SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                     -----------------------

                            FORM 10-K
 (Mark One)
   [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 
           For the fiscal year ended December 31, 1996

                               OR

 [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 
     For the transition period from __________ to __________

                  Commission file number 1-2999

                  CHRIS-CRAFT INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)

         Delaware                                      94-1461226
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

767 Fifth Avenue, New York, New York                     10153
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (212) 421-0200

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class                   Name of each Exchange
                                           on which registered      
     Prior Preferred Stock                 New York Stock Exchange, Inc.  
     $1.00 cumulative dividend             Pacific Stock Exchange, Inc.

     Convertible Preferred Stock           New York Stock Exchange, Inc.  
     $1.40 cumulative dividend             Pacific Stock Exchange, Inc.

     Common Stock, $.50 par value          New York Stock Exchange, Inc.
                                           Pacific Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:

              Class B Common Stock, $.50 par value
                        (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes [X]   No [ ]   

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained, 
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [   ]

     The aggregate market value of the voting stock held by non-affiliates of 
the registrant, as of February 28, 1997, was approximately $1,075,000,000.

     As of February 28, 1997, there were 22,497,068 shares of the registrant's 
Common Stock and 7,965,150 shares of the registrant's Class B Common Stock 
outstanding.

<PAGE>
               DOCUMENTS INCORPORATED BY REFERENCE

     The documents incorporated by reference into this Form 10-K and the Parts 
hereof into which such documents are incorporated are listed below:


             Document                                   Part

Those portions of the registrant's annual
report to stockholders for the fiscal year
ended December 31, 1996 (the "Annual
Report") that are specifically identified
herein as incorporated by reference into this
Form 10-K.                                              I, II

Those portions of the registrant's proxy
statement for the registrant's 1997 Annual
Meeting (the "Proxy Statement") that are
specifically identified herein as incorporated
by reference into this Form 10-K. 
                                                        III

                                                        2
<PAGE>
                                                        PART I

ITEM 1.   BUSINESS.

                             General

     Chris-Craft Industries, Inc. ("Chris-Craft"), the registrant, was 
organized in Delaware in 1928 and adopted its present name in 1962.  Chris-
Craft's principal business is television broadcasting, conducted through its 
majority owned (76.1% at February 28, 1997) subsidiary, BHC Communications, 
Inc. ("BHC"), which owns 100% of Chris-Craft Television, Inc. ("CCTV"), 100% 
of Pinelands, Inc. ("Pinelands") and, as of February 28, 1997, 58.8% of
United Television, Inc. ("UTV").

     At February 28, 1997, Chris-Craft (including UTV) had 1,179 full-time 
employees and 135 part-time employees.

     In July 1994, BHC, along with Viacom Inc.'s Paramount Television Group 
("Paramount"), formed the United Paramount Network ("UPN"), a fifth broadcast 
television network which premiered in January 1995.  In January 1997, 
Paramount completed the exercise of its option to acquire an interest in 
UPN equal to that of BHC, which had the effect of reimbursing BHC 
for one-half of its aggregate investment in UPN, plus interest, and
funding UPN with additional cash for ongoing expenditures.

     The information appearing in the Annual Report under the caption INDUSTRY 
SEGMENT INFORMATION is incorporated herein by reference.

                       Television Division

     BHC operates six very high frequency ("VHF") television stations and two 
ultra high frequency ("UHF") television stations, together constituting Chris-
Craft's Television Division.  Commercial television broadcasting in the United
States is conducted on 68 channels numbered 2 through 69.  Channels 2 through
13 are in the VHF band, and channels 14 through 69 are in the UHF band.  In 
general, UHF stations are at a disadvantage relative to VHF stations, because 
UHF frequencies are more difficult for households to receive.  This 
disadvantage is eliminated when a viewer receives the UHF station through a 
cable system.

     Commercial broadcast television stations may be either affiliated with 
one of the three major national networks (ABC, NBC and CBS); three more 
recently established national networks (Fox Broadcasting Company ("Fox"), UPN, 
and The WB Network ("WB")), which provide substantially fewer hours of 
programming; or may be independent.

     The following table sets forth certain information with respect to BHC 
stations and their respective markets:

                                     3
<PAGE>
<TABLE>
<CAPTION>
                                                       Total         DMA
                    Network                            Commercial    Cable
                    Affili-     DMA TV                 Stations      TV
Station and         ation/      House-       DMA       Operating in  Penetra-
Location(a)         Channel     Holds(b)     Rank(b)   Market(c)     tion(d)
------------        -------     ---------    --------  ------------  --------
<S>                 <C>         <C>          <C>       <C>           <C>
KCOP
  Los Angeles       UPN 13      4,942,440     2nd       7VHF         62%
                                                       10UHF
WWOR (e)
  Secaucus          UPN 9       6,711,450     1st       6VHF         69%
                                                       14UHF
KPTV                 
  Portland          UPN 12        952,690    24th       4VHF         63%
                                                        2UHF
KMSP
  Minneapolis/
  St. Paul          UPN 9       1,428,100    14th       4VHF         51%
                                                        3UHF
KTVX
  Salt Lake City    ABC 4          670,650   36th       4VHF         56%
                                                        2UHF
KMOL                
  San Antonio       NBC 4          641,740   38th       3VHF         65%
                                                        3UHF
KBHK
  San Francisco     UPN 44        2,278,480   5th       4VHF         71%
                                                       10UHF
KUTP
  Phoenix           UPN 45        1,212,850  17th       4VHF         57%
                                                        4UHF
_______________

(a)  KCOP and KPTV are owned by CCTV; WWOR is owned by Pinelands; the 
     remaining stations are owned by UTV.

(b)  Designated Market Area ("DMA") is an exclusive geographic area consisting 
     of all counties in which the home-market commercial stations received a 
     preponderance of total viewing hours.  The ranking shown is the nationwide 
     rank, in terms of television households in DMA, of the market served by the 
     station.  Source:  Nielsen Media Research television households universe 
     estimates.

(c)  Additional channels have been allocated by the Federal Communications 
     Commission ("FCC") for activation as commercial television stations in 
     certain of these markets.  Also, additional stations may be located 
     within the respective DMAs of BHC stations but outside the greater 
     metropolitan television markets in which BHC stations operate.

(d)  Cable penetration refers to the percentage of DMA television viewing 
     households receiving cable television service, as estimated by Nielsen 
     Media Research.

(e)  WWOR UPN 9 broadcasts across a tri-state area including the entire New 
     York City metropolitan area.  
</TABLE>
                                     4
<PAGE>

     Television stations derive their revenues primarily from selling 
advertising time.  The television advertising sales market consists primarily 
of national network advertising, national spot advertising and local spot 
advertising.  An advertiser wishing to reach a nationwide audience usually 
purchases advertising time directly from the national networks, "superstations" 
(i.e., broadcast stations carried by cable operators in areas outside their 
broadcast coverage area), barter program syndicators, national basic cable 
networks, or "unwired" networks (groups of otherwise unrelated stations whose 
advertising time is combined for national sale).  A national advertiser 
wishing to reach a particular regional or local audience usually buys 
advertising time from local stations through national advertising sales 
representative firms having contractual arrangements with local stations to 
solicit such advertising.  Local businesses generally purchase advertising from 
the stations' local sales staffs.

     Television stations compete for television advertising revenue primarily 
with other television stations and cable television channels serving the same 
DMA.  There are 211 DMAs in the United States.  DMAs are ranked annually by 
the estimated number of households owning a television set within the DMA.  
Advertising rates that a television station can command vary in part with the 
size, in terms of television households, of the DMA served by the station.

     Within a DMA, the advertising rates charged by competing stations depend 
primarily on four factors:  the stations' program ratings, the time of day the 
advertising will run, the demographic qualities of a program's viewers 
(primarily age and sex), and the amount of each station's inventory.  Ratings 
data for television markets are measured by A.C. Nielsen Company ("Nielsen").  
This rating service uses two terms to quantify a station's audience:  rating 
points and share points.  A rating point represents one percent of all tele-
vision households in the entire DMA tuned to a particular station, and a share 
point represents one percent of all television households within the DMA 
actually using at least one television set at the time of measurement and 
tuned to the station in question.

     Because the major networks regularly provide first-run programming during 
prime time viewing hours (in general, 8:00 P.M. to 11:00 P.M. Eastern/Pacific 
time), their affiliates generally (but do not always) achieve higher audience 
shares, but have substantially less advertising time ("inventory") to sell, 
during those hours than affiliates of the newer networks or independent sta-
tions, since the major networks use almost all of their affiliates' prime time
inventory for network programming.  Although the newer networks generally use 
the same amount of their affiliates' inventory during network broadcasts, the 
newer networks provide less programming; accordingly, their affiliates, as well 
as non-affiliated stations, generally have substantially more inventory for 
sale than the major-network affiliates.  The newer network affiliates' and 
independent stations' smaller audiences and greater inventory during prime time 
hours generally result in lower advertising rates charged and more advertising 
time sold during those hours, as compared with major affiliates' larger 
audiences and limited inventory, which generally allow the major-network 
affiliates to charge higher advertising rates for prime time programming.  By 
selling more advertising time, the new-network or independent station typically 
achieves a share of advertising revenues in its market greater than its 
audience ratings.  On the other hand, total programming costs for such a sta-
tion, because it broadcasts more syndicated programming than a major-network 
affiliate, are generally higher than those of a major-network affiliate in the 
same market.  These differences have been reduced by the growth of the Fox 
network, which currently provides 15 weekly hours of programming during prime 
time and additional programming in other periods, and are being reduced further 
as the other newer networks provide expanded schedules of programming.  

