90 million
of additional borrowing capacity under the Credit Facility. The Indenture, the
Credit Facility and the Exchange Indenture limit the incurrence by the Company
of additional indebtedness. In the event of the bankruptcy, liquidation,
dissolution, reorganization or other winding up of the Company, the assets of
the Company will be available to pay obligations on the Exchange Debentures
only after all Senior Debt has been paid in full, and there may not be
sufficient assets remaining to pay amounts due on any or all of the Exchange
Debentures. In addition, under certain circumstances, the Company may not pay
principal of, premium, if any, or interest on, or any other amounts owing in
respect of, the Exchange Debentures, or purchase, redeem or otherwise retire
the Exchange Debentures, if a payment default or a non-payment default exists
with respect to certain Senior Debt, including Senior Debt under the Indenture
and the Credit Facility. See "Description of the New Preferred Stock and
Exchange Debentures -- The Exchange Debentures -- Subordination."

RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS

The Credit Facility and the Indenture each contain certain covenants
that restrict, among other things, the Company's ability to incur additional
indebtedness, incur liens, make investments, pay dividends or make certain
other restricted payments, consummate certain asset sales, consolidate with any
other person or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of the assets of the Company. The Indenture may limit
the ability of the Company to pay interest on the Exchange Debentures by
issuing additional Exchange Debentures in lieu of cash interest. In addition,
the Credit Facility also requires the Company to comply with certain financial
ratios and tests, under which the Company is required to achieve certain
financial and operating results. The Company's ability to meet these financial
ratios and tests may be affected by events beyond its control, and there can be
no assurance that they will be met. In the event of such a default under the
Credit Facility, the lenders thereunder may terminate their lending commitments
and declare the indebtedness under the Credit Facility immediately due and
payable, which would result in a default under the Notes. There can be no
assurance that the Company would have sufficient assets to pay indebtedness
then outstanding under the Credit Facility and the Notes. Any refinancing of
the Credit Facility is likely to contain similar restrictive covenants.

RESTRICTIONS IMPOSED BY TERMS OF EXISTING PREFERRED STOCK

The terms of the Existing Preferred Stock provide that the Company may
not declare or pay any cash dividends or make any cash distributions in respect
of the New Preferred Stock until all accrued and unpaid dividends on the
Existing Preferred Stock have been declared and paid and, in the event the
Company is required to redeem the Existing Preferred Stock, monies sufficient
for such purpose have been set aside. So long as any shares of Existing
Preferred Stock remain outstanding, the Company may not directly or indirectly
purchase, redeem, exchange or otherwise acquire the New Preferred Stock or any
Common Stock, including the exchange of the New Preferred Stock for the
Exchange Debentures. The dividend rate on the Existing Preferred Stock will
increase to an annual rate of 30% (i) upon the occurrence of certain bankruptcy
events, (ii) upon a change of control of the Company, as defined in the
Stockholders Agreement (as defined), (iii) upon the failure to choose a
successor to Mr. Paxson in the event of his death or incapacity as provided in
the Stockholders Agreement, (iv) if the Company incurs indebtedness in excess
of that permitted by certain financial leverage ratios, (v) upon the failure to
pay cash dividends on or after December 22, 2000, equal to the amount of
dividends payable in any twelve month

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period or (vi) if the Existing Preferred Stock remains outstanding after
December 22, 2003. Such increased dividend rate shall remain in effect for so
long as any such event continues and will increase by 5% on each anniversary of
such event or, in the case of a bankruptcy event, upon the failure of the
Company to redeem the Existing Preferred Stock at the request of the holders
thereof. See "Description of Capital Stock -- Existing Preferred Stock."

DEPENDENCE ON KEY PERSONNEL

The Company's business depends upon the efforts, abilities and
expertise of its executive officers and other key employees, including Lowell
W. Paxson. If certain of these executive officers were to leave the Company,
the Company's operating results could be adversely affected. In addition, in
the event of Mr. Paxson's death, the Company may be required, in certain
circumstances, to make an offer to repurchase the Notes and to redeem its
Existing Preferred Stock. See "Certain Transactions -- Stockholders Agreement."
There can be no assurance that if such an event were to occur, the Company
would have, or would have access to, sufficient funds to satisfy such
repurchase or redemption obligations. The Company maintains insurance on Mr.
Paxson's life in the amount of five million dollars. Mr. Paxson has an
employment agreement that expires on December 31, 1999, unless terminated
sooner as permitted therein. See "Management -- Employment Agreements."

"MUST CARRY" REGULATIONS

The Company believes that its growth and success depend in part upon
access to households served by cable television systems. Pursuant to the Cable
Television Consumer Protection and Competition Act of 1992 (the "1992 Cable
Act"), each broadcaster is required to elect, every three years, to exercise
either certain "must carry" or retransmission consent rights in connection with
carriage of their signals by cable systems in their local market. By electing
the "must carry" rights, a broadcaster can demand carriage on a specified
channel on cable systems within its DMA, provided the broadcaster's television
signal can be delivered to the cable system operator's cable head end at a
specified strength. These "must carry" rights are not absolute, and their
exercise depends on variables such as the number of activated channels on a
cable system, the location and size of a cable system, and the amount of
duplicative programming on a broadcast station. Therefore, under certain
circumstances, a cable system can decline to carry a given station.
Alternatively, if a broadcaster chooses to exercise retransmission consent
rights, it can prohibit cable systems from carrying its signal or grant the
appropriate cable system the authority to retransmit the broadcast signal for a
fee or other consideration. The Company's television stations have elected the
"must carry" alternative. The Company's elections of retransmission or "must
carry" status will continue until the next required election date of October 1,
1996.

The "must carry" rules have been subject to judicial scrutiny. In
April 1993, the United States District Court for the District of Columbia
upheld the constitutionality of the "must carry" provisions. In June 1994, the
Supreme Court ruled that the "must carry" provisions were content-neutral, and
thus not subject to strict scrutiny, but remanded the case to the lower federal
court with instructions to hold further proceedings with respect to evidence
that lack of the "must carry" requirements would harm local broadcasting. On
December 12, 1995, the District Court again upheld the constitutionality of the
"must carry" provisions. The District Court's most recent decision has been
appealed to the Supreme Court and management cannot predict the final outcome
of the Supreme Court case or the extent to which, in the absence of any "must
carry" obligation, its television stations might lose viewers because of the
deletion or repositioning of its signal on cable television systems or the
Company might have to seek to enter into agreements requiring it to make
payments in order to obtain carriage of its signal. See "Business -- Federal
Regulation of Broadcasting."

GOVERNMENT REGULATION

Each of the Company's radio and television stations operates pursuant
to one or more licenses issued by the Federal Communications Commission (the
"FCC") that expire at different times, commencing in October 1996. The Company
may apply to renew those licenses, and third parties may challenge those
applications. Although the

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<PAGE> 29
Company has no reason to believe that its licenses will not be renewed in the
ordinary course, there can be no assurance that the licenses will be renewed.

The radio and television broadcasting industries are subject to
extensive and changing regulation. Among other things, the Communications Act
of 1934, as amended (the "Communications Act"), and FCC rules and policies
require FCC consent to assignments of FCC licenses and transfers of control of
corporations or other entities holding broadcast licenses. Congress and the FCC
currently have under consideration and may in the future adopt new laws and
regulations and policies regarding a wide variety of matters which could,
directly or indirectly, adversely affect the ownership and operation of the
Company's broadcast properties, as well as the Company's business strategies.
In addition, relaxation of the existing multiple ownership and cross-ownership
rules and policies by the FCC, as provided in the newly-enacted
Telecommunications Act of 1996 (the "1996 Act"), removes certain restrictions
on larger media, entertainment and telecommunications companies, with greater
access to capital and resources than the Company, from competing with the
Company for the acquisition of media properties and the negotiation of
programming arrangements. Changes in the FCC's rules following passage of the
1996 Act, such as elimination of restrictions on the offering of multiple
network services by the existing major television networks, the relaxation of
restrictions on the participation by the regional Bell holding companies in
cable television and other direct-to-home video technologies, the removal of
nationwide restrictions and the relaxation of local restrictions on radio
broadcast ownership and the relaxation of restrictions on nationwide broadcast
television ownership could accelerate the existing trend toward vertical
integration in the telecommunications, media and home entertainment industries
and cause the Company to face more formidable competition in the future. See
"Business -- Federal Regulation of Broadcasting."

MULTIPLE OWNERSHIP RULES; TIME BROKERAGE AGREEMENTS

Current FCC rules prohibit ownership interests in two or more
television stations with overlapping service areas. The FCC generally applies
its ownership limits to attributable interests held by an individual,
corporation, partnership or other entity. In the case of corporations holding
broadcast licenses, the interests of officers, directors and those who directly
or indirectly have the right to vote 5% or more of the corporation's voting
stock (or 10% or more of such stock in the case of insurance companies, certain
regulated investment companies and bank trust departments) are generally deemed
to be attributable, as are the interests of officers and directors of a
corporate parent of a broadcast licensee. Changes in the rule for attributing
the ownership of media interests for purposes of the FCC's multiple ownership
and cross-ownership rules could require that the Company restructure or divest
itself of some existing broadcast interests.

The 1996 Act eliminated the existing restrictions on the number of
television stations that a single entity may own nationwide and increased the
nationwide ceiling for national television audience reach to 35% of the
television households, with UHF stations counting only 50% of their respective
market television households. Congress also has directed the FCC to institute a
proceeding to review its present rules to determine whether to retain, modify
or eliminate its present restrictions on the number of television stations in
which a single entity may hold an attributable interest within a single market.

Prior to passage of the 1996 Act, the FCC initiated rule making
proceedings to consider proposals to modify its television ownership
restrictions, including rule makings that may permit ownership, in some
circumstances, of two television stations with overlapping service areas, and
these rule making procedures may be incorporated in the proceedings required by
the 1996 Act. The FCC also is considering in these proceedings whether to adopt
restrictions on television time brokerage agreements. The television duopoly
and one-to-a-market rules currently prevent the Company from acquiring the FCC
licenses of television stations with which it has time brokerage agreements in
those markets where the Company owns a television or radio station. In
addition, if the FCC were to decide that the provider of programming services
under time brokerage agreements should be treated as having an attributable
ownership in the television station it programs, and if it did not relax the
corresponding duopoly rules, or if the FCC were to adopt restrictions on time
brokerage agreements without grandfathering existing time brokerage agreements,
the Company could be required to renegotiate or terminate certain of its time

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<PAGE> 30

brokerage agreements. The 1996 Act specifies, however, that none of the
provisions relating to broadcast ownership shall be construed to prohibit the
origination, continuation or renewal of any television time brokerage agreement
that is in compliance with the regulations of the FCC. The Committee Report
accompanying the 1996 Act notes that the Act grandfathers time brokerage
agreements in existence upon enactment of the act and allows time brokerage
agreements in the future, consistent with the FCC's rules. Nevertheless, if in
individual cases the FCC were to find that the licensee of a station with which
the Company has a time brokerage agreement failed to maintain control over its
operations as required by FCC rules and policies, the licensee of the time
brokerage agreement and/or the Company could be fined or could be set for
hearing, the outcome of which could be a fine or, under certain circumstances,
loss of the applicable FCC license. The Company is unable to predict the
ultimate outcome of possible changes to these FCC rules and the impact such FCC
rules may have on its broadcasting operations. See "Business -- Federal
Regulation of Broadcasting."

NEW INDUSTRY

inTV operates in a relatively new industry with a limited operating
history. Potential investors should be aware of the difficulties and
uncertainty that are normally associated with new industries, including a lack
of consumer and advertiser acceptance, difficulty in obtaining financing,
increasing competition, advances in technology, and changes in law and
regulations. There can be no assurance that this new industry will develop and
continue as a viable industry. Such development could require the Company to
sell its owned inTV dedicated television stations or convert them to other uses
that are less profitable than expected. Growth in revenue from the Company's
inTV business depends on increasing consumer awareness and acceptance of
infomercial programming and growing demand by infomercial advertisers. See
"Business -- Infomall TV Network."

CHANGE OF CONTROL

Upon a Change of Control, the Company will be required to offer to
purchase all of the shares of New Preferred Stock then outstanding at 101% of
the then effective liquidation preference plus, without duplication,
accumulated and unpaid dividends to the repurchase date. There can be no
assurance that, were a Change of Control to occur, the Company would have
sufficient funds to pay the purchase price for all the shares of New Preferred
Stock which the Company might be required to purchase. In such event, the
Company could be required to seek third party financing to the extent it did
not have sufficient available funds to meet its purchase obligations, and there
can be no assurance that the Company would be able to obtain such financing on
favorable terms, if at all. Further, the Credit Facility, the Indenture and
the terms of the Existing Preferred Stock restrict the Company's ability to
repurchase shares of New Preferred Stock, including upon a Change of Control.

A "change of control" (as defined in the Credit Facility) constitutes
an event of default under the Credit Facility. In the event of a "change of
control" (as defined in the Indenture), the Company will be required to offer
to repurchase all of the outstanding Notes at a price equal to 101% of the
principal amount thereof plus any accrued and unpaid interest thereon to the
date of the purchase. A "change of control" (as defined with respect to the
Existing Preferred Stock) will require the Company to pay a significantly
higher dividend on the Existing Preferred Stock, unless it is redeemed. The
repurchase by the Company of the Notes upon a change of control could also
cause a default under the Credit Facility. There can be no assurance that in
the event of any such change of control, the Company will have, or will have
access to, sufficient funds or will be contractually permitted under the terms
of outstanding indebtedness to repay its indebtedness under the Credit
Facility, pay the required purchase price for all Notes or shares of New
Preferred Stock tendered by holders upon a change of control, repay other
outstanding indebtedness or redeem Existing Preferred Stock, and it is unlikely
that in such event the Company would be able to repurchase shares of New
Preferred Stock. See "Description of Capital Stock."

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CERTAIN TAX CONSIDERATIONS

Distributions on the New Preferred Stock, whether paid in cash or in
additional shares of New Preferred Stock, will be taxable as ordinary dividend
income to the extent of the Company's current and accumulated earnings and
profits. A holder's initial tax basis in any additional shares of New
Preferred Stock distributed by the Company in lieu of cash dividend payments on
the New Preferred Stock ("Dividend Shares") will equal the fair market value of
such Dividend Shares on their date of distribution. In addition, depending on
the fair market value of shares of New Preferred Stock on the date of their
issuance, holders may be required to include additional amounts of income based
on the difference between (x) the fair market value of such shares on the date
of their issuance and (y) the amount payable in redemption of such shares,
unless the difference is de minimis under the applicable standard (such
difference being referred to as "Preferred Stock Discount"). See "Certain
Federal Income Tax Considerations -- Preferred Stock Discount." If shares of
New Preferred Stock (including Dividend Shares) bear Preferred Stock Discount,
such shares generally will have different tax characteristics from other shares
of New Preferred Stock and might trade separately, which might adversely affect
the liquidity of such shares.

Upon an exchange of New Preferred Stock for Exchange Debentures, the
holder generally should have capital gain or loss equal to the difference
between the issue price of the Exchange Debentures received and the holder's
adjusted basis in the New Preferred Stock redeemed. For a discussion of how to
determine the issue price of the Exchange Debentures, see "Certain Federal
Income Tax Considerations -- Redemption and Exchange of New Preferred Stock."
Holders should also note that if shares of New Preferred Stock are exchanged
for Exchange Debentures and the stated redemption price at maturity of such
Exchange Debentures exceeds their issue price by more than a de minimis amount,
the Exchange Debentures will be treated as having original issue discount
("OID") equal to the entire amount of such excess.

For a discussion of these and other relevant tax issues, see "Certain
Federal Income Tax Considerations."

DISCRETION OF MANAGEMENT CONCERNING USE OF PROCEEDS

A portion of the net proceeds of this Offering is anticipated to be
used to fund the Proposed Acquisitions. It is anticipated that pending such
use, such proceeds will be invested in certain short-term investments. Such
funds, with the Company's existing working capital, funds that may be available
to the Company to be borrowed under the Credit Facility and any net proceeds
the Company may receive if it sells its network-affiliated television
operations, will represent a significant amount of funds available to the
Company over which management will have substantial discretion as to their
application, including funding additional broadcast and non-broadcast
acquisition opportunities that may arise that are not included in the Proposed
Acquisitions. There can be no assurance the Company will deploy such funds in
a manner that will enhance the financial condition of the Company. See "Use of
Proceeds."

FRAUDULENT CONVEYANCE

Various fraudulent conveyance laws have been enacted for the
protection of creditors and may be utilized by a court to subordinate or avoid
the Exchange Debentures in favor of other existing or future creditors of the
Company. If a court in a lawsuit on behalf of any unpaid creditor of the
Company or a representative of the Company's creditors were to find that, at
the time the Company issued the Exchange Debentures, the Company (x) intended
to hinder, delay or defraud any existing or future creditor or contemplated
insolvency with a design to prefer one or more creditors to the exclusion in
whole or in part of others or (y) did not receive fair consideration or
reasonably equivalent value for issuing such Exchange Debentures and the
Company (i) was insolvent, (ii) was rendered insolvent by reason of such
issuance, (iii) was engaged or about to engage in a business or transaction for
which its remaining assets constituted unreasonably small capital to carry on
its business or (iv) intended to incur, or believed that it would incur, debts
beyond its ability to pay such debts as they matured, such court could void the
Company's obligations under the Exchange Debentures and void such transactions.
Alternatively, in such event, claims of the holders of such Exchange Debentures
could be subordinated to claims of the other creditors of the Company.

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ABILITY TO MANAGE GROWTH

Since inception, the Company has experienced rapid growth, primarily
through acquisitions. Rapidly growing businesses frequently encounter
unforeseen expenses and delays in completing acquisitions, as well as
difficulties and complications in integrating acquired operations without
disruption to overall operations. In addition, such rapid growth may adversely
affect the Company's operating results because of many factors, including
capital requirements, transitional management and operating adjustments, and
interest costs associated with acquisition debt. There can be no assurance that
the Company will successfully integrate recently acquired and future acquired
operations or successfully manage the costs often associated with rapid growth.
While the Company has no probable or pending significant acquisitions other
than the Proposed Acquisitions, the Company continuously evaluates the
acquisition or operation of additional television and radio stations.

TIME BROKERAGE AGREEMENTS -- RIGHTS OF PREEMPTION AND TERMINATION

The Company operates eight television stations pursuant to time
brokerage agreements, which stations are not owned by the Company. All of the
Company's time brokerage agreements allow, in accordance with FCC rules,
regulations and policies, preemption of the Company's programming by the FCC
licensee of each station with which the Company has a time brokerage agreement.
In addition, each time brokerage agreement provides that under certain limited
circumstances it may be terminated by the FCC licensee. Accordingly, there can
be no assurance that the Company will be able to air all the programming
expected to be aired on those stations with which it has a time brokerage
agreement or that the Company will receive the expected advertising revenue
from the sale of advertising in such programming. Although the Company believes
that the terms and conditions of each of its time brokerage agreements should
enable the Company to air and utilize the programming and other non-broadcast
license assets of the respective stations, there can be no assurance that early
terminations of the time brokerage agreements or unexpected preemptions of all
or a significant part of the programming by the FCC licensee of such stations
will not occur. An early termination of the Company's time brokerage agreements
or repeated and material preemptions of programming could adversely affect the
Company's operations. In addition, the Company's time brokerage agreements
generally have expiration dates ranging from seven to ten years. The Company
expects its future time brokerage agreements to have terms of not more than ten
years. There can be no assurance that the Company will be able to negotiate
extensions of its time brokerage agreements on terms satisfactory to the
Company.

INDUSTRY AND ECONOMIC CONDITIONS; SEASONALITY

The profitability of the Company's radio and television stations is
subject to various factors that influence the radio and television broadcasting
industries as a whole. The Company's radio and television stations may be
affected by numerous factors, including changes in audience tastes, priorities
of advertisers, new laws and governmental regulations and policies, changes in
broadcast technical requirements, technological changes, proposals to eliminate
the tax deductibility of expenses incurred by advertisers and changes in the
willingness of financial institutions and other lenders to finance radio and
television station acquisitions and operations. The Company cannot predict
which, if any, of these or other factors might have a significant impact on the
radio and television broadcasting industry in the future, nor can it predict
what impact, if any, the occurrence of these or other events might have on the
Company's operations. Generally, advertising tends to decline during economic
recession or downturn. Consequently, the Company's broadcasting revenue is
likely to be adversely affected by a recession or downturn in the United States
economy or other events or circumstances that adversely affect advertising
activity. In addition, the Company's operating results in individual geographic
markets could be adversely affected by local regional economic downturns,
particularly in Florida. Seasonal revenue fluctuations are common in the radio
and television broadcasting industry and result primarily from fluctuations in
advertising expenditures by local retailers. Paxson Radio and Paxson
Network-Affiliated Television generally experience their lowest revenue for the
year in the first quarter, whereas their highest revenue generally occurs in
the fourth fiscal quarter. Because of the short operating history of inTV, the
Company's ability to assess the effects of seasonality on inTV is limited. It
appears, however, that inTV may experience its highest revenues in the first
and fourth quarters.

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COMPETITION

The Company's network-affiliated television and radio stations are
located in highly competitive markets. The financial success of each of the
Company's radio and network-affiliated television stations depends, to a
significant degree, upon its audience ratings, its share of the overall radio
or television (as applicable) sales within its geographic market, the economic
health of the market and the popularity of its programming. The audience
ratings and advertising of such individual stations are subject to change and
any adverse change in a particular market could have a material adverse effect
on the revenue and operating cash flow of the Company. Paxson Radio stations
compete for audience share and advertising revenue directly with other FM and
AM radio stations and with other media within their respective markets.
Although Paxson Radio competes with other radio stations with comparable
programming formats in most of its markets, if another station in the market
were to convert its programming format to a format similar to one of the
Company's radio stations, if a new radio station were to adopt a competitive
format or if an existing competitor were to strengthen its operations, the
Company's stations could suffer a reduction in ratings or advertising revenue
and could require increased promotional and other expenses. Paxson
Network-Affiliated Television stations face similar competitive forces. In
addition, to the extent that certain of the Company's competitors have or may,
in the future, obtain greater resources than the Company, its ability to
compete successfully in its broadcasting markets may be impeded. There can be
no assurance that the Company will be able to maintain or increase its current
audience ratings and advertising revenue. See "Business -- Competition."

The Company's owned and operated inTV stations face significant
competition from various broadcasting stations and broadcasting and cable
networks that air both traditional and long-form paid programming in varied
amounts, as well as local cable operators and their agents that sell blocks of
time to long-form advertisers and could encounter competition from developments
in technology that may be subsequently commercialized. To the extent that the
Infomall TV Network is successful, it is likely that the Company will face
additional competition from new market entrants, which may have greater
financial resources than the Company. See "Business -- Competition."

TECHNOLOGY CHANGES

Radio and television broadcasting are also subject to competition with
new media technologies that are being developed or have been introduced, such
as, for radio, the delivery of audio programming through cable television,
telephone or electrical wires or the introduction of digital audio broadcasting
("DAB") and, for television, direct satellite-to-home video programming and
so-called video dialtone in which telephone or other companies provide
broad-band wire links for delivery of video programming to homes by independent
program suppliers. DAB may provide a medium for the delivery by satellite or
terrestrial means of multiple audio programming formats to local and national
audiences. Further, the Company may be subject to other changes in technology
and the manner in which businesses and individual households adopt such
technologies and embrace new communication and distribution channels available
via the Internet, World Wide Web, and other such broadband networks.
Prospective technology enhancements may allow for increased economic,
distribution and communication efficiencies which may impact the Company. The
Company cannot predict the effect, if any, that these or other new technologies
may have on the industries in which the Company operates, or on the Company.
See "Business -- Federal Regulation of Broadcasting."

-24-
<PAGE> 34
LACK OF ESTABLISHED MARKET FOR THE NEW PREFERRED STOCK

Prior to the Offering, there has been no market for the New Preferred
Stock. The Company does not intend to list the New Preferred Stock on any
securities exchange, and there can be no assurance that a trading market for
the New Preferred Stock will develop and continue after the Offering. The
Underwriters have advised the Company that they currently intend to make a
market in the New Preferred Stock, but they are not obligated to do so and may
discontinue market making activities at any time. If a market for the New
Preferred Stock were to develop, the New Preferred Stock could trade at prices
that may be lower than the initial offering price and could be subject to
significant fluctuations in response to quarterly and annual operating results
of the Company, announcements of technological improvements or new products by
the Company or its competitors, changes in financial estimates by securities
analysts, changes in general conditions in the economy, the financial markets,
or the broadcasting, advertising or television retail shopping industries, or
other developments affecting the Company, its customers or its competitors,
some of which may be unrelated to the Company's performance and beyond the
Company's control.

-25-

<PAGE> 35

THE PROPOSED ACQUISITIONS

The Company currently has agreements, subject to various conditions
including the receipt of regulatory approvals, to acquire, invest in, purchase
the assets of or, as indicated below, finance the acquisition of assets of, and
enter into time brokerage agreements (or in the case of WHBI-TV, an affiliation
agreement) with respect to, the following television stations (the "Proposed
inTV Acquisitions") and radio stations (the "Proposed Radio Acquisitions" and,
collectively with the Proposed inTV Acquisitions, the "Proposed Acquisitions")
(dollars in thousands):

<TABLE>
<CAPTION>
Actual or
Anticipated
Commencement Purchase
Station of Operations Price
---------- ------------- --------
<S> <C> <C> <C>
Market(1)
Television
Dallas, TX . . . . . . . . . . . Channel 68 12/96 $ 3,000
Minneapolis, MN . . . . . . . . KXLI-TV 10/96 12,000
Phoenix, AZ . . . . . . . . . . KAJW-TV 1/97 12,000
Salt Lake City, UT . . . . . . . KZAR-TV(2) 12/96 325
Grand Rapids, MI . . . . . . . . WJUE-TV(3) 10/96 1,000
Oklahoma City, OK . . . . . . . KMNZ-TV 2/97 6,500
West Palm Beach, FL . . . . . . WHBI-TV(4) 2/97 3,000
Providence, RI . . . . . . . . . WOST-TV(5) 12/96 1,000
Tulsa, OK . . . . . . . . . . . KGLB-TV 2/97 825
San Juan, PR . . . . . . . . . . WSJN-TV(5)(6) 2/96 4,000
Birmingham, AL . . . . . . . . . WNAL-TV 9/96 10,000

RADIO
Miami/Ft. Lauderdale, FL . . . . WSHE-FM(6) 5/96 57,500
WSRF-AM(6) 5/96

WIOD-AM 10/96 13,000

Orlando, FL . . . . . . . . . . WDIZ-FM(6) 6/96 22,000
WTKS-FM(6) 6/96 25,000

Panama City, FL . . . . . . . . WGNE-AM 10/96 24,150
WEBZ-FM 10/96
WFSY-FM 10/96
WPBH-FM 10/96
WPAP-FM 10/96

Tallahassee, FL . . . . . . . . WTPS-FM 10/96
WXSR-FM 10/96
WSNI-FM 10/96
WTNT-FM 10/96
WNLS-AM 10/96

Pensacola, FL . . . . . . . . . WOWW-FM 10/96
WTKX-FM 10/96

Cookeville, TN . . . . . . . . . WHUB-FM 10/96 3,800
WHUB-AM 10/96
Expected Capital Expenditures(7) . . . . 55,331
Less Deposits and Other Amounts Paid to (22,233)
Date . . . . . . . . . . . . . . . . . .
Less Common Stock to be Issued . . . . . (11,000)
Total Remaining Cash $ 221,198
Expenditures . . . . . . . . . .
- ---------------
</TABLE>
(1) Each station is licensed by the FCC to serve a specific community
which is included in the listed market.

-26-
<PAGE> 36

(2) To be operated pursuant to a time brokerage agreement with an option
to acquire a 50% ownership interest.
(3) 70% ownership interest to be acquired.
(4) Pending inTV affiliate; see "Business -- Time Brokerage Agreements
and Other Interests in Broadcast Stations."
(5) 50% ownership interest to be acquired. See "Business -- Time
Brokerage Agreements and Other Interests in Broadcast Stations."
(6) Operated pursuant to a time brokerage agreement pending completion of
acquisition.
(7) Includes purchase price and capital expenditures for certain low power
television stations being acquired to simulcast the signal of certain
other Company stations and $13.5 million of capital expenditures for
existing properties.

The Company regularly considers the acquisition of broadcasting and
other properties and businesses, and at any given time is in various stages of
considering such opportunities. Typically, consummation of potential
acquisitions is subject to various contingencies, including various regulatory
approvals. Consummation of potential acquisition opportunities other than the
Proposed Acquisitions may also be subject to, among other things, the Company
obtaining additional financing and waivers or consents from its lenders and
holders of the Existing Preferred Stock. There can be no assurance that the
Company could obtain any such needed consents or waivers or additional
financing on terms acceptable to it, nor can there be any assurance that the
Company will consummate all of the Proposed Acquisitions or other potential
acquisition opportunities that may arise.

Company investments in broadcast properties (including certain of the
Proposed Acquisitions as noted above) involve arrangements with third parties,
including time brokerage agreements, as well as the co-ownership of certain
television stations and radio stations. These investments in broadcast
properties permit the Company to have a presence in additional markets and to
enjoy many, but not all, of the benefits of ownership while at the same time
remaining in compliance with FCC regulations. For a description of the
Company's relationships with these companies, see "Business -- Time Brokerage
Agreements and Other Interests in Broadcast Stations." The Company has
structured its relationships with these companies in a manner designed to
ensure strict compliance with the FCC's rules and regulations governing
television station ownership.

USE OF PROCEEDS

The net proceeds to the Company from the Offering (estimated to be
approximately $143.8 million) together with working capital of $105.8 million
will be used (i) to fund the redemption of the Senior Preferred Stock ($28.4
million) and (ii) to fund the Proposed Acquisitions and expected capital
expenditures ($221.2 million). Pending the use of proceeds described above, the
net proceeds will be invested in Cash Equivalents (as defined).

-27-
<PAGE> 37

CAPITALIZATION

The following table sets forth the actual and pro forma cash and
capitalization of the Company as of June 30, 1996. Pro forma capitalization
gives effect to (i) the consummation of the Offering (providing $143.8 million
of cash); (ii) the Proposed Acquisitions and related capital expenditures
(utilizing $207.7 million of cash); (iii) capital expenditures on existing
properties (utilizing $13.5 million of cash); and (iv) acquisitions which have
closed subsequent to June 30, 1996 (utilizing $15.8 million of cash), as if
such events had occurred on June 30, 1996. This table should be read in
conjunction with the information contained in "Pro Forma Financial Information"
and the Company's consolidated financial statements and notes thereto appearing
elsewhere herein.

<TABLE>
<CAPTION>
As of June 30,
1996
Actual Pro Forma
------ ---------
(IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 115,577 $ 3,954
========= =========

Long-term debt (including current maturities):

Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- $ 10,000
11 5/8 Senior Subordinated Notes due 2002(1) . . . . . . . . . . . . 227,508 227,508
Other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,335 4,335
231,843 241,843
Redeemable senior preferred stock(2) . . . . . . . . . . . . . . . . 18,393 --
Redeemable Series B preferred stock(2) . . . . . . . . . . . . . . . 2,990 --
Redeemable junior preferred stock(2) . . . . . . . . . . . . . . . . 34,090 34,090
Exchangeable Preferred Stock . . . . . . . . . . . . . . . . . . . . -- 143,750
Class A Common Stock(2) . . . . . . . . . . . . . . . . . . . . . . . 39 40

Class B Common Stock(2) . . . . . . . . . . . . . . . . . . . . . . . 8 8
Class C Common Stock(2) . . . . . . . . . . . . . . . . . . . . . . . -- --
Class A and B Common Stock Warrants . . . . . . . . . . . . . . . . . 6,863 6,863
Class C common stock warrants(2) . . . . . . . . . . . . . . . . . . 4,282 4,282
Stock subscription notes receivable . . . . . . . . . . . . . . . . . (17) (17)
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . 197,425 208,424
Deferred option plan compensation(3) . . . . . . . . . . . . . . . . (1,950) (1,950)
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . (71,114) (78,156)
--------- ---------
Total capitalization . . . . . . . . . . . . . . . . . . . . $ 422,852 $ 559,177
========= =========
</TABLE>

- ---------------

(1) Net of issue discount.
(2) See "Description of Capital Stock."
(3) See "Management -- Stock Incentive Plan."

-28-
<PAGE> 38

THE COMPANY

The Company was organized in December 1993, as the successor to
businesses formed in 1991 primarily for the purpose of owning and operating
radio and television broadcasting stations and networks. The Company's
principal executive offices are located at 601 Clearwater Park Road, West Palm
Beach, Florida 33401 and its telephone number is (561) 659-4122.

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following selected historical and pro forma financial data,
insofar as it relates to each of the five years ended December 31, 1995, has
been derived from Company prepared financial information and should be read in
conjunction with the audited financial statements, including the consolidated
balance sheets at December 31, 1994 and 1995 and the related consolidated
statements of operations and cash flows for each of the years in the three year
period ended December 31, 1995 and the notes thereto appearing elsewhere herein
and incorporated herein by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1995. The selected historical and pro
forma financial data for the twelve months ended December 31, 1995, and as of
and for the six months and twelve months ended June 30, 1996 has been derived
from unaudited financial statements also appearing herein and which, in the
opinion of management, include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results for the
unaudited interim periods. Results for the six months ended June 30, 1996 are
not necessarily indicative of results that may be expected for the entire year.
The selected historical and pro forma financial data should be read in
conjunction with the information contained in the Company's consolidated
financial statements and notes thereto, the financial statements and notes
thereto related to certain of the Proposed Acquisitions, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Pro Forma Financial Information" included elsewhere herein.

The following unaudited summary pro forma statement of operations data
and other data give effect to (i) the consummation of the Offering; (ii) the
significant business acquisitions of KZKI-TV, WGOT-TV and WTVX-TV in 1995;
(iii) the proposed significant business acquisitions of the Fort Lauderdale
Radio Stations (WSHE-FM and WSRF-AM); (iv) the business acquisition of Todd
Communications, Inc. (WFSJ-FM) and the proposed acquisitions of Southern
Broadcasting Companies, Inc. (WSNI-FM, WPAP-FM and WPBH-FM), WDIZ-FM, WTKS-FM,
WHUB, Inc. (WHUB-FM and WHUB-AM) and KXLI-TV; (v) the Equity Offering; (vi) the
termination of the put rights of the holders of Class A and Class B Common
Stock warrants; and (vii) the issuance of the Notes, as if such events had
occurred on January 1, 1995. Other Proposed Acquisitions are asset
acquisitions or are immaterial both individually and in the aggregate and
therefore are not included in the pro forma financial information. Where
necessary, prior operators' fiscal years have been conformed to the Company's
December 31 year end. In addition, depreciation and amortization expense and
interest expense have been increased for each of the periods presented to
reflect the purchase of all stations included in the Proposed Acquisitions and
acquisitions which have closed subsequent to June 30, 1996. The following
unaudited summary pro forma balance sheet data gives effect to (i) the
consummation of the Offering; (ii) the Proposed Acquisitions and related
capital expenditures; (iii) capital expenditures on existing properties; and
(iv) acquisitions which have closed subsequent to June 30, 1996, as if such
events had occurred on June 30, 1996. Certain management assumptions and
adjustments are described in the accompanying notes hereto. The pro forma
information should be read in conjunction with the Company's consolidated
financial statements and the notes thereto and the financial statements and
notes thereto related to certain of the Proposed Acquisitions included
elsewhere in this Prospectus. See "Pro Forma Financial Information" appearing
elsewhere in this Prospectus. This pro forma information is not necessarily
indicative of the Company's actual or future operating results or financial
position.

-29-
<PAGE> 39
SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA (IN THOUSANDS, EXCEPT PER
SHARE DATA)

Year Ended December 31,
------------------------------------------------------------------------
Pro Forma
1991 1992 1993 1994 1995 1995(a)
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue . . . . . . . . . . . . . . . . $ 830 $ 17,062 $ 32,062 $ 62,067 $ 103,074 $ 128,934
Operating expenses, excluding
depreciation, amortization and
option plan compensation . . . . . . . . . 1,719 17,922 28,872 51,225 82,103 100,471
Option plan compensation(b) . . . . . . . . . -- -- -- -- 10,803 10,803
Depreciation and amortization . . . . . . . . 497 5,977 9,351 12,404 18,719 40,566
---------- ---------- ---------- ---------- ---------- ----------
Income (loss) from operations . . . . . . . . (1,386) (6,837) (6,161) (1,562) (8,551) (22,906)
Interest expense . . . . . . . . . . . . . . (52) (1,262) (2,052) (5,210) (16,303) (29,966)
Interest income . . . . . . . . . . . . . . . -- -- 113 335 1,709 1,701
Other income (expense), net . . . . . . . . . 10 134 108 (5) (982) (1,177)
Benefit (provision) for income taxes . . . . -- -- (2,960) 1,680 1,280 1,280
Extraordinary item and
cumulative effect of a change in
accounting principle(c) . . . . . . . . . . -- 110 (457) -- (10,626) (10,626)
---------- ---------- ---------- ---------- ---------- ----------
Net loss . . . . . . . . . . . . . . . . . . $ (1,428) $ (7,855) (11,409) (4,762) (33,473) (61,694)
========= =========
Dividends and accretion on
preferred stock and common
stock warrants(d) . . . . . . . . . . . . . (151) (3,386) (13,297) (23,351)
---------- ---------- ---------- ----------
Net loss attributable to common stock . . . . $ (11,560) $ (8,148) $ (46,770) $ (85,045)
========= ========= ========= ==========
Net loss per share(e) . . . . . . . . . . . . $ (0.36) $ (0.14) $ (0.97) $ (1.30)
Net loss per share attributable to
common stock(e) . . . . . . . . . . . . . . (0.37) (0.24) (1.36) (1.79)
Weighted average shares
outstanding -- primary and fully
diluted(f) . . . . . . . . . . . . . . . . 31,582 33,430 34,430 47,611
========= ========= ========= ==========
Cash dividends declared . . . . . . . . . . . -- -- -- -- -- --

OTHER DATA:
EBITDA(g) . . . . . . . . . . . . . . . . . . $ (796) $ (162) $ 4,522 $ 11,790 $ 24,582 $ 31,579
Capital expenditures(h) . . . . . . . . . . . $ 60 $ 1,273 $ 1,963 $ 5,917 $ 25,017 $ 25,017
Adjusted EBITDA(i) . . . . . . . . . . . . .
Ratio of earnings to combined
fixed charges and preferred
stock dividends(j) . . . . . . . . . . . . -- -- -- -- -- --

Six Months Ended
June 30, 1996 Pro Forma
----------------------------------- for Twelve
Months
Actual Pro Forma(a) Ended June
30, 1996(a)
------------- ------------- ------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Total revenue . . . . . . . . . . . . . . . . $ 69,370 $ 77,819 $ 147,885
Operating expenses, excluding
depreciation, amortization and
option plan compensation . . . . . . . . . 51,724 58,294 111,533
Option plan compensation(b) . . . . . . . . . 2,292 2,292 3,691
Depreciation and amortization . . . . . . . . 11,737 22,328 43,583
----------- ----------- ----------
Income (loss) from operations . . . . . . . . 3,617 (5,095) (10,922)
Interest expense . . . . . . . . . . . . . . (15,098) (14,983) (29,966)
Interest income . . . . . . . . . . . . . . . 4,035 2,739 3,867
Other income (expense), net . . . . . . . . . (559) (722) (1,872)
Benefit (provision) for income taxes . . . . -- -- 640
Extraordinary item and
cumulative effect of a change in
accounting principle(c) . . . . . . . . . . -- -- (10,626)
------------ ------------ -----------
Net loss . . . . . . . . . . . . . . . . . . (8,005) (18,061) (48,879)

Dividends and accretion on
preferred stock and common
stock warrants(d) . . . . . . . . . . . . . (7,414) (11,870) (23,550)
----------- ----------- -----------
Net loss attributable to common stock . . . . $ (15,419) $ (29,931) $ (72,429)
=========== ============ ===========
Net loss per share(e) . . . . . . . . . . . . $ (0.20) $ (0.38) $ (1.02)
Net loss per share attributable to
common stock(e) . . . . . . . . . . . . . . (0.38) (0.63) (1.52)
Weighted average shares
outstanding -- primary and fully
diluted(f) . . . . . . . . . . . . . . . . 40,567 47,803 47,722
=========== =========== ==========
Cash dividends declared . . . . . . . . . . . -- -- --

OTHER DATA:
EBITDA(g) . . . . . . . . . . . . . . . . . . $ 20,380 $ 22,259 $ 39,999
Capital expenditures(h) . . . . . . . . . . . $ 13,936 $ 13,936 $ 29,364
Adjusted EBITDA(i) . . . . . . . . . . . . . $ 45,924
Ratio of earnings to combined
fixed charges and preferred
stock dividends(j) . . . . . . . . . . . . -- -- --

<CAPTION>
As of June 30, 1996
Actual Pro
Forma(a)
<S> <C> <C>
Balance Sheet Data:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 115,577 $ 3,954
Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,194 11,571
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 437,449 573,774
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231,843 241,843
Redeemable preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,473 34,090
Exchangeable preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 143,750
</TABLE>

(see footnotes on the following page)

-30-
<PAGE> 40

NOTES TO SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA
(IN THOUSANDS)

(a) Pro forma statement of operations data and other data for the
six months and twelve months ended June 30, 1996 and the year ended December
31, 1995 give effect to (i) the consummation of the Offering; (ii) the
significant business acquisitions of KZKI-TV, WGOT-TV and WTVX-TV in 1995;
(iii) the proposed significant business acquisitions of the Fort Lauderdale
Radio Stations (WSHE-FM and WSRF-AM); (iv) the business acquisition of Todd
Communications, Inc. (WFSJ-FM) and the proposed business acquisitions of
Southern Broadcasting Companies, Inc. (WSNI-FM, WPAP-FM and WPBH-FM), WDIZ-FM,
WTKS-FM, WHUB, Inc. (WHUB-FM and WHUB-AM) and KXLI-TV; (v) the Equity Offering;
(vi) the termination of the put rights of the holders of Class A and Class B
Common Stock warrants; and (vii) the issuance of the Notes, as if such events
had occurred on January 1, 1995. All other Proposed Acquisitions are asset
acquisitions or are immaterial both individually and in the aggregate and
therefore are not included in the pro forma financial information. Where
necessary, prior operators' fiscal years have been conformed to the Company's
December 31 year end. In addition, depreciation and amortization expense and
interest expense have been increased for each of the periods presented to
reflect the purchase of all stations included in the Proposed Acquisitions and
acquisitions which have closed subsequent to June 30, 1996. The pro forma
balance sheet data as of June 30, 1996 gives effect to: (i) the consummation of
the Offering; (ii) the Proposed Acquisitions and related capital expenditures;
(iii) capital expenditures on existing properties; and (iv) acquisitions which
have closed subsequent to June 30, 1996, as if such events had occurred on June
30, 1996.

(b) Option plan compensation represents a non-cash charge
associated with the granting of common stock options to employees under the
Company's Stock Incentive Plans. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Results of Operations" and
"Management -- Stock Incentive Plan."

(i) Adjusted EBITDA is defined as EBITDA for the twelve month
period ended June 30, 1996, less (i) segment operating profit for the Infomall
TV Network for such period plus (ii) four times such segment's operating profit
for the quarter ended June 30, 1996. Adjusted EBITDA is calculated on a basis
consistent with calculations under Exchange Indenture and the certificate of
designation of the New Preferred Stock. See "Certain Definitions and Market and
Industry Data."

-31-
<PAGE> 41

of deferred financing costs and the component of operating lease expense which
management believes represents an appropriate interest factor. Earnings were
inadequate to cover fixed charges and preferred stock dividends by
approximately $1.4 million, $8.0 million, $8.1 million, $9.0 million, $32.7
million, and $12.8 million, for the years ended December 31, 1991, 1992, 1993,
1994 and 1995 and for the six month period ended June 30, 1996, respectively.
On a pro forma basis, earnings were insufficient to cover combined fixed
charges and preferred stock dividends by approximately $29.9 million, $62.4
million and $75.7 million for the six-month and twelve month periods ended June
30, 1996, and the year ended December 31, 1995, respectively.

-32-
<PAGE> 42

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

Since its inception in 1991, the Company has grown primarily through
the acquisition or management of radio and television broadcast stations and
radio networks, as well as subsequent improvement in the operation of these
properties. Certain of the Company's radio and television stations were and
continue to be operated under time brokerage agreements for various periods.
Under time brokerage agreements, the stations' operating revenues and expenses
are controlled by the Company and are included in its consolidated statements
of operations. The Company operates three business segments: (1) the Infomall
TV Network ("inTV"), a nationwide network of owned, operated or affiliated
television stations dedicated to the airing of long form paid programming,
consisting primarily of infomercials; (2) Paxson Radio, consisting of radio
broadcasting stations, radio news and sports networks and billboard operations;
and (3) Paxson Network-Affiliated Television, consisting of network-affiliated
television broadcasting stations in West Palm Beach, Florida.

The Company's operating data throughout the periods discussed have
been impacted significantly by the timing and mix of radio, television and inTV
acquisitions throughout such periods. Operating revenues are derived from the
sale of advertising to local and national advertisers. The Company's primary
operating expenses involved in owning and operating Paxson Radio and Paxson
Network-Affiliated Television are syndicated program rights fees, commissions
on revenues, employee salaries, news gathering, promotion and administrative
expenses. Comparatively, operation of an inTV station involves low operating
expenses relative to traditional network or independent television station
operation. As a result, the Company's inTV stations usually contribute to
operating profit within a short time frame. The costs of operating an inTV
station do not vary significantly with revenue, with the exception of costs
associated with sales commissions and agency fees. As such, upon obtaining a
certain level of revenue sufficient to cover fixed costs, additional revenue
levels have a significant impact on the operating results of an individual inTV
station.

The Company currently expects to continue acquiring additional
stations which may have similar effects on the comparability of revenues,
operating expenses, interest expense and operating cash flow as those described
below.

The Company's past results are not necessarily indicative of future
performance due to various risks and uncertainties which may significantly
reduce revenues and increase operating expenses. For example, a reduction in
expenditures by radio and television advertisers in the Company's markets may
result in lower revenues. The Company may be unable to reduce expenses,
including certain variable expenses, in an amount sufficient in the short term
to offset lost revenues caused by poor market conditions. The Company's
television stations are dependent upon "must carry" regulations for carriage on
cable systems in each market. The constitutionality of "must carry" regulations
is currently being litigated in the U.S. Supreme Court and if such regulations
were invalidated, the Company could suffer decreased revenues or increased
carriage expenses if the Company's stations lose cable carriage or are forced
to pay cable systems for carriage. The broadcasting industry continues to
undergo rapid technological change which may increase competition within the
Company's markets as new delivery systems, such as direct broadcast satellite
and computer networks, attract customers. The changing nature of audience
tastes and viewing and listening habits may affect the continued attractiveness
of the Company's broadcasting stations to advertisers, upon whom the Company is
dependent for its revenue.

Preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount (contingent or otherwise) of assets
and liabilities at the date of the financial statements and the reported amount
of revenues and expenses during the reporting period. The fair value of the
Company's investments in broadcast properties and programming rights payable
were based upon the net present value of applicable estimated future cash flows
using a discounted rate approximating market rates. The fair values of the
Company's long-term debt and the Notes were estimated based

-33-
<PAGE> 43

on market rates and instruments with similar risks and maturities. The fair
value estimates presented are based on pertinent information available to
management as of June 30, 1996. As a result of the foregoing, the estimates
presented in the Company's financial statements are not necessarily indicative
of the amounts that the Company could realize in a current market exchange.
Although management is not aware of any factors that would significantly affect
the estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of the Company's financial statements.

The Company's operations as a public company commenced in November
1994 as a result of the Company's merger with ANG, a company primarily involved
in the operation of radio networks. The former operations of ANG are no longer
material to the Company.

This Prospectus contains forward-looking statements which involve
risks and uncertainties. The Company's actual results may differ significantly
from the results discussed in the forward-looking statements. Factors that
might cause such a difference include, but are not limited to, those discussed
in this Prospectus under the heading "Risk Factors."

RESULTS OF OPERATIONS

Six Months Ended June 30, 1996 and 1995

Consolidated revenues for the six months ended June 30, 1996 increased
56% (or $25.0 million) to $69.4 million from $44.4 million for the six months
ended June 30, 1995. This increase was primarily due to new television station
acquisitions and time brokerage operations ($14.0 million), new radio stations
($3.5 million) and increased revenues from existing television stations ($5.0
million) and radio stations ($3.6 million).

Operating expenses for the six months ended June 30, 1996 increased
19% (or $10.7 million) to $65.8 million from $55.1 million for the six months
ended June 30, 1995. The increase was due to higher direct expenses such as
commissions which rise in proportion to revenues ($3.9 million), other
non-direct costs of operating new television stations ($3.4 million) and radio
stations ($1.8 million), increased non-direct costs of network-affiliated
television operations ($1.3 million) which is primarily due to the addition of
WTVX, higher depreciation and amortization related to assets acquired ($3.7
million), and increased time brokerage agreement fees ($2.5 million) all of
which were partially offset by lower option plan compensation costs ($7.1
million).

Operating cash flow for the six months ended June 30, 1996 increased
127% (or $11.4 million) to $20.4 million, from $9.0 million for the six months
ended June 30, 1995. The increase in operating cash flow was a direct result of
television station acquisitions and improved performance of the existing
television and radio properties.

Interest expense for the six months ended June 30, 1996 increased to
$15.1 million from $4.9 million for the six months ended June 30, 1995, an
increase of 208% primarily due to a greater level of debt throughout the period
and higher borrowing rates. As a result of acquisitions, at June 30, 1996,
total long-term debt and senior subordinated notes were $231.8 million, or 75%
higher than the $132.3 million outstanding a year prior.

Interest income for the six months ended June 30, 1996 increased to $4
million from $0.6 million, primarily due to greater levels of cash and cash
equivalents invested throughout the period primarily as a result of the receipt
of the proceeds of the Equity Offering.

Three Months Ended June 30, 1996 and 1995

Consolidated revenues for the three months ended June 30, 1996
increased 57% (or $13.5 million) to $37.2 million from $23.7 million for the
three months ended June 30, 1995. This increase was primarily due to new

-34-
<PAGE> 44

television station acquisitions and time brokerage operations ($7.1 million),
new radio stations ($2.4 million) and increased revenues from existing
television stations ($2.1 million) and radio stations ($2.1 million).

Operating expenses for the three months ended June 30, 1996 increased
4% (or $1.2 million) to $33.8 million from $32.6 million for the three months
ended June 30, 1995. The increase was due to higher direct expenses such as
commissions which rise in proportion to revenues ($2.5 million), other
non-direct costs of operating new television stations ($1.5 million) and radio
stations ($1.1 million), increased non-direct costs of network-affiliated
television operations ($.9 million) which is primarily due to the addition of
WTVX, higher depreciation and amortization related to assets acquired ($1.8
million), and increased time brokerage agreement fees ($1.7 million) all of
which were partially offset by lower option plan compensation costs ($8.9
million).

Operating cash flow for the three months ended June 30, 1996 increased
93% (or $5.7 million) to $11.8 million, from $6.1 million for the three months
ended June 30, 1995. The increase in operating cash flow was a direct result of
television station acquisitions and improved performance of the radio
properties.

Interest expense for the three months ended June 30, 1996 increased to
$7.4 million from $2.8 million for the three months ended June 30, 1995, an
increase of 164% primarily due to a greater level of debt throughout the period
and higher borrowing rates. As a result of acquisitions, at June 30, 1996,
total long-term debt and senior subordinated notes were $231.8 million, or 75%
higher than the $132.3 million outstanding a year prior.

Interest income for the three months ended June 30, 1996 increased to
$3.2 million from $0.3 million, primarily due to greater levels of cash and
cash equivalents invested throughout the period primarily as a result of the
receipt of the proceeds of the Equity Offering.

The following table sets forth, for the periods indicated, selected
information for the Company's business segments:

<TABLE>
<CAPTION>
As of and for the six months As of and for the three months
ended June 30, ended June 30,
-------------------------------- ---------------------------------
1996 1995 1996 1995
------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
INFOMALL TV NETWORK
Total revenue . . . . . . . . . . . $ 27,327,040 $ 10,725,592 $ 14,611,120 $ 6,822,598
Operating expenses, less
depreciation, amortization and
option plan compensation . . . . . 14,482,609 6,216,319 7,848,987 3,765,974
Depreciation and amortization . . . 4,438,053 2,074,228 2,367,123 1,236,922
Option plan compensation . . . . . 7,238 - 3,675 -
------------- ------------- -------------- --------------
Income (loss) from operations . . . $ 8,399,140 $ 2,435,145 $ 4,391,335 $ 1,819,702
============= ============= ============= ==============
Operating cash flow . . . . . . . . $ 13,988,000 $ 5,018,000 $ 7,463,000 $ 3,367,000
============= ============= ============= ==============
Total identifiable assets . . . . . $ 173,354,366 $ 74,506,976 $ 173,354,366 $ 74,506,976
============= ============= ============= ==============
Capital expenditures . . . . . . . $ 6,537,552 $ 885,369 $ 5,016,886 $ 536,704
============= ============= ============= ==============
PAXSON RADIO
Total revenue . . . . . . . . . . . $ 31,626,945 $ 25,121,812 $ 17,091,255 $ 12,816,094
Operating expenses, less
depreciation, amortization and
option plan compensation . . . . . 25,084,027 21,425,930 12,968,931 10,248,871
Depreciation and amortization . . . 5,299,811 4,135,204 2,710,785 2,095,254
Option plan compensation . . . . . 254,251 1,561,000 220,847 1,561,000
------------- ------------- ------------- --------------
Income (loss) from operations . . . $ 988,856 $ (2,000,322) $ 1,190,692 $ (1,089,031)
============= ============= ============= ==============
Operating cash flow . . . . . . . . $ 7,012,000 $ 4,208,000 $ 4,666,000 $ 2,753,000
============= ============= ============= ==============
</TABLE>

-35-
<PAGE> 45

<TABLE>
<S> <C> <C> <C> <C>
Total identifiable assets . . . . . $ 84,284,513 $ 66,742,444 $ 84,284,513 $ 66,742,444
============= ============= ============= ==============
Capital expenditures . . . . . . . $ 1,445,034 $ 4,091,180 $ 701,677 $ 2,375,462
============= ============= ============= ==============

PAXSON NETWORK-AFFILIATED TELEVISION
Total revenue . . . . . . . . . . . $ 9,696,270 $ 7,306,968 $ 5,155,602 $ 3,721,971
Operating expenses, less
depreciation, amortization and
option plan compensation . . . . . 8,092,005 5,258,481 4,226,926 2,706,693
Depreciation and amortization . . . 1,465,120 1,572,113 718,129 785,451
Option plan compensation . . . . . - - - -
------------- ------------- ------------- --------------
Income (loss) from operations . . . $ 139,145 $ 476,374 $ 210,547 $ 229,827
============= ============= ============= ==============
Operating cash flow . . . . . . . . $ 2,722,000 $ 2,340,000 $ 1,494,000 $ 1,180,000
============= ============= ============= ==============
Total identifiable assets . . . . . $ 37,930,692 $ 38,062,872 $ 37,930,692 $ 38,062,872
============= ============= ============= ==============
Capital expenditures . . . . . . . $ 881,759 $ 1,523,408 $ 761,818 $ 1,039,109
============= ============= ============= ==============

CORPORATE AND OTHER
Total revenue . . . . . . . . . . . $ 720,011 $ 1,201,876 $ 383,522 $ 375,982
Operating expenses, less
depreciation, amortization and
option plan compensation . . . . . 4,065,590 4,744,537 2,212,590 2,242,195
Depreciation and amortization . . . 533,945 272,711 269,150 152,000
Option plan compensation . . . . . 2,030,428 7,843,129 309,027 7,843,129
------------- ------------- ------------- --------------
Income (loss) from operations . . . $ (5,909,952) $ (11,658,501) $ (2,407,245) $ (9,861,342)
============= ============= ============= ==============
Operating cash flow . . . . . . . . $ (3,346,000) $ (2,602,000) $ (1,829,000) $ (1,175,000)
============= ============= ============= ==============
Total identifiable assets . . . . . $ 141,879,080 $ 15,651,339 $ 141,879,080 $ 15,651,339
============= ============= ============= ==============
Capital expenditures . . . . . . . $ 5,071,759 $ 3,089,520 $ 4,816,340 $ 558,710
============= ============= ============= ==============

CONSOLIDATED
Total revenue . . . . . . . . . . . $ 69,370,266 $ 44,356,348 $ 37,241,499 $ 23,736,645
Operating expenses, less
depreciation, amortization and
option plan compensation . . . . . 51,724,231 37,645,267 27,257,434 18,963,733
Depreciation and amortization . . . 11,736,929 8,054,256 6,065,187 4,269,627
Option plan compensation . . . . . 2,291,917 9,404,129 533,549 9,404,129
------------- ------------- ------------- --------------
Income (loss) from operations . . . $ 3,617,189 $ (10,747,304) $ 3,385,329 $ (8,900,844)
============= ============= ============= ==============
Operating cash flow . . . . . . . . $ 20,376,000 $ 8,964,000 $ 11,794,000 $ 6,125,000
============= ============= ============= ==============
Total identifiable assets . . . . . $ 437,448,651 $ 194,963,631 $ 437,448,651 $ 194,963,631
============= ============= ============= ==============
Capital expenditures . . . . . . . $ 13,936,104 $ 9,589,477 $ 11,296,721 $ 4,509,985
============= ============= ============= ==============
</TABLE>

"Operating cash flow" is defined as net income excluding non-cash
items, non-recurring items including terminated operations, interest, other
income, income taxes and time brokerage fees, less scheduled program rights
payments. The Company has included operating cash flow data because the
financial performance of broadcast companies is frequently evaluated based on
some measure of cash flow from operations and such data may assist investors in
measuring the Company's ability to service debt. Operating cash flow is not,
and should not be used as an indicator or alternative to operating income, net
income or cash flow as reflected in the Consolidated Financial Statements as it
is not a measure of financial performance under generally accepted accounting
principles.

-36-
<PAGE> 46

Years Ended December 31, 1995 and 1994

Consolidated revenues for 1995 increased 66% (or $41.0 million) to
$103.1 million from $62.1 million for 1994. This increase was primarily due to
the new television station acquisitions and time brokerage operations ($19.2
million), acquisition of WPBF-TV on July 1, 1994 ($7.1 million) and increased
revenues from existing television stations ($9.1 million).

Operating expenses for 1995 increased 75% (or $48.0 million) to $111.6
million from $63.6 million in 1994. The increase was primarily due to higher
direct expenses such as commissions which rise in proportion to revenues ($8.1
million), other non-direct costs of operating newly acquired and operated
television stations ($5.5 million), higher corporate overhead ($6.3 million),
option plan compensation ($10.8 million), higher depreciation and amortization
related to assets acquired ($6.3 million), and increased expenses from a full
year of operating existing television stations ($1.6 million).

Interest expense for 1995 increased to $16.3 million from $5.2 million
for 1994, an increase of 213%, primarily due to a greater level of long-term
debt throughout the period and higher borrowing rates. As a result of
acquisitions, at December 31, 1995, total long-term debt, including the Notes,
was $240 million, or 191% higher than the $82.4 million outstanding a year
prior.

The Company has accumulated $35.7 million of taxable losses. The
Company recognized $1.3 million of income tax benefit which resulted primarily
from the 1995 net loss and reversal of deferred taxes associated with the 1993
tax provision resulting from the change in tax status.

Operating cash flow for 1995 increased 108% (or $15.6 million) to
$30.0 million, from $14.4 million for 1994. The increase in operating cash
flow was a direct result of new television station acquisitions and time
brokerage operations ($9.1 million), acquisition of WPBF-TV on July 1, 1994
($1.7 million), and improved performance of existing television properties
($5.5 million).

Years Ended December 31, 1994 and 1993

Consolidated revenues for 1994 increased 93% (or $30.0 million) to
$62.1 million from $32.1 million in 1993. This increase was primarily due to
the acquisition of WPBF-TV on July 1, 1994 ($7.5 million), revenue received
under the time brokerage agreement for WTLK-TV beginning April 4, 1994 ($2.2
million) and the subsequent purchase thereof on July 13, 1994, the
consolidation of the ANG operations beginning April 14, 1994 ($8.4 million),
and improved market conditions and better sales management within the Company's
existing properties ($10.8 million). In addition, revenue increased because of
the time brokerages of WCTD-TV beginning April 1, 1994 and WFCT-TV beginning
August 1, 1994 (totalling $1.1 million).

Operating expenses for 1994 increased 66% (or $25.4 million) to $63.6
million from $38.2 million in 1993. The increase was primarily due to direct
expenses such as commissions which rise in proportion to revenue ($7.3
million), other non-direct costs of operating WPBF-TV and WTLK-TV ($4.1
million), the consolidation of ANG ($6.3 million), higher costs for the
Company's existing properties ($3.4 million), and higher depreciation and
amortization related to assets acquired ($3.0 million). In addition, operating
expenses increased because of the time brokerages of WCTD-TV and WFCT-TV and
related fees ($1.3 million).

Interest expense increased to $5.2 million from $2.1 million, an
increase of 148%, primarily due to a greater level of long-term debt throughout
the year and higher borrowing rates. As a result of acquisitions, at December
31, 1994, long-term debt was $82.4 million, or 153% higher than the $32.6
million outstanding a year prior.

The Company recognized $1.7 million of income tax benefit which
resulted primarily from the 1994 net loss and related reversal of deferred
taxes associated with the 1993 tax provision.

-37-
<PAGE> 47

Operating cash flow for 1994 increased 112% (or $7.6 million) to $14.4
million, from $6.8 million in 1993. The increase in operating cash flow was a
direct result of acquisitions, revenue growth and continued expense controls.

LIQUIDITY AND CAPITAL RESOURCES

On April 3, 1996, the Company completed the Equity Offering, resulting
in gross proceeds of $164.8 million before transaction costs. Estimated total
issuance costs (including those prepaid) of approximately $10 million resulted
in net proceeds of approximately $154.8 million. A portion of the Equity
Offering proceeds was used by the Company to repay the outstanding balances
under the Credit Facility aggregating approximately $27.7 million. The
remaining proceeds from the Equity Offering were or will be utilized to fund
the Proposed Acquisitions along with related capital requirements. The Company
may also borrow under the Credit Facility should additional funds for
acquisitions or capital expenditures be required. The completion of each of the
Proposed Acquisitions is subject to a variety of factors and to the
satisfaction of various conditions, and there can be no assurance that any of
the Proposed Acquisitions will be completed.

The Company's working capital at June 30, 1996 and December 31, 1995
was $123.2 million and $74.3 million, respectively, and the ratio of current
assets to current liabilities was 9.27:1 and 6.37:1 on such dates,
respectively. Working capital increased primarily due to the Equity Offering.

Cash provided by (used in) operations of $3.4 million and ($0.2)
million for the six months ended June 30, 1996 and 1995, respectively, reflects
the improvement in operating results of existing properties, acquisitions and
time brokerage properties net of increased interest expense and increases in
other assets. Cash used in investing activities primarily reflects the
completion of acquisitions and investments and purchases of equipment for
acquired and existing properties. Cash provided by financing activities
primarily reflects the proceeds of the Equity Offering and long-term debt
borrowings net of debt repayments. In addition, the Company has advanced
$900,000 to The Christian Network, Inc. ("CNI") during the six months ended
June 30, 1996 under a demand note bearing interest at the prime rate (currently
8.25%). At June 30, 1996, the Company had total advances to CNI outstanding of
approximately $2.1 million, which has been included in investments in
broadcast properties. Non-cash activity relates to option plan compensation,
stock issued for the WFSJ-FM acquisition, a note payable incurred with the
WOCD-TV acquisition, reciprocal trade and barter advertising revenue and
expense and accretion of discount on the Notes, as well as dividends and
accretion on the redeemable preferred stock and common stock warrants.

The Company's primary capital requirements are for the acquisition of
broadcasting properties and related capital expenditures and interest and
principal payments on indebtedness. The Notes require semi-annual interest
payments at a fixed rate. The Company presently has no outstanding borrowings
under the Credit Facility. Borrowings under the Credit Facility bear interest
at floating rates and require interest payments on varying dates depending on
the interest rate option selected by the Company. In addition to debt service,
the Company's principal cash requirements will be for capital expenditures and,
if appropriate opportunities arise, the acquisition of additional broadcasting
stations or assets. The Company estimates that, in addition to the $41.8
million of capital expenditures associated with the Proposed Acquisitions, it
will spend approximately $13.5 million for property and equipment for its
existing operations.

The Company believes that the proceeds of the Offering, cash flow from
operations, existing cash balances and available borrowings under the Credit
Facility will be sufficient to consummate the Proposed Acquisitions (including
the expected capital expenditures associated therewith) and to meet its
anticipated short term and long term working capital requirements for its
existing properties and those to be acquired upon completion of the Proposed
Acquisitions. Pro forma for the Proposed Acquisitions, the Company would have
$100 million in borrowing capacity under the Credit Facility, $10 million of
which would be outstanding. To the extent that the Company pursues future
acquisitions or requires additional working capital, the Company may be
required to obtain additional financing. There can be no assurance that the
Company will be able to obtain such financing on terms acceptable

-38-
<PAGE> 48

to it. The failure to raise funds necessary to finance the Company's future
cash requirements could adversely affect the Company's ability to pursue its
business strategy. In addition, should the Company suffer a significant
impairment to its cash flow from operations due to the occurrence of one or
more adverse events, including those set forth under "Risk Factors," its
liquidity could become insufficient on a short term basis due to diminished
borrowing capacity under the Credit Facility and on a long term basis, the
Company could have insufficient resources to repay indebtedness under the
Credit Facility or the Notes when due.

-39-
<PAGE> 49

BUSINESS

GENERAL

Paxson Communications Corporation is a diversified broadcasting
company whose principal businesses consist of the Infomall TV Network, a
nationwide network of television stations dedicated to the airing of long form
paid programming, consisting mainly of infomercials, and a major radio station
group operating primarily in Florida. In addition to the Infomall TV Network,
the Company's television operations include ownership of an ABC network
affiliated television station and the operation of a UPN/WB network affiliated
television station pursuant to a time brokerage agreement, each of which
operates in the West Palm Beach television market. The Company also owns and
operates radio networks and billboards which complement its Florida radio
broadcasting business.

SEGMENT DATA (1)

The following table sets forth certain data for each of the Company's
segments:

<TABLE>
<CAPTION>
For the Three Months Ended
---------------------------------------------------------------------------
March 31, June 30, September 30, December 31, March 31, June 30,
1995 1995 1995 1995 1996 1996
-------- ------- ------------- ------------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
SEGMENT REVENUE
Infomall TV Network . . . . . . . . . $ 3,903 $ 6,823 $ 8,330 $ 10,598 $ 12,716 $ 14,611
Paxson Radio . . . . . . . . . . . . 12,306 12,816 14,405 15,226 14,536 17,091
Paxson Network-Affiliated
Television . . . . . . . . . . . . 3,585 3,722 3,929 5,301 4,541 5,156
Corporate and Other(3) . . . . . . . 826 376 503 425 336 384
-------- -------- ------------ ------------ --------- --------
Total Segment Revenue . . . $ 20,620 $ 23,737 $ 27,167 $ 31,550 $ 32,129 $ 37,242
======== ======== ============= ============ ========= ========
SEGMENT INCOME (LOSS) FROM
OPERATIONS
Infomall TV Network . . . . . . . . $ 615 $ 1,820 $ 2,762 $ 3,607 $ 4,008 $ 4,391
Paxson Radio . . . . . . . . . . . (911) (1,089) 327 89 (202) 1,191
Paxson Network-Affiliated
Television . . . . . . . . . . . 247 230 (204) 1,368 (71) 211
Corporate and Other(3) . . . . . . (1,797) (9,861) (2,480) (3,274) (3,503) (2,407)
Total Segment Income
-------- -------- ------------- ------------ --------- --------
(Loss) from Operations . . $ (1,846) $ (8,900) $ 405 $ 1,790 $ 232 $ 3,386
======== ======== ============= ============ ========= ========
</TABLE>

<TABLE>
<CAPTION>
Pro Forma
for the
For the Twelve
Twelve Months
Months Ended Ended June
June 30, 1996 30, 1996(2)
--------------- -----------
<S> <C> <C>
SEGMENT REVENUE
Infomall TV Network . . . . . . . . . $ 46,255 $ 48,201
Paxson Radio . . . . . . . . . . . . 61,258 78,628
Paxson Network-Affiliated
Television . . . . . . . . . . . . 18,927 19,408
Corporate and Other(3) . . . . . . . 1,648 1,648
------------ ----------
Total Segment Revenue . . . $ 128,088 147,885
============ ==========

SEGMENT INCOME (LOSS) FROM OPERATIONS

Infomall TV Network . . . . . . . . $ 14,768 3,298
Paxson Radio . . . . . . . . . . . 1,405 (3,985)
Paxson Network-Affiliated
Television . . . . . . . . . . . 1,304 1,429
Corporate and Other(3) . . . . . .
(11,664) (11,664)
------------ ----------
Total Segment Income
(Loss) from Operations . . $ 5,813 $ (10,922)
============ ==========
</TABLE>

-40-
<PAGE> 50

<TABLE>
<CAPTION>
For the Twelve Pro Forma
Months Ended June for the Twelve Months
30, 1996 Ended June 30, 1996(2)
----------------- ----------------------
<S> <C> <C>
OTHER DATA
Segment Operating Profit
Infomall TV Network . . . . . . . . $ 23,032 $ 23,563
Paxson Radio . . . . . . . . . . . 14,332 17,874
Paxson Network-Affiliated
Television . . . . . . . . . . . 5,647 5,743
Corporate and Other(3) . . . . . . (7,181) (7,181)
-------------- ------------
Total EBITDA(4) . . . . . . $ 35,830 $ 39,999
============== ============
Adjusted EBITDA(5) . . . . . . . . . $ 45,924
============
</TABLE>

- ---------------

(1) Segment financial data present business operations for Paxson Radio,
Paxson Network-Affiliated Television and the Infomall TV Network.
(2) Pro forma segment data give effect to the Proposed Acquisitions as if
such events had occurred on January 1, 1995. Prior operators' fiscal
years have been conformed to the Company's December 31, 1995 year end.
(3) Corporate and other represents corporate overhead expenses,
including management expenses which are not allocated to the
individual segments and expenses associated with non-broadcast
activities.
(4) EBITDA is defined as net income (loss) before (i) extraordinary
item and cumulative effect of a change in accounting principle
(ii) benefit (provision) for income taxes; (iii) other income
(expense), net; (iv) interest expense, net, and time brokerage
fees relating to financing of stations which the Company has an
agreement or option to acquire; (v) depreciation and amortization,
including amortization of broadcast rights; (vi) option plan
compensation; and (vii) non-recurring items including terminated
operations, less scheduled broadcast rights payments.
(5) Adjusted EBITDA is defined as EBITDA for the period, less (i) segment
operating profit for the Infomall TV Network for such period plus (ii)
four times such segment's operating profit for the most recently
completed quarter prior to the measuring date.

INFOMALL TV NETWORK

The Company introduced its Infomall TV Network in January 1995 in
order to capitalize on what the Company believes to be a rapidly growing
industry. inTV has since expanded rapidly through increasing cable carriage of
its existing stations and acquiring additional stations, and currently consists
of 28 owned, time brokered or affiliated television stations. Broadcasting and
Cable magazine recently ranked the Company as the seventh largest television
broadcaster in the United States, based on the number of television households
in each DMA in which a broadcaster owns a station (i.e., excluding stations
operated pursuant to time brokerage agreements or affiliated stations) and
counting only 50% of the households in those DMAs which a broadcaster serves
via a UHF frequency. Upon completion of the Proposed inTV Acquisitions and
pending affiliation agreements, the Infomall TV Network will consist of a total
of 39 television stations operating in 35 television markets, including 21 of
the 30 largest television markets in the United States.

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<PAGE> 51

aggregate 57.8% of the total cable households in its markets as of May 1996,
the Company's goal is to reach approximately 85% of the cable homes in its
markets. In general, the Company has been successful in improving its
stations' cable household coverage over time, as demonstrated by the aggregate
cable household coverage of the Original inTV Stations, which improved from
73.2% as of January 1995 to 92.9% as of June 1996. There can be no assurance
that the Company will be able to achieve its goal of reaching 85% of cable
households in its markets, or that the Company's experience in this regard with
the Original inTV Stations is or will be representative of the results of the
Infomall TV Network as a whole. The Company believes that it also reaches a
significant number of over-the-air television households that do not receive
cable television. Upon completion of the Proposed inTV Acquisitions, the
Infomall TV Network will serve DMAs currently containing approximately 47.7
million television households, of which 30.5 million households are served by
cable television. The Company continues to evaluate the acquisition of or
affiliation with additional television stations to further extend the national
reach of its Infomall TV Network.

In 1995, its initial year of operations, inTV achieved segment revenue
of $29.7 million, segment income from operations of $8.8 million and segment
operating profit of $14.3 million. Segment revenue increased from $10.7 million
during the first six months of 1995 to $27.3 million during the first six
months of 1996. Segment income from operations increased from $2.4 million
during the first six months of 1995 to $8.4 million during the first six months
of 1996. Segment operating profit increased from $5.0 million during the first
six months of 1995 to $13.8 million during the first six months of 1996.

The following table sets forth certain information with respect to the
results of operations of the Original inTV Stations. Because of the limited
operating history of the Infomall TV Network and the relatively small number of
the Company's inTV stations which are included in the table, the results shown
should not be considered to be representative of the results of the Company's
inTV operations as a whole.

PAXSON INTV
ORIGINAL INTV STATION OPERATING INFORMATION
FOUR MARKETS COMBINED
(IN THOUSANDS)

<TABLE>
<CAPTION>
inTV Cable Six months Six months
Households at ended ended Percent change
Commencement 6/30/95 6/30/96 1995 vs 1996
<S> <C> <C> <C> <C>
1,164
Average Cable Households(1) 2,726 3,195 17.2%
Average Rate(2) $40.15 $45.65 13.7%
Revenue 5,960 7,942 33.3%

Operating Cash Flow 2,777 4,364 57.1%

Margin 46.6% 54.9% 17.8%
</TABLE>

_______________
(1) Average number of cable households served during the period shown;
data for the first four months of 1995 are based on management
estimates.
(2) Average advertising rate per one-half hour per 100,000 cable
households, assuming an average of 30 half-hours of programming per
day and 363 programming days per year. Actual half-hours of
programming broadcast per day may have been different.

The Original inTV Stations listed above are the Company's only inTV
stations which commenced operations in the inTV format on or prior to January
1, 1995, and thus represent the Company's most mature inTV stations. For the
six month periods ended June 30, 1995 and June 30, 1996, respectively, the
Original inTV Stations increased the number of cable homes reached by an
average of 17.2% and increased their average revenue rate received per half
hour per 100,000 cable homes accessed by 13.7%. This growth enabled the
Original inTV

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<PAGE> 52

Stations to increase revenues by $2.0 million, or 33.3%, for the six month
period ended June 30, 1996, over the same period in the prior year. Reflecting
the largely fixed cost nature of inTV operations, operating cash flow of the
Original inTV Stations for the six month period ended June 30, 1996 increased
$1.6 million, or 57.1%, over the same period in the prior year, increasing the
operating cash flow margin from 46.6% to 54.9%.

Industry Background

During recent years, advertisers have evaluated the benefits of
television and cable advertising, with many sophisticated consumer product and
service advertisers now recognizing the effectiveness and reasonable cost of
long-form programming, or infomercials. An infomercial is an advertisement,
usually approximately one half-hour in length and often produced in an
entertainment format, that is paid for by the advertiser on the basis of
airtime, market size and in certain cases past results from airing on a
particular television station. Regardless of the presentation format, the
viewers are provided information that can be used to make informed purchasing
decisions from the comfort of their home without the pressure of a salesperson
or the inconvenience of a shopping mall.

Increasingly, advertisers are recognizing the benefits of infomercials
as a powerful marketing tool. Infomercials provide advertisers with a
cost-effective medium through which to deliver sales messages, product
introductions or demonstrations to an interested target audience. Advertisers
are recognizing that infomercials can increase a company's or product's brand
awareness and loyalty while educating potential new customers. The viewer or
potential consumer is provided information that can be used to make informed
purchasing decisions. Unlike most traditional television advertising, the
direct response nature of many infomercials affords advertisers the ability to
evaluate the effectiveness of their advertising expenditures on an immediate
basis.

The Company believes that the infomercial industry has grown rapidly
during the past several years. Historically, and to a large extent currently,
long-form informational programming occupied time slots that were less
profitable for broadcasters. Increasingly, infomercials are being placed in
more expensive and attractive time periods such as daytime, early fringe and
prime time, and the infomercial is becoming a more widely accepted form of
advertising. Infomercials have been used to promote major consumer brandnames,
such as those listed below:

<TABLE>
<S> <C> <C> <C>
Apple Computers Compaq Mastercard Procter & Gamble
Avon Products Estee Lauder Mattel Saturn
Bank of America Fidelity Investments Mercedes Benz Sears Roebuck
Bell Atlanta Ford Microsoft Sega of America
Black & Decker General Motors Motorola Toyota
Braun GTE NBC Visa
Cadillac Lexus Nissan Volvo
Coca-Cola Magnavox Philips Consumer Warner Music
Electronics
</TABLE>

The production quality of infomercial programming by major advertisers
has also brought increased credibility to the infomercial industry. In
addition, infomercials have recently been successfully utilized to promote
newly introduced network television series and full length feature movies. The
Company believes that as the benefits of infomercial programming become more
widely understood, the number of advertisers and the volume of infomercial
programming will continue to grow. In terms of demand for airtime, major
corporate advertisers who use long-form programming, or image building programs
rather than direct selling messages may ultimately surpass infomercial
programmers who rely on immediate sales to viewers via telephone response.
Currently, the funds spent on advertorials by major corporations are a
relatively small part of their overall advertising budget. The Company believes
that such advertorial expenditures will continue to increase.

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<PAGE> 53

Infomercials are one type of long-form paid programming. Other types
include religious, ethnic and political paid programming. In certain of the
Company's markets, such as Los Angeles and Miami, the demand for airtime by
foreign language ethnic programmers has steadily increased. With regard to
political long-form paid programming, Ross Perot and others have utilized this
method of reaching voters. In general, religious, ethnic and political paid
programs have produced revenues for particular time periods (e.g., Sundays for
religious programming and weekday mornings for certain ethnic programming)
which are higher than otherwise available from infomercial advertisers during
such time periods.

Operating Strategy

By purchasing independent television stations, entering into time
brokerage agreements, signing affiliate stations, and extending its stations'
broadcast reach on cable via "must carry" requirements, the Company has created
a television network dedicated to providing long-form, paid entertainment and
information programming. Expansion of the Infomall TV Network continues through
increased cable carriage of existing inTV stations and the purchase, operation
or affiliation with independent television stations in major United States
television markets. The DMAs to be served by the Company's inTV stations upon
completion of the Proposed inTV Acquisitions currently contain approximately
47.7 million television households of which 30.5 million households are served
by cable television.

The Company's inTV operating strategy is to maximize revenues and
operating cash flow through improved performance of its inTV stations. Shortly
after the Company acquires a television station or commences operating a
television station pursuant to a time brokerage agreement, the Company adds
such station to the Infomall TV Network and replaces substantially all of the
existing programming with inTV programming, which, unlike traditional
television programming, is paid for by the advertiser as opposed to the
broadcaster. The introduction of inTV programming allows the Company to
eliminate substantially all programming expenses and achieve significant
reductions in other operating expenses. The Company's inTV stations are
operated by an average of 15 people, compared to network and independent
stations which average over 100 and 60 people, respectively, in markets of
similar size to the Company's. To date, virtually all of the inTV stations
owned or operated by the Company have contributed rapidly to operating cash
flow, typically within two months after commencing inTV operations.

inTV programming time is sold on a local, national and network basis.
Local programming time is sold by each station's local sales force and is
offered to merchants and businesses operating within a station's local market,
including medical clinics, automobile dealers and general merchandisers.
National and network programming time is sold by national advertising placement
agencies and the Company's own in-house national and network sales force.
National and network programming times appeal to advertisers who desire to
reach viewers in targeted inTV markets and all inTV markets. Currently, the
Company maintains national sales offices in New York, Los Angeles, Chicago, and
at the Company's headquarters in West Palm Beach. Support and administration of
the Infomall TV Network is also centralized at the Company's West Palm Beach
headquarters, including most accounting and personnel functions as well as
administration of the inTV programming traffic scheduling systems.

The benefits of the Infomall TV Network are being realized as inTV
makes accessible relatively more desirable broadcast time periods (e.g.
"prime-time") which are generally unavailable to infomercial and other paid
programmers at reasonable rates on traditional television stations. The Company
believes that attractive rates and further growth of inTV's audience reach
should continue to attract a greater breadth of advertising clients. Moreover,
as infomercial scheduling information and promotional support (through radio,
television and print advertising as well as other media) become more available,
the Company believes that the viewing population will further increase.

The Company seeks to increase the percentage of time sold to local
infomercial and other long-form paid programmers. Such local advertisers and
paid programmers have the potential to be consistent, long-term clients in each
of the Company's inTV markets. Because such advertising can be complementary to
local retailing outlets and professional businesses, and may result in
increased store traffic as well as immediate sales via telephone, the

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<PAGE> 54

Company believes that the rates paid by such advertisers have the potential to
exceed those paid by national direct marketers who lack a local store presence.

When the Company commences operation of an inTV station, revenues are
derived primarily from national infomercial advertisers. Such revenues enable
new inTV stations to quickly cover operating costs. As the Company's inTV
stations mature, however, a local sales staff is developed, generally
consisting of two sales persons and a manager. The Company's experience with
its more mature inTV stations is that local sales can be increased to generate
significant revenue. The Company seeks to have local advertising revenue
represent 45% of total station revenues and is approaching this goal in several
of its markets. Increased local advertising revenues generally result in
greater absorption of the Company's inventory of programming time, increasing
the overall demand for air time and thereby enabling the Company to achieve
higher average advertising rates and to increase its revenues.

Expansion Strategy

The Company assembled its Infomall TV Network through the conversion
of independent television stations to inTV stations. In most cases, those
stations were non-network-affiliated stations with marginal operating results.
Certain stations are licensed to communities outside the center of major
television markets, but within such markets' DMA, and by virtue of the FCC's
"must carry" rules, are therefore generally entitled to carriage on cable
systems within such DMA, provided the broadcaster's television signal can be
delivered to the cable system operator's head end at a specified strength. The
Company's inTV stations subsequently extend their reach to a substantial
percentage of such DMA's cable households through the exercise of federal "must
carry" rights. See "Business -- Federal Regulation of Broadcasting -- "Must
Carry"/Retransmission Consent."

