KING WORLD PRODUCTIONS, INC.
                            12400 Wilshire Boulevard
                         Los Angeles, California 90025







                                 July 10, 1998





Mr. Don Prijatel
31758 Kentfield Court
Westlake Village, California 91361

Dear Don:

          This letter, when accepted by you, shall constitute an amendment (the
"Third Amendment") to the letter agreement, dated June 23, 1989, as amended
September 1, 1991 and September 1, 1995 (as so amended, the "Letter Agreement"),
between King World Productions, Inc. (the "Company") and you. All of the
definitions of the Letter Agreement shall govern this Third Amendment. The
Company and you hereby agree as follows:

1.        The Employment Period shall terminate on August 31, 2001.

2.        Your salary compensation for the period (a) from September 1, 1998
          through August 31, 1999 shall be payable at the annual rate of
          $360,000, (b) from September 1, 1999 through August 31, 2000 shall be
          payable at the annual rate of $378,000 and (c) from September 1, 2000
          through August 31, 2001 shall be payable at the annual rate of
          $397,000.

3.        You hereby grant to the Company options to extend the Employment
          Period for two additional twelve month periods (the "Option Periods")
          to commence on September 1, 2001 and to end on August 31, 2002, in the
          case of the first Option Period, and to commence on September 1, 2002
          and to end on August 31, 2003, in the case of the second Option
          Period. The Company may exercise such options by giving you written
          notice to such effect not later than May 1, 2001, in the case of the
          first Option Period, and May 1, 2002, in the case of the second Option
          Period. In the event that the Company elects to exercise the first or
          both of such options, the terms and provisions of the Letter
          Agreement, as amended hereby, shall


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          remain in effect and shall apply during the Employment Period as so
          extended. If the Company shall exercise the option for the first
          Option Period, the Company shall pay to you, and you shall accept from
          the Company, salary compensation at the annual rate of $417,000 during
          such Option Period, and if the Company shall exercise the option for
          the second Option Period, the Company shall pay to you, and you shall
          accept from the Company, salary compensation at the annual rate of
          $442,000 during such Option Period.

4.        Subject to the provisions of this paragraph 4, the Company will grant
          to you a "non-qualified stock option" under the Company's Amended and
          Restated Stock Option and Restricted Stock Purchase Plan (the "Plan")
          to purchase 50,000 shares of the Company's Common Stock, $.01 par
          value (the "Common Stock"), at an exercise price equal to $26.19 per
          share, the closing price of the Common Stock on the New York Stock
          Exchange on the date hereof. You understand and agree with respect to
          such option that:

               (i) your right to exercise such option shall vest as follows: 20%
          on August 31, 1999; 20% on August 31, 2000; 20% on August 31, 2001;
          and 40% on August 31, 2003; and

               (ii) if you should cease to be a full-time employee of the
          Company and any of its subsidiaries or affiliates, then you shall only
          have the right to exercise the unexercised portion of such option
          within one month after the date on which you ceased to be so employed
          and then only to the extent that such portion was vested (pursuant to
          the foregoing vesting schedule) on the date you ceased to be so
          employed, and you shall forfeit all other rights to and under such
          option, provided, however, that if your full-time employment ceases by
          reason of your death or "disability" (within the meaning of Section
          22(e)(3) of the Internal Revenue Code of 1986, as amended), then such
          one month period shall instead be a one-year period following the
          cessation of your employment,

               The foregoing, as well as such other terms and conditions as the
          Company shall deem appropriate, shall be set forth in a definitive
          stock option agreement. Your rights as an optionee shall be governed
          by the terms and conditions of such agreement and the Plan.

5.        Effective September 1, 1998, you shall be employed as President,
          Advertising and Promotion.



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               Except as modified herein, all terms and provisions of the Letter
          Agreement shall continue in full force and effect.

                                                  Very truly yours,

                                                  KING WORLD PRODUCTIONS, INC.


                                                  By:     /s/ Jonathan Birkhahn
                                                     --------------------------

Accepted:


     /s/ Don Prijatel
---------------------------
         Don Prijatel



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