     In July 1995, the FCC repealed, effective August 30, 1996, its prime time 
access rule, which limited broadcasts, by major-network affiliates in the 50 
largest markets, of "off network" entertainment programming.  Among other 
effects, elimination of this rule is expected to increase the competition 
faced by new-network affiliates and independent stations in bidding for the 
rights to popular "off network" shows.

                                     5  
                                     
<PAGE>
     Programming

     BHC's UPN stations depend heavily on independent third parties for 
programming, as do KTVX and KMOL for their non-network broadcasts.  Recognizing 
the need to have a more direct influence on the quality of programming avail-
able to its stations, and desiring to participate in potential profits through 
national syndication of programming, BHC has joined in the formation of UPN, 
and, additionally, has begun to invest directly in the development of original 
programming.  The aggregate amount invested in original programming through
December 31, 1996 was not significant to Chris-Craft's financial position.  BHC 
television stations also produce programming directed to meet the needs and 
interests of the area served, such as local news and events, public affairs 
programming, children's programming and sports.

     Programs obtained from independent sources consist principally of syndi-
cated television shows, many of which have been shown previously on a major 
network, and syndicated feature films, which were either made for network tele-
vision or have been exhibited previously in motion picture theaters (most of 
which films have been shown previously on network or cable television).  Syndi-
cated programs are sold to individual stations to be broadcast one or more 
times.  Television stations not affiliated with a major network generally have 
large numbers of syndication contracts; each contract is a license for a 
particular series or program that usually prohibits licensing the same 
programming to other television stations in the same market.  A single syndica-
tion source may provide a number of different series or programs.

     Licenses for syndicated programs are often offered for cash sale (i.e., 
without any barter element) to stations; however, some are offered on a barter 
or cash plus barter basis.  In the case of a cash sale, the station purchases 
the right to broadcast the program, or a series of programs, and sells adver-
tising time during the broadcast.  The cash price of such programming varies, 
depending on the perceived desirability of the program and whether it comes 
with commercials that must be broadcast (i.e., on a cash plus barter basis).  
Barter programming is offered to stations for no cash consideration, but 
comes with a greater number of commercials that must be broadcast, and there-
fore, with less inventory.  

     In recent years, the amount of barter and cash plus barter programming 
broadcast both industry-wide and by BHC stations has increased substantially.  
Barter and cash plus barter programming reduce both the amount of cash required 
for program purchases and the amount of time available for sale.  Although the 
direct impact on broadcasters' operating income generally is believed to be 
neutral, program distributors that acquire barter air time compete with tele-
vision stations and broadcasting networks for sales of air time.  Chris-Craft 
believes that the effect of barter on BHC television stations is not signifi-
cantly different from its impact on the industry as a whole.

     BHC television stations are frequently required to make substantial finan-
cial commitments to obtain syndicated programming while such programming is 
still being broadcast by another network and before it is available for broad-
cast by BHC stations or even before it has been produced.  Generally, syndi-
cation contracts require the station to acquire an entire program series, 
before the number of episodes of original showings that will be produced has
been determined.  While analyses of network audiences are used in estimating
the value and potential profitability of such programming, there is no 
assurance that a successful network program will continue to be successful 
or profitable when broadcast after initial network airing.

     Pursuant to generally accepted accounting principles, commitments for pro-
gramming not available for broadcast are not recorded as liabilities until the 
programming becomes available for broadcast, at which time the related contract 
right is also recorded as an asset.  BHC television stations had prepaid broad-
cast rights, unamortized film contract rights for programming available for 
telecasting, and deposits on film contracts for programming not available for 
telecasting aggregating $144,034,000 as of December 31, 1996.  The stations 
were committed for film and sports rights contracts aggregating $177,800,000
for programming not available for broadcasting as of that date.   License 
periods for particular programs or films generally run from one to five 
years.  Long-term contracts for the broadcast of syndicated television series
generally provide for an initial telecast and subsequent reruns for a period


                                     6

<PAGE>
of years, with full payment to be made by the station over a period of time 
shorter than the rerun period.  See Notes 1(C) and 9 of Notes to Consolidated 
Financial Statements.

     KTVX and KMOL are primary affiliates of their respective networks.  Net-
work programs are produced either by the networks themselves or by independent 
production companies and are transmitted by the networks to their affiliated 
stations for broadcast. 

     Generally, in the past, major network primary affiliation agreements were 
automatically renewed for two-year periods (unless advance written notice of 
termination was given by either the affiliate or the network).  More recently, 
however, most networks have begun to enter into affiliation agreements for 
terms as long as ten years.  UTV has entered into a 10-year affiliation 
agreement for KTVX.  Current FCC rules do not limit the duration of such 
agreements.

     An affiliation agreement gives the affiliate the right to broadcast all 
programs transmitted by the network.  The affiliate must run in its entirety, 
together with all network commercials, any network programming the affiliate
elects or is required to broadcast, and is allowed to broadcast a limited 
number of commercials it has sold.  For each hour of programming broadcast by 
the affiliate, the major networks generally have paid their affiliates a fee,
specified in the agreement (although subject to change by the network), which 
varies in amount depending on the time of day during which the program is 
broadcast and other factors. Prime time programming generally earns the highest 
fee.  A network may, and sometimes does, designate certain programs to be 
broadcast with no compensation to the station.

     Subject to certain limitations contained in the affiliation agreement, 
an affiliate may accept or reject a program offered by the network and instead 
broadcast programming from another source.  Rejection of a program gives the 
network the right to offer that program to another station in the area.


     United Paramount Network

     In January 1995, UPN began broadcasting four hours of original prime time 
programming per week, which UPN increased to six hours, on three nights, in 
March 1996.  The network also broadcasts two hours of previously exhibited 
movies on Saturday afternoons and two hours of original children's programming 
on Sunday mornings.  UPN has announced plans to program a one-hour Monday 
through Friday block of teen programming, beginning in the fall of 1997, and to 
expand to a fourth night in 1998.  UPN intends, over the next several years, to 
expand its prime time programming to five nights per week, as well as to begin 
broadcasting in other day parts.

     UPN licenses most of its current programming on the same bases as are 
customary in the industry.  UPN seeks license or ownership rights for all other 
programming from all available sources on arms-length terms.

     UPN currently has 165 affiliates in markets containing 92% of all U.S. 
households, including all of BHC's and Paramount's previously independent sta-
tions, and UPN continues to seek additional affiliates to expand its household 
reach.  UPN's primary affiliate station agreements have three year terms and 
provide commercial time for sale by the stations as consideration for broad-
casting the network's programming.  

     In January 1997, Paramount completed the exercise of its option to acquire 
an interest in UPN equal to that of BHC, which, until then, owned 100% of the 
network and bore all UPN costs.  UPN funding requirements, to be shared equally 
by BHC and Paramount, since Paramount exercised its option, are expected to 
continue to be significant for the next several years.  See Management's Dis-
cussion and Analysis of Financial Condition and Results of Operations and Note 
2 of Notes to Consolidated Financial Statements.

                                     7
<PAGE>
     Sources of Revenue

     The principal source of revenues for BHC stations is the sale of adver-
tising time to national and local advertisers.  Such time sales are repre-
sented by spot announcements purchased to run between programs and program 
segments and by program sponsorship.  The relative contributions of national 
and local advertising to BHC's gross cash advertising revenues vary from time 
to time.  During the year ended December 31, 1996, national advertising contrib-
uted 37%, and local advertising contributed 63%, of total gross cash adver-
tising revenues.  Most advertising contracts are short-term.  Like that of the 
television broadcasting business generally, BHC's television business is sea-
sonal.  In terms of revenues, generally the fourth quarter is strongest, fol-
lowed by the second, third and first.

     Advertising is generally placed with BHC stations through advertising 
agencies, which are allowed a commission generally equal to 15% of the price 
of advertising placed.  National advertising time is usually sold through a 
national sales representative, which also receives a commission, while local 
advertising time is sold by each station's sales staff.  In July 1995, UTV 
established a national sales representative organization, United Television 
Sales, Inc. ("UTS"), to represent, initially, all BHC stations.  Practices with 
respect to sale of advertising time do not differ markedly between BHC's major 
network and UPN stations, although the major-network affiliated stations have 
less inventory to sell.  


     Government Regulation

     Television broadcasting operations are subject to the jurisdiction of the 
FCC under the Communications Act of 1934, as amended (the "Communications 
Act").  The Communications Act empowers the FCC, among other things, to 
issue, revoke or modify broadcast licenses, to assign frequencies, to deter-
mine the locations of stations, to regulate the broadcasting equipment used 
by stations, to establish areas to be served, to adopt such regulations as 
may be necessary to carry out the provisions of the Communications Act and to
impose certain penalties for violation of its regulations.  BHC television 
stations are subject to a wide range of technical, reporting and operational
requirements imposed by the Communications Act or by FCC rules and policies.
The Communications Act was recently and substantially amended by the Tele-
communications Act of 1996 (the "Telecom Act"), some provisions of which have
been incorporated into the FCC's rules and regulations during the past year,
and other provisions of which will be incorporated over the next several 
months.