In order to increase cable household penetration by its existing and
proposed stations, the Company currently employs and continues to study the
employment of various distribution-enhancing technologies. Such technologies
include signal transmission through fiber optic lines either alone or along
with microwave transmission, as well as low power television ("LPTV") broadcast
signal transmission and television signal compression and satellite technology.
The Company envisions that implementation of one or more of these technologies
could significantly increase the households reached in several of its largest
inTV markets, including New York, Los Angeles, San Francisco, Boston,
Washington, D.C., and St. Louis.

The Company may also selectively consider joint venture or other
relationships with established members of the infomercial and electronic
retailing industries with whom the Company can further exploit both its
infomercial distribution system and its knowledge of the infomercial and
telemarketing industries generally to identify products and services which are
suited to exploiting advantages of long-form advertising, develop marketing
strategies and infomercials for such products and services, including the
airing of infomercials for such products and services on the Infomall TV
Network, and participate in the revenues and profits from sales of such
products and services.

The Company has recently launched its Infomall Netsite at
WWW.PAXSON.COM. The Company's presence on the World Wide Web through the
Infomall Netsite will provide both the Company and Infomall TV Network
advertisers with a complimentary outlet to provide additional product or
service information to a growing audience to augment their inTV infomercial
sales. It is envisioned that infomercials aired on the Company's Infomall TV
Network stations will promote and guide viewers and customers to the Infomall
Netsite. Information with regard to the Infomall Netsite will be provided on
inTV infomercials.

Infomall Properties

The stations included in the Company's Infomall TV Network are either
(i) owned by the Company, (ii) operated by the Company pursuant to time
brokerage agreements entered into with the FCC licensee, or (iii) owned by
independent television station operators that enter into affiliation agreements
with the Company. Upon completion of the Proposed inTV Acquisitions and pending
affiliation agreements, the Company will own or operate 34 inTV

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<PAGE> 55

stations and have affiliation agreements with five independently owned and
operated stations that are or will be dedicated to inTV.

INFOMALL TV NETWORK

The following table lists those inTV properties that the Company owns,
operates or is affiliated with, and those properties which the Company has
agreements to acquire or operate, as identified under "Proposed inTV Stations"
below. (Television and cable households in thousands.)

Actual or Current
Anticipated inTV Cable inTV Total
National Commence- Carriage of Cable Market Current Total
TV Market ment of Commence- Carriage (3) Cable inTV Cable Market TV
Rank Station Operations ment(2) Households Carriage (3) Households
--------- ------- ----------- ----------- ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Market(1)
Owned or Operated
New York, NY . . . . . 1 WHAI-TV 3/96 626 783 4,529 17.3% 6,695
Los Angeles, CA . . . . 2 KZKI-TV 5/95 1,453 2,183 2,997 72.8 4,918
Philadelphia, PA . . . 4 WTGI-TV 2/95 1,225 1,489 1,961 76.0 2,646
San Francisco, CA . . . 5 KLXV-TV 6/95 650 861 1,578 54.6 2,257
Boston, MA . . . . . . 6 WGOT-TV 5/95 604 846 1,625 52.1 2,122
Washington, DC . . . . 7 WYVN-TV 9/96 0 0 1,238 0.0 1,884
Atlanta, GA . . . . . . 10 WTLK-TV 4/94 300 944 1,015 93.0 1,584
Atlanta, GA* . . . . . 10 WNGM-TV 4/96 182 183 1,015 18.0 1,584
Houston, TX . . . . . . 11 KTFH-TV 3/95 647 793 867 91.5 1,574
Cleveland, OH* . . . . 13 WOAC-TV 10/95 332 336 966 34.8 1,452
Cleveland, OH . . . . . 13 WAKC-TV 3/96 560 560 966 58.0 1,452
Tampa, FL* . . . . . . 15 WFCT-TV(5) 8/94 0 864 976 88.5 1,395
Miami, FL* . . . . . . 16 WCTD-TV 4/94 396 883 922 95.8 1,341
Phoenix, AZ . . . . . . 17 KWBF-TV 3/96 23 26 661 3.9 1,170
Denver, CO . . . . . . 18 KUBD-TV 8/95 430 426 699 60.9 1,160
St. Louis, MO . . . . . 20 WCEE-TV 1/96 23 24 569 4.2 1,108
Orlando, FL* . . . . . 22 WIRB-TV(5) 12/94 468 687 741 92.7 998
Hartford, CT* . . . . . 26 WTWS-TV(6) 3/95 661 721 770 93.6 911
Milwaukee, WI* . . . . 29 WHKE-TV 7/96 257 276 438 63.0 783
Raleigh, NC* . . . . . 32 WRMY-TV(7) 6/96 0 29 481 6.0 792
Greensboro, NC . . . . 48 WAAP-TV 7/96 323 323 345 93.7 553
Albany, NY . . . . . . 52 WOCD-TV 5/96 251 251 357 70.5 507
Dayton, OH . . . . . . 53 WTJC-TV 10/95 298 315 341 92.3 501
San Juan, PR* . . . . . NR WSJN-TV(8) 2/96 285 285 298 95.6 1,064
----------- ----------- ---------- ----------
Total Owned or
Operated(9) . . . . . 9,993 14,088 24,373 57.8% 37,414
----------- ----------- ---------- ----------

Affiliates
Sacramento, CA . . . . 21 KCMY-TV 7/95 624 644 688 93.7% 1,101
Indianapolis, IN . . . 24 WIIB-TV 1/96 401 417 580 71.9 925
Norfolk, VA . . . . . . 40 WJCB-TV 8/95 343 362 446 81.2 619
Fresno, CA . . . . . . 57 KGMC-TV 1/96 179 164 256 64.1 482
----------- ----------- ---------- ----------

Total Affiliates . . 1,546 1,587 1,969 80.6% 3,127
----------- ----------- ---------- ----------

Total Owned, Operated
and Affiliates(9) . . 11,540 15,675 26,343 59.5% 40,541
=========== =========== ========== ==========

Proposed inTV Stations
Philadelphia, PA . . . 4 WTVE-TV(10) 10/96 1,961 2,646
Dallas, TX . . . . . . 8 Channel 68(4) 12/96 924 1,822
Minneapolis, MN . . . . 14 KXLI-TV 10/96 702 1,412
</TABLE>

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<PAGE> 56

<TABLE>
<S> <C> <C> <C> <C> <C>
Phoenix, AZ . . . . . . 17 KAJW-TV(4) 1/97 661 1,170
Salt Lake City, UT* . . 37 KZAR-TV(4)(10) 12/96 359 656
Grand Rapids, MI . . . 38 WJUE-TV(4)(11) 10/96 390 637
Oklahoma City, OK . . . 43 KMNZ-TV(4) 2/97 353 585
West Palm Beach, FL . . 45 WHBI-TV(4)(12) 2/97 468 576
Providence, RI . . . . 46 WOST-TV(4)(8) 12/96 412 557
Birmingham, AL . . . . 51 WNAL-TV 9/96 338 525
Tulsa, OK . . . . . . . 59 KGLB-TV(4) 2/97 287 459
-
Total Proposed inTV
Stations(9) . . . . . 4,283 7,229
------ ------
TOTAL INTV NETWORK(9)
30,575 47,770
====== ======

</TABLE>

* Operated or to be operated pursuant to a time brokerage agreement;
except as noted, the Company has an option to acquire a 100% ownership
interest.

(1) Each station is licensed by the FCC to serve a specific
community, which is included in the listed market.
(2) Cable households reached at commencement of station's operations.
(3) Cable households reached at 5/96, and as a percentage of the
total market cable households.
(4) Station is currently under construction or not operating.
(5) No option to acquire any ownership interest.
(6) To be operated pursuant to a time brokerage agreement upon completion
of an FCC-required restructuring of the Company's investment in such
station in connection with the Company's acquisition of WHAI-TV.
(7) Option to acquire 40% ownership interest.
(8) 50% ownership interest to be acquired.
(9) Figures represent total cable and television households in each market
only and are not necessarily indicative of the number of households
reached by each station in its market; totals do not double count
markets where the Company has more than one station.
(10) Acquisition of an option to acquire a 50% ownership interest.
(11) 70% ownership interest to be acquired.
(12) Pending inTV affiliate.

PAXSON RADIO

The Company has assembled a substantial statewide radio broadcasting
group with operations in Florida's largest markets, which the Company believes
to be among the most attractive and fastest growing in the nation. Upon
completion of the Proposed Radio Acquisitions (as defined), Paxson
Communications will own and operate 38 radio stations (24 FM and 14 AM
stations), with more radio stations in Florida than any other broadcaster. The
Company believes that the addition of the Proposed Radio Acquisitions will
enable the Company to build or strengthen its radio duopolies (two FM or two AM
stations in a market ) or "super-duopolies" (more than two FM or two AM
stations in a market) in each of its seven Florida radio markets, and will
result in the Company's radio group ranking number one in combined revenue
share in three of its seven Florida markets.

The Florida radio markets in which the Company operates continue to
experience substantial concentration of station ownership among large radio
group owners. The Company believes that concentration of station ownership will
result in a more stable radio marketplace and more predictable cash flow for
owners of station groups in such markets. The Company believes that its
established position among the leading radio broadcast groups in each of its
Florida markets differentiates it from its competitors and makes the Company
attractive to regional and national advertisers.

The Company's radio expansion strategy is to acquire additional
stations to enhance its position in its current markets and to selectively
enter new markets, primarily in Florida, building upon its multiple radio
station ownership strategy in each of its markets and taking advantage of
relaxed multiple radio station ownership limitations implemented by recent
changes in federal telecommunications law. In addition to its Florida stations,
the Company also owns and operates an AM/FM combination in Cookeville,
Tennessee, and has agreed to acquire an

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<PAGE> 57

additional AM/FM combination in that market. The Company operates six radio
networks with 346 affiliated radio stations in the eastern and southeastern
United States and controls 163 billboard locations (398 faces) in the Tampa and
Orlando markets that support the Company's radio station operations and provide
advertising revenue.

In 1995, Paxson Radio operations generated segment revenue, segment
loss from operations, and segment operating profit of $54.8 million, $1.6
million and $11.4 million, respectively. Segment income (loss) from operations
increased from ($2.0) million during the first six months of 1995 to $989,000
during the first six months of 1996. Segment operating profit increased from
$4.3 million during the first six months of 1995 to $7.3 million during the
first six months of 1996.

Radio Broadcasting

The Company was one of the first radio broadcasters to capitalize on
changes in federal regulations permitting radio market duopolies, and
subsequently assembled eight duopolies, two in each of Florida's four most
populous cities, in addition to an AM/FM combination in Cookeville, Tennessee.
The Company initially pursued a strategy of entering into time brokerage
agreements with, and concurrently obtaining an option to purchase, stations in
markets in which the Company already owns a station in the same radio service
(AM or FM), and following changes in the FCC's rules regarding multiple
ownership of radio stations in September 1992, the Company was able to exercise
such purchase options. Further liberalization of the multiple station ownership
restrictions pursuant to the 1996 Act has enabled the Company to enter into
agreements to acquire additional stations in its Florida markets. Upon
completion of the Proposed Radio Acquisitions, the Company's stations will have
the leading combined audience share in the 25-54 year old demographic category
in the Miami and Orlando markets, Florida's two largest radio markets, and will
have acquired twelve radio stations in three Florida cities where the Company
had not previously had a presence. The Company will continue to consider
additional radio acquisition opportunities.

During the latter part of 1995, several changes were instituted by
management of Paxson Radio to strengthen performance, which resulted generally
in improved audience share, revenues and cash flow during 1996. These changes
included a new sales approach whereby each sales person is part of a team which
sells time on no more than two stations which are demographically compatible to
more effectively capture advertising revenue and provide better customer
service, and programming format changes based on market research.

Operating Strategy

The Company believes that its radio properties are well positioned in
attractive and growing markets, and seeks to continue to improve cash flow
growth through the integration of recent duopoly acquisitions and enhanced
station performance. The Company believes that the geographic proximity of its
FM and AM duopolies throughout Florida give it the ability to realize certain
revenue opportunities and cost efficiencies. The Company's group of Florida
stations enables an advertiser to cover an entire geographic region, while
effectively reaching targeted demographic groups. Various cross-market
promotional opportunities exist, such as the ability to provide listeners with
tickets to another market's major sporting events, concerts or local
entertainment attractions. Personnel and technical costs can be minimized by
virtue of the ability to service markets in close proximity to one another. The
stations' geographic concentration allows management to more easily and rapidly
respond to market developments.

The Company believes that its experienced management team is one of
its strongest assets. Local managers are responsible for the day-to-day
operations of their respective stations. The Company believes that the autonomy
of its station management and its incentive-based compensation enable it to
attract and retain skilled and experienced managers capable of implementing the
Company's programming research, revenue and aggressive marketing and promotion
strategy. Local managers have incentive compensation linked to the station's
operating cash flow performance.

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<PAGE> 58
Corporate management is responsible for long-range planning,
establishment of primary policies and procedures, resource allocation,
accounting and auditing, regulatory and legal compliance, license renewals and
the evaluation of potential acquisitions. Corporate management reviews sales
and sales pacing reports from each station on a daily basis. In addition,
members of senior management visit the Company's stations on a regular basis to
review performance and to assist local management with its programming, sales
and recruiting efforts, as well as to develop overall station operating and
marketing strategies.

The principal elements of the Company's operating strategy include:

Targeted Programming and Extensive Market Research. The Company
provides programming designed to appeal to targeted demographic groups, and
seeks to convert its rating shares into disproportionately large shares of each
market's advertising dollars. The Company believes that effective programming
is a key element in sustaining and improving audience shares within its
targeted demographic groups, and uses extensive ongoing research to refine each
station's programming. For example, the Company decided to operate News and
Sports formats in all four of its Florida markets following extensive research
demonstrating the popularity of each format with an upscale male audience.
Similarly, after conducting extensive programming research, last year Miami's
WZTA-FM altered its Classic Rock format to broadcast a more contemporary Active
Rock format appealing to a more focused adult 25-54 demographic. Since then,
WZTA-FM's market revenue rank has increased to 8th with a 5% share from 16th
with a 3.5% share. Its corresponding audience share in this demographic has
also increased from 2.7% to 3.6%. More recently, the Company's Jacksonville
station, WAIA- FM, changed its call letters to WPLA-FM and its format from
Classic Rock to Alternative Rock. With this change came an increase in market
revenue share to 4% from 2.5% with a corresponding increase in its share of the
25-54 audience to 4% from 2%. The Company will continue to identify and refine
programming to enhance its stations' audience and advertiser appeal.

Aggressive Marketing and Promotion. The Company believes that
effective marketing and promotion play a significant role in maximizing each
station's performance. The Company utilizes local television, newspapers,
direct mail, outbound telemarketing and billboards to promote its stations. In
the Orlando and Tampa markets, the Company's unsold billboard locations are
used to promote its stations. The Company also believes that community
involvement is particularly important in creating public awareness and its
stations participate in numerous community programs and activities.

Strict Cost Controls. Management believes that it is critical to
maintain the lowest possible cost structure compatible with its operating
strategy. Strict financial reporting standards and cost control measures are
implemented to ensure a focus on improvements in operating results throughout
Paxson Radio. Management regularly receives operating reports that track
station performance, thereby enabling better monitoring by management and
establishing greater accountability throughout the station group. In addition,
since local management incentive programs are tied to increasing operating cash
flow, local managers are focused on minimizing costs and exceeding budgeted
cash flow results.

Radio Properties

The following table sets forth certain information about the Company's
current radio stations:

<TABLE>
<CAPTION>
Market Audience Share Revenue Revenue
RADIO MARKET(1) Rank Format (persons 25-54) Share Rank
- ---------------------------------- ------ ----------------------- --------------- ------- -------
1995 1996
<S> <C> <C> <C> <C>
Miami/Ft. Lauderdale, FL 11
WLVE-FM . . . . . . . . Smooth Jazz 3.9 3.8
WZTA-FM . . . . . . . . Active Rock 2.8 4.4
WINZ-AM . . . . . . . . News 1.4 0.6
WFTL-AM . . . . . . . . Hot Talk 0.4 0.4
</TABLE>

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<PAGE> 59

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
WSHE-FM(2)(3) . . . . . Modern Adult 2.8
Contemporary
WSRF-AM(2)(3) . . . . . Block/Long-Form n/r
WIOD-AM(2) . . . . . . . Talk/Sports/Entertainm 3.9
ent
Total Market* . . . . 15.9% 20.5% 1

Tampa/St. Petersburg, FL 21
WHPT-FM . . . . . . . . Rock Adult 5.9 5.4
Contemporary
WSJT-FM . . . . . . . . Smooth Jazz 0.2 5.1
WHNZ-AM . . . . . . . . News 1.0 0.6
WZTM-AM . . . . . . . . Sports 0.2 0.4
Total Market . . . . . 11.5% 12.0% 5

Orlando, FL 39
WMGF-FM . . . . . . . . Soft Adult 7.3 7.7
Contemporary
WJRR-FM . . . . . . . . Active Rock 4.9 3.9
WWNZ-AM . . . . . . . . News 1.5 0.5
WQTM-AM . . . . . . . . Sports 0.8 1.0
WTKS-FM(2)(3) . . . . . Hot Talk 7.9
WDIZ-FM(2)(3) . . . . . Modern Adult 4.3
Contemporary
Total Market* . . . . 25.3% 27.9% 3

Jacksonville, FL 53
WROO-FM . . . . . . . . Country 7.5 5.2
WPLA-FM . . . . . . . . Rock Alternative 2.0 4.4
WFSJ-FM . . . . . . . . Smooth Jazz 4.7 3.9
WNZS-AM . . . . . . . . Sports 1.4 1.9
WZNZ-AM . . . . . . . . News 0.5 0.1
Total Market . . . . . 15.5% 17.6% 3

Pensacola, FL 125
WOWW-FM(2) . . . . . . . Rock Alternative 3.2
WTKX-FM(2) . . . . . . . Album Oriented Rock 5.6
Total Market* . . . . 8.8% 21.7% 3

Tallahassee, FL 167
WSNI-FM(2) . . . . . . . Oldies 7.4
WXSR-FM(2) . . . . . . . Active Rock 4.2
WTPS-FM(2) . . . . . . . Hot Adult Contemporary 2.1
WTNT-FM(2) . . . . . . . Country 6.3
WNLS-AM(2) . . . . . . . Sports 1.1
Total Market* . . . . 21.1% 40.3% 1

Panama City, FL 224
WPBH-FM(2) . . . . . . . Soft Adult 3.5
Contemporary
WPAP-FM(2) . . . . . . . Country 10.5
WFSY-FM(2) . . . . . . . Hot Adult Contemporary 8.8
WEBZ-FM(2) . . . . . . . Big Band 4.4
WGNE-AM(2) . . . . . . . Smooth Jazz n/r
Total Market* . . . . 27.2% 46.4% 1

Cookeville, TN n/c
WGSQ-FM . . . . . . . . Country 27.0
WPTN-AM . . . . . . . . Talk 4.1
WHUB-FM(2) . . . . . . . Adult Contemporary 14.9
WHUB-AM(2) . . . . . . . Country 4.1
Total Market* . . . . 50.1% n/a 1
</TABLE>

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* Pro forma for the Proposed Radio Acquisitions.
(1) Each station is licensed by the FCC to serve a specific community,
which is included in the listed market.

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(2) Included in Proposed Radio Acquisitions.
(3) Operated pursuant to a time brokerage agreement.
n/a Revenue not independently reported.
n/c Market not covered by Arbitron.
n/r Not rated.

Market Overviews

Miami/Ft. Lauderdale, FL. The Company owns and operates radio
stations WLVE-FM, WZTA-FM, WINZ-AM and WFTL-AM in the Miami/Ft. Lauderdale
radio market, the 11th largest radio market in the United States, and is
operating WSHE-FM and WSRF-AM under time brokerage agreements pending
consummation of the acquisition of such stations, and has agreed to acquire
WIOD-AM in this market. The Miami/Ft. Lauderdale radio market had advertising
revenue of $136.3 million in 1995, a 9.9% increase over 1994. Including the
Proposed Radio Acquisitions, the Company's Miami/ Ft. Lauderdale radio stations
have a 15.9% combined audience share in the 25-54 year old demographic category
and a 20.5% combined market revenue share, ranking first in the market on a
combined basis.

WLVE-FM is the only station in the market programmed in a Smooth Jazz
format, playing a blend of smooth contemporary jazz and selected Adult
Contemporary vocals targeting the upscale 25-54 year old male and female
audience. WZTA-FM is the market's only rock station, targeting 18-34 year olds
but also scoring well with 25-54 year old men. WSHE-FM (now operating as
WPLL-FM) switched to the Modern Adult Contemporary format on May 1 and targets
females 25-54 years old. WINZ-AM is the market's only News/Talk format and
carries sports programming with broadcast rights to the Miami Heat NBA
basketball team and the University of Miami football games. WFTL-AM is located
in Broward County and serves the market with a talk radio format and simulcasts
Miami Heat games. WIOD-AM is the premier personality talk station in South
Florida. Long-time area personality Neil Rogers leads the lineup, and typically
scores the top ratings among 25-54 year olds in his midday time slot.

Tampa/St. Petersburg, FL. The Company owns and operates radio
stations WHPT-FM, WSJT-FM, WHNZ-AM and WZTM-AM in the Tampa/St. Petersburg
radio market, the 21st largest radio market in the United States. The Tampa/St.
Petersburg radio market had advertising revenue of $77.4 million in 1995, a
9.8% increase over 1994. The Company's Tampa/St. Petersburg stations have an
11.5% combined audience share in the 25-54 year old demographic category and a
12.0% combined market revenue share.

WHPT-FM is formatted with a distinctive blend of adult rock music
targeted toward white-collar, adult listeners. WSJT-FM, which went on the air
in July 1995, is a Smooth Jazz station targeted to adults 25-54 years old.
WHPT-FM and WSJT-FM have two of the most powerful signals in Florida. WHNZ-AM
is an all news station during daytime hours, with sports talk and play-by-play
sports programming at night, including University of Florida football and
basketball games. WZTM-AM is an all sports station, specializing in sports talk
and including play-by-play coverage of Florida State football and basketball
games. In addition, WZTM-AM achieves economies by utilizing satellite
programming.

Orlando, FL. The Company owns and operates radio stations WMGF-FM,
WJRR-FM, WWNZ-AM and WQTM-AM in Orlando, the 39th largest radio market in the
United States, and has agreed to acquire stations WDIZ-FM and WTKS-FM in this
market, which it is operating pursuant to time brokerage agreements pending
consummation of such acquisitions. The Orlando radio market had advertising
revenue of $63.5 million in 1995, a 10.7% increase over 1994. Including the
Proposed Radio Acquisitions, the Company's Orlando radio stations have a 25.3%
combined audience share in the 25-54 year old demographic category and a 27.9%
combined market revenue share, ranking third in the market on a combined basis.

WMGF-FM is a Soft Adult Contemporary format appealing to 25-54 year
old females. WJRR-FM, the only Album Oriented Rock station in the market,
complements WMGF-FM by appealing primarily to the 25-54 year old

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male audience. WDIZ-FM is the only station in the Orlando market programmed in
a modern AC format. WTKS-FM is a successful personality talk station. WWNZ-AM
is the only station in the market with an all news format. WQTM-AM is the only
all sports radio station in the Orlando market, and includes play-by-play
programming and sports talk shows. Cost savings are obtained through the
utilization of satellite programming.

Jacksonville, FL. The Company owns and operates radio stations
WROO-FM, WPLA-FM, WFSJ-FM, WNZS-AM and WZNZ-AM in Jacksonville, the 53rd
largest radio market in the United States. The Jacksonville radio market had
advertising revenue of $34.7 million in 1995, an 8.4% increase over 1994. The
Company's radio stations have a 15.5% combined audience share in the 25-54 year
old demographic category and a 17.6% combined market revenue share, ranking
third in the market on a combined basis.

WROO-FM broadcasts a Young Country format that appeals to the 18-49
year old demographic category. WPLA-FM was recently reformatted as an
Alternative Rock radio station, targeted to the 18-34 year old audience.
WFSJ-FM is a Smooth Jazz station targeted to adults 24-54 years old. WNZS-AM is
the market's only all sports station, utilizing several well-known sports
personalities as anchors, and carries play-by-play sports broadcasts, including
Florida State University football and basketball games. WZNZ-AM has an all news
format consisting of satellite-delivered CNN Headline News programming.

Pensacola, FL. The Company has agreed to acquire radio stations
WOWW-FM and WTKX-FM in Pensacola, the 125th largest radio market in the United
States. The Pensacola radio market had advertising revenue of $8.8 million in
1995. These stations collectively have an 8.8% combined audience share in the
25-54 year old demographic category and had a 21.7% combined market revenue
share, ranking third in the market on a combined basis. WOWW-FM is a Modern
Rock station, targeted to adults 18-49 years old and WTKX-FM is an Album
Oriented Rock station, targeted toward men 25-54 years old.

Tallahassee, FL. The Company has agreed to acquire radio stations
WSNI-FM, WTNT-FM, WTPS-FM, WXSR-FM and WNLS-AM in Tallahassee, the 167th
largest radio market in the United States. The Tallahassee radio market had
advertising revenue of $8.8 million in 1995. These stations collectively have a
21.1% combined audience share in the 25-54 year old demographic category and
had a 40.3% combined market revenue share, ranking first in the market on a
combined basis. WTNT-FM is the leading Country station in the market,
appealing to adults 25-54 years old. WTPS-FM has recently signed on-air as a
Hot Adult Contemporary station formatted for young adults 25-54 years old.
WSNI-FM is a 60's or Oldies station, designed to appeal to adults 35-54 years
old. WXSR-FM is an Alternative Rock station, targeted to 18-34 year olds.
WNLS-AM is an all sports station and the flagship station of the Florida State
University Seminoles.

Panama City, FL. The Company has agreed to acquire radio stations
WPAP-FM, WPBH-FM, WEBZ-FM, WFSY-FM and WGNE-AM in Panama City, the 223rd
largest radio market in the United States. The Panama City radio market had
advertising revenue of $6.5 million in 1995. These stations collectively have a
27.2% combined audience share in the 25-54 year old demographic category and
had a 46.4% combined market revenue share, ranking first in the market on a
combined basis. WPAP-FM is the oldest Country station in Florida, and has
enjoyed a significant ratings lead over the rest of the market. WEBZ-FM is a
Big Band formatted station, targeted to adults 45-64 years old. WPBH-FM is a
Soft Adult Contemporary station, appealing to females 35-54 years old, WFSY-FM
is an Adult Contemporary station targeting adults 25-54 years old, and WGNE-AM
is a Smooth Jazz radio station appealing to adults 25-54 years old.

Cookeville, TN. The Company owns and operates WGSQ-FM and WPTN-AM in
the Cookeville, Tennessee radio market, serving the Upper Cumberland region
between Nashville and Knoxville (ranked the 45th and 70th largest markets,
respectively) and has agreed to acquire WHUB-FM and WHUB-AM in this market.
WGSQ-FM is a Country formatted station which has a significant lead in audience
share in the market. WHUB-FM is an Adult Contemporary station formatted to
adults 25-54 years old, and the number two rated station in the market.
WPTN-FM is programmed all talk, featuring a unique mix of local and nationally
known talk personalities. WHUB-AM

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is a Country formatted station. These stations collectively have a 50.1%
combined audience share in the 12+ year old demographic category and rank first
in the market in combined revenue share, according to Company estimates.

Radio Networks

The Company operates six radio networks, comprised of three state news
and information networks and three sports programming networks, that serve
approximately 346 affiliates. The Company believes that each of its state news
and sports networks are attractive to advertisers because they provide an
economical opportunity to advertise simultaneously on multiple stations
throughout the state or region. The Alabama Radio Network, the Florida Radio
Network and the Tennessee Radio Network produce and distribute news,
informational, business and agricultural programming of interest to affiliates
and listeners in their respective states. In addition to providing radio
programming, these networks offer affiliates printed script for news, sports
and weather information which the Company generates internally, gathers from
wire and other sources or, as is the case with the Florida Radio Network,
gathers from (and distributes to) the radio groups in each of its Florida radio
markets.

The Company also operates the sports radio networks of the University
of Florida Gators, the University of Miami Hurricanes and the Penn State
Nittany Lions. Each of these sports networks produces sports play-by-play
programming and coaches talk shows for each university's football and
basketball, and in some cases, baseball programs. The Company distributes this
programming to its affiliates state-wide, including many of its own stations in
each of its Florida radio markets.

The Company has recently completed the technical upgrade of each of
its state news networks by installing digital equipment at each of its
affiliates and broadcast studios. This advanced technology allows each network
to provide its affiliates more tailored news, sports and long form programming
in any length at any time. The digitization of the signal distributed allows
each network to deliver a high quality signal to FM radio stations in addition
to the AM radio stations which were receiving the previously distributed analog
signal. The Company believes that the investment necessary to provide a
digitized signal to its expanded affiliate base creates a significant
competitive barrier to other potential radio network programmers.

Billboard Properties

The Company currently owns 163 billboard locations, including 57
billboards with 115 faces in the Tampa market, and 106 billboard locations with
283 faces in the Orlando market. While the Company sells the use of the
billboards to a broad group of advertisers, the Company takes advantage of the
relationships it has with its radio advertisers to broaden its billboard client
base, as well as expand the Company's share of the advertiser's media purchases
within a market. In addition, as broadcasters are major users of billboard
advertising campaigns, the Company can control its own billboard promotional
expenditures through the use of its unsold billboards, as well as assure full
use of all its owned billboards. As opportunities are presented to the Company,
it will consider the acquisition of additional billboards in markets in which
it owns broadcasting properties.

PAXSON NETWORK-AFFILIATED TELEVISION

Paxson Communications owns and operates an ABC-TV affiliate, WPBF-TV,
in the West Palm Beach market. Pursuant to a time brokerage agreement, the
Company provides programming and markets commercial time for a second
television station, WTVX-TV (a combined United Paramount Network and Warner
Brothers Network affiliate), which is also in the West Palm Beach market. The
West Palm Beach television market is one of the fastest growing markets in the
country, as evidenced by its increased market ranking from 65th in 1985 to 45th
in 1995. Television advertising expenditures in the West Palm Beach market
totalled $88.2 million in 1995, an increase of 2.6%.

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The network-affiliated television broadcasting industry is currently
undergoing significant consolidation as a result of the relaxation of multiple
ownership rules in the newly enacted Telecommunications Act of 1996. Despite
being an active bidder in selective markets, the Company has not been
successful in locating traditional television stations at attractive prices to
expand its network affiliated television station group. As the Company believes
that the current consolidation will place small station group operators at a
significant disadvantage versus larger group operators, and that the Company
could benefit from redeploying its investment in its network-affiliated
television operations to its core inTV and radio group businesses, it is
considering the sale or exchange for other broadcast assets of its network-
affiliated television operations and has engaged an investment banking firm to
advise it with respect to such a sale or exchange and assist it in locating
potential purchasers. There can be no assurance that any offers will be
received or be acceptable to the Company.

Operating Strategy

The Company's television operating strategy is similar to its radio
operating strategy as the Company seeks to capitalize on the revenue enhancing
and cost saving opportunities from operating two television stations in one
market from a single studio facility.

WPBF-TV (channel 25) is the ABC-TV affiliate in the West Palm Beach,
Florida market. The station achieved a nine share of household audience in the
most recent Nielsen ratings survey, tied for third place in the market. WTVX-TV
achieved a three share of household audience in the most recent Nielsen
ratings, ranking fifth in the market. WPBF airs local news programming and a
variety of syndicated shows in addition to the ABC lineup. WTVX carries
syndicated programming and is a leading provider of children's programming in
its market. Both stations carry Southeastern Conference and Atlantic Coast
Conference college football games, featuring among other teams the University
of Florida Gators and the Florida State University Seminoles.

ADVERTISING

Virtually all the Company's broadcasting revenue is derived from
local, regional and national advertising. Advertising rates charged by radio
and network television stations are based on a station's ability to attract
audiences in the demographic groups that advertisers wish to reach, and the
number of stations competing in the market area. A station's audience is
reflected in rating surveys of the number of listeners tuned to the station and
the time spent listening. The Company believes that its regional presence in
Florida's most populous markets and its targeted demographic groups in those
markets make it attractive to national, regional and local radio and television
advertisers. The Company strives to maximize radio revenue by constantly
managing the number of commercials available and all broadcast revenue by
adjusting prices based upon demand by advertisers to reach the Company's
stations' target demographic groups. In addition to the sales of advertising
time for cash, stations typically exchange advertising time for goods or
services that can be used by the station in its business operations, including
radio, television and billboard advertising and such items as travel and
entertainment services. The Company generally limits the use of such trade
transactions to promotional items or services for which the Company would
otherwise have paid cash. In addition, it is the Company's general policy not
to preempt advertising spots paid for in cash with advertising spots paid for
in trade.

inTV advertising rates are primarily based on the number of cable
households reached, the effectiveness of infomercials, the nature of the
advertiser, the nature of the advertisement (local, national or network), and
ultimately the demand for available infomercial time. The Company attempts to
maximize revenue by increasing the number of cable homes reached, thereby
providing advertisers with increased viewership. The Company seeks to increase
its local advertising sales in order to absorb its inventory of programming
time and thereby increase the overall

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demand for air time, enabling the Company to achieve higher average advertising
rates. The Company increases the number of cable households reached both by
increasing the reach of each of its stations through the exercise of "must
carry" rights and by acquiring broadcast stations in additional markets. In
addition, most advertisers can measure the success of an infomercial program
almost immediately after a show is broadcast. The Company believes the success
of infomercials with viewers continues to drive advertisers to use
infomercials. As such, the demand for infomercials continues to increase.

COMPETITION

The Company's radio and television stations compete with the other
radio and television broadcasting stations in their respective market areas, as
well as with other advertising media, including newspapers, television,
magazines, outdoor advertising, transit advertising and direct mail marketing.
Competition within the radio and television broadcasting industries occurs
primarily in individual market areas, so a station in one market does not
generally compete with stations in other market areas. In each of its markets,
the Company's radio and television stations face competition from other
stations with substantial financial resources, including, in certain instances,
stations whose programming is directed to the same demographic groups. In
addition to management experience, factors that are material to competitive
positions include a station's rank in its market, authorized power, assigned
frequency or station (as applicable), audience characteristics, local program
acceptance and the programming characteristics of other stations in the market
area. The Company attempts to improve its radio station's competitive position
with extensive research and promotional campaigns aimed at the demographic
groups targeted by its stations, and through sales efforts designed to attract
advertisers, including those who have done little or no radio advertising, by
emphasizing the effectiveness of radio advertising in increasing the
advertisers' revenue. Recent changes in the FCC's policies and rules permit
increased joint ownership and joint operation of local radio stations.
Broadcasters with multiple stations in a local market, such as the Company,
which take advantage of these joint arrangements may in certain instances have
lower operating costs and may be able to offer advertisers more attractive
rates and services, and to employ counter programming in order to maximize
combined audience and market revenue shares. The Company attempts to improve
its television stations' competitive positions with local tie-in promotions and
strong local news segments. Although the Company believes that each of the
Company's radio and television stations can compete effectively in its market,
there can be no assurance that any of the Company's radio or television
stations will be able to maintain or increase its current audience rating or
advertising revenue market share.

Although the radio and television broadcasting industries are highly
competitive, some barriers to entry exist. The operation of a radio or
television broadcasting station requires a license from the FCC, and the number
of radio and television stations that can operate in a given market is limited
by the availability of the FM and AM radio frequencies or stations (as
applicable) that the FCC will license in that market. The radio and television
broadcasting industries historically have grown in terms of total revenue,
despite the introduction of new technologies for the delivery of entertainment
and information, such as cable, audio tapes and compact discs. The Company
believes that radio's portability makes it less vulnerable than other media to
competition from new methods of distribution or other technological advances.
There can be no assurance, however, that the involvement or introduction in the
future of any new media technology will not have an adverse effect on the radio
or television broadcasting industries.

The Company's development of inTV and creation of a national long-form
paid programming distribution system is a relatively new concept, and there can
be no assurance of its success. The concept is subject to competition from
several sources. The Company's inTV stations face significant competition from
established broadcasting stations and cable television. Various television
networks carry blocks of infomercials and local cable operators also sell
blocks of time to long-form advertisers. To the extent that the Infomall TV
Network is successful, it is likely that the Company will face competition from
new market entrants, some of which could have significantly greater financial
resources than the Company. In addition, the Company could encounter
competition as a result of technological developments. The Company believes,
however, that it can compete on a favorable basis because it

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contains the only group of television stations in the United States that
currently offers infomercial advertisers both significant national and regional
distribution capabilities and inventory availability during popular morning,
daytime and prime time hours.

TIME BROKERAGE AGREEMENTS AND OTHER INTERESTS IN BROADCAST STATIONS

The Company has made certain investments in broadcast properties with
third parties consisting of time brokerage agreements and joint sales
agreements, as well as the co-ownership of certain television stations. These
investments in broadcast properties permit the Company to have a presence in
additional markets and to enjoy many, but not all, of the benefits of ownership
while at the same time remaining in compliance with FCC regulations.

Time Brokerage Agreements. The Company has entered into time
brokerage agreements with third parties pursuant to which the Company enjoys
many, but not all, of the benefits of operating a radio or television station
while not owning such station. The Company may in the future enter into other
time brokerage agreements to operate stations prior to their acquisition or to
enable the Company to operate additional television stations that it might not
be able to own itself under current FCC multiple station ownership
restrictions. The Company is currently operating radio stations WSHE-FM,
WSRF-AM, WDIZ-FM and WTKS-FM pursuant to time brokerage agreements pending
consummation of the Company's acquisition of such stations, and is currently
operating television station WSJN-TV pursuant to a time brokerage agreement
pending the consummation of the Company's acquisition of a 50% interest in such
station. In addition, in connection with the Company's acquisition of WHAI-TV,
the Company was required by the FCC to restructure its investment in WTWS-TV
within six months of its acquisition of WHAI-TV, in order to divest itself of
an attributable interest, for FCC multiple station ownership purposes, in
WTWS-TV. The Company intends that, upon the consummation of such restructured
investment, WTWS-TV will be owned by Roberts Broadcasting Company of Hartford,
LLC, a limited liability corporation owned by Steven Roberts and Michael
Roberts (each of the entities owned or controlled by Steven Roberts and Michael
Roberts jointly and with which the Company has an agreement is referred to
herein as "Roberts Broadcasting"), and the Company will operate WTWS-TV
pursuant to a time brokerage agreement with an option to acquire the station.

The Company currently operates each of WTVX-TV, WOAC-TV, WNGM-TV,
WCTD-TV, WFCT-TV, WHKE-TV, WIRB-TV and WRMY-TV under time brokerage
agreements. Three of such stations (WTVX-TV, WOAC-TV and WNGM-TV) are operated
pursuant to time brokerage agreements with entities owned or controlled by
Eddie Whitehead (collectively, "Whitehead Media"), four (WCTD-TV, WFCT-TV,
WHKE-TV and WIRB-TV) are operated pursuant to time brokerage agreements with
subsidiaries of CNI and one (WRMY-TV) is operated pursuant to a time brokerage
agreement with Roberts Broadcasting (each of Whitehead Media, the subsidiaries
of CNI and Roberts Broadcasting which are parties to time brokerage agreements
with the Company are referred to herein as "TBA Licensees"). In addition, after
completing its investment in KZAR-TV, as described below, the Company will
operate the station pursuant to a time brokerage agreement with a Roberts
Broadcasting entity. With certain limited exceptions, the time brokerage
agreements of the Company entered into other than in anticipation of the
consummation of an acquisition involve a basic transaction structure. The
Company (i) finances or arranges (and typically guarantees) third party
financing for the acquisition by the TBA Licensee of some or all of the assets
of the brokered stations and secures such financing by encumbering such assets
including, to the extent permitted under FCC rules and regulations, the FCC
license and all of the capital stock of the acquiring company; and (ii) enters
into a time brokerage agreement with such TBA Licensee which allows the Company
to operate the brokered station, in accordance with FCC guidelines. In general,
payments made to the TBA Licensee under the time brokerage agreement are
established, and renegotiated from time to time, based upon increases in
expenses for which the TBA Licensee must, in accordance with FCC regulations,
remain primarily liable, including servicing the indebtedness owed by such TBA
Licensee to the Company or to third parties. In certain circumstances, the
Company may acquire certain tangible assets useful in the construction or
operation of the brokered station and lease such assets to the brokered
station. In addition, unless prohibited by FCC rules and regulations, the TBA
Licensee also grants to the Company an option to purchase the station for an
amount payable in cash together with the forgiveness of all outstanding
indebtedness. The Company has options to purchase five (WTVX-TV, WOAC-TV,

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WNGM-TV, WCTD-TV and WHKE-TV) of the eight stations which the Company operates
pursuant to time brokerage agreements with TBA Licensees and options to
purchase partial ownership in one of such stations (WRMY-TV), and will have an
option to purchase a partial ownership interest in KZAR-TV upon completion of
the transaction described below. The Company has no ownership interest in
Whitehead Media, CNI or Roberts Broadcasting.

Other Investments in Television Properties. The Company is currently
operating WSJN-TV pursuant to a time brokerage agreement pending its
acquisition of a 50% interest in S&E Network, Inc. for approximately
$4,000,000. S&E Network, Inc., a Puerto Rican corporation, is the licensee of
the station and is currently 100% owned by Housing Development Associates, S.A.
("HDA"). The Company's investment in WSJN-TV will be consummated upon the
receipt of regulatory approvals and thereafter the Company will control
substantially all of the programming time and other operations of the station
pursuant to a management agreement with HDA.

The Company is currently operating station WRMY-TV pursuant to a time
brokerage agreement and has also agreed to lend to Roberts Broadcasting Company
of Raleigh-Durham, L.P., a limited partnership which is the licensee of the
station and of which Roberts Broadcasting is the sole general partner, up to
$4,000,000 to relocate and upgrade the station's transmitter facilities. The
Company has an option to convert a portion of its investment in WRMY-TV into a
40% limited partnership interest, with Roberts Broadcasting holding the
remaining 60% partnership interest. The limited partnership agreement that
governs the Company's partnership interest in WRMY-TV provides the Company the
right to approve substantially all of the programming to be aired on the
station and to participate in certain fundamental decisions concerning the
operation and management of the station, including, for example, the approval
of station budgets.

The Company has agreed to acquire for $325,000 an option to acquire a
50% interest in the Roberts Broadcasting entity which will be the licensee of
KZAR-TV, to loan the station up to $3.7 million to relocate and upgrade its
transmitter facilities and to operate the station pursuant to a time brokerage
agreement. Similarly, the Company has agreed to acquire for $1,000,000 a 50%
interest in Offshore Television Company, L.L.C., a Delaware limited liability
company which will be the licensee of WOST-TV and of which Offshore
Broadcasting Corporation will be the sole other member, and to loan the station
up to $2,500,000 to relocate and upgrade its transmitter facilities. The
business of WOST-TV will be managed under the terms of an "operating agreement"
between the Company and, respectively, Roberts Broadcasting and Offshore
Broadcasting Corporation which the Company expects will provide it and the
other member of such limited liability company the right to approve programming
and other decisions concerning the operation of the station.

The loan and security documents governing the terms and conditions of
the loans extended by the Company to each of WRMY-TV, KZAR-TV and WOST-TV
contain customary negative and affirmative covenants made for the benefit of
the Company as a lender to such stations, including limitations on the
incurrence of indebtedness, restrictions on liens, prohibitions on sales of
assets and the Company's prior approval of significant contracts and
agreements.

The Company has also extended financing to Cocola Media Corporation of
Florida ("Cocola"), which has in turn financed the construction by WPB
Communications, Inc. of television station WHBI-TV, which is licensed to
Hispanic Broadcasting, Inc. WPB Communications, Inc. is the holder of an option
to acquire WHBI-TV from Hispanic Broadcasting, Inc. after the station commences
broadcast operations. After the consummation of the acquisition by WPB
Communications, Inc., Cocola has an option to acquire the station and, pending
the consummation of such option acquisition, the right to operate WHBI-TV
pursuant to a time brokerage agreement. The Company expects to enter an
affiliation agreement with Cocola after Cocola acquires WHBI-TV, pursuant to
which WHBI-TV would air inTV programming. The Company does not have any
ownership interest in Cocola, WPB Communications, Inc. or Hispanic
Broadcasting, Inc.

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FEDERAL REGULATION OF BROADCASTING

The FCC regulates radio and television broadcast stations pursuant to
the Communications Act. The Communications Act permits the operation of radio
and television broadcast stations only in accordance with a license issued by
the FCC upon a finding that the grant of such license would serve the public
interest, convenience and necessity. The Communications Act provides for the
FCC to exercise its licensing authority to provide a fair, efficient and
equitable distribution of broadcast service throughout the United States.

The Communications Act empowers the FCC, among other things, to
determine the frequencies, location and power of broadcast stations; to issue,
modify, renew and revoke station licenses; to approve the assignment or
transfer of control of broadcast licenses; to regulate the equipment used by
stations; to impose fees for processing applications; to adopt regulations to
implement the provisions of the Communications Act; and to impose penalties for
violations of the Communications Act or FCC regulations. The FCC may revoke
licenses for, among other things, false statements made to the FCC or willful
or repeated violations of the Communications Act or of FCC rules. Legislation
has been introduced from time to time to amend the Communications Act in
various respects and the FCC from time to time considers new regulations or
amendments to its existing regulations. On February 8, 1996, the President
signed into law the Telecommunications Act of 1996 (the "1996 Act"). The 1996
Act changed many provisions of the Communications Act and required the FCC to
change its existing rules and adopt new rules in several areas affecting
broadcasting. The Company cannot predict whether Congress will enact any
further such legislation, the extent to which the FCC will adopt new or amend
existing regulations (although the 1996 Act requires the FCC to institute rule
making proceedings to amend aspects of its broadcast rules), or what the effect
of such actions may be on the Company.

The following is a brief summary of certain provisions of the
Communications Act and the rules of the FCC. Reference should be made to the
Communications Act and the rules, orders, decisions and published policies of
the FCC for further information on FCC regulation of television and radio
broadcast stations.

License Renewal. The Communications Act provides that a broadcast
station license may be granted to an applicant if the public interest,
convenience and necessity will be served thereby, subject to certain
limitations. In making licensing determinations, the FCC considers an
applicant's legal, technical, financial and other qualifications. Broadcast
station licenses are granted for specific, limited periods, and, upon
application, are renewable for additional terms. Prior to recent amendments to
the Communications Act in the 1996 Act, the Communications Act provided for
radio broadcast station licenses to be granted for a maximum term of seven
years, and television station licenses to be granted for a maximum term of five
years. The 1996 Act extends the maximum permissible license term for both
television and radio broadcast stations to eight years. The FCC has begun a
rule making proceeding in which it has proposed to extend the term for radio
and television broadcast stations (other than experimental stations) to the
full eight year term permitted by the statute. In addition, the 1996 Act
provides that, if a broadcast station fails to transmit broadcast signals for
any period of 12 consecutive months, the station license expires automatically,
without further FCC action, at the end of that 12-month period, without regard
to the stated term of the license. The FCC has interpreted this provision as
applying to failures to transmit after the passage of the 1996 Act. The
Company's current licenses and the licenses of stations with which the Company
has time brokerage agreements expire on the following dates:

<TABLE>
<CAPTION>
Radio Stations(a) Market(b) License Expiration
-------------- ------ ------------------
<S> <C> <C>
WLVE-FM . . . . . . . . . . . . . . Miami/Ft. Lauderdale February 1, 2003
WSHE-FM . . . . . . . . . . . . . . Miami/Ft. Lauderdale February 1, 2003
WZTA-FM . . . . . . . . . . . . . . Miami/Ft. Lauderdale February 1, 2003
WSRF-AM . . . . . . . . . . . . . . Miami-Ft. Lauderdale February 1, 2003
WINZ-AM . . . . . . . . . . . . . . Miami/Ft. Lauderdale February 1, 2003
WFTL-AM . . . . . . . . . . . . . . Miami/Ft. Lauderdale February 1, 2003
WHPT-FM . . . . . . . . . . . . . . Tampa/St. Petersburg February 1, 2003
WSJT-FM . . . . . . . . . . . . . . Tampa/St. Petersburg February 1, 2003
</TABLE>

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<PAGE> 68

<TABLE>
<S> <C> <C>
WZTM-AM* . . . . . . . . . . . . . Tampa/St. Petersburg February 1, 2003
WHNZ-AM . . . . . . . . . . . . . . Tampa/St. Petersburg February 1, 2003
WJRR-FM . . . . . . . . . . . . . . Orlando February 1, 2003
WTKS-FM . . . . . . . . . . . . . . Orlando February 1, 2003
WMGF-FM . . . . . . . . . . . . . . Orlando February 1, 2003
WDIZ-FM . . . . . . . . . . . . . . Orlando February 1, 2003
WWNZ-AM* . . . . . . . . . . . . . Orlando February 1, 2003
WQTM-AM . . . . . . . . . . . . . . Orlando February 1, 2003
WPLA-FM . . . . . . . . . . . . . . Jacksonville February 1, 2003
WROO-FM . . . . . . . . . . . . . . Jacksonville February 1, 2003
WNZS-AM . . . . . . . . . . . . . . Jacksonville February 1, 2003
WFSJ-FM . . . . . . . . . . . . . . Jacksonville February 1, 2003
WZNZ-AM . . . . . . . . . . . . . . Jacksonville February 1, 2003
WPTN-AM . . . . . . . . . . . . . . Cookeville August 1, 2003
WGSQ-FM . . . . . . . . . . . . . . Cookeville August 1, 2003

Owned Television Stations Market License Expiration
------------------------- ------ ------------------
WHAI . . . . . . . . . . . . . . . New York April 1, 1999
KZKI . . . . . . . . . . . . . . . Los Angeles December 1, 1998
WTGI . . . . . . . . . . . . . . . Philadelphia August 1, 1999
KLXV . . . . . . . . . . . . . . . San Francisco December 1, 1998
WGOT . . . . . . . . . . . . . . . Boston April 1, 1999
WYVN . . . . . . . . . . . . . . . Washington, D.C. October 1, 1996
WTLK . . . . . . . . . . . . . . . Atlanta April 1, 1997
KTFH . . . . . . . . . . . . . . . Houston August 1, 1998
WAKC . . . . . . . . . . . . . . . Cleveland October 1, 1997
KUBD . . . . . . . . . . . . . . . Denver April 1, 1998
KWBF . . . . . . . . . . . . . . . Phoenix October 1, 1998
WCEE . . . . . . . . . . . . . . . St. Louis December 1, 1997
WTWS . . . . . . . . . . . . . . . Hartford/New Haven April 1, 1999
WPBF . . . . . . . . . . . . . . . West Palm Beach February 1, 1997
WAAP . . . . . . . . . . . . . . . Greensboro December 1, 1996
WOCD . . . . . . . . . . . . . . . Albany June 1, 1999
WTJC . . . . . . . . . . . . . . . Dayton October 1, 1997

Time Brokerage
Television Stations Market License Expiration
------------------- ------ ------------------
WNGM . . . . . . . . . . . . . . . Atlanta April 1, 1997
WOAC . . . . . . . . . . . . . . . Cleveland October 1, 1997
WFCT . . . . . . . . . . . . . . . Tampa/St. Petersburg February 1, 1997
WCTD . . . . . . . . . . . . . . . Miami/Ft. Lauderdale February 1, 1997
WIRB . . . . . . . . . . . . . . . Orlando February 1, 1997
WHKE . . . . . . . . . . . . . . . Milwaukee December 1, 1997
WRMY . . . . . . . . . . . . . . . Raleigh December 1, 1996
WTVX . . . . . . . . . . . . . . . West Palm Beach February 1, 1997
WSJN . . . . . . . . . . . . . . . San Juan February 1, 1997
</TABLE>

- ----------------
* License renewal pending.
(a) The formal call sign assigned by the FCC does not include the "-AM"
suffix and does not necessarily include the "-FM" suffixes.
(b) Each station is licensed by the FCC to serve a specific community
which is included in the listed market.

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<PAGE> 69

Generally, the FCC renews licenses without a hearing. The
Communications Act authorizes the filing of petitions to deny against license
renewal applications during specified periods after the renewal applications
have been filed. Interested parties, including members of the public, may file
petitions to deny as a means to raise issues concerning the renewal applicant's
qualifications. The 1996 Act removed the opportunity for the filing of
competing applications against an incumbent licensee at renewal time. Instead,
the FCC will renew a broadcast license if, during the previous license term,
the incumbent licensee has met three requirements: (1) the station has served
the public interest, convenience and necessity; (2) the licensee has not
seriously violated the Communications Act or the FCC's rules; and (3) there
have been no other violations, which, taken together, would constitute a
pattern of abuse. If an applicant for renewal fails to satisfy this tripartite
standard, the FCC nevertheless may renew the license on appropriate terms and
conditions, including renewal for less than a full license term. The FCC may
not consider applications for the channel by other parties until it first has
decided to deny any form of renewal to the incumbent licensee. Before denying
renewal to an incumbent licensee, the FCC first must allow the licensee a
hearing on the licensee's alleged failure to satisfy the statutory standard.
The Communications Act, as amended, now prohibits the FCC from considering
whether another licensee would be preferable until it first has determined that
the incumbent does not qualify for renewal.

In recent years, there have been a number of petitions to deny filed
with respect to broadcast license renewal applications, but in the vast
majority of cases the FCC has renewed incumbent operators' station licenses.

Ownership Matters. The Communications Act requires the prior approval
of the FCC for the assignment of a broadcast license or the transfer of control
of a corporation or other entity holding a license. In determining whether to
approve an assignment of a radio or television broadcast license or the
transfer of control of a corporation or other entity holding a broadcast
license, the FCC considers, among other things, the financial and legal
qualifications of the prospective assignee or transferee, including compliance
with FCC restrictions on alien ownership and control, compliance with rules
limiting the common ownership of certain "attributable" interests in broadcast,
cable and newspaper properties, and the character qualifications of the
transferee or assignee and the individuals or entities holding attributable
interests in them.

The FCC generally applies its ownership limits to attributable
interests held by an individual, corporation, partnership, or other association
or entity. In the case of corporations holding broadcast licenses, the
interests of officers, directors, and those who, directly or indirectly, have
the right to vote five percent or more of the corporation's stock are generally
attributable, as are the interests of an officer or director of a corporate
parent of a broadcast licensee. The FCC treats all partnership interests as
attributable, except for those limited partnership interests that are insulated
under FCC policies. For certain regulated investment companies, insurance
companies and banks holding stock through their trust departments in trust
accounts, such interests become attributable with the direct or indirect
ownership of ten percent or more of the stock of the corporation holding
broadcast licenses. The FCC's rules specify exceptions to the general
principles for attribution. For example, in a corporation with a single
majority shareholder, such as the Company, no other shareholder is deemed to
hold an attributable interest.

The 1996 Act substantially relaxed and restructured ownership rules
applicable to broadcast entities by removing restrictions on the number of
television stations a single entity may own or control nationwide and
increasing the nationwide audience reach ceiling for television ownership.
Under the new rules, an entity will be able to hold an attributable interest in
television stations reaching up to 35% of the United States television
households. The 1996 Act also removed entirely the nationwide limits on the
number of radio broadcast stations in which a single entity may hold an
attributable interest. In addition, the 1996 Act mandated that the FCC change
its local radio ownership rules to increase the number of radio stations a
single entity may own in a single market.

The FCC also limits the number of co-located television broadcast
stations in which a single entity may own an attributable interest. Generally,
no single entity may hold an attributable interest in television stations with
overlapping Grade B service contours. The Grade B contour is a predicted signal
strength contour that generally approximates the area within which a viewer can
receive off-the-air a signal adequate for normal viewing. The 1996

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<PAGE> 70

Act directs the FCC to conduct a rule making proceeding to determine whether
these rules should be retained or modified.

The local ownership restrictions for radio broadcast stations vary
based on market size:

In a market with fourteen or fewer commercial radio stations,
a single entity may own as many as five stations and three
same-service stations (that is, AM or FM), except that a single entity
may not own, operate or control more than 50% of the stations in the
market;

In a market with between fifteen and twenty-nine commercial
radio stations, a single entity may own or control six stations and
four stations in the same service;

In a market with thirty to forty-four commercial radio
stations, a single entity may own or control a total of seven stations
and four same-service stations; and

In a market of forty-five or more commercial radio stations, a
single entity may own or control a total of eight stations with up to
five same-service stations.

Under local radio ownership rules, an entity with an attributable
interest in one radio station also is considered to have an attributable
interest in any other radio station in the same market for which the first
radio station provides the programming for more than 15% of the broadcast time,
on a weekly basis. As a result, such programming arrangements may not be
entered into by radio station combinations that could not be commonly owned
under FCC rules.

The FCC's cross-ownership rules prohibit the common ownership of
attributable interests in certain combinations of media outlets serving the
same geographic area. Under these rules, a single entity may not have an
attributable interest in: (i) both a radio station and a television station
that serve specified overlapping areas; (ii) a daily newspaper and either a
radio station or a television station that serve specified overlapping areas;
or (iii) a television station and a cable television system that serve
specified overlapping areas. (The 1996 Act deleted the statutory prohibition on
a single entity owning both a television station and a cable television system
in the same market, but did not require the FCC to change its rule that imposes
this restriction.) The FCC has established a liberal waiver policy to permit
common ownership of a radio station and a television station in any of the
nation's 25 largest markets. The 1996 Act extends this liberal waiver policy to
the top 50 markets. The FCC also may grant waivers in some circumstances
involving failed stations and in other situations where more stringent waiver
standards can be met. In addition, legislative proposals have been made from
time to time to liberalize or strengthen these prohibitions. See "Proposed
Changes."

In cases involving competing media in the same market, FCC policy in
certain instances prohibits common interests and relationships under its
cross-interest policy, even if the interests involved are non-voting or other
non-attributable interests not specifically forbidden under the FCC's
cross-ownership rules, such as non-voting equity interests, joint ventures and
key employees. The FCC has initiated proceedings to inquire whether it should
change or eliminate this policy. The policy does not necessarily prohibit these
interests, but may require that the FCC consider whether these relationships
could have a significant adverse affect on programming diversity and
competition in the market. See "Proposed Changes."

In cases where one person or entity (such as Mr. Paxson in the case of
the Company) holds more than 50% of the combined voting power of the stock of a
broadcasting corporation, a minority shareholder that is not an officer or
director of the corporation generally would not acquire an attributable
interest in the corporation. Any attributable interest by any shareholder in
another broadcast station or daily newspaper in a market where such a
corporation owns or seeks to acquire a station may still be subject to review
by the FCC under its cross-interest policy, and could result in the Company's
being unable to obtain from the FCC one or more authorizations needed to
acquire other broadcast stations. Furthermore, if a majority shareholder of a
company (such as Mr. Paxson in

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<PAGE> 71

the case of the Company) were no longer to hold more than 50% of the combined
voting power of the common stock of the Company, the interests of minority
shareholders that had theretofore been considered non-attributable could become
attributable, with the result that any other media interests held by such
shareholders would be combined with the media interests of such company for
purposes of determining the shareholders' compliance with FCC ownership rules.
In the event of any noncompliance, steps required to achieve compliance could
include divestitures by either the shareholder or the affected company.
Furthermore, other media interests of shareholders having or acquiring an
attributable interest in such a company could result in the company's being
unable to obtain FCC consents for future acquisitions. Conversely, the
Company's media interests could operate to restrict other media investments by
shareholders having or acquiring an interest in the Company.

Under the Communications Act, no FCC broadcast license may be held by
a corporation of which more than one-fifth of its capital stock is owned of
record or voted by aliens or their representatives or by a foreign government
or representative thereof, or by any corporation organized under the laws of a
foreign country (collectively "Aliens"). Furthermore, the Communications Act
provides that no FCC broadcast license may be granted to any corporation
directly or indirectly controlled by any other corporation of which more than
one-fourth of its capital stock is owned of record or voted by Aliens if the
FCC should find that the public interest would be served by the refusal of such
license. Restrictions on alien ownership also apply, in modified form, to
other types of business organizations, including partnerships.

Programming and Operation. The Communications Act requires
broadcasters to serve the public interest. Since the late 1970's, the FCC
gradually has relaxed or eliminated many of the more formalized procedures it
developed to promote the broadcast of certain types of programming responsive
to the needs of a station's community of license. Nevertheless, broadcast
licensees continue to be required to present programming that responds to
community problems, needs and interests and to maintain certain records
demonstrating such responsiveness. Complaints from listeners or viewers about a
broadcast station's programming often will be considered by the FCC when it
evaluates renewal applications of a licensee, although such complaints may be
filed at any time.

Broadcast of obscene or indecent material is regulated by the FCC as
well as by state and federal law. Stations also must follow various rules
promulgated under the Communications Act that regulate, among other things,
political advertising, sponsorship identifications, the advertising of contests
and lotteries, and technical operations, including limits on human exposure to
radio frequency energy. In addition, licensees must develop and implement
affirmative action programs designed to promote equal employment opportunities,
and must submit reports to the FCC with respect to these matters on an annual
basis and in connection with a renewal application. Pursuant to the Children's
Television Act of 1990, the FCC has adopted rules limiting advertising in
children's television programming and requiring that television broadcast
stations serve the educational and informational needs of children. The
Children's Television Act specifically requires the FCC to consider compliance
with these obligations in deciding whether to renew a television broadcast
license.

Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
short term renewals or, for particularly egregious violations, the denial of a
license renewal application or the revocation of a license.

Time Brokerage Agreements. Over the past several years a significant
number of radio and television broadcast licensees, including certain of the
Company's subsidiaries, have entered into time brokerage agreements with
separately owned and licensed radio or television stations. These arrangements
are subject to compliance with the antitrust laws and with the FCC's rules and
policies requiring that the licensee of each station maintain independent
control over the programming and station operations of its own station.

Typically, a time brokerage agreement is a programming agreement
between two separately owned broadcast stations serving a common service area,
whereby the licensee of one station programs substantial parts of the broadcast
day on the other licensee's station, subject to ultimate editorial and other
controls being exercised by the

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<PAGE> 72

licensee of the brokered station. The broker then sells advertising time during
such program segments for its own account. Such arrangements are an extension
of the concept of traditional time brokerage, under which a licensee of a
station sells the right to broadcast blocks of time on its station to an entity
or entities which program the blocks of time and sell their own commercial
advertising for their own account during the time periods in question.

The FCC has determined that issues of joint advertising sales should
be left to antitrust enforcement. In addition, it has specifically exempted
time brokerage agreements from its cross-interest policy. Furthermore, the FCC
and the staff of the FCC's Mass Media Bureau have held that time brokerage
agreements do not per se constitute a transfer of control and are not contrary
to the Communications Act, provided that the licensee of the station maintains
ultimate responsibility for and control over operations of its broadcast
station (including, specifically, control over station finances, licensee
personnel and programming) and complies with applicable FCC rules and with
antitrust laws. Thus far, the FCC has not considered what relevance, if any, a
time brokerage agreement may have upon its evaluation of a licensee's
performance at renewal time.

Under certain circumstances, the FCC will consider a station brokering
time on another radio station serving the same market to have an attributable
ownership interest in the brokered station for purposes of the FCC's radio
local ownership rules. In particular, a radio broadcast station is not
permitted to enter into a time brokerage agreement giving it the right to
program more than 15% of the broadcast time, on a weekly basis, of another
local station that it could not own under the FCC's revised local radio
multiple ownership rules. Nevertheless, radio time brokerage agreements entered
into before September 16, 1992, are generally grandfathered. The FCC has no
present rules on the attribution of television time brokerage agreements as it
does with radio time brokerage agreements. The FCC has adopted an interim
policy on the grant of transfer and assignment applications that include
television time brokerage agreements and the FCC is now considering whether to
adopt rules governing television time brokerage agreements. The 1996 Act
included a provision stating that the broadcast ownership section of the 1996
Act is not to be construed to prohibit the origination, continuation or renewal
of any television time brokerage agreement that complies with FCC regulations.
See "Proposed Changes."

The FCC rules also prohibit a radio broadcast licensee from
simulcasting more than 25% of its programming on another station in the same
radio broadcast service (that is, AM-AM or FM-FM), whether it owns both
stations or operates both through a time brokerage agreement, if the brokered
and brokering stations serve substantially the same geographic area.

"Must Carry"/Retransmission Consent. Some provisions of the 1992
Cable Act and the implementing rules adopted by the FCC, such as signal and
carriage and equal employment opportunity requirements, directly affect
television broadcasting. Other provisions, although focused exclusively on the
regulation of cable television, may indirectly affect the Company because of
the competition between over-the-air television stations and cable systems.

The 1992 Cable Act contains broadcast signal carriage requirements
that allow local commercial television broadcast stations the option once every
three years to elect to require a cable system to carry the station on certain
designated cable channels subject to certain exceptions, or to negotiate for
retransmission consent to carry the station. A cable system generally is
required to devote up to one-third of its activated channel capacity for the
mandatory carriage of local commercial television stations. Local
non-commercial television stations also are given mandatory carriage rights;
however, such stations are not given the option to negotiate retransmission
consent for the carriage of their signals by cable systems. Additionally, cable
systems are required to obtain retransmission consent for all distant
commercial television stations (except for commercial satellite-delivered
independent superstations such as WTBS), commercial radio stations and certain
low power television stations carried by such systems after October 6, 1993.

On April 8, 1993, a special three-judge federal district court issued
a decision upholding the constitutional validity of the mandatory signal
carriage requirements. In June 1994, the United States Supreme Court vacated
this decision and remanded it to the district court to determine, among other
matters, whether the statutory carriage

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requirements are necessary to preserve the economic viability of the broadcast
industry. On December 12, 1995, a three-judge federal district court panel
again upheld the constitutional validity of the mandatory signal carriage
requirements, ruling that reasonable evidence supported Congress' conclusion
that "must carry" rules are necessary to preserve the economic validity of the
broadcast industry. The district court's decision has been appealed to the
Supreme Court, but the mandatory broadcast signal carriage requirements will
remain in effect pending the outcome of the further proceedings. The Company
cannot predict whether the Supreme Court will ultimately uphold or strike down
the mandatory signal carriage requirements. If a station is not carried by a
cable system in its area or is shifted to an undesirable channel on such cable
system, the station could experience a decline in viewership that could
adversely affect its revenue, particularly revenue from stations carried on a
cable system solely to comply with the "must carry" law (for example, if the
Infomall programming competes with the cable system's own, similar
non-broadcast offering).

The 1996 Act allows for local telephone exchange carriers and other
entities to provide video programming over "Open Video Systems." The FCC is
required to adopt regulations mandating must carry for commercial and
noncommercial stations and retransmission consent for these systems.

The 1996 Act modified the way in which markets for carriage will be
determined for purposes of the must-carry rules. The 1996 Act provides that,
instead of using markets previously defined by the Arbitron ratings service,
the FCC may determine a broadcast station's market by using commercial
publications that delineate television markets based on viewing patterns. This
modification will allow the FCC to use the DMAs developed by The Nielsen
Company to delineate markets. The FCC is authorized to entertain requests for
expansion or other modification of television station markets, and is now
required to resolve any market modification request within 120 days after the
request is filed. The grant of such requests by a television licensee to extend
its "must carry" rights into another ADI may fractionalize the viewing audience
of other television stations already classified as entitled to "must carry"
rights within the DMA.

The 1996 Act directed the FCC to adopt regulations to allow local
exchange telephone companies to provide video programming either as cable
operators or under the newly-established category of "Open Video Systems." If a
local exchange telephone company decides to provide video programming as a
cable operator, it will be subject to the same must-carry/retransmission
consent requirements as a cable operator. The 1996 Act also directed the FCC to
adopt rules requiring operators of Open Video Systems to be subject to
regulations regarding "must carry" for commercial and noncommercial broadcast
stations, network nonduplication, syndicated exclusivity protection and
retransmission consent options. Operators of Open Video Systems will be
required to carry identification of broadcast stations on any navigational
device, guide, or menu that they have on their System.

Equal Employment Opportunity Requirements. The 1992 Cable Act also
codified the FCC's existing equal employment opportunity ("EEO") regulations
and reporting forms used by television broadcast stations. In addition, as
required by the 1992 Cable Act, the FCC has adopted rules providing for a
review of the EEO performance of each television station at the mid-point in
its license term (in addition to an examination at renewal time) and for the
FCC to inform the licensee of any improvements in recruiting practices that may
be needed as a result of the review. The FCC recently proposed rules that would
reduce the EEO recordkeeping and filing requirements for certain categories of
broadcast stations. The FCC also has proposed to give broadcasters credit for
using the recruiting resources of a central source, such as a state broadcast
association, and has proposed to adopt guidelines for imposing forfeitures for
EEO violations.

Syndicated Exclusivity/Territorial Exclusivity. The FCC has imposed
on cable operators syndicated exclusivity rules and has expanded existing
network non-duplication rules. These syndicated exclusivity rules allow local
broadcast stations to require that cable operators black out certain syndicated
non-network programming carried on distant signals (that is, signals of
broadcast stations, including so-called super stations, which serve areas
substantially removed from the cable system's local community). The network
non-duplication rules allow local

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broadcast network affiliates to require that cable operators black out
duplicating network broadcast programming carried on more distant signals that
are not significantly viewed over the air.

Prime Time Access Rules. The FCC's prime time access rule places
programming restrictions on affiliates of major national television networks.
In the past, this rule generally restricted affiliates of networks in the 50
largest television markets (as defined by the rule) generally to no more than
three hours of network programming during the four hours of prime time.
Recently, the FCC changed its definition of network to include those entities
that deliver more than 15 hours of prime time programming (a term defined in
those rules) to affiliates reaching 75% of the nation's television homes. Under
this definition, certain national television networks are not subject to the
prime time access rule. In July 1995, the FCC issued an order repealing the
prime time access rules, subject to a one-year transition period during which
the rules will continue in effect. If the order is not modified or overturned,
the prime time access rules will terminate on August 30, 1996. The Company
cannot predict what effect the repeal of the rules may have on the operation of
its network-affiliated television stations or the market for syndicated
television programming.

V-Chip. The 1996 Act encourages the broadcast television industry to
establish a ratings system for video programming. If the industry fails to
establish such a ratings system within one year, the FCC is directed to appoint
a Committee to recommend a ratings system. The 1996 Act also requires the
inclusion of an electronic device (the "V-Chip") in new television sets, which
will enable parents to block programming that contains a certain rating.

Television and radio broadcast stations also may be subject to a
number of other federal, state and local regulation, including regulations of
the Federal Aviation Administration affecting tower height and marking, and
federal, state and local environmental and land use restrictions and general
business regulation, and a variety of local regulatory concerns.

Children's Television. Pursuant to the Children's Television Act of
1990, the FCC has adopted rules limiting advertising in children's television
programming and requiring that television broadcast stations serve the
educational and informational needs of children. The Children's Television Act
specifically requires the FCC to consider compliance with these obligations in
deciding whether to renew a television broadcast license. On August 8, 1996,
the FCC adopted new rules on the enforcement of the Children's Television Act.
Among other measures, the FCC has specified a definition of "core programming"
to be considered in assessing whether a licensee has met its obligations to
educate and inform children. In general, "core programming" must be regularly
scheduled weekly programming of at least 30 minutes in length, aired between
7:00 a.m. and 10:00 p.m., a significant purpose of which is to serve the
educational and informational needs of children. Licensees will be required to
identify "core programming" in the information provided to television guides,
at the time the programming is aired, and in reports placed in the
broadcaster's public file. Licensees who air at least three hours of
children's programming per week or the equivalent will be eligible to have
their licenses renewed by action of the FCC's staff. Licensees who do not meet
this processing standard will have their renewal applications considered by the
FCC Commissioners. The new rules regarding on-air identification, program
guides, public file, and reporting requirements become effective January 2,
1997.

Proposed Changes. The Congress and the FCC have under consideration,
and in the future may consider and adopt, new laws, regulations and policies
involving a wide variety of matters that could affect, directly or indirectly,
the operation, ownership and profitability of the Company's broadcast stations,
result in the loss of audience and advertising revenue for the Company's
broadcast stations and affect the ability of the Company to acquire additional
broadcast stations or finance such acquisitions.

--Implementation of Amendments to the Communications Act. Since the
enactment of the 1996 Act in February 1996, the FCC has begun a number of rule
making proceedings to conform its rules to the new statute, to review certain
aspects of its rules as directed by the new statute or to provide guidance and
clarification on how the FCC will apply certain provisions of the new statute.
The 1996 Act is one of the most significant changes to the

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Communications Act since its adoption in 1934. Although the focus of the 1996
Act is on telephony, the 1996 Act will result in changes to several provisions
of the law relating to broadcasters. The 1996 Act expressly requires the FCC to
change its rules in many significant respects, and additional rule making
proceedings may be required to adapt present FCC requirements to the new law.
As the 1996 Act only recently has been passed and become law and the FCC has
not yet completed all of the proceedings that the 1996 Act requires, it remains
to be seen how the FCC will interpret certain provisions of the 1996 Act.

--FCC Proceedings to Revise Broadcast Ownership Rules. The FCC has
several pending rule making proceedings to consider aspects of its ownership
rules affecting broadcasting that predate the enactment of the 1996 Act. The
passage of the 1996 Act will affect the outcome of these proceedings, and the
FCC may initiate new or further proceedings to consider some of these matters.
In January 1995, the FCC issued a further notice of proposed rule making which
proposed the following changes in regulations governing television
broadcasting: (i) modifying the reach discount as it applies to UHF stations;
(ii) narrowing the geographic area where common ownership restrictions would be
triggered by limiting it to overlapping Grade A contours rather than Grade B
contours and by permitting (or granting waivers in particular cases or markets)
certain UHF/UHF or UHF/VHF overlaps; (iii) relaxing the rules prohibiting
cross-ownership of radio and television stations in the same market to allow
certain combinations where there remain alternative outlets and suppliers to
ensure diversity; and (iv) treating television time brokerage agreements the
same as radio time brokerage agreements which would preclude certain television
time brokerage agreements presently in effect, where the programmer owns or has
an attributable interest in another television station in the same market. In
June 1995, the FCC announced an interim policy for processing television
transfer and assignment applications that include time brokerage agreements.
Pending the adoption of new rules, the FCC has stated that it will not grant
applications that propose a time brokerage arrangement if the arrangement also
includes both debt financing by the time broker and an option for the time
broker to purchase the brokered station. The FCC has stated that it will
continue to grant applications with time-brokerage arrangements if they include
only one of those elements (that is, either debt financing by the broker or an
option of the time broker to purchase). Adoption of the most restrictive
proposals in the FCC's television ownership proceeding could limit the
Company's alternatives for entering into new time brokerage agreements and
making new broadcast acquisitions and, if existing arrangements are not
grandfathered, could require the Company to modify or terminate certain of its
time brokerage agreements.

In January 1995, the FCC issued a further notice of proposed rule
making that combined several long-pending proceedings to consider changes in
its ownership rules and policies. In the proceeding, the FCC is considering,
among other things, (i) whether to make non-voting stock interests
attributable; (ii) whether to change attribution thresholds; (iii) how to treat
limited liability companies for purposes of attribution; (iv) whether to extend
the cross-interest policy to require review of multi-layered business
relationships, including debt relationships, that now are not subject to
scrutiny; and (v) whether to retain the so-called "single majority shareholder"
exception to attribution under which no minority stock interest is attributable
in a corporation with a single shareholder voting more than a fifty percent
interest; and (vi) whether to change the insulation standards for
non-attribution of limited partnership interests. Adoption of the most
restrictive alternatives available to the FCC could require that the Company,
in assessing acquisition and compliance strategies, take into account
additional interests of itself and its principals that are now exempt from FCC
ownership regulation, and potentially divest or restructure some interests.

In a second notice of proposed rule making the FCC is seeking comment
on whether the FCC should relax attribution and other rules to facilitate
greater minority and female media ownership.

The 1996 Act directs the FCC to conduct a biennial review of its
broadcast ownership rules, to determine whether the rules continue to serve the
public interest, and to repeal or modify regulations found to no longer serve
the public interest.

--FCC Inquiry on Broadcast of Commercial Matter. The FCC also has
initiated a notice of inquiry proceeding seeking comment on whether the public
interest would be served by establishing limits on the amount of commercial

-66-
<PAGE> 76

matter broadcast by television stations. No prediction can be made at this time
as to whether the FCC will propose any limits on commercial advertising at the
conclusion of its deliberation or the effect the imposition of limits on the
commercial matter broadcast by television stations would have upon the
Company's operations.

--Digital Audio Broadcasting. The FCC recently has allocated spectrum
to a new technology, digital audio broadcasting ("DAB"), to deliver
satellite-based audio programming to a national or regional audience and is
considering rules for a DAB service. DAB may provide a medium for the delivery
by satellite or terrestrial means of multiple new audio programming formats
with compact disc quality sound to local and national audiences. It is not
known at this time whether this technology also may be used in the future by
existing radio broadcast stations either on existing or alternate broadcasting
frequencies. In addition, applications by several entities currently are
pending at the FCC for authority to offer multiple channels of digital,
satellite-delivered S-Band aural services that could compete with conventional
terrestrial radio broadcasting. These satellite radio services use technology
that may permit higher sound quality than is possible with conventional AM and
FM terrestrial radio broadcasting. Thus far, the FCC has not granted the
pending requests for authorizations to offer satellite radio, nor has it
adopted rules for the proposed satellite radio service. Implementation of DAB
would provide an additional audio programming service that could compete with
the Company's radio stations for listeners, but the effect upon the Company
cannot be predicted.

--Advanced High Definition Television System. The FCC has also begun
to adopt rules for implementing advanced (high definition) television ("ATV")
also known as digital television, or DTV, in the United States. Implementation
of ATV service should improve the technical quality of television broadcasts.
In anticipation of the implementation of ATV operations, the 1996 Act directed
the FCC to adopt ATV technical standards and other rules necessary to protect
the public interest. The FCC is authorized (but not required) to establish
minimum hours of ATV operation. The 1996 Act also provides for the FCC to limit
the eligibility for ATV licenses to existing television licensees and
permittees. The FCC is directed to condition ATV licenses on recapture of
either the new ATV spectrum or television licensees' current spectrum channel,
but neither the timetable nor the subsequent use of recaptured spectrum is
specified. Ten years after it first issues ATV licenses, however, the FCC must
evaluate its regulation and public acceptance of ATV, including possible
alternative uses of and reduction in ATV spectrum.

The FCC is required to adopt rules permitting ATV licensees to offer
"ancillary or supplementary services" on newly-available ATV spectrum, so long
as such services are consistent with the FCC's ATV standards; do not derogate
required ATV services, including high definition television; and are regulated
in the same manner as similar non-ATV services. Ancillary or supplementary
services will not have must-carry rights on cable television systems. All
services using ATV spectrum must be consistent with the public interest and
renewal applicants will be required to establish that all conventional and ATV
program services are in the public interest. Failure to comply with FCC
requirements governing ancillary or supplementary ATV services will reflect
adversely on renewal qualifications.

Licensees which use ATV frequencies to provide ancillary or
supplementary services on a subscription or similar paid basis
(commercially-supported non-subscription broadcasting is excluded) will be
required to pay annual fees, based on the amount of spectrum being used and the
time it is used for ancillary and supplementary services. The fee is not to
exceed the amount which would have been received had the spectrum been
auctioned for similar uses.

The FCC has decided to set aside specific new channel allotments for
ATV service. Initial eligibility for these channels will be limited to existing
television licensees. The FCC has not yet adopted a new technical standard for
ATV, nor has it adopted a new Table of Allotments for ATV channels.

Under the FCC's current plan for phasing in ATV service, each
television station would be able to continue to provide conventional television
service on its regular channel until ATV has become the prevalent medium. In
August 1995, the FCC issued its Fourth Further Notice of Proposed Rulemaking
and Third Notice of Inquiry in its

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<PAGE> 77

ATV proceeding. The notice and inquiry requested public comment on a number of
issues in connection with the establishment of ATV television broadcasting,
including: (i) procedures and timetables for existing broadcasters to move to
ATV channels and relinquish their present spectrum; (ii) restrictions on the
use of ATV channels during the transition period; (iii) the effect of
conversion to digital transmission on a broadcaster's public interest
obligations; (iv) incentives for the rapid adoption of ATV transmission
technologies by broadcasters and by the public, and (v) the impact of ATV on
cable television carriage or retransmission consent. Fifteen years after the
start date, television broadcasters would be required to surrender their
conventional television licenses. In May 1996, the FCC issued its Fifth Further
Notice of Proposed Rulemaking in the ATV proceeding. The notice proposed to
adopt a fixed technical standard for ATV transmission.

On July 25, 1996, the FCC adopted its Sixth Further Notice of Proposed
Rule Making in its ATV proceeding. The FCC has not yet released the text of the
notice, but has announced that it will seek to provide a second channel for ATV
service for all eligible television broadcasters, to replicate broadcasters'
present service areas, and to minimize interference without preference to
either conventional or ATV service. The FCC also will propose an ATV allotment
plan using the spectrum occupied by existing channels 7-51 for ATV allotments
to permit the possible early recovery of spectrum. The FCC also has asked for
comment on alternate approaches to minimize the impact upon low power
television and television translator stations. The FCC will continue to accept
applications for modification of the facilities of existing television
stations, but will condition grants on the outcome of the allotment proceeding.
Implementation of ATV service is likely to impose additional costs on
television stations providing new service due to increased equipment costs.
While the Company believes the FCC will authorize ATV, the Company cannot
predict when such authorization might be given or the effect such authorization
might have on the Company's business.

--Other Changes that may result from matters under consideration by
the FCC or the Congress include: (i) spectrum use or other fees on FCC
licensees; (ii) the FCC's EEO rules and other matters relating to female or
minority involvement in the broadcasting industry; (iii) rules relating to
political broadcasting; (iv) technical and frequency allocation matters; (v)
changes in the FCC's cross-interest, multiple ownership and cross-ownership
rules and policies; (vi) changes in the tax deductibility of advertising
expenses; (vii) changes in standards governing violent or indecent programming,
the evaluation and regulation of television programming directed towards
children, and the presentation of television programming directed at the
informational and educational needs of children, including the quantitative
guidelines on the minimum amount of such programming to be provided; and (viii)
changes in regulation of the relationship between major television networks and
their affiliates.

The foregoing is only a brief summary of certain provisions of the
Communications Act and of specific FCC and other regulations. Reference is made
to the Communications Act, FCC regulations, and the public notices and rulings
of the FCC for further information concerning the nature and extent of federal
regulation of broadcast stations.

EMPLOYEES

As of June 30, 1996, the Company had approximately 873 full-time
employees and approximately 252 part-time employees, for a total of 1,125
employees. None of its employees is represented by a labor union. The Company
considers its relations with its employees to be good.

SEASONALITY

Seasonal revenue fluctuations are common within the radio and
television broadcasting industry and result primarily from fluctuations in
advertising expenditures by local retailers. Paxson Radio and Paxson
Network-Affiliated Television generally experience their lowest revenue for the
year in the first quarter, whereas the highest revenue for the year generally
occurs in the fourth fiscal quarter. Because of the short operating history,

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<PAGE> 78

the Company's ability to assess the effects of seasonality on inTV is limited.
It appears, however, that inTV may experience its highest revenues during the
first and fourth quarters.