     The Communications Act provides that a license may be granted to any 
applicant if the public interest, convenience and necessity will be served 
thereby, subject to certain limitations, including the requirement that the
FCC allocate licenses, frequencies, hours of operation and power in a manner 
that will provide a fair, efficient and equitable distribution of service 
throughout the United States.  Television licenses generally have been issued 
for five-year terms, but the Telecom Act permits the FCC to issue such licenses 
and their renewals for up to eight years.  Upon application, and in the 
absence of adverse questions as to the licensee's qualifications or operations,
television licenses have usually been renewed for additional terms without a 
hearing by the FCC.  An existing license automatically continues in effect once 
a timely renewal application has been filed until a final FCC decision is 
issued.

     KMSP UPN 9's license renewal was granted on April 15, 1993, and is due to 
expire on April 1, 1998.  KTVX's license renewal was granted on September 29, 
1993, and is due to expire on October 1, 1998.  KUTP UPN 45's license renewal 
was granted on March 28, 1994, and is due to expire on October 1, 1998.  KCOP 
UPN 13's license renewal was granted on April 18, 1994, and is due to expire on 
December 1, 1998.  KBHK UPN 44's license renewal was granted on October 2, 
1995, and is due to expire on December 1, 1998.  KPTV UPN 12's license 
renewal was granted on August 9, 1995, and is due to expire on February 1, 
1999.  KMOL's license renewal was granted on August 18, 1995, and is due to 
expire on August 1, 1998.  WWOR UPN 9's license renewal was granted July 16,
1996 and is due to expire June 1, 1999.

                                     8
<PAGE>
     Under existing FCC regulations governing multiple ownership of broadcast 
stations, a license to operate a television station generally will not be 
granted to any party (or parties under common control), if such party directly 
or indirectly owns, operates, controls or has an attributable interest in 
another television or radio station serving the same market or area.  The FCC, 
however, is favorably disposed to grant waivers of this rule for radio station-
television station ownership combinations in the top 25 television markets, in 
which there will be at least 30 separately owned, operated and controlled 
broadcast stations, and in certain other circumstances.  The Telecom Act 
directs the FCC to extend this waiver policy to the top 50 markets, con-
sistent with the public interest, and to conduct a rule-making proceeding to
determine whether to retain or modify the current restriction on same-market
multiple television station ownership.

     FCC regulations further provide that a broadcast license will not be 
granted if that grant would result in a concentration of control of radio and 
television broadcasting in a manner inconsistent with the public interest, 
convenience or necessity.  FCC rules deem such concentration of control to 
exist if any party, or any of its officers, directors or stockholders, 
directly or indirectly, owned, operated, controlled or had an attributable 
interest in television stations capable of reaching, in the aggregate, a 
maximum of 35% of the national audience.  This percentage is determined by
the DMA market rankings of the percentage of the nation's television house-
holds considered within each market.  Because of certain limitations of the 
UHF signal, however, the FCC will attribute only 50% of a market's DMA reach
to owners of UHF stations for the purpose of calculating the audience reach
limits.   Applying the 50% reach attribution rule to UHF stations KBHK UPN 
44 and KUTP UPN 45, the eight BHC stations are deemed to reach approximately
18% of the nation's television households.  The FCC is considering whether to
eliminate the 50% attribution reduction under this rule for UHF stations.

     The FCC's multiple ownership rules require the attribution of the licenses 
held by a broadcasting company to its officers, directors and certain of its 
stockholders, so there would ordinarily be a violation of FCC regulations where 
an officer, director or such a stockholder and a television broadcasting 
company together hold interests in stations exceeding the maximum audience 
reach or more than one station that serves the same area.  In the case of
a corporation controlling or operating television stations, such as Chris-
Craft, there is attribution only to stockholders who own 5% or more of the 
voting stock, except for institutional investors, including mutual funds, 
insurance companies and banks acting in a fiduciary capacity, which may own
up to 10% of the voting stock without being subject to such attribution, 
provided that such entities exercise no control over the management or 
policies of the broadcasting company.  

     The FCC has begun a proceeding to consider modification of the various TV 
ownership restrictions described above, as well as changes in the rules for 
attributing the licenses held by an enterprise to various parties.  Chris-Craft 
cannot predict the outcome of the FCC proceedings.

     FCC regulations currently prevent a national sales representative organi-
zation, such as UTS, which is commonly owned with a national network such as 
UPN, from representing affiliates of that network other than affiliates that 
are also under common ownership with the network.  FCC regulations also place 
restrictions on provisions of agreements between networks and their affiliates 
relating to network exclusivity, territorial exclusivity, time optioning, and 
pre-emption rights.  The FCC is conducting rule-making proceedings to consider 
whether to retain, modify, or eliminate these regulations.  Chris-Craft is 
unable to predict the outcome of these proceedings.

     As required by the Telecom Act, the FCC recently amended another of its 
regulations, the dual network rule, which generally had prohibited common 
ownership or control of two television broadcast networks.  Ownership and 
control of two or more such networks will now be permitted, except for common 
ownership or control between two of ABC, NBC, CBS, and Fox, or any one of those 
four networks and either UPN or WB.

     The Telecom Act directs the FCC to conduct a rule-making proceeding to 
require the inclusion, in all television sets 13 inches or larger, of a feature 
(commonly referred to as the V-chip) designed to enable viewers to block 
display of programs carrying a common rating and authorizes the FCC to 
establish an advisory committee to recommend a system for rating video 
programming that contains sexual, violent, or other indecent material about

                                     9
<PAGE>
which parents should be informed, before it is displayed to children, if the 
television industry does not establish a satisfactory voluntary rating system 
of its own.  Industry leaders announced establishment of a voluntary rating
system in January 1997.  The Telecom Act also directs the FCC to adopt regu-
lations requiring increased closed-captioning of video programming and to 
conduct an inquiry into the use of audio-narrated descriptions of video 
programming that could increase the accessibility of such programming to 
persons with visual impairments.
 
     FCC regulations prohibit the holder of an attributable interest in a tele-
vision station from having an attributable interest in a cable television 
system located within the predicted coverage area of that station.  FCC regu-
lations also prohibit the holder of an attributable interest in a television 
station from having an attributable interest in a daily newspaper located 
within the predicted coverage area of that station.  The FCC intends to conduct
a rule-making proceeding to consider possible modification of this latter 
regulation.

     FCC regulations implementing the Cable Television Consumer Protection and 
Competition Act of 1992 (the "1992 Cable Act") require each television broad-
caster to elect, at three-year intervals beginning June 17, 1993, either to (i) 
require carriage of its signal by cable systems in the station's market ("must-
carry") or (ii) negotiate the terms on which such broadcast station would 
permit transmission of its signal by the cable systems within its market 
("retransmission consent").  In a 2-1 decision issued on December 13, 1995, a 
special three-judge panel of the U.S. District Court for the District of 
Columbia upheld the constitutionality of the must-carry provisions.  The 
District Court's decision has been appealed to the U.S. Supreme Court, which 
has heard the appeal and is expected to issue a decision prior to June 30, 
1997.  In the meantime, the FCC's must-carry regulations implementing the 1992 
Cable Act remain in effect.  Chris-Craft cannot predict the outcome of the 
Supreme Court review of the case.

     On August 8, 1996, under the Children's Television Act of 1990 (the 
"CTA"), the FCC amended its rules to establish a "processing guideline" for 
broadcast television stations, of at least three hours per week, averaged over
a six-month period, of "programming that furthers the educational and inform-
ational needs of children 16 and under in any respect, including the child's 
intellectual/cognitive or social/emotional needs."  Children's "Core 
Programming" has been defined as educational and informational programming 
that, among other things (i) has serving the educational and informational 
needs of children "as a significant purpose," (ii) has a specified educa-
tional and informational objective and a specified target child audience, 
(iii) is regularly scheduled, weekly programming, (iv) is at least 30 minutes
in length, and (v) airs between 7:00 a.m. and 10:00 p.m.  Any station that 
satisfied the processing guideline by broadcasting at least three weekly 
hours of Core Programming will receive FCC staff-level approval of the 
portion of its license renewal application pertaining to the CTA.  Alterna-
tively, a station may qualify for staff-level approval even if it broadcasts
"somewhat less" than three hours per week of Core Programming by demon-
strating that it has aired a weekly package of different types of educational
and informational programming that is "at least equivalent" to three hours of
Core Programming.  Non-Core Programming that can qualify under this alterna-
tive includes specials, public service announcements, short-form programs 
and regularly scheduled non-weekly programs, with "a significant purpose of 
educating and informing children."  A licensee that does not meet the pro-
cessing guidelines under either of these alternatives will be referred by 
the FCC's staff to the Commissioners of the FCC, who will evaluate the 
licensee's compliance with the CTA on the basis of both its programming and
its other efforts related to children's educational and informational pro-
gramming, e.g., its sponsorship of Core Programming on other stations in the
market, or nonbroadcast activities "which enhance the value" of such pro-
gramming.  A television station ultimately found not to have complied with 
the CTA could face sanctions including monetary fines and the possible non-
renewal of its broadcast license.

     The FCC is conducting a rulemaking proceeding to devise a table of channel 
allotments in connection with the introduction of digital television service 
("DTV").  The FCC has preliminarily decided to assign a second broadcast 
channel to each full-power commercial television station for DTV operation.  
According to this preliminary decision, stations would be permitted to phase in 
their DTV operations over a period of several years following adoption of a 
final table of allotments, after which they would be required to surrender 
their non-DTV channels.  Meanwhile, Congress is considering proposals that 
would require incumbent broadcasters to bid at auctions for the additional
spectrum required to effect a transition to DTV, or, alternatively, would 
assign additional DTV spectrum to incumbent broadcasters and require the
early surrender of this non-DTV channel for sale by public

                                    10 
                                    
<PAGE>
auction.  Chris-Craft cannot predict if, or when, any of these proposals will 
be adopted or the effect, if any, adoption of such proposals would have on 
Chris-Craft.