PATENTS AND TRADEMARKS

The Company has 23 registered trademarks and 17 trademark
registrations pending relating to its business. It does not own any patents or
patent applications. The Company does not believe that any of its trademarks
are material to its business or operations.

PROPERTIES AND FACILITIES

The following table sets forth information with respect to the
Company's offices and the studio and broadcast tower locations of its owned
radio and television stations. Management believes that the Company's
properties are in good condition and are suitable for its operations.

<TABLE>
<CAPTION>
Lease
Radio Market(a) Property Owned/Leased Expiration
--------------- -------- ------------ ----------
<S> <C> <C> <C>
Miami, FL . . . . . . . . . . . . . . . Studio/Offices Owned
WLVE-FM Tower Leased January 2000
WZTA-FM Tower Leased April 2007
WINZ-AM Tower Owned
WFTL-AM Tower Owned

Tampa, FL . . . . . . . . . . . . . . . Studio/Offices Leased May 1998
WHNZ-AM Tower Owned
WHPT-FM Tower Owned
WNZE-AM Tower Owned
WSJT-FM Tower Owned

Orlando, FL . . . . . . . . . . . . . . Studio/Offices Leased March 2002
WJRR-FM Tower Leased April 2000
WMGF-FM Tower Leased February 2001
WWNZ-AM Tower Owned
WWZN-AM Tower Owned

Jacksonville, FL . . . . . . . . . . . Studio/Offices Leased February 1999
WROO-FM Tower Leased March 1999
WPLA-FM Tower Owned
WNZS-AM Tower Leased Perpetual
WZNZ-AM Tower Owned
WFSJ-FM Tower

Cookeville, TN . . . . . . . . . . . . Studio/Offices Leased December 1998
WGSQ-FM Tower Leased July 2007
WPTN-AM Tower Owned

Television Market(a)
--------------------

New York, NY . . . . . . . . . . . . . Studio Leased March 2001
Tower Leased March 2006
</TABLE>

-69-
<PAGE> 79

<TABLE>
<CAPTION>
Lease
Radio Market(a) Property Owned/Leased Expiration
--------------- -------- ------------ ----------
<S> <C> <C> <C>
Los Angeles, CA . . . . . . . . . . . . Studio/Offices Leased October 1998
Tower Leased June 2005
Sales Office Leased July 1998

Philadelphia, PA . . . . . . . . . . . Studio Leased September 2000
Tower Owned

San Francisco, CA . . . . . . . . . . . Studio/Offices Leased June 2005
Tower Leased June 2020

Boston, MA . . . . . . . . . . . . . . Studio/Offices Leased February 2006
Tower Leased June 2026

Washington, D.C. . . . . . . . . . . . Studio Owned
Tower Owned

Atlanta, GA . . . . . . . . . . . . . . Studio Offices Leased June 2001
Tower Leased October 2015

Houston, TX . . . . . . . . . . . . . . Studio/Offices Leased October 1998
KTFH-TV Tower Owned
K33DB Tower Leased January 1997

Cleveland, OH . . . . . . . . . . . . . Studio Owned
Tower Owned

Hartford, CT . . . . . . . . . . . . . Studio Leased October 1999
Tower Leased October 2035

West Palm Beach, FL . . . . . . . . . . Studio/Offices Leased October 1998
Tower Owned
Headquarters Owned
</TABLE>

-70-
<PAGE> 80

<TABLE>
<CAPTION>
Lease
Radio Market(a) Property Owned/Leased Expiration
--------------- -------- ------------ ----------
<S> <C> <C> <C>
Greensboro, NC . . . . . . . . . . . . Studio Owned
Tower Owned

Albany, NY . . . . . . . . . . . . . . Studio Leased May 1998
Tower Owned

Dayton, OH . . . . . . . . . . . . . . Studio Owned
Tower Owned
</TABLE>

- ---------------
(a) Market listed may differ from actual location.

LEGAL PROCEEDINGS

The Company is involved in litigation from time to time in the
ordinary course of its business. In the opinion of management, no material
legal proceedings are pending to which the Company, or any of its property, is
subject.

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<PAGE> 81

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information concerning the Company's directors and
executive officers.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Lowell W. Paxson . . . . . . . . . . . . . 61 Chairman of the Board, Chief Executive Officer and
Director
James B. Bocock . . . . . . . . . . . . . . 52 President, Chief Operating Officer and Director
Dean M. Goodman . . . . . . . . . . . . . . 49 President, inTV and Paxson Network-Affiliated Television
Jon Jay Hoker . . . . . . . . . . . . . . . 57 President, Paxson Radio
Arthur D. Tek . . . . . . . . . . . . . . . 46 Vice President, Treasurer, Chief Financial Officer and
Director
Anthony L. Morrison . . . . . . . . . . . . 35 Vice President, Secretary and General Counsel
Michael J. Marocco* . . . . . . . . . . . . 37 Director
John A. Kornreich* . . . . . . . . . . . . 50 Director
J. Patrick Michaels, Jr. . . . . . . . . . 52 Director
S. William Scott . . . . . . . . . . . . . 62 Director
Bruce L. Burnham . . . . . . . . . . . . . 62 Director
James L. Greenwald . . . . . . . . . . . . 68 Director
- ------------
</TABLE>
* Messrs. Kornreich and Marocco are expected to resign upon redemption
of the Senior Preferred Stock, which is to be effected with a portion
of the proceeds of this Offering.

Lowell W. Paxson has been Chairman of the Board, Chief Executive
Officer and a Director of the Company since its inception. Mr. Paxson was the
creator, co-founder and president of Home Shopping Network, Inc. ("HSN"), a
position he held from HSN's inception in May 1985 to December 1990. He remained
a consultant to HSN through 1994. Mr. Paxson was a pioneer in the home shopping
concept on radio beginning in 1977, which he later transferred to television
through HSN. Mr. Paxson has been involved in radio for over 40 years, during
which time he owned a majority interest in a number of radio stations. At HSN,
in which he was a major initial stockholder, he was actively involved in the
acquisition and operation of ten television stations which were later spun-off
by HSN as Silver King Communications, Inc. Mr. Paxson earned his Bachelor's
degree from Syracuse University in 1956. Mr. Paxson holds memberships in the
National Cable Television Association and the National Association of
Broadcasters.

James B. Bocock has been President and Chief Operating Officer of the
Company since July 1991 and has been a Director since January 1994. Mr. Bocock
was Vice President -- Broadcast Affiliations for HSN from September 1986 to
June 1991. While at HSN, Mr. Bocock negotiated HSN's acquisition of several
full and low power television stations. Mr. Bocock, a former radio station
owner, has been involved in broadcasting since 1962, including service as the
general manager of a number of radio stations throughout the United States.

Dean M. Goodman has been President of inTV and Paxson
Network-Affiliated Television since January 1995. Mr. Goodman joined the
Company in 1993 and prior to becoming President of Paxson Communications
Television, Inc., was the General Manager of the Company's Miami radio group.
Prior to joining the Company in 1993, Mr. Goodman was Executive Vice President
of the television and radio broadcast group of Gilmore Broadcasting Corp. Prior
to joining Gilmore Broadcasting Corp., Mr. Goodman was Vice President and
General Manager of Southwest Radio, Inc. and Community Service Broadcasters,
Inc. Since 1993, Mr. Goodman has served as chairman of the Florida Association
of Broadcasters, and has been a director of the National Association of
Broadcasting since January 1995.

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<PAGE> 82

Jon Jay Hoker has been the President of Paxson Radio since January
1995. From April 1994 to January 1995 he was President of Paxson Networks, Inc.
Mr. Hoker is a former radio group owner, having formed Hoker Broadcasting in
1985. Prior to forming his own group, Mr. Hoker was a vice president with Belo
Broadcasting from 1982 to 1985. Mr. Hoker was responsible for overall
operations of radio stations in Dallas and Denver as well as overseeing all
radio acquisitions. Mr. Hoker began his broadcast career with ABC, where he
worked from 1971 to 1981.

Arthur D. Tek has been Vice President and Chief Financial Officer of
the Company since December 1992. He has been Treasurer and a Director of the
Company since January 1994. Prior to joining the Company, Mr. Tek was Chief
Financial Officer and Controller of Chase Communications, Inc., a television
and radio broadcasting firm, from February 1990 to December 1992. Mr. Tek was
Vice President -- Finance for SunGroup, Inc., a radio station group, from
November 1986 to February 1990. Mr. Tek has been a director of the Broadcast
Cable Financial Management Association since June 1995.

Anthony L. Morrison has been Vice President, Secretary and General
Counsel since February 1995. He was an attorney in the New York office of the
law firm of O'Melveny & Myers from June 1990 to February 1995, with a practice
consisting of banking, finance, and general corporate matters. Mr. Morrison was
an attorney with the New York office of White & Case from November 1987 to June
1990.

Michael J. Marocco has served as a Director since December 1993. He
joined Sandler Capital Management in 1989 and is a general partner of Sandler
Associates and, through affiliates, a general partner of the Sandler Media
Partnerships, Sandler Mezzanine Partnerships, and the 21st Century
Communications Partnerships. The Sandler Mezzanine Partnerships hold an equity
interest in the Company. See "Principal and Selling Stockholders." He was a
Vice President at Morgan Stanley & Co. Inc., serving in its communications
group, from 1984 to 1989. Mr. Marocco is a director of YES Entertainment, Inc.

John A. Kornreich has served as a Director since December 1993. He
joined Sandler Capital Management in 1988 and is a general partner of Sandler
Associates and, through affiliates, a general partner of the Sandler Media
Partnerships, Sandler Mezzanine Partnerships, and the 21st Century
Communications Partnerships. The Sandler Mezzanine Partnerships hold an equity
interest in the Company. See "Principal and Selling Stockholders." In 1986, Mr.
Kornreich formed J.K. Media, L.P., a private investment partnership funded
primarily by communications industry executives, for which Mr. Kornreich serves
as the sole general partner.

J. Patrick Michaels, Jr. has been serving as a Director since February
1995. Mr. Michaels founded and since 1973 has been the Chairman of the Board of
Directors and Chief Executive Officer of Communications Equity Associates, Inc.
("CEA"), a firm that specializes in providing financial services to a variety
of organizations in the media, communications and entertainment industries.
During 1973, Mr. Michaels was Vice President of Cable Funding Corporation, a
specialized finance company lending to the cable television industry. From
October 1968 through December 1972, Mr. Michaels served as one of the original
employees and Vice President of TM Communications, the cable subsidiary of The
Times Mirror Company. Mr. Michaels holds equity interests in a number of media
companies, some of which may be deemed competitive with the Company. Mr.
Michaels is the Vice Chairman of the Board of Directors, Acting President and
Acting Chief Operating Officer of Video Jukebox Network, Inc.

S. William Scott has been serving as a Director since February 1995.
From 1983 to 1987, Mr. Scott was Executive Vice President, Westinghouse
Broadcasting Television Group. From 1981 through the end of 1983, Mr. Scott
served as President and Chief Operating Officer of a Westinghouse
Broadcasting/American Broadcasting Company joint venture for cable television
known as the Satellite News Channels. Currently, Mr. Scott provides consulting
services to various media companies, including the Company.

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<PAGE> 83

Bruce L. Burnham has been serving as a director since February 1996.
Mr. Burnham has been President of The Burnham Group, a retail consulting and
marketing firm, since 1993. From 1981 to 1984, Mr. Burnham was Chairman and
Chief Executive Officer of Dayton's Department Stores, headquartered in
Minneapolis, and from 1979 to 1980 was President and Chief Executive Officer of
Bonwit Teller in New York City. Mr. Burnham is currently a director of
Financial Benefit Group, Inc. and J.B. Rudolph, Inc.

James L. Greenwald has been serving as a director since April 1996.
From 1975 to 1994, Mr. Greenwald was Chairman and Chief Executive Officer of
Katz Communications, Inc., a broadcast advertising representative sales firm;
since 1994, Mr. Greenwald has been Chairman Emeritus of that firm. Mr.
Greenwald is a director of Granite Broadcasting Company and Source Media, Inc.

All officers are elected until the next annual meeting of the Board of
Directors or until their respective successors are chosen and qualified.
Directors serve for a one-year term or until their successors are elected.

EXECUTIVE COMPENSATION

The following table presents certain information concerning the
compensation received or accrued for services rendered during the fiscal years
ended December 31, 1995, 1994 and 1993 for the Company's Chief Executive
Officer and four highest paid executive officers (collectively, the "Named
Executive Officers").

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

Long-Term Compensation
-------------------------
Annual Compensation Number of
------------------------------------------------ Securities
Other Annual Underlying All Other
Year Salary(1) Bonus Compensation(2) Options Compensation
---- ---------- --------- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Name and Principal Position
Lowell W. Paxson . . . . . . . . . . . . . 1995 $ 350,000 $ -0- $ -0- -0- $ -0-
Chairman and Chief
Executive Officer(3) 1994 -0- -0- -0- -0- -0-
1993 -0- -0- -0- -0- -0-

James B. Bocock . . . . . . . . . . . . . . 1995 225,000 -0- 164,325 850,000 -0-
President and Chief
Operating Officer 1994 160,000 -0- -0- -0- -0-
1993 125,000 -0- -0- -0- -0-
Dean M. Goodman . . . . . . . . . . . . . . 1995 200,000 75,000 229,625 223,361 -0-
President -- Paxson Television 1994 183,750 207,057 -0- -0- -0-
1993 126,562 53,665 -0- -0- -0-
Jon Jay Hoker . . . . . . . . . . . . . . . 1995 200,000 50,000 182,688 150,000 -0-
President -- Paxson Radio(4) 1994 140,000 51,043 -0- -0- -0-
1993 -0- -0- -0- -0- -0-
Arthur D. Tek . . . . . . . . . . . . . . . 1995 150,000 -0- -0- 150,000 3,000(5)
Vice President, Treasurer, and 1994 112,500 -0- -0- -0- -0-
Chief Financial Officer 1993 100,000 -0- -0- -0- -0-

</TABLE>

- ---------------
(1) Includes amount Named Executive Officer elected to defer pursuant to
the Company's Profit Sharing Plan.
(2) Represents the difference between the price paid by the Named
Executive Officer upon the exercise of certain of his options granted
under the Stock Incentive Plan and the fair market such securities at
the time of.
(3) Mr. Paxson has entered into a five and one-half year employment
agreement that commenced on June 30, 1994. See "Employment
Agreements."
(4) Mr. Hoker was employed by the Company commencing in January 1994.
(5) Represents relocation allowance in excess of general allowance under
Company's relocation plan.

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<PAGE> 84

OPTION GRANTS IN 1995

The following table sets forth certain information relating to option
grants pursuant to the Stock Incentive Plan in the year ended December 31, 1995
to the individuals named in the Summary Compensation Table above.

OPTION GRANTS IN LAST FISCAL YEAR

Potential Realizable Values at
Assumed Annual Rates
Number of Shares of of Stock Price Appreciation
Common Stock % of Total Options Exercise for Option Term(2)
Underlying Options Granted to Employees Price Per Expiration ------------------------------------------
Granted(1) in Fiscal Year Share Date 0%(3) 5% 10%
------------------ --------------------- -------- --------- ---------- - ---- ---- ------------------
Name
- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lowell W. Paxson . -0- -0-% N/A N/A $ -0- $ -0- $ -0-
James B. Bocock . . 850,000 46.1% $ 3.42 2/12/2005 5,593,000 11,628,000 21,343,500
Dean M. Goodman . . 223,361 12.1% 3.42 2/12/2005 1,469,715 3,055,579 5,608,595
Jon Jay Hoker . . . 150,000 8.1% 3.42 2/12/2005 987,000 2,052,000 3,766,500
Arthur D. Tek . . . 150,000 8.1% 3.42 2/12/2005 987,000 2,052,000 3,766,500
</TABLE>

- ---------------
(1) All options granted to the named executive officers were granted
pursuant to the Stock Incentive Plan. The options were granted
pursuant to a five year vesting schedule retroactive to the
executive's date of employment. All options are for Class A Common
Stock.
(2) Potential realizable value is based on the assumed growth rates for
the option term. The actual value, if any, an executive may realize
will depend on the excess of the stock price over the exercise price
on the date the option is exercised, therefore, there is no assurance
the value realized by an executive will be at or near the amounts
reflected in this table.
(3) Denotes realizable value at the date of grant which reflected a market
value of $10.00 per share.

AGGREGATE OPTION EXERCISES IN 1995

The following table sets forth certain information with respect to the
unexercised options to purchase Class A Common Stock granted under the Stock
Incentive Plan to the individuals named in the Summary Compensation Table
above.

AGGREGATE OPTIONS EXERCISED IN 1995 AND DECEMBER 31,
1995 OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options
Shares December 31, 1995 at December 31, 1995(1)
Acquired on Value
Exercise Realized Exercisable Nonexercisable Exercisable Nonexercisable
----------- --------- ----------- -------------- ----------- --------------
Name
- ----
<S> <C> <C> <C> <C> <C> <C>
Lowell W. Paxson . . . -0- $ -0- -0- -0- $ -0- $ -0-
James B. Bocock . . . . 15,000 164,325 665,000 170,000 7,866,950 2,011,100
Dean M. Goodman . . . . 20,000 229,625 113,361 90,000 1,341,061 1,064,700
Jon Jay Hoker . . . . . 15,000 182,688 15,000 120,000 177,450 1,419,600
Arthur D. Tek . . . . . -0- -0- 90,000 60,000 1,054,700 709,800
</TABLE>

- ---------------
(1) Based on the public trading price of the Class A Common Stock of
$15.25 on December 29, 1995.

STOCK INCENTIVE PLAN

The Company established its Stock Incentive Plan (the "Stock Incentive
Plan") in November 1994 to provide incentives to officers and other employees
who contribute significantly to the strategic and long-term performance
objectives and growth of the Company. The Stock Incentive Plan is administered
by the Compensation Committee of the Company's Board of Directors, and an
aggregate of 2,143,575 shares of Class A Common Stock are available for
issuance thereunder. In May 1996, the shareholders of the Company approved the
adoption of the Company's 1996 Stock Incentive Plan (the "1996 Plan", and
collectively with the Stock Incentive Plan, the "Stock Incentive Plans"), under
which an additional 2,000,000 shares of Class A Common Stock have been made
available for issuance. The Stock Incentive Plans are substantially identical
except that the class of persons eligible to receive

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<PAGE> 85

awards under the 1996 Plan has been expanded to include all persons performing
services for the Company or any of its subsidiaries and all persons who have in
the past performed such services (whether or not such persons are officers or
employees of the Company or any such subsidiary), and all persons performing
services relating to the Company in their capacity as an employee or
independent contractor of a corporation or other entity providing services to
the Company.

The Stock Incentive Plans provide for the issuance of options, in the
form of incentive stock options or non-qualified stock options, and awards of
restricted stock to eligible persons selected by the Compensation Committee.
The exercise price per share of Class A Common Stock deliverable upon the
exercise of each stock option is determined by the Compensation Committee at
the date the stock option is granted and as provided in the terms of the Stock
Incentive Plans. Stock options are exercisable in whole or in part on such date
or dates as are determined by the Compensation Committee at the date of the
grant. The Compensation Committee may, in its sole discretion, accelerate the
time at which any stock option may be exercised. Stock options expire on the
date or dates determined by the Compensation Committee at the time the stock
options are granted. Holders of more than 10% of the combined voting power of
the capital stock of the Company may be granted stock options, provided that if
any of such options are intended to be incentive stock options, the exercise
price must be at least 110% of the fair market value of Class A Common Stock as
of the date of the grant and the term of the option may not exceed five years.

Options granted under the Stock Incentive Plans may be exercised by
the participant to whom granted or by his or her legal representative. If a
participant's employment is terminated for cause, each option which has not
been exercised shall terminate.

Restricted stock consists of shares of Class A Common Stock which are
subject to forfeiture in whole or in part if the recipient's employment with
the Company is terminated prior to the end of the restrictive period.
Recipients do not become 100% vested in their restricted stock until five years
after the effective date of the award. During the restricted period prior to
vesting, the participant may transfer the restricted stock to a trust for the
benefit of the participant or an immediate family member, but may not otherwise
sell, assign, transfer, give or otherwise dispose of, mortgage, pledge or
encumber such restricted stock. The Compensation Committee may, in its
discretion, provide that a participant shall be vested in whole or with respect
to any portion of the participant's award not previously vested if the
participant's employment with the Company is terminated because of death,
disability or retirement.

PROFIT SHARING PLAN

The Company has a profit sharing plan under Section 401(k) of the
Internal Revenue Code (the "Profit Sharing Plan"). The Profit Sharing Plan
provides that employees of the Company must complete one year of service in
order to be eligible to defer salary and, if available, receive matching
contributions under the Section 401(k) portion of the Profit Sharing Plan.
Participants may elect to defer a specified percentage of their compensation
into the Profit Sharing Plan on a pre-tax basis. The Company may, at its sole
discretion, make matching contributions based on a percentage of deferred
salary contributions at a percentage rate to be determined by the Board of
Directors of the Company, which matching contributions may be in Company stock.
In addition, the Company may make supplemental profit sharing contributions in
such amounts as the Board of Directors of the Company may determine.
Participants earn a vested right to their profit sharing contribution in
increasing amounts over a period of five years. After five years of service,
the participant's right to his or her profit sharing contribution vests 100%.
Thereafter the participant may receive a distribution of the entire value of
his or her account at age 55, 62 or 65 or upon termination of employment, death
or disability.

EMPLOYMENT AGREEMENTS

Mr. Paxson is employed as Chairman and Chief Executive Officer of the
Company under an employment agreement. The agreement provides that Mr. Paxson
will be employed for a five and one-half year period

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<PAGE> 86

commencing on June 30, 1994, unless sooner terminated. Mr. Paxson began
receiving an annual base salary of $350,000 commencing on January 1, 1995. Mr.
Paxson's salary will be $385,000 in 1996, $423,500 in 1997, $465,850 in 1998
and $500,000 in 1999. In addition to the base salary, Mr. Paxson may receive an
annual bonus at the discretion and in an amount set by members of the
Compensation Committee that are not employees of the Company. Mr. Paxson's
employment agreement is renewable for successive one-year terms, subject to
good faith negotiation of its terms. Under the terms of the agreement, Mr.
Paxson is eligible to participate in all employee benefit plans and
arrangements that are generally available to other senior executives, and is
entitled to vacation days in an amount determined annually by the Board of
Directors after good faith negotiation. Mr. Paxson is reimbursed for all
reasonable expenses incurred by him in the discharge of his duties, including
entertainment and travel. Mr. Paxson's employment agreement is terminable by
the Board of Directors before expiration for good cause, as defined in the
agreement, or by Mr. Paxson for good reason, as defined in the agreement. In
the event of Mr. Paxson's permanent disability or death, the Company will pay
Mr. Paxson, or his estate, as the case may be, his then existing salary for the
remaining term of the agreement, in the case of disability, or one year, in the
case of death.

In addition, Mr. Paxson is a party to a noncompete agreement with the
Company for a period ending on December 31, 1999 or the date of a change of
control (as defined with respect thereto) of the Company. See "Certain
Transactions -- Home Shopping Network, Inc."

CERTAIN TRANSACTIONS

Mr. Paxson is the Chairman and Chief Executive Officer of the Company.
Messrs. Marocco and Kornreich are directors of the Company and principals of
the Sandler Partnerships, which are significant stockholders of the Company.
Mr. Michaels is a director of the Company and the owner of CEA. Mr. Scott is a
director of the Company and provides it certain consulting services. Set forth
below is a description of certain transactions and relationships between Mr.
Paxson, his affiliates and others and the Company, between the Sandler
Partnerships and the Company, CEA and the Company and Mr. Scott and the
Company.

WFCT-TV Transactions. On December 17, 1993, BBTC entered into an
agreement whereby CNI, a Section 501(c)(3) Florida non-profit corporation to
which Mr. Paxson was a substantial contributor and of which he was a director,
would make available to BBTC up to $3,120,000 for certain expenses in
connection with the redemption of a limited partnership interest in BBTC and
the construction of television station WFCT-TV, Bradenton, Florida (the "BBTC
Loan Agreement"). In connection with the loan, BBTC granted to CNI an
irrevocable, exclusive option to purchase the assets owned by BBTC that are
used or useful in the construction or operation of WFCT-TV, including the
licenses issued by the FCC for WFCT-TV, subject to the satisfaction of certain
conditions and the receipt of necessary regulatory approvals. CNI's option may
be exercised, subject to the prior approval of the FCC, at any time during the
10-year period beginning August 2, 1995. The price payable to BBTC upon
exercise of the option is $91,000 in cash and the forgiveness of all
outstanding indebtedness under the BBTC Loan Agreement, in the amount of
$1,120,000 as of December 31, 1995. WFCT-TV commenced broadcasting operations
on August 1, 1994.

BBTC also entered into an agreement with a wholly-owned subsidiary of
the Company as of December 17, 1993, under which the Company provides certain
specified services relating to the construction and installation of WFCT-TV
facilities. Pursuant to a time brokerage agreement, BBTC makes air-time
available to CNI on WFCT-TV. In exchange for certain specified payments, BBTC
has broadcast programming and commercial announcements produced by CNI.

In connection with the foregoing transactions, Mr. Paxson agreed to
lend CNI up to $3,120,000 to fund the loan to BBTC. On June 15, 1994, CNI and
BBTC revised the BBTC Loan Agreement to reduce the maximum amount

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<PAGE> 87

of the loan from $3,120,000 to $1,400,000, and to provide that BBTC lease
rather than purchase the equipment and related tangible personal property
required to construct WFCT-TV from the Company.

Mr. Paxson assigned his rights and interests in the CNI loan to the
Company in the amount of $1,120,000 (representing the then outstanding
principal balance owed by CNI), and CNI agreed that the maximum principal
amount of the loan would be reduced from $3,120,000 to $1,400,000. On June 15,
1994, CNI granted the Company the option to acquire the WFCT-TV assets from CNI
for $191,000 after CNI exercises its option to purchase such assets from BBTC.
On June 15, 1994, CNI assigned to the Company its rights and interests under
the time brokerage agreement to provide up to 12 hours per day of programming
on WFCT-TV. On May 31, 1996, the Company assigned to CNI for $100,000 the
option to acquire the WFCT-TV assets. CNI exercised its option on July 17,
1996.

Worship Channel Studio. On January 1, 1993, Mr. Paxson agreed to lend
CNI up to $2,500,000 to fund CNI's acquisition of certain equipment and related
tangible property used in the production of television programming. Mr. Paxson
assigned his rights and interests under the loan to the Company in
consideration for the Company's promissory note in the principal amount of
$2,500,000, which the Company subsequently repaid. In accordance with the terms
of an agreement dated as of June 15, 1994, CNI sold to the Company CNI's
production assets in consideration for the cancellation of CNI's $2,500,000
promissory note held by the Company. CNI and the Company have also contracted,
effective as of August 1, 1994, for the Company to lease CNI's television
production and distribution facility for the purpose of producing television
programming for the Infomall TV Network.

Christian Network, Inc. The Company and CNI entered into an agreement
in May 1994 (the "CNI Agreement") under which the Company agreed that, if the
tax exempt status of CNI were jeopardized by virtue of its relationships with
the Company and its subsidiaries, the Company would take certain actions to try
and ensure that CNI's tax exempt status would no longer be so jeopardized. Such
steps could include, but not be limited to, rescission of one or more
transactions or payment of additional funds by the Company. The Company
believes that all of its agreements with CNI have been on terms at least as
favorable to CNI as it would obtain in arm's length transactions. The Company
intends any future agreements with CNI to be at least as favorable to CNI as
CNI would obtain in arm's length transactions. Accordingly, if the Company's
activities with CNI are consistent with the terms governing their relationship,
the Company believes that it will not be required to take any action under the
CNI Agreement. However, there can be no assurance that the Company will not be
required to take any actions under the CNI Agreement at a material cost to the
Company. At June 30, 1996, the Company had made loans to CNI and its
subsidiaries in an aggregate amount of $26.3 million to finance station
acquisitions and related capital expenditures, $15 million of which was
forgiven upon the purchase by the Company of four of these stations from CNI on
July 1, 1996.

Stockholders Agreement. On December 15, 1993, in connection with the
issuance of the Company's Initial Senior Preferred Stock and warrants to
purchase shares of Class A Common Stock and Class B Common Stock, the Company
entered into a stockholders agreement with two entities controlled by Lowell W.
Paxson (collectively, "Management Investors"), and the four purchasers of the
Initial Senior Preferred Stock (the "Sandler Group"), three of which are
affiliates of Michael J. Marocco and John A. Kornreich, two directors of the
Company. On December 22, 1994, in connection with the issuance of the Existing
Preferred Stock and Series B Preferred Stock, the purchasers of the Existing
Preferred Stock and warrants to purchase Class C Common Stock became parties to
the stockholders agreement, which was amended and restated (as amended, the
"Stockholders Agreement"). The parties to the Stockholders Agreement further
amended certain provisions thereof on March 26, 1996 in anticipation of, and
primarily conditioned upon the consummation of, the Equity Offering. Such
agreement, among other things, terminated the right of the holders of the Class
A and Class B warrants ("Warrant Shares") to require the Company to purchase
such Warrant Shares, permitted the Company to issue 2,000,000 additional shares
of stock (or options to purchase the same), permitted the Company to issue
125,000 shares of Common Stock (or options to purchase the same) at an exercise
price of $3.42 per share, deleted certain restrictions on the Company's ability
to acquire

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<PAGE> 88

businesses in consideration for stock of the Company and modified certain
rights of the parties to register Common Stock of the Company.

The Stockholders Agreement grants to each holder of Existing Preferred
Stock the right of first refusal to purchase, subject to certain conditions,
its pro rata share of any new securities the Company may issue. The Company
must give each holder of Existing Preferred Stock written notice of the
Company's intention to issue certain new securities. Such holders have waived
any right of first refusal to purchase any of the shares of New Preferred Stock
offered hereby. The parties to the Stockholders Agreement have certain
registration rights granted therein.

Home Shopping Network, Inc. In connection with the departure in 1990
of Mr. Paxson from HSN, he executed a consulting agreement containing various
restrictions upon activities by him that might be considered competitive with
HSN, including activities as an investor in competitive and other enterprises.
Although Mr. Paxson's consulting services to HSN terminated in 1994, certain of
the restrictions survived. As the Company's business evolved, the possible
effect of the consulting agreement upon Mr. Paxson's role as the Company's
chief executive officer and controlling stockholder became unclear. The Company
considered it advisable to eliminate doubts concerning, among other matters,
Mr. Paxson's role as a chief executive officer and controlling stockholder as
the Company's business developed, and the scope of HSN's rights under the
consulting agreement. Accordingly, on August 25, 1995, the Company and Mr.
Paxson agreed with HSN to, among other things, terminate HSN's rights under the
consulting agreement in consideration of a payment to HSN by the Company of
$1,200,000. In conjunction with this transaction Mr. Paxson advanced $1,200,000
to the Company in the form of a note bearing interest at 6%. The Company repaid
the note in October 1995.

Shortly before the transaction with HSN, Mr. Paxson agreed with the
Company that upon termination of HSN's rights under the consulting agreement,
he will not compete with the Company for a period ending on December 31, 1999
(the date that the HSN consulting agreement would have otherwise terminated) or
the date of a change of control (as defined with respect thereto) of the
Company. An intangible asset has been recorded for $1,200,000 which will be
amortized through maturity of the agreement.

Todd Communications, Inc. In 1993, Mr. Paxson contributed a demand
note receivable in the amount of $1,750,000 from Todd Communications, Inc., a
company which owns WFSJ-FM (St. Augustine, Florida) and is beneficially owned
by a member of Mr. Paxson's family. The note receivable accrued interest at the
short-term annual applicable federal rate prescribed by the Internal Revenue
Service with the balance of principal and interest due upon demand. The Company
also performed limited sales support and administrative functions for Todd
Communications, Inc., under a joint sales agreement. Todd Communications also
had a note outstanding to Mr. Paxson in the principal amount of $1,643,000.
During June 1996, the Company acquired Todd Communications for aggregate
consideration of $5 million, consisting of the cancellation of Todd's note held
by the Company in the principal amount of $1,822,000, assumption and immediate
repayment by the Company of the note to Mr. Paxson and the issuance of shares
of Class A Common Stock valued at $1,535,000.

Whitehead Media. The Company initially financed the acquisition by
Whitehead Media of each of WTVX-TV and WOAC-TV. Whitehead Media subsequently
obtained refinancing from Banque Paribas, an affiliate of a holder of Existing
Preferred Stock and warrants to acquire Class C Common Stock, and Canadian
Imperial Bank of Commerce, the proceeds of which were used to repay the debt
owed by Whitehead Media to the Company and to fund Whitehead Media's
acquisition of WNGM-TV. The third party financing provided to Whitehead Media
is unconditionally guaranteed by Mr. Paxson and Second Crystal Diamond, Limited
Partnership ("Second Crystal"), an affiliate controlled by Mr. Paxson and
through which he beneficially owns and controls a substantial portion of the
Company's Class A Common Stock and Class B Common Stock. Such guarantees are
secured by a pledge of a significant portion of Second Crystal's Class A Common
Stock. The Company is permitted to operate stations WTVX-TV and WOAC-TV
pursuant to time brokerage agreements and as a result of the third party
financing to Whitehead Media has an option to purchase each of such stations,
which options to purchase would otherwise be

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<PAGE> 89

prohibited under FCC rules and regulations because each of such stations serves
a market in which the Company has or will own another television station which
also serves the same market.

KLDT-TV. In connection with CNI securing the rights to acquire
television station KLDT-TV in Dallas, Texas and, prior to such acquisition,
operate the station pursuant to a time brokerage agreement, Mr. Paxson
initially loaned CNI $1,000,000 to make a deposit with respect to such
acquisition and guaranteed the obligations of CNI under the purchase agreement
and the time brokerage agreement. On January 9, 1996, the Company purchased
such note from Mr. Paxson at its face value.

World Travelers Network. Effective January 1, 1996, Mr. Paxson
purchased certain assets of World Travelers Network, Inc. ("WTN"), a
wholly-owned subsidiary of the Company. WTN's business was unprofitable and the
Company had determined to discontinue its operations. Mr. Paxson purchased all
of the assets of WTN except for its accounts receivable for $70,322 in cash,
which price was equal to the book value of such assets. WTN retained its
accounts receivable and accounts payable.

South Carolina Radio Network. Effective January 1, 1996, Mr. Paxson
purchased from the Company certain assets of the Company's South Carolina Radio
Network, an unprofitable business segment which the Company had determined to
discontinue. Mr. Paxson purchased all of the assets of the South Carolina Radio
Network other than cash and accounts receivable for $45,413 in cash paid to the
Company, which price was equal to the book value of such assets. The Company
retained the cash, accounts receivable and accounts payable of the South
Carolina Radio Network operation. The parties agreed that if Mr. Paxson resold
such assets at a profit prior to April 1, 1996, the amount of any profit would
be paid to the Company. Mr. Paxson subsequently sold such assets to a third
party for $150,000, with the excess over $45,413 being paid to the Company.

Transfer of Partnership Interest. On January 26, 1996, the Company
acquired certain interests in a partnership with a view to securing programming
for its broadcast stations, and substantially concurrently with its
acquisition, transferred a portion of its interest to Mr. Paxson for
approximately $900,000, which amount equalled the consideration paid by the
Company for its interests in the partnership.

Communications Equity Associates, Inc. J. Patrick Michaels, Jr. is
Chairman of the Board and Chief Executive Officer of CEA. Prior to his becoming
a Director in February 1995, the Company engaged CEA as a financial advisor in
connection with the private placements of the Senior Preferred Stock and
Existing Preferred Stock, as well as with the Company's various lending
relationships and other financing transactions. CEA continues to provide
advisory services to the Company, and management of the Company believes that
its arrangements with CEA have been, and will continue to be, on terms
comparable to those generally available from unaffiliated third parties.

S. William Scott, Consulting. S. William Scott has an arrangement
with the Company pursuant to which he provides consulting services to the
Company with respect to the development of its news programming for its radio
and television broadcast business and its radio network business. During 1993,
1994 and 1995, Mr. Scott was paid $84,000, $84,000 and $80,000 respectively,
for such services. Mr. Scott has been providing such services since before he
became a Director.

DESCRIPTION OF NEW PREFERRED STOCK AND EXCHANGE DEBENTURES

THE NEW PREFERRED STOCK

The summary contained herein of certain provisions of the New
Preferred Stock to be issued by the Company in the Offering does not purport to
be complete and is qualified in its entirety by reference to the provisions of
the Certificate of Designation relating thereto, the form of which is filed as
an exhibit to the Registration Statement of which this Prospectus is a part, to
which exhibit reference is hereby made. The definitions of certain capitalized

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<PAGE> 90

terms used in the following summary are set forth under "-- Certain
Definitions" below. Other capitalized terms used herein and not otherwise
defined under "-- Certain Definitions" below are defined in the Certificate of
Designation.

GENERAL

The Company is authorized to issue 1,000,000 shares of preferred
stock, $0.001 par value per share. As of the date of this Prospectus, 33,000
shares of Existing Preferred Stock are outstanding. The Certificate of
Incorporation of the Company authorizes the Board of Directors, without
stockholder approval, to issue classes of preferred stock from time to time in
one or more series, with such designations, preferences and relative,
participating, optional or other special rights, qualifications, limitations or
restrictions as may be determined by the Board of Directors. The Board of
Directors of the Company has adopted resolutions creating a maximum of [
] shares of New Preferred Stock and has filed a Certificate of Designation with
respect thereto with the Secretary of State of the State of Delaware as
required by Delaware law. Subject to certain conditions, the New Preferred
Stock is exchangeable for Exchange Debentures at the option of the Company on
any dividend payment date. The New Preferred Stock, when issued and paid for
by the Underwriters in accordance with the terms of the Underwriting Agreement,
will be fully paid and nonassessable, and the holders thereof will not have any
subscription or preemptive rights. [ ] will be the transfer agent and
registrar for the New Preferred Stock.

RANKING

The New Preferred Stock will, with respect to dividend distributions
and distributions upon the liquidation, winding-up or dissolution of the
Company, rank (i) senior to all classes of common stock of the Company, and to
each other class of capital stock or series of preferred stock established
after the date of this Prospectus by the Board of Directors of the Company the
terms of which do not expressly provide that it ranks senior to or on a parity
with the New Preferred Stock as to dividend distributions and distributions
upon the liquidation, winding-up or dissolution of the Company (collectively
referred to with the common stock of the Company as "Junior Securities"); (ii)
subject to certain conditions, on a parity with any class of capital stock or
series of preferred stock issued by the Company established after the date of
this Prospectus by the Board of Directors of the Company the terms of which
expressly provide that such class will rank on a parity with the New Preferred
Stock as to dividend distributions and distributions upon the liquidation,
winding-up or dissolution of the Company (collectively referred to as "Parity
Securities"); and (iii) junior to the Existing Preferred Stock and to each
other class of capital stock or series of preferred stock issued by the Company
established after the date of this Prospectus by the Board of Directors of the
Company the terms of which expressly provide that such class or series will
rank senior to the New Preferred Stock as to dividend distributions and
distributions upon the liquidation, winding-up or dissolution of the Company
(collectively referred to as "Senior Securities"). The New Preferred Stock
will be subject to the issuance of series of Junior Securities, Parity
Securities and Senior Securities; provided that the Company may not issue any
new class of Parity Securities or Senior Securities (or amend the provisions of
any existing class of capital stock to make such class of capital stock Parity
Securities or Senior Securities) without the approval of the holders of at
least a majority of the shares of New Preferred Stock then outstanding, voting
or consenting, as the case may be, together as one class; provided, however,
that the Company can either: (i) issue additional shares of New Preferred
Stock, or (ii) issue shares of Parity Securities, which Parity Securities
require cash dividends at a time and in an amount not in excess of the Existing
Preferred Stock (as existing on the Issue Date) and which does not prevent
either the payment of cash dividends on the New Preferred Stock or the exchange
of the New Preferred Stock for the Exchange Debentures, in each case, in an
amount sufficient to acquire the Existing Preferred Stock in accordance with
its terms on the Issue Date (including any premium required to be paid), plus
the amount of reasonable expenses incurred by the Company in acquiring such
Existing Preferred Stock and issuing such additional New Preferred Stock or
Parity Securities (as the case may be); with in either case such shares being
issued no sooner than the date the Company repurchases, redeems or otherwise
retires the Existing Preferred Stock.

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<PAGE> 91

DIVIDENDS

Holders of the New Preferred Stock will be entitled to receive, when,
as and if declared by the Board of Directors of the Company, out of funds
legally available therefor, dividends on the New Preferred Stock at a rate per
annum equal to [ ]% of the liquidation preference per share of New Preferred
Stock, payable semi-annually. All dividends will be cumulative whether or not
earned or declared on a daily basis from the Issue Date and will be payable
semi-annually in arrears on April 30 and October 31 of each year, commencing on
April 30, 1997, to holders of record on the April 15 and October 15 immediately
preceding the relevant Dividend Payment Date. Dividends may be paid, at the
Company's option, on any dividend payment date occurring on or prior to October
31, 2002 either in cash or by the issuance of additional shares of New
Preferred Stock (including fractional shares) having an aggregate liquidation
preference equal to the amount of such dividends. In the event that on or
prior to October 31, 2002 dividends are declared and paid through the issuance
of additional shares of New Preferred Stock, as provided in the previous
sentence, such dividends shall be deemed paid in full and will not accumulate.
The Credit Agreement, the Existing Indenture and the Existing Preferred Stock
restrict the Company's ability to pay cash dividends on its Capital Stock and
will prohibit such payments in certain instances and other future agreements
may provide the same. See "Description of Indebtedness" and "Description of
Capital Stock -- Existing Preferred Stock."

Unpaid dividends accruing after October 31, 2002 on the New Preferred
Stock for any past dividend period and dividends in connection with any
optional redemption may be declared and paid at any time, without reference to
any regular Dividend Payment Date, to holders of record on such date, not more
than forty-five (45) days prior to the payment thereof, as may be fixed by the
Board of Directors of the Company.

OPTIONAL REDEMPTION

The New Preferred Stock may be redeemed (subject to contractual and
other restrictions with respect thereto and to the legal availability of funds
therefor) at any time on or after October 31, 2001, in whole or in part, at the
option of the Company, at the redemption prices (expressed as a percentage of
liquidation preference) set forth below, plus, without duplication, an amount
in cash equal to all accumulated and unpaid dividends (including an amount in
cash equal to a prorated dividend for the period from the Dividend Payment Date
immediately prior to the redemption date to the redemption date) if redeemed
during the 12-month period beginning October 31 of each of the years set forth
below:

<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
2001 . . . . . . . . . . . . . . . . . . . . . . . . %
2002 . . . . . . . . . . . . . . . . . . . . . . . . %
2003 . . . . . . . . . . . . . . . . . . . . . . . . %
2004 and thereafter . . . . . . . . . . . . . . . . . 100%
</TABLE>

In addition, on or prior to October 31, 1999, the Company may, at its
option, use the Net Proceeds of either or both of one or more Public Equity
Offerings or Major Asset Sales to redeem for cash up to an aggregate of 35% of
the shares of New Preferred Stock (whether initially issued or issued as a
dividend payment) at a redemption price equal to [ ]% of the liquidation
preference thereof if redeemed during the 12-month period commencing on October
31, 1996, [ ]% of the liquidation preference thereof if redeemed during the
12-month period commencing on October 31, 1997 and [ ]% of the liquidation
preference thereof if redeemed during the 12-month period commencing on October
31, 1998, plus, in each case, without duplication, an amount in cash equal to
all accumulated and unpaid dividends (including an amount in cash equal to a
prorated dividend for the period from the Dividend Payment Date immediately
prior to the redemption date to the redemption date); provided, however, that
after any such redemption, there is at least $75 Million aggregate liquidation
preference of the New Preferred

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Stock outstanding. Any such redemption will be required to occur on or prior
to 90 days after the receipt by the Company of the proceeds of each Public
Equity Offering or Major Asset Sale.

In the event of partial redemptions of New Preferred Stock, the shares
to be redeemed will be determined pro rata, except that the Company may redeem
all shares held by any holders of fewer than 10 shares (or shares held by
holders who would hold less than 10 shares as a result of such redemption), as
may be determined by the Company. No optional redemption may be authorized or
made unless prior thereto all accumulated and unpaid dividends shall have been
paid in cash or a sum set apart for such payment on the New Preferred Stock.

The certificate of designation governing the Existing Preferred Stock
prohibits the redemption of the New Preferred Stock so long as any shares of
Existing Preferred Stock are outstanding. The Credit Agreement and the
Existing Indenture also restrict the ability of the Company to redeem the New
Preferred Stock. See "Description of Indebtedness" and "Description of Capital
Stock -- Existing Preferred Stock."

MANDATORY REDEMPTION

The New Preferred Stock will also be subject to mandatory redemption
(subject to contractual and other restrictions with respect thereto and to the
legal availability of funds therefor) in whole on October 31, 2006 at a price
equal to the liquidation preference thereof, plus, without duplication, all
accumulated and unpaid dividends to the date of redemption. The certificate of
designation governing the Existing Preferred Stock prohibits the redemption of
the New Preferred Stock so long as any shares of Existing Preferred Stock are
outstanding. The Existing Indenture and the Credit Agreement also restrict the
ability of the Company to redeem the New Preferred Stock and will prohibit any
such redemption in certain instances and other future agreements or
certificates of designation with respect to Senior Securities or Parity
Securities may contain similar restrictions and/or prohibitions. See
"Description of Indebtedness" and "Description of Capital Stock -- Existing
Preferred Stock."

PROCEDURE FOR REDEMPTION

On and after a redemption date, unless the Company defaults in the
payment of the applicable redemption price, dividends will cease to accrue on
shares of New Preferred Stock called for redemption and all rights of holders
of such shares will terminate except for the right to receive the redemption
price, without interest. If a notice of redemption shall have been given as
provided in the succeeding sentence and the funds necessary for redemption
(including an amount in respect of all dividends that will accrue to the
redemption date) shall have been segregated and irrevocably set apart by the
Company, in trust for the benefit of the holders of the shares called for
redemption, then dividends shall cease to accumulate on the redemption date on
the shares to be redeemed and, at the close of business on the day when such
funds are segregated and set apart, the holders of the shares to be redeemed
shall cease to be stockholders of the Company and shall be entitled only to
receive the redemption price for such shares. The Company will send a written
notice of redemption by first class mail to each holder of record of shares of
New Preferred Stock, not less than 30 days nor more than 60 days prior to the
date fixed for such redemption. Shares of New Preferred Stock issued and
reacquired will, upon compliance with the applicable requirements of Delaware
law, have the status of authorized but unissued shares of preferred stock of
the Company undesignated as to series and may with any and all other authorized
but unissued shares of preferred stock of the Company be designated or
redesignated and issued or reissued, as the case may be, as part of any series
of preferred stock of the Company.

EXCHANGE

The Company may at its option from time to time on any Dividend
Payment Date exchange, in whole or in part, on a pro rata basis, the then
outstanding shares of New Preferred Stock for Exchange Debentures; provided
that immediately after giving effect to any partial exchange, there shall be
shares of New Preferred Stock outstanding with an aggregate liquidation
preference of not less than $75,000,000 and not less than $75,000,000 aggregate
principal amount of Exchange Debentures then outstanding; and provided,
further, that (i) on the date of such exchange there are no accumulated and
unpaid dividends on the New Preferred Stock (including the dividend

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payable on such date) or other contractual impediments to such exchange; (ii)
there shall be legally available funds sufficient therefor; and (iii) such
exchange would be permitted under the terms of the Existing Preferred Stock, to
the extent then outstanding, and immediately after giving effect to such
exchange, no Default or Event of Default (each as defined in the Exchange
Indenture) would exist under the Exchange Indenture, no default or event of
default would exist under the Credit Agreement or the Existing Indenture and no
default or event of default under any other material instrument governing
Indebtedness outstanding at the time would be caused thereby, and (ii) the
Company shall have delivered a written opinion to the effect that all
conditions to be satisfied prior to such exchange have been satisfied. The
Company intends to comply with the provisions of Rule 13e-4 promulgated
pursuant to the Exchange Act in connection with the exchange, to the extent
applicable. The certificate of designation governing the Existing Preferred
Stock prohibits the Company from exchanging the New Preferred Stock so long as
any shares of Existing Preferred Stock are outstanding. The Credit Agreement,
the Existing Indenture and the Existing Preferred Stock currently prohibit the
exchange of the New Preferred Stock and may restrict the Company's ability to
exchange the New Preferred Stock in the future. See "Description of
Indebtedness" and "Description of Capital Stock -- Existing Preferred Stock."

The holders of outstanding shares of New Preferred Stock will be
entitled to receive, subject to the second succeeding sentence, $1.00 principal
amount of Exchange Debentures for each $1.00 liquidation preference of New
Preferred Stock held by them. The Exchange Debentures will be issued in
registered form, without coupons. Exchange Debentures issued in exchange for
New Preferred Stock will be issued in principal amounts of $1,000 and integral
multiples thereof to the extent possible, and will also be issued in principal
amounts less than $1,000 so that each holder of New Preferred Stock will
receive certificates representing the entire amount of Exchange Debentures to
which such holder's shares of New Preferred Stock entitle such holder; provided
that the Company may pay cash in lieu of issuing an Exchange Debenture in a
principal amount less than $1,000. The Company will send a written notice of
exchange by mail to each holder of record of shares of New Preferred Stock not
less than 30 nor more than 60 days before the date fixed for such exchange. On
and after the exchange date, dividends will cease to accrue on the outstanding
shares of New Preferred Stock that are to be exchanged, and all rights of the
holders of New Preferred Stock that is to be exchanged (except the right to
receive the Exchange Debentures, an amount in cash equal to the accrued and
unpaid dividends to the exchange date and, if the Company so elects, cash in
lieu of any Exchange Debenture which is in an amount that is not an integral
multiple of $1,000) will terminate. The Person entitled to receive the
Exchange Debentures issuable upon such exchange will be treated for all
purposes as the registered holder of such Exchange Debentures. See "-- The
Exchange Debentures."

LIQUIDATION PREFERENCE

Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Company, holders of the New Preferred Stock will initially be
entitled to be paid, out of the assets of the Company available for
distribution, $1,000 per share, plus an amount in cash equal to accumulated and
unpaid dividends thereon to the date fixed for liquidation, dissolution or
winding-up (including an amount equal to a prorated dividend for the period
from the last Dividend Payment Date to the date fixed for liquidation,
dissolution or winding-up), before any distribution is made on any Junior
Securities, including, without limitation, common stock of the Company. If
upon any voluntary or involuntary liquidation, dissolution or winding-up of the
Company, the amounts payable with respect to the New Preferred Stock and all
other Parity Securities are not paid in full, the holders of the New Preferred
Stock and the Parity Securities will share equally and ratably in any
distribution of assets of the Company first in proportion to the full
liquidation preference to which each is entitled until such preferences are
paid in full, and then in proportion to their respective amounts of accumulated
but unpaid dividends. After payment of the full amount of the liquidation
preferences and accumulated and unpaid dividends to which they are entitled,
the holders of shares of New Preferred Stock will not be entitled to any
further participation in any distribution of assets of the Company. However,
neither the sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Company nor the consolidation or merger of the Company with
one or more entities shall be deemed to be a liquidation, dissolution or
winding-up of the Company.

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The Certificate of Designation for the New Preferred Stock does not
contain any provision requiring funds to be set aside to protect the
liquidation preference of the New Preferred Stock, although such liquidation
preference will be substantially in excess of the par value of such shares of
New Preferred Stock. In addition, the Company is not aware of any provision of
Delaware law or any controlling decision of the courts of the State of Delaware
(the state of incorporation of the Company) that requires a restriction upon
the surplus of the Company solely because the liquidation preference of the New
Preferred Stock will exceed its par value. Consequently, there will be no
restriction upon the surplus of the Company solely because the liquidation
preference of the New Preferred Stock will exceed the par value and there will
be no remedies available to holders of the New Preferred Stock before or after
the payment of any dividend, other than in connection with the liquidation of
the Company, solely by reason of the fact that such dividend would reduce the
surplus of the Company to an amount less than the difference between the
liquidation preference of the New Preferred Stock and its par value.

VOTING RIGHTS

Holders of the New Preferred Stock will have no voting rights with
respect to general corporate matters except as provided by Delaware law or as
set forth in the Certificate of Designation. The Certificate of Designation
provides that if (i) after October 31, 2002, dividends on the New Preferred
Stock required to be paid in cash are in arrears and unpaid for three (3) or
more semi-annual dividend periods (whether or not consecutive) or (ii) the
Company fails to redeem the New Preferred Stock on or before October 31, 2006
or fails to discharge any redemption obligation with respect to the New
Preferred Stock or (iii) the Company fails to make a Change of Control Offer if
such an offer is required by the provisions set forth under "-- Change of
Control" below or fails to purchase shares of New Preferred Stock from holders
who elect to have such shares purchased pursuant to the Change of Control Offer
or (iv) a breach or violation of any of the provisions described under the
caption "-- Certain Covenants" below occurs and the breach or violation
continues for a period of 60 days or more after the Company receives notice
thereof specifying the default from the holders of at least 25% of the shares
of New Preferred Stock then outstanding or (v) the Company fails to pay at the
final stated maturity (giving effect to any extensions thereof) the principal
amount of any Indebtedness of the Company or any Restricted Subsidiary of the
Company, or the final stated maturity of any such Indebtedness is accelerated,
if the aggregate principal amount of such Indebtedness, together with the
aggregate principal amount of any other such Indebtedness in default for
failure to pay principal at the final stated maturity (giving effect to any
extensions thereof) or which has been accelerated, aggregates $10,000,000 or
more at any time, in each case, after a 20-day period during which such
default shall not have been cured or such acceleration rescinded, then the
number of directors constituting the Board of Directors will be adjusted to
permit the holders of a majority of the then outstanding shares of New
Preferred Stock, voting separately and as a class, to elect the lesser of two
directors and that number of directors constituting 25% of the members of the
Board of Directors of the Company. Such voting rights will continue until such
time as, in the case of a dividend default, all accumulated and unpaid
dividends on the New Preferred Stock are paid in full in cash and, in all other
cases, any failure, breach or default giving rise to such voting rights is
remedied, cured (including, but not limited to, in the case of clause (v)
through the issuance of Refinancing Indebtedness or the waiver of any breach or
default by the holder of such Indebtedness) or waived by the holders of at
least a majority of the shares of New Preferred Stock then outstanding, at
which time the term of any directors elected pursuant to the provisions of this
paragraph shall terminate. Each such event described in clauses (i) through
(v) above is referred to herein as a "Voting Rights Triggering Event." The
voting rights provided herein shall be the holder's exclusive remedy at law or
in equity.

In addition, the Certificate of Designation provides that except as
stated above under "-- Ranking," the Company will not authorize any class of
Senior Securities or Parity Securities without the affirmative vote or consent
of holders of at least a majority of the shares of New Preferred Stock of the
Company then outstanding which are entitled to vote thereon, voting or
consenting, as the case may be, as one class. The Certificate of Designation
also provides that the Company may not amend the Certificate of Designation so
as to affect materially and adversely the specified rights, preferences,
privileges or voting rights of the holders of shares of New Preferred Stock, or
authorize the issuance of any additional shares of New Preferred Stock (other
than shares of New Preferred Stock issued as a dividend on shares of New
Preferred Stock), without the affirmative vote or consent of the holders of

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at least a majority of the then outstanding shares of New Preferred Stock which
are entitled to vote thereon, voting or consenting, as the case may be, as one
class. The Certificate of Designation also provides that, except as set forth
above, (a) the creation, authorization or issuance of any shares of Junior
Securities, Parity Securities or Senior Securities or (b) the increase or
decrease in the amount of authorized capital stock of any class, including any
preferred stock, shall not require the consent of the holders of New Preferred
Stock and shall not be deemed to affect adversely the rights, preferences,
privileges or voting rights of holders of shares of New Preferred Stock.

Under Delaware law, holders of New Preferred Stock are entitled to
vote as a class upon a proposed amendment to the certificate of incorporation
of the Company, whether or not entitled to vote thereon by the certificate of
incorporation, if the amendment would increase or decrease the par value of the
shares of such class, or alter or change the powers, preferences, or special
rights of the shares of such class so as to affect them adversely.

CHANGE OF CONTROL

Upon the occurrence of a Change of Control, each holder of the New
Preferred Stock will have the right to require that the Company redeem all or a
portion of such holder's New Preferred Stock pursuant to the offer described
below (the "Change of Control Offer"), at a redemption price equal to 101% of
the liquidation preference thereof, plus, without duplication, an amount in
cash equal to all accumulated and unpaid dividends per share, if any, to the
Change of Control Payment Date (as defined herein) (including an amount in cash
equal to a prorated dividend for the period from the Dividend Payment Date
immediately prior to the Change of Control Payment Date to the Change of
Control Payment Date).

Prior to the mailing of the notice referred to below, but in any event
within 30 days following the date on which a Change of Control occurs, the
Company covenants that, if the purchase of the New Preferred Stock would
violate or constitute a default or be prohibited under the Credit Agreement,
any then outstanding Senior Debt, the Existing Indenture or the Existing
Preferred Stock, then the Company will, to the extent needed to permit such
purchase of New Preferred Stock, either (i) repay in full all Indebtedness
under the Credit Agreement, such Senior Debt and the Existing Notes and, in the
case of the Credit Agreement or other Senior Debt, terminate all commitments
thereunder and effect the termination of any such prohibition under the
Existing Preferred Stock or (ii) obtain the requisite consents under the Credit
Agreement, the instruments governing such Senior Debt, the Existing Indenture
and the certificates of designation governing the Existing Preferred Stock to
permit the redemption of the New Preferred Stock as provided below. The
Company will first comply with the covenant in the preceding sentence before it
will be required to redeem New Preferred Stock pursuant to the provisions
described below.

Within 30 days following the date upon which a Change of Control
occurs, the Company must send, by first class mail, a notice to each holder of
record of the New Preferred Stock, with a copy to the Transfer Agent, which
notice shall govern the terms of the Change of Control Offer. Such notice will
state, among other things, the redemption date, which must be no earlier than
30 days nor later than 45 days from the date such notice is mailed, other than
as may be required by law (the "Change of Control Payment Date"). Holders
electing to have New Preferred Stock redeemed pursuant to a Change of Control
Offer will be required to surrender the New Preferred Stock properly endorsed
for transfer together with such other customary documents as the Company may
reasonably request to the address specified in the notice prior to the close of
business on the business day prior to the Change of Control Payment Date.

The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
redemption of the Preferred Stock pursuant to a Change of Control Offer.

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restructurings, mergers and other similar transactions that might adversely
affect the holders of shares of New Preferred Stock but would not constitute a
Change of Control. The Company could, in the future, enter into certain
transactions, including certain recapitalizations of the Company, that would
not constitute a Change of Control, but would increase the amount of
Indebtedness outstanding at such time. If a Change of Control were to occur,
there can be no assurance that the Company would have sufficient funds to pay
the redemption price for all the New Preferred Stock that the Company might be
required to redeem. Moreover, as of the date of this Prospectus, after giving
effect to the sale of the New Preferred Stock and the application of the
proceeds therefrom, the Company would not have sufficient funds available to
redeem all the New Preferred Stock pursuant to a Change of Control Offer. In
the event that the Company is required to redeem the New Preferred Stock
pursuant to a Change of Control Offer, the Company expects that it would need
to seek third-party financing to the extent it does not have available funds to
meet its redemption obligations. However, there can be no assurance that the
Company would be able to obtain such financing on favorable terms, if at all.
In addition, the Credit Agreement, the Existing Indenture and the Existing
Preferred Stock restrict the Company's ability to redeem the New Preferred
Stock, including pursuant to a Change of Control Offer. See "Description of
Indebtedness" and "Description of Capital Stock -- Existing Preferred Stock."

None of the provisions in the Certificate of Designation relating to a
repurchase upon a Change of Control is waivable by the Board of Directors of
the Company.

CERTAIN COVENANTS

Limitation on Incurrence of Additional Indebtedness. The Company will
not, and will not permit any Restricted Subsidiary of the Company to, directly
or indirectly, incur any Indebtedness (including Acquired Indebtedness) other
than Permitted Indebtedness. Notwithstanding the foregoing limitation, the
Company and its Restricted Subsidiaries may incur Indebtedness if on the date
of the incurrence of such Indebtedness (i) no Voting Rights Triggering Event
shall have occurred and be continuing or shall occur as a consequence thereof
and (ii) after giving effect to the incurrence of such Indebtedness and the
receipt and application of the proceeds thereof, the ratio of the Company's
total Indebtedness to the Company's Adjusted EBITDA (determined on a pro forma
basis for the last four full fiscal quarters of the Company for which financial
statements are available at the date of determination) is less than 7.0 to 1;
provided, however, that if the Indebtedness which is the subject of a
determination under this provision is Acquired Indebtedness, or Indebtedness
incurred in connection with the simultaneous acquisition of any Person,
business, property or assets, then such ratio shall be determined by giving
effect (on a pro forma basis, as if the transaction had occurred at the
beginning of the four quarter period) to both the incurrence or assumption of
such Acquired Indebtedness or such other Indebtedness by the Company and the
inclusion in the Company's Adjusted EBITDA of the Consolidated EBITDA of the
acquired Person, business, property or assets; and provided, further, that in
the event that the Consolidated EBITDA of the acquired Person, business,
property or assets reflects an operating loss, no amounts shall be deducted
from the Company's Adjusted EBITDA in making the determinations described
above.

Limitation on Restricted Payments. (a) The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly, make
any Restricted Payment if at the time of such Restricted Payment and
immediately after giving effect thereto:

(i) any Voting Rights Triggering Event shall have occurred
and be continuing; or

(ii) the Company could not incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with
the "Limitation on Incurrence of Additional Indebtedness" covenant; or

(iii) the aggregate amount of Restricted Payments declared or
made after the Issue Date (the amount expended for such purposes, if
other than in cash, being the fair market value of such property as
determined by the Board of Directors of the Company in good faith)
exceeds the sum of (a) 100% of the Company's Cumulative EBITDA minus
1.4 times the Company's Cumulative Consolidated Interest

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Expense, plus (b) 100% of the aggregate Net Proceeds and the fair
market value of securities or other property received by the Company
from the issue or sale, after the Issue Date, of Capital Stock (other
than Disqualified Capital Stock of the Company issued to any
Restricted Subsidiary of the Company) of the Company or any
Indebtedness or other securities of the Company convertible into or
exercisable or exchangeable for Capital Stock (other than Disqualified
Stock) of the Company which have been so converted or exercised or
exchanged, as the case may be, plus (c) $10,000,000.

Limitations on Transactions with Affiliates. The Company will not,
and will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into or suffer to exist any transaction or series or related
transactions (including, without limitation, the sale, purchase, exchange or
lease of assets, property or services) with any Affiliate (including entities
in which the Company or any of its Restricted Subsidiaries owns a minority
interest) or holder of 10% or more of the Company's Common Stock (an "Affiliate
Transaction") or extend, renew, waive or otherwise modify the terms of any
Affiliate Transaction entered into prior to the Issue Date unless (i) such
Affiliate Transaction is between or among the Company and its Wholly-Owned
Subsidiaries; or (ii) the terms of such Affiliate Transaction are fair and
reasonable to the Company or such Restricted Subsidiary, as the case may be,
and the terms of such Affiliate Transaction are at least as favorable as the
terms which could be obtained by the Company or such Restricted Subsidiary, as
the case may be, in a comparable transaction made on an arm's-length basis
between unaffiliated parties. In any Affiliate Transaction involving an amount
or having a value in excess of $1 million which is not permitted under clause
(i) above, the Company must obtain a Board Resolution certifying that such
Affiliate Transaction complies with clause (ii) above. In transactions with a
value in excess of $5 million which are not permitted under clause (i) above,
the Company must obtain a written opinion as to the fairness of such a
transaction from an independent investment banking firm.

The foregoing provisions will not apply to (i) any Restricted Payment
that is not prohibited by the provisions described under "-- Limitation on
Restricted Payments" contained herein, (ii) any transaction approved by the
Board of Directors of the Company with an officer or director of the Company or
of any Subsidiary in his or her capacity as officer or director entered into in
the ordinary course of business, including compensation and employee benefit
arrangements with any officer or director of the Company or of any Subsidiary
that are customary for public companies in the broadcasting industry, or (iii)
modifications of the Existing Preferred Stock.

Merger, Consolidation and Sale of Assets. Without the affirmative
vote of the holders of a majority of the issued and outstanding shares of New
Preferred Stock, voting or consenting, as the case may be, as a separate class,
the Company will not, in a single transaction or a series of related
transactions, consolidate with or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets to, another Person or adopt a plan of liquidation unless (i) either (1)
the Company is the surviving or continuing Person or (2) the Person (if other
than the Company) formed by such consolidation or into which the Company is
merged or the Person that acquires by conveyance, transfer or lease the
properties and assets of the Company substantially as

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an entirety or, in the case of a plan of liquidation, the Person to which
assets of the Company have been transferred shall be a corporation, partnership
or trust organized and existing under the laws of the United States or any
State thereof or the District of Columbia; (ii) the New Preferred Stock shall
be converted into or exchanged for and shall become shares of such successor,
transferee or resulting Person, having in respect of such successor, transferee
or resulting Person the same powers, preferences and relative participating,
optional or other special rights and the qualifications, limitations or
restrictions thereon, that the New Preferred Stock had immediately prior to
such transaction; (iii) immediately after giving effect to such transaction and
the use of the proceeds therefrom (on a pro forma basis, including giving
effect to any Indebtedness incurred or anticipated to be incurred in connection
with such transaction), the Company (in the case of clause (1) of the foregoing
clause (i)) or such Person (in the case of clause (2) of the foregoing clause
(i)) shall be able to incur $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with the "Limitation on Incurrence of
Additional Indebtedness" covenant; (iv) immediately after giving effect to such
transactions, no Voting Rights Triggering Event shall have occurred or be
continuing; and (v) the Company shall have delivered to the Transfer Agent for
the New Preferred Stock prior to the consummation of the proposed transaction
an officers' certificate and an opinion of counsel, each stating that such
consolidation, merger or transfer complies with the Certificate of Designation
and that all conditions precedent in the Certificate of Designation relating to
such transaction have been satisfied. For purposes of the foregoing, the
transfer (by lease, assignment, sale or otherwise, in a single transaction or
series of related transactions) of all or substantially all of the properties
and assets of one or more Subsidiaries, the Capital Stock of which constitutes
all or substantially all of the properties or assets of the Company, will be
deemed to be the transfer of all or substantially all of the properties and
assets of the Company.

Limitation on Preferred Stock of Restricted Subsidiaries. The Company
will not permit any Restricted Subsidiary to issue any Preferred Stock (except
to the Company or to a Restricted Subsidiary) or permit any Person (other than
the Company or a Restricted Subsidiary) to hold any such Preferred Stock unless
the Company or such Restricted Subsidiary would be entitled to incur or assume
Indebtedness in compliance with the "Limitation on Incurrence of Additional
Indebtedness" covenant in an aggregate principal amount equal to the aggregate
liquidation value of the Preferred Stock to be issued.

Transfer Agent and Registrar. [ ] is the transfer agent (the
"Transfer Agent") and registrar for the New Preferred Stock.

Reports. The Company will provide to the holders of New Preferred
Stock, within 15 days after it files them with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which the Company files with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act. In the event that the Company is no
longer required to furnish such reports to its securityholders pursuant to the
Exchange Act, the Company will cause its consolidated financial statements,
comparable to those that would have been required to appear in annual or
quarterly reports, to be delivered to the holders of New Preferred Stock.

THE EXCHANGE DEBENTURES

The Exchange Debentures, if issued, will be issued under an Exchange
Indenture (the "Exchange Indenture"), to be dated as of [ ], 1996
between the Company, the Guarantors and [ ], as Trustee (the
"Trustee"). A copy of the form of Exchange Indenture has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part. The
following summary of certain provisions of the Exchange Indenture does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, the Trust Indenture Act of 1939, as amended, as in effect on the
date of the Exchange Indenture (the "TIA"), and to all of the provisions of the
Exchange Indenture, including the definitions of certain terms therein and
those terms made a part of the Exchange Indenture by reference to the TIA as in
effect on the date of the Exchange Indenture. The definitions of certain
capitalized terms used in the following summary are set forth under "-- Certain
Definitions" below. The Credit Agreement, the Existing Indenture and the
Existing Preferred Stock restrict the Company's ability to issue the

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Exchange Debentures. See "Description of Indebtedness" and "Description of
Capital Stock -- Existing Preferred Stock."

The Exchange Debentures will be general unsecured obligations of the
Company and will be limited in aggregate principal amount to the liquidation
preference of the New Preferred Stock, plus, without duplication, accumulated
and unpaid dividends, on the date or dates on which it is exchanged for
Exchange Debentures of the New Preferred Stock into Exchange Debentures (plus
any additional Exchange Debentures issued in lieu of cash interest as described
herein). The Exchange Debentures will be issued in fully registered form only,
in denominations of $1,000 and integral multiples thereof (other than as
described in "-- The New Preferred Stock -- Exchange" or with respect to
additional Exchange Debentures issued in lieu of cash interest as described
herein). The Exchange Debentures will be subordinated to all existing and
future Senior Debt of the Company and will rank pari passu with the Company's
Existing Notes.

Principal of, premium, if any, and interest on the Exchange Debentures
will be payable, and the Exchange Debentures may be presented for registration
of transfer or exchange at the office of the Paying Agent and Registrar. At
the Company's option, interest, to the extent paid in cash, may be paid by
check mailed to the registered address of holders of the Exchange Debentures as
shown on the register for the Exchange Debentures. The Trustee will initially
act as Paying Agent and Registrar. The Company may change any Paying Agent and
Registrar without prior notice to holders of the Exchange Debentures. Holders
of the Exchange Debentures must surrender Exchange Debentures to the Paying
Agent to collect principal payments.

The Exchange Debentures will mature on October 31, 2006. Each
Exchange Debenture will bear interest at the rate of % per annum from the
Exchange Date or from the most recent interest payment date to which interest
has been paid or provided for or, if no interest has been paid or provided for,
from the Exchange Date. Interest will be payable semi-annually in cash (or, on
or prior to October 31, 2002, in additional Exchange Debentures, at the option
of the Company) in arrears on each April 30 and October 31, commencing with the
first such date after the Exchange Date. Interest on the Exchange Debentures
will be computed on the basis of a 360-day year comprised of twelve 30-day
months and the actual number of days elapsed.

OPTIONAL REDEMPTION

The Exchange Debentures will be redeemable, at the Company's option,
in whole at any time or in part from time to time, on and after October 31,
2001 at the following redemption prices (expressed as percentages of the
principal amount) if redeemed during the twelve-month period commencing on
October 31 of the year set forth below, plus, in each case, accrued interest
thereon to the date of redemption:

In addition, on or prior to October 31, 1999, the Company may, at its
option, use the Net Proceeds of either or both of one or more Public Equity
Offerings or Major Asset Sales to redeem for cash up to an aggregate of 35% of
the aggregate principal amount of the Exchange Debentures whether initially
issued or issued in payment of interest obligations thereon at a redemption
price equal to [ ]% of the aggregate principal amount so redeemed during the
12- month period commencing on October 31, 1996, [ ]% of the aggregate
principal amount so redeemed during the 12-month period commencing on October
31, 1997 and [ ]% of the aggregate principal amount so redeemed during the
12-month period commencing on October 31, 1998, plus, in each case, accrued
interest to the redemption date; provided, however, that after any such
redemption, the aggregate principal amount

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of Exchange Debentures outstanding must equal at least $75 million. Any such
redemption will be required to occur on or prior to 90 days after the receipt
by the Company of the proceeds of each Public Equity Offering or Major Asset
Sale.

The Credit Agreement restricts the Company's ability to optionally
redeem the Exchange Debentures. See "Description of Indebtedness."

CHANGE OF CONTROL

Upon the occurrence of a Change of Control, each holder will have the
right to require that the Company repurchase all or a portion of such holder's
Exchange Debentures pursuant to the offer described below (the "Change of
Control Offer"), at a purchase price equal to 101% of the principal amount
thereof plus accrued interest, if any, to the Change of Control Payment Date.

The Exchange Indenture will provide that, prior to the mailing of the
notice referred to below, but in any event within 30 days following the date on
which a Change of Control occurs, the Company covenants that if the purchase of
the Exchange Debentures would violate or constitute a default under the Credit
Agreement or any other then outstanding Senior Debt, then the Company will, to
the extent needed to permit such purchase of Exchange Debentures, either (i)
repay in full all Indebtedness under the Credit Agreement and such Senior Debt
(and terminate all commitments thereunder) or (ii) obtain the requisite
consents under the Credit Agreement and the instrument governing such Senior
Debt to permit the repurchase of the Exchange Debentures as provided below.
The Company will first comply with the covenant in the preceding sentence
before it will be required to repurchase Exchange Debentures pursuant to the
provisions described below; provided that the Company's failure to comply with
the covenant described in the preceding sentence will constitute an Event of
Default described in clause (iii) under "Events of Default" below.

Within 30 days following the date upon which a Change of Control
occurs, the Company must send, by first class mail, a notice to each holder of
record of the Exchange Debentures, with a copy to the Trustee, which notice
shall govern the terms of the Change of Control Offer. Such notice will state,
among other things, the purchase date, which must be no earlier than 30 days
nor later than 45 days from the date such notice is mailed, other than as may
be required by law (the "Change of Control Payment Date"). Holders electing to
have an Exchange Debenture purchased pursuant to a Change of Control Offer will
be required to surrender the Exchange Debenture, properly endorsed for transfer
together with such other customary documents as the Company may reasonably
request, to the Paying Agent at the address specified in the notice prior to
the close of business on the business day prior to the Change of Control
Payment Date.

The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the purchase
of Exchange Debentures pursuant to a Change of Control Offer.

This "Change of Control" covenant will not apply in the event of (a)
changes in a majority of the Board of Directors of the Company in certain
instances as contemplated by the definition of "Change of Control" and (b)
certain transactions with Permitted Holders. In addition, this covenant is not
intended to afford holders of Exchange Debentures protection in the event of
certain highly leveraged transactions, reorganizations, restructurings, mergers
and other similar transactions that might adversely affect the holders of
Exchange Debentures, but would not constitute a Change of Control. The Company
could, in the future, enter into certain transactions, including certain
recapitalizations of the Company, that would not constitute a Change of
Control, but would increase the amount of Indebtedness outstanding at such
time. If a Change of Control were to occur, there can be no assurance that the
Company would have sufficient funds to pay the purchase price for all Exchange
Debentures and Existing Notes that the Company might be required to purchase.
Moreover, as of the date of this Prospectus, after giving effect to the sale of
the New Preferred Stock and the application of the proceeds therefrom, the
Company would not have sufficient funds available to purchase all the Exchange
Debentures, assuming they had been issued,

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pursuant to a Change of Control Offer. In the event that the Company were
required to purchase Exchange Debentures pursuant to a Change of Control Offer,
the Company expects that it would need to seek third-party financing to the
extent it does not have available funds to meet its purchase obligations.
However, there can no assurance that the Company would be able to obtain such
financing on favorable terms, if at all. In addition, the Credit Agreement
restricts the Company's ability to repurchase the Exchange Debentures,
including pursuant to a Change of Control Offer. See "Description of
Indebtedness."

None of the provisions in the Exchange Indenture relating to a
repurchase upon a Change of Control is waivable by the Board of Directors of
the Company. In addition, the Trustee may not waive the right of any holder of
the Exchange Debentures to redeem its Exchange Debentures upon a Change of
Control, except to the extent the Trustee is acting at the direction of the
holders of the Exchange Debentures then outstanding.

SUBORDINATION

The Obligations represented by the Exchange Debentures are, to the
extent and in the manner provided in the Exchange Indenture, subordinated in
right of payment to the prior indefeasible payment and satisfaction in full in
cash of all existing and future Senior Debt of the Company.

In the event of any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, arrangement, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or to its
creditors, as such, or to its assets, whether voluntary or involuntary, or any
liquidation, dissolution or other winding-up of the Company, whether voluntary
or involuntary and whether or not involving insolvency or bankruptcy, or any
general assignment for the benefit of creditors or other marshalling of assets
or liabilities of the Company (except in connection with the merger or
consolidation of the Company or its liquidation or dissolution following the
transfer of substantially all of its assets, upon the terms and conditions
permitted under the circumstances described under "-- Merger, Consolidation and
Sale of Assets") (all of the foregoing referred to herein individually as a
"Bankruptcy Proceeding" and collectively as "Bankruptcy Proceedings"), the
holders of Senior Debt of the Company will be entitled to receive payment and
satisfaction in full in cash of all amounts due on or in respect of all Senior
Debt of the Company before the holders of the Exchange Debentures are entitled
to receive or retain any payment or distribution of any kind on account of the
Exchange Debentures. In the event that, notwithstanding the foregoing, the
Trustee or any holder of Exchange Debentures receives any payment or
distribution of assets of the Company of any kind, whether in cash, property or
securities, including, without limitation, by way of set-off or otherwise, in
respect of the Exchange Debentures before all Senior Debt of the Company is
paid and satisfied in full in cash, then such payment or distribution will be
held by the recipient in trust for the benefit of holders of Senior Debt and
will be immediately paid over or delivered to the holders of Senior Debt or
their representative or representatives to the extent necessary to make payment
in full of all Senior Debt remaining unpaid, after giving effect to any
concurrent payment or distribution, or provision therefor, to or for the
holders of Senior Debt. By reason of such subordination, in the event of
liquidation or insolvency, creditors of the Company who are holders of Senior
Debt may recover more, ratably, than other creditors of the Company, and
creditors of the Company who are not holders of Senior Debt or of the Exchange
Debentures may recover more, ratably, than the holders of the Exchange
Debentures.

No payment or distribution of any assets or securities of the Company
or any Restricted Subsidiary of any kind or character (including, without
limitation, cash, property and any payment or distribution which may be payable
or deliverable by reason of the payment of any other Indebtedness of the
Company being subordinated to the payment of the Exchange Debentures by the
Company) may be made by or on behalf of the Company or any Restricted
Subsidiary, including, without limitation, by way of set-off or otherwise, for
or on account of the Exchange Debentures, or for or on account of the purchase,
redemption or other acquisition of the Exchange Debentures, and neither the
Trustee nor any holder or owner of any Exchange Debentures shall take or
receive from the Company or any Restricted Subsidiary, directly or indirectly
in any manner, payment in respect of all or any portion of Exchange Debentures
following the delivery by the representative of the holders of Designated
Senior Debt (the "Representative") to the Trustee of written notice of the
occurrence of a Payment Default, and in any such

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event, such prohibition shall continue until such Payment Default is cured,
waived in writing or ceases to exist. At such time as the prohibition set
forth in the preceding sentence shall no longer be in effect, subject to the
provisions of the following paragraph, the Company shall resume making any and
all required payments in respect of the Exchange Debentures, including any
missed payments.

Upon the occurrence of a Non-Payment Event of Default on Designated
Senior Debt, no payment or distribution of any assets of the Company of any
kind may be made by the Company, including, without limitation, by way of
set-off or otherwise, on account of the Exchange Debentures, or on account of
the purchase or redemption or other acquisition of Exchange Debentures, for a
period (a "Payment Blockage Period") commencing on the date of receipt by the
Trustee of written notice from the Representative of such Non-Payment Event of
Default unless and until (subject to any blockage of payments that may then be
in effect under the preceding paragraph) the earliest of (x) more than 179 days
shall have elapsed since receipt of such written notice by the Trustee, (y)
such Non-Payment Event of Default shall have been cured or waived in writing or
shall have ceased to exist or such Designated Senior Debt shall have been paid
in full or (z) such Payment Blockage Period shall have been terminated by
written notice to the Company or the Trustee from such Representative, after
which, in the case of clause (x), (y) or (z), the Company shall resume making
any and all required payments in respect of the Exchange Debentures, including
any missed payments. Notwithstanding any other provision of the Exchange
Indenture, in no event shall a Payment Blockage Period commenced in accordance
with the provisions of the Exchange Indenture described in this paragraph
extend beyond 179 days from the date of the receipt by the Trustee of the
notice referred to above (such period, an "Initial Blockage Period"). Any
number of additional Payment Blockage Periods may be commenced during the
Initial Blockage Period; provided, however, that no such additional Payment
Blockage Period shall extend beyond the Initial Blockage Period. After the
expiration of the Initial Blockage Period, no Payment Blockage Period may be
commenced until at least 180 consecutive days have elapsed from the last day of
the Initial Blockage Period. Notwithstanding any other provision of the
Exchange Indenture, no Non-Payment Event of Default with respect to Designated
Senior Debt which existed or was continuing on the date of the commencement of
any Payment Blockage Period initiated by the Representative shall be, or be
made, the basis for the commencement of a second Payment Blockage Period
initiated by the Representative, whether or not within the Initial Blockage
Period, unless such Non-Payment Event of Default shall have been waived for a
period of not less than 90 consecutive days.

Each Guarantee will, to the extent set forth in the Exchange
Indenture, be subordinated in right of payment to the prior payment in full of
all Senior Debt of the respective Guarantor, including obligations of such
Guarantor with respect to the Credit Agreement (including any guarantee
thereof) to the extent then existing, and will be subject to the rights of
holders of Designated Senior Debt of such Guarantor to initiate blockage
periods, upon terms substantially comparable to the subordination of the
Exchange Debentures to all Senior Debt of the Company.

If the Company or any Guarantor fails to make any payment on the
Exchange Debentures or any Guarantee, as the case may be, when due or within
any applicable grace period, whether or not on account of payment blockage
provisions, such failure would constitute an Event of Default under the
Exchange Indenture and would enable the holders of the Exchange Debentures to
accelerate the maturity thereof. See "-- Events of Default."

A holder of Exchange Debentures by his acceptance of Exchange
Debentures agrees to be bound by such provisions and authorizes and expressly
directs the Trustee, on his behalf, to take such action as may be necessary or
appropriate to effectuate the subordination provided for in the Indenture and
appoints the Trustee his attorney-in-fact for such purpose.

GUARANTEES

The Exchange Debentures are guaranteed on a senior subordinated basis
by the Guarantors. All payments pursuant to the Guarantees by the Guarantors
are subordinated in right of payment to the prior payment in full of all Senior
Debt of the Guarantor, to the same extent and in the same manner that all
payments pursuant to the Exchange Debentures are subordinated in right of
payment to the prior payment in full of all Senior Debt of the Company.

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The obligations of each Guarantor are limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor (including, without limitation, any guarantees of Senior Debt) and
after giving effect to any collections from or payments make by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
its Guarantee or pursuant to its contribution obligations under the Exchange
Indenture, result in the obligations of such Guarantor under the Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law. Each Guarantor that makes a payment or distribution under a
Guarantee shall be entitled to contribution from each other Guarantor in a pro
rata amount based on the Adjusted Net Assets of each Guarantor.

A Guarantor shall be released from all of its obligations under its
Guarantee if all or substantially all of its assets are sold or all of its
Capital Sock is sold, in each case in a transaction in compliance with the
covenant described under "-- Limitation on Certain Asset Sales," or the
Guarantor merges with or into or consolidates with, or transfers all or
substantially all of its assets to, the Company or another Guarantor in a
transaction in compliance with "-- Merger, Consolidation and Sale of Assets,"
and such Guarantor has delivered to the Trustee an officers' certificate and an
opinion of counsel, each stating that all conditions precedent herein provided
for relating to such transaction have been complied with.

CERTAIN COVENANTS

The Exchange Indenture will contain, among others, the following
covenants:

Limitation on Incurrence of Additional Indebtedness. The Company will
not, and will not permit any Restricted Subsidiary of the Company to, directly
or indirectly incur any Indebtedness (including Acquired Indebtedness) other
than Permitted Indebtedness. Notwithstanding the foregoing limitations, the
Company and its Restricted Subsidiaries may incur Indebtedness if (a) after
giving effect to the incurrence of such Indebtedness and the receipt and
application of the proceeds thereof, the ratio of the Company's total
Indebtedness to the Company's Adjusted EBITDA (determined on a pro forma basis
for the last four full fiscal quarters of the Company for which financial
statements are available at the date of determination) is less than 7.0 to 1;
provided, however, that if the Indebtedness which is the subject of a
determination under this provision is Acquired Indebtedness, or Indebtedness
incurred in connection with the simultaneous acquisition of any Person,
business, property or assets, then such ratio shall be determined by giving
effect (on a pro forma basis, as if the transaction had occurred at the
beginning of the four quarter period) to both the incurrence or assumption of
such Acquired Indebtedness or such other Indebtedness by the Company and the
inclusion in the Company's Adjusted EBITDA of the Consolidated EBITDA of the
acquired Person, business, property or assets; and provided, further, that in
the event that the Consolidated EBITDA of the acquired Person, business,
property or assets reflects an operating loss, no amounts shall be deducted
from the Company's Adjusted EBITDA in making the determinations described above
and (b) no Default or Event of Default shall have occurred and be continuing at
the time or as a consequence of the incurrence of such Indebtedness.

Limitation on Restricted Payments. (a) The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
make any Restricted Payment if at the time of such Restricted Payment and
immediately after giving effect thereto:

(i) any Default or Event of Default shall have occurred and
be continuing; or

(ii) the Company could not incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with
the "Limitation on Incurrence of Additional Indebtedness" covenant; or

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(b) Notwithstanding the foregoing, these provisions will not
prohibit: (1) the payment of any dividend or the making of any distribution
within 60 days after the date of its declaration if such dividend or
distribution would have been permitted on the date of declaration; (2) the
purchase, redemption or other acquisition or retirement of any Capital Stock of
the Company or any warrants, options or other rights to acquire shares of any
class of such Capital Stock either (x) solely in exchange for shares of
Qualified Capital Stock or other rights to acquire Qualified Capital Stock or
(y) through the application of the Net Proceeds of a substantially concurrent
sale for cash (other than to a Restricted Subsidiary of the Company) of shares
of Qualified Capital Stock or warrants, options or other rights to acquire
Qualified Capital Stock; (3) the acquisition of Indebtedness of the Company
that is subordinate or junior in right of payment to the Exchange Debentures
either (x) solely in exchange for shares of Qualified Capital Stock (or
warrants, options or other rights to acquire Qualified Capital Stock) or for
Indebtedness of the Company that is subordinate or junior in right of payment
to the Exchange Debentures, at least to the extent that the Indebtedness being
acquired is subordinated to the Exchange Debentures and has a Weighted Average
Life to Maturity no less than that of the Indebtedness being acquired or (y)
through the application of the Net Proceeds of a substantially concurrent sale
for cash (other than to a Restricted Subsidiary of the Company) of shares of
Qualified Capital Stock (or warrants, options or other rights to acquire
Qualified Capital Stock) or Indebtedness of the Company which is subordinate or
junior in right of payment to the Exchange Debentures, at least to the extent
that the Indebtedness being acquired is subordinated to the Exchange Debentures
and has a Weighted Average Life to Maturity no less than that of the
Indebtedness being refinanced; (4) the retirement of the New Preferred Stock in
accordance with the optional and mandatory redemption and put provisions as in
effect on the Issue Date and the payment of cash dividends on the New Preferred
Stock; or (5) beginning December 31, 1999, and as long as no Default or Event
of Default shall have occurred and be continuing, the payment of cash dividends
on the Existing Preferred Stock at times and in amounts no less favorable to
holders of the Exchange Debentures than such provisions as are in effect in the
related certificate of designations on the Issue Date; provided, however, that
any cash dividends paid with respect to the Existing Preferred Stock shall
reduce amounts otherwise available for Restricted Payments.

Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an officers' certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by the covenant "Limitation on Restricted Payments" were
computed, which calculations may be based upon the Company's latest available
financial statements, and that no Default or Event of Default exists and is
continuing and no Default or Event of Default will occur immediately after
giving effect to any Restricted Payments.

Limitations on Transactions with Affiliates. The Company will not,
and will not cause or permit any or its Restricted Subsidiaries to, directly or
indirectly, enter into or suffer to exist any transaction or series of related
transactions (including, without limitation, the sale, purchase, exchange or
lease of assets, property or services) with any Affiliate (including entities
in which the Company or any of its Restricted Subsidiaries own a minority
interest) or holder of 10% or more of the Company's Common Stock (an "Affiliate
Transaction") or extend, renew, waive or otherwise modify the terms of any
Affiliate Transaction entered into prior to the Issue Date unless (i) such
Affiliate Transaction is between or among the Company and its Wholly-Owned
Subsidiaries; or (ii) the terms of such Affiliate Transaction is fair and
reasonable to the Company or such Restricted Subsidiaries, as the case may be,
and the terms of such Affiliate Transaction are at least as favorable as the
terms which could be obtained by the Company or such Restricted Subsidiary, as
the case may be, in a comparable transaction made on an arm's-length basis
between unaffiliated parties. In any Affiliate Transaction involving an amount
or having a value in excess of $1 million which is not permitted under clause
(i) above, the Company must obtain a resolution of the board of directors
certifying that such Affiliate Transaction complies with clause (ii) above. In
transactions with a value in

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excess of $5 million which are not permitted under clause (i) above, the
Company must obtain a written opinion as to the fairness of such a transaction
from an independent investment banking firm.

The foregoing provisions will not apply to (i) any Restricted Payment
that is not prohibited by the provisions described under "-- Limitation on
Restricted Payments" contained herein, (ii) any transaction, approved by the
board of directors of the Company, with an officer or director of the Company
or of any Subsidiary in his or her capacity as officer of director entered into
in the ordinary course of business, including compensation and employee benefit
arrangements with any officer or director of the Company or of any Subsidiary
that are customary for public companies in the broadcasting industry or (iii)
modifications of the Existing Preferred Stock.

Limitation on Certain Asset Sales. The Company will not, and will not
cause or permit any of its Restricted Subsidiaries to, consummate an Asset Sale
unless (i) the Company or such Restricted Subsidiary, as the case may be,
receives consideration at least equal to the fair market value thereof on the
date the Company or Restricted Subsidiary (as applicable) entered into the
agreement to consummate such Asset Sale (as determined in good faith by the
Company's Board of Directors, and evidenced by a Board Resolution); (ii) not
less than 75% of the consideration received by the Company or its Subsidiaries,
as the case may be, is in the form of cash or Cash Equivalents other than in
the case where the Company is exchanging all or substantially all of the assets
of one or more media properties operated by the Company (including by way of
the transfer of capital stock) for all or substantially all of the assets
(including by way of the transfer of capital stock) constituting one or more
media properties operated by another Person provided that no more than 25% of
the consideration received by the Company in such exchange is other than in the
form of cash or Cash Equivalents; and (iii) the Asset Sale Proceeds received by
the Company or such Restricted Subsidiary are applied (a) first, to the extent
the Company elects, or is required, to prepay, repay or purchase Indebtedness
under any then existing Senior Debt of the Company or any Restricted Subsidiary
within 180 days following the receipt of the Asset Sale Proceeds from any Asset
Sale; (b) second, to the extent of the balance of Asset Sale Proceeds after
application as described above, to the extent the Company elects, to an
Investment in assets (including Capital Stock or other securities purchased in
connection with the acquisition of Capital Stock or property of another Person)
used or useful in businesses similar or ancillary to the business of the
Company or Restricted Subsidiary as conducted at the time of such Asset Sale,
provided that such Investment occurs or the Company or a Restricted Subsidiary
enters into contractual commitments to make such investment, subject only to
customary conditions (other than the obtaining of financing), on or prior to
the 181st day following receipt of such Asset Sale Proceeds (the "Reinvestment
Date") and Asset Sale Proceeds contractually committed are so applied within
360 days following the receipt of such Asset Sale Proceeds; (c) third, to make
any required Excess Proceeds Offer (as defined in the Existing Indenture) to
holders of the Existing Notes in accordance with the terms of the Existing
Indenture; and (d) fourth, to make an offer for the Exchange Debentures as
described under "-- Optional Redemption" above following a Major Asset Sale or,
if on the Reinvestment Date with respect to any Asset Sale, the Available Asset
Sale Proceeds exceed $10 million, the Company shall apply an amount equal to
such Available Asset Sale Proceeds to an offer to repurchase the Exchange
Debentures, at a purchase price in cash equal to 100% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of repurchase (an
"Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed,
the Company may retain the portion of the Available Asset Sale Proceeds not
required to repurchase Exchange Debentures.

If the Company is required to make an Excess Proceeds Offer, the
Company shall mail, within 30 days following the Reinvestment Date, a notice to
the registered holders stating, among other things: (1) that such holders have
the right to require the Company to apply the Available Asset Sale Proceeds to
repurchase such Exchange Debentures at a purchase price in cash equal to 100%
of the principal amount thereof plus accrued and unpaid interest, if any, to
the date of purchase; (2) the purchase date, which shall be no earlier than 30
days and not later than 60 days from the date such notice is mailed; (3) the
instructions, determined by the Company, that each holder must follow in order
to have such Exchange Debentures repurchased; and (4) the calculations used in
determining the amount of Available Asset Sale Proceeds to be applied to the
repurchase of such Exchange Debentures.

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Limitation on Other Senior Subordinated Debt. The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, incur, contingently or otherwise, any Indebtedness that is both (i)
subordinate in right of payment to any Senior Debt of the Company or its
Restricted Subsidiaries, as the case may be, and (ii) senior in right of
payment to the Exchange Debentures and the Guarantees, as the case may be. For
purposes of this covenant, Indebtedness is deemed to be senior in right of
payment to the Exchange Debentures and the Guarantees, as the case may be, if
it is not explicitly subordinate in right of payment to Senior Debt at least to
the same extent as the Exchange Debentures and the Guarantees, as the case may
be, are subordinate to Senior Debt.

Limitation on Creation of Subsidiaries. The Company shall not create
or acquire, nor permit any of its Restricted Subsidiaries to create or acquire,
any Subsidiary other than (i) a Restricted Subsidiary existing as of the date
of the Exchange Indenture, (ii) a Restricted Subsidiary that is acquired or
created after the date hereof, or (iii) an Unrestricted Subsidiary; provided,
however, that each Restricted Subsidiary acquired or created pursuant to clause
(ii) shall at the time it has either assets or stockholder's equity in excess
of $5,000 execute a guarantee, satisfactory in form and substance to the
Trustee (and with such documentation relating thereto as the Trustee shall
require, including, without limitation a supplement or amendment to the
Exchange Indenture and opinions of counsel as to the enforceability of such
guarantee), pursuant to which such Restricted Subsidiary shall become a
Guarantor. As of the Issue Date, the Company will have no Subsidiaries, other
than the Guarantors.

Merger, Consolidation and Sale of Assets. The Company will not and
will not cause or permit any Guarantor to, in a single transaction or series of
related transactions, consolidate with or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets to, another Person or adopt a plan of liquidation unless (i) either (1)
the Company or the Guarantor, as the case may be, is the survivor of such
merger or consolidation or (2) the surviving or transferee Person is a
corporation, partnership or trust organized and existing under the laws of the
United States, any state thereof or the District of Columbia and such surviving
or transferee Person expressly assumes by supplemental indenture all the
obligations of the Company or the Guarantor, as the case may be, under the
Exchange Debentures and the Exchange Indenture; (ii) immediately after giving
effect to such transaction and the use of proceeds therefrom (on a pro forma
basis, including any Indebtedness incurred or anticipated to be incurred in
connection with such transaction), the Company or the surviving or transferee
Person is able to incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with the "Limitation on Incurrence of Additional
Indebtedness" covenant; (iii) immediately after giving effect to such
transaction (including any Indebtedness incurred or anticipated to be incurred
in connection with the transaction) no Default or Event of Default has occurred
and is continuing; and (iv) the Company has delivered to the Trustee an
officers' certificate and opinion of counsel, each stating that such
consolidation, merger or transfer complies with the Exchange Indenture, that
the surviving Person agrees by supplemental indenture to be bound thereby, and
that all conditions precedent in the Exchange Indenture relating to such
transaction have been satisfied. For purposes of the foregoing, the transfer
(by lease, assignment, sale or otherwise, in a single transaction or series of
related transactions) of all or substantially all of the properties and assets
of one or more Subsidiaries the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company will be deemed to
be the transfer of all or substantially all of the properties and assets of the
Company.

EVENTS OF DEFAULT

The following events are defined in the Exchange Indenture as "Events
of Default": (i) the failure to pay interest on any Exchange Debentures when
the same becomes due and payable and the Default continues for a period of 30
days (whether or not such payment is prohibited by the subordination provisions
of the Exchange

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Indenture); (ii) the failure to pay the principal, or premium, if any, on any
Exchange Debentures, when such principal becomes due and payable, at maturity,
upon redemption or otherwise (whether or not such payment is prohibited by the
subordination provisions of the Exchange Indenture); (iii) a default in the
observance or performance of any other covenant or agreement contained in the
Exchange Debentures or the Exchange Indenture which default continues for a
period of 60 days after the Company receives written notice thereof specifying
the default from the Trustee or holders of at least 25% in aggregate principal
amount of outstanding Exchange Debentures; (iv) default in the payment at final
maturity of principal in an aggregate amount of $10,000,000 or more with
respect to any Indebtedness of the Company or any Restricted Subsidiary thereof
which default shall not be cured, waived or postponed pursuant to an agreement
with the holders of such Indebtedness within 60 days after written notice, or
the acceleration of any such Indebtedness aggregating $10,000,000 or more which
acceleration shall not be rescinded or annulled within 20 days after written
notice as provided in the Exchange Indenture; (v) any final judgment or
judgments which can no longer be appealed for the payment of money in excess of
$10,000,000 shall be rendered against the Company or any Restricted Subsidiary
thereof, and shall not be discharged for any period of 60 consecutive days
during which a stay of enforcement shall not be in effect; and (vi) certain
events of bankruptcy, insolvency or reorganization affecting Company or any of
its Restricted Subsidiaries.

Upon the happening of any Event of Default specified in the Exchange
Indenture, the Trustee may, and the Trustee upon the request of 25% in
principal amount of the Exchange Debentures shall or the holders of at least
25% in aggregate principal amount of outstanding Exchange Debentures may,
declare the principal of and accrued but unpaid interest, if any, on all the
Exchange Debentures to be due and payable by notice in writing to the Company
and the Trustee specifying the respective Event of Default and that it is a
"notice of acceleration" (the "Acceleration Notice"), and the same (i) shall
become immediately due and payable or (ii) if there are any amounts outstanding
under the Credit Agreement, will become due and payable upon the first to occur
of an acceleration under the Credit Agreement or 5 Business Days after receipt
by the Company and the Representative under the Credit Agreement of such
Acceleration Notice (unless all Events of Default specified in such
Acceleration Notice have been cured or waived). If an Event of Default with
respect to bankruptcy proceedings occurs and is continuing, then such amount
will ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any holder of Exchange
Debentures.

The Exchange Indenture will provide that, at any time after a
declaration of acceleration with respect to the Exchange Debentures as
described in the preceding paragraph, the holders of a majority in principal
amount of the Exchange Debentures then outstanding (by notice to the Trustee)
may rescind and cancel such declaration and its consequences if (i) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction, (ii) all existing Events of Default have been cured or
waived except nonpayment of principal or interest on the Exchange Debentures
that has become due solely by such declaration of acceleration, (iii) to the
extent the payment of such interest is lawful, interest (at the same rate
specified in the Exchange Debentures) on overdue installments of interest and
overdue principal which has become due otherwise than by such declaration of
acceleration, has been paid, (iv) the Company has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances and (v) in the event of the cure or waiver of a
Default or Event of Default of the type described in clause (vi) of the
description above of Events of Default, the Trustee has received an officers'
certificate and an opinion of counsel that such Default or Event of Default has
been cured or waived. The holders of a majority in principal amount of the
Exchange Debentures may waive any existing Default or Event of Default under
the Exchange Indenture, and its consequences, except a default in the payment
of the principal of or interest on any Exchange Debentures.

The Company will deliver to the Trustee, on or before 100 days after
the end of the Company's fiscal year and on or before 50 days after the end of
the first, second and third fiscal quarters of such years, a certificate
indicating whether the signing officers know of any Default or Event of Default
that occurred during the previous year or quarter, as the case may be, and
whether the Company has complied with its obligations under the Exchange
Indenture. In addition, the Company will be required to notify the Trustee of
the occurrence and continuation of any Default or Event of Default within five
business days after the Company becomes aware of the same.

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Subject to the provisions of the Exchange Indenture relating to the
duties of the Trustee in case an Event of Default thereunder should occur and
be continuing, the Trustee will be under no obligation to exercise any of the
rights or powers under the Exchange Indenture at the request or direction of
any of the holders of the Exchange Debentures unless such holders have offered
to the Trustee reasonable indemnity or security against any loss, liability or
expense. Subject to such provision for security or indemnification and certain
limitations contained in the Exchange Indenture, the holders of a majority in
principal amount of the outstanding Exchange Debentures have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee.

SATISFACTION AND DISCHARGE OF EXCHANGE INDENTURE; DEFEASANCE

The Exchange Indenture provides the Company may elect either (a) to
defease and be discharged from any and all obligations with respect to the
Exchange Debentures (except for the obligations to register the transfer or
exchange of such Exchange Debentures, to replace temporary or mutilated,
destroyed, lost or stolen Exchange Debentures, to maintain an office or agency
in respect of the Exchange Debentures and to hold monies for payment in trust)
("defeasance") or (b) to be released from their obligations with respect to the
Exchange Debentures under certain covenants contained in the Exchange Indenture
and described above under "-- Certain Covenants" ("covenant defeasance"), upon
the deposit with the Trustee (or other qualifying trustee), in trust for such
purpose, of money and/or U.S. Government Obligations which through the payment
of principal and interest in accordance with their terms will provide money, in
an amount sufficient to pay the principal of, premium, if any, and interest on
the Exchange Debentures on the scheduled due dates therefor or on a selected
date of redemption in accordance with the terms of the Exchange Indenture.
Such a trust may only be established if, among other things, the Company had
delivered to the Trustee an opinion of counsel (as specified in the Exchange
Indenture) (i) to the effect that neither the trust nor the Trustee will be
required to register as an investment company under the Investment Company Act
of 1940, as amended, and (ii) to the effect that holders of the Exchange
Debentures or persons in their positions will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to federal income tax on the same amount and
in the same amount and in the same manner and at the same times, as would have
been the case if such deposit, defeasance and discharge had not occurred which,
in the case of a defeasance only, must be based upon a private ruling
concerning the Exchange Debentures, a published ruling of the Internal Revenue
Service or a change in applicable federal income tax law.

REPORTS TO HOLDERS

The Company will file with the Trustee and provide to the holders of
Exchange Debentures, within 15 days after it files them with the Commission,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may by rules and regulations prescribe) which the Company files with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act. In the event
the Company is no longer required to furnish such reports to its
securityholders pursuant to Exchange Act, the Company will cause its
consolidated financial statements, comparable to those which would have been
required to appear in annual or quarterly reports, to be delivered to the
holders of the Exchange Debentures.

MODIFICATION OF THE EXCHANGE INDENTURE

From time to time, the Company, the Guarantors and the Trustee may,
without the consent of the holders of the Exchange Debentures, amend the
Exchange Indenture or the Exchange Debentures or supplement the Exchange
Indenture for certain specified purposes, including curing any ambiguity,
defect or inconsistency or making any change that does not materially and
adversely affect the rights of any of the holders. The Exchange Indenture
contains provisions permitting the Company, the Guarantors and the Trustee,
with the consent of the holders of a majority in principal amount of the
outstanding Exchange Debentures, to modify or supplement the Exchange Indenture
and the Exchange Debentures except that, without the consent of each holder of
the Exchange Debentures affected thereby, no such modification shall: (i)
reduce the amount of Exchange Debentures whose holders must

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consent to an amendment, supplement or waiver to the Exchange Indenture or the
Exchange Debentures; (ii) reduce the rate of or change the time for payment of,
interest on any Exchange Debentures; (iii) reduce the principal of or premium
on or change the stated maturity of any Exchange Debenture; (iv) make any
Exchange Debentures payable in money other than that stated in the Exchange
Debentures or change the place of payment from New York, New York; (v) change
the amount or time of any payment required by the Exchange Debentures or reduce
the premium payable upon any redemption of Exchange Debentures or change the
time before which no redemption may be made; (vi) waive a default in the
payment of principal of interest on, or redemption payment with respect to any
Exchange Debentures; or (vii) take any other action otherwise prohibited by the
Exchange Indenture to be taken without the consent of each holder affected
thereby.

The consent of holders is not necessary to approve the particular form
of any proposed amendment. It is sufficient if such consent approves the
substance of the proposed amendment.

CERTAIN DEFINITIONS

Set forth below is a summary of certain of the defined terms used in
the Certificate of Designation and the Exchange Indenture. Reference is made
to the Certificate of Designation and the Exchange Indenture for the full
definition of all such terms, as well as any other terms used herein for which
no definition is provided.

"Acquired Indebtedness" means Indebtedness of a Person (including an
Unrestricted Subsidiary) existing at the time such Person becomes a Restricted
Subsidiary or assumed in connection with the acquisition of assets from such
Person.

"Adjusted EBITDA" means, for any Person, prior to the date specified
by the Company in a written notice delivered to the Trustee of the Company's
election of its one time right to change the calculation of Adjusted EBITDA
(the "Calculation Change Notice"), the sum of (a) Consolidated EBITDA of such
Person and its Restricted Subsidiaries for the four most recent fiscal quarters
for which internal financial statements are available, minus inTV EBITDA for
the most recent four fiscal quarter period and (b) inTV EBITDA for the most
recent quarterly period, multiplied by four and, subsequent to the effective
date specified by the Company in its Calculation Change Notice, the
Consolidated EBITDA of such Person and its Restricted Subsidiaries for the four
most recent fiscal quarters for which internal financial statements are
available.

"Adjusted Net Asset" of a Guarantor at any date shall mean the lesser
of the amount by which (x) the fair value of the property of such Guarantor
exceeds the total amount of liabilities, including, without limitation,
contingent liabilities (after giving effect to all other fixed and contingent
liabilities), but excluding liabilities under the Guarantee, of such Guarantor
at such date and (y) the present fair ratable value of the assets of such
Guarantor at such date exceeds the amount that will be required to pay the
probable liability of such Guarantor on its debts (after giving effect to all
other fixed and contingent liabilities and after giving effect to any
collection from any Subsidiary of such Guarantor in respect of the obligations
of such Subsidiary under the Guarantee), excluding Indebtedness in respect of
the Guarantee, as they become absolute and matured.

"Affiliate" means, for any Person, a Person who, directly or
indirectly, through one or more intermediaries controls, or is controlled by,
or is under common control with, such other Person. The term "control" means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. With respect to the
Company, Affiliate will also include any Permitted Holders or Persons
controlled by the Permitted Holders.

"Asset Sale" means the sale, transfer or other disposition (other than
to the Company or any of its Restricted Subsidiaries) in any single transaction
or series of related transactions involving assets with a fair market value in
excess of $2,000,000 of (a) any Capital Stock of or other equity interest in
any Restricted Subsidiary of the Company other than in a transaction where the
Company or a Restricted Subsidiary receives therefor one or more

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media properties with a fair market value equal to the fair market value of the
Capital Stock issued, transferred or disposed of by the Company or the
Restricted Subsidiary (with such fair market values being determined by the
board of directors of the Company), (b) all or substantially all of the assets
of the Company or of any Restricted Subsidiary thereof, (c) real property or
(d) all or substantially all of the assets of any media property, or part
thereof, owned by the Company or any Restricted Subsidiary thereof, or a
division, line of business or comparable business segment of the Company or any
Restricted Subsidiary thereof; provided that Asset Sales shall not include
sales, leases, conveyances, transfers or other dispositions to the Company or
to a Restricted Subsidiary or to any other Person if after giving effect to
such sale, lease, conveyance, transfer or other disposition such other Person
becomes a Restricted Subsidiary, or the sale of all or substantially all of the
assets of the Company or a Restricted Subsidiary in a transaction complying
with the "Merger Consolidation and Sale of Assets" covenant, in which case only
the assets not so sold shall be deemed an Asset Sale.

"Asset Sale Proceeds" means, with respect to any Asset Sale, (i) cash
received by the Company or any Restricted Subsidiary from such Asset Sale
(including cash received as consideration for the assumption of liabilities
incurred in connection with or in anticipation of such Asset Sale), after (a)
provision for all income or other taxes measured by or resulting from such
Asset Sale, (b) payment of all brokerage commissions, underwriting, accounting,
legal and other fees and expenses related to such Asset Sale, (c) provision for
minority interest holders in any Restricted Subsidiary as a result of such
Asset Sale and (d) deduction of appropriate amounts to be provided by the
Company or a Restricted Subsidiary as a reserve, in accordance with GAAP,
against any liabilities associated with the assets sold or disposed of in such
Asset Sale and retained by the Company or a Restricted Subsidiary after such
Asset Sale, including, without limitation, pension and other post-employment
benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations associated with the assets sold or disposed of
in such Asset Sale, and (ii) promissory notes and other non-cash consideration
received by the Company or any Restricted Subsidiary from such Asset Sale or
other disposition upon the liquidation or conversion of such notes or non-cash
consideration into cash.

"Available Asset Sale Proceeds" means, with respect to any Asset Sale,
the aggregate Asset Sale Proceeds from such Asset Sales that have not been
applied in accordance with clause (iii)(a), (b) or (c) and which has not yet
been the subject of an Excess Proceeds Offer in accordance with clause (iii)(d)
of the first paragraph of "-- Exchange Debentures -- Certain Covenants --
Limitation on Certain Asset Sales."

"Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated) of capital stock, including each class of common stock and
preferred stock of such Person and (ii) with respect to any Person that is not
a corporation, any and all partnership or other equity interests of such
Person.

"Capitalized Lease Obligation" means, as to any Person, the obligation
of such Person to pay rent or other amounts under a lease to which such Person
is a party that is required to be classified and accounted for as capital lease
obligations under GAAP and, for purposes of this definition, the amount of such
obligations at any date shall be the capitalized amount of such obligations at
such date, determined in accordance with GAAP.

"Cash Equivalents" means (i) marketable direct obligations issued by,
or unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either Standard & Poor's Corporation ("S&P") or Moody's
Investors Service, Inc. ("Moody's"); (iii) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of
acquisition, having a rating of at least A-1 from S&P or at least P-1 from
Moody's; (iv) certificates of deposit or bankers' acceptances maturing within
one year from the date of acquisition thereof issued by any commercial bank
organized under the laws of the United States of America or any state thereof
or the District of Columbia or any U.S. branch of a foreign bank having at the
date of acquisition thereof

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combined capital and surplus of not less than $250,000,000; (v) repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clause (i) above entered into with any bank meeting
the qualifications specified in clause (iv) above; and (vi) investments in
money market funds which invest substantially all their assets in securities of
the types described in clauses (i) through (v) above.

A "Change of Control" of the Company will be deemed to have occurred
at such time as (i) any Person (including a Person's Affiliates), other than a
Permitted Holder, becomes the beneficial owner (as defined under Rule 13d-3 or
any successor rule or regulation promulgated under the Exchange Act) of 50% or
more of the total voting power of the Company's Common Stock, (ii) any Person
(including a Person's Affiliates), other than a Permitted Holder, becomes the
beneficial owner of more than 33 1/3% of the total voting power of the
Company's Common Stock, and the Permitted Holders beneficially own, in the
aggregate, a lesser percentage of the total voting power of the Common Stock of
the Company than such other Person and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company, (iii) there shall be
consummated any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which the Common
Stock of the Company would be converted into cash, securities or other
property, other than a merger or consolidation of the Company in which the
holders of the Common Stock of the Company outstanding immediately prior to the
consolidation or merger hold, directly or indirectly, at least a majority of
the voting power of the Common Stock of the surviving corporation immediately
after such consolidation or merger, (iv) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election by
such Board of Directors or whose nomination for election by the shareholders of
the Company has been approved by a majority of the directors then still in
office who either were directors at the beginning of such period or whose
election or recommendation for election was previously so approved) cease to
constitute a majority of the Board of Directors of the Company or (v) any
"change in control" occurs (as defined at such time) with respect to the
Existing Preferred Stock or any issue of Disqualified Capital Stock.

"Common Stock" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting) of, such Person's common stock, whether outstanding on
the Issue Date or issued after the Issue Date, and includes, without
limitation, all series and classes of such common stock.

"Consolidated EBITDA" means, for any Person, for any period, an amount
equal to (a) the sum of Consolidated Net Income for such period, plus, to the
extent deducted from the revenues of such Person in determining Consolidated
Net Income, (i) the provision for taxes for such period based on income or
profits and any provision for taxes utilized in computing a loss in
Consolidated Net Income above, plus (ii) Consolidated Interest Expense, net of
interest income earned on cash or cash equivalents for such period, and time
brokerage fees relating to financing of radio or television stations which the
Company has an agreement or option to acquire (including, for this purpose,
dividends on the Existing Preferred Stock outstanding on the Issue Date and any
Redeemable Dividends in each case only to the extent that such dividends were
deducted in determining Net Income), plus (iii) depreciation for such period on
a consolidated basis, plus (iv) amortization of intangibles and broadcast
program licenses for such period on a consolidated basis, minus (b) scheduled
payments relating to broadcast program license liabilities, except that with
respect to the Company each of the foregoing items shall be determined on a
consolidated basis with respect to the Company and its Restricted Subsidiaries
only; provided, however, that, for purposes of calculating Consolidated EBITDA
during any fiscal quarter, cash income from a particular Investment of such
Person shall be included only if cash income has been received by such Person
as a result of the operation of the business in which such Investment has been
made in the ordinary course without giving effect to any extraordinary unusual
and non-recurring gains.

"Consolidated Interest Expense" means, with respect to any Person, for
any period, the aggregate amount of interest which, in conformity with GAAP,
would be set forth opposite the caption "interest expense" or any like caption
on an income statement for such Person and its Subsidiaries on a consolidated
basis, including, but not limited to, Redeemable Dividends, whether paid or
accrued, on Subsidiary Preferred Stock, imputed interest

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included in Capitalized Lease Obligations, all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing, the net costs associated with hedging obligations, amortization of
other financing fees and expenses, the interest portion of any deferred payment
obligation, amortization of discount or premium, if any, and all other non-cash
interest expense (other than interest amortized to cost of sales) plus, without
duplication, all net capitalized interest for such period and all interest
incurred or paid under any guarantee of Indebtedness (including a guarantee of
principal, interest or any combination thereof) of any Person, plus the amount
of all dividends or distributions paid on Disqualified Capital Stock (other
than dividends paid or payable in shares of Capital Stock of the Company).

"Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate of the net income (or loss) of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided, however, that (a) the net income of any Person (the "other
Person") in which the Person in question or any of its Subsidiaries has less
than a 100% interest (which interest does not cause the net income of such
other Person to be consolidated into the net income of the Person in question
in accordance with GAAP) shall be included only to the extent of the amount of
dividends or distributions paid to the Person in question or to the Subsidiary,
(b) the net income of any Subsidiary of the Person in question that is subject
to any restriction or limitation on the payment of dividends or the making of
other distributions (other than pursuant to the Exchange Debentures or the
Notes) shall be excluded to the extent of such restriction or limitation, (c)
(i) the net income of any Person acquired in a pooling of interests transaction
for any period prior to the date of such acquisition and (ii) any net gain (but
not loss) resulting from an Asset Sale by the Person in question or any of its
Subsidiaries other than in the ordinary course of business shall be excluded,
(d) extraordinary, unusual and non-recurring gains and losses shall be
excluded, (e) expenses incurred in 1995 relating to the relocation of the
Company's headquarters shall be excluded, (f) losses associated with
discontinued and terminated operations in an amount not to exceed $1,000,000
per annum shall be excluded and (g) all non-cash items (including, without
limitation, cumulative effects of changes in GAAP and equity entitlements
granted to employees of the Company and its Restricted Subsidiaries) increasing
and decreasing Consolidated Net Income and not otherwise included in the
definition of Consolidated EBITDA shall be excluded.

"Credit Agreement" means the Credit Agreement dated as of, 1996,
among the Company, the financial institutions party thereto in their capacities
as lenders thereunder and [ ], as agent, as the same may be amended
from time to time, and any one or more agreements evidencing the refinancing,
modification, replacement, renewal, restatement, refunding, deferral,
extension, substitution, supplement, reissuance or resale thereof.

"Cumulative Consolidated EBITDA" means, with respect to any Person, as
of any date of determination, Consolidated EBITDA from [ ], 1996 to the
end of the Company's most recently ended full fiscal quarter prior to such
date, taken as a single accounting period.

"Cumulative Consolidated Interest Expense" means, with respect to any
Person, as of any date of determination, Consolidated Interest Expense plus,
for purposes of the Certificate of Designation, any cash dividends paid on
Senior Securities or Parity Securities that do not require the approval of the
holders of a majority of the shares of New Preferred Stock outstanding to be
issued, in each case from [ ], 1996 to the end of the Company's most
recently ended full fiscal quarter prior to such date, taken as a single
accounting period.

"Default" means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice or both would be, an Event of
Default.

"Designated Senior Debt" means (i) Indebtedness under or in respect of
the Credit Agreement and (ii) any other Indebtedness constituting Senior Debt
which, at the time of determination, has an aggregate principal amount of at
least $25,000,000 (or accreted value in the case of Indebtedness issued at a
discount) and is specifically designated in the instrument evidencing such
Senior Debt as "Designated Senior Debt" by the Company.

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"Disqualified Capital Stock" means any Capital Stock which, by its
terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the sole option of the holder thereof (except in
each case, upon the occurrence of a Change of Control), in whole or in part, on
or prior to (i) the mandatory redemption date of the New Preferred Stock, in
the case of the New Preferred Stock or (ii) the final maturity date of the
Exchange Debentures, in the case of the Exchange Debentures. Without
limitation of the foregoing, Disqualified Capital Stock shall be deemed to
include (i) any Preferred Stock of a Restricted Subsidiary of the Company, (ii)
any Preferred Stock of the Company, with respect to either of which, under the
terms of such Preferred Stock, by agreement or otherwise, such Restricted
Subsidiary or the Company is obligated to pay current dividends or
distributions in cash during the period prior to the redemption date of the New
Preferred Stock or the maturity date of the Exchange Debentures; and (iii) as
long as the New Preferred Stock remains outstanding, Senior Securities and
Parity Securities; provided, however, that Preferred Stock of the Company or
any Restricted Subsidiary thereof that is issued with the benefit of provision
requiring a change of control offer to be made for such Preferred Stock in the
event of a change of control of the Company or Restricted Subsidiary, which
provisions have substantially the same effect as the provisions of the
Certificate of Designations and Exchange Indenture described under "Change of
Control," shall not be deemed to be Disqualified Capital Stock solely by virtue
of such provisions; and provided, further, that the New Preferred Stock and the
Existing Preferred Stock in effect on the Issue Date shall not be considered
Disqualified Capital Stock.

"Exchange Date" means the date of original issuance of the Exchange
Debentures.

"GAAP" means generally accepted accounting principles consistently
applied as in effect in the United States from time to time.

"Guarantor" means (i) each of the Company's Subsidiaries in existence
on the Issue Date and (ii) each of the Company's Restricted Subsidiaries that
in the future executes a supplemental indenture in which such Restricted
Subsidiary agrees to be bound by the terms of the Exchange Indenture as a
Guarantor; provided that any Person constituting a Guarantor as described above
shall cease to constitute a Guarantor when its respective Guarantee is released
in accordance with the terms of the Indenture.

"inTV EBITDA" means Consolidated EBITDA for the Infomall TV Network
determined on a basis consistent with the Company's internal financial
statements, generated by stations declared by the Board of Directors as inTV
properties.

"incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Indebtedness or other obligation on the balance sheet of such
Person (and "incurrence," "incurred," "incurrable" and "incurring" shall have
meanings correlative to the foregoing); provided that a change in GAAP that
results in an obligation of such Person that exists at such time becoming
Indebtedness shall not be deemed an incurrence of such Indebtedness.

"Indebtedness" means (without duplication), with respect to any
Person, any indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, which is for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to
a portion thereof) or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (excluding, without limitation, any balances that
constitute accounts payable or trade payables and other accrued liabilities
arising in the ordinary course of business, including, without limitation, any
and all programming broadcast obligations) if and to the extent any of the
foregoing indebtedness would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, and shall also include, to the extent
not otherwise included, (i) any Capitalized Lease Obligations, (ii) obligations
secured by a Lien to which the property

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or assets owned or held by such Person are subject, whether or not the
obligation or obligations secured thereby shall have been assumed (provided,
however, that if such obligation or obligations shall not have been assumed,
the amount of such Indebtedness shall be deemed to be the lesser of the
principal amount of the obligation or the fair market value of the pledged
property or assets), (iii) guarantees of items of other Persons which would be
included within this definition for such other Persons (whether or not such
items would appear upon the balance sheet of the guarantor), (iv) all
obligations for the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction, (v) in the case of the
Company, Disqualified Capital Stock of the Company or any Restricted Subsidiary
thereof and (vi) obligations of any such Person under any Interest Rate
Agreement applicable to any of the foregoing (if and to the extent such
Interest Rate Agreement obligations would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP). The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and, with respect to
contingent obligations, the maximum liability upon the occurrence of the
contingency giving rise to the obligation, provided that (i) the amount
outstanding at any time of any Indebtedness issued with original issue discount
is the principal amount of such Indebtedness less the remaining unamortized
portion of the original issue discount of such Indebtedness at such time as
determined in conformity with GAAP and (ii) Indebtedness shall not include any
liability for federal, state, local or other taxes. Notwithstanding any other
provision of the foregoing definition, any trade payable arising from the
purchase of goods or materials or for services obtained in the ordinary course
of business or contingent obligations arising out of customary indemnification
agreements with respect to the sale of assets or securities shall not be deemed
to be "Indebtedness" of the Company or any Restricted Subsidiaries for purposes
of this definition. Furthermore, guarantees of (or obligations with respect to
letters of credit supporting) Indebtedness otherwise included in the
determination of such amount shall not also be included.

"Interest Rate Agreement" means, for any Person, any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement or
other similar agreement designed to protect the party indicated therein against
fluctuations in interest rates.

"Investment" means, directly or indirectly, any advance, account
receivable (other than an account receivable arising in the ordinary course of
business), loan or capital contribution to (by means of transfers of property
to others, payments for property or services for the account or use of others
or otherwise), the purchase of any stock, bonds, notes, debentures, partnership
or joint venture interests or other securities of, the acquisition, by purchase
or otherwise, of all or substantially all of the business or assets or stock or
other evidence of beneficial ownership of, any Person or the making of any
investment in any Person. Investments shall exclude extensions of trade credit
on commercially reasonable terms in accordance with normal trade practices and
repurchases or redemptions of the Existing Notes, the Exchange Debentures, the
Existing Preferred Stock or the New Preferred Stock by the Company.

"Issue Date" means the date of original issuance of the New Preferred
Stock or the Exchange Debentures, as the case may be.

"Lien" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

"Major Asset Sale" means an Asset Sale or series of related Asset
Sales involving assets with a fair market value in excess of $25,000,000.

"Net Proceeds" means (a) in the case of any sale of Capital Stock by
the Company, an Asset Sale or a Major Asset Sale, the aggregate net proceeds
received by the Company, after payment of expenses, commissions and the like
incurred in connection therewith, whether such proceeds are in cash or in
property (valued at the fair market value thereof, as determined in good faith
by the board of directors, at the time of receipt) and (b) in the case of any
exchange, exercise, conversion or surrender of outstanding securities of any
kind for or into shares of Capital

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Stock of the Company which is not Disqualified Capital Stock, the net book
value of such outstanding securities on the date of such exchange, exercise,
conversion or surrender (plus any additional amount required to be paid by the
holder to the Company upon such exchange, exercise, conversion or surrender,
less any and all payments made to the holders, e.g., on account of fractional
shares and less all expenses incurred by the Company in connection therewith).

"Non-Payment Event of Default" means any event (other than a Payment
Default) the occurrence of which entitles one or more Persons to accelerate the
maturity of any Designated Senior Debt.

"Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing, or otherwise relating
to, any Indebtedness.

"Payment Default" means any default, whether or not any requirement
for the giving of notice, the lapse of time or both, or any other condition to
such default becoming an event of default has occurred, in the payment of
principal of (or premium, if any) or interest on or any other amount payable in
connection with Designated Senior Debt.

"Permitted Holders" means collectively Lowell W. Paxson, his spouse,
children or other lineal descendants (whether adoptive or biological) and any
revocable or irrevocable inter vivos or testamentary trust or the probate
estate of any such individual, so long as one or more of the foregoing
individuals is the principal beneficiary of such trust or probate estate.

"Permitted Indebtedness" means, without duplication, each of the
following:

(i) Indebtedness under the Exchange Debentures and the
Guarantees, including any Exchange Debentures issued in accordance
with the Exchange Indenture as payment of interest on the Exchange
Debentures;

(ii) Indebtedness incurred pursuant to the Credit Agreement
in an aggregate principal amount at any time outstanding not to exceed
$25,000,000;

(iii) all other Indebtedness of the Company and its
Restricted Subsidiaries outstanding on the Issue Date, including,
without limitation, the Existing Notes, reduced by the amount of any
scheduled amortization payments or mandatory prepayments when actually
paid or permanent reductions thereon;

(iv) Obligations under Interest Rate Agreements of the
Company covering Indebtedness of the Company or any of its Restricted
Subsidiaries; provided, however, that such Interest Rate Agreements
are entered into to protect the Company and its Restricted
Subsidiaries from fluctuations in interest rates on Indebtedness
incurred in accordance with the Certificate of Designations or the
Exchange Indenture to the extent the notional principal amount of such
Interest Rate Agreement does not exceed the principal amount of the
Indebtedness to which such Interest Rate Agreement relates;

(v) Indebtedness of a Restricted Subsidiary of the Company to
the Company or to a Restricted Subsidiary of the Company for so long
as such Indebtedness is held by the Company or a Restricted Subsidiary
of the Company, in each case subject to no Lien held by a Person other
than the Company or a Restricted Subsidiary of the Company; provided
that if as of any date any Person other than the Company or a
Restricted Subsidiary of the Company owns or holds any such
Indebtedness or holds a Lien in respect of such Indebtedness, such
date shall be deemed the incurrence of Indebtedness not constituting
Permitted Indebtedness by the issuer of such Indebtedness;

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(vi) Indebtedness of the Company to a Restricted Subsidiary
of the Company for so long as such Indebtedness is held by a
Restricted Subsidiary of the Company, in each case subject to no Lien;
provided that (a) any Indebtedness of the Company to any Restricted
Subsidiary of the Company is unsecured and subordinated, pursuant to a
written agreement, to the Company's Obligations under the Exchange
Indenture and the Exchange Debentures and (b) if as of any date any
Person other than a Restricted Subsidiary of the Company owns or holds
any such Indebtedness or any Person holds a Lien in respect of such
Indebtedness, such date shall be deemed the incurrence of Indebtedness
not constituting Permitted Indebtedness by the Company;

(vii) Purchase Money Indebtedness and Capitalized Lease
Obligations incurred to acquire property in the ordinary course of
business which Indebtedness and Capitalized Lease Obligations do not
in the aggregate exceed 5% of the Company's consolidated total assets
at any one time;

(viii) Refinancing Indebtedness; and

(ix) additional Indebtedness of the Company in an aggregate
principal amount not to exceed $10,000,000 at any one time
outstanding.

"Permitted Investments" means, for any Person, Investments made on or
after the Issue Date consisting of:

(i) Investments by the Company, or by a Restricted
Subsidiary thereof, in the Company or a Restricted Subsidiary;

(ii) Cash Equivalents;

(iii) Investments by the Company, or by a Restricted
Subsidiary thereof, in a Person (or in all or substantially all of the
business or assets of a Person) if as a result of such Investment (a)
such Person becomes a Restricted Subsidiary of the Company, (b) such
Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or a Restricted Subsidiary thereof or (c)
such business or assets are owned by the Company or a Restricted
Subsidiary;

(iv) reasonable and customary loans made to employees not to
exceed $500,000 in the aggregate at any one time outstanding;

(v) an Investment that is made by the Company or a
Restricted Subsidiary thereof in the form of any stock, bonds, notes,
debentures, partnership or joint venture interests or other securities
that are issued by a third party to the Company or a Restricted
Subsidiary solely as partial consideration for the consummation of an
Asset Sale that is otherwise permitted under the covenant described
under "-- Limitation on Certain Asset Sales";

(vi) time brokerage and other similar agreements under which
separately owned and licensed broadcast properties enter into
cooperative arrangements and which may include an option to acquire
the broadcast property at a future date;

(vii) accounts receivable of the Company and its Restricted
Subsidiaries generated in the ordinary course of business;

(viii) loans and guarantees of loans by third-party lenders
to third parties in connection with the acquisition of media
properties, secured by substantially all of such Person's assets (to
the extent permitted by FCC rules), which are made in conjunction with
the execution of a time brokerage agreement;

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(ix) options on media properties having an exercise price of
an amount not in excess of $100,000 plus the forgiveness of any loan
referred to in clause (viii) above entered into in connection with the
execution of time brokerage agreements; and

(x) additional Investments of the Company and its Restricted
Subsidiaries from time to time of an amount not to exceed $75 million.

"Person" means an individual, partnership, corporation, unincorporated
organization, trust or joint venture, or a governmental agency or political
subdivision thereof.

"Preferred Stock" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemption or upon liquidation.

"Public Equity Offering" means a public offering by the Company of
shares of its Common Stock (however designated and whether voting or
non-voting) and any and all rights, warrants or options to acquire such Common
Stock.

"Purchase Money Indebtedness" means any Indebtedness incurred in the
ordinary course of business by a Person to finance the cost (including the cost
of construction) of an item of property, the principal amount of which
Indebtedness does not exceed the sum of (i) 100% of such cost and (ii)
reasonable fees and expenses of such Person incurred in connection therewith.

"Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

"Redeemable Dividend" means, for any dividend or distribution with
regard to Disqualified Capital Stock, the quotient of the dividend or
distribution divided by the difference between one and the maximum statutory
federal income tax rate (expressed as a decimal number between 1 and 0) then
applicable to the issuer of such Disqualified Capital Stock.

"Refinance" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

"Refinancing Indebtedness" means any Refinancing by the Company or any
Restricted Subsidiary of the Company of Indebtedness incurred in accordance
with the "Limitation on Incurrence of Additional Indebtedness" covenant, in
each case that does not (1) result in an increase in the aggregate principal
amount of Indebtedness of such Person as of the date of such proposed
Refinancing (plus the amount of any premium required to be paid under the terms
of the instrument governing such Indebtedness and plus the amount of reasonable
expenses incurred by the Company in connection with such Refinancing) or (2)
create Indebtedness with (A) a Weighted Average Life to Maturity that is less
than the Weighted Average Life to Maturity of the Indebtedness being Refinanced
or (B) a final maturity earlier than the final maturity of the Indebtedness
being Refinanced; provided that (x) if such Indebtedness being Refinanced is
Indebtedness of the Company, then such Refinancing Indebtedness shall be
Indebtedness solely of the Company and (y) if such Indebtedness being
Refinanced is subordinate or junior to the Exchange Debentures, then such
Refinancing Indebtedness shall be subordinate to the Exchange Debentures at
least to the same extent and in the same manner as the Indebtedness being
Refinanced.

"Restricted Payment" means the following:

(A) For purposes of the Exchange Indenture, (i) the
declaration or payment of any dividend or the making of any other
distribution (other than dividends or distributions payable in
Qualified Capital Stock) on shares of the Company's Capital Stock
other than the New Preferred Stock, (ii) the purchase, redemption,
retirement or other acquisition for value of any Capital Stock of the
Company, or any warrants, rights or options to acquire

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shares of Capital Stock of the Company, other than the exchange of the
Exchange Debentures for shares of New Preferred Stock or through the
exchange of such Capital Stock or any warrants, rights or options to
acquire shares of any class of such Capital Stock for Qualified
Capital Stock or warrants, rights or options to acquire Qualified
Capital Stock, (iii) the making of any principal payment on, or the
purchase, defeasance, redemption, prepayment, decrease or other
acquisition or retirement for value, prior to any scheduled final
maturity, scheduled repayment or scheduled sinking fund payment, of,
any Indebtedness of the Company or its Subsidiaries that is
subordinated or junior in right of payment to the Exchange Debentures,
(iv) the making of any Investment (other than a Permitted Investment),
(v) any designation of a Restricted Subsidiary as an Unrestricted
Subsidiary on the basis of the fair market value of such Subsidiary
utilizing standard valuation methodologies and approved by the Board
of Directors or (vi) forgiveness of any Indebtedness of an Affiliate
of the Company to the Company or a Restricted Subsidiary.

(B) For purposes of the Certificate of Designation, (i) the
declaration or payment of any dividend or the making of any other
distribution (other than dividends or distributions payable in
Qualified Capital Stock) on shares of the Company's Parity Securities
or Junior Securities, (ii) any purchase, redemption, retirement or
other acquisition for value of any Parity Securities or Junior
Securities of the Company, or any warrants, rights or options to
acquire shares of Parity Securities or Junior Securities of the
Company, other than through the exchange of such Parity Securities or
Junior Securities or any warrants, rights or options to acquire shares
of any class of such Parity Securities or Junior Securities for
Qualified Capital Stock or warrants, rights or options to acquire
Qualified Capital Stock, (iii) the making of any Investment (other
than a Permitted Investment), (iv) any designation of a Restricted
Subsidiary as an Unrestricted Subsidiary on the basis of the fair
market value of such Subsidiary utilizing standard valuation
methodologies and approved by the Board of Directors and (v)
forgiveness of any Indebtedness of an Affiliate of the Company to the
Company or a Restricted Subsidiary.

"Restricted Subsidiary" means a Subsidiary of the Company other than
an Unrestricted Subsidiary and includes all of the Subsidiaries of the Company
existing as of the Issue Date. The Board of Directors of the Company may
designate any Unrestricted Subsidiary or any Person that is to become a
Subsidiary as a Restricted Subsidiary if immediately after giving effect to
such action (and treating any Acquired Indebtedness as having been incurred at
the time of such action), the Company could have incurred at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to the
"Limitation on Additional Indebtedness" covenant.

"Senior Debt" means, the principal of and premium, if any, and
interest (including, without limitation, interest accruing or that would have
accrued but for the filing of a bankruptcy, reorganization or other insolvency
proceeding whether or not such interest constitutes an allowed claim in such
proceeding) on, and any and all other fees, expense reimbursement obligations,
indemnities and other amounts due pursuant to their terms of all agreements,
documents and instruments providing for, creating, securing or evidencing or
otherwise entered into in connection with (a) all Indebtedness of the Company
owed to lenders under the Credit Agreement, (b) all obligations of the Company
with respect to any Interest Rate Agreement, (c) all obligations of the Company
to reimburse any bank or other person in respect of amounts paid under letters
of credit, acceptances or other similar instruments, (d) all other Indebtedness
of the Company which does not provide that it is to rank pari passu with or
subordinate to the Exchange Debentures and (e) all deferrals, renewals,
extensions and refundings of, and amendments, modifications and supplements to,
any of the Senior Debt described above. Notwithstanding anything to the
contrary in the foregoing, Senior Debt will not include (i) Indebtedness of the
Company to any of its Subsidiaries, (ii) Indebtedness represented by the
Exchange Debentures, (iii) any Indebtedness which by the express terms of the
agreement or instrument creating, evidencing or governing the same is junior or
subordinate in right of payment to any item of Senior Debt, (iv) any trade
payable arising from the purchase of goods or materials or for services
obtained in the ordinary course of business of (v) Indebtedness incurred in
violation of the Exchange Indenture except if such Indebtedness was incurred
under the Credit Agreement based on financial information and certificates
provided by responsible officers of the Company and relied on in good faith by
the lenders thereunder in which event such Indebtedness shall be deemed to have
been incurred in compliance with the Indenture and constitute Senior Debt.

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"Subsidiary", with respect to any Person, means (i) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person or (ii) any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.

"Unrestricted Subsidiary" means (a) any Subsidiary of an Unrestricted
Subsidiary and (b) any Subsidiary of the Company which is classified after the
Issue Date as an Unrestricted Subsidiary by a resolution adopted by the Board
of Directors of the Company; provided that a Subsidiary organized or acquired
after the Issue Date may be so classified as an Unrestricted Subsidiary only if
such classification is in compliance with the covenant set forth under
"Limitation on Restricted Payments." The Trustee shall be given prompt notice
by the Company of each resolution adopted by the Board of Directors of the
Company under this provision, together with a copy of each such resolution
adopted.

"Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the total
of the product obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

"Wholly-Owned Subsidiary" means any Restricted Subsidiary all of the
outstanding voting securities (other than directors' qualifying shares) of
which are owned, directly or indirectly, by the Company.

DESCRIPTION OF INDEBTEDNESS

CREDIT FACILITY

On December 19, 1995 the Company entered into a credit agreement and
related documents (the "Credit Facility Loan Documents") with certain lenders
named therein and Union Bank, as agent on behalf of the lenders, which
established a senior secured revolving line of credit in an aggregate principal
amount of $100 million as the Credit Facility. The following summary of the
Credit Facility is based upon the terms of the Credit Facility Loan Documents.
The following summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the terms and conditions of the
Credit Facility Loan Documents.

The aggregate available commitment under the Credit Facility will be
reduced incrementally on a quarterly basis, beginning December 31, 1997. The
Credit Facility matures on June 30, 2002, unless previously terminated. Prior
to receiving any advance under the Credit Facility, the Company is required to
be in compliance with all financial and operating covenants. Certain
acquisitions to be funded under the Credit Facility are expected to require
approval by 66 2/3% of the lenders thereunder. The lenders under the Credit
Facility are paid a commitment fee at the rate of 0.5% per annum on unused
commitments, payable quarterly. In addition, the agent thereunder receives
other customary fees.

Borrowings under the Credit Facility bear interest at a rate equal to,
at the option of the Company, either (i) the Base Rate (which is defined as the
higher of 1/2% plus the Federal Funds rate or the prime rate most recently
announced by the agent under the Credit Facility), or (ii) LIBOR, in each case
plus an applicable margin determined by reference to the ratio of total debt to
cash flow (as defined) of the Company.

The obligations of the Company under the Credit Facility are
unconditionally guaranteed, jointly and severally, by all material subsidiaries
of the Company. The obligations of the Company and such guarantors under the
Credit Facility are secured primarily by a first priority pledge of the stock
of all material subsidiaries of the Company and

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a first priority lien on all the assets of the Company and such guarantors,
with the exception of certain real estate assets, which are subject to a
negative pledge. The Lenders have the right to require the Company and the
guarantors to secure their obligations under the Credit Facility by granting a
first priority lien on all real estate assets of the Company and the
guarantors.

The Credit Facility contains customary conditions precedent to
borrowings thereunder, including, among other things, the absence of any
adverse change in the business, assets, operations, prospects, conditions,
(financial or otherwise), or material agreements of the Company and its
subsidiaries, taken as a whole. The Credit Facility also contains customary
representations, warranties and indemnities.

The Credit Facility contains, among other things, covenants
restricting the ability of the Company and its subsidiaries to dispose of
assets, pay dividends, repurchase or redeem capital stock and indebtedness,
create liens, make capital expenditures, make certain investments or
acquisitions, enter into transactions with affiliates and otherwise restrict
corporate activities. The Credit Facility also contains the following
financial covenants: maximum ratio of total debt to operating cash flow,
minimum permitted interest coverage and a minimum permitted fixed charge
coverage ratio.

Events of default under the Credit Facility include those usual and
customary for transactions of this type, including, among other things, default
in the payment of principal or interest in respect of material amounts of
indebtedness of the Company or its subsidiaries, any non-payment default on
such indebtedness and a change of control, any material breach of the covenants
or representations and warranties included in the Credit Facility and related
documents, the institution of any bankruptcy proceedings and the failure of any
security agreement related to the Credit Facility or lien granted thereunder to
be valid and enforceable. Upon the occurrence and continuance of an event of
default under the Credit Facility, the lenders may terminate their commitments
to lend and declare the then outstanding loans due and payable.

SENIOR SUBORDINATED NOTES

The following summary is based upon the terms of the Notes and the
Indenture. This summary does not purport to be a complete description of the
Notes or the Indenture and is subject to and qualified in its entirety by
reference to the terms of the Notes and the Indenture (including the
definitions contained therein), copies of which are available from the Company
upon request.

The Notes are limited in aggregate principal amount to $230,000,000.
The Notes are general unsecured obligations of the Company, subordinated in
right of payment to Senior Indebtedness (as defined in the Indenture) of the
Company and senior in right of payment to any current or future indebtedness of
the Company subordinated thereto.

The Notes are fully and unconditionally guaranteed, on a senior
subordinated basis, as to payment of principal, premium, if any, and interest,
jointly and severally (the "Guarantees"), by all of the direct and indirect
subsidiaries of the Company (the "Guarantors"). The Guarantees are subordinated
to all Senior Indebtedness of the respective Guarantors.

The Notes will mature on October 1, 2002. The Notes bear interest at a
rate of 11 5/8% per annum from the date of original issuance until maturity.
Interest is payable semi-annually in arrears on April 1 and October 1,
commencing April 1, 1996, to holders of record of the Notes at the close of
business on the immediately preceding March 15, and September 15, respectively.

The Notes are redeemable at the option of the Company, in whole or in
part, at any time on or after October 1, 1999 at a redemption price equal to
104% of the principal amount thereof during the twelve-month period beginning
on October 1, 1999, 102% of the principal amount thereof during the
twelve-month period beginning on October 1, 2000, and 100% of the principal
amount thereof on or after October 1, 2001, together with accrued and

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unpaid interest to the redemption date. In addition, the Company, at its
option, may redeem in the aggregate up to 25% of the original principal amount
of the Notes at any time prior to October 1, 1998, at a redemption price equal
to 110% of the principal amount thereof plus accrued interest to the redemption
date with the Net Proceeds of one or more Public Equity Offerings or Major
Asset Sales (each as defined in the Indenture); provided, however, that at
least $172,500,000 aggregate principal amount of Notes remains outstanding and
that such redemption occurs within 90 days following the closing of any such
Public Equity Offering or Major Asset Sale. The Company elected not to redeem
any of the Notes with the proceeds of the Equity Offering.

In the event of a Change of Control (as defined in the Indenture) of
the Company, the Company will be required to make an offer to purchase all
outstanding Notes at a price equal to 101% of the principal amount thereof plus
accrued and unpaid interest to the date of repurchase.

The Indenture contains covenants for the benefit of the holders of the
Notes that, among other things, and subject to certain exceptions, restrict the
ability of the Company and its Restricted Subsidiaries (as defined in the
Indenture) to: (i) incur additional indebtedness; (ii) pay dividends and make
distributions; (iii) issue stock of subsidiaries; (iv) make certain
investments; (v) repurchase stock; (vi) create liens; (vii) enter into
transactions with affiliates; (viii) enter into sale and leaseback
transactions; (ix) merge or consolidate the Company or the Guarantors; and (x)
transfer and sell assets.

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DESCRIPTION OF CAPITAL STOCK

GENERAL

The Company's authorized capital stock consists of 197,500,000 shares
of common stock with a par value of $.001 per share, and 1,000,000 shares of
preferred stock with a par value of $.001 per share. Of the 197,500,000 shares
of common stock that the Company is authorized to issue: (a) 150,000,000 shares
are designated as Class A Common Stock, (b) 35,000,000 shares are designated as
Class B common stock (the "Class B Common Stock"), and (c) 12,500,000 shares
are designated as Class C non-voting common stock (the "Class C Common Stock"
and with the Class A Common Stock and Class B Common Stock, collectively, the
"Common Stock"). Of the 1,000,000 shares of preferred stock that the Company is
authorized to issue: (a) 33,000 shares have been designated as Junior
Cumulative Compounding Redeemable Preferred Stock (the "Existing Preferred
Stock,") and (b) effective upon consummation of the Offering, 300,000 shares
have been designated as ____% Cumulative Exchangeable Preferred Stock. The
Senior Preferred Stock is to be redeemed from the proceeds of this Offering and
is treated as no longer outstanding for purposes of the discussion below. As of
June 30, 1996, 38,665,509 shares of Class A Common Stock, 8,311,639 shares of
Class B Common Stock, no shares of Class C Common Stock, and 33,000 shares of
Existing Preferred Stock are outstanding. In addition, 18,907,086 shares of
Class A Common Stock are reserved for issuance with respect to: (a) the
conversion of shares of Class B Common Stock to Class A Common Stock, (b) the
conversion of shares of Class C Common Stock to Class A Common Stock, (c) the
exercise of warrants issued in connection with the issuance of the Existing
Preferred Stock, and (d) the exercise of certain rights under the Company's
Stock Incentive Plans.

COMMON STOCK

Dividends. Subject to the Preferred Stock's prior right to dividends,
holders of record of shares of Class A Common Stock, Class B Common Stock and
Class C Common Stock on the record date are entitled to receive such dividends
as may be declared by the Company's board of directors out of funds legally
available for such purpose. No dividends may be declared or paid in cash or
property on any share of any class of the Common Stock, however, unless
simultaneously the same dividend is declared or paid on each share of the other
classes of Common Stock. In the case of any stock dividend, holders of Class A
Common Stock are entitled to receive the same percentage dividend (payable in
shares of Class A Common Stock) as holders of Class B Common Stock receive
(payable in shares of Class B Common Stock) and holders of Class C Common Stock
receive (payable in shares of Class C Common Stock). So long as any Existing
Preferred Stock is outstanding, the Company cannot declare dividends on its
Common Stock, except under certain limited circumstances.

Voting Rights. Holders of shares of Class A Common Stock and Class B
Common Stock will vote as a single class on all matters submitted to a vote of
the stockholders of the Company, with each share of Class A Common Stock
entitled to one vote and each share of Class B Common Stock entitled to ten
votes, except as otherwise provided by law. Holders of Class C Common Stock
have no right to vote on any matter voted on by the stockholders of the
Company, except as may be provided by law or as provided in limited
circumstances in the Company's certificate of incorporation.

Liquidation Rights. Upon liquidation, dissolution, or winding-up of
the Company, the holders of the Common Stock are entitled to share pro rata in
all assets available for distribution after payment in full to creditors and
payment in full to any holders of Preferred Stock then outstanding of any
amount required to be paid under the terms of such Preferred Stock.

Other Provisions. Each share of Class B Common Stock and Class C
Common Stock is generally convertible or exchangeable at the option of its
holder into one share of Class A Common Stock at any time, subject to certain
restrictions in the case of the conversion or exchange of Class C Common Stock.
Holders of Common Stock do not

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have preemptive rights, although holders of Existing Preferred Stock have
limited preemptive rights under the Stockholders Agreement.

EXISTING PREFERRED STOCK

Dividends. The holders of the Existing Preferred Stock are entitled
under the Company's certificate of incorporation to cumulative dividends on a
basis preferential to the holders of Common Stock and the New Preferred Stock.
The Company may not declare or pay any dividends, whether in cash, property or
otherwise or make any distributions in respect of the New Preferred Stock until
all accrued and unpaid dividends on the Existing Preferred Stock have been
declared and paid and, in the event the Company is required to redeem the
Existing Preferred Stock, monies sufficient for such purpose have been set
aside. Until December 22, 2001, the holders of Existing Preferred Stock are
entitled to receive cumulative dividends from the Company on each share of
Existing Preferred Stock at the per annum rate of 12% of the liquidation price
of such share ($1,000) plus all accrued and unpaid dividends with respect to
such share, including any deferred dividends as described below and any
dividends thereon. For each year thereafter, the per annum rate shall increase
by 1%. The dividend rate on the Existing Preferred Stock will increase to an
annual rate of 30% (i) upon the occurrence of certain bankruptcy events, (ii)
upon a change of control (as defined in the Stockholders Agreement) of the
Company, (iii) upon the failure to choose a successor to Mr. Paxson in the
event of his death or incapacity as provided in the Stockholders Agreement,
(iv) if the Company incurs indebtedness in excess of that permitted by certain
financial leverage ratios, (v) upon the failure to pay dividends on or after
December 22, 2000 equal to the amount of dividends payable in any twelve month
period or (vi) if the Existing Preferred Stock remains outstanding after
December 22, 2003. Such increased dividend rate shall remain in effect for so
long as any such event continues and will increase by 5% on each anniversary of
such event or, in the case of a bankruptcy event, upon the failure of the
Company to redeem the Existing Preferred Stock at the request of the holders
thereof.

Accrued dividends on the Existing Preferred Stock are payable
semi-annually to the holders of record of the Existing Preferred Stock as of
the close of business on the applicable record date. Until December 22, 1999,
the Company may at its option defer the payment of accrued dividends until the
earlier of the date the Existing Preferred Stock is redeemed or the
liquidation, dissolution or winding up of the Company. On January 1 and July 1
of each year, all dividends that have accrued on each share of Existing
Preferred Stock and that have not theretofore been accumulated shall, to the
extent not paid for any reason, be accumulated, and dividends will accrue on
such accumulation until such accumulated dividends are paid. As of June 30,
1996, the Company has not paid any cash dividends on the Existing Preferred
Stock, and there were $6,419,822 in accrued and unpaid dividends on the
Existing Preferred Stock.

Voting Rights. The affirmative vote or written consent of the holders
of a majority of the outstanding shares of Existing Preferred Stock is required
in order for the Company to take the following actions: amend, alter or repeal
any of the provisions of the certificate of incorporation or any resolution of
the Company's board of directors or any other instrument establishing and
designating the Existing Preferred Stock or any other capital stock of the
Company so as to adversely affect the rights, privileges, preferences or powers
of the Existing Preferred Stock; create or designate any stock on a parity with
or senior to the Existing Preferred Stock; enter into an agreement that would
prevent the Company from performing its obligations with respect to the
Existing Preferred Stock; or pay dividends to the holders of, or redeem,
securities of the Company or its subsidiaries junior to the Existing Preferred
Stock, except as specifically provided therein.

Liquidation Rights. Upon liquidation, dissolution or winding-up of
the Company, the holders of Existing Preferred Stock are entitled to a
preference of $1,000 per share, plus accrued and unpaid dividends, over all
classes and series of junior stock, including the Common Stock, with respect to
the assets available for distribution after payment in full of creditors.

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Redemption Rights; Priorities. So long as any shares of Existing
Preferred Stock remain outstanding, the Company may not directly or indirectly
purchase, redeem, exchange or otherwise acquire the New Preferred Stock or any
Common Stock. All the shares of Existing Preferred Stock are redeemable, at the
option of the Company, in whole at any time, at a redemption price equal to the
liquidation price for such shares, plus the amount of all accrued and unpaid
dividends thereon, as of the redemption date, payable in cash. The Company is
obligated to redeem on December 22, 2003, out of unrestricted funds legally
available therefor, all the shares of the Existing Preferred Stock then
outstanding, at a redemption price equal to the liquidation price for such
shares, as of the redemption date [(plus a declining premium if redeemed prior
to December 22, 1998)], plus the amount of all accrued and unpaid dividends
thereon, payable in cash. Holders of shares of the Existing Preferred Stock are
entitled to require the Company to redeem their shares of Existing Preferred
Stock upon the occurrence of a bankruptcy or similar event relating to the
Company or the default by the Company under the terms of the Stockholders
Agreement.

CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BYLAWS

Limitation of Liability and Indemnification. As permitted by the
Delaware General Corporation Law, the Company's Certificate of Incorporation
provides that directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv)
for any transaction from which the director derives an improper personal
benefit. In addition, the Company's Bylaws provide that the Company shall, to
the fullest extent authorized by Section 145 of the Delaware General
Corporation Law, as amended from time to time, indemnify all director and
officers and all persons serving at the request of the company as director,
trustee, officer, employee or agent of another corporation or of a partnership,
trust or other enterprise. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and, therefore, is
unenforceable.

Delaware Business Combination Statute. Section 203 of the Delaware
General Corporation Law (Section 203) provides that, subject to certain
exceptions specified therein, an interested stockholder of a Delaware
corporation shall not engage in any business combination with the corporation
for a three-year period following the date that such stockholder becomes an
interested stockholder unless (i) prior to such date, the board of directors of
the corporation approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding certain shares) or (iii) on or subsequent to such date,
the business combination is approved by the board of directors of the
corporation and authorized at an annual or special meeting of stockholders by
the affirmative vote of at least 66 2/3% of the outstanding voting stock which
is not owned by the interested stockholder. Except as otherwise specified in
Section 203, an interested stockholder is defined to include (x) any person
that is the owner of 15% or more of the outstanding voting stock of the
corporation, or is an affiliate or associate of the corporation and was the
owner of 15% or more of the outstanding voting stock of the corporation at any
time within three years immediately prior to the relevant date and (y) the
affiliates and associates of any such person.

Under certain circumstances, Section 203 makes it more difficult for a
person who would be an interested stockholder to effect various business
combinations with a corporation for a three-year period, although the
stockholders may elect to exclude a corporation from the restrictions imposed
thereunder. The certificate of incorporation does not exclude the Company from
the restrictions imposed under Section 203. The provisions of Section 203 may
encourage companies interested in acquiring the Company to negotiate in advance
with the Company's board of directors because the stockholder approval
requirement would be avoided if a majority of the

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directors then in office approve either the business combination or the
transaction which results in the stockholder becoming an interested
stockholder. Such provisions also may have the effect of preventing changes in
the management of the Company. It is possible that such provisions could make
it more difficult to accomplish transactions which stockholders may otherwise
deem to be in their best interests.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Class A Common Stock is First
Union National Bank, Charlotte, North Carolina.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes the material federal income tax
considerations generally applicable to holders acquiring the New Preferred
Stock offered hereby on original issue, but does not purport to be a complete
analysis of all potential tax consequences. The discussion is based upon the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
Internal Revenue Service ("IRS") rulings and pronouncements and judicial
decisions now in effect, all of which are subject to change at any time by
legislative, judicial or administrative action. Any such changes may be applied
retroactively in a manner that could adversely affect a holder of the New
Preferred Stock and the Exchange Debentures (jointly, the "Securities").

The discussion assumes that the holders of the Securities will hold
them as "capital assets" within the meaning of section 1221 of the Code.
Although the matter is not entirely free from doubt, the Company intends to
treat the New Preferred Stock as equity and the Exchange Debentures as
indebtedness for federal income tax purposes, and the balance of the discussion
is based on the assumption that such treatment will be respected. The
discussion is not binding on the IRS or the courts. The Company has not sought
and will not seek any rulings from the IRS with respect to the positions of the
Company discussed herein, and there can be no assurance that the IRS will not
take a different position concerning the tax consequences of the purchase,
ownership or disposition of the Securities or that any such position would not
be sustained.

The tax treatment of a holder of the Securities may vary depending on
his particular situation or status. Certain holders (including S corporations,
insurance companies, tax-exempt organizations, financial institutions,
broker-dealers and taxpayers subject to alternative minimum tax) may be subject
to special rules not discussed below. The following discussion is limited to
the United States federal income tax consequences relevant to a holder of the
Securities that is a citizen or resident of the United States or any state
thereof, or a corporation or other entity created or organized under the laws
of the United States or any political subdivision thereof, or an estate or
trust the income of which is subject to United States federal income tax
regardless of source or that is otherwise subject to United States federal
income tax on a net income basis in respect of the Securities. The following
discussion does not consider all aspects of United States federal income tax
that may be relevant to the purchase, ownership, and disposition of the
Securities by such holder in light of his personal circumstances. In addition,
the description does not consider the effect of any applicable foreign, state,
local or other tax laws or estate or gift tax considerations.

DISTRIBUTIONS ON NEW PREFERRED STOCK

Distributions on the New Preferred Stock, whether paid in cash or in
additional shares of New Preferred Stock ("Dividend Shares"), will be taxable
to the holder as ordinary dividend income to the extent that the cash amount or
fair market value of the New Preferred Stock on the date of distribution does
not exceed the Company's current and accumulated earnings and profits (as
determined for federal income tax purposes). The amount of the Company's
earnings and profits at any particular time depends on the future actions and
financial performance of the Company.

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To the extent that the amount of any distribution on the outstanding New
Preferred Stock exceeds the Company's current and accumulated earnings and
profits (as determined for federal income tax purposes), the distribution will
be treated as a return of capital, thus reducing the holder's adjusted tax
basis in such outstanding New Preferred Stock. The amount of any such excess
distribution that is greater than the holder's adjusted tax basis in the
outstanding New Preferred Stock will be taxed as capital gain and will be
long-term capital gain if the holder's holding period for such outstanding New
Preferred Stock exceeds one year. A holder's initial tax basis in any Dividend
Shares distributed by the Company generally will equal the fair market value
of such Dividend Shares on their date of distribution. The holding period for
such Dividend Shares will commence with their distribution, and will not
include the holder's holding period for outstanding shares of New Preferred
Stock with respect to which such Dividend Shares were distributed. For purposes
of the remainder of this discussion, the term "dividend" refers to a
distribution paid out of allocable earnings and profits, unless the context
indicates otherwise.

To the extent that dividends are treated as ordinary income, dividends
received by corporate holders generally will be eligible for the 70%
dividends-received deduction under section 243 of the Code. There are, however,
many exceptions and restrictions relating to the availability of such
dividends-received deduction, such as restrictions relating to (i) the holding
period of the stock on which the dividends are sought to be deducted, (ii)
debt-financed portfolio stock, (iii) dividends treated as "extraordinary
dividends" for purposes of section 1059 of the Code, and (iv) taxpayers that
pay alternative minimum tax. Corporate stockholders should consult their own
tax advisor regarding the extent, if any, to which such exceptions and
restrictions may apply to their particular factual situations. In addition, on
March 19, 1996, President Clinton proposed certain tax law changes that would,
among other things, (i) reduce the 70% dividends received deduction to 50% and
(ii) require a corporate holder to satisfy a separate 46-day holding period
requirement with respect to each dividend in order to be eligible for such
dividends received deduction. Both proposals are proposed to be effective for
dividends received or accrued more than 30 days after the enactment of the
proposals. It is not clear whether such proposals ultimately will be enacted
or, if enacted, will be enacted in the form proposed.

Under Section 1059 of the Code, the tax basis of New Preferred Stock
that has been held by a corporate shareholder for two years or less (ending on
the earliest of the date on which the Company declares, announces or agrees to
the payment of an actual or constructive dividend) is reduced (but not below
zero) by the non-taxed portion of an "extraordinary dividend" for which a
dividends received deduction is allowed. To the extent that a corporate
holder's tax basis in its New Preferred Stock would have been reduced below
zero but for the foregoing limitation, such holder must increase the amount of
gain recognized on the ultimate sale or exchange of such New Preferred Stock.
Generally, an "extraordinary dividend" is a dividend that (i) equals or exceeds
5% of the holder's basis in the New Preferred Stock (treating all dividends
having ex-dividend dates within an 85-day period as a single dividend) or (ii)
exceeds 20% of the holder's adjusted basis in the New Preferred Stock (treating
all dividends having ex-dividend dates within a 365-day period as a single
dividend). If an election is made by the holder, under certain circumstances
the fair market value of the New Preferred Stock as of the day before the
ex-dividend date may be substituted for the holder's basis in applying these
tests. Proposed legislation would require immediate recognition of gain under
Section 1059 of the Code to the extent a corporate holder's tax basis would
otherwise be reduced below zero, instead of deferring such gain until the sale
or exchange of such stock; such changes are proposed to take effect
retroactively. It is not clear whether such proposed legislation ultimately
will be enacted or, if enacted, will be enacted in the form proposed.

Special rules exist with respect to extraordinary dividends for
"qualified preferred dividends," which are any fixed dividends payable with
respect to any share of stock which (i) provides for fixed preferred dividends
payable not less frequently than annually and (ii) is not in arrears as to
dividends at the time the holder acquires such stock. A qualified preferred
dividend does not include any dividend payable with respect to any share if the
actual rate of

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return of such stock for the period the stock has been held by the holder
receiving the dividend exceeds 15%. CORPORATE STOCKHOLDERS ARE URGED TO CONSULT
THEIR TAX ADVISORS WITH RESPECT TO THE POSSIBLE APPLICATION OF SECTION 1059 OF
THE CODE TO THEIR OWNERSHIP AND DISPOSITION OF NEW PREFERRED STOCK.

PREFERRED STOCK DISCOUNT

The New Preferred Stock is subject to mandatory redemption on October
31, 2006 (the "Mandatory Redemption"). In addition, on or after October 31,
2001 and subject to certain restrictions, the New Preferred Stock is redeemable
at any time at the option of the Company at specified redemption prices (the
"Optional Redemption"). See "Description of New Preferred Stock and Exchange
Debentures -- The New Preferred Stock -- Optional Redemption" and " - Mandatory
Redemption." Pursuant to Section 305(c) of the Code, holders of New Preferred
Stock may be required to treat a portion of the difference between the New
Preferred Stock's issue price and its redemption price as constructive
distributions of property includible in income on a periodic basis. For
purposes of determining whether such constructive distribution treatment
applies, the Mandatory Redemption and the Optional Redemption are tested
separately. Constructive distribution treatment is required if either (or both)
of these tests is satisfied.

Section 305(c) of the Code provides that the entire amount of a
redemption premium with respect to preferred stock that is subject to mandatory
redemption is treated as being distributed to the holders of such preferred
stock on an economic accrual basis. Preferred stock generally is considered to
have redemption premium for this purpose if the price at which it must be
redeemed (the "Redemption Price") exceeds its issue price (its fair market
value on the date of its issuance) by more than a de minimis amount. For this
purpose, such excess (the "Preferred Stock Discount") will be treated as zero
if it is less than 1/4 of 1% of the Redemption Price multiplied by the number
of complete years from the date of issuance of the stock until the stock must
be redeemed. Preferred Stock Discount is taxable as a constructive distribution
to the holder (treated as a dividend to the extent of the Company's current and
accumulated earnings and profits and otherwise subject to the treatment
described above for distributions) over the term of the preferred stock using a
constant interest rate method similar to that described below for accruing
original issue discount ("OID"). See "-- Original Issue Discount" below.

Under recently issued regulations (the "Regulations"), Preferred Stock
Discount will arise due to the Optional Redemption feature only if, based on
all of the facts and circumstances as of the date the New Preferred Stock is
issued,

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redemption pursuant to the Optional Redemption is more likely than not to
occur. Even if redemption were more likely than not to occur, however,
constructive distribution treatment would not result if the redemption premium
were solely in the nature of a penalty for premature redemption. For this
purpose, a penalty for premature redemption is a premium paid as a result of
changes in economic or market conditions over which neither the issuer nor the
holder has legal or practical control, such as changes in prevailing dividend
rates. The Regulations provide a safe harbor pursuant to which constructive
distribution treatment will not result from an issuer call right if (i) the
issuer and the holder are unrelated, (ii) there are no arrangements that
effectively require the issuer to redeem the stock and (iii) exercise of the
option to redeem would not reduce the yield of the stock. The Company does not
believe that the Optional Redemption would be treated as more likely than not
to be exercised under these rules. If the Optional Redemption were treated as
more likely than not to be exercised, Preferred Stock Discount could arise on
Dividend Shares.

Dividend Shares received by holders of the New Preferred Stock may
bear Preferred Stock Discount depending upon the issue price of such shares
(i.e., the fair market value of the Dividend Shares on the date of their
issuance). If shares of New Preferred Stock (including Dividend Shares) bear
Preferred Stock Discount, such shares generally will have different tax
characteristics from other shares of New Preferred Stock and might trade
separately, which might adversely affect the liquidity of such shares.

SALE, REDEMPTION AND EXCHANGE OF NEW PREFERRED STOCK

A redemption of shares of New Preferred Stock for cash or in exchange
for Exchange Debentures would be a taxable event.

A redemption of shares of New Preferred Stock for cash will generally
be treated as a sale or exchange if the holder does not own, actually or
constructively within the meaning of section 318 of the Code, any stock of the
Company other than the redeemed New Preferred Stock. If a holder does own,
actually or constructively, other stock of the Company, a redemption of New
Preferred Stock may be treated as a dividend to the extent of the Company's
current and accumulated earnings and profits (as determined for federal income
tax purposes). Such dividend treatment would not be applied if the redemption
is "not essentially equivalent to a dividend" with respect to the holder under
section 302(b)(1) of the Code. A distribution to a holder will be "not
essentially equivalent to a dividend" if it results in a "meaningful reduction"
in the holder's stock interest in the Company. For this purpose, a redemption
of New Preferred Stock that results in a reduction in the proportionate
interest in the Company (taking into account any actual ownership of common
stock of the Company and any stock constructively owned) of a holder whose
relative stock interest in the Company is minimal and who exercises no control
over corporate affairs should be regarded as a meaningful reduction in the
holder's stock interest in the Company.

If the redemption of the New Preferred Stock for cash is not treated
as a distribution taxable as a dividend, the redemption would result in capital
gain or loss equal to the difference between the amount of cash received and
the holder's adjusted tax basis in the New Preferred Stock redeemed, except to
the extent that the redemption price includes dividends which have been
declared by the Board of Directors of the Company prior to the redemption.
Similarly, upon the sale of the New Preferred Stock (other than in a redemption
or in exchange of the Exchange Debentures), the difference between the sum of
the amount of cash and the fair market value of other property received and the
holder's adjusted basis in the New Preferred Stock would result in capital gain
or loss. This gain or loss would be long-term capital gain or loss if the
holder's holding period for the New Preferred Stock exceeds one year. Under
current law, capital gains recognized by corporations are taxed at a maximum
rate of 35% and the maximum rate on net capital gains in the case of
individuals is 28%.

A redemption of New Preferred Stock in exchange for Exchange
Debentures will be subject to the same general rules as a redemption for cash,
except that the holder would have capital gain or loss equal to the difference
between the issue price of the Exchange Debentures received (as determined for
purposes of computing the original issue discount on such Exchange Debentures).
See the discussion below under "Original Issue Discount." Additionally,

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any such gain may be eligible for deferral under the installment sale method as
long as neither the Exchange Debentures nor the New Preferred Stock are readily
traded in an established securities market.