     The FCC currently is reviewing certain of its rules governing the rela-
tionship between broadcast television networks, including UPN, and their 
affiliated stations.  In a rulemaking proceeding, the FCC is examining its rules
prohibiting broadcast television networks from representing their affiliated 
stations for the sale of non-network advertising time and from influencing or 
controlling the rates set by their affiliates for the sale of such time. 
Separately, the FCC is conducting a rulemaking proceeding to consider the 
relaxing or elimination of its rules prohibiting broadcast networks from (i) 
restricting their affiliates' rights to reject network programming, (ii) 
reserving an option to use specified amounts of their affiliates' broadcast 
time, and (iii) forbidding their affiliates from broadcasting the programming 
of another network; and to consider the relaxation of its rule prohibiting
network affiliated stations from preventing other stations from broadcasting 
the programming of their network.

     The Communications Act limits the amount of capital stock that aliens 
(including their representatives, foreign governments, their representatives, 
and entities organized under the laws of a foreign country) may own in a tele-
vision station licensee or any corporation directly or indirectly controlling 
such licensee.  No more than 20% of a licensee's capital stock and, if the FCC 
so determines, no more than 25% of the capital stock of a company controlling 
a licensee, may be owned, directly or indirectly, or voted by aliens or their 
representatives.  Should alien ownership exceed this limit, the FCC may revoke 
or refuse to grant or renew a television station license or approve the 
assignment or transfer of such license.  Chris-Craft believes the ownership by 
aliens of its stock and that of BHC and UTV to be below the applicable limit.

     The Communications Act prohibits the assignment of a broadcast license or 
the transfer of control of a licensee without the prior approval of the FCC.  
Legislation was introduced in the past that would impose a transfer fee on 
sales of broadcast properties.  Although that legislation was not adopted,
similar proposals, or a general spectrum licensing fee, may be advanced and
adopted in the future.  Recent legislation has imposed annual regulatory fees 
applicable to BHC stations, currently ranging as high as $22,400 per station.

     The foregoing does not purport to be a complete summary of all the pro-
visions of the Communications Act or regulations and policies of the FCC there-
under.  Reference is made to the Communications Act, such regulations and the 
public notices promulgated by the FCC for further information.

     Other Federal agencies, including principally the Federal Trade Commis-
sion, also impose a variety of requirements that affect the business and 
operations of broadcast stations.  Proposals for additional or revised 
requirements are considered by the FCC, other Federal agencies or Congress 
from time to time.  Chris-Craft cannot predict what new or revised Federal 
requirements may result from such consideration or what impact, if any, such
requirements might have upon the operation of BHC television stations.

     Competition

     BHC television stations compete for advertising revenue in their 
respective markets, primarily with other broadcast television stations and 
cable television channels, and compete with other advertising media as well.
Such competition is intense.  

     In addition to programming, management ability and experience, technical 
factors and television network affiliations are important in determining 
competitive position.  Competitive success of a television station depends
primarily on public response to the programs broadcast by the station in rela-
tion to competing entertainment, and the results of this competition affect the 
advertising revenues earned by the station from the sale of advertising time.

     Audience ratings provided by Nielsen have a direct bearing on the 
competitive position of television stations.  In general, major network pro-
grams achieve higher ratings than other programs.

                                    11

<PAGE>
     There are at least five other commercial television stations in each 
market served by a BHC station.  Chris-Craft believes that the three VHF 
major-network affiliates and the two other VHF stations in New York City
generally attract a larger viewing audience than does WWOR UPN 9, and that 
WWOR UPN 9 generally attracts a viewing audience larger than the audiences 
attracted by the UHF stations in the New York City market.  In Los Angeles, 
the three VHF major-network affiliates and three other VHF stations generally 
attract a larger viewing audience than does KCOP UPN 13, and KCOP UPN 13 
generally attracts a viewing audience larger than the ten UHF stations in Los 
Angeles.  In Portland, the three VHF major-network affiliated stations 
generally attract a larger audience than does KPTV UPN 12, which generally 
attracts a larger audience than the other independent stations, both of which 
are UHF stations.  Chris-Craft believes that, in Minneapolis/St. Paul, KMSP 
UPN 9 generally attracts a smaller viewing audience than the three major 
network-affiliated VHF stations, but a larger viewing audience than the other 
three stations, all of which are UHF stations.  In Salt Lake City, KTVX 
generally ranks first of the six television stations in terms of audience 
share.  In San Antonio, KMOL generally ranks first of the six stations in
terms of audience share.  Of the 14 commercial television stations in San 
Francisco, KBHK UPN 44 generally ranks fifth in terms of audience share, 
behind the three major network-affiliated VHF television stations, and the VHF
Fox affiliate.  KUTP UPN 45 generally ranks sixth in terms of audience share, 
of the eight commercial stations in the Phoenix market.

     BHC stations may face increased competition in the future from additional 
television stations that may enter their respective markets.  See note (c) to 
the table under Television Division.

     Cable television has become a major competitor of television broadcasting 
stations.  Because cable television systems operate in each market served by a 
BHC station, the stations are affected by rules governing cable operations.  
If a station is not widely accessible by cable in those markets having strong 
cable penetration, it may lose effective access to a significant portion of 
the local audience.  Even if a television station is carried on a local cable 
system, an unfavorable channel or service tier position on the cable system 
may adversely affect the station's audience ratings and, in some circumstances, 
a television set's ability to receive the station being carried on an 
unfavorable channel position.  Some cable system operators may be inclined to 
place broadcast stations in unfavorable channel locations.  Similar competi-
tive effects may be expected from video delivery systems offered by local 
telephone companies, as permitted by the provisions of the Telecom Act.

     While Federal law has until recently generally prohibited local telephone 
companies from providing video programming to subscribers in their service 
areas, this prohibition has been substantially eliminated by the Telecom Act.  
The FCC has also recently adopted rules for "Open Video Systems" -- a new 
structure of video delivery system authorized by the Telecom Act for provision 
by local telephone companies and, if permitted by the FCC, others.  Chris-
Craft is unable to predict the outcome or effect of these developments.

     "Syndicated exclusivity" rules allow television stations to prevent local 
cable operators from importing distant television programming that duplicates 
syndicated programming in which local stations have acquired exclusive rights.  
In conjunction with these rules, network nonduplication rules protect the 
exclusivity of major-network broadcast programming within the local video 
marketplace.  The FCC is also reviewing its "territorial exclusivity" rule, 
which limits the area in which a broadcaster can obtain exclusive rights to 
video programming.  Chris-Craft believes that the competitive position of BHC 
stations would likely be enhanced by an expansion of broadcasters' permitted 
zones of exclusivity.

     Alternative technologies could increase competition in the areas served 
by BHC stations and, consequently, could adversely affect their profitability.  
Five direct broadcast satellite ("DBS") systems currently provide service, and 
others are expected to begin service during the next two years.  The number of 
subscribers to DBS services increased substantially during the past two years, 
from approximately 600,000 at the end of 1994, to approximately 4.3 million at 
the end of 1996.  The emergence of home satellite dish antennas has also made 
it possible for individuals to receive a host of video programming options via 
satellite transmission.  An additional challenge is now posed by wireless 
cable systems, including multichannel distribution services ("MDS").  At the 
end of 1994, wireless cable systems served about 800,000 subscribers.  Two 
four-channel MDS licenses have been granted in

                                    12

<PAGE>
most television markets.  MDS operation can provide commercial programming on 
a paid basis.  A similar service can also be offered using the instructional 
television fixed service ("ITFS").  The FCC now allows the educational 
entities that hold ITFS licenses to lease their "excess" capacity for 
commercial purposes.  The multichannel capacity of ITFS could be combined with 
either an existing single channel MDS or a newer multichannel multi-point
distribution service to increase the number of available channels offered by 
an individual operator.  

     Technological developments in television transmission have created the 
possibility that one or more of the broadcast and nonbroadcast television 
media will provide enhanced or "high definition" pictures and sound to the
public of a quality that is technically superior to that of the pictures and 
sound currently available.  It is not yet clear when and to what extent 
technology of this kind will be available to the various television media; 
whether and how television broadcast stations will be able to avail themselves 
of these improvements; whether all television broadcast stations will be 
afforded sufficient spectrum to do so; what channels will be assigned to each 
of them to permit them to do so; whether viewing audiences will make choices 
among services upon the basis of such differences; or, if they would, whether 
significant additional expense would be required for television stations to 
provide such services.  Many segments of the television industry are 
intensively studying digital television technology.  A proceeding is under way 
at the FCC regarding digital television service policies, including "high 
definition" television service.  The Telecom Act, as well as proposed federal 
legislation, addresses several of these issues.  Chris-Craft is unable to 
predict the outcome of these developments.

     The broadcasting industry is continuously faced with technological 
changes, competing entertainment and communications media and governmental 
restrictions or actions of Federal regulatory bodies, including the FCC. 
These technological changes may include the introduction of digital compres-
sion by cable systems that would significantly increase the number and 
availability of cable program services with which BHC stations compete for
audience and revenue, the establishment of interactive video services, and the 
offering of multimedia services that include data networks and other computer 
technologies.  Such factors have affected, and will continue to affect, the
revenue growth and profitability of Chris-Craft.