If a redemption of New Preferred Stock is treated as a distribution
that is taxable as a dividend, the amount of the distribution will be measured
by the amount of cash or the issue price of the Exchange Debentures, as the
case may be, received by the holder. The holder's adjusted tax basis in the
redeemed New Preferred Stock will be transferred to any remaining stock
holdings in the Company. If the holder does not retain any actual stock
ownership in the Company (only having a stock interest constructively), the
holder may lose such basis entirely. Under the "extraordinary dividend"
provision of Section 1059 of the Code, a corporate holder may, under certain
circumstances, be required to reduce its basis in its remaining shares of stock
of the Company (and possibly recognize gain upon a disposition of such shares)
to the extent the holder claims the 70% dividends received deduction with
respect to the dividend. See the discussion above under "-- Distributions on
New Preferred Stock."

Depending upon a holder's particular circumstances, the tax
consequences of holding Exchange Debentures may be less advantageous than the
tax consequences of holding New Preferred Stock because, for example, payments
of interest on the Exchange Debentures will not be eligible for any dividends
received deduction that may be available to corporate holders.

ORIGINAL ISSUE DISCOUNT

In the event that the New Preferred Stock is exchanged for Exchange
Debentures and the "stated redemption price at maturity" of the Exchange
Debentures exceeds their "issue price" by more than a de minimis amount, the
Exchange Debentures will be treated as having original issue discount ("OID")
equal to the entire amount of such excess.

If the Exchange Debentures are traded on an established securities
market within the sixty-day period ending thirty days after the exchange date,
the issue price of the Exchange Debentures will be their fair market value as
of their issue date. Subject to certain limitations described in the Treasury
Regulations, the Exchange Debentures will be deemed to be traded on an
established securities market if, among other things, price quotations will be
readily available from dealers, brokers, or traders. If the New Preferred
Stock, but not the Exchange Debentures issued and exchanged therefor, is traded
on an established securities market within the sixty-day period ending thirty
days after the exchange, then the issue price of each Exchange Debenture should
be the fair market value of the New Preferred Stock exchanged therefor at the
time of the exchange. The New Preferred Stock generally will be deemed to be
traded on an established securities market if it appears on a system of general
circulation that provides a reasonable basis to determine fair market value
based either on recent price quotations or recent sales transactions. In the
event that neither the New Preferred Stock nor the Exchange Debentures are
traded on an established securities market within the applicable period, the
issue price of the Exchange Debentures will be their stated principal
amount--namely, their face value--unless either (i) the Exchange Debentures do
not bear "adequate stated interest" within the meaning of section 1274 of the
Code, which is unlikely, or (ii) the Exchange Debentures are issued in a
so-called "potentially abusive situation" as defined in the Treasury
Regulations under section 1274 of the Code (including a situation involving a
recent sales transaction), in which case the issue price of such Exchange
Debentures generally will be the fair market value of the New Preferred Stock
surrendered in exchange therefor.

The "stated redemption price at maturity" of the Exchange Debentures
should equal the total of all payments under the Exchange Debentures, other
than payments of "qualified stated interest." "Qualified stated interest"
generally is stated interest that is unconditionally payable in cash or other
property (other than Exchange Debentures) at least annually at a single fixed
rate. Exchange Debentures that are issued when the Company has the option to
pay interest for certain periods in additional Exchange Debentures should be
treated as having been issued without any qualified stated interest.
Accordingly, the sum of all interest payable pursuant to the stated interest
rate on such Exchange Debentures over the entire term should be included (along
with stated principal) in the stated redemption price at maturity of such
Exchange Debentures. On the other hand, if the Exchange Debentures are issued
after the

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period for paying interest in additional Exchange Debentures has passed, then
stated interest would appear to qualify as qualified stated interest and none
of such stated interest would be included in the stated redemption price at
maturity of the Exchange Debentures.

TAXATION OF STATED INTEREST AND ORIGINAL ISSUE DISCOUNT ON EXCHANGE DEBENTURES

Each holder of an Exchange Debenture with OID will be required to
include in gross income an amount equal to the sum of the "daily portions" of
the OID for all days during the taxable year in which such holder holds the
Exchange Debenture. The daily portions of OID required to be included in a
holder's gross income in a taxable year will be determined under a constant
yield method by allocating to each day during the taxable year in which the
holder holds the Exchange Debenture a pro rata portion of the OID thereon which
is attributable to the "accrual period" in which such day is included. The
amount of the OID attributable to each accrual period will be the product of
the "adjusted issue price" of the Exchange Debenture at the beginning of such
accrual period multiplied by the "yield to maturity" of the Exchange Debenture
(properly adjusted for the length of the accrual period). The adjusted issue
price of an Exchange Debenture at the beginning of an accrual period is the
original issue price of the Exchange Debenture plus the aggregate amount of OID
that accrued in all prior accrual periods, and less any cash payments -- other
than qualified stated interest payments (which only would apply if the Exchange
Debentures were issued after October __, 2001) on the Exchange Debenture. The
"yield to maturity" is the discount rate that, when used in computing the
present value of all principal and interest payments to be made under the
Exchange Debenture, produces an amount equal to the issue price of the Exchange
Debenture. An "accrual period" may be of any length and may vary in length over
the term of the debt instrument, provided that each accrual period is no longer
than one year and each scheduled payment of principal or interest occurs either
on the final day or the first day of an accrual period.

An additional Exchange Debenture (a "Secondary Debenture") issued in
payment of interest with respect to an initially issued Exchange Debenture (an
"Initial Debenture") will not be considered as a payment made on the Initial
Debenture and will be aggregated with the Initial Debenture for purposes of
computing and accruing OID on the Initial Debenture. As between the Initial
Debenture and the Secondary Debenture, the adjusted issue price of the Initial
Debenture would be allocated between the Initial Debenture and the Secondary
Debenture in proportion to their respective principal amounts. That is, upon
the issuance of a Secondary Debenture with respect to an Initial Debenture, the
Initial Debenture and the Secondary Debenture derived from the Initial
Debenture are treated as initially having the same adjusted issue price and
inherent amount of OID per dollar of principal amount. The Initial Debenture
and the Secondary Debenture derived therefrom would be treated as having the
same yield to maturity. Similar treatment would be applied when additional
Exchange Debentures are issued on Secondary Debentures.

In the event that the Exchange Debentures are not issued with OID,
because they are issued after October 30, 2002, when the Company does not have
the option to pay interest thereon in additional Exchange Debentures and the
redemption price of the Exchange Debentures does not exceed their issue price
by more than a de minimis amount, stated interest would be included in income
by a holder in accordance with such holder's usual method of accounting. In all
other cases, all stated interest will be treated as payments on the Exchange
Debentures under the rules discussed above.

BOND PREMIUM ON EXCHANGE DEBENTURES

If New Preferred Stock is exchanged for Exchange Debentures that are
not treated as having OID, and the issue price of such Exchange Debentures
exceeds the amount payable at the maturity date (or earlier call date, if
appropriate), such excess will be deductible by the holder of the Exchange
Debentures as amortizable bond premium over the term of the Exchange Debentures
(taking into account earlier call dates, as appropriate), under a
yield-to-maturity formula, if an election by the holder under section 171 of
the Code is made or is already in effect. An election under section 171 of the
Code is available only if the Exchange Debentures are held as capital assets.
This election is revocable only with the consent of the IRS and applies to all
obligations owned or acquired by the holder

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on or after the first day of the taxable year to which the election applies. To
the extent the excess is deducted as amortizable bond premium, the holder's
adjusted tax basis in the Exchange Debentures will be reduced. Except as may
otherwise be provided in future Treasury Regulations, the amortizable bond
premium will be treated as an offset to interest income on the Exchange
Debentures rather than as a separate deduction item.

ACQUISITION PREMIUM ON EXCHANGE DEBENTURES

A holder of an Exchange Debenture issued with OID who purchases such
Exchange Debenture for an amount that is greater than its then adjusted issue
price but equal to or less than the sum of all amounts payable on the Exchange
Debenture after the purchase date (other than payments, if any, of qualified
stated interest) will be considered to have purchased such Exchange Debenture
at an "acquisition premium." Under the acquisition premium rules, the amount
of OID which such holder must include in income with respect to such Exchange
Debenture for any taxable year will be reduced by the portion of such
acquisition premium properly allocable to such year.

MARKET DISCOUNT ON EXCHANGE DEBENTURES

Purchasers of New Preferred Stock should be aware that the disposition
of Exchange Debentures may be affected by the market discount provisions of the
Code. The market discount rules generally provide, if a holder of a debt
instrument purchases it at a "market discount" and thereafter realizes gain
upon a disposition or a retirement of the debt instrument, the lesser of such
gain or the portion of the market discount that has accrued on a straight-line
basis (or on a constant interest rate basis, if such alternative rate of
accrual has been elected by the holder under section 1276(b) of the Code) while
the debt instrument was held by such holder will be taxed as ordinary income at
the time of such disposition. "Market discount" with respect to the Exchange
Debentures will be the amount,if any, by which the "revised issue price" of an
Exchange Debenture (or its stated redemption price at maturity of the exchange
Debenture has no OID) exceeds the holders basis in the Exchange Debenture
immediately after such holder's acquisition, subject to a de minimis exception.
The "revised issue price" of an Exchange Debenture is its issue price increased
by the portion of OID previously includible in the gross income of prior
holders for periods prior to the acquisition of the Exchange Debenture by the
holder (without regard to any acquisition premium exclusion) and reduced by
prior payments other than payments of qualified stated interest.

A holder who acquires an Exchange Debenture at a market discount also
may be required to defer a portion of any interest expense that otherwise may
be deductible on any indebtedness incurred or maintained to purchase or carry
such Exchange Debenture until the holder disposes of the Exchange Debenture in
a taxable transaction. Moreover, to the extent of any accrued market discount
on such Exchange Debentures, any partial principal payment with respect to
Exchange Debentures will be includible as ordinary income upon receipt, as will
the Exchange Debenture's fair market value on certain otherwise non-taxable
transfers (such as gifts).

A holder of Exchange Debentures acquired at a market discount may
elect for federal income tax purposes to include market discount in a gross
income as the discount accrues, either on a straight-line basis or on a
constant interest rate basis. This current inclusion election, once made,
applies to all market discount obligations acquired on or after the first day
of the first taxable year to which the election applies, and may not be revoked
without the consent of the IRS. If a holder of Exchange Debentures makes such
an election, the foregoing rules with respect to the recognition of ordinary
income on sales and other dispositions of such debt instruments, and with
respect to the deferral of interest deductions on indebtedness incurred or
maintained to purchase or carry such debt instruments, would not apply.

The Company will furnish annually to the IRS and to record holders of
the Exchange Debentures information relating to the OID, if any, accruing
during the calendar year. Such information will be based on the amount of OID
that would have accrued to a holder who acquired the Exchange Debenture on
original issue. Accordingly, other

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<PAGE> 132

holders will be required to determine for themselves whether they are eligible
to report a reduced amount of OID for federal income tax purposes.

REDEMPTION OR SALE OF EXCHANGE DEBENTURES

Generally, any redemption or sale of Exchange Debentures by a holder
would result in taxable gain or loss equal to the difference between the sum of
amount of cash and the fair market value of other property received (except to
the extent that cash received is attributable to accrued, but previously
untaxed, qualified stated interest, which portion of the consideration would be
taxed as ordinary income) and the holder's adjusted tax basis in the Exchange
Debentures. The adjusted tax basis of a holder who receives an Exchange
Debenture in exchange for New Preferred Stock will generally be equal to the
issue price of the Exchange Debenture increased by any OID with respect to the
Exchange Debenture included in the holder's income prior to sale or redemption
of the Exchange Debenture, reduced by any amortizable bond premium applied
against the holder's income prior to sale or redemption of the Exchange
Debenture, reduced by any amortizable bond premium applied against the holder's
income prior to sale or redemption of the Exchange Debenture and by payments
other than payments of qualified stated interest. Except to the extent that an
intention to call the Exchange Debentures prior to their maturity existed at
the time of their original issue as an agreement or understanding between the
Company and the original holders of a substantial amount of the Exchange
Debentures (which is unlikely), and subject to the above discussion of market
discount, such gain or loss would be long-term capital gain or loss if the
holder's holding period for the Exchange Debentures exceeded one year.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY AND TO CORPORATE HOLDERS

Pursuant to section 163 of the Code and in the event that the Exchange
Debentures are "applicable high yield discount obligations" ("AHYDOs"), a
portion of the OID (if any) accruing on the Exchange Debentures may be treated
as a dividend generally eligible for the dividends-received deduction in the
case of corporate holders, and the company would not be entitled to deduct the
"disqualified portion of the OID accruing on the Exchange Debentures and would
be allowed to deduct the remainder of the OID only when paid in cash.

The Exchange Debentures will constitute AHYDOs if they (i) have a term
of more than five years, (ii) have a yield to maturity equal to or greater than
the sum of the applicable federal rate at the time of issuance of the Exchange
Debentures (the "AFR") plus five percentage points, and (iii) have
"significant" OID. A debt instrument is treated as having "significant" OID if
the aggregate amount that would be includible in gross income with respect to
such debt instrument for periods before the close of any accrual period ending
after the date five years after the date of issue exceeds the sum of (i) the
aggregate amount of interest to be paid in cash under the debt instrument
before the close of such accrual period and (ii) the product of the initial
issue price of such debt instrument and its yield to maturity. Because the
amount of OID, if any, attributable to the Exchange Debentures will be
determined at the time such Exchange Debentures are issued and the AFR at that
point in time is not predictable, it is impossible currently to determine
whether Exchange Debentures will be treated as AHYDOs.

If an Exchange Debenture is treated as an AHYDO, a holder would be
treated as receiving dividend income to the extent of the lesser of (i) the
Company's current and accumulated earnings and profits, and (ii) the
"disqualified portion" of the OID of such AHYDO. The "disqualified portion" of
the OID is equal to the lesser of (i) the amount of OID or (ii) the portion of
the "total return" (i.e., the excess of all payments to be made with respect to
the Exchange Debenture over its issue price) in excess of the AFR plus six
percentage points.

BACKUP WITHHOLDING

A holder of a Security may be subject to back withholding at the rate
of 31 percent with respect to dividends on the New Preferred Stock, interest on
the Exchange Debentures or sales proceeds thereof, unless such Holder (a) is a
corporation or comes within certain other exempt categories and, when required,
demonstrates to exemption

-123-
<PAGE> 133

or (b) provides a correct taxpayer identification number, certifies as to no
loss of exemption from backup withholding and otherwise complies with
applicable requirements of the backup withholding rules. A holder of a Security
who does not provide the holder's correct taxpayer identification number upon
request may be subject to penalties imposed by the IRS. Any amount paid as
backup withholding would be creditable against the holder's federal income tax
liability.

THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
DOES NOT CONSIDER THE FACTS AND CIRCUMSTANCES OF ANY PARTICULAR PROSPECTIVE
PURCHASER'S SITUATION OR STATUS. ACCORDINGLY, EACH PURCHASER OF NEW PREFERRED
STOCK SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES
TO IT, INCLUDING THOSE UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

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<PAGE> 134

UNDERWRITING

Subject to the terms and conditions of the underwriting agreement (the
"Underwriting Agreement") among the Company and BT Securities Corporation and
Goldman, Sachs & Co. (collectively, the "Underwriters"), the Underwriters have
agreed to purchase, and the Company has agreed to sell to the Underwriters, all
of the shares of New Preferred Stock offered hereby.

The Underwriting Agreement provides that the obligation of the
Underwriters to pay for and accept delivery of the New Preferred Stock is
subject to the approval of certain legal matters by counsel and to various
other conditions. The nature of each Underwriter's obligation is such that
each is severally committed to purchase the number of shares of New Preferred
Stock set forth opposite its name if it purchases any.

<TABLE>
<CAPTION>
Underwriters Number of
------------ Shares
------
<S> <C>
BT Securities Corporation . . . . . . . . . . .
Goldman, Sachs & Co. . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . -----------

===========
</TABLE>

The Underwriters propose to offer the shares of New Preferred Stock
directly to the public at the public offering price set forth on the cover page
hereof, and to certain dealers at such price less a concession not in excess of
$ per share. The Underwriters may allow and such dealers may reallow a
concession not in excess of $ per share. After the initial public offering
of the New Preferred Stock, the public offering price and other selling terms
may be changed. In addition, First Union Capital Markets Corp. shall be paid a
fee of $150,000 for services rendered in connection with the sale of the New
Preferred Stock, which shall be paid from the underwriting discounts set forth
on the cover page of this Prospectus. First Union Capital Markets Corp. is not
an Underwriter with respect to any of the New Preferred Stock offered hereby.

The Company does not intend to apply for listing of the New Preferred
Stock on a national securities exchange, but has been advised by each of the
Underwriters that it presently intends to make a market in the New Preferred
Stock, as permitted by applicable laws and regulations. The Underwriters are
not obligated, however, to make a market in the New Preferred Stock, and any
such market making may be discontinued at any time by one or all of the
Underwriters at the sole discretion of such Underwriters. There can be no
assurance that an active public market for the New Preferred Stock will
develop.

The Company and the Guarantors have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required
to make in respect thereof.

Under the Conduct Rules of the National Association of Securities
Dealers, Inc. (the "NASD"), no member of the NASD or an affiliate of such
member may participate in the distribution of a public offering of equity
securities issued by a company if the member and/or its affiliates have a
conflict of interest (as defined) unless the price at which such equity
securities are to be distributed to the public is no higher than that
recommended by a "qualified independent underwriter" meeting certain standards.
As defined by the NASD, a "conflict of interest" exists when, among other
things, a member and/or its affiliates in the aggregate beneficially own 10% or
more of the preferred equity of a company. BT Investment Partners, Inc., an
affiliate of BT Securities Corporation, is the holder of in excess of 10% of
the Company's Existing Preferred Stock, as well as the holder of warrants to
purchase shares of the Company's Class C Common Stock. First Union Capital
Partners, Inc., an affiliate of First Union Capital Markets Corp., holds
warrants to purchase shares of the Company's Class C Common Stock.

-125-
<PAGE> 135

Goldman, Sachs & Co. has agreed to act as a qualified independent
underwriter in connection with the Offering. The price at which the New
Preferred Stock will be distributed to the public will be no more than that
recommended by Goldman, Sachs & Co. Goldman, Sachs & Co., acting as qualified
independent underwriter, has participated in the preparation of this Prospectus
and the Registration Statement of which this Prospectus is a part and has
exercised the usual standards of due diligence with respect thereto and will
receive a fee of $_________ in connection with its services as qualified
independent underwriter. The Company and the Guarantors have agreed to
indemnify Goldman, Sachs & Co. as qualified independent underwriter against
certain liabilities, including liabilities under the Securities Act.

Bankers Trust Company, an affiliate of BT Securities Corporation and
BT Investment Partners, Inc., has in the past provided commercial banking
services for an affiliate of the Company, for which Bankers Trust Company has
received customary compensation. BT Securities Corporation and its affiliates
have provided and may provide other financial, advisory or commercial or
investment banking services to the Company or its affiliates in the future, for
which they have received and will receive customary compensation.

LEGAL MATTERS

Certain legal matters with respect to the issuance of New Preferred
Stock will be passed upon for the Company by Holland & Knight (a partnership
including professional associations), and for the Underwriters by Cahill Gordon
& Reindel (a partnership including a professional corporation). Certain legal
matters under the Communications Act and the rules and regulations promulgated
thereunder by the FCC will be passed upon for the Company and the Underwriters
by Dow, Lohnes & Albertson (a professional limited liability company).

EXPERTS

The financial statements included herein and incorporated in this
Prospectus by reference to Paxson Communications Corporation's Annual Report on
Form 10-K for the year ended December 31, 1995, and the financial statements of
WHUB, Inc., WTKS-FM (a division of Press Broadcasting Company), Todd
Communications, Inc. (WFSJ-FM) and Southern Broadcasting Companies, Inc. each
as of and for the year ended December 31, 1995 included in this Prospectus,
have been so incorporated and included in reliance on the reports of Price
Waterhouse LLP, independent certified public accountants, given on the
authority of said firm as experts in auditing and accounting.

The financial statements of the Fort Lauderdale Radio Stations (a
division of T.K. Communications, L.C.) for the year ended December 31, 1995
included in this Prospectus have been so included in reliance on the report of
Mathieson Aitken Jemison, LLP, independent certified public accountants, given
on the authority of said firm as experts in auditing and accounting.

The financial statements of Radio Station WDIZ-FM (a division of
Shamrock Communications, Inc.) as of and for the year ended December 31, 1995
included in this Prospectus have been so included in reliance on the report of
Robert Rossi & Co., independent certified public accountants, given on the
authority of said firm as experts in auditing and accounting.

The financial statements of KXLI (a division of KX Acquisition Limited
Partnership) as of and for the year ended December 31, 1995 included in this
Prospectus have been so included in reliance on the report of Schweitzer Rubin
Karon & Bremer, independent certified public accountants, given on the
authority of said firm as experts in auditing and accounting.

-126-
<PAGE> 136

[PAXSON LOGO]

-127-
<PAGE> 137

INDEX TO PRO FORMA FINANCIAL INFORMATION

<TABLE>
<S> <C>
Pro Forma Financial Information....................................................... P-2
Unaudited Pro Forma Consolidated Balance Sheet:
At December 31, 1995................................................................ P-3
Notes to Unaudited Pro Forma Consolidated Balance Sheet............................. P-4
Unaudited Pro Forma Consolidated Statements of Operations:
For the Six Months Ended June 30, 1996.............................................. P-5
For the Year Ended December 31, 1995................................................ P-6
Notes to Unaudited Pro Forma Consolidated Statements of Operations For the Year
Ended December 31, 1995 and the Six Months Ended June 30, 1996................... P-7
For the Twelve Months Ended June 30, 1996........................................... P-9
Notes to Unaudited Pro Forma Consolidated Statement of Operations For the Twelve
Months Ended June 30, 1996....................................................... P-10
</TABLE>

P-1
<PAGE> 138

PRO FORMA FINANCIAL INFORMATION

The following unaudited summary pro forma statement of operations data and
other data give effect to (i) the consummation of the Offering; (ii) the
significant business acquisitions of KZKI-TV, WGOT-TV, and WTVX-TV during 1995;
(iii) the proposed significant business acquisition of the Fort Lauderdale Radio
Stations (WSHE-FM and WSRF-AM); (iv) the business acquisition of Todd
Communications, Inc. (WFSJ-FM) and the proposed business acquisitions of
Southern Broadcasting Companies, Inc. (WSNI-FM, WPAP-FM, and WPBH-FM), WDIZ-FM,
WTKS-FM, WHUB Inc. (WHUB-FM and WHUB-AM) and KXLI-TV (the Other Acquisitions);
(v) the Equity Offering; (vi) the termination of the put rights of the holders
of the Class A and B Common Stock Warrants; and (vii) the issuance of the Notes,
as if such events had occurred on January 1, 1995. Other Proposed Acquisitions
are asset acquisitions or are immaterial both individually and in the aggregate
and therefore are not included in the pro forma financial information. Where
necessary, prior operators' fiscal years have been conformed to the Company's
December 31 year end. In addition, depreciation and amortization expense as well
as interest has been increased for each of the periods presented to reflect the
purchase of all stations included in the Proposed Acquisitions and acquisitions
which have closed subsequent to June 30, 1996. The following unaudited summary
pro forma balance sheet data gives effect to (i) the consummation of the
Offering; (ii) the Proposed Acquisitions and related capital expenditures; (iii)
capital expenditures on existing properties; and (iv) acquisitions which have
closed subsequent to June 30, 1996, as if such events had occurred on June 30,
1996.

The Proposed Acquisitions will be accounted for using the purchase method
of accounting. The total cost of the Proposed Acquisitions will be allocated to
the tangible and intangible assets acquired and liabilities assumed based upon
their respective fair values. The allocation of the respective purchase prices
included in the pro forma financial information is preliminary. The Company does
not expect that the final allocation of the purchase prices will materially
differ from the preliminary allocation.

The pro forma adjustments are based upon available information and certain
assumptions that the Company believes are reasonable under the circumstances.
The pro forma consolidated financial information should be read in conjunction
with the Company's consolidated financial statements and notes thereto and the
financial statements and notes thereto related to the Other Acquisitions
appearing elsewhere in this Prospectus. The unaudited pro forma statement of
operations data are not necessarily indicative of the results that would have
occurred if the Offering and acquisitions had occurred on the dates indicated,
nor are they indicative of the Company's future results of operations. There can
be no assurance whether or when the Proposed Acquisitions will be consummated.

P-2
<PAGE> 139

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)

<TABLE>
<CAPTION>
AT JUNE 30, 1996
-----------------------------------------------------------
TRANSACTIONS
SUBSEQUENT TO PRO FORMA
COMPANY JUNE 30, 1996(B) ADJUSTMENTS PRO FORMA(A)
-------- ---------------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents............... $115,577 $(15,750) $ (13,500)(f) $ 3,954
(207,698)(d)
143,750(c)
(28,425)(e)
10,000(h)
Accounts receivable, net................ 19,354 19,354
Prepaid expenses and other current
assets............................... 2,488 2,488
Current program rights.................. 665 665
-------- -------- --------- --------
Total current assets............ 138,084 (15,750) (95,873) 26,461
Property and equipment, net............... 110,430 12,800 13,500(f) 188,560
51,830(d)
Intangible assets, net.................... 121,301 14,885 189,101(d) 325,287
Other assets, net......................... 28,480 (450) (12,925)(d) 15,105
Investments in broadcast properties....... 38,887 (14,985) (9,308)(d) 18,094
3,500
Program rights, net....................... 267 267
-------- -------- --------- --------
Total assets......................... $437,449 $ -- $ 136,325 $573,774
======== ======== ========= ========
LIABILITIES, REDEEMABLE SECURITIES AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable other and accrued
liabilities.......................... $ 6,948 $ 6,948
Accrued interest........................ 6,730 6,730
Current portion of program rights
payable.............................. 642 642
Current portion of long-term debt....... 570 570
-------- -------- --------- --------
Total current liabilities....... 14,890 -- -- 14,890
Program rights payable.................... 277 277
Long-term debt............................ 3,765 10,000(h) 13,765
Senior subordinated notes, net (g)........ 227,508 227,508
Redeemable Senior preferred stock......... 18,393 (18,393)(e) --
Redeemable Series B preferred stock....... 2,990 (2,990)(e) --
Redeemable Junior preferred stock......... 34,090 34,090
Cumulative Exchangeable preferred stock... -- 150,000(c) 143,750
(6,250)(c)
Class A Common Stock...................... 39 1(d) 40
Class B Common Stock...................... 8 8
Class C Common Stock...................... -- --
Class A and B common stock warrants....... 6,863 6,863
Class C common stock warrants............. 4,282 4,282
Stock subscription notes receivable....... (17) (17)
Additional paid-in capital................ 197,425 10,999(d) 208,424
Deferred option plan compensation......... (1,950) (1,950)
Accumulated deficit....................... (71,114) (7,042)(e) (78,156)
-------- -------- --------- --------
Total liabilities, redeemable
securities and common
stockholders' equity.......... $437,449 $ -- $ 136,325 $573,774
======== ======== ========= ========
</TABLE>

P-3
<PAGE> 140

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(DOLLARS IN THOUSANDS)

(a) The pro forma balance sheet at June 30, 1996 gives effect to: (i) the
consummation of the Offering; (ii) the Proposed Acquisitions and related capital
expenditures; (iii) capital expenditures on existing properties; and (iv)
acquisitions which have closed subsequent to June 30, 1996.

(b) To reflect the use of cash for acquisitions subsequent to June 30,
1996, including the exercise of options to purchase WTJC-TV, KUBD-TV, WCEE-TV,
KWBF-TV and other acquisitions as well as the financing of $3,500 in connection
with CNI's acquisition of WHKE-TV, preliminary purchase accounting allocations
for such acquisitions and related capital expenditures. Use of cash is net of
$450 of funds escrowed at June 30, 1996 and notes receivable of $14,985
previously recorded as investments in broadcast properties. Use of cash for
acquisitions closed subsequent to June 30, 1996 is detailed as follows:

<TABLE>
<S> <C>
Property and equipment.................................................... $ 12,800
Intangible assets......................................................... 14,885
Other assets.............................................................. (450)
Investments in broadcast properties....................................... 3,500
Application of previous investments in broadcast properties............... (14,985)
--------
Cash used for acquisitions.............................................. $ 15,750
========
</TABLE>

(c) To reflect the proceeds from the Offering of $150,000, net of
underwriting discounts and commissions and estimated offering expenses of
$6,250.

(d) To reflect the use of proceeds for the Proposed Acquisitions and
related capital expenditures, preliminary purchase accounting allocations for
such acquisitions and related capital expenditures. Use of proceeds is net of
$12,925 of funds escrowed and advanced which are included in other assets, notes
receivable of $9,308 previously recorded as investments in broadcast properties
and the issuance of $11,000 of the Company's Class A Common Stock in connection
with the proposed acquisition of WSHE-FM and WSRF-AM and the options to acquire
WOAC-TV, WNGM-TV and WTVX-TV. Use of proceeds for Proposed Acquisitions and
related capital expenditures are detailed as follows:

<TABLE>
<S> <C>
Property and equipment.................................................... $ 51,830
Intangible assets......................................................... 189,101
Other assets.............................................................. (12,925)
Application of previous investments in broadcast properties............... (9,308)
Common Stock and additional paid-in capital............................... (11,000)
--------
Proceeds used for Proposed Acquisitions and related capital
expenditures......................................................... $207,698
========
</TABLE>

(e) To reflect the redemption of the Senior Preferred Stock including $950
of redemption premiums and approximately $6,527 of accretion and accrued
dividends from June 30, 1996 through December 15, 1996, the initial date at
which the Senior Preferred Stock can be redeemed by the Company. The redemption
value and accrued dividends of the Senior Preferred Stock at December 15, 1996
has been discounted by $435 at 7.3% to reflect the Company's anticipated
redemption date of October 1, 1996, in accordance with the revised terms of the
Senior Preferred Stock.

(f) To reflect the use of proceeds for capital expenditures on existing
properties.

(g) $230,000 Senior Subordinated Notes issued on September 28, 1995, net of
$2,700 original issue discount, due 2002.

(h) To reflect the Pro Forma borrowings under the Company's $100 Million
Credit Facility in order to complete the Proposed Acquisitions and related
capital expenditures.

For additional information with respect to specific prices and capital
expenditures for each Proposed Acquisition, see "The Proposed Acquisitions."

P-4
<PAGE> 141

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1996
--------------------------------------------------------------------------
WSHE-FM OTHER PRO FORMA
COMPANY(A) WSRF-AM(B) ACQUISITIONS(B) ADJUSTMENTS PRO FORMA(C)
---------- ---------- --------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Total revenues.............. $ 69,370 $1,826 $ 6,623 $ 77,819
Operating expenses,
excluding depreciation,
amortization and option
plan compensation......... 51,724 1,953 5,337 (720)(e) 58,294
Option plan
compensation(f)........... 2,292 2,292
Depreciation and
amortization.............. 11,737 66 538 9,987(g) 22,328
-------- ------ ------ -------- --------
Income (loss) from
operations................ 3,617 (193) 748 (9,267) (5,095)
Interest expense............ (15,098) (457) (105) 677(h) (14,983)
Interest income............. 4,035 2 4 (1,302)(i) 2,739
Other income (expense),
net....................... (559) (224) 61(j) (722)
-------- ------ ------ -------- --------
Net income (loss)........... $ (8,005) $ (648) $ 423 $ (9,831) $(18,061)
====== ======
Dividends and accretion on
preferred stock and common
stock warrants(k)......... (7,414) (4,456)(l) (11,870)
-------- -------- --------
Net loss attributable to
common stock.............. $(15,419) $ (14,287) $(29,931)
======== ======== ========
Loss per share data:
Net loss.................. $ (0.20) $ (0.38)
Net loss attributable to
common stock........... $ (0.38) $ (0.63)
Weighted average shares
outstanding............... 40,567 7,236(m) 47,803
======== ======== ========
</TABLE>

P-5
<PAGE> 142

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1995
----------------------------------------------------------------------------------------------------
LOS WEST PALM
ANGELES BOSTON BEACH WSHE-FM
(KZKI- (WGOT- (WTVX- WSRF- OTHER PRO FORMA PRO
COMPANY(A) TV)(B) TV)(B) TV)(B) AM(B) ACQUISITIONS(B) ADJUSTMENTS FORMA(C)
-------- --------- --------- --------- --------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenues............. $103,074 $ 1,019 $ 600 $ 3,124 $ 7,684 $ 13,144 $ 289(d) $ 128,934
Operating expenses,
excluding depreciation,
amortization and option
plan compensation........ 82,103 351 583 2,682 5,329 11,442 (2,174)(e) 100,471
155(d)
Option plan
compensation(f).......... 10,803 10,803
Depreciation and
amortization............. 18,719 279 128 294 527 1,119 19,500(g) 40,566
-------- ------ ----- ------ ------- ------- -------- --------
Income (loss) from
operations............... (8,551) 389 (111) 148 1,828 583 (17,192) (22,906)
Interest expense........... (16,303) (271) (174) (532) (1,116) (210) (11,360)(h) (29,966)
Interest income............ 1,709 6 (14)(i) 1,701
Other income (expense),
net...................... (982) (10) (88) 5 72 (174)(j) (1,177)
Benefit for income taxes... 1,280 1,280
Extraordinary item......... (10,626) (10,626)
-------- ------ ----- ------ ------- ------- -------- --------
Net income (loss).......... $(33,473) $ 118 $(295) $ (472) $ 717 $ 451 $ (28,740) $ (61,694)
====== ===== ====== ======= =======
Dividends and accretion on
preferred stock and
common stock
warrants(k).............. (13,297) (10,054)(l) (23,351)
-------- -------- --------
Net loss attributable to
common stock............. $(46,770) $ (38,794) $ (85,045)
======== ======== ========
Loss per share data:
Net loss................. $ (0.97) $ (1.30)
Net loss attributable to
common stock........... $ (1.36) $ (1.79)
Weighted average shares
outstanding............ 34,430 13,181(m) 47,611
======== ======== ========
</TABLE>

P-6
<PAGE> 143

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS)

(a) Reflect the results of operations during the year ended December 31,
1995 and the six months ended June 30, 1996 for (i) significant business
acquisitions of KZKI-TV, WGOT-TV and WTVX-TV since their respective dates of
acquisition in 1995; (ii) asset acquisitions and insignificant business
acquisitions since their dates of acquisition; (iii) operations pursuant to time
brokerage agreements ("TBAs") since their respective dates of commencement; and
(iv) insignificant terminated operations until such time of termination.

(b) Reflects prior operator results.

(c) Pro forma statements of operations for the year ended December 31, 1995
and the six months ended June 30, 1996, give effect to (i) the consummation of
the Offering; (ii) the significant business acquisitions of KZKI-TV, WGOT-TV and
WTVX-TV in 1995; (iii) the proposed significant business acquisition of the Fort
Lauderdale Radio Stations (WSHE-FM and WSRF-AM); (iv) the Other Acquisitions;
(v) the Equity Offering; (vi) the termination of the put rights of the holders
of the Class A and B Common Stock Warrants; and (vii) the issuance of the Notes,
on September 28, 1995, as if such events had occurred on January 1, 1995. Other
Proposed Acquisitions are asset acquisitions or are immaterial both individually
and in the aggregate and are therefore not included in the pro forma financial
information. Where necessary, prior operators' fiscal years have been conformed
to the Company's December 31 year end. In addition, depreciation and
amortization expense and interest expense have been increased for each of the
periods presented to reflect the purchase of all stations included in the
Proposed Acquisitions and acquisitions which have closed subsequent to June 30,
1996.

(d) Reflects KZKI's operations from January 1, 1995 to January 31, 1995.

(e) To reflect for the year ended December 31, 1995 (i) the elimination of
$372 of general and administrative costs which represent redundant facilities
and staff for WTVX-TV; (ii) the elimination of $495 which represents TBA fees
paid by the Company to prior licensees of stations acquired; (iii) the
elimination of stockholder salaries of $300 incurred by WHUB, Inc.; (iv) the
elimination of redundant operating expenses of $375 incurred by Todd
Communications, Inc.; (v) the elimination of $736 of redundant corporate
overhead of WSHE-FM and WSRF-AM; and (vi) the increase in time brokerage expense
of $104 for TBA fees for WTVX-TV, to reflect amounts payable had the TBA been
entered into on January 1, 1995.

To reflect for the six months ended June 30, 1996 (i) the elimination of
stockholder salaries of $144 incurred by WHUB, Inc.; (ii) the elimination of
redundant operating expenses of $77 incurred by Todd Communications, Inc.; and
(iii) the elimination of $499 of redundant corporate overhead of WSHE-FM and
WSRF-AM.

(f) Option plan compensation represents a non-cash charge associated with
the granting of common stock options to employees under the Company's Stock
Incentive Plan. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Results of Operations" and "Management -- Stock
Incentive Plan."

P-7
<PAGE> 144

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS -- (CONTINUED)

(g) To reflect the increase in depreciation and amortization expense for
purchase accounting allocations made for the acquisitions which have closed
since January 1, 1995, the Proposed Acquisitions and acquisitions closed
subsequent to June 30, 1996 as follows:

<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
1995 1996
------------ ----------------
<S> <C> <C>
Pro forma depreciation................................... $ 23,441 $ 13,115
Pro forma amortization................................... 17,125 9,213
-------- --------
Total pro forma depreciation and
amortization................................. 40,566 22,328
Less: amounts as reported................................ (21,066) (12,341)
-------- --------
Total.......................................... $ 19,500 $ 9,987
======== ========
</TABLE>

(h) Adjustment necessary to reflect interest expense associated with the
$230,000 Senior Subordinated Notes issued on September 28, 1995 and other debt
outstanding at June 30, 1996, as if such debt had been outstanding since January
1, 1995, and the effect of the reduction in outstanding short term borrowings as
a result of the Equity Offering, as follows:

<TABLE>
<CAPTION>
FOR THE
YEAR ENDED FOR THE
DECEMBER 31, SIX MONTHS ENDED
1995 JUNE 30, 1996
------------ ----------------
<S> <C> <C>
11% Senior Subordinated Notes due 2002................... $ 26,999 $ 13,499
Other debt............................................... 1,434 717
Amortization of loan costs............................... 1,533 767
-------- --------
Total pro forma interest expense............... 29,966 14,983
Less: amounts as reported................................ (18,606) (15,660)
-------- --------
Total.......................................... $ 11,360 $ (677)
======== ========
</TABLE>

(i) To reflect the elimination of interest income earned on investments in
broadcast properties of $1,302 for the six months ended June 30, 1996 and $14
for the year ended December 31, 1995 as such investments are assumed to have
been applied towards the purchase price of certain acquisitions and proposed
acquisitions as of January 1, 1995.

(j) To reflect (i) the elimination of $98 of non-recurring expenses
relating to the bankruptcy reorganization of WTVX-TV; (ii) the elimination of
$272 of marketing fees from affiliates earned by Southern Broadcasting
Companies, Inc. for marketing fees ($37 of marketing expenses to affiliates for
the six months ended June 30, 1996); and (iii) the elimination of $24 for the
six months ended June 30, 1996 in non-recurring expenses incurred by KXLI
relating to a joint operations agreement.

(k) Dividends and accretion on preferred stock and common stock warrants
represent such amount for the Senior Preferred Stock (15% dividend rate),
redeemable Class A and B common stock warrants and Junior Preferred Stock (12%
dividend rate). Such capital stock is mandatorily redeemable and certain issues
accrete. See "Description of Capital Stock."

(l) To reflect the redemption of the Senior Preferred Stock and the
issuance of the Cumulative Exchangeable Preferred Stock and the net pro forma
effect on dividends and accretion on preferred stock.

(m) To reflect an increase in the weighted average shares outstanding as a
result of the Equity Offering, 139 shares in connection with the acquisition of
Todd Communications, Inc. (WFSJ-FM) and 888 shares of Class A Common Stock in
connection with certain Proposed Acquisitions as if such events had taken place
on January 1, 1995.

P-8
<PAGE> 145

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
----------------------------------------------------------------------------------------
WEST PALM
BEACH WSHE-FM OTHER PRO FORMA
COMPANY(a) (WTVX-TV)(b) WSRF-AM(b) ACQUISITIONS(b) ADJUSTMENTS PRO FORMA(c)
---------- ------------ ------------ -------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Total revenues....... $128,088 $ 482 $ 5,369 $ 13,946 $147,885
Operating expenses,
excluding
depreciation,
amortization and
option plan
compensation..... 96,182 491 4,600 12,067 (1,807)(d) 111,533
Option plan
compensation(e).... 3,691 3,691
Depreciation and
amortization....... 22,402 42 593 1,322 19,224(f) 43,583
-------- ----- ------- ------- ------- --------
Income (loss) from
operations......... 5,813 (51) 176 557 (17,417) (10,922)
Interest expense..... (26,514) (85) (1,573) 92 (1,886)(g) (29,966)
Interest income...... 5,166 2 8 (1,309)(h) 3,867
Other income
(expense), net..... (1,527) (22) 8 (305) (26)(i) (1,872)
Benefit for income
taxes.............. 640 640
Extraordinary item... (10,626) (10,626)
-------- ----- ------- ------- ------- --------
Net income (loss).... $(27,048) $ (158) $ (1,387) $ 352 $ (20,638) $(48,879)
===== ======= =======
Dividends and
accretion on
preferred stock and
common stock
warrants(j)........ (14,847) (8,703)(k) (23,550)
-------- ------- --------
Net loss attributable
to common stock.... $(41,895) $ (29,341) $(72,429)
======== ======= ========
Loss per share data:
Net loss........... $ (0.67) $ (1.02)
Net loss
attributable to
common stock..... $ (1.03) $ (1.52)
Weighted average
shares
outstanding...... 40,567 7,155(l) 47,722
======== ======= ========
</TABLE>

P-9
<PAGE> 146

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS)

(a) Reflects the results of operations for the twelve months ended June 30,
1996 for the Company, as previously reported.

(b) Reflects prior operator results, during the twelve months ended June
30, 1996.

(c) Pro forma statement of operations data for the twelve months ended June
30, 1996, give effect to (i) the consummation of the Offering; (ii) the
significant business acquisition of WTVX-TV in 1995; (iii) the proposed
significant business acquisition of the Fort Lauderdale Radio Stations (WSHE-FM
and WSRF-AM); (iv) the Other Acquisitions; (v) the Equity Offering; (vi) the
termination of the put rights of the holders of the Class A and B Common Stock
Warrants; and (vi) the issuance of the Notes, as if such events had occurred on
July 1, 1995. Other Proposed Acquisitions are asset acquisitions or are
immaterial both individually and in the aggregate and are therefore not included
in the pro forma financial information. Where necessary, prior operators' fiscal
years have been conformed to the June 30 year end presented herein. In addition,
depreciation and amortization expense and interest expense have been increased
for the period presented to reflect the purchase of all stations included in the
Proposed Acquisitions and acquisitions which have closed subsequent to June 30,
1996.

(d) To reflect for the twelve months ended June 30, 1996 (i) the
elimination of $186 of general and administrative costs which represent
redundant facilities and staff for WTVX-TV; (ii) the elimination of $247 which
represent TBA fees paid by the Company to prior licensees of stations acquired;
(iii) the elimination of stockholder salaries of $294 incurred by WHUB, Inc.;
(iv) the elimination of redundant operating expenses of $265 incurred by Todd
Communications, Inc.; (v) the elimination of $867 of redundant corporate
overhead of WSHE-FM and WSRF-AM; and (vi) the increase in time brokerage expense
of $52 for TBA fees for WTVX-TV, to reflect amounts payable had the TBA been
entered into on January 1, 1995.

(e) Option plan compensation represents a non-cash charge associated with
the granting of common stock options to employees under the Company's Stock
Incentive Plan. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Results of Operations" and "Management -- Stock
Incentive Plan."

(f) To reflect the increase in depreciation and amortization expense for
purchase accounting allocations made for the acquisitions which have closed
since July 1, 1995, the Proposed Acquisitions and acquisitions closed subsequent
to June 30, 1996 as follows:

<TABLE>
<CAPTION>
FOR THE
TWELVE MONTHS
ENDED
JUNE 30, 1996
-------------
<S> <C>
Pro forma depreciation................................................. $ 25,117
Pro forma amortization................................................. 18,466
--------
Total pro forma depreciation and amortization.......................... 43,583
Less: amounts as reported.............................................. (24,359)
--------
Total........................................................ $ 19,224
========
</TABLE>

P-10
<PAGE> 147

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS -- (CONTINUED)

(g) Adjustment necessary to reflect interest expense associated with the
$230,000 Senior Subordinated Notes issued on September 28, 1995 and other debt,
actual and pro forma, outstanding at June 30, 1996, as if such debt had been
outstanding since July 1, 1995, and the effect of the reduction in outstanding
short term borrowings as a result of the Equity Offering, as follows:

<TABLE>
<CAPTION>
FOR THE
TWELVE MONTHS
ENDED
JUNE 30, 1996
-------------
<S> <C>
11% Senior Subordinated Notes due 2002................................. $ 26,999
Other debt............................................................. 1,434
Amortization of loan costs............................................. 1,533
--------
Total pro forma interest expense............................. 29,966
Less: amounts as reported.............................................. (28,080)
--------
Total........................................................ $ 1,886
========
</TABLE>

(h) To reflect the elimination of interest income earned on investments in
broadcast properties of $1,309 for the twelve months ended June 30, 1996 as such
investments are assumed to have been applied towards the purchase price of
certain acquisitions and proposed acquisitions as of July 1, 1995.

(i) To reflect for the twelve months ended June 30, 1996 (i) the
elimination of $49 of non-recurring expenses relating to the bankruptcy
reorganization of WTVX-TV; (ii) the elimination of $99 of net marketing fees
from affiliates earned by Southern Broadcasting Companies, Inc.; and (iii) the
elimination of $24 in non-recurring expenses incurred by KXLI relating to a
joint operations agreement.

(j) Dividends and accretion on preferred stock and common stock warrants
represent such amount for the Senior Preferred Stock (15% dividend rate),
redeemable Class A and B common stock warrants and Junior Preferred Stock (12%
dividend rate). Such capital stock is mandatorily redeemable and certain issues
accrete. See "Description of Capital Stock."

(k) To reflect the redemption of the Senior Preferred Stock and the
issuance of the Cumulative Exchangeable Preferred Stock and the net pro forma
effect on dividends and accretion on preferred stock.

(l) To reflect an increase in the weighted average shares outstanding as a
result of the Equity Offering, 139 shares in connection with the acquisition of
Todd Communications, Inc. (WFSJ-FM) and 888 shares of Class A Common Stock in
connection with certain Proposed Acquisitions as if such events had taken place
on July 1, 1995.

P-11
<PAGE> 148

PAXSON COMMUNICATIONS CORPORATION

INDEX OF FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
PAXSON COMMUNICATIONS CORPORATION
Consolidated Financial Statements -- December 31, 1995, 1994, and 1993
Report of Independent Certified Public Accountants................................... F-3
Consolidated Balance Sheets.......................................................... F-4
Consolidated Statements of Operations................................................ F-5
Consolidated Statements of Changes in Common Stockholders' Equity.................... F-6
Consolidated Statements of Cash Flows................................................ F-7
Notes to Consolidated Financial Statements........................................... F-8
PAXSON COMMUNICATIONS CORPORATION
Unaudited Interim Consolidated Financial Statements -- June 30, 1996 and 1995
Consolidated Balance Sheets June 30, 1996 and December 31, 1995...................... F-35
Consolidated Statements of Operations for the Six Months Ended....................... F-36
Consolidated Statements of Operations for the Three Months Ended..................... F-37
Consolidated Statements of Changes in Common Stockholders' Equity.................... F-38
Consolidated Statements of Cash Flows................................................ F-39
Notes to Consolidated Financial Statements........................................... F-40
WTKS-FM (A DIVISION OF PRESS BROADCASTING COMPANY)
Financial Statements -- December 31, 1995
Report of Independent Certified Public Accountants................................... F-41
Balance Sheet........................................................................ F-42
Statement of Operations and Divisional Deficit....................................... F-43
Statement of Cash Flows.............................................................. F-44
Notes to Financial Statements........................................................ F-45
WHUB, INC.
Financial Statements -- December 31, 1995
Report of Independent Certified Public Accountants................................... F-49
Balance Sheet........................................................................ F-50
Statement of Operations.............................................................. F-51
Statement of Changes in Stockholders' Equity......................................... F-52
Statement of Cash Flows.............................................................. F-53
Notes to Financial Statements........................................................ F-54
TODD COMMUNICATIONS, INC. (WFSJ-FM)
Financial Statements -- December 31, 1995
Report of Independent Certified Public Accountants................................... F-56
Balance Sheet........................................................................ F-57
Statement of Operations.............................................................. F-58
Statement of Changes in Stockholders' Deficit........................................ F-59
Statement of Cash Flows.............................................................. F-60
Notes to Financial Statements........................................................ F-61
</TABLE>

F-1
<PAGE> 149

PAXSON COMMUNICATIONS CORPORATION

INDEX OF FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
INC.Financial Statements -- December 31, 1995
Report of Independent Certified Public Accountants................................... F-64
Balance Sheet........................................................................ F-65
Statement of Operations.............................................................. F-66
Statement of Changes in Shareholders' Deficit........................................ F-67
Statement of Cash Flows.............................................................. F-68
Notes to Financial Statements........................................................ F-69
FORT LAUDERDALE RADIO STATIONS (A DIVISION OF T.K. COMMUNICATIONS, L.C.)
Financial Statements -- December 31, 1995
Independent Auditors' Report......................................................... F-72
Balance Sheets....................................................................... F-73
Statements of Income................................................................. F-74
Statements of Divisional Equity (Deficit)............................................ F-75
Statements of Cash Flows............................................................. F-76
Notes to Financial Statements........................................................ F-77
RADIO STATION WDIZ-FM (A DIVISION OF SHAMROCK COMMUNICATIONS, INC.)
Financial Statements -- December 31, 1995
Independent Auditor's Report......................................................... F-83
Balance Sheets....................................................................... F-84
Statements of Income and Expenses.................................................... F-85
Statements of Divisional Equity...................................................... F-86
Statements of Cash Flows............................................................. F-87
Notes to Financial Statements........................................................ F-88
KXLI (A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)
Financial Statements -- December 31, 1995
Independent Auditor's Report......................................................... F-91
Balance Sheets....................................................................... F-92
Statement of Income.................................................................. F-93
Statements of Partners' Capital...................................................... F-94
Statements of Cash Flows............................................................. F-95
Notes to Financial Statements........................................................ F-96
</TABLE>

F-2
<PAGE> 150

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
of Paxson Communications Corporation

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of changes in common
stockholders' equity and of cash flows present fairly, in all material respects,
the financial position of Paxson Communications Corporation and its subsidiaries
(the "Company") at December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/ Price Waterhouse LLP
- ---------------------------------------------------------
PRICE WATERHOUSE LLP

Tampa, Florida
February 28, 1996

F-3
<PAGE> 151

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1995 1994
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................................. $ 68,070,990 $ 21,571,658
Accounts receivable, less allowance for doubtful accounts of $909,713 and $556,950,
respectively........................................................................ 17,726,415 13,569,198
Prepaid expenses and other current assets............................................. 971,363 1,579,954
Current deferred income taxes......................................................... -- 194,940
Current program rights................................................................ 1,412,544 1,980,000
------------ ------------
Total current assets............................................................ 88,181,312 38,895,750
Property and equipment, net............................................................. 79,859,080 45,350,430
Intangible assets, net.................................................................. 84,318,147 53,350,967
Other assets, net....................................................................... 19,896,694 13,078,346
Investments in broadcast properties..................................................... 21,192,030 1,750,000
Program rights, net..................................................................... 384,814 244,888
------------ ------------
Total assets.................................................................... $293,832,077 $152,670,381
=========== ===========
LIABILITIES, REDEEMABLE SECURITIES AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other accrued liabilities........................................ $ 5,030,692 $ 4,899,163
Accrued interest...................................................................... 6,932,342 224,528
Current portion of program rights payable............................................. 1,449,602 986,562
Current portion of long-term debt..................................................... 430,590 6,393,415
------------ ------------
Total current liabilities....................................................... 13,843,226 12,503,668
Program rights payable.................................................................. 432,750 562,770
Deferred income taxes................................................................... -- 1,474,940
Long-term debt.......................................................................... 12,484,024 76,013,542
Senior subordinated notes, net.......................................................... 227,374,911 --
Minority interest....................................................................... -- 1,217,314
Redeemable Cumulative Compounding Senior preferred stock, $0.001 par value; 15% dividend
rate per annum, 2,000 shares authorized, issued and outstanding....................... 16,824,082 14,060,054
Redeemable Class A & B common stock warrants............................................ 6,465,317 1,735,979
Redeemable Cumulative Compounding Series B preferred stock, $0.001 par value; 15%
dividend rate per annum, 714.286 shares authorized, issued and outstanding............ 2,352,654 1,274,671
Redeemable Cumulative Compounding Junior preferred stock, $0.001 par value; 12% dividend
rate per annum, 33,000 shares authorized, issued and outstanding...................... 31,533,910 26,808,053
Class A common stock, $0.001 par value; one vote per share; 150,000,000 shares
authorized, 26,226,826 and 26,042,561 shares issued and outstanding in 1995 and 1994,
respectively.......................................................................... 26,227 26,042
Class B common stock, $0.001 par value; ten votes per share; 35,000,000 shares
authorized and 8,311,639 shares issued and outstanding................................ 8,312 8,312
Class C common stock, $0.001 par value; non-voting; 12,500,000 shares authorized; no
shares issued and outstanding......................................................... -- --
Class C common stock warrants........................................................... 5,338,952 5,338,952
Stock subscription notes receivable..................................................... (115,714) (77,666)
Additional paid-in capital.............................................................. 34,342,086 20,647,647
Deferred option plan compensation....................................................... (1,384,267) --
Accumulated deficit..................................................................... (55,694,393) (8,923,897)
Commitments and contingencies (Note 17)
------------ ------------
Total liabilities, redeemable securities and common stockholders' equity........ $293,832,077 $152,670,381
=========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-4
<PAGE> 152

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------
1995 1994 1993
------------ ----------- ------------
<S> <C> <C> <C>
Revenues:
Local and national advertising...................... $ 94,653,514 $56,668,983 $ 29,405,559
Retail and other.................................... 5,352,044 2,779,215 1,655,155
Trade and barter.................................... 3,068,354 2,619,245 1,001,317
------------ ----------- ------------
Total revenues.............................. 103,073,912 62,067,443 32,062,031
------------ ----------- ------------
Operating expenses:
Direct.............................................. 24,921,653 16,789,757 9,479,408
Programming......................................... 12,822,813 8,750,624 5,291,237
Sales and promotion................................. 9,093,769 5,753,025 3,507,480
Technical........................................... 4,955,588 2,113,117 1,543,583
General and administrative.......................... 22,138,236 11,689,343 7,323,352
Trade and barter.................................... 2,604,950 2,426,118 1,029,105
Time brokerage agreement fees....................... 993,893 503,698 698,463
Sports rights fees.................................. 2,806,121 2,379,516 --
Option plan compensation............................ 10,803,241 -- --
Program rights amortization......................... 1,765,942 820,754 --
Depreciation and amortization....................... 18,719,109 12,403,528 9,350,633
------------ ----------- ------------
Total operating expenses.................... 111,625,315 63,629,480 38,223,261
------------ ----------- ------------
Loss from operations.................................. (8,551,403) (1,562,037) (6,161,230)
Other income (expense):
Interest expense.................................... (16,302,641) (5,210,148) (2,052,406)
Interest income..................................... 1,708,942 335,438 112,719
Gain on sale of radio broadcasting station.......... -- 28,105 427,397
Other income (expense), net......................... (982,461) (33,432) (318,333)
------------ ----------- ------------
Loss before benefit (provision) for income taxes and
extraordinary item.................................. (24,127,563) (6,442,074) (7,991,853)
Benefit (provision) for income taxes.................. 1,280,000 1,680,000 (2,960,000)
------------ ----------- ------------
Loss before extraordinary item........................ (22,847,563) (4,762,074) (10,951,853)
Extraordinary item.................................... (10,625,727) -- (457,147)
------------ ----------- ------------
Net loss.............................................. (33,473,290) (4,762,074) (11,409,000)
Dividends and accretion on preferred stock and common
stock warrants...................................... (13,297,206) (3,385,456) (151,367)
------------ ----------- ------------
Net loss attributable to common stock................. $(46,770,496) $(8,147,530) $(11,560,367)
=========== ========== ===========
Per share data (Note 1):
Loss before extraordinary item...................... $ (0.66) $ (0.14) $ (0.35)
Extraordinary item.................................. (0.31) -- (0.01)
------------ ----------- ------------
Net loss............................................ (0.97) (0.14) (0.36)
Dividends and accretion on preferred stock and
common stock warrants............................ (0.39) (0.10) (0.01)
------------ ----------- ------------
Net loss attributable to common stock................. $ (1.36) $ (0.24) $ (0.37)
=========== ========== ===========
Weighted average shares outstanding -- primary & fully
diluted............................................. 34,429,517 33,430,116 31,581,948
=========== ========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-5
<PAGE> 153

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
CLASS C STOCK
COMMON STOCK COMMON SUBSCRIPTION ADDITIONAL DEFERRED
--------------------------- COMMON STOCK NOTES PAID-IN OPTION PLAN ACCUMULATED
CLASS A CLASS B CLASS C STOCK WARRANTS RECEIVABLE CAPITAL COMPENSATION DEFICIT
------- ------- ------- ------ ---------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31,
1992............ $1 $23,611,002 $ (9,283,047)
Stockholder
capital
contributions... 13,351,668
Net loss prior to
reorganization
on December 15,
1993............ (10,784,000)
Reclassification
of undistributed
deficit prior to
reorganization... (20,067,047) 20,067,047
Dividends on
redeemable
preferred
stock........... (97,808)
Accretion on
Senior
redeemable
preferred
stock........... (15,144)
Accretion on Class
A & B common
stock
warrants........ (38,415)
Net loss
subsequent to
reorganization
on December 15,
1993............ (625,000)
------- ------- ------- ------ ---------- ------------ ----------- ------------ ------------
Balance at
December 31,
1993............ -- -- -- 1 -- -- 16,895,623 -- (776,367)
Recapitalization
of common
stock........... $15,791 $ 5,264 (1) (21,054)
Stock issued for
ANG
acquisition..... 1,570 277 $ (77,666) 3,784,530
Net proceeds from
issuance of
common stock
warrants........ $5,338,952
Dividends on
redeemable
preferred
stock........... (2,216,137)
Accretion on
Senior
redeemable
preferred
stock........... (325,147)
Accretion on
Series B
preferred
stock........... (7,968)
Accretion on
Junior preferred
stock........... (15,648)
Accretion on Class
A & B common
stock
warrants........ (820,556)
Net loss.......... (4,762,074)
Stock dividend.... 8,681 2,771 (11,452)
------- ------- ------- ------ ---------- ------------ ----------- ------------ ------------
Balance at
December 31,
1994............ 26,042 8,312 -- -- 5,338,952 (77,666) 20,647,647 -- (8,923,897)
Stock issued for
Cookeville
acquisition..... 95 1,199,905
Deferred option
plan
compensation.... 12,187,508 $(12,187,508)
Option plan
compensation.... 10,803,241
Stock options
exercised....... 90 307,026
Increase in stock
subscription
receivable...... (48,029)
Repayments of
stock
subscription
receivable...... 9,981
Dividends on
redeemable
preferred
stock........... (7,275,516)
Accretion on
Senior
redeemable
preferred
stock........... (332,156)
Accretion on
Series B
preferred
stock........... (325,208)
Accretion on
Junior preferred
stock........... (634,988)
Accretion on Class
A & B common
stock
warrants........ (4,729,338)
Net loss.......... (33,473,290)
------- ------- ------- ------ ---------- ------------ ----------- ------------ ------------
Balance at
December 31,
1995............ $26,227 $ 8,312 $-- $-- $5,338,952 $ (115,714) $34,342,086 $ (1,384,267) $(55,694,393)
======= ====== ===== ====== ========= ========= ========== =========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-6
<PAGE> 154

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------
1995 1994 1993
------------- ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss................................................................ $ (33,473,290) $ (4,762,074) $(11,409,000)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization......................................... 18,719,109 12,403,528 9,350,633
Option plan compensation.............................................. 10,803,241 -- --
Program rights amortization........................................... 1,765,942 820,754 --
Provision for doubtful accounts....................................... 1,098,181 344,706 89,681
Deferred income taxes................................................. (1,280,000) (1,680,000) 2,960,000
(Gain) loss on sale of assets......................................... 145,857 (28,105) (427,397)
Loss on extinguishment of long-term debt.............................. 10,625,727 -- 457,147
Decrease (increase) in accounts receivable............................ (5,255,398) (1,683,664) 470,942
Decrease in prepaid expenses and other current assets................. 608,591 234,301 1,308,404
Decrease (increase) in intangible assets.............................. (1,200,000) -- 175,452
Decrease (increase) in other assets................................... 1,564,822 (392,504) (20,731)
(Decrease) increase in accounts payable and other accrued
liabilities......................................................... 131,529 (313,225) (138,259)
Increase in accrued interest.......................................... 6,707,814 135,683 28,768
------------- ------------ ------------
Net cash provided by operating activities......................... 10,962,125 5,079,400 2,845,640
------------- ------------ ------------
Cash flows from investing activities:
Acquisitions of broadcasting properties................................. (58,510,509) (56,143,061) (32,145,000)
Increase in investments in broadcast properties......................... (19,442,030) -- (1,750,000)
Deposits on broadcasting properties..................................... (2,381,619) (4,291,241) --
Purchases of property and equipment..................................... (25,016,816) (5,916,512) (1,962,553)
Deposits on buildings and equipment..................................... (735,074) (642,890) --
Proceeds from sale of radio broadcasting station........................ -- 200,000 5,010,000
Proceeds from sale of fixed assets...................................... 466,820 -- --
------------- ------------ ------------
Net cash used in investing activities............................. (105,619,228) (66,793,704) (30,847,553)
------------- ------------ ------------
Cash flows from financing activities:
Proceeds from long-term debt, net....................................... 327,539,000 50,000,000 38,100,000
Payments of long-term debt.............................................. (169,722,340) (401,500) (27,001,362)
Accretion of discount on senior subordinated notes...................... 65,911 -- --
Payments of loan origination costs...................................... (15,896,473) (5,030,352) (3,730,836)
Payments for program rights............................................. (1,098,731) (335,646) --
Net proceeds from issuance of redeemable preferred stock................ -- 26,694,761 11,521,955
Net proceeds from issuance of common stock warrants..................... -- 5,338,952 2,125,218
Net stockholder capital contributions................................... -- -- 13,351,668
Proceeds from exercise of common stock options.......................... 307,116 -- --
Increase in stock subscription notes receivable......................... (48,029) -- --
Repayments of stock subscription notes receivable....................... 9,981 -- --
------------- ------------ ------------
Net cash provided by financing activities......................... 141,156,435 76,266,215 34,366,643
------------- ------------ ------------
Increase in cash and cash equivalents..................................... 46,499,332 14,551,911 6,364,730
Cash and cash equivalents at beginning of year............................ 21,571,658 7,019,747 655,017
------------- ------------ ------------
Cash and cash equivalents at end of year.................................. $ 68,070,990 $ 21,571,658 $ 7,019,747
============ =========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest.................................................. $ 8,292,274 $ 4,765,800 $ 2,321,400
============ =========== ===========
Cash paid for income taxes.............................................. $ -- $ -- $ --
============ =========== ===========
Non-cash operating and financing activities:
Issuance of common stock in connection with the merger with ANG......... $ -- $ 3,786,377 $ --
============ =========== ===========
Issuance of common stock for Cookeville acquisition..................... $ 1,200,000 $ -- $ --
============ =========== ===========
Dividends accreted on redeemable preferred stock........................ $ 7,275,516 $ 2,216,137 $ 97,808
============ =========== ===========
Accretion on redeemable securities...................................... $ 6,021,690 $ 1,169,319 $ 53,559
============ =========== ===========
Issuance of Series B preferred stock.................................... $ -- $ 1,248,209 $ --
============ =========== ===========
Trade and barter revenue................................................ $ 3,068,354 $ 2,619,245 $ 1,001,317
============ =========== ===========
Trade and barter expense................................................ $ 2,604,950 $ 2,426,118 $ 1,029,105
============ =========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-7
<PAGE> 155

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

Paxson Communications Corporation (the "Company"), a Delaware corporation,
was organized in December 1993 for the purpose of owning and operating radio and
television broadcasting stations and networks. In January 1995, the Company
began operating its Infomall Television Network (the "Infomall TV Network" or
"inTV"). The radio broadcasting activities were previously operated by
businesses under common control of Mr. Lowell W. Paxson which were reorganized
into the Company on December 15, 1993, in exchange for Company common stock. The
reorganization was accounted for in a manner similar to the pooling of interests
accounting method which included the operating results prior to December 15,
1993 because the transactions took place among entities under common control.

On April 14, 1994, the Company acquired 68.1% of the common voting stock of
The American Network Group, Inc. ("ANG"), a Nasdaq Small-Cap Market traded
company. The Company has consolidated the financial results of ANG since that
time. On November 4, 1994, ANG stockholders approved the merger of ANG into the
Company through an exchange of common stock, which resulted in the Company's
Class A common stock becoming publicly-held. In connection with the merger with
ANG, the Company amended its capital structure to provide two classes of common
voting stock, Class A common stock and Class B common stock. The per share pro
forma effect of the merger and recapitalization has been presented on the
Company's statement of operations for the two years ended December 31, 1994
based on the weighted average common shares outstanding (Note 15).

Operations

<TABLE>
<CAPTION>
INFOMALL TV NETWORK
COMMENCEMENT
OF
TV MARKET SERVED(1) STATION OPERATIONS OWNERSHIP
------------------------- -------- ------------ ---------------
<S> <C> <C> <C>
Owned or TBA Operated:
Los Angeles, CA........ KZKI-TV 1995 Owned
Philadelphia, PA....... WTGI-TV 1995 Owned
San Francisco, CA...... KLXV-TV 1995 Owned
Boston, MA............. WGOT-TV 1995 Owned
Washington, D.C........ WYVN-TV 1996 Owned
Atlanta, GA............ WTLK-TV 1994 Owned
Houston, TX............ KTFH-TV 1995 Owned
Cleveland, OH.......... WOAC-TV 1995 Time Brokerage
Tampa, FL.............. WFCT-TV 1994 Time Brokerage
Miami, FL.............. WCTD-TV 1994 Time Brokerage
Denver, CO............. KUBD-TV 1995 Time Brokerage
Orlando, FL............ WIRB-TV 1994 Time Brokerage
Hartford, CT........... WTWS-TV 1995 Owned
Dayton, OH............. WTJC-TV 1995 Time Brokerage
</TABLE>

F-8
<PAGE> 156

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
INFOMALL TV NETWORK

COMMENCEMENT
TV MARKET SERVED(1) STATION OF OPERATIONS OWNERSHIP
------------------------- -------- ------------- ---------------
<S> <C> <C> <C>
Affiliated:
Sacramento, CA......... KCMY-TV 1995 Affiliate
Norfolk, VA............ WJCB-TV 1995 Affiliate
PAXSON RADIO
RADIO MARKET SERVED(1) FORMAT
Miami, FL................ WLVE-FM Smooth Jazz 1993 Owned
WZTA-FM Modern Rock 1992 Owned
WINZ-AM News/Sports 1992 Owned
WFTL-AM Talk/Sports 1995 Owned
Tampa, FL................ WHPT-FM Rock AC 1991 Owned
WSJT-FM Smooth Jazz 1995 Owned
WHNZ-AM News/Sports 1991 Owned
WNZE-AM Sports 1994 Owned
Orlando, FL.............. WMGF-FM Soft AC 1992 Owned
WJRR-FM Modern Rock 1992 Owned
WWNZ-AM News 1992 Owned
WWZN-AM Sports 1994 Owned
Jacksonville, FL......... WROO-FM Young Country 1991 Owned
WPLA-FM Alternative Rock 1992 Owned
WNZS-AM Sports 1993 Owned
WZNZ-AM News 1992 Owned
Cookeville, TN........... WGSQ-FM Country 1994 Owned
WPTN-AM Talk 1994 Owned
RADIO NETWORK
Alabama Radio Network.... News 1995 Owned
Florida Radio Network.... News 1993 Owned
South Carolina Radio
Network(2)............. News 1994 Owned
Tennessee Radio
Network................ News 1994 Owned
University of Florida
Sports Network......... Sports 1994 Owned
Miami Sports Network..... Sports 1995 Owned
Penn State Sports
Network................ Sports 1994 Owned
Virginia Tech Sports
Network(2)............. Sports 1994 Owned
PAXSON NETWORK-AFFILIATED
TELEVISION
TV MARKET SERVED(1) AFFILIATION
Owned or TBA Operated:
West Palm Beach, FL...... WPBF-TV ABC 1994 Owned
West Palm Beach, FL...... WTVX-TV Warner/UPN 1995 Time Brokerage
</TABLE>

- ---------------

(1) Each station is licensed by the Federal Communications Commission to serve a
specific community, which is included in the listed market.
(2) The Company sold the South Carolina Radio Network in January 1996 and will
not renew the rights to Virginia Tech Sports Network which will expire in
March 1996.

F-9
<PAGE> 157

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Principles of Consolidation

The consolidated financial statements include accounts of the Company and
its wholly-owned subsidiaries. All intercompany balances and transactions have
been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents are highly liquid investments with original
maturities of three months or less.

On January 1, 1995, the Company adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", the effect of which was immaterial. At December 31, 1995,
approximately $58 million of debt securities, all classified as held to maturity
and consisting of money market accounts, commercial paper and overnight
repurchase agreements, were included in cash and cash equivalents because they
had original maturities of three months or less.

Property and Equipment

Purchases of property and equipment, including additions and improvements
and expenditures for repairs and maintenance that significantly add to
productivity or extend the economic lives of the assets, are capitalized at cost
and depreciated on a straight-line basis over their estimated useful lives as
follows:

<TABLE>
<S> <C>
Broadcasting towers and equipment..................................... 6-13 years
Office furniture and equipment........................................ 6-10 years
Buildings and building improvements................................... 40 years
Leasehold improvements................................................ Term of lease
Vehicles and other.................................................... 5 years
</TABLE>

Maintenance, repairs, and minor replacements of these items are charged to
expense as incurred.

Intangible Assets

The excess of cost over the fair value of acquired net assets has been
capitalized as goodwill. Intangible assets are being amortized using the
straight-line method over their estimated useful lives as follows (Note 5):

<TABLE>
<S> <C>
FCC licenses.......................................................... 25 years
Covenants not to compete.............................................. Contract term
Favorable lease and other contracts................................... Contract term
Goodwill.............................................................. 25 years
</TABLE>

Investments in Broadcast Properties

Investments in broadcast properties represent the Company's financing of
television and radio station acquisitions by third parties. The Company has
entered into time brokerage agreements ("TBAs") with such third parties for the
television station operations and has written options to purchase certain of the
related station assets and Federal Communications Commission ("FCC") licenses at
various amounts and terms (Notes 7 and 18).

Program Rights

The Company obtains licenses for program rights which allow the Company to
broadcast program material in accordance with contractual agreements. Pursuant
to a licensing agreement, an asset is recorded for the program rights acquired
and a liability is recorded for the obligation incurred, at the gross amount of
the liability when available to air. Program rights are amortized on a method
that approximates the straight-line basis over the related term. Program rights
which will not be aired are charged to expense. Current

F-10
<PAGE> 158

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

program rights represent programs which will be amortized during the next year;
current liabilities represent program rights which will be paid within the next
year under contractual arrangements (Note 8).

Other Assets

Loan origination costs are stated at cost and are amortized to interest
expense over the life of the loan or agreement using the effective interest
method. Escrow funds represent funds held in escrow on acquisitions pending FCC
approval. Other assets are stated at cost (Note 6).

SFAS 121 Impairment of Long-Lived Assets and Identifiable Intangibles

On January 1, 1995, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets To Be Disposed Of", the effect of which was immaterial. The
Company reviews long-lived assets, identifiable intangibles and goodwill and
will reserve for impairment whenever events or changes in circumstances indicate
the carrying amount of the assets may not be fully recoverable.

Minority Interest

Minority interest at December 31, 1994 represented the third party's
limited partner's interest in the radio broadcasting stations located in
Cookeville, Tennessee. The Company purchased this minority interest in 1995
(Note 2).

Stock Subscription Notes Receivable

Stock subscription notes receivable were assumed in conjunction with the
merger with ANG. Stock subscription notes receivable also include employee
receivables issued upon exercise of stock options in conjunction with the
Company's stock incentive plan (Note 12).

Revenue Recognition

Revenue is recognized as advertising air time is broadcast.

Trade and Barter Agreements

The Company enters into trade and barter agreements which give rise to
sales of advertising air time in exchange for products, services and
programming. Sales from trade and barter agreements are recognized at the fair
market value of products, services or programs received as the related
advertising air time is broadcast. Products, services and programs received are
expensed when used or when programs are broadcast. If the Company uses trade
products or services before advertising air time is provided, a trade liability
is recognized. At times, the Company trades air time for property and equipment.

Time Brokerage Agreements

The Company operates certain stations under a time brokerage agreement
("TBA") whereby the Company has agreed to purchase from the broadcast station
licensee certain broadcast time on the station and to provide programming to and
sell advertising on the station during the purchased time. Accordingly, the
Company receives all the revenue derived from the advertising sold during the
purchased time, pays certain expenses of the station and performs other
functions. The broadcast station licensee retains responsibility for ultimate
control of the station in accordance with FCC policies. At December 31, 1995,
the Company operated seven stations under TBAs which expire from April 1999
through October 2005.

F-11
<PAGE> 159

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Stock Based Compensation

The Company will adopt Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" ("SFAS 123") during 1996. Upon
adoption of SFAS 123, the Company intends to retain the intrinsic value method
of accounting for stock based compensation and disclose pro forma net loss and
loss per share amounts.

Income Taxes

Provisions are made to record deferred income taxes for items reported in
different periods for financial reporting purposes than for federal and state
income tax purposes. The Company records deferred income taxes using the
liability method in accordance with Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes".

Extraordinary Item

The extraordinary item for the years ended December 31, 1995 and 1993
relates to the write-off of loan origination costs associated with the
extinguishment of certain debt agreements. See a description of the tax effect
in Note 11.

Per Share Data

Per share data for the years ended December 31, 1994 and 1993 give a pro
forma effect to the Company's amended capital structure related to the merger
with ANG and the stock dividend on common shares outstanding on January 1, 1995
(Note 15). Due to net losses, the effect of stock options and warrants is anti-
dilutive and therefore these common stock equivalents are not included in the
calculation of weighted average shares outstanding.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior years' financial
statements to conform with the 1995 presentation.

F-12
<PAGE> 160

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. ACQUISITIONS, INVESTMENTS AND DISPOSITIONS:

Acquisitions and investments:

During 1995 and 1994, the Company acquired the assets of certain broadcast
properties. Purchases were accounted for using the purchase method of accounting
and the financial results of TBA operated stations have been included in the
Company's statement of operations since the commencement of the TBA.
Acquisitions and investments closed subsequent to December 31, 1995 are outlined
in Note 18. Acquisitions, investments and dispositions during 1995 and 1994 are
as follows:

<TABLE>
<CAPTION>
ACQUISITION PRICE/
STATION/ INVESTMENT
ACQUISITION/TBA DATE NETWORK MARKET (1) AMOUNT(2)
- -------------------- ------------------------------------ -------------------- ------------------
<S> <C> <C> <C>
Owned:
October 1995 WYVN-TV(3) Washington, D.C. $ 1,900,000
June 1995 KLXV-TV San Francisco, CA 5,000,000
June 1995 WFTL-AM Miami, FL 2,000,000
May 1995 KZKI-TV Los Angeles, CA 18,000,000
May 1995 WGOT-TV Boston, MA 3,050,000
July/March 1995 KTFH-TV Houston, TX 7,900,000
March 1995 WTWS-TV Hartford, CT 2,700,000
March/February 1995 WSJT-FM Tampa, FL 4,675,000
February 1995 WTGI-TV Philadelphia, PA 10,200,000
January 1995 Alabama Radio Network Alabama 750,000
August 1994 WNZE-AM Tampa, FL 1,100,000
December 1994 WWZN-AM Orlando, FL 1,550,000
July 1994 WPBF-TV West Palm Beach, FL 32,500,000
July/April 1994 WTLK-TV Atlanta, GA 9,500,000
April 1994 WGSQ-FM(4) Cookeville, TN --
April 1994 WPTN-AM(4) Cookeville, TN --
April 1994 Florida Sports Network(5) Florida --
April 1994 Tennessee Radio Network(5) Tennessee --
April 1994 South Carolina Radio Network(5)(6) South Carolina --
April 1994 Penn State Sports Network(5) Pennsylvania --
April 1994 Virginia Tech Sports Network(5)(6) Virginia --
April 1994 Georgia Sports Network(5) Georgia --
TBA Operated:
October 1995 WOAC-TV(7) Cleveland, OH --
October 1995 WTJC-TV(7) Dayton, OH 3,500,000
August 1995 KUBD-TV(7) Denver, CO 6,500,000
August 1995 WTVX-TV(7) West Palm Beach, FL --
December 1994 WIRB-TV Orlando, FL 3,800,000
August 1994 WFCT-TV(7) Tampa, FL 1,120,000
April 1994 WCTD-TV(7)(8) Miami, FL 3,300,000
</TABLE>

- ---------------
(1) Each station is licensed by the FCC to serve a specific community, which is
included in the listed market.
(2) Represents the purchase price paid by the Company for owned stations or the
initial amount of financing provided to the broadcast station licensee for
TBA operated stations with outstanding financings at December 31, 1995. The
outstanding financings at December 31, 1995 are reflected in investments in
broadcast properties (Note 7).
(3) Station is not currently on the air.

F-13
<PAGE> 161

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(4) A minority interest was acquired in connection with the merger with ANG
(Note 1). The remaining interest was purchased during 1995 for
approximately $3.4 million which consisted of cash paid, stock issued and
the forgiveness of outstanding debt.
(5) Acquired in conjunction with the merger with ANG (Note 1).
(6) The Company sold the South Carolina Radio Network in January 1996 and will
not renew the rights to Virginia Tech Sports Network which will expire in
March 1996. (Note 3)
(7) The Company currently holds an option to purchase the station from the
licensee (Note 7).
(8) Investment amount reflects the price paid by the Company for fixed assets
acquired.

Dispositions:

During 1995, the Company abandoned certain ancillary operations and did not
renew the rights to the Georgia Sports Network. The Company included the results
of operations of an aggregate net loss of $799,000 in the consolidated statement
of operations for such abandoned operations. During 1994, the Company disposed
of the assets of WWZN-AM for $300,000, resulting in a gain on disposition of
approximately $28,000. During 1993, the Company disposed of the assets of
WWNZ-FM for $5,010,000, resulting in a gain on disposition of approximately
$427,000.

Pro Forma (unaudited):

The Company's results of operations for the years ended December 31, 1995
and 1994 include the results of operations for acquisitions and investments in
broadcast properties from their respective dates of commencement. The following
unaudited pro forma statement of operations data give effect to significant
business acquisitions, investments or dispositions since January 1, 1994 as if
they had occurred on January 1, 1994. In addition, depreciation and amortization
has been increased each period to reflect initial purchase price allocation on
all acquisitions and investments (whether businesses or assets), and interest
expense on associated debt financing as if such transactions and debt had
occurred on January 1, 1994.

PRO FORMA
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------
1995 1994
------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Revenues.......................................................... $108,106,000 $ 79,595,000
=========== ===========
Loss from operations.............................................. $ (7,612,000) $ (6,054,000)
=========== ===========
Loss before extraordinary item.................................... $(35,289,000) $(34,052,000)
=========== ===========
Net loss attributable to common stock............................. $(59,212,000) $(57,143,000)
=========== ===========
Net loss per share attributable to common stock................... $ (1.72) $ (1.71)
=========== ===========
Pro forma weighted average shares outstanding..................... 34,429,517 33,430,116
=========== ===========
</TABLE>

3. CERTAIN TRANSACTIONS:

The Company enters into and maintains certain operating and financing
transactions with related parties as described below.

Christian Network, Inc.

The Company has entered into several agreements with The Christian Network,
Inc. and certain of its for profit subsidiaries (individually and collectively
referred to herein as "CNI"). The Christian Network, Inc. is

F-14
<PAGE> 162

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

a section 501(c)(3) not-for-profit corporation to which Mr. Paxson was a
substantial contributor and was a director.

Investment in Broadcast Properties. At December 31, 1995, the Company had
investments in broadcast properties of $16,481,345 related to the Company's
financing of certain broadcasting acquisitions for CNI. In conjunction with
these financings, the Company has obtained TBAs with these stations and has
obtained options to purchase certain of these stations (Note 7).

KLDT-TV. During 1995, in connection with CNI securing the rights to
acquire television station KLDT-TV in Dallas, Texas and, prior to such
acquisition, operate the station pursuant to a TBA, Mr. Paxson initially loaned
CNI $1,000,000 to make a deposit in respect to such acquisition and guaranteed
the obligations of CNI under the purchase agreement and the TBA. On January 9,
1996, the Company purchased such note from Mr. Paxson at its face value.

CNI Agreement. The Company and CNI entered into an agreement in May 1994
(the "CNI Agreement") under which the Company agreed that, if the tax exempt
status of CNI were jeopardized by virtue of its relationships with the Company
and its subsidiaries, the Company would take certain actions to try and ensure
that CNI's tax exempt status would no longer be so jeopardized. Such steps could
include, but not be limited to, rescission of one or more transactions or
payment of additional funds by the Company. The Company believes that all of its
agreements with CNI have been on terms at least as favorable to CNI as it would
obtain in arm's length transactions. The Company intends any future agreements
with CNI to be at least as favorable to CNI as CNI would obtain in arm's length
transactions. Accordingly, if the Company's activities with CNI are consistent
with the terms governing their relationship, the Company believes that it will
not be required to take any actions under the CNI Agreement. However, there can
be no assurance that the Company will not be required to take any actions under
the CNI Agreement at a material cost to the Company.