                       Industrial Division

     Chris-Craft Industrial Products, Inc., the wholly owned subsidiary of 
Chris-Craft that constitutes its Industrial Division, is primarily engaged in 
manufacturing plastic flexible films.  These products are marketed as roll and 
cut stock as well as proprietary and private-label end products.  The end 
products include plastic flexible films and water-soluble hospital laundry 
bags.

     Significant portions of the sales of the Industrial Division are to the 
flexible film packaging industry and health care facilities.  Sales of 
particular items may vary widely from year to year as specifications, designs 
and other conditions change.  The products of the Industrial Division are sold 
by it directly and by sales agents and distributors.  

     Sales of plastic film to two large chemical manufacturers equaled 14.6% 
and 5.2%, and to two health care customers equaled 8.1% and 8.0%, of 1996 
Division revenues, respectively.  Sales to these accounts are generally made 
on the basis of competitive bidding on each item sold.  Similar arrangements 
with these customers have prevailed for a number of years.  The loss of these 
customers, unless their business was replaced by others, would have an adverse 
effect on the Industrial Division.  


     Plastic Flexible Films

     Chris-Craft's plastic flexible films are based primarily on polyvinyl 
alcohol polymers; some of the film products are water-soluble in their end 
use applications, while others are made water-insoluble.  Chris-Craft's major
use for such film is in water-soluble packaging for pre-measured amounts of 
chemical compounds.  The film is also 
                          
                                    13

<PAGE>
used in the manufacture of water-soluble hospital laundry bags.  Management 
is aware of competition from two other domestic and several foreign producers 
of similar film.

     Another series of polyvinyl alcohol film is used as a release agent in 
connection with the fabrication of fiberglass-reinforced and other plastic 
products.  For certain of these applications, Chris-Craft's film competes with
those of a number of producers of other types of films.

     M.D. Industries, Inc., a subsidiary of the Industrial Division, markets 
health care products manufactured by the Division and by others, including 
proprietary products made for M.D. Industries.

     The Industrial Division is faced with keen competition in each of its 
product lines from other companies that manufacture and sell these products.


     Raw Materials 

     Principal raw materials used by the Industrial Division include polymers 
and chemical additives.  These have generally been readily available from many 
sources.


ITEM 2.   PROPERTIES.

     Television Division

     KCOP owns its studios and offices in two buildings in Los Angeles 
containing a total of approximately 54,000 square feet located on adjacent 
sites having a total area of approximately 1.93 acres.  KCOP's transmitter
is located atop Mt. Wilson on property utilized pursuant to a permit issued by 
the United States Forest Service. 

     KPTV owns its studios and offices in a building in Portland, Oregon, 
containing approximately 45,300 square feet located on a site of approximately 
2.0 acres.  Its transmitter is located on its own property at a separate site 
containing approximately 16.18 acres.

     WWOR owns office and studio facilities in Secaucus, New Jersey, 
containing approximately 110,000 square feet on approximately 3.5 acres and 
leases additional office space in New York City.  Along with almost all of the
television stations licensed to the New York market, WWOR's transmitter is 
located on top of the World Trade Center in New York City pursuant to a lease 
agreement which expires in 2004, unless terminated by WWOR in 1999.

     Physical facilities consisting of offices and studio facilities are owned 
by UTV in Minneapolis, San Antonio and Phoenix and are leased in Salt Lake 
City and San Francisco.  The Salt Lake City lease agreement expires in 1999 
and is renewable, at an increased rental, for two five-year periods.  The San 
Francisco lease expires in 2007.

     The Minneapolis facility includes approximately 49,700 square feet of 
space on a 5.63-acre site.  The Salt Lake City facility is approximately 
30,400 square feet on a 2.53-acre site.  The San Antonio facility is approxi-
mately 41,000 square feet on a .92-acre site.  The San Francisco facility is 
approximately 27,700 square feet in downtown San Francisco.  The Phoenix 
facility is approximately 26,400 square feet on a 3.03-acre site.  Smaller
buildings containing transmission equipment are owned by UTV at sites separate 
from the studio facilities.

     UTV owns a 55-acre tract in Shoreview, Minnesota, of which 40 acres are 
used by KMSP for transmitter facilities and tower.

                                    14

<PAGE>
     KTVX's transmitter facilities and tower are located at a site on Mt. 
Nelson, close to Salt Lake City, under a lease that expires in 2004.  KTVX 
also maintains back-up transmitter facilities and tower at a site on nearby 
Mt. Vision under a lease that expires in 2002 and is renewable, at no increase 
in rental, for a 50-year period.

     KMOL's transmitter facilities are located at a site near San Antonio on 
land and on a tower owned by Texas Tall Tower Corporation, a corporation owned 
in equal shares by UTV and another television station that also transmits from 
the same tower.

     KBHK's transmitter is located on Mt. Sutro, as part of the Sutro Tower 
complex, which also houses equipment for other San Francisco television 
stations and many of its FM radio stations.  The lease for the Mt. Sutro 
facilities expires in February 2005 and is renewable for two five-year 
periods.

     KUTP's transmitter facilities and tower are located on a site within 
South Mountain Park, a communications park owned by the City of Phoenix, which 
also contains transmitter facilities and towers for the other television
stations in Phoenix as well as facilities for several FM radio stations.  The 
license for this space expires in 2012.


     Industrial Division

     As described below, the Industrial Division owns a plant in Gary, Indiana 
and leases facilities in Northbrook, Illinois and in South Holland, Illinois, 
which leases expire on October 31, 1999 and June 30, 1998, respectively.


                                            Factory and
                                            Office Space      Site
Plant Location     Principal Product        (Square Feet)     (Acres)
--------------     ----------------------   -------------     -------

Gary, Indiana      Plastic flexible films       48,000           5
                   and water-disposable
                   hospital bags

Northbrook,        Health care products          5,166          --
Illinois

South Holland,     Warehouse for healthcare     33,000          --
Illinois           products distribution
                          __________________

     Chris-Craft believes its properties are adequate for their present uses.


ITEM 3.   LEGAL PROCEEDINGS.

     Montrose Chemical Corporation of California ("Montrose"), whose stock is 
50% owned by Chris-Craft and 50% by a subsidiary of Zeneca Inc. ("Zeneca"), 
discontinued its manufacturing operations in 1983 and has since been defending 
claims for costs and damages relating to environmental matters.  Chris-Craft 
has been named as a defendant in certain of these actions by plaintiffs 
seeking to hold Chris-Craft liable for Montrose activities.   

                                    15

<PAGE>
     In April 1983, the United States of America and the State of California 
instituted an action in the Federal District Court for the Central District of 
California, entitled United States of America et al. v. J.B. Stringfellow,
et al., Case No. 83-2501 JMI (MCX), against Montrose and approximately 20 
other defendants relating to alleged environmental impairment at the String-
fellow Hazardous Waste Disposal Site in California.  The complaint alleges
that Montrose generated toxic wastes containing DDT which were deposited at 
the Stringfellow Site between 1969 and 1972, allegedly constituting approx-
imately 19% by volume of all toxic wastes deposited at the site.  During this
period, the Stringfellow Site was licensed as a hazardous waste disposal 
facility by the State of California.  The action seeks an injunction against 
numerous generators of waste materials which were deposited at the String-
fellow Site, including Montrose, the owners of the Stringfellow Site and 
others, to abate the release of substances from the site and to remedy 
allegedly hazardous conditions.  The action seeks to impose joint and several 
liability against all defendants for all costs of removal and remedial action 
incurred by the Federal and state governments at the site.   On September 30, 
1990, the United States Environmental Protection Agency ("EPA") issued a 
Record of Decision for the site which selected some of the interim remedial 
measures preferred by the EPA and the State, the estimated present value of 
the capital costs of which was estimated by them to be $169 million although 
the estimate purports to be subject to potential variations of up to 50%.  
Plaintiffs also seek recovery for remedial expenditures.  The action also 
seeks unspecified damages for alleged harm to natural resources.  On June 22, 
1992, Montrose and other defendants signed a consent decree with the United 
States regarding certain remedial work at and near the Stringfellow Site, 
which decree was entered by the District Court in October 1992.  On January 
26, 1995, the District Court entered a ruling allocating liability at the site 
under both the Comprehensive Environmental Response, Compensation and Liabil-
ity Act of 1980, as amended ("CERCLA" or the "Superfund" statute) and state 
law.  The CERCLA allocation was 65% to the State of California, 10% to the 
owners of the site and 25% to the generator defendants (including Montrose).  
The state law allocation was 100% to the State.  The State is expected to 
appeal, when an appealable order embodying this ruling is entered by the 
District Court.  In addition, in 1986-7 the United States Department of 
Justice sought and received information regarding the relationship between 
Montrose and its two 50% shareholders.  The Department's inquiry was directed 
to the issue whether Chris-Craft, as a shareholder of Montrose, should be 
added as a party to the action.  Chris-Craft is not aware of any further 
action taken by the Department in this matter.