WFCT-TV Transactions. On December 17, 1993, Bradenton Broadcast
Television, Ltd. ("BBTC") entered into an agreement whereby CNI would make
available to BBTC up to $3,120,000 for certain expenses in connection with the
redemption of a limited partnership interest in BBTC and the construction of
television station WFCT-TV, Bradenton, Florida (the "BBTC Loan Agreement"). In
connection with the loan, BBTC granted to CNI an irrevocable, exclusive option
to purchase the assets owned by BBTC that are used or useful in the construction
or operation of WFCT-TV, including the license issued by the FCC for WFCT-TV,
subject to the satisfaction of certain conditions and the receipt of necessary
regulatory approvals. CNI's option may be exercised, subject to the prior
approval of the FCC, at any time during the ten year period beginning on the
first anniversary of the completion of construction of WFCT-TV. The price
payable to BBTC upon exercise of the option is $91,000 in cash and the
forgiveness of all outstanding indebtedness under the loan of $1,120,000.
WFCT-TV commenced broadcasting operations on August 1, 1994. The Company leases
certain broadcasting assets to BBTC for fees of $60,000 per annum. Additionally,
the Company entered into a partial TBA with BBTC and CNI, whereby the Company
purchases up to twelve hours per day of broadcasting time from BBTC for a
monthly fee of approximately $3,500. In connection with the foregoing
transactions, Mr. Paxson agreed to lend CNI up to $3,120,000 to fund the loan to
BBTC. On June 15, 1994, CNI and BBTC revised the BBTC Loan Agreement to reduce
the maximum amount of the loan from $3,120,000 to $1,400,000, and to provide
that BBTC lease rather than purchase the equipment and related tangible personal
property required to construct WFCT-TV from the Company. Mr. Paxson assigned his
rights and interests in the CNI loan to the Company in the amount of $1,120,000
(representing the then outstanding principal balance owed by CNI), and CNI
agreed that the maximum principal amount of the loan would be reduced from
$3,120,000 to $1,400,000. On June 15, 1994, CNI assigned to the Company the
option to acquire the WFCT-TV assets from CNI for $191,000 after CNI exercises
its option to purchase such assets from BBTC. On June 15, 1994, CNI assigned to
the Company its rights and interests under the TBA to provide up to twelve hours
per day of programming on WFCT-TV.

F-15
<PAGE> 163

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Worship Channel Studio. On January 1, 1993, Mr. Paxson agreed to lend CNI
up to $2,500,000 to fund CNI's acquisition of certain equipment and related
tangible property used in the production of television programming. Mr. Paxson
assigned his rights and interests under the loan to the Company, in
consideration for the Company's promissory note in the principal amount of
$2,500,000, which the Company subsequently repaid. In accordance with the terms
of an agreement dated as of June 15, 1994, CNI sold to the Company CNI's
production assets in consideration for the cancellation of CNI's $2,500,000
promissory note held by the Company. CNI and the Company have also contracted,
effective as of August 1, 1994, for Paxson-66 to lease CNI's television
production and distribution facility to the Company for the purpose of producing
television programming for the Infomall TV Network.

Airplane

During 1994, the Company purchased an aircraft for $250,000 from a company
controlled by Mr. Paxson. The Company believes that the terms of such
transaction were at least as favorable as they would have been if obtained in an
arm's length transaction with an unaffiliated third party.

Whitehead Media, Inc.

The Company initially financed the acquisition by Whitehead Media, Inc.
("Whitehead Media") of WTVX-TV and WOAC-TV. Whitehead Media subsequently
obtained financing from Banque Paribas, an affiliate of a holder of the
Company's Junior preferred stock, the proceeds of which were used to repay the
debt owed by Whitehead Media to the Company and will be used to fund Whitehead
Media's acquisition of WNGM-TV. The third party financing provided to Whitehead
Media is unconditionally guaranteed by Mr. Paxson and Second Crystal Diamond,
Limited Partnership ("Second Crystal") an affiliate controlled by Mr. Paxson and
through which he beneficially owns and controls a substantial portion of the
Company's Class A common stock and Class B common stock. Such guarantees are
secured by a pledge of a significant portion of Second Crystal's Class A common
stock. The Company is permitted to operate stations WTVX-TV and WOAC-TV pursuant
to TBAs and as a result of the third party financing to Whitehead Media has an
option to purchase each of such stations, which options to purchase would
otherwise be prohibited under FCC rules and regulations because each of such
stations serves a market in which the Company has or will own another television
station.

Home Shopping Network, Inc.

In connection with the departure in 1990 of Mr. Paxson from Home Shopping
Network, Inc. ("HSN"), he executed a consulting agreement containing various
restrictions upon activities by him that might be considered competitive with
HSN, including activities as an investor in competitive and other enterprises.
Although Mr. Paxson's consulting services to HSN terminated in 1994, certain of
the restrictions survived. As the Company's business evolved, the possible
effect of the consulting agreement upon Mr. Paxson's role as the Company's chief
executive officer and controlling stockholder became unclear. The Company
considered it advisable to eliminate doubts concerning, among other matters, Mr.
Paxson's role as a chief executive officer and controlling stockholder as the
Company's business developed, and the scope of HSN's rights under the consulting
agreement. Accordingly, on August 25, 1995, the Company and Mr. Paxson agreed
with HSN to, among other things, terminate HSN's rights under the consulting
agreement in consideration of a payment to HSN by the Company of $1,200,000. In
conjunction with this transaction Mr. Paxson advanced $1,200,000 to the Company
in the form of a note bearing interest at 6%. The Company repaid the note in
October 1995. Shortly before the transaction with HSN, Mr. Paxson agreed with
the Company that upon termination of HSN's rights under the consulting
agreement, he will not compete with the Company for a period ending on December
31, 1999 (the date that the HSN consulting agreement would have otherwise
terminated) or the date of a change in control (as defined with respect thereto)
of the Company. An intangible asset has been recorded for $1,200,000 which will
be amortized through maturity of the agreement.

F-16
<PAGE> 164

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Todd Communications, Inc.

In 1993, Mr. Paxson contributed to the Company, a demand note receivable in
the amount of $1,750,000 from Todd Communications, Inc. ("Todd Communications"),
a company which owns WFSJ-FM (St. Augustine, Florida) and is beneficially owned
by a member of Mr. Paxson's family. The note receivable accrues interest at the
short-term annual applicable federal rate prescribed by the Internal Revenue
Service with the balance of principal and interest due upon demand. Interest
income recognized related to the note aggregated approximately $110,000, $70,900
and $6,560 for the years ended December 31, 1995, 1994 and 1993, respectively.
The Company also performs limited sales support and administrative functions for
Todd Communications under a joint sales agreement. Todd Communications is billed
for efforts expended on terms comparable to those generally available from
unaffiliated third parties (Note 18).

World Travelers Network

On January 1, 1996, Mr. Paxson purchased the assets of the World Travelers
Network from the Company at their net book value of approximately $70,000.

South Carolina Radio Network

Effective January 1, 1996, Mr. Paxson purchased the assets of the South
Carolina Radio Network from the Company at their net book value of approximately
$45,000. Mr. Paxson subsequently sold such assets to a third party for $150,000,
with the excess over $45,000 being paid to the Company in accordance with the
parties' agreement.

Board of Directors

The Company has entered into transactions with certain members of its Board
of Directors.

Communications Equity Associates, Inc. ("CEA"). The Chairman of the Board
and Chief Executive Officer of CEA has been a director of the Company since
February 1995. The Company engaged CEA as a financial advisor in connection with
certain private placements and various other lending relationships. Fees paid to
CEA for these services totaled approximately $1,300,000, $1,855,000 and
$1,060,000 for the years ended December 31, 1995, 1994 and 1993, respectively.

Stockholder Agreements. Certain redeemable preferred stock and common
stock warrants are held by entities controlled by Mr. Paxson and entities which
are affiliates of two directors of the Company (Notes 13 and 14).

S. William Scott. S. William Scott, a director of the Company since
February 1995, has an arrangement with the Company to provide consulting
services to the Company with respect to the development of its news programming
for its radio and television broadcast business and its radio network business.
Mr. Scott was paid approximately $80,000, $84,000 and $84,000 for such services
during the years ended December 31, 1995, 1994 and 1993, respectively.
Additionally, Mr. Scott received benefits under the Company's health and
benefits plan and was granted options to purchase 10,000 shares of stock under
the Company's stock incentive plan.

F-17
<PAGE> 165

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY AND EQUIPMENT:

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1995 1994
------------ ------------
<S> <C> <C>
Broadcasting towers and equipment......................... $ 70,179,364 $ 39,445,071
Office furniture and equipment............................ 8,370,232 5,075,412
Buildings and leasehold improvements...................... 9,447,395 4,302,476
Land and land improvements................................ 7,418,039 3,142,532
Vehicles and other........................................ 4,851,576 3,877,851
------------ ------------
100,266,606 55,843,342
Accumulated depreciation.................................. (20,407,526) (10,492,912)
------------ ------------
Property and equipment, net............................... $ 79,859,080 $ 45,350,430
=========== ===========
</TABLE>

Depreciation expense aggregated $10,083,135, $5,433,038 and $2,804,157 for
the years ended December 31, 1995, 1994 and 1993, respectively.

5. INTANGIBLE ASSETS:

Intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1995 1994
------------ ------------
<S> <C> <C>
FCC licenses.............................................. $ 76,313,074 $ 42,332,125
Covenants not to compete.................................. 14,502,375 11,811,375
Favorable lease and other contracts....................... 6,801,433 6,514,507
Goodwill.................................................. 9,444,500 7,819,778
------------ ------------
107,061,382 68,477,785
Accumulated amortization.................................. (22,743,235) (15,126,818)
------------ ------------
Intangible assets, net.................................... $ 84,318,147 $ 53,350,967
=========== ===========
</TABLE>

Amortization expense related to intangible assets aggregated $7,621,848,
$5,940,575 and $5,927,744 for the years ended December 31, 1995, 1994 and 1993,
respectively.

6. OTHER ASSETS:

Other assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Loan origination costs...................................... $10,722,939 $ 7,739,288
Escrow funds for station acquisitions....................... 6,672,860 4,291,241
Deposits on building and equipment.......................... 1,377,964 642,890
Organization costs.......................................... 768,307 407,672
Other assets................................................ 917,361 1,708,638
----------- -----------
20,459,431 14,789,729
Accumulated amortization.................................... (562,737) (1,711,383)
----------- -----------
Other assets, net........................................... $19,896,694 $13,078,346
========== ==========
</TABLE>

F-18
<PAGE> 166

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Amortization expense related to other assets aggregated $1,014,126,
$1,029,915 and $618,732 for the years ended December 31, 1995, 1994 and 1993,
respectively.

Loan origination costs of $10,625,727 associated with debt extinguished
through proceeds from the senior subordinated notes are reflected in the 1995
statement of operations as an extraordinary item.

7. INVESTMENTS IN BROADCAST PROPERTIES:

Investments in broadcast properties represent the Company's financing of
broadcasting asset acquisitions by third party licensees, including CNI and Todd
Communications (Note 3). In conjunction with the financings, the Company has
obtained the right to provide programming for the related stations pursuant to
TBAs and has obtained options to purchase certain stations. Interest rates range
from LIBOR plus 1/2% (6.18% at December 31, 1995) to 12 1/8% with loans
maturing in five to seven years. Unpaid principal balances will be applied
toward the acquisition cost upon exercise of purchase options. The Company
records interest on certain investments as received. Investments in broadcast
properties at December 31, 1995 consist of:

<TABLE>
<CAPTION>
INVESTMENT OPTION OPTION
INVESTMENT TO/STATION AMOUNT EXPIRATION PRICE
----------------------------------------------- ----------- ------------- --------
<S> <C> <C> <C>
CNI: $16,481,345
WTJC-TV(1)*.................................. October 2005 $100,000
WFCT-TV(1)*.................................. December 2003 191,000
WCTD-TV(1)(2)*............................... April 1999 100,000
KUBD-TV(1)*.................................. August 2005 100,000
WCEE-TV(1)(3)*............................... January 2006 100,000
WIRB-TV...................................... -- --
WHITEHEAD MEDIA:
WOAC-TV(4)................................... December 2000 1,000
WTVX-TV(4)................................... December 2000 1,000
TODD COMMUNICATIONS: 1,750,000
WFSJ-FM...................................... -- --
OTHER: 2,960,685
WRMY-TV(5)................................... -- --
WHBI-TV(6)................................... -- --
WACC-AM(7)................................... -- --
-----------
$21,192,030
==========
</TABLE>

- ---------------

(1) Upon exercise of the option, the Company will apply the unpaid principal
balance towards the acquisition price.
(2) Upon exercise of the option, the Company will repay the remaining principal
balance on a third party note payable (Note 3).
(3) Purchase transaction consummated in 1996. Investment at December 31, 1995
represents initial advances.
(4) The Company initially financed the acquisition which was subsequently repaid
(Note 3). In addition to the option price, the Company will pay Whitehead
Media $500,000 for each station, plus the value of the station based upon
certain calculations.
(5) Investment represents financings for the construction of the station in
1996. Upon consummation of the transaction, the Company will have acquired a
40% interest in the station for $1,500,000.
(6) The station is not currently on the air. The investment relates to financed
expenditures for the build-out of the station.
(7) The Company has an option to purchase a 49% interest in exchange for its
initial advance to this station.
* The Company intends to exercise these options which became permissible with
the recent enactment of the Telecommunications Act of 1996.

F-19
<PAGE> 167

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. PROGRAM RIGHTS:

Program rights relate to the broadcast operations of Paxson
Network-Affiliated Television stations as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Program rights.............................................. $ 4,290,715 $ 3,045,642
Accumulated amortization.................................... (2,493,357) (820,754)
----------- -----------
1,797,358 2,224,888
Less current program rights................................. (1,412,544) (1,980,000)
----------- -----------
Program Rights, net......................................... $ 384,814 $ 244,888
========== ==========
</TABLE>

Program rights amortization expense aggregated $1,765,942, $820,754 and $0
for the years ended December 31, 1995, 1994 and 1993, respectively.

Program rights payable represent the obligation incurred to secure the
right to broadcast program material in accordance with related contractual
agreements. Future minimum annual payments under these contractual agreements as
of December 31, 1995, are as follows:

<TABLE>
<CAPTION>
BROADCAST RIGHTS BARTER RIGHTS TOTAL
PAYMENTS EXPIRATION RIGHTS
---------------- ------------- ----------
<S> <C> <C> <C>
1996............................................ $1,139,402 $ 310,200 $1,449,602
1997............................................ 235,853 -- 235,853
1998............................................ 196,897 -- 196,897
---------------- ------------- ----------
$1,572,152 $ 310,200 $1,882,352
============ ========== =========
</TABLE>

9. LONG-TERM DEBT:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Revolving credit loans, total commitment of $150,000,000,
interest at LIBOR plus 2.75%, extinguished in September
1995...................................................... $ -- $82,000,000
Revolving credit facility, total commitment of $100,000,000,
interest at LIBOR plus 3.25% (8.93% at December 31,
1995)..................................................... 10,000,000 --
Mortgage note payable, $200,055 principal, interest at 10%,
principal and interest payment of $3,000 due monthly
through April 1999, remaining balance due April 1999...... 184,705 200,055
Mortgage note payable, $825,000 principal, interest at
8.83%, principal and interest payment of $8,284 due
monthly from June 1995 to May 2010........................ 812,083 --
</TABLE>

F-20
<PAGE> 168

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Notes payable, $2,155,000 aggregate principal, interest at
8% to 9.325%, aggregate principal and interest payments of
$41,646 due monthly, maturing at varying dates through
April 2001, secured by purchased assets................... $ 1,917,826 --
Mortgage note payable, $211,000 principal, interest at
9.75%, extinguished in August 1995........................ -- $ 206,902
----------- -----------
12,914,614 82,406,957
Less current portion........................................ (430,590) (6,393,415)
----------- -----------
$12,484,024 $76,013,542
========== ==========
</TABLE>

In September 1995, the Company extinguished its $150,000,000 revolving
credit agreement utilizing proceeds from the issuance of senior subordinated
notes. Additionally during 1995, the Company executed and subsequently
extinguished a $75,000,000 revolving credit agreement utilizing proceeds from
the issuance of senior subordinated notes (Note 10).

On December 19, 1995, the Company executed a $100,000,000 senior secured
revolving credit facility. The aggregate revolving commitment under the credit
facility will decrease by $10 million on December 31, 1997 and by $3.75 million
to $7.5 million each subsequent quarter thereafter until the termination of the
credit facility on June 30, 2002. Borrowings under the revolving credit facility
will bear interest at a rate equal to, at the option of the Company, either (i)
the base rate (which is defined as the higher of 1/2% plus the Federal Funds
rate or the prime rate most recently announced by the agent under the credit
facility) or (ii) LIBOR, in each case plus an applicable margin determined by
reference to the ratio of total debt to cash flow of the Company. Interest on
the current amounts drawn under the facility accrues at an initial rate of LIBOR
plus 3.25%. This revolving credit facility is secured by substantially all of
the Company's assets (as well as a negative pledge on all real property
interests) and subsidiary guarantees.

The reducing revolving credit facility contains a number of covenants that
restrict, among other things, the Company's ability to incur additional
indebtedness, incur liens, make investments, pay dividends or make other
restricted payments, consummate certain asset sales, consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise dispose of
substantially all of the assets of the Company. Prior to making any advance
under the new credit facility, the Company will be required to be in compliance
with all financial and operating covenants. Certain acquisitions to be funded
under the new credit facility are expected to require approval by 66 2/3% of the
lenders thereunder. The lenders under the new credit facility will be paid a
commitment fee at the rate of 0.5% per year on unused commitments, payable
quarterly.

Aggregate maturities of long-term debt at December 31, 1995 are as follows:

<TABLE>
<S> <C>
1996........................................................ $ 430,590
1997........................................................ 482,952
1998........................................................ 503,993
1999........................................................ 636,785
2000........................................................ 220,372
Thereafter.................................................. 10,639,922
-----------
$12,914,614
==========
</TABLE>

F-21
<PAGE> 169

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. SENIOR SUBORDINATED NOTES:

On September 28, 1995, the Company issued $230,000,000 of senior
subordinated notes (the "Notes") at a discount, netting proceeds of $227,309,000
to the Company. The Company accretes the original issue discount over the term
of the Notes using the effective interest method. At December 31, 1995, the
discount was $2,625,089. Interest on the Notes accrues at 11.625% to yield an
effective rate of 11.875%. Interest payments are payable semiannually on each
April 1 and October 1, commencing on April 1, 1996. The principal balance is due
at maturity on October 1, 2002. As part of the Note agreement, the Company filed
a registration statement relating to the Notes with the Securities and Exchange
Commission (the "SEC"), and commenced an offer to exchange the registered notes
for the Notes beginning January 24, 1996.

The Notes contain certain covenants which, among other things, restrict
additional indebtedness, payment of dividends, stock issuance of subsidiaries,
certain investments and transfers or sales of assets, and provide for the
repurchase of the Notes in the event of a change in control of the Company. The
Notes are general unsecured obligations of the Company subordinate in right of
payment to all existing and future senior indebtedness of the Company and senior
in right to all future subordinated indebtedness of the Company.

The Notes become redeemable at the option of the Company on October 1,
1999, 2000 and 2001 at a redemption price of 104%, 102% and 100%, respectively,
of the outstanding principal amount, plus accrued interest. Additionally, the
Company may redeem up to 25% of the original principal amount of the Notes with
proceeds from certain sales of Company stock or assets at any time prior to
October 1, 1998 at a redemption price of 110% of the outstanding principal
amount, plus accrued interest. There are no mandatory redemption requirements.

11. INCOME TAXES:

Prior to the reorganization and consolidation on December 15, 1993, the
Company's businesses operated in the form of partnerships and S corporations for
federal and state income tax purposes. Therefore, all income and losses prior to
that date were taxed at the partner and stockholder level and no provision for
income taxes was recorded.

As a result of the reorganization and consolidation on December 15, 1993,
the tax status of the Company changed to a taxable entity. Reflected in the 1993
tax provision for continuing operations is the cumulative difference between the
tax bases and book bases of assets and liabilities arising prior to this date.
Significant components of the (benefit) provision for income taxes are as
follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------
1995 1994 1993
----------- ----------- ----------
<S> <C> <C> <C>
Current tax expense
Federal.................................... $ -- $ -- $ --
State...................................... -- -- --
----------- ----------- ----------
Total current...................... -- -- --
----------- ----------- ----------
Deferred tax (benefit) expense
Federal.................................... (1,152,000) (1,503,200) 2,674,000
State...................................... (128,000) (176,800) 286,000
----------- ----------- ----------
Total deferred..................... (1,280,000) (1,680,000) 2,960,000
----------- ----------- ----------
Total (benefit) provision.......... $(1,280,000) $(1,680,000) $2,960,000
========== ========== =========
</TABLE>

F-22
<PAGE> 170

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred tax assets and deferred tax liabilities reflect the tax effect of
the following differences between financial statement carrying amounts and tax
bases of assets and liabilities:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1995 1994
------------ -----------
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts........................ $ 385,000 $ 194,940
Net operating loss carryforwards....................... 13,599,000 4,126,507
Deferred compensation.................................. 3,725,000 --
------------ -----------
17,709,000 4,321,447
Deferred tax asset valuation allowance for net
operating loss carryforwards and deferred
compensation........................................ (15,009,000) (4,126,507)
------------ -----------
Deferred tax assets, net............................... 2,700,000 194,940
Deferred tax liabilities:
Tax over book depreciation and amortization............ (2,700,000) (1,474,940)
------------ -----------
Total.......................................... $ -- $(1,280,000)
=========== ==========
</TABLE>

A valuation allowance has been provided when management believes it is more
likely than not that a portion of the deferred tax asset will not be realized. A
portion of the net operating losses were acquired in the acquisition of ANG.
Future recognition of the benefit from these acquired losses will be applied
first to reduce goodwill related to the acquisition, then to reduce other
non-current intangible assets related to the acquisition and then to reduce
income tax expense.

The Company and its subsidiaries have filed consolidated tax returns for
all periods subsequent to December 15, 1993.

A pro forma provision for income taxes to reflect the effect on the
statement of operations for the year ended December 31, 1993 had the Company's
business operations filed a consolidated income tax return for 1993, prior to
December 15, 1993, would result in a tax benefit of approximately $3,159,000 for
net operating losses and a corresponding valuation allowance resulting in no pro
forma provision for income taxes.

The reconciliation of income tax benefit attributable to continuing
operations, computed at U.S. Federal Statutory tax rates, to the provision for
income taxes is:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
----------------------------------------
1995 1994 1993
------------ ----------- -----------
<S> <C> <C> <C>
Tax benefit at U.S. Federal Statutory tax
rates........................................ $(11,417,000) $(2,190,305) $(2,717,230)
State income tax benefit, net of federal tax... (1,343,000) (257,682) (290,104)
Tax benefits attributable to losses recognized
for book purposes in periods that the Company
operated as non-taxable entities............. -- -- 3,397,783
Deferred taxes attributable to income
recognized on accrual basis for book
purposes, in period that the Company operated
as non-taxable entities, but recognized for
tax purposes after reorganization............ -- -- 2,334,364
Non-deductible items........................... 597,000 83,000 --
Valuation allowance............................ 10,883,000 684,987 235,187
------------ ----------- -----------
(Benefit) provision for income taxes........... $ (1,280,000) $(1,680,000) $ 2,960,000
=========== ========== ==========
</TABLE>

F-23
<PAGE> 171

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The extraordinary items relate to debt retirements. The 1993 retirements
occurred in the period before the Company reorganized on December 15, 1993, were
taxable at the stockholder level and, accordingly, are not tax affected. No tax
effect has been included related to the 1995 debt retirement as the
extraordinary item is included in the Company's net operating loss carryforward
for which a valuation allowance has been provided.

The Company has net operating loss carryforwards for income tax purposes
subject to certain carryforward limitations of approximately $35,700,000 at
December 31, 1995 expiring through 2010. A portion of the net operating losses
relate to ANG and are limited to annual utilization as a result of the change in
ownership.

12. EMPLOYEE BENEFIT PLANS AND EMPLOYMENT AGREEMENTS:

Savings and Profit Sharing Plan

The Company has retirement savings and cafeteria plans pursuant to Sections
401(k) and 125 of the Internal Revenue Code which cover substantially all of the
Company's employees. Employer contributions to the retirement savings plan are
discretionary. The Company elected not to make retirement savings contributions
for the three plan years ended December 31, 1995. Under the cafeteria plan,
employees may elect to participate in health, dental, life and disability
insurance benefit plans funded through employee payroll deductions.

Stock Incentive Plan

In November 1994, the Company established the Stock Incentive Plan (the
"Plan") to provide incentives to officers and other employees through the
issuance of options and restricted stock. The number of options, exercise prices
and exercise dates granted under the Plan are at the discretion of the Company's
Compensation Committee and may be in the form of either incentive or
non-qualified stock options or awards of restricted stock. At December 31, 1995,
301,370 shares of Class A common stock were available for issuance under the
Plan. When options are granted, a non-cash charge representing the difference
between the exercise price and the fair market value of the vested options on
the date of grant is recorded as option plan compensation expense. For the year
ended December 31, 1995, the Company recognized approximately $10,800,000 of
option plan compensation expense and expects to recognize approximately an
additional $1,400,000 of expense over the next five years as such options vest.

At December 31, 1995, 49 employees had been granted options under the Plan
pursuant to a five-year vesting cycle commencing retroactively to the employee's
date of employment or exercisable in full at the date of grant. At December 31,
1995, approximately 1,100,000 shares were vested and fully exercisable. In
January 1996, 10,000 options were granted at $3.42 per option and 8,928 were
granted at $0.01 per option. All options granted expire over a ten year period.
Transactions under the Plan are as follows:

<TABLE>
<CAPTION>
NUMBER OF PRICE PER
OPTIONS OPTION
--------- ---------
<S> <C> <C>
Outstanding, December 31, 1994........................................... -- --
Granted.................................................................. 1,847,005 $3.42
Forfeited................................................................ (4,800) 3.42
Exercised................................................................ (89,800) 3.42
---------
Outstanding, December 31, 1995........................................... 1,752,405
========
</TABLE>

Employment Agreements

Mr. Paxson is employed under an employment agreement providing for him to
be employed through December 31, 1999, unless sooner terminated. The agreement
provides that Mr. Paxson's salary will be

F-24
<PAGE> 172

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$385,000 in 1996, $423,500 in 1997, $465,850 in 1998 and $500,000 in 1999. In
addition to his base salary, Mr. Paxson may receive an annual bonus at the
discretion and in an amount set by members of the Compensation Committee that
are not employees of the Company.

The Company has other employment agreements with individuals under which
the individuals are paid a base salary and may receive annual incentives based
on revenue amounts and stock options based on the cash flow of the stations they
manage.

13. REDEEMABLE PREFERRED STOCK:

Redeemable Senior Preferred Stock

Redeemable Senior preferred stock was originally issued with 225 detachable
redeemable common stock purchase warrants on December 15, 1993 in exchange for
$14,000,000. The holder of preferred stock is entitled to preferential
cumulative dividends at a rate of 15% of the liquidation price, per annum,
payable quarterly commencing on December 31, 1993. On January 1 of each year,
accrued and unpaid dividends are added to the liquidation price of the stock.
The holders of the Senior preferred stock, voting as a class, are entitled to
elect 25% of the Company's Board of Directors.

The Senior preferred stock is redeemable, at the option of the holder, on
or after the seventh anniversary of the issue date (December 15, 2000) at $7,000
per share plus accrued and unpaid dividends to date. The shares may also be
redeemed, at the option of the Company, on or after the fourth anniversary of
the issue date (December 15, 1997) at $7,000 per share plus accrued and unpaid
dividends to date. The shares also provide redemption features in the event of
certain changes in ownership control of the Company, bankruptcy, and twelve
month dividend arrearages after the fifth anniversary of the issue date
(December 15, 1998).

Cumulative preferred dividends in arrears aggregated $4,644,352 and
$2,197,808 at December 31, 1995 and 1994, respectively.

Redeemable Series B Preferred Stock

Redeemable Series B preferred stock was issued on December 22, 1994 as a
result of the exercise of 94.6223 detachable redeemable common stock purchase
warrants into 1,310,779 shares of Class A common stock and 436,926 shares of
Class B common stock which were then surrendered for Series B preferred stock.
The holder of Series B preferred stock is entitled to cumulative dividends at a
per annum rate of 15% per share, payable quarterly commencing on December 31,
1994. On January 1 of each year, accrued and unpaid dividends are added to the
liquidation price of the stock. Series B preferred stock ranks prior to all
classes of Junior preferred stock.

The Series B preferred shares are redeemable, at the option of the holder,
on or after December 15, 2000 at $7,000 per share plus accrued and unpaid
dividends to date. The shares may also be redeemed at the option of the Company,
on or after December 15, 1997 at $7,000 per share plus accrued and unpaid
dividends to date.

Cumulative Series B preferred dividends in arrears aggregated $771,269 and
$18,493 at December 31, 1995 and 1994, respectively.

Redeemable Junior Preferred Stock

Redeemable Junior preferred stock was issued with 4,853,628 detachable
Class C common stock warrants (after giving effect to the stock dividend during
January 1995) on December 22, 1994 in exchange for $33,000,000. The holder of
Junior preferred stock is entitled to cumulative dividends at a rate of 12% per
annum prior to the seventh anniversary of the issue date (December 22, 2001),
13% per annum from the seventh through the eighth anniversary of the issue date
(December 22, 2002), and 14% per annum after the

F-25
<PAGE> 173

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

eighth anniversary of the issue date. Semi-annual dividend payments are required
commencing December 31, 1999.

The Junior preferred shares are redeemable, at the option of the Company,
at $1,030 plus unpaid, deferred, and accrued dividends prior to the third
anniversary of the issue date (December 22, 1997), $1,020 plus unpaid, deferred,
and accrued dividends after the third and prior to the fourth anniversary of the
issue date (December 22, 1998), and $1,000 plus unpaid, deferred, and accrued
dividends per share on or after the fourth anniversary of the issue date. A
mandatory redemption is scheduled on the ninth anniversary of the issue date
(December 22, 2003).

Cumulative Junior preferred dividends in arrears aggregated $4,188,512 and
$97,644 at December 31, 1995 and 1994, respectively.

Redemption Features of Preferred Stock

The following table presents the redemption value of the three classes of
preferred stock should each be redeemed in the indicated year, assuming no
dividends are paid prior to redemption, unless required:

<TABLE>
<CAPTION>
SENIOR SERIES B JUNIOR
PREFERRED(1) PREFERRED(1) PREFERRED(2)
------------ ------------ ------------
<S> <C> <C> <C>
1996............................................ $ 42,775,013
1997............................................ $ 24,657,155 $ 7,632,502 47,939,640
1998............................................ 28,355,728 8,777,377 53,412,616
1999............................................ 32,609,087 10,093,984 59,102,420
2000............................................ 37,500,450 11,608,082 59,102,420
</TABLE>

- ---------------

(1) Redeemable at the option of the Company on or after December 15, 1997 and at
the option of the holder on or after December 15, 2000.
(2) Mandatorily redeemable on the ninth anniversary (December 22, 2003),
redeemable by the Company prior to that date.

14. COMMON STOCK WARRANTS:

Redeemable Common Stock Warrants

In connection with the 1993 Redeemable Senior preferred stock issuance, the
Company issued 225 detachable redeemable common stock purchase warrants
entitling the holder to purchase one common share per warrant at an exercise
price of $0.01 per share. On December 22, 1994, 94.6223 of the warrants were
exercised for 1,310,779 shares of Class A common stock and 436,926 shares of
Class B common stock and were then surrendered for the redeemable Series B
preferred stock. The remaining 130.3777 redeemable common stock purchase
warrants entitle the holders to purchase 2,709,129 Class A common shares and
903,043 Class B common shares (after giving effect to the stock dividend).

The stock purchase warrants include a put provision requiring the Company
to repurchase any warrants, at the option of the holder, at the fair market
value per share on or after the seventh anniversary of issue date (December 15,
2000). At December 31, 1995, using the fair value of the underlying stock, the
stock purchase warrants would accrete to approximately $49,600,000 at their
mandatory redemption date of December 15, 2000. The holders of the warrants are
entitled to demand registration rights and piggyback registration rights
following certain offerings of shares to the public.

Class C Common Stock Warrants

In connection with the Redeemable Junior preferred stock issuance on
December 22, 1994, the Company issued 4,853,628 detachable Class C common stock
purchase warrants (after giving effect to the stock

F-26
<PAGE> 174

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

dividend), entitling the holder to purchase one Class C common share per warrant
at an exercise price of $0.001 per share. Certain holders of these purchase
warrants are entitled to demand registration rights subsequent to the third
anniversary of the issuance date and piggyback registration rights six months
following certain offerings of shares to the public.

15. COMMON STOCK:

On December 15, 1993, in connection with the reorganization and
consolidation of its radio broadcasting activities, the Company authorized 1,500
shares and issued 1,200 shares of unclassified common stock.

In November 1994, in connection with the merger with ANG, the Company
amended its capital structure to provide two classes of common voting stock,
Class A common stock (45,000,000 shares authorized) and Class B common stock
(7,000,000 shares authorized). Upon consummation of the recapitalization, the
Company's unclassified common stock outstanding was converted into 15,790,974
shares of Class A common stock and 5,263,658 shares of Class B common stock.
Upon consummation of the merger, the holders of ANG common stock received Class
A common stock in exchange for ANG common stock outstanding and such shares of
Class A common stock which where exchanged for the ANG common stock were listed
on the Nasdaq Small-Cap Market.

On December 22, 1994, the Company further amended its capital structure to
increase authorized shares of Class A common stock to 150,000,000 shares and
Class B common stock to 35,000,000 shares, and to designate a third class of
non-voting common stock, Class C common stock, 12,500,000 shares authorized.

On January 1, 1995, the Company announced a stock dividend for its common
stock of an additional one-half share for each common share outstanding for
holders of record on January 1, 1995. Weighted average shares outstanding for
the years ended December 31, 1994 and 1993 give effect to the Company's amended
capital structure related to the merger with ANG, and the stock dividend on
common shares outstanding on January 1, 1995.

On July 10, 1995, the Company's Class A common stock was listed on the
American Stock Exchange under the symbol of PXN. These publicly traded shares
represent approximately 5% of Class A common shares outstanding at December 31,
1995 and less than 2% of the Company's voting power.

Voting rights allow the voting common stockholders to elect up to 75% of
the Company's Board of Directors, but do not allow the common stockholders to
change the rights and privileges of the preferred stockholders without a
majority affirmative vote of the preferred stockholders. Class A common stock
and Class B common stock will vote as a single class in all matters submitted to
a vote of the stockholders with each share of Class A common stock entitled to
one vote and each share of Class B common stock entitled to ten votes; Class C
common stock is nonvoting. Each share of Class B common stock is convertible, at
the option of its holder, into one share of Class A common stock at any time,
and under certain circumstances, Class C common stock may be converted, at the
option of the holder, into Class A common stock.

16. FAIR VALUE OF FINANCIAL INSTRUMENTS:

The estimated fair value of financial instruments has been determined by
the Company using available market information and appropriate valuation
methodologies. However, considerable judgment is required in interpreting data
to develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the Company could
realize in a current market exchange. The fair value estimates presented herein
are based on pertinent information available to management as of December 31,
1995. Although management is not aware of any factors that would significantly
affect the estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements since that
date and current estimates of fair value may differ significantly from the

F-27
<PAGE> 175

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

amounts presented herein. The following methods and assumptions were used to
estimate the fair value of each class of financial instruments:

Cash and cash equivalents, accounts receivable, accounts payable and
accrued expenses. The fair values approximate the carrying values due to
their short term nature.

Investments in broadcast properties. The fair value of investments in
broadcast properties is estimated based on the net present value of the
future cash flows using a discount rate approximating current market rates.
The fair value approximates the carrying value.

Interest rate caps. The Company's interest rate cap agreements were
originally entered into to meet covenants under variable rate revolving
credit loan agreements outstanding in prior periods, which were
extinguished during the year ended December 31, 1995, and currently do not
serve as a hedging vehicle. As a result, interest rate cap agreements
previously amortized to interest expense have been marked to market and net
losses of approximately $800,000 were recognized during the year ended
December 31, 1995 which are reflected in the consolidated statement of
operations as other income (expense). The Company has interest rate cap
agreements outstanding at December 31, 1995 with notional amounts totaling
$75 million. Variable rate debt outstanding at December 31, 1995 totaled
approximately $10 million. The interest rate cap agreements have
termination dates of March 1996 through December 1997 and result in the
Company receiving payments when the LIBOR rate exceeds between 5% and
7 1/4%.

Program rights payable. The fair value of program rights payable is
estimated based on the net present value of the future cash flows using a
discount rate approximating current market rates. The fair value
approximates the carrying value.

Long-term debt and Senior subordinated notes. The fair values of
long-term debt and senior subordinated notes are estimated based on current
market rates and instruments with the same risk and maturities. The fair
values approximate the carrying value.

Mandatorily redeemable securities. Redeemable preferred stock
(Senior, Series B and Junior) is being accreted to its respective
redemption values and redeemable common stock warrants (Class A and B) are
accreted to the estimated fair value of the underlying common stock upon
redemption. Estimated fair value at redemption is reviewed on a quarterly
basis to reflect changes in the underlying stock value.

17. COMMITMENTS AND CONTINGENCIES:

The Company incurred total expenses of approximately $5,334,000, $2,406,000
and $1,218,000 for the years ended December 31, 1995, 1994 and 1993,
respectively, under operating leases for broadcasting facilities and equipment
and for employment agreements. Future minimum annual payments under these non-
cancelable operating leases and agreements, as of December 31, 1995, are as
follows:

<TABLE>
<S> <C>
1996........................................................ $ 5,151,000
1997........................................................ 3,941,000
1998........................................................ 3,234,000
1999........................................................ 2,189,000
2000........................................................ 1,127,000
Thereafter.................................................. 7,150,000
-----------
$22,792,000
==========
</TABLE>

The Company has entered into commitments for radio broadcast rights related
to sporting events that are not currently available for broadcast and are
therefore not included in the financial statements. The Company

F-28
<PAGE> 176

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

incurred total rights expenses of approximately $2,806,000 for the year ended
December 31, 1995 and had total commitments of approximately $3,503,000 as of
December 31, 1995.

As of December 31, 1995, the Company had entered into TBAs with seven FCC
licensees which require monthly TBA payments ranging from $3,500 to $35,000 and
have termination dates ranging from seven to ten years.

As of December 31, 1995, the Company has agreements to purchase significant
assets of, provide financing for, or enter into time brokerage arrangements with
the following television stations, all of which are subject to various
conditions, including the receipt of regulatory approvals:

<TABLE>
<CAPTION>
PURCHASE PRICE/
STATION MARKET SERVED(1) INVESTMENT AMOUNT
--------------------------------------------- -------------------- -----------------
<S> <C> <C>
Channel 68................................... Dallas, TX $ 3,000,000
WNGM-TV(2)................................... Atlanta, GA --
WHKE-TV(2)................................... Milwaukee, WI 4,000,000
WJUE-TV(3)................................... Grand Rapids, MI 1,000,000
WHBI-TV(4)................................... West Palm Beach, FL 6,300,000
WOCD-TV...................................... Albany, NY 2,500,000
WSJN-TV(5)................................... San Juan, PR 4,000,000
</TABLE>

- ---------------

(1) Each station is licensed by the FCC to serve a specific community which is
included in the listed market.
(2) To be operated pursuant to a TBA.
(3) 70% ownership interest to be acquired.
(4) The Company financed certain build-out costs of the station prior to
December 31, 1995 (Note 7). The Company expects to enter into an
affiliation agreement after the construction of the station.
(5) 50% ownership interest to be acquired; station signal will be satellite
simulcast in the San Juan area on WKPV-TV and WJWN-TV, stations in which
the Company is also acquiring a 50% interest. This station is currently
being operated pursuant to a TBA.

Affiliation Agreements

During 1995, the Company entered into inTV affiliation agreements with two
television licensees. Under the agreements, the licensees agree to broadcast
programming provided by inTV during certain times of the day and are compensated
based on the monthly advertising collected and the number of cable homes covered
by the licensees. inTV may terminate these agreements with a ninety day written
notice. The minimum amounts due under these agreements at December 31, 1995
totals approximately $531,000.

Legal Proceedings

The Company is involved in litigation from time to time in the ordinary
course of its business. In the opinion of management, the ultimate resolution of
these matters will not have a material effect on the Company's consolidated
financial position or results of operations and cash flows.

F-29
<PAGE> 177

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

18. SUBSEQUENT EVENTS:

Investments in Broadcast Properties:

Subsequent to year end, the Company made the following investments in
broadcast properties through the financing of third party purchases of
television broadcasting stations. Concurrent with these transactions, the
Company executed TBAs and option purchase agreements (Note 7).

<TABLE>
<CAPTION>
STATION MARKET SERVED(1) INVESTMENT AMOUNT
- -------------------------------------------------------- -------------------- -----------------
<S> <C> <C>
WRMY-TV(3).............................................. Raleigh, NC $ 5,500,000
KWBF-TV(2).............................................. Phoenix, AZ 1,400,000
WCEE-TV(2).............................................. St. Louis, MO 3,200,000
</TABLE>

- ---------------

(1) Each station is licensed by the FCC to serve a specific community, which is
included in the listed market.
(2) The Company currently holds an option to purchase the station from the
licensee.
(3) Investment amount consists of a $1,500,000 option to purchase a 40% interest
in the station and construction financing, of which approximately $600,000
was outstanding at December 31, 1995.

Purchases:

Subsequent to December 31, 1995, the Company entered into agreements to
purchase significant assets of or acquire ownership in the following television
and radio stations, all of which are subject to various conditions, including
receipt of regulatory approvals:

<TABLE>
<CAPTION>
PURCHASE
PRICE/
INVESTMENT
STATION MARKET SERVED(1) AMOUNT
-------------------------------------------------- -------------------- --------------
<S> <C> <C>
WOST-TV(2)........................................ Providence, RI $ 1,000,000
KZAR-TV(2)........................................ Salt Lake City, UT 850,000
WHUB-FM,WHUB-AM(3)................................ Cookeville, TN 3,800,000
WFSJ-FM(4)........................................ Jacksonville, FL 5,000,000
WRMA-FM,WXDJ-FM(5)................................ Miami, FL 115,000,000
Channel 23(6)..................................... New York, NY 2,000,000
Channel-38(6)..................................... New York, NY 1,500,000
</TABLE>

- ---------------

(1) Each station is licensed by the FCC to serve a specific community, which is
included in the listed market.
(2) The Company will acquire 50% ownership interest pursuant to a management
agreement. The station is currently under construction.
(3) The Company will acquire both the FM and AM stations.
(4) The Company will issue stock valued at approximately $1.70 million, apply
the note receivable from Todd Communications and assume the Todd
Communications note payable to Mr. Paxson of approximately $1.55 million to
acquire the station.
(5) The Company will acquire these stations simultaneously for either a cash
payment of $107,500,000 or cash of $92 million and approximately 1.3 million
shares of Company common stock at the option of the seller.
(6) The Company will acquire these "low power" stations, the signals of which
will be augmented by simulcasting the signal of WHAI-TV, a station currently
owned by the Company.

Subsequent to year end the Company purchased substantially all of the
assets of WHAI-TV, New York, NY and WAKC-TV, Cleveland, OH for approximately $22
million and $18 million, respectively.

F-30
<PAGE> 178

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Public Offering:

The Company intends to file a registration statement with the SEC for the
proposed sale of 11.5 million shares of its Class A common stock, 10.3 million
of which will be sold by the Company. The Company intends to use the net
proceeds to acquire or enter into TBAs with television and radio stations, make
capital expenditures and for other general corporate purposes.

Telecommunications Reform:

On February 8, 1996, new telecommunications regulations were enacted into
law, allowing, among other things, an expanded number of radio and television
stations under common ownership. As a result, the Company has exercised options
to acquire television stations WFCT-TV, WCTD-TV, WTJC-TV, KUBD-TV, WCEE-TV and
KWBF-TV from CNI (Note 7).

Other Transactions

On January 9, 1996, the Company purchased from Mr. Paxson, at its face
value, a $1 million note related to CNI's acquisition of KLDT-TV.

Subsequent to December 31, 1995, the Company entered into a joint venture
agreement with L.L. Knickerbocker Company, Inc. for the purpose of identifying
products and services for long-form advertising and developing marketing
strategies and infomercials for such products and services.

Subsequent to year end, the Company entered into two inTV affiliation
agreements with station licensees. inTV may terminate these agreements with a
ninety day written notice. The minimum amounts due under these agreements at
December 31, 1995 totals approximately $380,000.

Subsequent to December 31, 1995, the Company entered into a limited
partnership agreement as a general partner for the Bobcats, an Arena football
franchise in South Florida. Additionally, Mr. Paxson acquired a portion of the
Company's limited partnership interest in the same partnership.

19. SEGMENT DATA:

The Company operates three business segments: (1) the Infomall TV Network
is a nationwide network of owned, operated and affiliated television stations
dedicated to the airing of long form paid programming consisting primarily of
infomercials; (2) Paxson Radio consists of radio broadcasting stations, radio
news and sports networks and billboard operations; and (3) Paxson
Network-Affiliated Television includes network-affiliated television
broadcasting stations in West Palm Beach, Florida. In January 1995, four
stations which had previously aired long form paid programming were reclassified
as inTV stations. The financial information related to these four stations prior
to January 1, 1995 has been reclassified to conform with the 1995 presentation.
Corporate and other operations represent revenue earned through commissions,
non-broadcast activities, expenses incurred for such activities, and corporate
overhead expenses, including management expenses which are not allocated to the
individual segments.

F-31
<PAGE> 179

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Selected financial information for these segments follows:

<TABLE>
<CAPTION>
AS OF AND FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------------------
1995 1994 1993
------------ ------------ -----------
<S> <C> <C> <C>
INFOMALL TV NETWORK
Total revenue......................................... $ 29,653,278 $ 3,287,285 $ --
Operating expenses, less depreciation, amortization
and option plan compensation........................ 16,266,563 3,401,328 --
Depreciation and amortization......................... 4,545,683 1,344,986 --
Option plan compensation.............................. 37,506 -- --
------------ ------------ -----------
Income (loss) from operations......................... $ 8,803,526 $ (1,459,029) $ --
=========== =========== ==========
Total identifiable assets............................. $104,106,341 $ 16,212,828 $ --
=========== =========== ==========
Capital expenditures.................................. $ 7,703,973 $ 2,527,903 $ --
=========== =========== ==========
PAXSON RADIO
Total revenue......................................... $ 54,752,191 $ 50,363,294 $31,058,472
Operating expenses, less depreciation, amortization
and option plan compensation........................ 44,227,935 39,002,002 25,012,435
Depreciation and amortization......................... 10,357,042 9,124,969 9,128,847
Option plan compensation.............................. 1,751,238 -- --
------------ ------------ -----------
Income (loss) from operations......................... $ (1,584,024) $ 2,236,323 $(3,082,810)
=========== =========== ==========
Total identifiable assets............................. $ 68,886,153 $ 67,201,401 $61,686,096
=========== =========== ==========
Capital expenditures.................................. $ 9,610,186 $ 2,491,959 $ 1,962,553
=========== =========== ==========
PAXSON NETWORK-AFFILIATED TELEVISION
Total revenue......................................... $ 16,537,406 $ 7,477,508 $ --
Operating expenses, less depreciation and
amortization........................................ 11,793,824 5,003,272 --
Depreciation and amortization......................... 3,102,665 1,542,286 --
------------ ------------ -----------
Income from operations................................ $ 1,640,917 $ 931,950 $ --
=========== =========== ==========
Total identifiable assets............................. $ 37,421,642 $ 39,409,693 $ --
=========== =========== ==========
Capital expenditures.................................. $ 2,825,249 $ 657,375 $ --
=========== =========== ==========
CORPORATE AND OTHER
Total revenue......................................... $ 2,131,037 $ 939,356 $ 1,003,559
Operating expenses, less depreciation, amortization
and option plan compensation........................ 9,814,643 3,819,350 3,860,193
Depreciation and amortization......................... 713,719 391,287 221,786
Option plan compensation.............................. 9,014,497 -- --
------------ ------------ -----------
Loss from operations.................................. $(17,411,822) $ (3,271,281) $(3,078,420)
=========== =========== ==========
Total identifiable assets............................. $ 83,417,941 $ 29,846,459 $ 4,888,512
=========== =========== ==========
Capital expenditures.................................. $ 4,877,408 $ 239,275 $ --
=========== =========== ==========
</TABLE>

F-32
<PAGE> 180

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

20. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
FOR THE 1995 QUARTERS ENDED
---------------------------------------------------------
DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
------------ ------------- ------------ -----------
<S> <C> <C> <C> <C>
Total revenue............................. $ 31,550,195 $ 27,167,369 $ 23,736,645 $20,619,703
Operating expenses, less depreciation,
amortization and option plan
compensation............................ 23,124,962 21,332,736 18,963,733 18,681,534
Depreciation and amortization............. 5,640,068 5,024,785 4,269,627 3,784,629
Option plan compensation.................. 994,136 404,976 9,404,129 --
------------ ------------- ------------ -----------
Income (loss) from operations............. $ 1,791,029 $ 404,872 $ (8,900,844) $(1,846,460)
========== =========== =========== ==========
Loss before extraordinary item............ $ (5,566,169) $ (2,851,681) $(11,176,729) $(3,252,984)
Extraordinary item(1)..................... -- (10,625,727) -- --
------------ ------------- ------------ -----------
Net loss.................................. $ (5,566,169) $ (13,477,408) $(11,176,729) $(3,252,984)
========== =========== =========== ==========
Net loss attributable to common stock..... $ (9,741,895) $ (16,734,727) $(14,849,938) $(5,443,936)
========== =========== =========== ==========
Per share data:
Loss before extraordinary item.......... $ (0.16) $ (0.08) $ (0.32) $ (0.09)
Net loss................................ $ (0.16) $ (0.39) $ (0.32) $ (0.09)
Net loss attributable to common stock... $ (0.28) $ (0.49) $ (0.43) $ (0.16)
Weighted average common shares
outstanding............................. 34,503,666 34,458,766 34,448,665 34,354,201
========== =========== =========== ==========
Stock price(2):
High.................................... $ 16 3/8 $ 15 3/4 $ 14 $ 12 5/8
Low..................................... $ 11 1/2 $ 12 $ 8 $ 9
</TABLE>

- ---------------

(1) Extraordinary item relates to the write-off of loan origination costs
associated with the extinguishment of certain debt agreements during the
third quarter (Note 9).
(2) The Company's Class A common stock is listed on the American Stock Exchange
under the symbol PXN. Prior to July 10, 1995, the Company's Class A common
stock was listed on the NASDAQ Small-Cap Market.

F-33
<PAGE> 181

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
FOR THE 1994 QUARTERS ENDED
---------------------------------------------------------
DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
------------ ------------- ------------ -----------
<S> <C> <C> <C> <C>
Total revenue............................. $ 22,226,226 $ 18,327,456 $ 12,148,603 $ 9,365,158
Operating expenses, less depreciation and
amortization............................ 18,413,022 14,219,712 10,268,884 8,324,334
Depreciation and amortization............. 3,845,370 3,292,245 2,855,767 2,410,146
------------ ------------- ------------ -----------
Income (loss) from operations............. $ (32,166) $ 815,499 $ (976,048) $(1,369,322)
========== =========== =========== ==========
Loss before extraordinary item............ $ (1,972,628) $ (672,445) $ (318,376) $(1,798,625)
========== =========== =========== ==========
Net loss.................................. $ (1,972,628) $ (672,445) $ (318,376) $(1,798,625)
========== =========== =========== ==========
Net loss attributable to common stock..... $ (2,950,626) $ (1,492,845) $ (1,121,630) $(2,582,429)
========== =========== =========== ==========
Pro forma per share data (Note 1):
Pro forma loss before extraordinary
item................................. $ (0.06) $ (0.02) $ (0.01) $ (0.06)
Pro forma net loss...................... $ (0.06) $ (0.02) $ (0.01) $ (0.06)
Pro forma net loss attributable to
common stock......................... $ (0.09) $ (0.04) $ (0.03) $ (0.08)
Pro forma weighted average common shares
outstanding............................. 33,430,116 33,430,116 32,506,032 31,581,948
========== =========== =========== ==========
Stock price (1):
High(2)................................. $ 16 $ -- $ -- $ --
Low(2).................................. $ 10 5/8 $ -- $ -- $ --
</TABLE>

- ---------------

(1) The Company's Class A common stock is listed on the American Stock Exchange
under the symbol PXN. Prior to July 10, 1995, the Company's Class A common
stock was listed on the NASDAQ Small-Cap Market.
(2) Stock price after giving effect to the January 1, 1995 stock dividend (Note
15).

F-34
<PAGE> 182

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------ ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................................ $115,577,129 $ 68,070,990
Accounts receivable, less allowance for doubtful accounts of $1,037,349
and $909,713 respectively............................................. 19,354,203 17,726,415
Prepaid expenses and other current assets................................ 2,487,528 971,363
Current program rights................................................... 664,830 1,412,544
------------ ------------
Total current assets............................................. 138,083,690 88,181,312
Property and equipment, net................................................ 110,429,710 79,859,080
Intangible assets, net..................................................... 121,300,867 84,318,147
Other assets, net.......................................................... 28,480,440 19,896,694
Investments in broadcast properties........................................ 38,887,393 21,192,030
Program rights, net........................................................ 266,551 384,814
------------ ------------
Total assets..................................................... $437,448,651 $293,832,077
=========== ===========
LIABILITIES, REDEEMABLE SECURITIES AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities................................. $ 6,948,343 $ 5,030,692
Accrued interest......................................................... 6,730,050 6,932,342
Current portion of program rights payable................................ 642,229 1,449,602
Current portion of long-term debt........................................ 569,766 430,590
------------ ------------
Total current liabilities........................................ 14,890,388 13,843,226
Program rights payable..................................................... 277,242 432,750
Long-term debt............................................................. 3,764,578 12,484,024
Senior subordinated notes, net............................................. 227,507,455 227,374,911
Redeemable Cumulative Compounding Senior preferred stock, $0.001 par value;
15% dividend rate per annum, 2,000 shares authorized, issued and
outstanding.............................................................. 18,393,136 16,824,082
Redeemable Class A & B common stock warrants............................... -- 6,465,317
Redeemable Cumulative Compounding Series B preferred stock, $0.001 par
value;
15% dividend rate per annum, 714.286 shares authorized, issued and
outstanding.............................................................. 2,990,200 2,352,654
Redeemable Cumulative Compounding Junior preferred stock, $0.001 par value;
12% dividend rate per annum, 33,000 shares authorized, issued and
outstanding.............................................................. 34,090,262 31,533,910
Class A common stock, $0.001 par value; one vote per share; 150,000,000
shares authorized, 38,665,509 shares issued and outstanding.............. 38,665 26,227
Class B common stock, $0.001 par value; ten votes per share, 35,000,000
shares authorized, 8,311,639 shares issued and outstanding............... 8,312 8,312
Class C common stock, $0.001 par value; non-voting; 12,500,000 shares
authorized, no shares issued and outstanding............................. -- --
Class A & B common stock warrants.......................................... 6,862,647 --
Class C common stock warrants.............................................. 4,281,852 5,338,952
Stock subscription notes receivable........................................ (17,500) (115,714)
Additional paid-in capital................................................. 197,424,842 34,342,086
Deferred option plan compensation.......................................... (1,949,672) (1,384,267)
Accumulated deficit........................................................ (71,113,756) (55,694,393)
Commitments and contingencies
------------ ------------
Total liabilities, redeemable securities and common stockholders'
equity.......................................................... $437,448,651 $293,832,077
=========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-35
<PAGE> 183

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30,
--------------------------
1996 1995
---------- -----------
(UNAUDITED)
<S> <C> <C>
Revenue:
Local and national advertising................................. $ 65,004,033 $ 40,454,900
Other.......................................................... 2,598,240 2,497,723
Trade and barter............................................... 1,767,993 1,403,725
---------- -----------
Total revenue.......................................... 69,370,266 44,356,348
Operating expenses:
Direct......................................................... 15,438,517 11,554,850
Programming.................................................... 7,498,374 5,940,066
Sales and promotion............................................ 5,497,070 4,473,186
Technical...................................................... 3,321,787 2,147,289
General and administrative..................................... 14,083,120 9,989,674
Trade and barter............................................... 1,357,018 1,193,843
Time brokerage agreement fees.................................. 3,040,383 549,947
Sports rights fees............................................. 766,160 1,019,355
Option plan compensation....................................... 2,291,917 9,404,129
Program rights amortization.................................... 721,802 777,057
Depreciation and amortization.................................. 11,736,929 8,054,256
---------- -----------
Total operating expenses............................... 65,753,077 55,103,652
---------- -----------
Income (loss) from operations.................................... 3,617,189 (10,747,304)
Other income (expense):
Interest expense............................................... (15,098,141) (4,887,226)
Interest income................................................ 4,034,676 578,580
Other expense, net............................................. (559,053) (13,763)
---------- -----------
Loss before income tax benefit................................... (8,005,329) (15,069,713)
Income tax benefit............................................... -- 640,000
---------- -----------
Net loss......................................................... (8,005,329) (14,429,713)
Dividends and accretion on preferred stock and common stock
warrants....................................................... (7,414,034) (5,864,161)
---------- -----------
Net loss attributable to common stock and common stock
equivalents.................................................... $(15,419,363) $(20,293,874)
=========== ===========
Net loss per share............................................... $ (.20) $ (.42)
Dividends and accretion on preferred stock and common stock
warrants per share............................................. (.18) (.17)
----------- -----------
Net loss attributable to common stock and common stock
equivalents per share.......................................... $ (.38) $ (.59)
=========== ===========
Weighted average shares outstanding primary and fully diluted.... 40,566,865 34,401,282
=========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-36
<PAGE> 184

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED JUNE 30,
--------------------------
1996 1995
---------- -----------
(UNAUDITED)
<S> <C> <C>
Revenue:
Local and national advertising................................. $34,890,219 $ 21,971,676
Other.......................................................... 1,418,749 1,006,757
Trade and barter............................................... 932,531 758,212
----------- ------------
Total revenue.......................................... 37,241,499 23,736,645
Operating expenses:
Direct......................................................... 8,380,789 5,920,695
Programming.................................................... 3,592,045 2,813,262
Sales and promotion............................................ 2,915,404 2,293,673
Technical...................................................... 1,796,175 1,168,083
General and administrative..................................... 7,469,972 5,331,824
Trade and barter............................................... 712,039 722,302
Time brokerage agreement fees.................................. 2,048,680 310,899
Sports rights fees............................................. 7,199 (22,227)
Option plan compensation....................................... 533,549 9,404,129
Program rights amortization.................................... 335,131 425,222
Depreciation and amortization.................................. 6,065,187 4,269,627
----------- ------------
Total operating expenses............................... 33,856,170 32,637,489
----------- ------------
Income (loss) from operations.................................... 3,385,329 (8,900,844)
Other income (expense):
Interest expense............................................... (7,373,363) (2,794,867)
Interest income................................................ 3,203,604 280,380
Other expense, net............................................. (602,239) (81,398)
----------- ------------
Loss before income tax benefit................................... (1,386,669) (11,496,729)
Income tax benefit............................................... -- 320,000
----------- ------------
Net loss......................................................... (1,386,669) (11,176,729)
Dividends and accretion on preferred stock and common stock
warrants....................................................... (2,466,085) (3,673,209)
----------- ------------
Net loss attributable to common stock and common stock
equivalents.................................................... $(3,852,754) $(14,849,938)
=========== ============
Net loss per share............................................... $ (.03) $ (.32)
Dividends and accretion on preferred stock and common stock
warrants per share............................................. (.05) (.11)
----------- ------------
Net loss attributable to common stock and common stock
equivalents per share.......................................... $ (.08) $ (.43)
=========== ============
Weighted average shares outstanding primary and fully diluted.... 46,570,794 34,448,665
=========== ============
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-37
<PAGE> 185

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
CLASS CLASS
COMMON STOCK A & B C STOCK DEFERRED
------------------------ COMMON COMMON SUBSCRIPTION ADDITIONAL OPTION
CLASS CLASS CLASS STOCK STOCK NOTES PAID-IN PLAN ACCUMULATED
A B C WARRANTS WARRANTS RECEIVABLE CAPITAL COMPENSATION DEFICIT
------- ------ ----- --------- --------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December
31, 1994........... $26,042 $8,312 $ 0 $ 0 $5,338,952 $(77,666) $20,647,647 $ 0 $(8,923,897)
Stock issued for
Cookeville
acquisition........ 95 1,199,905
Deferred option plan
compensation....... 12,187,508 (12,187,508)
Option plan
compensation....... 10,803,241
Stock options
exercised.......... 90 307,026
Increase in stock
subscription
receivable......... (48,029)
Note repayments...... 9,981
Dividends on
redeemable
preferred stock.... (7,275,516)
Accretion on Senior
redeemable
preferred stock.... (332,156)
Accretion on Series B
preferred stock.... (325,208)
Accretion on Junior
preferred stock.... (634,988)
Accretion on Class A
& B common stock
warrants........... (4,729,338)
Net loss............. (33,473,290)
------- ------ --- ---------- ---------- -------- ----------- ----------- ------------
Balance at December
31, 1995........... 26,227 8,312 -- -- 5,338,952 (115,714) 34,342,086 (1,384,267) (55,694,393)
Release of Put on
Class A & B common
stock warrants
(unaudited)........ 9,116,399
Issuance of common
stock, net of
issuance costs of
$10,000,000
(unaudited)........ 10,300 154,789,700
Exercise of Class A,
B & C common stock
warrants
(unaudited)........ 1,854 (2,253,752) (1,057,100) 3,308,999
Stock issued for Todd
Communications
acquisition
(unaudited)........ 139 1,534,967
Deferred option plan
compensation
(unaudited)........ 2,857,322 (2,857,322)
Option plan
compensation(unaudited)... 2,291,917
Stock options
exercised
(unaudited)........ 145 591,768
Note repayments
(unaudited)........ 98,214
Dividends on
redeemable
preferred stock
(unaudited)........ (4,062,482)
Accretion on Senior
redeemable
preferred stock
(unaudited)........ (170,728)
Accretion on Series B
preferred stock
(unaudited)........ (204,700)
Accretion on Junior
preferred stock
(unaudited)........ (325,042)
Accretion on Class A
& B common stock
warrants
(unaudited)........ (2,651,082)
Net loss
(unaudited)........ (8,005,329)
------- ------ --- ---------- ---------- -------- ----------- ----------- ------------
Balance at June 30,
1996 (unaudited)... $38,665 $8,312 $ 0 $6,862,647 $4,281,852 $(17,500) $197,424,842 $(1,949,672) $(71,113,756)
======= ====== === ========== ========== ======== =========== =========== ============
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of the consolidated financial statements.

F-38
<PAGE> 186

PAXSON COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
------------------------------
1996 1995
------------- ------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss......................................................................... $ (8,005,329) $(14,429,713)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization.................................................. 11,736,929 8,054,256
Option plan compensation....................................................... 2,291,917 9,404,129
Program rights amortization.................................................... 721,802 777,057
Provision for doubtful accounts................................................ 427,256 325,294
Deferred income taxes.......................................................... -- (640,000)
Loss on sale of assets......................................................... 13,651 --
(Increase) decrease in accounts receivable..................................... (2,055,044) 232,653
Decrease (increase) in prepaid expenses and other current assets............... (1,516,165) 187,121
Increase in other assets....................................................... (1,863,879) (2,454,459)
Increase (decrease) in accounts payable and accrued liabilities................ 1,806,130 (2,247,724)
(Decrease) increase in accrued interest........................................ (202,292) 582,194
------------ ------------
Net cash provided by (used in) operating activities....................... 3,354,976 (209,192)
------------ ------------
Cash flows from investing activities:
Acquisitions of broadcast properties............................................. (61,965,301) (45,110,012)
Increase in deposits on broadcast properties..................................... (6,907,000) (2,392,000)
Proceeds from sale of fixed assets............................................... 228,279 --
Increase in investments in broadcast properties.................................. (17,695,363) (500,000)
Purchase of property and equipment............................................... (13,936,104) (9,589,477)
------------ ------------
Net cash used in investing activities..................................... (100,275,489) (57,591,489)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of common stock........................................... 164,800,000 --
Issuance expenses of common stock sale........................................... (9,888,479) --
Proceeds from long-term debt..................................................... 17,700,000 49,980,000
Payments of long-term debt....................................................... (27,930,270) (109,129)
Payments of loan origination costs............................................... -- (5,002,634)
Proceeds from exercise of common stock options................................... 465,893 --
Repayments of stock subscription notes receivable................................ 98,214 --
Payments for program rights...................................................... (818,706) (230,027)
------------ ------------
Net cash provided by financing activities................................. 144,426,652 44,638,210
------------ ------------
Increase (decrease) in cash and cash equivalents................................... 47,506,139 (13,162,471)
------------ ------------
Cash and cash equivalents at beginning of period................................... 68,070,990 21,571,658
Cash and cash equivalents at end of period......................................... $ 115,577,129 $ 8,409,187
============ ============
Supplemental disclosures of cash flow information:
Cash paid for interest........................................................... $ 14,478,551 $ 4,249,482
============ ============
Cash paid for income taxes....................................................... $ -- $ --
============ ============
Non-cash operating and financing activities:
Accretion of discount on senior subordinated notes............................... $ 132,544 $ --
============ ============
Issuance of common stock for Cookeville partner buyout........................... $ -- $ 1,200,000
============ ============
Issuance of common stock for Todd Communications acquisition..................... $ 1,535,106 $ --
============ ============
Note payable incurred for WOCD acquisition....................................... $ 1,650,000 $ --
============ ============
Dividends accreted on redeemable preferred stock................................. $ 4,062,482 $ 3,465,829
============ ============
Accretion on redeemable securities............................................... $ 3,351,552 $ 2,398,332
============ ============
Trade and barter revenue......................................................... $ 1,767,993 $ 1,403,725
============ ============
Trade and barter expense......................................................... $ 1,357,018 $ 1,193,843
============ ============
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
of the consolidated financial statements.

F-39
<PAGE> 187

PAXSON COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

Paxson Communications Corporation's (the "Company") financial information
contained in the financial statements and notes thereto as of June 30, 1996 and
for the six and three month periods ended June 30, 1996 and 1995, are unaudited.
In the opinion of management, all adjustments necessary for the fair
presentation of such financial information have been included. These adjustments
are of a normal recurring nature. There have been no changes in accounting
policies since the period ended December 31, 1995. The composition of accounts
has changed to reflect the sale of Class A common stock and the operations of
certain acquisitions.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These financial statements, footnotes, and
discussions should be read in conjunction with the December 31, 1995 financial
statements and related footnotes and discussions contained in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995,
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, and the
definitive proxy statement for the annual meeting of stockholders held May 16,
1996, all of which were filed with the United States Securities and Exchange
Commission. Also, in connection with the April 3, 1996 sale of 13.5 million
shares of Class A common stock by the Company and others, the Company filed a
Registration Statement on Form S-1 with the Securities and Exchange Commission
on January 26, 1996 which, as amended, was declared effective March 28, 1996.

The Company has engaged the services of an investment banking firm to
advise it on strategic alternatives with regard to its network-affiliated
television operations in the West Palm Beach, Florida market. Such alternatives
may include the possible sale or exchange of these assets.

F-40
<PAGE> 188

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders of
Press Broadcasting Company

In our opinion, the accompanying balance sheet and the related statements
of operations and divisional deficit and of cash flows present fairly, in all
material respects, the financial position of WTKS-FM (a division of Press
Broadcasting Company) (the "Station") at December 31, 1995 and the results of
its operations and its cash flows for the year in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Station's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

The Station is a member of a group of affiliated companies and, as
disclosed in the financial statements, has extensive transactions and
relationships with members of the group. Because of these relationships, it is
possible that the terms of these transactions are not the same as those that
would result from transactions among wholly unrelated parties.

/s/ Price Waterhouse LLP
- ------------------------------
PRICE WATERHOUSE LLP

Fort Lauderdale, Florida
July 26, 1996

F-41
<PAGE> 189

WTKS-FM
(A DIVISION OF PRESS BROADCASTING COMPANY)

BALANCE SHEET

ASSETS

JUNE 16, DECEMBER 31,
1996 1995
----------- ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents....................................... $ 209,808 $ 153,295
Accounts receivable (net of allowance for doubtful accounts of
$20,000 (unaudited) and $20,000, respectively)............... 906,307 798,964
Due from affiliates, net........................................ 401,583 324,140
Prepaid expenses and other assets............................... 3,226 3,259
Current program rights.......................................... 343,750 --
----------- -----------
Total current assets.................................... 1,864,674 1,279,658
Property and equipment, net....................................... 509,604 628,196
Deferred tax asset................................................ 340,404 340,404
Intangible assets, net............................................ 2,508,656 2,614,658
Program rights, net............................................... 2,360,417 --
----------- -----------
Total assets............................................ $ 7,583,755 $ 4,862,916
========== ==========
LIABILITIES AND DIVISIONAL DEFICIT
Current liabilities:
Accounts payable and accrued liabilities........................ $ 119,034 $ 397,988
Current portion of program rights payable....................... 312,500 --
----------- -----------
Total current liabilities............................... 431,534 397,988
Program rights payable............................................ 2,395,833 --
Due to affiliates, long term...................................... 7,254,181 7,151,848
----------- -----------
Total liabilities....................................... 10,081,548 7,549,836
Divisional deficit................................................ (2,497,793) (2,686,920)
----------- -----------
Commitments and contingencies (see Note 7)........................ -- --
----------- -----------
Total liabilities and divisional deficit................ $ 7,583,755 $ 4,862,916
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-42
<PAGE> 190

WTKS-FM
(A DIVISION OF PRESS BROADCASTING COMPANY)

STATEMENT OF OPERATIONS AND DIVISIONAL DEFICIT

FOR THE
ENDED YEAR ENDED
JUNE 16, DECEMBER 30,
1996 1995
----------- ------------
(UNAUDITED)
<S> <C> <C>
Revenue:
Local and national advertising.................................. $ 2,156,365 $ 3,501,082
Trade........................................................... 71,116 287,036
Other........................................................... 119,113 160,311
----------- -----------
Total revenue........................................... 2,346,594 3,948,429
----------- -----------
Operating expenses:
Technical....................................................... 75,223 180,399
Direct.......................................................... 550,975 883,299
Sales and promotions............................................ 367,743 863,686
Programming..................................................... 581,166 1,572,783
General and administrative...................................... 214,458 555,043
Depreciation and amortization................................... 270,427 446,507
----------- -----------
Total operating expenses................................ 2,059,992 4,501,717
----------- -----------
Income (loss) from operations..................................... 286,602 (553,288)
Provision for income taxes -- affiliate........................... 97,475 42,278
----------- -----------
Net income (loss)................................................. 189,127 (595,566)
Divisional deficit at beginning of period......................... (2,686,920) (2,091,354)
----------- -----------
Divisional deficit at end of period............................... $(2,497,793) $(2,686,920)
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-43
<PAGE> 191

WTKS-FM
(A DIVISION OF PRESS BROADCASTING COMPANY)

STATEMENT OF CASH FLOWS

FOR THE FOR THE
PERIOD ENDED YEAR ENDED
JUNE 16, DECEMBER 31,
1996 1995
------------ ------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)................................................ $189,127 $ (595,566)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization.................................... 270,427 446,507
Increase in accounts receivable.................................. (107,343) (222,624)
Increase in amounts due from affiliates.......................... (77,443) (267,053)
Decrease in prepaid expenses and other assets.................... 33 33,415
(Decrease) increase in accounts payable and accrued
liabilities................................................... (278,954) 73,617
--------- ---------
Net cash (used in) operating activities....................... (4,153) (531,704)
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment.............................. -- (80,614)
--------- ---------
Cash flows from financing activities:
Advances from affiliates, long term.............................. 302,333 876,225
Payments to affiliates, long term................................ (200,000) (175,860)
Payments for program rights...................................... (41,667) --
--------- ---------
Net cash received for financing activities.................... 60,666 700,365
--------- ---------
Increase in cash and cash equivalents.............................. 56,513 88,047
Cash and cash equivalents at beginning of period................... 153,295 65,248
--------- ---------
Cash and cash equivalents at end of period......................... $209,808 $ 153,295
========= =========
Noncash operating activities:
Trade revenue.................................................... $ 71,116 $ 287,036
========= =========
Trade expense.................................................... $ 32,939 $ 305,061
========= =========
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITY:

On May 6, 1996, the Station entered into a Program License Agreement
expiring May 15, 2001. Total payments under this agreement through 2001 are
$2,750,000.

The accompanying notes are an integral part of these financial statements.

F-44
<PAGE> 192

WTKS-FM
(A DIVISION OF PRESS BROADCASTING COMPANY)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

1. ORGANIZATION, PRINCIPAL BUSINESS ACTIVITIES AND BASIS OF PRESENTATION:

Organization and Principal Business Activities

WTKS-FM (the "Station"), a division of Press Broadcasting Company (a
wholly-owned subsidiary of New Jersey Press, Inc.), is an FM radio station
operating on frequency 104.1, in Cocoa Beach, Florida pursuant to licenses
issued by the Federal Communications Commission ("FCC"). Revenues are earned
from the sale of commercial time.

Basis of Presentation

The accompanying financial statements have been prepared as if the Station
had operated as an independent stand alone entity for all periods presented,
except there has been no allocation of New Jersey Press, Inc.'s consolidated
borrowings and interest expense. Certain costs and expenses totaling
approximately $139,000 for 1995 represent allocations of the Stations' share of
the total cost of Press Broadcasting Company for management, accounting and
other support services. Accordingly, the financial information included herein
is not necessarily indicative of the financial position, results of operations
and cash flows of the Station in the future or indicative of the results that
would have been reported if the Station had operated as an unaffiliated
enterprise. Management believes the statement of operations and divisional
deficit includes a reasonable allocation of costs incurred by Press Broadcasting
Company which benefit the Station.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash and cash equivalents

Cash and cash equivalents are highly liquid investments with original
maturities of three months or less. Cash and cash equivalents are recorded at
fair value.

Property and equipment

<TABLE>
<S> <C>
Broadcasting equipment..................................... 5 years
Leasehold improvements -- Building......................... 14 years
Leasehold improvements -- Tower............................ 3 years
Office furniture and equipment............................. 5 years
Transmission package....................................... 5 years
</TABLE>

Maintenance, repairs, and minor replacements of the items above are charged
to expense as incurred.

Intangible assets

Intangible assets consists of the FCC license which is stated at cost and
is being amortized using the straight-line method over the estimated useful life
of 15 years.

Revenue recognition

Revenue is recognized as advertising air time is broadcast.

Fair value of financial instruments

The fair values of cash and cash equivalents, accounts receivable, due from
affiliates, accounts payable and accrued liabilities approximate the carrying
values due to their short term nature.

F-45
<PAGE> 193

WTKS-FM
(A DIVISION OF PRESS BROADCASTING COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

SFAS 121 Impairment of Long-Lived Assets and Identifiable Intangibles

On January 1, 1995, the Station adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of," the effect of which was immaterial. The
Station reviews long-lived assets, identifiable intangibles and goodwill and
will reserve for impairment whenever events or changes in circumstances indicate
the carrying amount of the assets may not be fully recoverable.

Use of estimates

Income taxes

The Station's operating results have been included in the tax return filed
by New Jersey Press, Inc. A provision for intercompany income taxes, which
approximates the income tax provision calculated for the Station on a standalone
basis was calculated to be $42,278 for the year ended December 31, 1995. The
provision for income taxes on the net loss incurred in 1995 is due to
Alternative Minimum Tax calculation consequences.

Interim financial data

The interim financial data of the Station is unaudited; however, in the
opinion of Station management, the interim financial data includes all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair statement of results of the interim periods. The results of operations for
the period ended June 16, 1996 are not necessarily indicative of the results
that could be expected for the entire fiscal year ending December 31, 1996.

3. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1995
------------
<S> <C>
Broadcasting equipment........................................ $ 488,407
Leasehold improvements........................................ 122,224
Office furniture and equipment................................ 83,325
Transmission package.......................................... 541,695
Accumulated depreciation...................................... (607,455)
---------
Property and equipment, net................................... $ 628,196
=========
Depreciation expense for the year............................. $ 234,503
=========
</TABLE>

F-46
<PAGE> 194

WTKS-FM
(A DIVISION OF PRESS BROADCASTING COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

4. INTANGIBLE ASSETS:

Intangible assets consist of the following:

DECEMBER 31,
1995
-----------
<S> <C>
FCC licenses and other intangible assets......................... $3,180,000
Accumulated amortization......................................... (565,342)
----------
Intangible assets, net........................................... $2,614,658
=========
Amortization expense for the year................................ $ 212,004
=========
</TABLE>

5. INCOME TAXES:

Deferred tax assets and liabilities consist of the following:

<TABLE>
<CAPTION>
<S> <C>
Deferred tax assets:
Intangible assets............................................... $353,555
Deferred tax liabilities:
Fixed assets.................................................... (13,151)
--------
Net deferred tax asset.................................. $340,404
========
</TABLE>

A valuation allowance is provided when it is more likely than not that some
portion of the deferred tax asset will not be realized. Due to the fact that the
deferred tax asset is expected to be realized, a valuation allowance was not
provided for the deferred tax asset.

6. RELATED PARTY TRANSACTIONS:

Press Broadcasting Company purchased the assets of the Station in 1993
utilizing funds borrowed by an affiliate, Asbury Park Press, Inc. The cost of
the assets purchased was recorded by the Station as an intercompany liability in
the amount of $5,010,000. Additionally, in the normal course of business,
affiliates fund expenses incurred by the Station, the majority of which are
payroll related. At December 31, 1995 the Station's total long term liability to
such affiliates was $7,254,181. The Station does not accrue interest on this
liability. Interest was charged to other affiliates during 1995 at the effective
rate of 7.1%. Had interest been accrued by the Station for 1995, the net loss
would have been approximately ($1,100,000).

The Station also shares resources and office space with 18WKCF, an
affiliated television station. As a result, certain shared expenses are funded
by the television station and reimbursed on a current basis. All such expenses
have been appropriately reflected in the Station's financial statements. At
December 31, 1995, the Station reported a liability in the amount of $66,630 due
to the television station for such types of expenses.

The Station is included in the tax return filed by New Jersey Press, Inc.
At December 31, 1995, the Station had a $390,770 income tax receivable from New
Jersey Press, Inc.

The Station enters into trade agreements with 18WKCF. Rates and terms for
these spots are similar to those offered to other customers. For the year ended
December 31, 1995, these spots amounted to $82,305 of trade revenue.

F-47
<PAGE> 195

WTKS-FM
(A DIVISION OF PRESS BROADCASTING COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

7. COMMITMENTS AND CONTINGENCIES:

The Company incurred expenses of $583,938 for the year ended December 31,
1995 under non-cancelable operating leases and other agreements for office
equipment, office space, sales surveys and on-air talent. Future minimum annual
payments under these non-cancelable operating leases as of December 31, 1995 are
as follows:

<TABLE>
<S> <C>
1996............................................................. $ 194,956
1997............................................................. 159,442
1998............................................................. 104,494
1999............................................................. 62,019
2000............................................................. 73,060
Subsequent to 2000............................................... 836,938
----------
$1,430,909
=========
</TABLE>

In May 1996, the Station entered into a Program License Agreement which
will expire in May 2001. Total contractual payments under this agreement through
2001 total $2,750,000.

8. SUBSEQUENT EVENTS:

On June 17, 1996, the Station's assets were sold to Paxson Communications
Corporation (Purchaser) for $25,000,000. Concurrently, the Station entered into
a Time Brokerage Agreement with the Purchaser effective June 17, 1996, whereby
the Station has agreed to lease the broadcast time of the Station until the
above-mentioned sale is finalized. The sale and the assignment of the FCC
license, in conjunction with the sale, is subject to approval by the FCC.

F-48
<PAGE> 196

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
of WHUB, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in stockholders' equity and of cash flows present
fairly, in all material respects, the financial position of WHUB, Inc. at
December 31, 1995 and the results of its operations and its cash flows for the
year in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.

/s/ Price Waterhouse LLP
- ---------------------------------------------------------
PRICE WATERHOUSE LLP

Fort Lauderdale, Florida
July 22, 1996

F-49
<PAGE> 197

WHUB, INC.

BALANCE SHEET

ASSETS

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
----------- ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents.................................... $ 520,729 $492,051
Accounts receivable, net of allowance for doubtful accounts
of $8,134 (unaudited) and $5,506, respectively............ 123,248 224,137
Prepaid expenses and other assets............................ 458 3,208
----------- ------------
Total current assets................................. 644,435 719,396
Property and equipment, net.................................... 91,551 101,524
----------- ------------
Total assets......................................... $ 735,986 $820,920
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other accrued liabilities................. $ 3,697 $ 16,073
----------- ------------
Total current liabilities............................ 3,697 16,073
----------- ------------
Common stock, $100 par value, 100 shares authorized,
issued and outstanding....................................... 10,000 10,000
Retained earnings.............................................. 722,289 794,847
----------- ------------
Total stockholders' equity........................... 732,289 804,847
----------- ------------
Total liabilities and stockholders' equity........... $ 735,986 $820,920
=========== ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-50
<PAGE> 198

WHUB, INC.

STATEMENT OF OPERATIONS

FOR THE FOR THE
PERIOD ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1996 1995
------------ ------------
(UNAUDITED)
<S> <C> <C>
Revenue:
Local advertising........................................... $475,412 $1,211,951
------------ ------------
Total revenue....................................... 475,412 1,211,951
------------ ------------
Operating expenses:
Direct...................................................... 36,521 183,488
Programming................................................. 54,935 138,091
Sales and Promotions........................................ 53,864 105,525
News department............................................. 19,042 43,932
Engineering department...................................... 22,497 39,169
General and administrative.................................. 102,243 195,077
Corporate management fee.................................... 221,950 462,329
Depreciation and amortization............................... 13,979 29,700
------------ ------------
Total operating expenses............................ 525,031 1,197,311
------------ ------------
(Loss) income from operations................................. (49,619) 14,640
Interest income............................................... 3,506 5,957
------------ ------------
Net (loss) income................................... $(46,113) $ 20,597
============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-51
<PAGE> 199

WHUB, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
STOCKHOLDERS' EQUITY
---------------------------------
COMMON RETAINED
STOCK EARNINGS TOTAL
------- -------- --------
<S> <C> <C> <C>
Balance at December 31, 1994................................ $10,000 $823,354 $833,354
Net income.................................................. 20,597 20,597
Dividends................................................... (49,104) (49,104)
------- -------- --------
Balance at December 31, 1995................................ 10,000 794,847 804,847
Net loss through June 30, 1996 (unaudited).................. (46,113) (46,113)
Dividends (unaudited)....................................... (26,445) (26,445)
------- -------- --------
Balance at June 30, 1996 (unaudited)........................ $10,000 $722,289 $732,289
======= ======== ========
</TABLE>

The accompanying rates are an integral part of these financial statements.

F-52
<PAGE> 200

WHUB, INC.