     In June 1990, the United States of America and the State of California 
commenced an action in the United States District Court for the Central 
District of California, entitled United States of America et al. v. Montrose
Chemical Corporation of California et al., Civil Action No. 90-3122 AAH (JRX), 
against, among others, Montrose and Chris-Craft.  Certain United States 
affiliates of Zeneca (the "Zeneca Affiliates"), as well as Westinghouse 
Electric Corporation, which has no connection with Chris-Craft, were also 
named as defendants. Brought under CERCLA, plaintiffs alleged with respect to 
Montrose, Chris-Craft, and the Zeneca Affiliates, in the first cause of action, 
that Montrose released hazardous substances, including DDT, into the environ-
ment in and around Los Angeles, California, including the waters surrounding 
the Palos Verdes Peninsula, the Los Angeles-Long Beach Harbor, and the Channel 
Islands.  The first cause of action also alleged that Westinghouse released 
PCBs into the same waters.  The complaint sought a declaration that defendants 
are jointly and severally liable for damages (in amounts not specified) 
resulting from injury to natural resources caused by the alleged releases, 
including loss of use and costs of restoration, plus plaintiffs' costs in 
assessing such damages.  In the second cause of action, plaintiffs also sought 
to hold Montrose, Chris-Craft, and the Zeneca Affiliates jointly and severally 
liable for all costs incurred and to be incurred in connection with alleged 
hazardous substance contamination to soil and ground water at the site of 
Montrose's former plant in Torrance, California.  In January 1995, after 
producing expert reports to support the first cause of action describing both 
the alleged natural resources damages and also possible restoration plans for 
dredging or capping the allegedly contaminated ocean sediments, the plaintiffs 
stated that, although they have not completed their restoration analysis, they 
would seek to recover between approximately $300 million and $1.1 billion from 
the defendants.  

     On March 22, 1995, the District Court granted the defendants' motion for 
summary judgment on the first cause of action, ruling that the government's 
claim for natural resource damages was barred by the applicable statute of 
limitations and also ruling that CERCLA would limit the collective maximum 
liability of Montrose, Chris-Craft, 

                                    16
<PAGE>

and the Zeneca Affiliates for natural resource damages to $50 million.  On 
January 17, 1997, the U.S. Court of Appeals for the Ninth Circuit reversed the 
District Court's rulings.  The Ninth Circuit denied the government's request 
that the case be reassigned to a different District Judge on remand.  Also, 
the Ninth Circuit did not address a separate March 22, 1995 ruling by the 
District Court that the plaintiffs bear the burden of proving that any damages 
that occurred before CERCLA's enactment in December 1980 are indivisible from 
post-enactment damages.

     On July 10, 1996, EPA issued two internal memoranda in which it concluded 
that the ocean sediments threaten human health and the environment, and stated 
its intention to undertake an Engineering Evaluation/Cost Analysis ("EE/CA") 
under CERCLA to identify appropriate interim response actions.  The EE/CA, 
which is in its preliminary stages, is being managed as part of EPA's activi-
ties relative to the former Montrose plant in Torrance, California.  In Sep-
tember 1996, Chris-Craft, Montrose, the Zeneca Affiliates and Westinghouse 
filed petitions in the Court of Appeals for the District of Columbia Circuit 
challenging EPA's July 1996 actions on the grounds that they effectively added 
the area of the sediments to EPA's National Priorities List of Contaminated 
Sites without following the necessary administrative rulemaking procedures.

        In 1993, the District Court approved a $45.7 million
settlement of all natural resource damage claims between the plaintiffs and 
the Los Angeles County Sanitation District and a series of other local govern-
mental entities that had been sued by Montrose, Chris-Craft and other defend-
ants as third-party defendants (the "LACSD Defendants").  In March 1995 the 
Ninth Circuit reversed the District Court's approval of the settlement,
primarily on the grounds that the plaintiffs had not provided an overall 
estimate of the damages at issue and had not specified what portion of 
overall liability was attributable to the settling parties.

        On March 25, 1997, the plaintiffs lodged with the District Court an 
amended $45.7 million settlement with the LACSD Defendants.  In light of EPA's 
recent activities on the Palos Verdes Shelf, this settlement purports to cover 
claims both for natural resource damages and also for response costs (which 
are asserted by EPA).  The settlement states that for its purposes the 
plaintiffs value their total natural resource damage and response cost claims 
with respect to the Palos Verdes Shelf at $225 million to $250 million.  This 
settlement does not provide any detailed explanation of how this range was 
determined, although it apparently is based on a rough estimate of the cost of 
undertaking some remediation of the contaminated sediments.  EPA also states 
in the settlement that it "may determine that no action is appropriate" to 
remediate the sediments.

     Since 1984 Montrose has been complying with a Consent Order entered into 
with the Nevada Department of Conservation and Natural Resources Division of 
Environmental Protection ("DEP") requiring operation of a ground water inter-
cept treatment system near a production facility used by Montrose until 1985 
in Henderson, Nevada.  The EPA and DEP are currently reconsidering whether 
the complex that includes the Henderson facility should be included on the 
National Priority List.  In April 1991, and again in February and June 1996, 
Montrose entered into additional consent orders with DEP and other parties 
requiring investigation of environmental conditions at the Henderson facility.

     In September 1994, the EPA notified Chris-Craft that it had been desig-
nated as a "potentially responsible party" under CERCLA (a "PRP") in con-
nection with the Diamond Alkali Superfund Site on the Passaic River in Newark, 
New Jersey.  The EPA alleges that hazardous substances were released into the 
river from a facility operated by a predecessor company.  The facility was 
located near the Diamond Alkali property, but not on the riverfront, and was 
sold by Chris-Craft in 1972.  Chris-Craft disputes that it is a responsible 
party.  At the request of the EPA, Maxus Energy Corp., the former owner of the 
Diamond Alkali property and a designated PRP at the site, is currently per-
forming a feasibility study estimated to cost approximately $10 million to 
determine the extent of contamination in the area and to evaluate possible 
corrective actions.  

     In each case involving Montrose where Chris-Craft has been named as a 
defendant, Chris-Craft contends that it is not liable and that it neither 
owned nor operated the facilities involved, nor did it arrange for the 
disposal of hazardous substances.  Chris-Craft and its predecessors were 
shareholders of Montrose and provided certain 

                                    17
<PAGE>

management services to Montrose as it conducted its operations.  Based on the 
available information, the status of the proceedings, and the applicable legal 
and accounting standards, Chris-Craft, in reliance, among other things, on the 
advice of counsel, believes that it should have no liability (under CERCLA or 
otherwise) for the operations of Montrose and does not presently consider 
liability to be "probable" in any of the Montrose-related cases.  Accordingly, 
under Statement of Financial Accounting Standards No. 5, "Accounting for 
Contingencies," no amount has been reserved in Chris-Craft's financial state-
ments.  The Diamond Alkali Superfund Site matter does not include Montrose, 
and based on the review to date by Chris-Craft and its counsel, they believe 
Chris-Craft has been erroneously identified as a PRP at the site; Chris-Craft 
is unable to determine at this stage if it could have any liability at the 
site.

     If a court ultimately rejected Chris-Craft's defenses, under CERCLA 
Chris-Craft could be held jointly and severally liable, without regard to 
fault, for response costs and natural resource damages.  A party's ultimate
liability at a site generally depends on its involvement at the site, the 
nature and extent of contamination, the remedy selected, the role of other 
parties in creating the alleged contamination and the availability of contri-
bution from those parties, as well as any insurance or indemnification agree-
ments which may apply.  In most cases, both the resolution of the complex 
issues involved and any necessary remediation expenditures occur over a number 
of years.  Future legal and technical developments in each of the foregoing 
matters will be periodically reviewed to determine if the accrual of reserves 
would be appropriate.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.


EXECUTIVE OFFICERS OF THE REGISTRANT.

     The executive officers of Chris-Craft, as of February 28, 1997, are as 
follows:

                                                               Has served
                    Positions with Chris-Craft and             as officer
     Name           age as of February 28, 1997                since    
-----------------   ------------------------------             ----------
Herbert J. Siegel   Chairman of the Board and President; 68    1968

Evan C Thompson     Executive Vice President and President,    1982
                    Television Division; 54 
                    
John C. Siegel      Senior Vice President; 44                  1985

William D. Siegel   Senior Vice President; 42                  1985

Joelen K. Merkel    Vice President and Treasurer; 45           1980

Brian C. Kelly      General Counsel and Secretary; 45          1992

     The principal occupation of each of the individuals for the past five 
years is stated in the foregoing table, except that prior to being elected 
General Counsel and Secretary of Chris-Craft on December 14, 1992, Brian C. 
Kelly served as President of Finevest Foods, Inc. ("Finevest") from July 
1992 through December 13, 1992, served as Executive Vice President, General
Counsel and Secretary of Finevest from March 1992 until July 1992 and served
as Vice President, General Counsel and Secretary of Finevest prior to 
February 1992.

     All officers hold office until the meeting of the Board following the next
annual meeting of stockholders or until removed by the Board.
                                    18

<PAGE>
                              PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS.

     The information appearing in the Annual Report under the caption STOCK 
PRICE, DIVIDEND AND RELATED INFORMATION is incorporated herein by this 
reference.


ITEM 6.   SELECTED FINANCIAL DATA.

     The information appearing in the Annual Report under the caption SELECTED 
FINANCIAL DATA is incorporated herein by this reference.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.

     The information appearing in the Annual Report under the caption 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS is incorporated herein by this reference.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Consolidated Financial Statements, Notes thereto, Report of Inde-
pendent Accountants thereon and Quarterly Financial Information (unaudited) 
appearing in the Annual Report are incorporated herein by this reference.  
Except as specifically set forth herein and elsewhere in this Form 10-K, no 
information appearing in the Annual Report is incorporated by reference into 
this report nor is the Annual Report deemed to be filed, as part of this 
report or otherwise, pursuant to the Securities Exchange Act of 1934.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

     Not applicable.

                                    19


<PAGE>                       
                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information appearing in the Proxy Statement under the captions 
ELECTION OF DIRECTORS--Nominees of the Board of Directors and ELECTION OF 
DIRECTORS-- Section 16(a) Beneficial Ownership Compliance is incorporated 
herein by this reference.  Information relating to Chris-Craft's executive 
officers is set forth in Part I under the caption EXECUTIVE OFFICERS OF THE 
REGISTRANT.


ITEM 11.  EXECUTIVE COMPENSATION.

     The information appearing in the Proxy Statement under the caption 
ELECTION OF DIRECTORS--Executive Compensation is incorporated herein by this 
reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT.

     The information appearing in the Proxy Statement under the caption 
ELECTION OF DIRECTORS--Voting Securities of Certain Beneficial Owners and 
Management is incorporated herein by this reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information appearing in the Proxy Statement under the caption 
ELECTION OF DIRECTORS--Certain Relationships and Related Transactions is 
incorporated herein by this reference.

                                    20

<PAGE>                         
                                  PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K.

     (a)  The following documents are filed as part of this report:

          1.   The financial statements and quarterly financial information 
               incorporated by reference from the Annual Report pursuant to 
               Item 8.

          2.   The financial statements of UPN and report thereon listed under 
               the caption Schedules in the Index to Consolidated Financial 
               Statements and Schedules.

          3.   Exhibits listed in the Exhibit Index, including compensatory 
               plans or arrangements listed below:

               *  Benefit Equalization Plan
               *  1988 Management Incentive Plan
               *  1989 Director Stock Option Plan
               *  1994 Management Incentive Plan
               *  1994 Director Stock Option Plan
               *  Employment Agreement dated as of January 1, 1994 between 
                    Herbert J. Siegel and Chris-Craft.
               *  Employment Agreement dated as of January 1, 1994 between 
                    Evan C Thompson and Chris-Craft.

     (b)  No reports on Form 8-K were filed by the registrant during the last 
quarter of the period covered by this report.

                                    21

<PAGE>
                            SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.

Dated:  March 28, 1997

                                        CHRIS-CRAFT INDUSTRIES, INC.     
                                                (Registrant)


                                        By:WILLIAM D. SIEGEL               
                                           William D. Siegel
                                         Senior Vice President

     Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.  

          Signature and Title                Date

          HERBERT J. SIEGEL                  March 28, 1997
          Herbert J. Siegel
          Chairman, President and
            Director (principal executive
            officer)



          WILLIAM D. SIEGEL                  March 28, 1997
          William D. Siegel
          Senior Vice President and
            Director (principal
            financial officer)



          JOELEN K. MERKEL                   March 28, 1997
          Joelen K. Merkel
          Vice President and Treasurer
            (principal accounting officer)



          EVAN C THOMPSON                    March 28, 1997
          Evan C Thompson
          Executive Vice President and
            Director

                                    22

<PAGE>
          HOWARD ARVEY                       March 28, 1997
          Howard Arvey
          Director



          LAWRENCE R. BARNETT                March 28, 1997
          Lawrence R. Barnett
          Director



          JOHN C. BOGLE                      March 28, 1997
          John C. Bogle
          Director


          T. CHANDLER HARDWICK, III          March 28, 1997
          T. Chandler Hardwick, III
          Director



          JEANE J. KIRKPATRICK               March 28, 1997
          Jeane J. Kirkpatrick
          Director



          DAVID F. LINOWES                   March 28, 1997
          David F. Linowes
          Director



          NORMAN PERLMUTTER                  March 28, 1997
          Norman Perlmutter
          Director



          JAMES J. ROCHLIS                   March 28, 1997
          James J. Rochlis
          Director



          JOHN C. SIEGEL                     March 28, 1997
          John C. Siegel
          Director
          
                                    23
          
<PAGE>
          CHRIS-CRAFT INDUSTRIES, INC. AND SUBSIDIARIES

    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES


CONSOLIDATED FINANCIAL STATEMENTS:

     Report of Independent Accountants

     Consolidated Balance Sheets - December 31, 1996 and 1995

     Consolidated Statements of Income - For the Years
      Ended December 31, 1996, 1995 and 1994

     Consolidated Statements of Cash Flows - For the Years
      Ended December 31, 1996, 1995 and 1994

     Consolidated Statements of Shareholders' Investment - For
      the Years Ended December 31, 1996, 1995 and 1994

     Notes to Consolidated Financial Statements 


SCHEDULES:

     UPN Financial Statements --

          Report of Independent Accountants

          Balance Sheets - December 31, 1996 and 1995

          Statements of Operations -
            For the Years Ended December 31, 1996 and 1995

          Statements of Changes in Partners' Capital (Deficit) - 
            For the Years Ended December 31, 1996 and 1995

          Statements of Cash Flows - For the Years
            Ended December 31, 1996 and 1995

          Notes to Financial Statements 

                                   34
          



United Paramount Network 
(a partnership between BHC Network 
Partner, Inc., BHC Network Partner II, Inc. 
and BHC Network Partner III, Inc.)
Report and Financial Statements
December 31, 1996 and 1995

		      Report of Independent Accountants


January 31, 1997

To the Partners
of United Paramount Network


In our opinion, the accompanying balance sheets and the related statements of 
operations, of changes in partners' capital (deficit) and of cash flows 
present fairly, in all material respects, the financial position of United 
Paramount Network (a partnership between BHC Network Partner, Inc., BHC 
Network Partner II, Inc. and BHC Network Partner III, Inc.) at December 31, 
1996 and 1995, and the results of its operations and its cash flows for the 
years then ended in conformity with generally accepted accounting principles.  
These financial statements are the responsibility of United Paramount Net-
work's management; our responsibility is to express an opinion on these 
financial statements based on our audits.  We conducted our audits of these 
financial statements in accordance with generally accepted auditing standards 
which require that we plan and perform the audits to obtain reasonable 
assurance about whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, evidence sup-
porting 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.

<PAGE>

United Paramount Network
Balance Sheets
(in thousands)
<TABLE>
<CAPTION>                                                      
							      December 31,
							  1996            1995
				   Assets
<S>                                                    <C>             <C>
Current assets:
   Cash and cash equivalents                           $   557       $      74
   Accounts receivable (net of allowance for
     doubtful accounts of $430 and $178, 
     respectively)                                      25,057           9,040
   Program rights and development costs (net 
     of reserve for abandonment of $5,613 
     and $4,631, respectively)                          17,815          12,893
   Other current assets                                    402             609
						       -------        --------
   Total current assets                                 43,831          22,616
						       -------        --------
Restricted cash                                          1,157             974
Property and equipment, at cost:                       -------        --------
   Furniture, fixtures and computer equipment            1,065           1,065
   Leasehold improvements and other                        358             358
						       -------        --------
							 1,423           1,423
Less accumulated depreciation                              508             198
						       -------        --------
							   915           1,225
						       -------        --------
Intangible asset (net of accumulated
   amortization of $108 and $54, respectively)             163             217
Investment in joint venture (net of reserve of 
   $2,158 and $0, respectively)                          2,827           2,750
						       -------        --------
						       $48,893       $  27,782
						       =======       =========

		 Liabilities and Partners' Capital (Deficit)

Current liabilities:
   Accounts payable                                    $ 4,027       $   3,224
   Accrued program costs                                18,168          10,587
   Accrued expenses and other liabilities               25,304          11,844
						       -------        --------
     Total current liabilities                          47,499          25,655
						       -------        --------
Due to related party                                      --           109,941                 
						       -------        --------_
     Total liabilities                                  47,499         135,596

Commitments and contingencies (Note 6)          

Partners' capital (deficit):
   Network Partner                                      (4,172)         (8,942)
   Network Partner II                                   (3,703)        (98,872)                
   Network Partner III                                   9,269            --
						       -------        --------
     Total partners' capital (deficit)                   1,394        (107,814)
						       -------        --------
						      $ 48,893       $  27,782
						      ========       =========
<?TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>
United Paramount Network
Statement of Operations

(in thousands)

</TABLE>
<TABLE>
<CAPTION>
						  For the Year Ended
						     December 31,    
						  1996           1995
<S>                                          <C>            <C>
Net revenues                                 $  56,948      $  30,376

Operating costs and expenses:
   Operating expenses                          132,593         99,940
   Selling, general and administrative 
     expenses                                   67,359         58,924
   Depreciation and amortization                   364            252
					     ---------      ---------
					       200,316        159,116
					     ---------      ---------
Operating loss                                (143,368)      (128,740)
					     ---------      ---------
Other income (expense):
   Interest expense to related parties         (14,147)        (4,535)
					     ---------      ---------
   Interest and other income                       193             62

   Net loss on investment in joint venture      (3,138)          (625)
					     ---------      ---------
					       (17,092)        (5,098)
					     ---------      ---------
Net loss                                     $(160,460)     $(133,838)
					     ==========     ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

United Paramount Network
Statements of Changes in Partners' Capital (Deficit)
(in thousands)

<TABLE>
<CAPTION>

						     Network       Network
				       Network       Partner       Partner          
				       Partner          II           III        Total

<S>                                    <C>         <C>           <C>        <C>
Balance at December 31, 1994           $ 1,500     $   1,338     $   --     $   2,838

Capital contributions                     --          23,186         --        23,186

Capital transfers between partners      (3,977)        3,977         --          --

Allocation of 1995 net loss             (6,465)     (127,373)        --      (133,838)
				       --------    ---------     --------   ---------
Balance at December 31, 1995            (8,942)      (98,872)        --      (107,814)

   Capital contributions                  --             --        20,000      20,000

   Conversion of debt to equity          8,398       164,101       63,016     235,515

   Conversion of accrued interest 
     to equity                              12         9,500        4,641      14,153