STATEMENT OF CASH FLOWS

FOR THE FOR THE
PERIOD ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1996 1995
------------ ------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income................................................ $(46,113) $ 20,597
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization.................................... 13,979 29,700
Decrease (increase) in accounts receivable....................... 100,889 (5,929)
Decrease (increase) in prepaid expenses and other assets......... 2,750 (3,208)
(Decrease) increase in accounts payable and accrued
liabilities................................................... (12,376) 12,623
-------- --------
Net cash provided by operating activities................ 59,129 53,783
-------- --------
Cash flows from investing activities:
Purchases of property and equipment.............................. (4,006) (10,245)
-------- --------
Net cash used in investing activities.................... (4,006) (10,245)
-------- --------
Cash flows from financing activities:
Payment of dividends............................................. (26,445) (49,104)
-------- --------
Net cash used in financing activities.................... (26,445) (49,104)
-------- --------
Increase (decrease) in cash and cash equivalents................... 28,678 (5,566)
Cash and cash equivalents, beginning of period..................... 492,051 497,617
-------- --------
Cash and cash equivalents, end of period........................... $520,729 $492,051
======== ========
</TABLE>

The accompanying rates are an integral part of these financial statements.

F-53
<PAGE> 201

WHUB, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

1. NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

WHUB, Inc. (the "Company"), is engaged in the operation of radio stations,
WHUB-FM and WHUB-AM in the Cookeville, Tennessee market. The Company operates
the radio stations under licenses granted by the Federal Communications
Commission.

Cash and cash equivalents

Cash and cash equivalents are highly liquid investments with original
maturities of three months or less.

Property and equipment

Purchases of property and equipment, including additions and improvements
and expenditures for repairs and maintenance that significantly add to
productivity or extend the economic lives of the assets, are capitalized at cost
and depreciated using the straight-line method over their estimated useful lives
as follows:

<TABLE>
<S> <C>
Broadcasting tower and equipment......................... 5-10 years
Office furniture and equipment........................... 5 years
</TABLE>

Maintenance, repairs, and minor replacements of these items are charged to
expense as incurred.

Revenue recognition

Revenue is recognized as advertising air time is broadcast.

Trade agreements

The Company enters into trade agreements which give rise to advertising air
time in exchange for products and services. Sales from trade agreements are
recognized at the fair market value of products or services received as
advertising air time is broadcast. Products and services received are expensed
when used in the broadcast operations. If the Company uses exchanged products or
services before advertising air time is provided, a trade liability is
recognized.

Income taxes

The stockholders of the Company have elected to have the Company treated as
an S corporation for federal income tax purposes. Accordingly, no provision for
income taxes is reflected in the Company's financial statements since the
stockholders, not the Company, are liable for such taxes on corporate income.
Tax credits, if available, are passed through to the stockholders.

Interim financial data

The interim financial data of the Company is unaudited; however, in the
opinion of the Company's management, the interim financial data includes all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair statement of results of the interim periods. The results of operations for
the six month period ended June 30, 1996 are not necessarily indicative of the
results that could be expected for the entire fiscal year ending December 31,
1996.

Accounting Estimates

Preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements, disclosure of contingent liabilities at financial
statement date and reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

F-54
<PAGE> 202

WHUB, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995

2. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1995
------------
<S> <C>
Broadcasting tower and equipment................................ $ 128,059
Office furniture and equipment.................................. 257,202
Automobile...................................................... 12,000
Land............................................................ 4,510
Accumulated depreciation........................................ (300,247)
---------
Property and equipment, net..................................... $ 101,524
=========
Depreciation expense for the year............................... $ 29,700
=========
</TABLE>

3. TRADE TRANSACTIONS:

For the year ended December 31, 1995, trade revenue and expense
approximated $14,300 and $8,572, respectively. Included in accounts receivable
at December 31, 1995 are trade accounts receivable (services due to the Station)
of approximately $4,900.

4. RELATED PARTY TRANSACTIONS:

The Company leases the building which houses its station operations and
corporate offices in Cookeville, Tennessee from a related party. Rental expense
for this facility incurred during the year ended December 31, 1995 totaled
$5,000.

5. COMMITMENTS AND CONTINGENCIES:

The Company has entered into two broadcast agreements for the broadcast of
university sports programs. One agreement represents a continuing five-year
contract of which three years remain as of December 31, 1995. The second
agreement will commence in July of 1996 and end June 30, 1997. These commitments
total approximately $20,996 of which $9,905 will be incurred during the 1996-97
sports season.

6. SUBSEQUENT EVENT:

On March 29, 1996, the Company signed an asset purchase agreement with
Paxson Communications Corporation (Paxson) pursuant to which all of the Company
assets will be sold to Paxson for approximately $3,800,000. The Company is
currently awaiting FCC approval of this sale.

F-55
<PAGE> 203

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders of
Todd Communications, Inc. (WFSJ-FM)

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in stockholders' deficit and of cash flows present
fairly, in all material respects, the financial position of Todd Communications,
Inc. (operating as station WFSJ-FM) at December 31, 1995, and the results of its
operations and its cash flows for the year in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP
- ------------------------------
PRICE WATERHOUSE LLP

Fort Lauderdale, Florida
July 26, 1996

F-56
<PAGE> 204

TODD COMMUNICATIONS, INC. (WFSJ-FM)

BALANCE SHEET

ASSETS

JUNE 28, DECEMBER 31,
1996 1995
----------- ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents....................................... $ 66,623 $ 31,906
Accounts receivable, less allowance for doubtful accounts of 114,705 130,261
$19,005 (unaudited) and $20,828, respectively................
Prepaid expenses and other assets................................. 21,879 23,112
----------- -----------
Total current assets.................................... 203,207 185,279
Property and equipment, net....................................... 464,075 512,320
Intangible assets, net............................................ 1,123,739 1,150,239
----------- -----------
Total assets............................................ $ 1,791,021 $ 1,847,838
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities........................ $ 26,857 $ 55,740
Due to affiliates............................................... 616,535 457,000
Notes payable to related parties................................ 3,154,661 3,154,661
----------- -----------
Total current liabilities............................... 3,798,053 3,667,401
----------- -----------
Stockholders' Deficit:
Common stock, $1.00 par, 1,000 shares authorized, issued and 1,000 1,000
outstanding..................................................
Additional paid-in capital...................................... 299,980 299,980
Accumulated deficit............................................. (2,308,012) (2,120,543)
----------- -----------
Total stockholders' deficit.................................. (2,007,032) (1,819,563)
----------- -----------
Commitments and contingencies..................................... -- --
Total liabilities and stockholders' deficit............. $ 1,791,021 $ 1,847,838
=========== ===========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of these
financial statements.

F-57
<PAGE> 205

TODD COMMUNICATIONS, INC. (WFSJ-FM)

STATEMENT OF OPERATIONS

FOR THE FOR THE
PERIOD ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1996 1995
------------ ------------
(UNAUDITED)
<S> <C> <C>
Revenue:
Local and national advertising.............................. $ 428,772 $ 553,562
Trade....................................................... 76,914 100,219
Other....................................................... 27,793 41,758
------------ ------------
Total revenue....................................... 533,479 695,539
------------ ------------
Operating expenses:
Direct...................................................... 182,622 210,724
Technical................................................... 21,251 41,424
Sales and promotions........................................ 38,354 161,194
Programming................................................. 122,707 156,957
General and administrative.................................. 112,305 195,026
Depreciation and amortization............................... 74,744 138,433
Trade expense............................................... 76,914 163,949
------------ ------------
Total operating expenses............................ 628,897 1,067,707
------------ ------------
Loss from operations.......................................... (95,418) (372,168)
Interest expense.............................................. (92,051) (166,886)
------------ ------------
Net loss...................................................... $ (187,469) $ (539,054)
============ ============
</TABLE>

The accompanying Notes to Financial Statements are an integral part of to these
financial statements.

F-58
<PAGE> 206

TODD COMMUNICATIONS, INC. (WFSJ-FM)

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
----- ------ -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
December 31, 1994................... 1,000 $1,000 $299,980 $(1,581,489) $(1,280,509)
Net loss............................ (539,054) (539,054)
----- ------ -------- ----------- -----------
December 31, 1995................... 1,000 1,000 299,980 (2,120,543) (1,819,563)
Net loss (unaudited)................ (187,469) (187,469)
----- ------ -------- ----------- -----------
June 28, 1996 (unaudited)........... 1,000 $1,000 $299,980 $(2,308,012) $(2,007,032)
===== ====== ======== ========== ==========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of to these
financial statements.

F-59
<PAGE> 207

TODD COMMUNICATIONS, INC. (WFSJ-FM)

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE FOR THE
PERIOD ENDED YEAR ENDED
JUNE 28, DECEMBER 31,
1996 1995
------------ ------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss......................................................... $ (187,469) $ (539,054)
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities:
Depreciation and amortization................................. 74,744 138,433
Decrease (increase) in accounts receivable.................... 15,556 (2,756)
Decrease in prepaid expenses and other assets................. 1,233 1,201
Decrease in accounts payable and accrued liabilities.......... (28,882) (45,610)
Increase in due to affiliates................................. 159,535 409,755
--------- ---------
Net cash provided by (used in) operating activities...... 34,717 (38,031)
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment.............................. -- (17,664)
--------- ---------
Cash flows from financing activities:
Proceeds from related party note payable......................... -- 65,000
Payments of related party note payable........................... -- (180,000)
--------- ---------
Net cash used in financing activities.................... -- (115,000)
--------- ---------
Increase (decrease) in cash and cash equivalents................... 34,717 (170,695)
Cash and cash equivalents at beginning of year..................... 31,906 202,601
--------- ---------
Cash and cash equivalents at end of period......................... $ 66,623 $ 31,906
========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest........................................... $ 44,256 $ 63,865
========= =========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of these
financial statements.

F-60
<PAGE> 208

TODD COMMUNICATIONS, INC. (WFSJ-FM)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Todd Communications, Inc. (the Company) owns and operates WFSJ, an FM radio
station broadcasting to the Jacksonville, Florida market with transmitting
facilities located in St. Augustine, Florida.

Cash and cash equivalents

Cash and cash equivalents are highly liquid investments with original
maturities of three months or less.

Property and equipment

<TABLE>
<S> <C>
Land improvements, building and improvements............... 15 - 31.5 years
Office furniture and equipment............................. 1 - 7 years
Broadcasting tower and equipment........................... 5 - 15 years
</TABLE>

Maintenance, repairs, and minor replacements of the above items are charged
to expense as incurred.

Intangible assets

Intangible assets consist of the FCC license which is stated at cost and is
being amortized using the straight-line method over the estimated useful life of
30 years.

Trade agreements

Revenue recognition

Revenue is recognized as advertising air time is broadcast.

Fair value of financial instruments

Cash and cash equivalents, accounts receivable, accounts payable, and
accrued liabilities. The fair values approximate the carrying values due to
their short term nature.

SFAS 121 Impairment of Long-Lived Assets and Identifiable Intangibles

Use of estimates

F-61
<PAGE> 209

TODD COMMUNICATIONS, INC. (WFSJ-FM)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995

Income taxes

Provisions are made to record deferred income taxes in recognition of items
reported differently for financial reporting purposes than for federal and state
income tax purposes. The Company records deferred income taxes using the
liability method in accordance with Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes". Due to the cumulative net losses
experienced by the Company, no provision for income taxes has been provided for
the year ended December 31, 1995 and a full valuation allowance has been
established for the Company's deferred tax asset which consists principally of
net operating losses at December 31, 1995.

Interim financial data

The interim financial data of the Company is unaudited; however, in the
opinion of Station management, the interim financial data includes all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair statement of results of the interim periods. The results of operations for
the period ended June 28, 1996 are not necessarily indicative of the results
that could be expected for the entire fiscal year ending December 31, 1996.

2. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

DECEMBER 31,
1995
------------
<S> <C>
Land, building and improvements.................................. $ 361,234
Office furniture and equipment................................... 75,435
Broadcasting tower and equipment................................. 379,533
---------
816,202
Accumulated depreciation......................................... (303,882)
---------
Property and equipment, net...................................... $ 512,320
=========
Depreciation expense for the year................................ $ 94,271
=========
</TABLE>

3. INTANGIBLE ASSETS:

Intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1995
------------
<S> <C>
FCC license...................................................... $1,325,000
Accumulated amortization......................................... (174,761)
----------
Intangible assets, net........................................... $1,150,239
=========
Amortization expense for the year................................ $ 44,162
=========
</TABLE>

F-62
<PAGE> 210

TODD COMMUNICATIONS, INC. (WFSJ-FM)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995

4. RELATED PARTY NOTES PAYABLE:

Related party notes payable consist of the following:

DECEMBER 31,
1995
----------
<S> <C>
Note payable to related party; interest at 4.00%; interest
payable monthly and principal due on demand.................... $1,404,661
Note payable to related party; interest accrues at the short-term
annual applicable federal rate prescribed by the Internal
Revenue Service with the balance of principal and interest due
upon demand.................................................... 1,750,000
----------
$3,154,661
=========
</TABLE>

At December 31, 1995, accrued interest payable was $161,300.

5. RELATED PARTY TRANSACTIONS:

In the normal course of business, various related stations fund the
day-to-day operations of the Company and the Company shares resources and office
space with Paxson Communications Corporation (Paxson) stations. Management
believes the accompanying financial statements include a reasonable allocation
of costs incurred by Paxson which benefit the Company of approximately $211,300.
At December 31, 1995, the Company's liability to these related stations was
$295,700.

6. SUBSEQUENT EVENTS:

On June 28, 1996, the Company was merged with Paxson in exchange for Paxson
stock valued at $1,535,000, cancellation of Paxson's note receivable and accrued
interest of $1,822,000 and satisfaction of the Company's note payable and
accrued interest to Lowell "Bud" Paxson of $1,643,000.

F-63
<PAGE> 211

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Shareholders of
Southern Broadcasting Companies, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in shareholders' equity and of cash flows present
fairly, in all material respects, the financial position of Southern
Broadcasting Companies, Inc. at December 31, 1995 and the results of its
operations and its cash flows for the year in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP

Fort Lauderdale, Florida
August 2, 1996

F-64
<PAGE> 212

SOUTHERN BROADCASTING COMPANIES, INC.

BALANCE SHEET

ASSETS

JUNE 30, DECEMBER 31,
1996 1995
----------- ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents........................................ $ 228,393 $ 251,263
Accounts receivable, less allowance for doubtful accounts of 270,384 274,950
$68,470 (unaudited) and $64,703, respectively.................
Accounts receivable, other....................................... 24,871 52,642
Other assets..................................................... 5,108 5,108
----------- -----------
Total current assets..................................... 528,756 583,963
Property and equipment, net........................................ 725,060 774,068
Intangible assets, net............................................. 22,353 23,550
----------- -----------
Total assets............................................. $ 1,276,169 $1,381,581
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities......................... $ 159,125 $ 154,892
Due to affiliated companies...................................... 88,374 25,000
Advances from shareholders....................................... 643,268 842,937
----------- -----------
Total current liabilities................................ 890,767 1,022,829
----------- -----------
Capital stock, $1 par value, 10,000 shares authorized, issued and 10,000 10,000
outstanding......................................................
Retained earnings.................................................. 375,402 348,752
----------- -----------
Total shareholders' equity............................... 385,402 358,752
----------- -----------
Commitments and contingencies (see Note 5)......................... -- --
Total liabilities and shareholders' equity............... $ 1,276,169 $1,381,581
=========== ===========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of the
financial statements.

F-65
<PAGE> 213

SOUTHERN BROADCASTING COMPANIES, INC.

STATEMENT OF OPERATIONS

FOR THE FOR THE
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1996 1995
---------------- ------------
(UNAUDITED)
<S> <C> <C>
Revenue:
Local and national advertising............................... $ 942,482 $2,635,586
Trade........................................................ 40,506 87,166
Other........................................................ 47,898 117,432
---------------- ------------
Total revenue........................................ 1,030,886 2,840,184
---------------- ------------
Operating expenses:
Direct....................................................... 49,411 170,238
News......................................................... 9,092 19,332
Programming.................................................. 277,043 536,231
Sales........................................................ 249,766 561,322
Technical.................................................... 38,900 78,688
General and administrative................................... 175,036 507,581
Trade........................................................ 49,801 72,272
Depreciation and amortization................................ 56,171 228,076
---------------- ------------
Total operating expenses............................. 905,220 2,173,740
---------------- ------------
Income from operations......................................... 125,666 666,444
Other income (expense):
Interest income (expense), net............................... 499 (10,029)
Loss on sale of assets....................................... -- (75,551)
Marketing fees received from affiliate....................... -- 271,500
Marketing fees paid to affiliate............................. (37,200) --
Other expense, net........................................... (62,315) (82,674)
---------------- ------------
Net income..................................................... $ 26,650 $ 769,690
============= ==========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of the
financial statements.

F-66
<PAGE> 214

SOUTHERN BROADCASTING COMPANIES, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
SHAREHOLDERS' EQUITY
-------------------------------
CAPITAL RETAINED
STOCK EARNINGS TOTAL
------- -------- --------
<S> <C> <C> <C>
Balance at December 31, 1994.................................. $10,000 $ 70,115 $ 80,115
Net income.................................................... 769,690 769,690
Distributions to shareholders................................. (491,053) (491,053)
------- -------- --------
Balance at December 31, 1995.................................. 10,000 348,752 358,752
Net income through June 30, 1996 (unaudited).................. 26,650 26,650
------- -------- --------
Balance at June 30, 1996 (unaudited).......................... $10,000 $375,402 $385,402
======= ======== ========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of the
financial statements.

F-67
<PAGE> 215

SOUTHERN BROADCASTING COMPANIES, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE FOR THE
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1996 1995
---------------- ------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income................................................... $ 26,650 $ 769,690
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................. 56,171 228,076
Decrease in receivables................................... 32,337 25,155
Increase in accounts payable and accrued liabilities...... 4,233
Increase in due to affiliated companies................... 63,374 761,500
Loss on sale of fixed assets.............................. -- 75,551
---------- ----------
Net cash provided by operating activities............ 182,765 1,851,625
---------- ----------
Cash flows from investing activities:
Purchases of property and equipment.......................... (5,966) (1,656)
Proceeds from sale of property and equipment................. -- 131,500
Repayments of advances from shareholders..................... (199,669) (1,226,985)
---------- ----------
Net cash used in investing activities................ (205,635) (1,097,141)
Cash flows from financing activities:
Payments on note payable..................................... -- (105,136)
Distributions to shareholders................................ -- (491,053)
---------- ----------
Net cash used for financing activities............... -- (596,189)
---------- ----------
(Decrease) increase in cash and cash equivalents............... (22,870) 158,295
Cash and cash equivalents at beginning of period............... 251,263 92,968
---------- ----------
Cash and cash equivalents at end of period..................... $ 228,393 $ 251,263
========== ==========
Supplemental disclosure of cash flow information:
Cash paid for interest....................................... $ 468 $ 15,692
========== ==========
Non-cash operating activities:
Trade revenue................................................ $ 40,506 $ 87,166
========== ==========
Trade expense................................................ $ 49,801 $ 72,272
========== ==========
</TABLE>

The accompanying Notes to Financial Statements are an integral part of the
financial statements.

F-68
<PAGE> 216

SOUTHERN BROADCASTING COMPANIES, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

1. NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Southern Broadcasting Companies, Inc. (the "Company"), owns and operates
the following radio stations: WSNI-FM in Tallahassee, Florida; and WPAP-FM and
WPBH-FM in Panama City, Florida. The Company operates the radio stations
pursuant to licenses issued by the Federal Communications Commission ("FCC").
Revenues are earned from the sale of commercial time.

Cash and Cash Equivalents

At December 31, 1995, cash and cash equivalents consist solely of money
market investments.

Property and equipment

<TABLE>
<S> <C>
Broadcasting tower and equipment....................... 5 -- 7 years
Buildings.............................................. 31.5 years
Leasehold improvements................................. 7 -- 15 years
Office furniture and equipment......................... 5 -- 7 years
Vehicles............................................... 5 years
</TABLE>

Maintenance, repairs, and minor replacements of the items above are charged
to expense as incurred.

Intangible assets

Intangible assets consist of the FCC license for WPAP which is stated at
cost and is being amortized using the straight-line method over the estimated
useful life of 15 years.

Revenue recognition

Revenue is recognized as advertising air time is broadcast.

Trade Agreements

The Company enters into trade agreements which give rise to sales of
advertising air time in exchange for products and services. Sales from trade
agreements are recognized at the fair market value of products or services
received as the related advertising air time is broadcast. Products and services
received are expensed when used in the broadcast operations. If the Company uses
trade products or services before advertising air time is provided, a trade
liability is recognized.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash and cash equivalents, accounts receivable, accounts payable, and
accrued liabilities. The fair values approximate the carrying values due to
their short term nature.

SFAS 121 Impairment of Long-Lived Assets and Identifiable Intangibles

On January 1, 1995, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of," the effect of which was immaterial. The
Company reviews long-lived assets, identifiable intangibles and goodwill and
will reserve for impairment.

Use of estimates

F-69
<PAGE> 217

SOUTHERN BROADCASTING COMPANIES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995

liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Income taxes

The shareholders of the Company have elected to have the Company treated as
an S Corporation for federal income tax purposes. Accordingly, no provision for
income taxes is reflected in the Company's financial statements since the
shareholders, not the Company, are liable for such taxes on corporate income.
Tax credits, if available, are passed through to the shareholders.

Interim financial data

The interim financial data of the Company is unaudited; however, in the
opinion of Company management, the interim financial data includes all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair statement of results of the interim periods. The results of operations for
the period ended June 30, 1996 are not necessarily indicative of the results
that could be expected for the entire fiscal year ending December 31, 1996.

2. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1995
------------
<S> <C>
Land............................................................ $ 40,000
Broadcasting tower and equipment................................ 980,606
Building and leasehold improvements -- building................. 352,145
Office furniture and equipment.................................. 62,932
Vehicles........................................................ 36,468
------------
1,472,151
Accumulated depreciation........................................ (698,083)
------------
Property and equipment, net..................................... $ 774,068
==========
Depreciation expense for the year............................... $ 225,681
==========
</TABLE>

3. INTANGIBLE ASSETS:

Intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1995
------------
<S> <C>
FCC license..................................................... $ 35,924
Accumulated amortization........................................ (12,374)
------------
Intangible assets, net.......................................... $ 23,550
==========
Amortization expense for the year............................... $ 2,395
==========
</TABLE>

4. RELATED PARTY TRANSACTIONS:

Station WSNI-FM leases a portion of the office space which houses its
station operations in Tallahassee, Florida to a related party. The related party
paid its portion of the rent expense (which totaled $10,860 in 1995) directly to
the lessor.

F-70
<PAGE> 218

SOUTHERN BROADCASTING COMPANIES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1995

The Company charges marketing fees to related parties for marketing and
related services provided to these companies. The marketing fee income
recognized in 1995 is $271,500.

At December 31, 1995, the amount due to affiliated companies represents
cash funded to the Company.

5. COMMITMENTS AND CONTINGENCIES:

In December 1994, the Company and a related party, as co-borrowers, entered
into a loan agreement to borrow $4 million to finance the broadcasting assets of
a television station in Tallahassee, Florida. The assets of the Company serve as
security for the payment of the loan. At December 31, 1995, the Company and the
co-borrower are not in compliance with the financial requirements per the loan
agreement.

The Company incurred expenses of $80,932 for the year ended December 31,
1995, under non-cancelable operating leases for office space and towers. Future
minimum annual payments under these non-cancelable leases as of December 31,
1995 are as follows:

<TABLE>
<S> <C>
1996...................................................... $ 94,001
1997...................................................... 106,651
1998...................................................... 108,699
1999...................................................... 42,123
2000...................................................... 40,389
Subsequent to 2000........................................ 417,086
--------
$808,949
========
</TABLE>

6. SUBSEQUENT EVENTS:

In 1996, the Company entered into an agreement with a related party to pay
marketing fees in exchange for marketing and related services provided to the
Company.

On April 19, 1996, the Company entered into an asset purchase agreement to
sell the Company's assets, as specified in the related asset purchase agreement,
to Paxson Communications Corporation. This sale is pending FCC approval.

On May 1, 1996, the Company entered into a lease agreement to renew the
lease of the office space which houses the Company's operations for station
WSNI-FM in Tallahassee, Florida. The term of the lease is May 1, 1996 through
December 31, 1998.

In June 1996, the shareholders of the Company entered into a loan agreement
to borrow $2,250,000. The loan is personally guaranteed by the shareholders, as
well as by the Company.

F-71
<PAGE> 219

INDEPENDENT AUDITORS' REPORT

To the Members and Board of Directors
Fort Lauderdale Radio Stations
(A Division of T. K. Communications, L. C.)
Ft. Lauderdale, Florida

We have audited the accompanying balance sheet of FORT LAUDERDALE RADIO
STATIONS (A DIVISION OF T. K. COMMUNICATIONS, L. C.) as of December 31, 1995,
and related statements of income and divisional equity (deficit) and cash flows
for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly,
in all material respects, the financial position of Fort Lauderdale Radio
Stations (a division of T. K. Communications, L. C.) as of December 31, 1995,
and the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Our audit was for the purpose of forming an opinion on the basic 1995
financial statements taken as a whole. The financial statements for the four
months ended April 30, 1996 is presented for the purposes of additional analysis
and is not required part of the basic financial statements. Such information has
not been subjected to the auditing procedures applied in the audit of the basic
financial statements, and accordingly, we express no opinion on it.

/s/ Mathieson Aitken Jemison, LLP
- ---------------------------------------------------------
MATHIESON AITKEN JEMISON, LLP

Blue Bell, Pennsylvania
February 9, 1996, except for Notes 2 and 7
as to which the date is July 22, 1996

F-72
<PAGE> 220

FORT LAUDERDALE RADIO STATIONS
(A DIVISION OF T. K. COMMUNICATIONS, L. C.)

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
APRIL 30, DECEMBER 31,
1996 1995
----------- ------------
<S> <C> <C>
(UNAUDITED)
CURRENT ASSETS
Cash and cash equivalents....................................... $ 89,594 $ 306,172
Accounts receivable............................................. 960,348 1,065,376
Allowance for doubtful accounts................................. (133,786) (106,118)
Note receivable -- noncompete agreement......................... 100,000 100,000
Prepaid expenses................................................ 13,948 8,590
----------- -----------
TOTAL CURRENT ASSETS.................................... 1,030,104 1,374,020
PROPERTY AND EQUIPMENT............................................ 3,024,211 2,930,372
Less, accumulated depreciation.................................. 2,505,420 2,470,353
----------- -----------
PROPERTY AND EQUIPMENT, NET............................. 518,791 460,019
OTHER ASSETS, NET................................................. 1,735,677 1,618,416
NOTES RECEIVABLE -- NONCOMPETE AGREEMENT.......................... 300,000 300,000
----------- -----------
$ 3,584,572 $ 3,752,455
=========== ===========
LIABILITIES AND DIVISIONAL EQUITY (DEFICIT)
CURRENT LIABILITIES
Notes payable, bank............................................. $15,950,000 --
Treasury stock redemption notes................................. 1,829,430 $ 1,829,430
Accounts payable................................................ 13,753 77,986
Accrued commissions and management incentives................... 144,051 149,241
Accrued expenses................................................ 148,191 122,064
----------- -----------
TOTAL CURRENT LIABILITIES............................... 18,085,425 2,178,721
LONG-TERM DEBT
Notes payable, bank............................................. -- 13,300,000
Treasury stock redemption notes................................. 240,000 240,000
Stockholder loan................................................ 1,453,755 3,580,000
----------- -----------
TOTAL LONG-TERM DEBT.................................... 1,693,755 17,120,000
----------- -----------
TOTAL LIABILITIES....................................... 19,779,180 19,298,721
DIVISIONAL EQUITY (DEFICIT)....................................... (16,194,608) (15,546,266)
----------- -----------
$ 3,584,572 $ 3,752,455
=========== ===========
</TABLE>

See accompanying notes to financial statements.

F-73
<PAGE> 221

FORT LAUDERDALE RADIO STATIONS
(A DIVISION OF T. K. COMMUNICATIONS, L. C.)

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOUR
MONTHS YEAR ENDED DECEMBER 31, 1995
ENDED --------------------------------------
APRIL 30, WSHE WSRF
1996 (FM) (AM) TOTAL
---------- ----------- --------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Sales....................................... $1,825,621 $ 7,381,190 $ 303,174 $ 7,684,364
Less
Commissions............................ 229,352 1,107,357 2,765 1,110,122
Trade sales............................ 226,940 449,792 449,792
--------- ----------- ----------- -----------
Net Sales......................... 1,369,329 5,024,041 300,409 6,124,450
OPERATING EXPENSES
Programming............................... 328,308 787,763 9,084 796,847
General and administrative................ 892,703 1,671,319 110,726 1,782,045
Sales..................................... 231,760 1,055,429 16,989 1,072,418
Technical................................. 42,609 118,415 118,415
Depreciation.............................. 35,067 108,647 915 109,562
Amortization.............................. 31,436 400,552 16,452 417,004
--------- ----------- ----------- -----------
TOTAL OPERATING EXPENSES.......... 1,561,883 4,142,125 154,166 4,296,291
--------- ----------- ----------- -----------
OPERATING INCOME (LOSS)........... (192,554) 1,681,916 (44,055) (1,116,640)
--------- ----------- ----------- -----------
NET INCOME (LOSS)................. $ (648,342) $ 614,744 $ 102,188 $ 716,932
========= =========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

F-74
<PAGE> 222

FORT LAUDERDALE RADIO STATIONS
(A DIVISION OF T. K. COMMUNICATIONS, L. C.)

STATEMENTS OF DIVISIONAL EQUITY (DEFICIT)

<TABLE>
<S> <C>
DIVISIONAL EQUITY (DEFICIT), JANUARY 1, 1995.................................. $ (23,564,722)
NET INCOME FOR THE YEAR ENDED DECEMBER 31, 1995............................... 716,932
TRANSFER OF EQUITY FROM DIVISIONAL SALE....................................... 58,923,984
DISTRIBUTIONS TO STOCKHOLDERS................................................. (31,953,030)
REDEMPTION OF TREASURY STOCK.................................................. (19,669,430)
------------
BALANCE, DECEMBER 31, 1995.................................................... (15,546,266)
NET LOSS FOR THE FOUR MONTHS ENDED APRIL 30, 1996 (UNAUDITED)................. (648,342)
------------
DIVISIONAL EQUITY (DEFICIT), APRIL 30, 1996 (UNAUDITED)....................... $ (16,194,608)
============
</TABLE>

See accompanying notes to financial statements.

F-75
<PAGE> 223

FORT LAUDERDALE RADIO STATIONS
(A DIVISION OF T. K. COMMUNICATIONS, L. C.)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOUR MONTHS YEAR ENDED
ENDED DECEMBER 31,
APRIL 30, 1996 1995
-------------- ------------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)........................................................ $ (648,342) $ 716,932
Adjustments to reconcile net income (loss) to net cash provided (used) by
operating activities
Depreciation and amortization......................................... 66,503 526,566
(Increase) decrease in Accounts receivable............................ 132,696 227,320
Prepaid expenses...................................................... (5,358) 144,389
Increase in Accounts payable.......................................... (64,233) (34,093)
Accrued commissions and management incentives......................... (5,190) 79,959
Accrued interest and expenses......................................... 26,127 (877,794)
--------- ------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES................. (497,797) 783,279
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment....................................... (93,839) (160,378)
Acquisition of other assets.............................................. (148,697) (234,305)
Net transfers from divisions............................................. -- 58,599,361
--------- ------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES................. (242,536) 58,204,678
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term borrowings, bank......................... -- (9,041,666)
Principal payments of stockholders' notes................................ -- (1,115,000)
Principal payments of subordinated debentures, stockholders'............. -- (1,500,000)
Principal payments on subordinated notes, stockholders'.................. -- (1,000,000)
Proceeds from notes payable, bank........................................ 2,650,000 --
Proceeds from stockholder loan........................................... -- 3,580,000
Purchase of treasury stock............................................... -- (17,600,000)
Distribution to shareholders............................................. -- (31,953,030)
Principal payments of stockholder loan................................... (2,126,245) --
--------- ------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES................. 523,755 (58,629,696)
--------- ------------
NET INCREASE (DECREASE) IN CASH.................................. (216,578) 358,261
CASH AND CASH EQUIVALENTS (OVERDRAFT), BEGINNING OF YEAR................... 306,172 (52,089)
--------- ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD................................... $ 89,594 $ 306,172
========= ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for Interest -- all divisions (see Note 1)....... $ 448,590 $ 2,539,321
SUPPLEMENTAL NONCASH FINANCING ACTIVITIES
Notes issued in treasury stock redemption.................................. $ -- $ 2,069,430
========= ============
</TABLE>

See accompanying notes to financial statements.

F-76
<PAGE> 224

FORT LAUDERDALE RADIO STATIONS
(A DIVISION OF T. K. COMMUNICATIONS, L. C.)

NOTES TO FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Effective December 29, 1995, the remaining shareholder of T. K.
Communication, Inc. liquidated and reorganized as a limited liability company,
T. K. Communications, L.C.

Method of Presentation

The financial statements present the financial position and related results
of operations and cash flows of the Fort Lauderdale Radio Stations (a division
of T. K. Communication, L. C.). Historically, the Fort Lauderdale Radio Stations
Division's balance sheet has reflected all long-term debt and the accumulation
of all stockholders transactions of the entity.

In 1995, T. K. Communications, Inc. closed on the sales of the divisions of
the Dallas radio station and the Orlando radio stations, and the divisional
equity of these divisions were transferred to the Fort Lauderdale Radio Stations
Division. As of December 31, 1995, the Fort Lauderdale Radio Stations Division
was the only remaining division of T. K. Communications, L. C. and represents
the financial position in its entirety of T. K. Communications, L. C.

Allocation of Corporate Expense

T. K. Communications, Inc. allocated eighty-six percent (86%) of corporate
expenses (included in general and administrative expenses) and sixty-six percent
(66%) of interest expense to the Fort Lauderdale Radio Stations Division for the
year ended December 31, 1995. In the opinion of the Company's management, the
methods of the allocations used are reasonable. Interest paid by the Fort
Lauderdale Radio Stations Division was one hundred percent (100%) of the
interest paid by T. K. Communications, Inc. for the year ended December 31,
1995.

Allocation of Operating Expenses -- WSHE (FM) and WSRF (AM)

The Fort Lauderdale division income has been presented reflecting the
component stations WSHE (FM) and WSRF (AM). Operating expenses are allocated on
a percentage of radio station square footage and other analyses. Certain other
expenses are presented on an allocation basis as a percentage of gross sales.

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents are highly liquid investments with original
maturities of three months or less.

F-77
<PAGE> 225

FORT LAUDERDALE RADIO STATIONS
(A DIVISION OF T. K. COMMUNICATIONS, L. C.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Income Taxes

Both entities, T. K. Communications L. C. (a Florida limited liability
company) and T. K. Communications, Inc. (an S Corporation) are not tax-paying
entities for purposes of Federal and Florida income taxes, and thus, no income
taxes for Federal and Florida have been recorded in the statements. In lieu of
these corporate taxes the members of the limited liability company and the
stockholders of the S Corporation are taxed on their proportionate share of the
entities' taxable income.

Property and Equipment and Depreciation

Property and equipment are recorded at cost. For financial statement
purposes, depreciation is provided on the straight-line method over the
estimated useful lives of the assets.

The estimated useful lives used in computing depreciation are as follows:

<TABLE>
<S> <C>
Towers, antennas, and ground systems.......................... 5 - 10 years
Transmitting equipment........................................ 5 - 10 years
Studio, supporting and office equipment....................... 5 - 10 years
Building and improvements..................................... 10 - 40 years
</TABLE>

Maintenance and repairs are charged to expense as incurred; major renewals
and betterments are capitalized. When items of property or equipment are sold or
retired, the related cost and accumulated depreciation are removed from the
accounts and any gain or loss is included in income.

Trade -- Sales

All trade sales and related expenses are recorded at the value of the
merchandise received. All capital equipment received via trade is capitalized
and depreciated over its estimated useful life.

Other Assets and Amortization

The costs of other assets are amortized over their respective useful lives
or benefit periods. The methods and period of amortization by the type of asset
are disclosed in Note 6.

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 107, Disclosures about Fair Value of Financial
Instruments, which requires the Company to disclose the fair value of financial
instruments, both assets and liabilities recognized and not recognized in the
balance sheet. The value of cash and cash equivalents, accounts receivable,
accounts payable and debt recorded on the balance sheet approximates fair value.

Interim Financial Data

The interim financial data of the Company is unaudited; however, in the
opinion of the Company's management, the interim data includes all adjustments,
consisting of only normal recurring adjustments, necessary for a fair statement
of results for the interim period. The results of operations for the four months
ended April 30, 1996 are not necessarily indicative of the results that can be
expected for the entire fiscal year ending December 31, 1996.

NOTE 2. LONG-TERM DEBT

On December 27, 1995, to facilitate the reorganization to T.K.
Communications, L.C., the company amended and restated the Credit Agreement
dated July 18, 1995 with Bank One. The loan commitment

F-78
<PAGE> 226

FORT LAUDERDALE RADIO STATIONS
(A DIVISION OF T. K. COMMUNICATIONS, L. C.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

totaled $16,250,000 which included a non-conversion portion of the revolving
loan of $1,000,000, a conversion portion of the revolving loan of $3,000,000, a
term loan of $8,750,000 and a term loan of $3,500,000. Interest was payable
monthly, at the bank's prime rate plus an increment ranging to one and a quarter
percent determined by the ratio of funded debt to operating cash flow.

As discussed in Note 7, subsequent events, T.K. Communications, L.C.
entered into the First Amendment to the Amended and Restated Credit Agreement
dated December 27, 1995 with Bank One, Indianapolis, National Association. This
First Amendment dated July 22, 1996 was agreed upon to enact certain
modifications in conjunction with the anticipated closing on the sale of the
Fort Lauderdale, Radio Stations (the "Paxson Acquisition") scheduled to occur on
January 17, 1997.

Under the First Amendment the term loans available are in place as follows:

<TABLE>
<CAPTION>
TERM LOAN I TERM LOAN II TERM LOAN III
----------- ------------ -------------
<S> <C> <C> <C>
Amount:................................................. $12,750,000 $3,500,000 $ 3,000,000
Interest Rate: (Payable Monthly)........................ Prime Prime Prime
Rate plus Rate plus Rate plus
1- 1/4% 2.0% 3.0%
</TABLE>

Repayment Date: For all three loans the entire principal balance shall be
repayable together with all accrued but unpaid interest on January 17, 1997.

All the Bank One loans are collateralized by a security interest in all
present and future assets of the Company, a pledge of the outstanding stock of
the Company, an assignment of an insurance policy on the life of John F.
Tenaglia for $5,000,000 and collateral assignment of the escrow agreement under
which Paxson has deposited $2,000,000. All indebtedness of the Company to the
stockholders and former stockholders of the Company is subordinated to the
indebtedness of Bank One under the credit agreements.

Under the credit agreements with Bank One, the Company is required to
adhere to certain restrictive covenants.

NOTE 3. REDEMPTION AGREEMENT AND RELATED PARTY DEBT

On March 1, 1995, subsequent to entering into sales agreements to sell the
operating assets of the Dallas Station and the Orlando Stations eighty percent
of the stockholders agreed to have their stock redeemed by the Company.

Under the redemption agreement the net proceeds from the sale of the Dallas
and Orlando radio stations were deposited into an escrow account. The Company,
from the escrow account, repaid all subordinated stockholder debt and accrued
interest on the debt totalling $4,436,936 and paid down the Bank One debt from
$23,000,000 to $13,500,000. On May 1, 1995, settlement was made on the
redemption agreement. Under the redemption agreement, the redeeming stockholders
surrendered their Company's stock and in return received distributions for their
pro rata share of the sum of the escrow account, after estimated expenses, and
$22,000,000 for the Fort Lauderdale radio stations. In accordance with the
agreement, the redeeming stockholders received subordinated notes representing
eighty percent of the Fort Lauderdale radio stations calculated working capital
totalling $1,749,430 and subordinated notes for eighty percent of the
outstanding monies due on the Orlando radio stations noncompete agreement
totalling $320,000. The revised due date for the working capital notes is the
earlier of the closing date of the sale of the Fort Lauderdale Radio Stations or
April 30, 1997. The working capital notes were non-interest bearing through
April 30, 1996, and thereafter interest is payable at nine percent per annum and
due at the repayment of the principal. After the annual receipt by the Company
of the noncompete payments, the Company shall immediately pay the former
stockholders their pro rata share.

F-79
<PAGE> 227

FORT LAUDERDALE RADIO STATIONS
(A DIVISION OF T. K. COMMUNICATIONS, L. C.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

On May 19, 1994, the stockholders loaned the Company $1,000,000 from the
escrow account which was established under credit agreements dated June 30, 1992
with FUNB and MONY. The notes were payable on or before June 30, 2001 as
permitted by the Bank One credit agreement dated May 19, 1994. Interest was
payable quarterly at a fixed rate of 7% per year.

The Company converted $115,000 of accrued interest on subordinated
debentures to notes payable. The notes were non-interest bearing.

In December 1988, a stockholder of the Company loaned the Company
$1,000,000. The note was originally payable on demand with interest payable
monthly at prime rate.

Subordinated debenture notes represent subordinated notes to common
stockholders due June 16, 1998, with interest at 8%. No payment of principal was
allowed unless senior indebtedness had been retired. In May 1995, proceeds from
the escrow account were used to repay all outstanding debt to redeeming
stockholders and former stockholder including the stockholders' notes,
subordinated debentures and notes, stockholder advance and the accrued interest
to date totalling $821,936.

As of December 31, 1995, the outstanding balance on a non-interest bearing
subordinated loan to the nonredeeming stockholder amounted to $3,580,000.

NOTE 4. OPERATING LEASE COMMITMENTS

Effective January 1992, the Company agreed to a ten year lease for the
radio station office with a monthly base rent of $7,030 with annual consumer
price index adjustment. The Company leases tower space for an antenna under a
15-year lease agreement through December 31, 2000. The agreement calls for an
annual lease amount of $60,000 for the first five years, $75,000 for the next
five years, and $93,750 for the final five years. The Company leases tower space
for an auxiliary FM antenna at an annual amount of $11,544 plus an annual
adjustment for Consumer Price Index increases. The contract extends to February
28, 2023.

The Company made a buy out settlement for its lease term for its corporate
office space through August 31, 1996 in the amount of $68,158.

The total rent expense for 1995 for the Fort Lauderdale Radio Stations was
$247,539.

The aggregate minimum lease payments are as follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
----------------------------------------------------------------- ----------
<S> <C>
1996............................................................. $ 172,463
1997............................................................. 189,651
1998............................................................. 189,651
1999............................................................. 189,651
2000 and thereafter.............................................. 424,606
----------
$1,166,022
=========
</TABLE>

F-80
<PAGE> 228

FORT LAUDERDALE RADIO STATIONS
(A DIVISION OF T. K. COMMUNICATIONS, L. C.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5. PROPERTY AND EQUIPMENT

Major classifications of property, equipment and depreciation are
summarized as follows:

<TABLE>
<CAPTION>
ACCUMULATED BOOK
ASSETS DEPRECIATION VALUE
---------- ---------- --------
<S> <C> <C> <C>
Towers, antennas, and ground systems............ $ 518,587 $ 516,976 $ 1,611
Transmitting equipment.......................... 311,744 295,785 15,959
Studio, supporting and office equipment......... 1,071,430 870,571 200,859
Building and improvements....................... 1,028,611 787,021 241,590
---------- ---------- --------
$2,930,372 $2,470,353 $460,019
========== ========== ========
</TABLE>

RECONCILIATION

<TABLE>
<CAPTION>
ACCUMULATED
COST DEPRECIATION
---------- ----------
<S> <C> <C>
BALANCE, DECEMBER 31, 1994.......................... $2,769,994 $2,360,791
ADDITIONS
Towers, antennas and ground systems............... -- 1,239
Transmitting equipment............................ 2,640 16,212
Studio, supporting and office equipment........... 56,873 79,566
Building and improvements......................... 100,865 12,545
---------- ----------
160,378 109,562
---------- ----------
BALANCE, DECEMBER 31, 1995.......................... $2,930,372 $2,470,353
========== ==========
</TABLE>

NOTE 6. OTHER ASSETS

As of December 31, 1995 other assets and accumulated amortization are as
follows:

<TABLE>
<CAPTION>
ACCUMULATED
COST AMORTIZATION NET
---------- -------- ----------
<S> <C> <C> <C>
Goodwill and licenses................... $2,299,760 $919,906 $1,379,854
Patents and trademarks.................. 14,029 13,840 189
Loan procurement costs.................. 161,747 14,464 147,283
Organization expense.................... 68,346 9,113 59,233
Deposits................................ 31,857 -- 31,857
---------- -------- ----------
$2,575,739 $957,323 $1,618,416
========== ======== ==========
</TABLE>

Organization Expense

The costs to reorganize to a limited liability company have been
capitalized and are being amortized over 60 months.

Transmitter Site Leasehold Interest

The cost of the lease is being amortized over the life of the lease.

F-81
<PAGE> 229

FORT LAUDERDALE RADIO STATIONS
(A DIVISION OF T. K. COMMUNICATIONS, L. C.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Goodwill and Licenses

Goodwill and licenses represent the excess of acquisition cost over the
fair value of net tangible assets at the date of purchase. Management has
elected to amortize these costs over forty years.

Patents and Trademarks

These costs are amortized over 17 years.

Loan Procurement Costs

These costs are amortized over the term of the financing. In 1995,
amortization expense of $322,291 of the total $417,004 resulted from a write-off
of unamortized prior loans' procurement costs.

NOTE 7. SUBSEQUENT EVENTS

In March 1996, Paxson Broadcasting of Miami, Limited Partnership agreed to
purchase all assets used in the operation of the Company's Fort Lauderdale Radio
Stations WSHE (FM) and WSRF (AM) for $57,500,000. At settlement, the Company
will receive $47,500,000 in cash and $10,000,000 in unregistered stock valued at
the registration price of the future public offering of Paxson Communications
Corporation. If the registration price is less than the average of the closing
market price of the following thirty days after settlement, additional
unregistered shares will be issued to the Company for the difference.

After FCC consent is received, the Company has the election to postpone the
settlement until January 12, 1997. In conjunction with the purchase agreement,
the parties agreed to a time brokerage agreement whereby the parties defined the
operations and management of the stations to the eventual closing date.

On July 22, 1996, T. K. Communications, L. C. entered into the First
Amendment to the Amended and Restated Credit Agreement dated December 27, 1995
with Bank One, Indianapolis, National Association, See Note 2 for additional
details.

F-82
<PAGE> 230

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders'
of Shamrock Communications, Inc.
(An "S" Corporation)

We have audited the accompanying balance sheet of Radio Station WDIZ, FM, a
division of Shamrock Communications, Inc., (An "S" Corporation), as of December
31, 1995 and the related statements of income and expenses, divisional equity,
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance that the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairy,
in all material respects, the financial position of Radio Station -- WDIZ, FM, a
division of Shamrock Communications, Inc., (An "S" Corporation), as of December
31, 1995 and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

As explained in Note 3 to the financial statements, Shamrock
Communications, Inc., (An "S" Corporation) is part of an affiliated group of
companies and has entered into transactions with the group members.

/s/ Robert Rossi & Co.
- ---------------------------------------------------------
ROBERT ROSSI & CO.

Olyphant, Pennsylvania
July 24, 1996

F-83
<PAGE> 231

RADIO STATION WDIZ -- FM

A DIVISION OF
SHAMROCK COMMUNICATIONS, INC.
(AN "S" CORPORATION)

BALANCE SHEET

ASSETS

MAY 31, DECEMBER 31,
1996 1995
--------- -----------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash............................................................... $ 85,158 $ 101,574
Accounts Receivable less allowance for doubtful accounts of $66,932
and $47,179, respectively....................................... 414,489 434,237
Other Current Assets............................................... 19,127 396
--------- ---------
TOTAL CURRENT ASSETS....................................... 518,774 536,207
PROPERTY AND EQUIPMENT
Leasehold Improvements............................................. 67,412 67,412
Furniture and Fixtures............................................. 89,240 89,240
Radio Equipment.................................................... 353,008 353,008
Tower and Antenna Equipment........................................ 350,943 346,268
--------- ---------
Total...................................................... 860,603 855,928
Less: Accumulated Depreciation....................................... (802,048) (790,798)
--------- ---------
NET PROPERTY & EQUIPMENT............................................. 58,555 65,130
OTHER ASSETS
FCC Licenses, Net (Note 2)......................................... 25,290 26,186
--------- ---------
TOTAL ASSETS............................................... $ 602,619 $ 627,523
========= =========
LIABILITIES AND DIVISIONAL EQUITY
CURRENT LIABILITIES
Accounts Payable................................................... $ 37,189 $ 14,956
Accrued Expenses................................................... 83,901 63,217
Due to Affiliated Companies (Note 3)............................... 40,093 22,237
--------- ---------
TOTAL CURRENT LIABILITIES.................................. 161,183 100,410
COMMITMENTS AND CONTINGENCIES (Note 4)
DIVISIONAL EQUITY.................................................... 441,436 527,113
--------- ---------
TOTAL LIABILITIES AND DIVISIONAL EQUITY.................... $ 602,619 $ 627,523
========= =========
</TABLE>

See accompanying notes and independent auditor's report.

F-84
<PAGE> 232

RADIO STATION WDIZ -- FM

A DIVISION OF
SHAMROCK COMMUNICATIONS, INC.
(AN "S" CORPORATION)

STATEMENT OF INCOME AND EXPENSES

<TABLE>
<CAPTION>
PERIOD ENDED YEAR ENDED
MAY 31, DECEMBER 31,
1996 1995
------------ ------------
(UNAUDITED)
<S> <C> <C>
REVENUES........................................................... $1,190,259 $2,935,860
------------ ------------
EXPENSES
Direct........................................................... 414,546 1,073,691
Technical........................................................ 44,381 81,449
Program.......................................................... 127,087 286,746
Selling.......................................................... 87,756 234,221
Administrative and General....................................... 250,707 582,225
Depreciation and Amortization.................................... 12,146 35,496
------------ ------------
TOTAL EXPENSES........................................... 936,623 2,293,828
------------ ------------
NET INCOME (Note 6)................................................ $ 253,636 $ 642,032
========== ==========
</TABLE>

See accompanying notes and independent auditor's report.

F-85
<PAGE> 233

RADIO STATION WDIZ -- FM

A DIVISION OF
SHAMROCK COMMUNICATIONS, INC.
(AN "S" CORPORATION)

STATEMENT OF DIVISIONAL EQUITY

YEAR ENDED
PERIOD ENDED DECEMBER
MAY 31, 31,
1996 1995
------------ -----------
(UNAUDITED)
<S> <C> <C>
Divisional Equity, Beginning of Year.............................. $ 527,113 $ 1,172,425
Add:
Net Income...................................................... 253,636 642,032
Less:
Corporate Expenses Paid by WDIZ (Note 1)........................ (339,313) (1,287,344)
------------ -----------
Divisional Equity, End of Year/Period............................. $ 441,436 $ 527,113
========== ==========
</TABLE>

See accompanying notes and independent auditor's report.

F-86
<PAGE> 234

RADIO STATION WDIZ -- FM

A DIVISION OF
SHAMROCK COMMUNICATIONS, INC.
(AN "S" CORPORATION)

STATEMENT OF CASH FLOWS

PERIOD ENDED YEAR ENDED
MAY 31, DECEMBER 31,
1996 1995
------------ ------------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income........................................................ $ 253,636 $ 642,032
Adjustments to Reconcile Net Income to Net Cash Provided by
Operating Activities:
Depreciation and Amortization................................... 12,146 35,496
Decrease in Accounts Receivable................................. 19,748 77,149
(Increase) Decrease in Other Current Assets..................... (18,731) 38,190
Increase in Due to Affiliated Corporation....................... 17,857 22,237
Increase (Decrease) in Accounts Payable......................... 22,233 (13,012)
Increase (Decrease) in Accrued Expenses......................... 20,684 (4,809)
-------- ----------
NET CASH PROVIDED FROM OPERATING ACTIVITIES............. 327,573 797,283
-------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property and Equipment.............................. (4,676) (31,385)
-------- ----------
NET CASH USED IN INVESTING ACTIVITIES................... (4,676) (31,385)
-------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Corporate Expenses Paid......................................... (339,313) (1,287,344)
-------- ----------
NET CASH USED IN FINANCING ACTIVITIES................... (339,313) (1,287,344)
-------- ----------
Net Decrease in Cash.............................................. (16,416) (521,446)
Cash at Beginning of Year......................................... 101,574 623,020
-------- ----------
CASH AT END OF YEAR............................................... $ 85,158 $ 101,574
======== ==========
Supplemental Cash Flow Disclosures Cash Paid During the Year for:
Interest (Corporate)............................................ $ 164,829 $ 447,775
Income Taxes.................................................... $ -- $ --
Non-Cash Operating Activities
Trade Revenue................................................... $ 117,244 $ 195,356
Trade Expenses.................................................. $ 117,244 $ 195,356
</TABLE>

See accompanying notes and independent auditor's report.

F-87
<PAGE> 235

RADIO STATION WDIZ -- FM

A DIVISION OF
SHAMROCK COMMUNICATIONS, INC.
(AN "S" CORPORATION)

NOTES TO FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business: WDIZ FM is a commercial class C -- FM radio station
licensed by the FCC to Orlando, Florida with its studio and business office
located in Longwood, Florida, serving the metropolitan area of Orlando, Florida.

Presented below is a Summary of Significant Accounting Policies followed in
the preparation of the accompanying financial statements:

Cash and Cash Equivalents: Cash and cash equivalents are highly liquid
investments with original maturities of three months or less.

Property and Equipment: Property and Equipment are carried at cost.
Deprecation is provided using straight line and accelerated methods over their
estimated useful lives as follows:

<TABLE>
<CAPTION>
TERM OF
LEASEHOLD IMPROVEMENTS LEASE
--------------------------------------------------------------- ------------
<S> <C>
Furniture and Fixtures......................................... 5 - 7 years
Radio Equipment................................................ 5 - 7 years
Tower and Antenna Equipment.................................... 5 - 15 years
</TABLE>

Income Taxes: Income Taxes are provided for according to the Internal
Revenue Code and Regulations relative to "S" Corporations as discussed in Note
6.

Intangible Assets: FCC Licenses are amortized using the straight line
method over the estimated useful life of 40 years.

Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Interim Financial Data: The interim financial data of the Station is
unaudited; however, in the opinion of Station management, the interim financial
data includes all adjustments, consisting of only normal recurring adjustments,
necessary for a fair statement of results of the interim periods. The income and
expenses for the period ended May 31, 1996 are not necessarily indicative of the
results that could be expected for the entire year ending December 31, 1996. All
information presented in the notes to financial statements as of and for the
period ended May 31, 1996 is unaudited.

Divisional Equity: Radio Station WDIZ -- FM is responsible for paying any
corporate expenses that arise for Shamrock Communications, Inc. Therefore,
divisional equity contains WDIZ's equity less any corporate expenses that were
paid by the Station. Such expenses are not reflected in WDIZ's statement of
income and expenses.

NOTE 2. FCC LICENSES

FCC Licenses are carried at original cost less accumulated amortization.
FCC Licenses represent the cost in excess of fair value of the net assets of
companies acquired in purchase transactions and is being amortized under the
straight line method over a term of 40 years. Amortization expense charged to
expense for the year ended December 31, 1995 and the period ended May 31, 1996
was $2,149 and $896 respectively.

F-88
<PAGE> 236

RADIO STATION WDIZ -- FM

A DIVISION OF
SHAMROCK COMMUNICATIONS, INC.
(AN "S" CORPORATION)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3. RELATED PARTIES

Shamrock Communications, Inc.'s shareholders also control other companies
in the radio broadcasting and newspaper publishing business. The Station was
charged $60,710 in management and accounting fees from such companies and also
is billed by these companies for any expense that arises in the ordinary course
of business that they may share. There is no interest assessed on such charges
from affiliated companies and the balance due to affiliates are paid as funds
become available. The balance due to affiliated companies is as follows:

<TABLE>
<CAPTION>
MAY 31, DECEMBER 31,
1996 1995
------- ------------
<S> <C> <C>
Due to Scranton Times, L.P. .......................... $40,093 $ 22,237
======= ==========
</TABLE>

NOTE 4. COMMITMENTS AND CONTINGENCIES

Leases: The Station is obligated under an office operating lease and a
tower operating lease. The leases, which contain options to renew, expire for
the office in 2001 and for the tower in 1997. Certain of these leases require
the Station to pay a pro-rata share of various costs relating to the specific
properties. Total rent expense for the year ended December 31, 1995 and the
period ended May 31, 1996 amounted to $116,901 and $24,582 respectively.

The Station is also obligated under various vehicle leases with terms less
than one year. The total lease expense for the year ended December 31, 1995 and
the period ended May 31, 1996 amounted to $45,250 and $72,506 respectively.

Minimum future lease payments under operating leases for each of the next
five years and in the aggregate are:

<TABLE>
<CAPTION>
MAY 31, DECEMBER 31,
-------- ------------
<S> <C> <C>
1996................................................. $ 0 $106,141
1997................................................. 108,687 107,923
1998................................................. 65,001 66,124
1999................................................. 66,950 68,107
2000................................................. 68,959 70,151
2001................................................. 71,027 72,255
</TABLE>

Concentration of Credit Risk: At December 31, 1995 a concentration of
credit risk existed due to deposits in a financial institution in excess of the
Federal Deposit Insurance Corporation (FDIC) insured limit of $100,000.

The Station encounters, in the normal course of business, exposure to
concentrations of credit risk with respect to accounts receivable.
Concentrations of credit risk with respect to accounts receivable are limited
due to the Station's customer base and its geographic dispersion. Ongoing credit
evaluation of customers' financial condition are performed and, generally, no
collateral is required.

NOTE 5. EXCHANGE OF GOODS AND SERVICES

In the normal course of operations, and in accordance with industry custom,
the Station trades its advertising air time with some of its customers for goods
and services used in everyday operations. These

F-89
<PAGE> 237

RADIO STATION WDIZ -- FM

A DIVISION OF
SHAMROCK COMMUNICATIONS, INC.
(AN "S" CORPORATION)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

transactions are recorded at their estimated fair values when the goods and
services are received. Amounts included in sales and expenses for the year ended
December 31, 1995 and the period ended May 31, 1996 resulting from bartered
transactions are $195,356 and $117,244, respectively.

NOTE 6. INCOME TAXES

Shamrock Communications, Inc. has elected to be subject to the Internal
Revenue Code and Regulations pertaining to "S" Corporations for federal and
state tax purposes, and, as such, the income is passed through and reported on
the stockholders' federal and state income tax returns together with other
taxable income or deductions of the stockholders'; therefore, there is no
current provision for federal and state income taxes.

If the corporation does not comply with certain provisions of the Internal
Revenue Code with regard to "S" Corporations, there exists a possibility that
Shamrock Communications, Inc.'s election would be revoked involuntarily and
Shamrock Communications, Inc.'s earnings for the year would be subject to
federal and state income tax at the corporate level. Such requirements appear to
be complied with; therefore, a provision for federal or state income tax is not
considered necessary.

NOTE 7. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value.

Cash: Cash includes cash on hand, demand deposits and money market
accounts. The carrying amount is a reasonable estimate of fair value.

The Estimated Fair Value of the Company's Financial Instruments are as
follows:

<TABLE>
<CAPTION>
MAY, 31, 1996 DECEMBER 31, 1995
--------------------------- ---------------------------
CARRYING VALUE FAIR VALUE CARRYING VALUE FAIR VALUE
-------------- ---------- -------------- ----------
<S> <C> <C> <C> <C>
Financial Assets:
Cash.......................................... $ 85,158 $ 85,158 $101,574 $ 101,574
</TABLE>

NOTE 8. SUBSEQUENT EVENT

On April 26, 1996, Shamrock Communications, Inc. entered into an agreement
for the sale of the Property and Equipment and FCC License and rights of radio
station WDIZ for a purchase price of $22,000,000. The sale is pending, however,
the FCC has approved the assignment of the FCC license to radio station
WDIZ -- FM to Paxson Broadcasting of Orlando, a limited partnership, the
purchaser under the aforementioned asset purchase agreement. The closing date of
the sale has not yet been set.

Also, a Time Brokerage Agreement was entered into with the purchaser of
such station, whereby, the Station has agreed to lease the broadcast time of
WDIZ until the above mentioned sale is finalized. The lessee is entitled to all
advertising revenues of WDIZ and is responsible for all costs incurred in
broadcasting programming and other operating costs of the facility. Such lease
payments which will commence June 1, 1996 amount to $123,000 per month plus
reimbursement of all expenses paid by Shamrock Communications, Inc. for the
benefit of station WDIZ.

F-90
<PAGE> 238

INDEPENDENT AUDITOR'S REPORT

To the Partners
KXLI, A Division of KX Acquisition Limited Partnership
Big Lake, MN

We have audited the accompanying balance sheet of KXLI, A Division of KX
Acquisition Limited Partnership, as of December 31, 1995, and the related
statements of income, partners' capital and cash flows for the year then ended.
These financial statements are the responsibility of KXLI's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of KXLI, A Division of KX
Acquisition Limited Partnership, as of December 31, 1995, and the results of its
operations and cash flows for the year then ended in conformity with generally
accepted accounting principles.

SCHWEITZER RUBIN KARON & BREMER
Certified Public Accountants

Minneapolis, Minnesota
March 25, 1996 except for Notes 7 and 12,
as to which the date is May 17, 1996

F-91
<PAGE> 239

KXLI
(A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)

BALANCE SHEET

SEE ACCOUNTANT'S REPORT

<TABLE>
<CAPTION>
JUNE 30, DECEMBER
1996 31,
(UNAUDITED) 1995
---------- ----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents......................................... $ 511,602 $ 52,515
Trade receivables, less allowance for doubtful accounts, $50,000
and $25,000, respectively...................................... 223,924 268,759
Other current assets.............................................. 16,219 8,543
Due from related party............................................ 17,155 0
---------- ----------
Total current assets...................................... 768,900 329,817
Property and Equipment (Note 2)..................................... 1,949,527 1,992,816
Intangibles and Other Assets (Note 3)............................... 1,121,249 1,146,461
---------- ----------
Total assets.............................................. $3,839,676 $3,469,094
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities:
Current maturities of long-term debt (Note 6)..................... $ 60,000 $ 56,705
Programming obligations, current (Note 10)........................ 37,000 37,000
Accounts payable (Note 9)......................................... 60,567 96,012
Accrued expenses.................................................. 16,904 19,835
Deferred income................................................... 11,549 16,306
Earnest deposits received (Note 12)............................... 350,000 0
Due to limited partner (Note 4)................................... 450,961 450,961
Due to related party (Note 8)..................................... 0 67,268
---------- ----------
Total current liabilities................................. 986,981 744,087
Programming Obligations, Long-Term (Note 10)........................ 63,970 71,831
Long-Term Debt, less current maturities (Note 6).................... 158,090 192,496
Commitments and Contingencies (Notes 7, 10 and 12)
Partners' Capital................................................... 2,630,635 2,460,680
---------- ----------
Total liabilities and partners' capital................... $3,839,676 $3,469,094
========== ==========
</TABLE>

See Notes to Financial Statements.

F-92
<PAGE> 240

KXLI
(A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)

STATEMENT OF INCOME

SEE ACCOUNTANT'S REPORT

<TABLE>
<CAPTION>
YEAR
SIX-MONTH PERIOD ENDED,
ENDED DECEMBER
JUNE 30, 1996 31,
(UNAUDITED) 1995
---------------- ----------
<S> <C> <C>
Revenue:
Entertainment hours........................................... $ 886,972 $1,208,191
Sponsor spots................................................. 105,608 185,874
Trade revenue................................................. 78,239 82,381
Tower space rental............................................ 15,240 28,546
Other revenues................................................ 1,550 6,601
---------- ----------
Total revenue......................................... 1,087,609 1,511,593
Operating and general and administrative expenses............... 861,127 1,326,472
---------- ----------
Operating income (loss)......................................... 226,482 185,121
Nonoperating income (expense):
Interest expense.............................................. (12,807) (32,741)
Loss on disposal of property and equipment.................... (4,177) 0
Income (expense) under joint operations agreement with KVBM
Television, Inc. (Note 12)................................. (23,969) 0
---------- ----------
Net income (loss)............................................... $ 185,529 $ 152,380
========== ==========
</TABLE>

See Notes to Financial Statements.

F-93
<PAGE> 241

KXLI
(A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)

STATEMENT OF PARTNERS' CAPITAL

SEE ACCOUNTANT'S REPORT

<TABLE>
<CAPTION>
GENERAL LIMITED TOTAL
PARTNER PARTNER CAPITAL
------- ---------- ----------
<S> <C> <C> <C>
Balance, January 1, 1995................................. $(9,434) $2,355,332 $2,345,898
Net income (loss)...................................... 1,524 150,856 152,380
Distributions.......................................... (376) (37,222) (37,598)
------- ---------- ----------
Balance, December 31, 1995............................... (8,286) 2,468,966 2,460,680
Net income (loss)...................................... 1,855 183,674 185,529
Distributions.......................................... (156) (15,418) (15,574)
------- ---------- ----------
Balance, June 30, 1996 (unaudited)....................... $(6,587) $2,637,222 $2,630,635
======= ========= =========
</TABLE>

See Notes to Financial Statements.

F-94
<PAGE> 242

KXLI
(A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)

STATEMENT OF CASH FLOWS

SEE ACCOUNTANT'S REPORT

<TABLE>
<CAPTION>
SIX-MONTH PERIOD
ENDED YEAR ENDED
JUNE 30, 1996 DECEMBER 31, 1995
---------------- -----------------
(UNAUDITED)
<S> <C> <C>
Cash Flows from Operating Activities:
Cash received from customers.............................. $1,119,826 $ 1,385,137
Cash paid to suppliers and employees...................... (795,820) (1,108,874)
Interest paid............................................. (12,807) (32,741)
---------------- -----------------
Net cash provided by operating activities................... 311,199 243,522
---------------- -----------------
Cash Flows from Investing Activities:
Purchases of property and equipment....................... (23,135) (47,336)
Payments for intangible and other assets.................. (23,900) (1,637)
Deposits received......................................... 350,000 0
---------------- -----------------
Net cash provided by (used in) investing activities......... 302,965 (48,973)
---------------- -----------------
Cash Flows from Financing Activities:
Net advances (to) from related party...................... (108,392) (22,087)
Net borrowings (payments) on revolving credit
agreements............................................. 0 (50,000)
Principal payments on long-term borrowings................ (31,111) (37,799)
Distributions to partners................................. (15,574) (37,598)
---------------- -----------------
Net cash used in financing activities....................... (155,077) (147,484)
---------------- -----------------
Net increase in cash........................................ 459,087 47,065
Cash:
Beginning................................................. 52,515 5,450
---------------- -----------------
Ending.................................................... $ 511,602 $ 52,515
---------------- -----------------
Reconciliation of Net Income to Net Cash Provided by
Operating Activities:
Net income (loss)......................................... $ 185,529 $ 152,380
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization.......................... 111,359 239,530
Loss on disposal of property and equipment............. 4,177 0
(Increase) decrease in:
Trade receivables.................................... 44,835 (121,921)
Other current assets................................. (7,676) (1,324)
(Decrease) increase in:
Accounts payable..................................... (35,445) (22,427)
Accrued expenses and other current liabilities....... (2,931) 1,819
Deferred income...................................... (4,757) (3,366)
Programming obligations.............................. (7,861) (1,169)
Due to related party................................. 23,969 0
---------------- -----------------
Net cash provided by operating activities................... $ 311,199 $ 243,522
============= =============
</TABLE>

See Notes to Financial Statements.

F-95
<PAGE> 243

KXLI
(A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS

SEE ACCOUNTANT'S REPORT

NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of business:

KXLI is a division of KX Acquisition Limited Partnership. KX Acquisition
Limited Partnership was formed in May 1990 to own and operate two television
broadcasting stations: KXLI, Channel 41 in Big Lake, MN and KXLT, Channel 47 in
Rochester, MN. All assets and expenses directly attributable to KXLT are not
reflected in these KXLI divisional financial statements. All indirect and shared
assets and expenses are reflected therein.

KXLI's customers are primarily located within the Channel 41 viewing area.

KXLI constructed new office and broadcasting facilities during 1994 and,
beginning in June 1994, changed the programming format of KXLI, Channel 41, from
a home shopping channel to a "TV Heaven" concept. This concept entails the
broadcasting of children's programming, programs with an outdoor theme, and
other similar shows, with an emphasis on classic TV programs. The HSN
affiliation arrangement previously held by KXLI was transferred to KVBM
Television, Inc. (KVBM), see Note 7.

KXLI also leases space on its television tower at Big Lake to several other
communications companies.

KXLI has entered into a Development Loan and Option Agreement and a Joint
Operations Agreement with KVBM. See Notes 7, 8 and 12 for additional information
about these agreements.

SIGNIFICANT ACCOUNTING POLICIES OF KXLI ARE SUMMARIZED BELOW:

Basis of accounting:

Broadcasting revenue is recognized as air time is utilized by the customer.
Rental income is recognized according to the terms outlined in the lease
agreements.

Personal assets and liabilities and partners' salaries:

In accordance with the generally accepted method of presenting partnership
financial statements, the financial statements do not include the personal
assets and liabilities of the partners, their rights to refunds on its net loss,
nor any provision for an income tax refund.

Cash and cash equivalents:

KXLI maintains its cash in bank deposit accounts which, at times, may
exceed federally insured limits. KXLI has not experienced any losses on such
accounts. KXLI believes it is not exposed to any significant credit risk on
cash.

The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.

Property and equipment:

Property and equipment contributed by the limited partner to KXLI has been
recorded at estimated fair market value. Property and equipment purchased by
KXLI is recorded at cost. Expenditures for renewals and betterment's are
capitalized. Repairs and maintenance costs are charged to expense. When items
are disposed

F-96
<PAGE> 244

KXLI
(A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANT'S REPORT

of, the cost and accumulated depreciation are eliminated from the accounts, and
any gain or loss is reflected in the results of operations.

Depreciation and amortization:

Property and equipment is depreciated on the straight-line method over the
following periods:

Years

Buildings and improvements............................31.5
Television broadcast towers.............................25
Microwave, transmitters and other equipment...........5-15
Furniture...............................................10

Intangibles are amortized on the straight-line method over the following
periods:
Years

FCC licenses............................................25
Organization and start-up costs..........................5
Loan cost......................................Life of the
related loan
Development option.......................................5
Films and tapes..........................................5

The cost and related amortization on intangible assets are eliminated when
the asset has been fully amortized.

Use of estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Fair value of financial instruments:

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:

DUE TO LIMITED PARTNER:

The estimated fair value of amounts due to limited partner is
estimated based on the market for similar instruments. Fair value is
estimated to be $305,000 at December 31, 1995 and $322,000 at June 30,
1996; carrying amount at both dates is $450,961.

LONG-TERM DEBT:

The fair value of the KXLI's long-term debt is estimated based on the
quoted market prices for the same or similar issues or on the current rates
offered to KXLI for debt of the same remaining maturities with similar
collateral requirements. At December 31, 1995 and June 30, 1996 the
principal balance on the long-term debt approximates the fair value of the
debt.

F-97
<PAGE> 245

KXLI
(A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANT'S REPORT

Interim financial information:

The accompanying financial statements as of June 30, 1996 and for the
six-month period ended June 30, 1996 are unaudited. In the opinion of the
management of KXLI, these financial statements reflect all adjustments,
consisting only of normal and recurring adjustments necessary for a fair
presentation of the financial statements. The results of operations for the
six-month period ended June 30, 1996 are not necessarily indicative of the
results that may be expected for the full year ending December 31, 1996.

The June 30, 1996 information included in the Notes is unaudited.

NOTE 2. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER
JUNE 30, 31,
1996 1995
---------- ----------
<S> <C> <C>
Towers.............................................. $1,364,736 $1,364,736
Transmitters........................................ 158,913 158,913
Buildings........................................... 288,997 288,170
Equipment........................................... 397,626 382,918
Furniture........................................... 48,647 42,658
Land................................................ 265,594 265,594
Vehicles............................................ 0 6,963
Leasehold improvements.............................. 27,965 26,354
---------- ----------
2,552,478 2,536,306
Less accumulated depreciation....................... 602,951 543,490
---------- ----------
Net property and equipment.......................... $1,949,527 $1,992,816
========== ==========
</TABLE>

Depreciation expense for 1995 and the six-month period ending June 30, 1996
was $145,046 and $62,247, respectively.

NOTE 3. INTANGIBLES AND OTHER ASSETS

Intangibles and other assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER
JUNE 30, 31,
1996 1995
---------- ----------
<S> <C> <C>
FCC licenses........................................ $1,283,782 $1,283,782
Organization and start-up costs..................... 40,000 40,000
Loan fees........................................... 47,872 47,872
Development option.................................. 110,000 110,000
Films and tapes..................................... 64,134 40,234
---------- ----------
1,545,788 1,521,888
Less accumulated amortization....................... 424,539 375,427
---------- ----------
Net intangibles and other assets.................... $1,121,249 $1,146,461
========== ==========
</TABLE>

Amortization expense for 1995, and the six-month period ending June 30,
1996 was $94,483 and $49,112, respectively.

F-98
<PAGE> 246

KXLI
(A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANT'S REPORT

NOTE 4. DUE TO LIMITED PARTNER

Amount due to limited partner consists of cash advances from the limited
partner. Interest is not accrued or paid on the advances. The amount due to the
limited partner is subordinated to the January 1994 loan from Richfield Bank and
Trust. See Note 6.

NOTE 5. NOTE PAYABLE, BANK

KXLI, jointly with KVBM, has a line of credit under which up to $150,000
may be borrowed. No amounts were outstanding under the line of credit at
December 31, 1995.

NOTE 6. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER
JUNE 30, 31,
1996 1995
-------- -----------
<S> <C> <C>
Note payable to the bank, maturing August 1999, with
interest payable monthly at 2.5% over the prime
rate (effective rate of 11% at December 31, 1995),
secured by substantially all of KXLI's and KVBM's
assets and assignment of all rents and leases, and
the personal guarantee of the limited partner...... $218,090 $ 249,201
Less current maturities.............................. 60,000 56,705
-------- --------
Total long-term maturities........................... $158,090 $ 192,496
======== ========
</TABLE>

In connection with the note payable, KXLI and KVBM have agreed to comply
with various financial and non-financial covenants, including but not limited to
minimum debt service coverages and net worth.

The total outstanding note payable at December 31, 1995, including the
portion allocated to KVBM for which KXLI is jointly and severally liable, was
$1,425,008.

The estimated future maturities of long-term debt at December 31, 1995 are
as follows:

<TABLE>
<CAPTION>
YEAR KXLI KVBM TOTAL
- ----------------------------------- -------- ---------- ----------
<S> <C> <C> <C>
1996............................... $ 56,705 $ 267,508 $ 324,213
1997............................... 65,701 309,949 375,650
1998............................... 73,304 345,816 419,120
1999............................... 53,491 252,534 306,025
-------- ---------- ----------
Total.............................. $249,201 $1,175,807 $1,425,008
======== ========== ==========
</TABLE>

NOTE 7. DEVELOPMENT LOAN AND OPTION AGREEMENT WITH KVBM

KXLI entered into an agreement with KVBM during 1993 to facilitate securing
financing for the benefit of both parties. KXLI also granted the shareholder of
KVBM an option to purchase a limited partnership interest equal to 50% of the
net capital of KXLI, exercisable if and when KXLI enters into a contract to sell
all, or substantially all, of its assets. The purchase price for the option is
$500. KVBM granted an option to purchase 50% of its stock to KXLI. Under the
terms and conditions specified in an amendment to this agreement dated May 17,
1996, the option may be transferred to KXLI's limited partner. The amendment
also specified certain rights upon exercise of this option.

F-99
<PAGE> 247

KXLI
(A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANT'S REPORT

In the event of a sale of all or substantially all of the assets of KXLI,
the limited partner has been granted the right to receive a payment of
$2,000,000, provided sufficient funds are available after payment of KXLI's
creditors. KVBM and its shareholder have granted a similar right to the limited
partner upon the sale of all or substantially all of the assets of KVBM, or upon
the sale of KVBM stock by the shareholder. Any remaining proceeds will be
distributed to all partners and the shareholders of KVBM.

If KXLI has not entered into a legally binding contract to sell its assets
by the sixth anniversary of the development loan and option agreement, KXLI has
agreed to sell its assets for the highest bona fide offer which is equal to or
greater than the average of two appraised values.

The agreement also stipulates that, for as long as the limited partner is
personally liable as the guarantor of the bank loan (Note 6), he will have an
option to exchange the FCC Licenses of KXLI and KXLT for the FCC License of
KVBM. In the event this option is exercised, all the operating assets of KXLI
and KXLT would be exchanged for the operating assets of KVBM, and other
provisions as described in the agreement would take effect.

NOTE 8. JOINT OPERATIONS AGREEMENT WITH KVBM

Joint administrative, personnel and overhead costs:

In connection with, but not directly related to the agreement described in
Note 7, KLXI entered into an agreement with KVBM to share certain joint
administrative, personnel, and overhead costs. Beginning July 1, 1994, these
costs were allocated two-thirds to KVBM and one-third to KXLI. See Note 12
regarding the amendment to this agreement which was effective April 1, 1996.

The most significant of the joint costs allocated for the year ending
December 31, 1995 and the six-month period ending June 30, 1996, are as follows:

<TABLE>
<CAPTION>
KXLI KVBM TOTAL
--------- --------- ---------
<S> <C> <C> <C>
Year Ending December 31, 1995:
Salaries............................... $ 222,000 $ 439,000 $ 661,000
Payroll taxes.......................... 18,000 37,000 55,000
Employee benefits...................... 22,000 39,000 61,000
Six-Month Period Ending June 30, 1996:
Salaries............................... $ 32,000 $ 126,000 $ 158,000
Payroll taxes.......................... 3,000 11,000 14,000
Employee benefits...................... 5,000 18,000 23,000
</TABLE>

Interest expense and loan costs were allocated to the two entities based
upon loan proceeds received. For the year ending December 31, 1995 and the
six-month period ending June 30, 1996, these costs were allocated as follows:

<TABLE>
<CAPTION>
KXLI KVBM TOTAL
-------- --------- ---------
<S> <C> <C> <C>
Year Ending December 31, 1995:
Interest expense.......................... $ 32,741 $ 154,308 $ 187,047
Six-Month Period Ending June 30, 1996:
Interest expense.......................... $ 12,807 $ 60,794 $ 73,601
</TABLE>

At December 31, 1995, the total amount due to KVBM by KXLI was $67,268. At
June 30, 1996, KXLI assets include $17,155 in amounts due from KVBM.

F-100
<PAGE> 248

KXLI
(A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANT'S REPORT

Joint Operations Charge:

Under the terms of the Joint Operations Agreement KVBM and KXLI were to
each pay 50% of their net operating income to the other party.

The Joint Operations Agreement was amended subsequent to December 31, 1995
(see Note 12).

NOTE 9. RELATED PARTY TRANSACTIONS

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------- ------------
<S> <C> <C>
Amounts due to related parties included in accounts
payable.............................................. $ 0 $9,263
</TABLE>

NOTE 10. PROGRAMMING OBLIGATIONS

KVBM entered into an agreement in 1993 to repurchase all of its issued and
outstanding non-voting common shares, and other direct and indirect interests in
KVBM. In conjunction with that agreement KVBM agreed to air a pre-determined
number of commercial spots during the first five years of KVBM's on-air
operations, or until the number of spots specified in the agreement has been
attained. In exchange for an option to acquire shares of KVBM, KXLI has agreed
to air 60% of the spots on Channel 41 (KXLI); the remaining 40% will be aired on
Channel 45 (KVBM). KXLI recorded an obligation in the amount of $110,000 in
conjunction with this matter. This amount is the present value of the estimated
fair value of KXLI's programming obligation. KXLI also recorded a corresponding
asset for $110,000 and has classified this amount as a development option.

Programming obligations consisted of the following:

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------- ------------
<S> <C> <C>
Programming obligations................................ $100,970 $108,831
Less estimated current maturities...................... 37,000 37,000
-------- --------
Total long-term maturities............................. $ 63,970 $ 71,831
======== ========
</TABLE>

NOTE 11. TOWER SPACE LEASES

KXLI leases space on the towers in Big Lake and Hader to various
communications companies with remaining terms ranging from 3 to 50 years.
Several of the leases are cancelable by either party with six months notice.

Minimum lease payments to be received as of December 31, 1995 are as
follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
---------------------------------------------------------- --------
<S> <C>
1996...................................................... $ 28,500
1997...................................................... 29,000
1998...................................................... 29,500
1999...................................................... 22,500
2000...................................................... 23,000
-------
Total minimum lease payments to be received............... $132,500
=======
</TABLE>

F-101
<PAGE> 249

KXLI
(A DIVISION OF KX ACQUISITION LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEE ACCOUNTANT'S REPORT

NOTE 12. SUBSEQUENT EVENTS

Amendment to Joint Operations Agreement with KVBM:

On May 17, 1996, KXLI and KVBM agreed to an amendment to the original Joint
Operations Agreement. The amendment redefines the calculation of the
compensation that each party is obligated to pay to the other. Each party agrees
to pay to the other 50% of its 'tax adjusted cash flow' on a quarterly basis
which is defined as operating income minus the sum of i) payments of principal
and interest on the bank loans, ii) cash expenditures for capital equipment
purchases and iii) assumed income tax payments calculated using an effective
rate of 46%, divided by 1 minus the effective rate. The amendment also provides
for the allocation of joint administrative, personnel and overhead to each party
on a fifty-fifty basis.

The provisions of the amendment which redefine compensation between the
parties are effective April 1, 1996. In addition, KXLI and KVBM each agreed to
release any and all claims arising on or before March 31, 1996 under the
Development Agreement and Option Agreement and the Joint Operations Agreement
and accordingly, the December 31, 1995 financial statements do not reflect the
joint operations charge as contemplated in the original agreement. The June 30,
1996 financial statements reflect a net expense of $23,967 as calculated
according to the provisions of the amended agreement for the period April 1
through June 30, 1996.

On May 17, 1996, KLXI entered into a letter of agreement in conjunction
with the Amendment to Development Agreement and Option Agreement which provides
for a distribution of $132,000 to KLXI's limited partner. This distribution
remains unpaid at June 30, 1996.

KLXI has agreed to maintain a cash reserve of $75,000 to be held in common
for the benefit of KLXI and KVBM to maintain adequate operations for both
parties. Cash in excess of $75,000 is available for distribution to KLXI's
limited partner.

Sale of Assets:

On June 11, 1996, KX Acquisition Limited Partnership entered into an
agreement to sell substantially all the assets of KXLI to Paxson Communications
of Minneapolis-41, Inc. for $12,000,000. An earnest money deposit of $350,000
was received prior to June 30, 1996. This sale, and the assignment of the FCC
license in conjunction with the sale, is subject to approval by the FCC.

The Joint Operations Agreement referred to above is between KX Acquisition
Limited Partnership and KVBM Television, Inc. Paxson Communications is not a
party to this agreement.

F-102
<PAGE> 250
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company or the Underwriters. This Prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any security
other than the New Preferred Stock offered by this Prospectus, nor does it
constitute an offer to sell or a solicitation of an offer to buy the New
Preferred Stock by anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that information herein is correct as of any time subsequent to the date
hereof.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Proposed Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Historical and Pro Forma
Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of the New Preferred Stock and Exchange
Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P-1
Index of Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

-------------------

PROSPECTUS

-------------------

[LOGO]

PAXSON
COMMUNICATIONS
CORPORATION

150,000 Shares

% Cumulative Exchangeable
Preferred Stock

BT Securities Corporation

Goldman, Sachs & Co.

First Union Capital Markets Corp.
(as advisor)

, 1996
-----------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 251

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Registration fees - Securities and Exchange Commission . . . . . . . . . . . . $ 51,724
--------------------------
NASD Filing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,500
--------------------------
Legal fees and expenses* . . . . . . . . . . . . . . . . . . . . . . . . . . .
--------------------------
Accounting fees and expenses* . . . . . . . . . . . . . . . . . . . . . . . . .
--------------------------
Printing and engraving expenses* . . . . . . . . . . . . . . . . . . . . . . .
--------------------------
Blue Sky fees and expenses* . . . . . . . . . . . . . . . . . . . . . . . . . .
--------------------------
Transfer Agent's fees and expenses* . . . . . . . . . . . . . . . . . . . . . .
--------------------------
Miscellaneous* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
--------------------------
TOTAL . . . . . . . $
--------------------------
</TABLE>

- --------------------------------
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is a Delaware corporation. The Company's Certificate of
Incorporation and Bylaws provide for the mandatory indemnification of the
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law. Reference is made to the Delaware General Corporation Law and
to Section 145 thereof, which permits, and in some cases requires,
indemnification of directors, officers, employees and agents of the Company
under certain circumstances, subject to certain limitations.

The Delaware general corporation law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than derivative
actions that are by or in the right of the corporation) if they acted in good
faith and in a manner they reasonably believe to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was illegal. A
similar standard of care is applicable in the case of derivative actions,
except that indemnification extends only to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such an action, and
court approval is required before there can be any indemnification if the
person seeking indemnification has been found liable to the corporation.

The underwriters also will agree to indemnify the directors and
officers of the Company against certain liabilities as set forth in Section __
of the Underwriting Agreement (see Exhibit 1 hereof).

The Company has purchased insurance with respect to, among other
things, any liabilities that may arise under the statutory provisions referred
to above.

II-1
<PAGE> 252

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
1 -- Underwriting Agreement+
3.1 -- Certificate of Designation+
3.2.1 -- Articles of Incorporation of Paxson Communications of Florida, Inc.*
3.2.2 -- Bylaws of Paxson Communications of Florida, Inc.*
3.3.1 -- Articles of Incorporation of Paxson Communications LP, Inc.*
3.3.2 -- Bylaws of Paxson Communications LP, Inc.*
3.4.1 -- Articles of Incorporation of Paxson Communications Management Company*
3.4.2 -- Bylaws of Paxson Communications Management Company*
3.5.1 -- Articles of Incorporation of Paxson Communications Marketing, Inc.*
3.5.2 -- Bylaws of Paxson Communications Marketing, Inc.*
3.6.1 -- Articles of Incorporation of Paxson Communications Networks, Inc.*
3.6.2 -- Bylaws of Paxson Communications Networks, Inc.*
3.7.1 -- Articles of Incorporation of Excel Marketing Enterprises, Inc.*
3.7.2 -- Bylaws of Excel Marketing Enterprises, Inc.*
3.8.1 -- Articles of Incorporation of Paxson Outdoor, Inc.*
3.8.2 -- Bylaws of Paxson Outdoor, Inc.*
3.9.1 -- Articles of Incorporation of Paxson Networks, Inc.*
3.9.2 -- Bylaws of Paxson Networks, Inc.*
3.10.1 -- Articles of Incorporation of Paxson Communications Television, Inc.*
3.10.2 -- Bylaws of Paxson Communications Television, Inc.*
3.11.1 -- Limited Partnership Agreement of Paxson Broadcasting of Jacksonville, Limited Partnership*
3.11.2 -- Certificate of Limited Partnership of Paxson Broadcasting of Jacksonville, Limited Partnership*
3.12.1 -- Limited Partnership Agreement of Paxson Broadcasting of Miami, Limited Partnership*
3.12.2 -- Certificate of Limited Partnership of Paxson Broadcasting of Miami, Limited Partnership*
3.13.1 -- Limited Partnership Agreement of Paxson Broadcasting of Orlando, Limited Partnership*
3.13.2 -- Certificate of Limited Partnership of Paxson Broadcasting of Orlando, Limited Partnership*
3.14.1 -- Limited Partnership Agreement of Paxson Broadcasting of Tampa, Limited Partnership*
3.14.2 -- Certificate of Limited Partnership of Paxson Broadcasting of Tampa, Limited Partnership*
3.15.1 -- Limited Partnership Agreement of Paxson Tampa License Limited Partnership*
3.15.2 -- Certificate of Limited Partnership of Paxson Tampa License Limited Partnership*
3.16.1 -- Limited Partnership Agreement of Paxson Jacksonville License Limited Partnership*
3.16.2 -- Certificate of Limited Partnership of Paxson Jacksonville License Limited Partnership*
3.17.1 -- Limited Partnership Agreement of Paxson Miami License Limited Partnership*
3.17.2 -- Certificate of Limited Partnership of Paxson Miami License Limited Partnership*
3.18.1 -- Limited Partnership Agreement of Paxson Orlando License Limited Partnership*
3.18.2 -- Certificate of Limited Partnership of Paxson Orlando License Limited Partnership*
3.19.1 -- Limited Partnership Agreement of Paxson Communications of Atlanta-14, Inc.*
3.19.2 -- Certificate of Limited Partnership of Paxson Communications of Atlanta-14, Inc.*
3.20.1 -- Articles of Incorporation of Paxson Atlanta License, Inc.*
3.20.2 -- Bylaws of Paxson Atlanta License, Inc.*
3.21.1 -- Articles of Incorporation of Paxson Communications of Boston-60, Inc.*
3.21.2 -- Bylaws of Paxson Communications of Boston-60, Inc.*
3.22.1 -- Articles of Incorporation of Paxson Boston License, Inc.*
3.22.2 -- Bylaws of Paxson Boston License, Inc.*
</TABLE>

II-2
<PAGE> 253

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
3.23.1 -- Articles of Incorporation of Paxson Communications of Dallas-68, Inc.*
3.23.2 -- Bylaws of Paxson Communications of Dallas-68, Inc.*
3.24.1 -- Articles of Incorporation of Paxson Dallas License, Inc.*
3.24.2 -- Bylaws of Paxson Dallas License, Inc.*
3.25.1 -- Articles of Incorporation of Paxson Communications of New London-26, Inc.*
3.25.2 -- Bylaws of Paxson Communications of New London-26, Inc.*
3.26.1 -- Articles of Incorporation of Paxson New London License, Inc.*
3.26.2 -- Bylaws of Paxson New London License, Inc.*
3.27.1 -- Articles of Incorporation of Paxson Communications of Philadelphia-61, Inc.*
3.27.2 -- Bylaws of Paxson Communications of Philadelphia-61, Inc.*
3.28.1 -- Articles of Incorporation of Paxson Philadelphia License, Inc.*
3.28.2 -- Bylaws of Paxson Philadelphia License, Inc.*
3.29.1 -- Articles of Incorporation of Paxson Communications of Miami-35, Inc.*
3.29.2 -- Bylaws of Paxson Communications of Miami-35, Inc.*
3.30.1 -- Articles of Incorporation of Paxson Communications of San Jose-65, Inc.*
3.30.2 -- Bylaws of Paxson Communications of San Jose-65, Inc.*
3.31.1 -- Articles of Incorporation of Paxson San Jose License, Inc.*
3.31.2 -- Bylaws of Paxson San Jose License, Inc.*
3.32.1 -- Articles of Incorporation of Paxson Communications of Tampa-66, Inc.*
3.32.2 -- Bylaws of Paxson Communications of Tampa-66, Inc.*
3.33.1 -- Articles of Incorporation of Paxson Communications of West Palm Beach-25, Inc.*
3.33.2 -- Bylaws of Paxson Communications of West Palm Beach-25, Inc.*
3.34.1 -- Articles of Incorporation of Paxson West Palm Beach License, Inc.*
3.34.2 -- Bylaws of Paxson West Palm Beach License, Inc.*
3.35.1 -- Articles of Incorporation of Paxson Communications of Los Angeles-30, Inc.*
3.35.2 -- Bylaws of Paxson Communications of Los Angeles-30, Inc.*
3.36.1 -- Articles of Incorporation of Paxson Los Angeles License, Inc.*
3.36.2 -- Bylaws of Paxson Los Angeles License, Inc.*
3.37.1 -- Articles of Incorporation of Paxson Communications of Minneapolis-41, Inc.*
3.37.2 -- Bylaws of Paxson Communications of Minneapolis-41, Inc.*
3.38.1 -- Articles of Incorporation of Paxson Communications of St. Louis-13, Inc.*
3.38.2 -- Bylaws of Paxson Communications of St. Louis-13, Inc.*
3.39.1 -- Articles of Incorporation of Paxson Minneapolis License, Inc.*
3.39.2 -- Bylaws of Paxson Minneapolis License, Inc.*
3.40.1 -- Articles of Incorporation of Paxson Communications of Cookeville, Inc.*
3.40.2 -- Bylaws of Paxson Communications of Cookeville, Inc.*
3.41.1 -- Articles of Incorporation of Paxson Cookeville License, Inc.*
3.41.2 -- Bylaws of Paxson Cookeville License, Inc.*
3.42.1 -- Articles of Incorporation of Paxson Communications of Ft. Pierce-34, Inc.*
3.42.2 -- Bylaws of Paxson Communications of Ft. Pierce-34, Inc.*
3.43.1 -- Articles of Incorporation of Paxson Communications of Orlando-56, Inc.*
3.43.2 -- Bylaws of Paxson Communications of Orlando-56, Inc.*
3.44.1 -- Articles of Incorporation of Paxson Communications of Houston-49, Inc.*
3.44.2 -- Bylaws of Paxson Communications of Houston-49, Inc.*
3.45.1 -- Articles of Incorporation of Paxson Houston License, Inc.*
3.45.2 -- Bylaws of Paxson Houston License, Inc.*
3.46.1 -- Articles of Incorporation of Infomall TV Network, Inc.*
3.46.2 -- Bylaws of Infomall TV Network, Inc.*
</TABLE>

II-3
<PAGE> 254

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
3.47.1 -- Articles of Incorporation of Paxson St. Louis License, Inc.*
3.47.2 -- Bylaws of Paxson St. Louis License, Inc.*
3.48.1 -- Articles of Incorporation of Infomall Cable Network, Inc.*
3.48.2 -- Bylaws of Infomall Cable Network, Inc.*
3.49.1 -- Articles of Incorporation of Paxson Communications of Cleveland-67, Inc.*
3.49.2 -- Bylaws of Paxson Communications of Cleveland-67, Inc.*
3.50.1 -- Articles of Incorporation of Paxson Communications of Washington-60, Inc.*
3.50.2 -- Bylaws of Paxson Communications of Washington-60, Inc.*
3.51.1 -- Articles of Incorporation of Paxson Washington License, Inc.*
3.51.2 -- Bylaws of Paxson Washington License, Inc.*
3.52.1 -- Articles of Incorporation of Paxson Communications of Phoenix-13, Inc.*
3.52.2 -- Bylaws of Paxson Communications of Phoenix-13, Inc.*
3.53.1 -- Articles of Incorporation of Paxson Phoenix License, Inc.*
3.53.2 -- Bylaws of Paxson Phoenix License, Inc.*
3.54.1 -- Articles of Incorporation of Infomall Los Angeles, Inc.*
3.54.2 -- Bylaws of Infomall Los Angeles, Inc.*
3.55.1 -- Articles of Incorporation of Paxson Communications of Milwaukee-55, Inc.*
3.55.2 -- Bylaws of Paxson Communications of Milwaukee-55, Inc.*
3.56.1 -- Articles of Incorporation of Paxson Communications of Denver-59, Inc.*
3.56.2 -- Bylaws of Paxson Communications of Denver-59, Inc.*
3.57.1 -- Articles of Incorporation of Paxson Communications of New York-43, Inc.*
3.57.2 -- Bylaws of Paxson Communications of New York-43, Inc.*
3.58.1 -- Articles of Incorporation of Paxson New York License, Inc.*
3.58.2 -- Bylaws of Paxson New York License, Inc.*
3.59.1 -- Articles of Incorporation of Paxson Communications of Akron-23, Inc.*
3.59.2 -- Bylaws of Paxson Communications of Akron-23, Inc.*
3.60.1 -- Articles of Incorporation of Paxson Akron License, Inc.*
3.60.2 -- Bylaws of Paxson Akron License, Inc.*
3.61.1 -- Articles of Incorporation of Paxson Communications of Dayton-26, Inc.*
3.61.2 -- Bylaws of Paxson Communications of Dayton-26, Inc.*
3.62.1 -- Articles of Incorporation of Paxson Sports of Miami, Inc.
3.62.2 -- Bylaws of Paxson Sports of Miami, Inc.
3.63.1 -- Articles of Incorporation of Paxson Communications of San Juan, Inc.
3.63.2 -- Bylaws of Paxson Communications of San Juan, Inc.
3.64.1 -- Articles of Incorporation of Paxson Communications of Battle Creek-43, Inc.
3.64.2 -- Bylaws of Paxson Communications of Battle Creek-43, Inc.
3.65.1 -- Articles of Incorporation of Paxson Communications of Albany-55, Inc.
3.65.2 -- Bylaws of Paxson Communications of Albany-55, Inc.
3.66.1 -- Articles of Incorporation of Paxson Albany License, Inc.
3.66.2 -- Bylaws of Paxson Albany License, Inc.
3.67.1 -- Articles of Incorporation of Paxson Communications of Raleigh Durham-47, Inc.
3.67.2 -- Bylaws of Paxson Communications of Raleigh Durham-47, Inc.
3.68.1 -- Articles of Incorporation of Paxson Communications L.P.T.V., Inc.
3.68.2 -- Bylaws of Paxson Communications L.P.T.V., Inc.
3.69.1 -- Articles of Incorporation of Paxson Dayton License, Inc.
3.69.2 -- Bylaws of Paxson Dayton License, Inc.
3.70.1 -- Articles of Incorporation of Paxson Denver License, Inc.
3.70.2 -- Bylaws of Paxson Denver License, Inc.
</TABLE>

II-4
<PAGE> 255

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
3.71.1 -- Articles of Incorporation of Paxson Communications of Providence-69, Inc.
3.71.2 -- Bylaws of Paxson Communications of Providence-69, Inc.
3.72.1 -- Articles of Incorporation of Paxson Communications of Salt Lake City-16, Inc.
3.72.2 -- Bylaws of Paxson Communications of Salt Lake City-16, Inc.
3.73.1 -- Articles of Incorporation of Paxson Communications of Greensboro-16, Inc.
3.73.2 -- Bylaws of Paxson Communications of Greensboro-16, Inc.
3.74.1 -- Articles of Incorporation of Paxson Greensboro License, Inc.
3.74.2 -- Bylaws of Paxson Greensboro License, Inc.
3.75.1 -- Articles of Incorporation of Paxson Communications of Tulsa-44, Inc.
3.75.2 -- Bylaws of Paxson Communications of Tulsa-44, Inc.
3.76.1 -- Articles of Incorporation of Paxson Communications of Tallahassee, Inc.
3.76.2 -- Bylaws of Paxson Communications of Tallahassee, Inc.
3.77.1 -- Articles of Incorporation of Paxson Tallahassee License, Inc.
3.77.2 -- Bylaws of Paxson Tallahassee License, Inc.
3.78.1 -- Articles of Incorporation of Pax Jax, Inc.
3.78.2 -- Bylaws of Pax Jax, Inc.
3.79.1 -- Articles of Incorporation of Paxson Sports Ventures Company
3.79.2 -- Bylaws of Paxson Sports Ventures Company
3.80.1 -- Articles of Incorporation of PCC Direct, Inc.
3.81.2 -- Bylaws of PCC Direct, Inc.
3.83.1 -- Articles of Incorporation of Paxson Communications of Oklahoma City-62, Inc.
3.83.2 -- Bylaws of Paxson Communications of Oklahoma City-62, Inc.
3.84.1 -- Articles of Incorporation of Paxson/R&R Network, Inc.
3.84.2 -- Bylaws of Paxson/R&R Network, Inc.
3.85.1 -- Articles of Incorporation of Paxson Communications of Sacramento-29, Inc.
3.85.2 -- Bylaws of Paxson Communications of Sacramento-29, Inc.
3.86.1 -- Articles of Incorporation of Paxson Sacramento License, Inc.
3.86.2 -- Bylaws of Paxson Sacramento License, Inc.
3.87.1 -- Articles of Incorporation of Paxson Communications of Seattle-24, Inc.
3.87.2 -- Bylaws of Paxson Communications of Seattle-24, Inc.
3.88.1 -- Articles of Incorporation of Paxson Seattle License, Inc.
3.88.2 -- Bylaws of Paxson Seattle License, Inc.
3.89.1 -- Articles of Incorporation of Paxson Communications of Boston-46, Inc.
3.89.2 -- Bylaws of Paxson Communications of Boston-46, Inc.
3.90.1 -- Articles of Incorporation of Paxson Communications of Little Rock-42, Inc.
3.90.2 -- Bylaws of Paxson Communications of Little Rock-42, Inc.
3.91.1 -- Articles of Incorporation of Paxson Little Rock License, Inc.
3.91.2 -- Bylaws of Paxson Little Rock License, Inc.
3.92.1 -- Articles of Incorporation of Paxson Communications of Phoenix-51, Inc.
3.92.2 -- Bylaws of Paxson Communications of Phoenix-51, Inc.
3.93.1 -- Articles of Incorporation of Paxson Communications of Birmingham-44, Inc.
3.93.2 -- Bylaws of Paxson Communications of Birmingham-44, Inc.
3.94.1 -- Articles of Incorporation of Paxson Birmingham License, Inc.
3.95.2 -- Bylaws of Paxson Birmingham License, Inc.
4.1 -- Old Indenture.*
4.2 -- Indenture dated as of , 1996 by and between Paxson Communications Corporation, the guarantors named
therein and , as Trustee, with respect of the Exchange Debentures.+
5.1 -- Opinion of Holland & Knight regarding the legality of the New Preferred Stock,
including consent.+
</TABLE>

II-5
<PAGE> 256

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
7.1 -- Opinion of Holland & Knight regarding liquidation preference matters, including consent.+

12 -- Calculation of ratio of earnings to combined fixed charges and preferred stock dividends.
23.1 -- Consent of Price Waterhouse LLP.
23.2 -- Consent of Holland & Knight (exhibit 5.1).
23.3 -- Consent of Holland & Knight (exhibit 7.1).
23.4 -- Consent of Dow, Lohnes & Albertson+
23.5 -- Consent of Mathieson Aitken Jemison, LLP
23.6 -- Consent of Robert Rossi & Company
23.7 -- Consent of Schweitzer Rubin Karon & Premier
24.1 -- Powers of Attorney (included on signature pages to Registration Statement).
25.1 -- Statement of Eligibility of Trustee on Form T-1 dated , 1996 relating to Exchange Debentures
(No. 22- ).+
- ----------
</TABLE>

+ To be filed by amendment.
* Filed with the Company's Registration Statement on Form S-4, as
amended, dated January 23, 1996 (Registration No. 33-63765,
incorporated herein by reference).

(b) Financial Statement Schedules

All financial statement schedules are omitted because they are either
not applicable or the required information is included in the financial
statements or notes thereto appearing elsewhere in this Registration Statement.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in said
act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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.

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-6
<PAGE> 257

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, PAXSON
COMMUNICATIONS CORPORATION, a Delaware corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of West Palm
Beach, State of Florida, on August 15, 1996.

PAXSON COMMUNICATIONS CORPORATION

By: /s/ Lowell W. Paxson
------------------------------------
Lowell W. Paxson
Chairman of the Board

POWER OF ATTORNEY

Each of the undersigned officers and directors of PAXSON
COMMUNICATIONS CORPORATION (the "Company"), a Delaware corporation, for himself
and not for one another, does hereby constitute and appoint ANTHONY L. MORRISON
and ARTHUR D. TEK, and each and either of them and his substitutes, a true and
lawful attorney in his name, place and stead, in any and all capacities, to
sign his name to any and all amendments to this registration statement,
including post-effective amendments, and to cause the same to be filed with the
Securities and Exchange Commission, granting unto said attorneys and each of
them full power of substitution and full power and authority to do and perform
any act and thing necessary and proper to be done in the premises, as fully to
all intents and purposes as the undersigned could do if personally present, and
each of the undersigned for himself hereby ratifies and confirms all that said
attorneys or any one of them shall lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 August 15, 1996
Lowell W. Paxson Executive Officer, and
Director (Principal
Executive Officer)

/s/ Arthur D. Tek
- --------------------------------------------- Vice President, Chief August 15, 1996
Arthur D. Tek Financial Officer, and
Director (Principal
Financial Officer)

/s/ Kenneth M. Gamache
- --------------------------------------------- Controller (Principal August 15, 1996
Kenneth M. Gamache Accounting Officer)

/s/ James B. Bocock
- --------------------------------------------- President, Chief Operating August 15, 1996
James B. Bocock Officer, and Director

/s/ Bruce L. Burnham
- --------------------------------------------- Director August 15, 1996
Bruce L. Burnham
</TABLE>

II-7
<PAGE> 258

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ James L. Greenwald
- --------------------------------------------- Director August 15 , 1996
James L. Greenwald

/s/ John A. Kornreich
- --------------------------------------------- Director August 15 , 1996
John A. Kornreich

/s/ Michael J. Marocco
- --------------------------------------------- Director August 15 , 1996
Michael J. Marocco

/s/ J. Patrick Michaels, Jr.
- --------------------------------------------- Director August 15 , 1996
J. Patrick Michaels, Jr.

/s/ S. William Scott
- --------------------------------------------- Director August 15 , 1996
S. William Scott
</TABLE>

II-8
<PAGE> 259

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, each of the Registrants listed directly below certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its
behalf, respectively, by the undersigned, thereunto duly authorized in the City
of West Palm Beach, State of Florida, on August 15, 1996.

GUARANTORS:

PAXSON COMMUNICATIONS OF FLORIDA, INC., a Florida corporation
PAXSON COMMUNICATIONS LP, INC., a Florida corporation
PAXSON COMMUNICATIONS MANAGEMENT COMPANY, a Florida corporation
PAXSON COMMUNICATIONS MARKETING, INC., a Florida corporation
PAXSON COMMUNICATIONS NETWORKS, INC., a Florida corporation
EXCEL MARKETING ENTERPRISES, INC., a Florida corporation
PAXSON OUTDOOR, INC., a Florida corporation
PAXSON NETWORKS, INC., a Florida corporation
PAXSON COMMUNICATIONS TELEVISION, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ATLANTA-14, INC., a Florida corporation
PAXSON ATLANTA LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF BOSTON-60, INC., a Florida corporation
PAXSON BOSTON LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF DALLAS-68, INC., a Florida corporation
PAXSON DALLAS LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF NEW LONDON-26, INC., a Florida corporation
PAXSON NEW LONDON LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC., a Florida corporation
PAXSON PHILADELPHIA LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF MIAMI-35, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SAN JOSE-65, INC., a Florida corporation
PAXSON SAN JOSE LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF TAMPA-66, INC., a Florida corporation
PAXSON COMMUNICATIONS OF WEST PALM BEACH-25, INC., a Florida corporation
PAXSON WEST PALM BEACH LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC., a Florida corporation
PAXSON LOS ANGELES LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ST. LOUIS-13, INC., a Florida corporation
PAXSON MINNEAPOLIS LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF COOKEVILLE, INC., a Florida corporation
PAXSON COOKEVILLE LICENSE, INC., a Florida corporation

II-9
<PAGE> 260

PAXSON COMMUNICATIONS OF FT. PIERCE-34, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ORLANDO-56, INC., a Florida corporation
PAXSON COMMUNICATIONS OF HOUSTON-49, INC., a Florida corporation
PAXSON HOUSTON LICENSE, INC., a Florida corporation
INFOMALL TV NETWORK, INC., a Delaware corporation
PAXSON ST. LOUIS LICENSE, INC., a Florida corporation
INFOMALL CABLE NETWORK, INC., a Delaware corporation
PAXSON COMMUNICATIONS OF CLEVELAND-67, INC., a Florida corporation
PAXSON COMMUNICATIONS OF WASHINGTON-60, INC., a Florida corporation
PAXSON WASHINGTON LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF PHOENIX-13, INC., a Florida corporation
PAXSON PHOENIX LICENSE, INC., a Florida corporation
INFOMALL LOS ANGELES, INC., a Florida corporation
PAXSON COMMUNICATIONS OF MILWAUKEE-55, INC., a Florida corporation
PAXSON COMMUNICATIONS OF DENVER-59, INC., a Florida corporation
PAXSON COMMUNICATIONS OF NEW YORK-43, INC., a Florida corporation
PAXSON NEW YORK LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF AKRON-23, INC., a Florida corporation
PAXSON AKRON LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF DAYTON-26, INC., a Florida corporation
PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC., a Florida corporation
PAXSON COMMUNICATIONS OF ALBANY-55, INC., a Florida corporation
PAXSON COMMUNICATIONS OF RALEIGH DURHAM-47, INC., a Florida corporation
PAXSON COMMUNICATIONS L.P.T.V., INC., a Florida corporation
PAXSON DAYTON LICENSE, INC., a Florida corporation
PAXSON DENVER LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SALT LAKE CITY-16, INC., a Florida corporation
PAXSON SPORTS OF MIAMI, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SAN JUAN, INC., a Florida corporation
PAXSON COMMUNICATIONS OF BOSTON-46, INC., a Florida corporation
PAXSON COMMUNICATIONS OF PHOENIX-51, INC., a Florida corporation
PAXSON COMMUNICATIONS OF LITTLE ROCK-42, INC., a Florida corporation
PAXSON LITTLE ROCK LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC., a Florida corporation
PAXSON BIRMINGHAM LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF GREENSBORO-16, INC., a Florida corporation

II-10
<PAGE> 261

PAXSON GREENSBORO LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF TULSA-44, INC., a Florida corporation
PAXSON COMMUNICATIONS OF TALLAHASSEE, INC., a Florida corporation
PAX JAX, INC., a Florida corporation
PAXSON SPORTS VENTURES COMPANY, a Florida corporation
PCC DIRECT, INC., a Florida corporation
PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC., a Florida corporation
PAXSON TALLAHASSEE LICENSE, INC., a Florida corporation
PAXSON/R&R NETWORK, INC., a Florida corporation
PAXSON ALBANY LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.,a Florida corporation
PAXSON SACRAMENTO LICENSE, INC., a Florida corporation
PAXSON COMMUNICATIONS OF SEATTLE-24, INC., a Florida corporation
PAXSON SEATTLE LICENSE, INC., a Florida corporation

By: /s/ Lowell W. Paxson
---------------------------------------------------------------------
Name: Lowell W. Paxson
Title: Chairman and Director

POWER OF ATTORNEY

Each of the undersigned officers and directors of Registrants listed
directly above, for himself and not for one another, does hereby constitute and
appoint ANTHONY L. MORRISON and ARTHUR D. TEK, and each and any of them and his
substitutes, a true and lawful attorney in his name, place and stead, in any
and all capacities, to sign his name to any and all amendments to this
registration statement, including post-effective amendments, and to cause the
same to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power of substitution and full power and
authority to do and perform any act and thing necessary and proper to be done
in the premises, as fully to all intents and purposes as the undersigned could
do if personally present, and each of the undersigned for himself hereby
ratifies and confirms all that said attorneys or any one of them shall lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 and Director (Principal) August 15, 1996
Lowell W. Paxson Executive Officer)

/s/ Arthur D. Tek
- --------------------------------------------- Vice President and Chief August 15, 1996
Arthur D. Tek Financial Officer (Principal
Financial Officer)

</TABLE>

II-11
<PAGE> 262

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, each of the Registrants listed directly below certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its
behalf, respectively, by the undersigned, thereunto duly authorized, in the
City of West Palm Beach, State of Florida, on , 1996.

PAXSON BROADCASTING OF JACKSONVILLE, LIMITED PARTNERSHIP, a Florida
limited partnership
PAXSON BROADCASTING OF MIAMI, LIMITED PARTNERSHIP, a Florida limited
partnership
PAXSON BROADCASTING OF ORLANDO, LIMITED PARTNERSHIP, a Florida
limited partnership
PAXSON BROADCASTING OF TAMPA, LIMITED PARTNERSHIP, a Florida limited
partnership
PAXSON TAMPA LICENSE LIMITED PARTNERSHIP, a Florida limited partnership
PAXSON JACKSONVILLE LICENSE LIMITED PARTNERSHIP, a Florida limited
partnership
PAXSON MIAMI LICENSE LIMITED PARTNERSHIP, a Florida limited partnership
PAXSON ORLANDO LICENSE LIMITED PARTNERSHIP, a Florida limited
partnership

By: Paxson Communications of Florida, Inc., the general partner of
each of the entities listed above

By: /s/ Lowell W. Paxson
--------------------------------------------------------------------
Name: Lowell W. Paxson
Title: Chairman and sole Director

POWER OF ATTORNEY

The undersigned officer and director of the general partner of the
Registrants listed directly above, does hereby constitute and appoint ANTHONY
L. MORRISON and ARTHUR D. TEK, and each and any of them and his substitutes, a
true and lawful attorney in his name,place and stead, in any and all
capacities, to sign his name to any and all amendments to this registration
statement, including post-effective amendments, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power of substitution and full power and authority to do
and perform any act and thing necessary and proper to be done in the premises,
as fully to all intents and purposes as the undersigned could do if personally
present, and the undersigned for himself hereby ratifies and confirms all that
said attorneys or any one of them shall lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following person in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Lowell W. Paxson
- -------------------------------------------- Chairman and sole Director August 15, 1996
Lowell W. Paxson of Paxson Communications of
Florida, Inc.
</TABLE>

II-12

<PAGE> 1
Exhibit 3.62.1

ARTICLES OF INCORPORATION
OF
PAXSON SPORTS OF MIAMI, INC.

The undersigned, acting as incorporator of PAXSON SPORTS OF MIAMI, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON SPORTS OF MIAMI, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

18401 U.S. Highway 19, North
Clearwater, Florida 34624

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.

<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of the corporation is
18401 U.S. Highway 19 North, Clearwater, Florida 34624, and the name of the
corporation's initial registered agent at that address is William L. Watson.

ARTICLE VII. INITIAL BOARD OF DIRECTORS

The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address
of the initial director is:

Name Address
---- -------

Lowell W. Paxson 700 Spottis Woode Lane
Clearwater, Florida 34624

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 18401 U.S. Highway 19, North
Clearwater, Florida 34624

The incorporator of the corporation assigns to this corporation his rights
under Section 607.0201, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.

ARTICLE IX. BYLAWS

The power to adopt, alter, amend, or repeal bylaws shall be vested in the
board of directors and the shareholders, except that the board of directors may
not amend or repeal any bylaw adopted by the shareholders if the shareholders
specifically provide that the bylaw is not subject to amendment or repeal by
the directors.

<PAGE> 3

ARTICLE X. AMENDMENTS

The corporation reserves the right to amend, alter, change, or repeal any
provision in these Articles of Incorporation in the manner prescribed by law,
and all rights conferred on shareholders are subject to this reservation.

The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 11 day of February, 1994.

/s/ William L. Watson
---------------------------------
William L. Watson, Incorporator

-3-

<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON SPORTS OF MIAMI, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 18401 U. S. Highway 19, North, City of
Clearwater, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:

Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.

/s/ William L. Watson
--------------------------------------
William L. Watson, Registered Agent

-4-

<PAGE> 1
Exhibit 3.62.2

AMENDED & RESTATED BYLAWS
OF
PAXSON SPORTS OF MIAMI,INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation for the election of directors and the
transaction of other business shall be held during the month of April each year
and on the date and at the time and place that the board of directors
determines. If any annual meeting is not held, by oversight or otherwise, a
special meeting shall be held as soon as practical, and any business transacted
or election held at that meeting shall be as valid as if transacted or held at
the annual meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose shall be held when called by the chairman of the
board, president, or the board of directors, or when demanded in writing by the
holders of not less than ten percent (unless a greater percentage not to exceed
fifty percent is required by the articles of incorporation) of all the shares
entitled to vote at the meeting. Such demand must be delivered to the
Corporation's secretary. A meeting demanded by shareholders shall be called
for a date not less than ten nor more than sixty days after the request is
made, unless the shareholders requesting the meeting designate a later date.
The secretary shall issue the call for the meeting, unless the president,
chairman of the board, the board of directors, or shareholders requesting the
meeting designate another person to do so. The shareholders at a special
meeting may transact only business that is related to the purposes stated in
the notice of the special meeting.

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

SECTION 4. NOTICE. A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered to each shareholder of record entitled to vote at the
meeting, not less than ten nor more than sixty days before the date set for the
meeting, either personally or by first-class mail, by or at the direction of
the chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.

SECTION 5. WAIVERS OF NOTICE. Whenever any notice is
required to be given to any shareholder of the Corporation under these bylaws,
the articles of incorporation, or the Florida Business Corporation Act, a
written waiver of notice, signed anytime by the person entitled to notice shall
be equivalent to giving notice. Attendance by a shareholder entitled to vote
at a meeting, in person or by proxy, shall constitute a waiver of (a) notice of
the meeting, except when the shareholder attends a meeting solely for the
purpose, expressed at the beginning of the
<PAGE> 2

meeting, of objecting to the transaction of any business because the meeting is
not lawfully called or convened, and (b) an objection to consideration of a
particular matter at the meeting that is not within the purpose of the meeting
unless the shareholders object to considering the matter when it is presented.

SECTION 6. RECORD DATE. For the purpose of determining the
shareholders for any purpose, the board of directors may either require the
stock transfer books to be closed for up to seventy days or fix a record date,
which shall be not more than seventy days before the date on which the action
requiring the determination is to be taken. However, a record date shall not
precede the date upon which the resolution fixing the record date is adopted.
If the transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.

SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete
alphabetical list of the names of the shareholders entitled to receive notice
of and to vote at the meeting shall be prepared by the secretary or other
authorized agent having charge of the stock transfer book. The list shall be
arranged by voting group and include each shareholder's address, and the
number, series, and class of shares held. The list must be made available at
least ten days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. The list must
be made available at the Corporation's principal office, registered agent's
office, transfer agent's office or at a place identified in the meeting notice
in the city where the meeting will be held. Any shareholder, his agent or
attorney, upon written demand and at his own expense may inspect the list
during regular business hours. The list shall be available at the meeting and
any shareholder, his agent or attorney is entitled to inspect the list at any
time during the meeting or its adjournment.

If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any shareholder in
person or by proxy, shall be adjourned until the requirements of this section
are met. If no demand for adjournment is made, failure to comply

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the
shares entitled to vote, represented in person or by proxy, constitutes a
quorum at a meeting of shareholders. If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is the act of
the shareholders unless otherwise provided by law. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.

Authorized but unissued shares including those redeemed or
otherwise reacquired by the corporation, and shares of stock of this
Corporation owned by another corporation the majority of the voting stock of
which is owned or controlled by this Corporation, directly or indirectly, at
any meeting shall not be counted in determining the total number of outstanding
shares at any time. The chairman of the board, the president, any vice
president, the secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares standing in the
name of a corporate shareholder, absent a bylaw or other instrument of the
corporate shareholder designating some other officer, agent, or proxy to vote
the shares. Shares held by an administrator, executor, guardian, or
conservator may be voted by him without a transfer of the shares into his name.
A trustee may vote shares standing in his name, but no trustee may vote shares
that are not transferred into his name. If he is authorized to do so by an
appropriate order of the court by which he was appointed, a receiver may vote
shares standing in his name or held by or under his control, without
transferring the shares into his name. A shareholder whose shares are pledged
may vote the shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee or his nominee shall be entitled to vote
the shares unless the instrument creating the pledge provides otherwise.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

SECTION 2. NUMBER. The Corporation shall have one director
initially. The number of directors may be increased or diminished from time to
time by action of the board of directors or shareholders, but no decrease shall
have the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.

SECTION 3. QUALIFICATION. Each member of the board of
directors must be a natural person who is eighteen years of age or older. A
director need not be a resident of Florida or a shareholder of the Corporation.

3
<PAGE> 4

SECTION 4. ELECTION AND TERM. The persons named in the
articles of incorporation as members of the initial board of directors shall
hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified or until their earlier resignation,
removal from office, or death. At the first annual meeting of shareholders and
at each annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualifies or until his earlier resignation, removal from office, or death.

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

SECTION 6. DUTIES OF DIRECTORS. A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he serves, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation.

SECTION 7. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is presumed
to have assented to the action unless he votes against it or expressly abstains
from voting on the action taken, or, he objects at the beginning of the meeting
to the holding of the meeting or transacting specific business at the meeting.

SECTION 8. VACANCIES. Unless filled by the shareholders, any
vacancy occurring in the board of directors, including any vacancy created
because of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even if the number
of remaining directors does not constitute a quorum of the board of directors.
A director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.

SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting
of shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.

A director may resign at any time by delivering written notice
to the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.

SECTION 10. QUORUM AND VOTING. A majority of the board of
directors constitutes a quorum for the transaction of business. The act of the
majority of the directors at a meeting at which a quorum is present is the act
of the board of directors.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 12. REGULAR MEETINGS. A regular meeting of the board
of directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board
of directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

SECTION 14. NOTICE OF MEETINGS. Written notice of the time
and place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of the meeting.

A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the board of directors to another time and
place. Notice of any adjourned meeting shall be given to the directors who
were not present at the time of the adjournment and, unless the time and place
of the adjourned meeting are announced at the time of the adjournment, to the
other directors.

ARTICLE III. OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall
consist of the chairman of the board, a president, a secretary, and a
treasurer, and may include one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers. The officers shall be
elected initially by the board of directors at the organizational meeting of
board of directors and thereafter at the first meeting of the board following
the annual meeting of the shareholders in each year. The board from time to
time may elect or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the board. An
elected or duly appointed officer may, in turn, appoint one or more officers or
assistant officers, unless the board of directors disapproves or rejects the
appointment. All officers shall hold office until their successors have been
appointed and have qualified or until their earlier resignation, removal from
office, or death. One person may simultaneously hold any two or more offices.
The failure to elect the chairman of the board, president, secretary,

5
<PAGE> 6

or treasurer shall not affect the existence of the Corporation.

SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board,
shall be the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.

SECTION 3. PRESIDENT. In the absence of the chairman of
board, the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.

SECTION 4. VICE PRESIDENTS. Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and shall have
the other powers and perform the other duties prescribed by the board of
directors, the chairman of the board, or the president. Unless the board
otherwise provides, if the chairman of the board and president are absent or
unable to act, the vice president who has served in that capacity for the
longest time and who is present and able to act shall perform all the duties
and may exercise any of the powers of the chairman of the board and president.
Any vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.

SECTION 5. SECRETARY. The secretary shall have the power to
sign contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.

SECTION 6. TREASURER. The treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation, (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit monies in the name of the
Corporation in the banks, trust companies, or other depositaries as shall be
selected by the board of directors, and (c) in general perform all the duties
incident to the office of treasurer and other duties as from time to time may
be assigned to him by the chairman of

6
<PAGE> 7

the board, the president, or the board of directors. If required by the board
of directors, the treasurer shall give a bond for the faithful discharge of his
duties in the sum and with the surety or sureties that the board of directors
determines.

SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected
or appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or
employee of the Corporation does not create any contract rights. The board of
directors may fill a vacancy, however occurring, in any office.

An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made
effective at a later date, its board of directors may fill the pending vacancy
before the effective date if the board of directors provides that the successor
does not take office until the effective date. An officer's resignation does
not affect the officer's contract rights, if any, with the corporation.

SECTION 8. SALARIES. The board of directors from time to
time shall fix the salaries of the officers, and no officer shall be prevented
from receiving his salary merely because he is also a director of the
Corporation.

ARTICLE IV. INDEMNIFICATION

Any person, his heirs, or personal representative, made, or
threatened to be made, a party to any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative,
because he is or was a director, officer, employee, or agent of this
Corporation or serves or served any other corporation or other enterprise in
any capacity at the request of this Corporation, shall be indemnified by this
Corporation, and this Corporation may advance his related expenses to the full
extent permitted by Florida law. In discharging his duty, any director,
officer, employee, or agent, when acting in good faith, may rely upon
information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by (1) one or more
officers or employees of the Corporation whom the director, officer, employee,
or agent reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to matters that
the director, officer, employee, or agent believes to be within that person's
professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent. The
foregoing right of indemnification or reimbursement shall not be exclusive of
other rights to which the person, his heirs, or personal representatives may be
entitled. The Corporation may,

7
<PAGE> 8

upon the affirmative vote of a majority of its board of directors, purchase
insurance for the purpose of indemnifying these persons. The insurance may be
for the benefit of all directors, officers, or employees.

ARTICLE V. STOCK CERTIFICATES

SECTION 1. ISSUANCE. Shares may but need not be represented
by certificates. The board of directors may authorize the issuance of some or
all of the shares of the Corporation of any or all of its classes or series
without certificates. If certificates are to be issued, the share must first
be fully paid.

SECTION 2. FORM. Certificates evidencing shares in this
Corporation shall be signed by the chairman of the board, president or a vice
president and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the seal of this
Corporation or a facsimile of the seal. Unless the Corporation's stock is
registered pursuant to every applicable securities law, each certificate shall
bear an appropriate legend restricting the transfer of the shares evidenced by
that certificate.

SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation may issue a new certificate in the place of any certificate
previously issued if the shareholder of record (a) makes proof in affidavit
form that the certificate has been lost, destroyed, or wrongfully taken, (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.

SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing
shares that are restricted as to sale, disposition, or other transfer shall
bear a legend summarizing the restriction or stating that the Corporation will
furnish to any shareholder, upon request and without charge, a full statement
of the restriction.

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

These bylaws may be repealed or amended, and additional bylaws
may be adopted, by either a vote of a majority of the full board of directors
or by vote of the holders of a majority of the issued and outstanding shares
entitled to vote, but the board of directors may not amend or repeal any bylaw
adopted by the shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors. In order to be
effective, any amendment approved hereby must be in writing and attached to
these Bylaws.

<PAGE> 1
Exhibit 3.63.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF SAN JUAN, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
SAN JUAN, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF SAN JUAN, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of the corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 25 day of January, 1996.

/s/ William L. Watson
---------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF SAN JUAN, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state. ACKNOWLEDGMENT:

/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent

<PAGE> 1
Exhibit 3.63.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF SAN JUAN, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

of treasurer and other duties as from time to time may be assigned to him by
the chairman of the board, the president, or the board of directors. If
required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his duties in the sum and with the surety or sureties
that the board of directors determines.

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

which the person, his heirs, or personal representatives may be entitled. The
Corporation may, upon the affirmative vote of a majority of its board of
directors, purchase insurance for the purpose of indemnifying these persons.
The insurance may be for the benefit of all directors, officers, or employees.

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.64.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
BATTLE CREEK-43, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 2 day of October, 1995.

/s/ William L. Watson
------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is
submitted: That PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC., desiring to
organize under the laws of the State of Florida with its initial registered
office, as indicated in the Articles of Incorporation, at 601 Clearwater Park
Road, City West Palm Beach, State of Florida, has named William L. Watson, as
its agent to accept service of process within this state.

ACKNOWLEDGMENT:

Having been named to accept service of process for the corporation
named above, at the place designated in this certificate, I agree to act in
that capacity, to comply with the provisions of the Florida Business
Corporation Act, and am familiar with, and accept, the obligations of that
position.

/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.64.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.

SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the shareholder attends a meeting solely for the purpose,
expressed at the beginning of the
<PAGE> 2

If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If
no demand for adjournment is made, failure to comply

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.

SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director
need not be a resident of Florida or a shareholder of the Corporation.

3
<PAGE> 4

SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.

SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.

SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.

SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.

A director may resign at any time by delivering written notice to
the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.

SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board
of directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.

SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of the meeting.

ARTICLE III. OFFICERS

5
<PAGE> 6

or treasurer shall not affect the existence of the Corporation.

SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.

SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the
other powers and perform the other duties prescribed by the board of directors,
the chairman of the board, or the president. Unless the board otherwise
provides, if the chairman of the board and president are absent or unable to
act, the vice president who has served in that capacity for the longest time
and who is present and able to act shall perform all the duties and may
exercise any of the powers of the chairman of the board and president. Any
vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.

SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office of treasurer and other duties as from time to time may be assigned
to him by the chairman of

6
<PAGE> 7

SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or
employee of the Corporation does not create any contract rights. The board of
directors may fill a vacancy, however occurring, in any office.

SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and the
word "seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.65.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF ALBANY-55, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
ALBANY-55, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF ALBANY-55, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 16 day of October, 1995.

/S/ William L. Watson
-------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF ALBANY-55, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
-----------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.65.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF ALBANY-55, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held either
within or outside the State of Florida.

SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required
to be given to any shareholder of the Corporation under these bylaws, the
articles of incorporation, or the Florida Business Corporation Act, a written
waiver of notice, signed anytime by the person entitled to notice shall be
equivalent to giving notice. Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of (a) notice of the
meeting, except when the shareholder attends a meeting solely for the purpose,
expressed at the beginning of the
<PAGE> 2

If the requirements of this section have not been substantially
complied with, the meeting, on the demand of any shareholder in person or by
proxy, shall be adjourned until the requirements of this section are met. If
no demand for adjournment is made, failure to comply

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall be
managed and its corporate powers exercised by the board of directors.

SECTION 3. QUALIFICATION. Each member of the board of directors
must be a natural person who is eighteen years of age or older. A director
need not be a resident of Florida or a shareholder of the Corporation.

3
<PAGE> 4

SECTION 4. ELECTION AND TERM. The persons named in the articles
of incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.

SECTION 5. COMPENSATION. The board of directors has authority
to fix the compensation of the directors, as directors and as officers.

SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation
who is present at a meeting of the board of directors or a committee of the
board of directors when corporate action is taken is presumed to have assented
to the action unless he votes against it or expressly abstains from voting on
the action taken, or, he objects at the beginning of the meeting to the holding
of the meeting or transacting specific business at the meeting.

SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.

A director may resign at any time by delivering written notice to
the board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings by
the board of directors may be held within or outside the State of Florida.

SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board
of directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any directors.

SECTION 14. NOTICE OF MEETINGS. Written notice of the time and
place of special meetings of the board of directors shall be given to each
director by either personal delivery or by first class United States mail,
telegram, or cablegram at least two days before the meeting. Notice of a
meeting of the board of directors need not be given to any director who signs a
waiver of notice either before or after the meeting. Attendance of a director
at a meeting constitutes a waiver of notice of the meeting and all objections
to the time and place of the meeting, or the manner in which it has been called
or convened, except when the director states, at the beginning of the meeting,
or promptly upon arrival at the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of the meeting.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

SECTION 3. PRESIDENT. In the absence of the chairman of board,
the president, subject to the directions of the board of directors, is
responsible for the general and active management of the business and affairs
of the Corporation, has the power to sign certificates of stock, bonds, deeds,
and contracts for the Corporation, and shall preside at all meetings of the
shareholders.

SECTION 4. VICE PRESIDENTS. Each vice president has the power
to sign bonds, deeds, and contracts for the Corporation and shall have the
other powers and perform the other duties prescribed by the board of directors,
the chairman of the board, or the president. Unless the board otherwise
provides, if the chairman of the board and president are absent or unable to
act, the vice president who has served in that capacity for the longest time
and who is present and able to act shall perform all the duties and may
exercise any of the powers of the chairman of the board and president. Any
vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.

SECTION 6. TREASURER. The treasurer shall (a) have charge and
custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for monies due and payable to the Corporation
from any source whatsoever, and deposit monies in the name of the Corporation
in the banks, trust companies, or other depositaries as shall be selected by
the board of directors, and (c) in general perform all the duties incident to
the office

6
<PAGE> 7

SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or
appointed by the board of directors or appointed by another officer may be
removed by the board whenever in its judgment the removal of the officer or
agent will serve the best interests of the Corporation. Any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal shall be without prejudice to any contract rights of the
person removed. The appointment of any person as an officer, agent, or
employee of the Corporation does not create any contract rights. The board of
directors may fill a vacancy, however occurring, in any office.

SECTION 8. SALARIES. The board of directors from time to time
shall fix the salaries of the officers, and no officer shall be prevented from
receiving his salary merely because he is also a director of the Corporation.

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and the
word "seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.66.1

ARTICLES OF INCORPORATION
OF
PAXSON ALBANY LICENSE, INC.

The undersigned, acting as incorporator of PAXSON ALBANY LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON ALBANY LICENSE, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 6th day of June, 1996.

/s/ William L. Watson
---------------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:
That PAXSON ALBANY LICENSE, INC., desiring to organize under the laws of the
State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service
of process within this state.

ACKNOWLEDGMENT:

Having been named to accept service of process for the corporation
named above, at the place designated in this certificate, I agree to act in
that capacity, to comply with the provisions of the Florida Business
Corporation Act, and am familiar with, and accept, the obligations of that
position.

/s/ William L. Watson
--------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.66.2

BYLAWS
OF
PAXSON ALBANY LICENSE, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

ARTICLE VII. SEAL

8
<PAGE> 9

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.67.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF RALEIGH DURHAM-47, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
RALEIGH DURHAM-47, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF RALEIGH DURHAM-47, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 26 day of October, 1995.

/s/ William L. Watson
----------------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF RALEIGH DURHAM-47, INC., desiring to

organize under the laws of the State of Florida with its initial registered

office, as indicated in the Articles of Incorporation, at 601 Clearwater Park

Road, City West Palm Beach, State of Florida, has named William L. Watson, as

its agent to accept service of process within this state.

ACKNOWLEDGMENT:

Having been named to accept service of process for the corporation named

above, at the place designated in this certificate, I agree to act in that

capacity, to comply with the provisions of the Florida Business Corporation

Act, and am familiar with, and accept, the obligations of that position.

/s/ William L. Watson
------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.67.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF RALEIGH DURHAM-47, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1

EXHIBIT 3.68.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS L.P.T.V., INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS
L.P.T.V., INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS L.P.T.V., INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.

<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these Articles
of Incorporation this _____ day of February, 1996.

/s/ William L. Watson
---------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS L.P.T.V., INC., desiring to organize under the
laws of the State of Florida with its initial registered office, as indicated
in the Articles of Incorporation, at 601 Clearwater Park Road, City West Palm
Beach, State of Florida, has named William L. Watson, as its agent to accept
service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
---------------------------------
William L. Watson, Registered Agent

<PAGE> 1

EXHIBIT 3.68.2

BYLAWS
OF
PAXSON COMMUNICATIONS L.P.T.V., INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1

EXHIBIT 3.69.1

ARTICLES OF INCORPORATION
OF
PAXSON DAYTON LICENSE, INC.

The undersigned, acting as incorporator of PAXSON DAYTON LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON DAYTON LICENSE, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.

<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 6th day of February, 1996.

/s/ William L Watson
-----------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON DAYTON LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service
of process within this state.

ACKNOWLEDGMENT:

/s/ William L Watson
-----------------------------------
William L. Watson, Registered Agent

<PAGE> 1

EXHIBIT 3.69.2

BYLAWS
OF
PAXSON DAYTON LICENSE, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1

EXHIBIT 3.70.1

ARTICLES OF INCORPORATION
OF
PAXSON DENVER LICENSE, INC.

The undersigned, acting as incorporator of PAXSON DENVER LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON DENVER LICENSE, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.

<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 6th day of February, 1996.

/s/ William L. Watson
-----------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON DENVER LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service
of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent

<PAGE> 1

EXHIBIT 3.70.2

BYLAWS
OF
PAXSON DENVER LICENSE, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

<PAGE> 2

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.71.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
PROVIDENCE-69, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 8 day of February, 1996.

/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
----------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.71.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.72.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF SALT LAKE CITY-16, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
SALT LAKE CITY-16, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF SALT LAKE CITY-16, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 28th day of February, 1996.

/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF SALT LAKE CITY-16, INC., desiring to
organize under the laws of the State of Florida with its initial registered
office, as indicated in the Articles of Incorporation, at 601 Clearwater Park
Road, City West Palm Beach, State of Florida, has named William L. Watson, as
its agent to accept service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.72.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF SALT LAKE CITY-16, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.73.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
GREENSBORO-16, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 28 day of February, 1996.

/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF GREENSBORO-16, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.73.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.74.1

ARTICLES OF INCORPORATION
OF
PAXSON GREENSBORO LICENSE, INC.

The undersigned, acting as incorporator of PAXSON GREENSBORO LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON GREENSBORO LICENSE, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 28 day of February, 1996.

/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON GREENSBORO LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service
of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.74.2

BYLAWS
OF
PAXSON GREENSBORO LICENSE, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

<PAGE> 2

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1

EXHIBIT 3.75.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF TULSA-44, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
TULSA-44, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF TULSA-44, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.

<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 28 day of February, 1996.

/s/ William L. Watson
-----------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF TULSA-44, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent

<PAGE> 1

EXHIBIT 3.75.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF TULSA-44, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

<PAGE> 2

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1

EXHIBIT 3.76.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF TALLAHASSEE, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
TALLAHASSEE, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF TALLAHASSEE, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.

<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 28 day of February, 1996.

/s/ William L. Watson
-----------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF TALLAHASSEE, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
-------------------------------------
William L. Watson, Registered Agent

<PAGE> 1

EXHIBIT 3.76.2
BYLAWS
OF
PAXSON COMMUNICATIONS OF TALLAHASSEE, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

<PAGE> 2

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.77.1

ARTICLES OF INCORPORATION
OF
PAXSON TALLAHASSEE LICENSE, INC.

The undersigned, acting as incorporator of PAXSON TALLAHASSEE LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON TALLAHASSEE LICENSE, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.

<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 30 day of April, 1996.

/s/ William L. Watson
-----------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON TALLAHASSEE LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service
of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent

<PAGE> 1

EXHIBIT 3.77.2

BYLAWS
OF
PAXSON TALLAHASSEE LICENSE, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

<PAGE> 2

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.78.1

ARTICLES OF INCORPORATION
OF
PAX JAX, INC.

The undersigned, acting as incorporator of PAX JAX, INC., under the
Florida Business Corporation Act, adopts the following Articles of
Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAX JAX, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 28 day of February, 1996.

/s/ William L. Watson
-------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAX JAX, INC., desiring to organize under the laws of the State of
Florida with its initial registered office, as indicated in the Articles of
Incorporation, at 601 Clearwater Park Road, City West Palm Beach, State of
Florida, has named William L. Watson, as its agent to accept service of process
within this state. ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.

/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.78.2

BYLAWS
OF
PAX JAX, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.79.1

ARTICLES OF INCORPORATION
OF
PAXSON SPORTS VENTURES COMPANY

The undersigned, acting as incorporator of PAXSON SPORTS VENTURES
COMPANY, under the Florida Business Corporation Act, adopts the following
Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON SPORTS VENTURES COMPANY

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

Karsten Amlie 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 28 day of March, 1996.

/s/ Karsten Amlie
-----------------------------
Karsten Amlie, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON SPORTS VENTURES COMPANY, desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service
of process within this state. ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of the Florida Business Corporation
Act, and am familiar with, and accept, the obligations of that position.

/s/ William L. Watson
-----------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.79.2

BYLAWS
OF
PAXSON SPORTS VENTURES COMPANY

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.80.1

ARTICLES OF INCORPORATION
OF
PAXSON MERCHANDISING VENTURES COMPANY

The undersigned, acting as incorporator of PAXSON MERCHANDISING
VENTURES COMPANY, under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON MERCHANDISING VENTURES COMPANY

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson

601 Clearwater Park Road

West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

Karsten Amlie

601 Clearwater Park Road

West Palm Beach, Florida 33401

2
<PAGE> 3

ARTICLE IX. BYLAWS

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 28 day of March, 1996.

/s/ Karsten Amlie
----------------------------------
Karsten Amlie, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON MERCHANDISING VENTURES COMPANY, desiring to organize under the
laws of the State of Florida with its initial registered office, as indicated
in the Articles of Incorporation, at 601 Clearwater Park Road, City West Palm
Beach, State of Florida, has named William L. Watson, as its agent to accept
service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
----------------------------------------
William L. Watson, Registered Agent

<PAGE> 5

ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
PAXSON MERCHANDISING VENTURES COMPANY

Pursuant to Sections 607.1005 and 607.1006 of the Florida Business
Corporation Act, the Articles of Incorporation of PAXSON MERCHANDISING VENTURES
COMPANY (the "Corporation"), are hereby amended according to these Articles of
Amendment:

FIRST: The name of the Corporation is PAXSON MERCHANDISING
VENTURES COMPANY

SECOND: Article I of the Articles of Incorporation is amended
in its entirety to read as follows:

"The name of the Corporation is PCC Direct, Inc."

THIRD: The foregoing amendment was adopted by unanimous
written consent of the initial incorporator of the Corporation,
prior to the issuance of any shares of the Corporation,
constituting a sufficient number of votes for the amendment to be
approved without shareholder approval in accordance with Section
607.1005 of the Florida Statutes, on July 15 , 1996.

IN WITNESS WHEREOF, the undersigned William L. Watson initial incorporator
of the Corporation has executed this instrument this 15th day of July, 1996.

/s/ William L. Watson
---------------------------------
William L. Watson, Incorporator

<PAGE> 1
EXHIBIT 3.81.2

BYLAWS
OF
PCC DIRECT, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.83.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
OKLAHOMA CITY-62, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the date
of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.

<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

The incorporator of the corporation assigns to this corporation his
rights under Section 607.0201, Florida Statutes, to constitute a corporation,
and he assigns to those persons designated by the board of directors any rights
he may have as incorporator to acquire any of the capital stock of this
corporation, this assignment becoming effective on the date corporate existence
begins.

ARTICLE IX. BYLAWS

The power to adopt, alter, amend, or repeal bylaws shall be vested in
the board of directors and the shareholders, except that the board of directors
may not amend or repeal any bylaw adopted by the shareholders if the
shareholders specifically provide that the bylaw is not subject to amendment or
repeal by the directors.

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The corporation reserves the right to amend, alter, change, or repeal
any provision in these Articles of Incorporation in the manner prescribed by
law, and all rights conferred on shareholders are subject to this reservation.

The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 14 day of May, 1996.

/s/William Watson
-------------------------------------
William L. Watson, Incorporator

<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC., desiring to
organize under the laws of the State of Florida with its initial registered
office, as indicated in the Articles of Incorporation, at 601 Clearwater Park
Road, City West Palm Beach, State of Florida, has named William L. Watson, as
its agent to accept service of process within this state.

ACKNOWLEDGMENT:

Having been named to accept service of process for the corporation
named above, at the place designated in this certificate, I agree to act in
that capacity, to comply with the provisions of the Florida Business
Corporation Act, and am familiar with, and accept, the obligations of that
position.

/s/ William L. Watson
--------------------------------------------
William L. Watson, Registered Agent

<PAGE> 1

EXHIBIT 3.83.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

meeting, except when the shareholder attends a meeting solely for the purpose,
expressed at the beginning of the meeting, of objecting to the transaction of
any business because the meeting is not lawfully called or convened, and (b) an
objection to consideration of a particular matter at the meeting that is not
within the purpose of the meeting unless the shareholders object to considering
the matter when it is presented.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

ARTICLE VII. SEAL

8
<PAGE> 9

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1

EXHIBIT 3.84.1

ARTICLES OF INCORPORATION
OF
PAXSON/R & R NETWORK, INC.

The undersigned, acting as incorporator of PAXSON/R & R NETWORK, INC.,
under the Florida Business Corporation Act, adopts the following Articles of
Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON/R & R NETWORK, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 12 day of June, 1996.

/s/ William L. Watson
----------------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON/R & R NETWORK, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service
of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
----------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.84.2

BYLAWS
OF
PAXSON/R&R NETWORK, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

or treasurer shall not affect the existence of the Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

8
<PAGE> 9

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.85.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
SACRAMENTO-29, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 26th day of June, 1996.

/s/ William L. Watson
---------------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
------------------------------
William L. Watson, Registered Agent

<PAGE> 1

EXHIBIT 3.85.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

ARTICLE VII. SEAL

8
<PAGE> 9

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.86.1

ARTICLES OF INCORPORATION
OF
PAXSON SACRAMENTO LICENSE, INC.

The undersigned, acting as incorporator of PAXSON SACRAMENTO LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON SACRAMENTO LICENSE, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------
Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------
William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 20 day of June, 1996.

/s/ William L. Watson
--------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON SACRAMENTO LICENSE, INC., desiring to organize under the laws

of the State of Florida with its initial registered office, as indicated in the

Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,

State of Florida, has named William L. Watson, as its agent to accept service

of process within this state.

ACKNOWLEDGMENT:

Having been named to accept service of process for the corporation named

above, at the place designated in this certificate, I agree to act in that

capacity, to comply with the provisions of the Florida Business Corporation

Act, and am familiar with, and accept, the obligations of that position.

/s/ William L. Watson
--------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.86.2

BYLAWS
OF
PAXSON SACRAMENTO LICENSE, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of
any action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

ARTICLE VII. SEAL

8
<PAGE> 9

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.87.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF SEATTLE-24, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
SEATTLE-24, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF SEATTLE-24, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 30 day of June, 1996.

/s/ William L. Watson
------------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF SEATTLE-24, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
---------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.87.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF SEATTLE-24, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

ARTICLE VII. SEAL

8
<PAGE> 9

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.88.1

ARTICLES OF INCORPORATION
OF
PAXSON SEATTLE LICENSE, INC.

The undersigned, acting as incorporator of PAXSON SEATTLE LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON SEATTLE LICENSE, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 30th day of June, 1996.

/s/ William L. Watson
--------------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON SEATTLE LICENSE, INC., desiring to organize under the laws of
the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service
of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
--------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.88.2

BYLAWS
OF
PAXSON SEATTLE LICENSE, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

ARTICLE VII. SEAL

8
<PAGE> 9

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1

EXHIBIT 3.89.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF BOSTON-46, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
BOSTON-46, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF BOSTON-46, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 26th day of July, 1996.

/s/ William L. Watson
----------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF BOSTON-46, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
---------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
Exhibit 3.89.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF BOSTON-46, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of the
Corporation for the election of directors and the transaction of other business
shall be held during the month of April each year and on the date and at the
time and place that the board of directors determines. If any annual meeting
is not held, by oversight or otherwise, a special meeting shall be held as soon
as practical, and any business transacted or election held at that meeting
shall be as valid as if transacted or held at the annual meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose shall be held when called by the chairman of the board, president,
or the board of directors, or when demanded in writing by the holders of not
less than ten percent (unless a greater percentage not to exceed fifty percent
is required by the articles of incorporation) of all the shares entitled to
vote at the meeting. Such demand must be delivered to the Corporation's
secretary. A meeting demanded by shareholders shall be called for a date not
less than ten nor more than sixty days after the request is made, unless the
shareholders requesting the meeting designate a later date. The secretary
shall issue the call for the meeting, unless the president, chairman of the
board, the board of directors, or shareholders requesting the meeting designate
another person to do so. The shareholders at a special meeting may transact
only business that is related to the purposes stated in the notice of the
special meeting.

SECTION 3. PLACE. Meetings of shareholders may be held either within or
outside the State of Florida.

SECTION 4. NOTICE. A written notice of each meeting of shareholders,
stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each shareholder of record entitled to vote at the meeting, not
less than ten nor more than sixty days before the date set for the meeting,
either personally or by first-class mail, by or at the direction of the
chairman of the board, president, the secretary, or the officer or other
persons calling the meeting. If mailed, the notice shall be considered
delivered when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the records of the
Corporation.

SECTION 5. WAIVERS OF NOTICE. Whenever any notice is required to be
given to any shareholder of the Corporation under these bylaws, the articles of
incorporation, or the Florida Business Corporation Act, a written waiver of
notice, signed anytime by the person entitled to notice shall be equivalent to
giving notice. Attendance by a shareholder entitled to vote at a meeting, in
person or by proxy, shall constitute a waiver of (a) notice of the meeting,
except when the shareholder attends a meeting solely for the purpose, expressed
at the beginning of the

<PAGE> 2

SECTION 6. RECORD DATE. For the purpose of determining the shareholders
for any purpose, the board of directors may either require the stock transfer
books to be closed for up to seventy days or fix a record date, which shall be
not more than seventy days before the date on which the action requiring the
determination is to be taken. However, a record date shall not precede the
date upon which the resolution fixing the record date is adopted. If the
transfer books are not closed and no record date is set by the board of
directors, the record date shall be determined as follows: For determining
shareholders entitled to demand a special meeting, the record date is the date
the first such demand is delivered to the Corporation; For determining
shareholders entitled to a share dividend, the record date is the date the
board of directors authorizes the dividend; If no prior action is required by
the board of directors pursuant to the Florida Business Corporation Act, the
record date for determining shareholders entitled to take action without a
meeting is the date the first signed written consent is delivered to the
Corporation; If prior action is required by the board of directors pursuant to
the Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the close of
business on the day that the board of directors adopts a resolution taking such
prior action; and For determining shareholders entitled to notice of and to
vote at an annual or special shareholders meeting the record date is as of the
close of business on the day before the first notice is delivered to the
shareholders. When a determination of the shareholders entitled to vote at any
meeting has been made, that determination shall apply to any adjournment of the
meeting, unless the board of directors fixes a new record date. The board of
directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.

SECTION 7. SHAREHOLDER'S LIST FOR MEETING. A complete alphabetical list
of the names of the shareholders entitled to receive notice of and to vote at
the meeting shall be prepared by the secretary or other authorized agent having
charge of the stock transfer book. The list shall be arranged by voting group
and include each shareholder's address, and the number, series, and class of
shares held. The list must be made available at least ten days before and
throughout each meeting of shareholders, or such shorter time as exists between
the record date and the meeting. The list must be made available at the
Corporation's principal office, registered agent's office, transfer agent's
office or at a place identified in the meeting notice in the city where the
meeting will be held. Any shareholder, his agent or attorney, upon written
demand and at his own expense may inspect the list during regular business
hours. The list shall be available at the meeting and any shareholder, his
agent or attorney is entitled to inspect the list at any time during the
meeting or its adjournment.

If the requirements of this section have not been substantially complied
with, the meeting, on the demand of any shareholder in person or by proxy,
shall be adjourned until the requirements of this section are met. If no
demand for adjournment is made, failure to comply

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

SECTION 8. SHAREHOLDER QUORUM AND VOTING. A majority of the shares
entitled to vote, represented in person or by proxy, constitutes a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares entitled to vote on the matter is the act of the
shareholders unless otherwise provided by law. A shareholder may vote either
in person or by proxy executed in writing by the shareholder or his duly
authorized attorney-in-fact. After a quorum has been established at a
shareholders' meeting, a withdrawal of shareholders that reduces the number of
shareholders entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the meeting or an
action taken at the meeting prior to the shareholders' withdrawal.

Authorized but unissued shares including those redeemed or otherwise
reacquired by the corporation, and shares of stock of this Corporation owned by
another corporation the majority of the voting stock of which is owned or
controlled by this Corporation, directly or indirectly, at any meeting shall
not be counted in determining the total number of outstanding shares at any
time. The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are presumed to
possess, in that order, authority to vote shares standing in the name of a
corporate shareholder, absent a bylaw or other instrument of the corporate
shareholder designating some other officer, agent, or proxy to vote the shares.
Shares held by an administrator, executor, guardian, or conservator may be
voted by him without a transfer of the shares into his name. A trustee may
vote shares standing in his name, but no trustee may vote shares that are not
transferred into his name. If he is authorized to do so by an appropriate
order of the court by which he was appointed, a receiver may vote shares
standing in his name or held by or under his control, without transferring the
shares into his name. A shareholder whose shares are pledged may vote the
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares
unless the instrument creating the pledge provides otherwise.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall be managed
and its corporate powers exercised by the board of directors.

SECTION 2. NUMBER. The Corporation shall have one director initially.
The number of directors may be increased or diminished from time to time by
action of the board of directors or shareholders, but no decrease shall have
the effect of shortening the term of any incumbent director, unless the
shareholders remove the director.

SECTION 3. QUALIFICATION. Each member of the board of directors must be
a natural person who is eighteen years of age or older. A director need not be
a resident of Florida or a shareholder of the Corporation.

<PAGE> 4

SECTION 4. ELECTION AND TERM. The persons named in the articles of
incorporation as members of the initial board of directors shall hold office
until the first annual meeting of shareholders and until their successors have
been elected and qualified or until their earlier resignation, removal from
office, or death. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term for which he is elected and until his successor is elected and
qualifies or until his earlier resignation, removal from office, or death.

SECTION 5. COMPENSATION. The board of directors has authority to fix the
compensation of the directors, as directors and as officers.

SECTION 6. DUTIES OF DIRECTORS. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he serves, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation.

SECTION 7. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the board of directors or a committee of the board of
directors when corporate action is taken is presumed to have assented to the
action unless he votes against it or expressly abstains from voting on the
action taken, or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.

SECTION 8. VACANCIES. Unless filled by the shareholders, any vacancy
occurring in the board of directors, including any vacancy created because of
an increase in the number of directors, may be filled by the affirmative vote
of a majority of the remaining directors, even if the number of remaining
directors does not constitute a quorum of the board of directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.

SECTION 9. REMOVAL OR RESIGNATION OF DIRECTORS. At a meeting of
shareholders called for that purpose, the shareholders, by a vote of the
holders of a majority of the shares entitled to vote at an election of
directors, may remove any director, or the entire board of directors, with or
without cause, and fill any vacancy or vacancies created by the removal.

A director may resign at any time by delivering written notice to the
board of directors or its chairman of the board or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies later effective date. If a resignation is made effective at a later
date, the board of directors may fill the pending vacancy before the effective
date if the board of directors provided that the successor does not take office
until the effective date.

SECTION 10. QUORUM AND VOTING. A majority of the board of directors
constitutes a quorum for the transaction of business. The act of the majority
of the directors at a meeting at which a quorum is present is the act of the
board of directors.

<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings by the board
of directors may be held within or outside the State of Florida.

SECTION 12. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice, other than this bylaw, immediately
after and at the same place as the annual meeting of shareholders. The board
of directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than the resolution.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president, chairman of the board, or
any directors.

SECTION 14. NOTICE OF MEETINGS. Written notice of the time and place of
special meetings of the board of directors shall be given to each director by
either personal delivery or by first class United States mail, telegram, or
cablegram at least two days before the meeting. Notice of a meeting of the
board of directors need not be given to any director who signs a waiver of
notice either before or after the meeting. Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all objections to the
time and place of the meeting, or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, or
promptly upon arrival at the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the board of directors to another time and place.
Notice of any adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.

ARTICLE III. OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall consist of the
chairman of the board, a president, a secretary, and a treasurer, and may
include one or more vice presidents, one or more assistant secretaries, and one
or more assistant treasurers. The officers shall be elected initially by the
board of directors at the organizational meeting of board of directors and
thereafter at the first meeting of the board following the annual meeting of
the shareholders in each year. The board from time to time may elect or
appoint other officers, assistant officers, and agents, who shall have the
authority and perform the duties prescribed by the board. An elected or duly
appointed officer may, in turn, appoint one or more officers or assistant
officers, unless the board of directors disapproves or rejects the appointment.
All officers shall hold office until their successors have been appointed and
have qualified or until their earlier resignation, removal from office, or
death. One person may simultaneously hold

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

SECTION 2. CHAIRMAN OF THE BOARD. The chairman of the board, shall be
the chief executive officer, subject to the directions of the board of
directors, is responsible for the general and active management of the business
and affairs of the Corporation, has the power to sign certificates of stock,
bonds, deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.

SECTION 3. PRESIDENT. In the absence of the chairman of board, the
president, subject to the directions of the board of directors, is responsible
for the general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds, deeds, and
contracts for the Corporation, and shall preside at all meetings of the
shareholders.

SECTION 4. VICE PRESIDENTS. Each vice president has the power to sign
bonds, deeds, and contracts for the Corporation and shall have the other powers
and perform the other duties prescribed by the board of directors, the chairman
of the board, or the president. Unless the board otherwise provides, if the
chairman of the board and president are absent or unable to act, the vice
president who has served in that capacity for the longest time and who is
present and able to act shall perform all the duties and may exercise any of
the powers of the chairman of the board and president. Any vice president may
sign, with the secretary or assistant secretary, certificates for stock of the
Corporation.

SECTION 5. SECRETARY. The secretary shall have the power to sign
contracts and other instruments for the Corporation and shall (a) keep the
minutes of the proceedings of the shareholders and the board of directors in
one or more books provided for that purpose, (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law,
(c) maintain custody of the corporate records and the corporate seal, attest
the signatures of officers who execute documents on behalf of the Corporation,
authenticate records of the Corporation, and assure that the seal is affixed to
all documents of which execution on behalf of the Corporation under its seal is
duly authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the shareholder, (e)
sign with the chairman of the board, the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance of which have
been authorized by resolution of the board of directors, (f) have general
charge of the stock transfer books of the Corporation, and (g) in general
perform all duties incident to the office of secretary and other duties as from
time to time may be prescribed by the chairman of the board, the president, or
the board of directors.

SECTION 6. TREASURER. The treasurer shall (a) have charge and custody of
and be responsible for all funds and securities of the Corporation, (b) receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit monies in the name of the Corporation in the banks,
trust companies, or other depositaries as shall be selected by the board of
directors, and (c) in general perform all the duties incident to the office

6
<PAGE> 7

SECTION 7. REMOVAL OF OFFICERS. An officer or agent elected or appointed
by the board of directors or appointed by another officer may be removed by the
board whenever in its judgment the removal of the officer or agent will serve
the best interests of the Corporation. Any officer or assistant officer, if
appointed by another officer, may likewise be removed by such officer. Removal
shall be without prejudice to any contract rights of the person removed. The
appointment of any person as an officer, agent, or employee of the Corporation
does not create any contract rights. The board of directors may fill a
vacancy, however occurring, in any office.

An officer may resign at any time by delivering notice to the corporation.
A resignation is effective when the notice is delivered unless the notice
specifies a later effective date. If a resignation is made effective at a
later date, its board of directors may fill the pending vacancy before the
effective date if the board of directors provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the officer's contract rights, if any, with the corporation.

SECTION 8. SALARIES. The board of directors from time to time shall fix
the salaries of the officers, and no officer shall be prevented from receiving
his salary merely because he is also a director of the Corporation.

ARTICLE IV. INDEMNIFICATION

Any person, his heirs, or personal representative, made, or threatened to
be made, a party to any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative, because he is or was
a director, officer, employee, or agent of this Corporation or serves or served
any other corporation or other enterprise in any capacity at the request of
this Corporation, shall be indemnified by this Corporation, and this
Corporation may advance his related expenses to the full extent permitted by
Florida law. In discharging his duty, any director, officer, employee, or
agent, when acting in good faith, may rely upon information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director, officer, employee, or agent reasonably believes
to be reliable and competent in the matters presented, (2) counsel, public
accountants, or other persons as to matters that the director, officer,
employee, or agent believes to be within that person's professional or expert
competence, or (3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according to law, as to
matters within its designated authority, if the director reasonably believes
that the committee is competent. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to

<PAGE> 8

which the person, his heirs, or personal representatives may be
entitled. The Corporation may, upon the affirmative vote of a majority of its
board of directors, purchase insurance for the purpose of indemnifying these
persons. The insurance may be for the benefit of all directors, officers, or
employees.

ARTICLE V. STOCK CERTIFICATES

SECTION 1. ISSUANCE. Shares may but need not be represented by
certificates. The board of directors may authorize the issuance of some or all
of the shares of the Corporation of any or all of its classes or series without
certificates. If certificates are to be issued, the share must first be fully
paid.

SECTION 2. FORM. Certificates evidencing shares in this Corporation
shall be signed by the chairman of the board, president or a vice president and
the secretary, assistant secretary or any other officer authorized by the board
of directors, and may be sealed with the seal of this Corporation or a
facsimile of the seal. Unless the Corporation's stock is registered pursuant
to every applicable securities law, each certificate shall bear an appropriate
legend restricting the transfer of the shares evidenced by that certificate.

SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate in the place of any certificate previously issued if
the shareholder of record (a) makes proof in affidavit form that the
certificate has been lost, destroyed, or wrongfully taken, (b) requests the
issue of a new certificate before the Corporation has notice that the
certificate has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the Corporation, gives
bond in the form that the Corporation directs, to indemnify the Corporation,
the transfer agent, and the registrar against any claim that may be made
concerning the alleged loss, destruction, or theft of a certificate, and (d)
satisfies any other reasonable requirements imposed by the Corporation.

SECTION 4. RESTRICTIVE LEGEND. Every certificate evidencing shares that
are restricted as to sale, disposition, or other transfer shall bear a legend
summarizing the restriction or stating that the Corporation will furnish to any
shareholder, upon request and without charge, a full statement of the
restriction.

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law.

ARTICLE VII. SEAL

<PAGE> 9

The corporate seal shall have the name of the Corporation and the word
"seal" inscribed on it, and may be a facsimile, engraved, printed, or an
impression seal.

ARTICLE VIII. AMENDMENT

These bylaws may be repealed or amended, and additional bylaws may be
adopted, by either a vote of a majority of the full board of directors or by
vote of the holders of a majority of the issued and outstanding shares entitled
to vote, but the board of directors may not amend or repeal any bylaw adopted
by the shareholders if the shareholders specifically provide that the bylaw is
not subject to amendment or repeal by the directors. In order to be effective,
any amendment approved hereby must be in writing and attached to these Bylaws.

<PAGE> 1

EXHIBIT 3.90.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF LITTLE ROCK-42, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
LITTLE ROCK-42, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF LITTLE ROCK-42, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 25 day of July, 1996.

/s/ William L. Watson
----------------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF LITTLE ROCK-42, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
----------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.90.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF LITTLE ROCK-42, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9
ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.91.1

ARTICLES OF INCORPORATION
OF
PAXSON LITTLE ROCK LICENSE, INC.

The undersigned, acting as incorporator of PAXSON LITTLE ROCK LICENSE,
INC., under the Florida Business Corporation Act, adopts the following Articles
of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON LITTLE ROCK LICENSE, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 25 day of July, 1996.

/s/ William L. Watson
-----------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON LITTLE ROCK LICENSE, INC., desiring to organize under the laws
of the State of Florida with its initial registered office, as indicated in the
Articles of Incorporation, at 601 Clearwater Park Road, City West Palm Beach,
State of Florida, has named William L. Watson, as its agent to accept service
of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
---------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.91.2

BYLAWS
OF
PAXSON LITTLE ROCK LICENSE, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

8
<PAGE> 9
ARTICLE VII. SEAL

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
EXHIBIT 3.92.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF PHOENIX-51, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
PHOENIX-51, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF PHOENIX-51, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the
date of filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to
have outstanding at any time is 10,000 shares of common stock having a par
value of $.01 per share.
<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

2
<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a
corporation under the laws of the State of Florida, has executed these
Articles of Incorporation this 25 day of July, 1996.

/s/ William L. Watson
---------------------------------------
William L. Watson, Incorporator

3
<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF PHOENIX-51, INC., desiring to organize under
the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.

ACKNOWLEDGMENT:

/s/ William L. Watson
---------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
EXHIBIT 3.92.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF PHOENIX-51, INC.

ARTICLE I. MEETINGS OF SHAREHOLDERS

SECTION 3. PLACE. Meetings of shareholders may be held
either within or outside the State of Florida.

2
<PAGE> 3

with the requirements of this section does not affect the validity of any
action taken at the meeting.

ARTICLE II. DIRECTORS

SECTION 1. FUNCTION. The business of this Corporation shall
be managed and its corporate powers exercised by the board of directors.

3
<PAGE> 4

SECTION 5. COMPENSATION. The board of directors has
authority to fix the compensation of the directors, as directors and as
officers.

4
<PAGE> 5

SECTION 11. PLACE OF MEETINGS. Regular and special meetings
by the board of directors may be held within or outside the State of Florida.

SECTION 13. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the president, chairman of
the board, or any directors.

ARTICLE III. OFFICERS

5
<PAGE> 6

any two or more offices. The failure to elect the chairman of the board,
president, secretary, or treasurer shall not affect the existence of the
Corporation.

6
<PAGE> 7

ARTICLE IV. INDEMNIFICATION

7
<PAGE> 8

ARTICLE V. STOCK CERTIFICATES

ARTICLE VI. DIVIDENDS

The board of directors from time to time may declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

ARTICLE VII. SEAL

8
<PAGE> 9

The corporate seal shall have the name of the Corporation and
the word "seal" inscribed on it, and may be a facsimile, engraved, printed, or
an impression seal.

ARTICLE VIII. AMENDMENT

<PAGE> 1
Exhibit 3.93.1

ARTICLES OF INCORPORATION
OF
PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.

The undersigned, acting as incorporator of PAXSON COMMUNICATIONS OF
BIRMINGHAM-44, INC., under the Florida Business Corporation Act, adopts the
following Articles of Incorporation.

ARTICLE I. NAME

The name of the corporation is:

PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.

ARTICLE II. ADDRESS

The mailing address of the corporation is:

601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE III. COMMENCEMENT OF EXISTENCE

The existence of the corporation will commence at 8:00 A.M. on the date of
filing of these Articles of Incorporation.

ARTICLE IV. PURPOSE

The corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

ARTICLE V. AUTHORIZED SHARES

The maximum number of shares that the corporation is authorized to have
outstanding at any time is 10,000 shares of common stock having a par value of
$.01 per share.

<PAGE> 2

ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of the corporation is
601 Clearwater Park Road, West Palm Beach, Florida 33401 and the name of the
corporation's initial registered agent at that address is William L. Watson.

ARTICLE VII. INITIAL BOARD OF DIRECTORS

Name Address
---- -------

Lowell W. Paxson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE VIII. INCORPORATOR

The name and street address of the incorporator is:

Name Address
---- -------

William L. Watson 601 Clearwater Park Road
West Palm Beach, Florida 33401

ARTICLE IX. BYLAWS

<PAGE> 3

ARTICLE X. AMENDMENTS

The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Florida, has executed these Articles of
Incorporation this 7th day of August, 1996.

/s/ William L. Watson
---------------------------------
William L. Watson, Incorporator

<PAGE> 4

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

Pursuant to Chapter 48.091, Florida Statutes, the following is submitted:

That PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC., desiring to organize
under the laws of the State of Florida with its initial registered office, as
indicated in the Articles of Incorporation, at 601 Clearwater Park Road, City
West Palm Beach, State of Florida, has named William L. Watson, as its agent to
accept service of process within this state.
ACKNOWLEDGMENT:

/s/ William L. Watson
------------------------------------
William L. Watson, Registered Agent

<PAGE> 1
Exhibit 3.93.2

BYLAWS
OF
PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.