   Allocation of 1996 net loss          (3,640)      (78,432)     (78,388)   (160,460)
				       --------    ---------     --------   ---------
Balance at December 31, 1996           $(4,172)    $  (3,703)    $  9,269   $   1,394
				       ========    ==========    ========   =========
</TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>
United Paramount Network
Statements of Cash Flows

(in thousands)
<TABLE>
<CAPTION>
						   For the Year Ended
							  December 31,    
						       1996          1995
<S>                                               <C>           <C>
Cash flows from operating activities:
   Net loss                                       $(160,460)    $(133,838)
   Adjustments to reconcile net loss to net 
   cash used in operating activities:
     Amortization of program costs                  126,793        91,744
     Payments for programming                      (121,822)      (98,420)
     Depreciation and amortization                      364           252
     Abandonment reserve                                982         4,631
     Changes in assets and liabilities:              
       Increase in accounts receivable, net         (16,017)       (9,025)
       Increase in accounts payable, accrued 
	 expenses and other current liabilities      25,116        12,546
       Decrease in other assets                         207         3,052
						  ---------     ---------
   Net cash used in operating activities           (144,837)     (129,058)
						  ---------     ---------
Cash flows from investing activities:
   Additions to property and equipment                 --          (1,113)
   Cash placed in restricted account                   (183)         (974)
   Increase in intangible asset                        --            (271)
   Net investment in joint venture                      (77)       (2,750)
						  ---------     ---------
   Net cash used in investing activities               (260)       (5,108)
						  ---------     ---------
Cash flows from financing activities:
   Advances from related party                      125,580       109,935
   Capital contributions                             20,000        23,186
						  ---------     ---------
   Net cash provided by financing activities        145,580       133,121
						  ---------     ---------
   Net increase (decrease) in cash 
     and cash equivalents                               483        (1,045)

Cash and cash equivalents:
   Beginning of year                                     74         1,119
						  ---------     ---------
   End of year                                    $     557     $      74
						  =========     =========
Supplemental Cash Flow Information:

   Cash paid for interest                         $    --       $   4,530
						  =========     =========
Supplemental schedule of non-cash 
   financing activities:

   Advances from related party 
     converted to equity                          $ 235,521     $   --
						  =========     =========
   Accrued interest converted 
     to equity                                    $  14,147     $   --
						  =========     ========= 
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
United Paramount Network
Notes to Financial Statements
For the Years Ended December 31, 1996 and 1995 

Note 1 - Organization

In July 1994, BHC Network Partner, Inc. ("Network Partner"), a wholly owned 
subsidiary of Chris-Craft Industries, Inc.'s majority owned subsidiary, BHC 
Communications, Inc. ("BHC"), along with PCI Network Partner, Inc. ("PCI/NP"), 
a wholly owned indirect subsidiary of Viacom Inc.'s Paramount Television 
Group, formed the United Paramount Network ("UPN" or the "Network"), a broad-
cast television network.

UPN was organized as a partnership in December 1994 between Network Partner 
and BHC Network Partner II, Inc. ("Network Partner II"), a wholly owned 
indirect subsidiary of BHC.  BHC Network Partner III, Inc. ("Network Partner 
III"), a wholly owned indirect subsidiary of BHC, became a partner in 1996.  
PCI/NP had an option to acquire an interest in UPN equal to that of Network 
Partner, Network Partner II, and Network Partner III (collectively referred 
to as the "Partners").   The option price included approximately one-half of 
the Partners' aggregate cash contributions to UPN through the exercise date, 
plus interest, and additional cash available for ongoing UPN expenditures 
(see Note 7).

UPN began providing programming for broadcast in January 1995.  At December 
31, 1996 and 1995, the Network had 164 affiliates reaching over 92% and 150 
affiliates reaching over 90% of U.S. television households, respectively.  
The Network's revenues are derived entirely from providing television program-
ming and are, therefore, subject to fluctuations in the advertising industry.

Operating costs of the Network have been funded through capital contributions 
and loans made by the Partners and the sale of advertising.  Profits or losses 
are allocated between the Partners in accordance with the partnership agree-
ment.  During the years ended December 31, 1996 and 1995, UPN incurred 
operating losses of $143,368,000 and $128,740,000 and negative cash flows 
from operations of $144,837,000 and $129,058,000, respectively.  UPN is still 
in its early development and the cost of developing and expanding its program-
ming is expected to remain significant for several years.  The Partners 
intend to continue funding UPN as UPN incurs obligations arising through the 
normal course of its business.


Note 2 - Accounting Policies

Financial Instruments

Restricted cash consists of cash and marketable securities having maturities 
at time of purchase not exceeding one year, all of which are U.S. government 
securities.  In accordance with Statement of Financial Accounting Standards 
No. 115, "Accounting for Certain Investments in Debt and Equity Securities," 
marketable securities have been classified as held-to-maturity.  The fair 
value of restricted cash approximates its amortized cost, reflecting the 
short maturities.  Restricted cash has been placed in an account as a security 
deposit, is not available for current operations of the Network and, there-
fore, has been classified as non-current in the accompanying balance sheets.  

<PAGE>

NOTE 2 (continued)

Property and Equipment

Property and equipment is recorded at cost.  Depreciation of furniture, 
fixtures and computer equipment is computed on the straight-line method over 
the estimated useful lives of the assets which range from three to five years.  
Amortization of leasehold improvements is computed on a straight-line basis 
over the life of the lease.

Program Rights and Development Costs

Costs for program production are capitalized as incurred.  Other Network 
programming rights and related liabilities are recorded at the contractual 
amounts when the programming becomes available for telecasting.  Capitalized 
program costs are amortized over the estimated number of showings, using 
accelerated methods based on management's estimate of the flow of revenues.  
The estimated costs of recorded program rights to be charged to income within 
one year are included in current assets; payments on such program rights due 
within one year are included in current liabilities.

Costs incurred for the development of programs are capitalized and included 
in the accompanying balance sheets, net of reserves established for projects 
which may be terminated prior to being placed into production.

Revenue Recognition

The Network sells advertising time for broadcast on UPN programs through 
Premier Advertising Sales ("Premier") a wholly owned subsidiary of Paramount 
Communications, Inc., which is a subsidiary of Viacom Inc. (Note 1). Revenues 
are recognized substantially as advertisements are aired, at contractual rates 
as reported to UPN by Premier.  With respect to certain of its programming, 
UPN derives no revenue and incurs no programming expense.

Use of Estimates in Preparation of Financial Statements

Preparation of financial statements in accordance with generally accepted 
accounting principles requires the use of management estimates.

Income Taxes

As a general partnership, the Network's losses are allocated to, and reported 
by, the individual Partners.  Therefore, no income tax benefit is included in 
the accompanying financial statements.

Reclassifications

Certain amounts for 1995 have been reclassified to conform to the 1996 
presentation.

<PAGE>
NOTE 3 - Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following:

(in thousands)
					  December 31,    
					  1996    1995
Accrued advertising costs              $16,930  $ 6,215
Accrued compensation                     3,453    2,388
Accrued sales commissions                1,807    1,395
Other accrued expenses                   3,114    1,846
				       -------  -------
				       $25,304  $11,844
				       =======  =======
NOTE 4 - Investment in Joint Venture

In January 1995, UPN entered into a joint venture (the "Venture") with Saban 
Entertainment for the purpose of developing, producing and distributing 
children's television programming.  Under terms of the Venture agreement, UPN 
funds certain programming costs in return for certain distribution rights to 
such programming and a share of aggregate revenue.  UPN accounts for its 
interest in the Venture using the equity method.  


NOTE 5 - Due to Related Party

During 1996 and 1995, the Partners made loans to UPN totalling $125,580,000 
and $109,935,000, respectively.  The related party balance as of December 31, 
1995 of $109,941,000 includes accrued interest.  The loans bore interest at 
the prime rate (8.25% and 8.50% at December 30, 1996 and December 31, 1995, 
respectively), payable annually.  On December 30, 1996, all loans and accrued 
interest of $14,153,000 were converted to partnership equity.


NOTE 6 - Commitments and Contingencies

The aggregate amount payable by UPN under contracts for programming not 
currently available for telecasting and, accordingly, not included in accrued 
program costs in the accompanying balance sheets totalled approximately 
$71,000,000 and $62,000,000 at December 31, 1996 and 1995, respectively.

During 1995, UPN entered into a five year lease obligation for its office 
space.  The lease is noncancellable for three years and calls for certain 
penalty payments upon cancellation thereafter.  Rental expense was $562,000 
and $427,000 for the years ended December 31, 1996 and 1995, respectively.  
Aggregate future minimum lease payments at December 31, 1996 are $2,768,000, 
with amounts of $755,000 due in each of the years 1997 through 1999 and 
$503,000 due in 2000.  Additionally, as required by the lease agreement, UPN 
obtained an irrevocable letter of credit in the amount of $1,220,000 on behalf 
of the lessor.  The obligation under the letter of credit is required to be 
reduced annually over the lease term.
<PAGE>

NOTE 7 - Subsequent Events

On January 15, 1997, PCI/NP completed its exercise of its option in accordance 
with the terms of the option agreement (Note 1) and became an equal partner 
with BHC in UPN.  The net result of the exercise was an increase of approxi-
mately $77 million of additional capital contributed to UPN by both the 
Partners and PCI/NP.  Certain of the amounts contributed by PCI/NP were 
distributed to the Partners in accordance with the option agreement. 

<PAGE>

   
<PAGE>
                                EXHIBIT INDEX
<TABLE>
<CAPTION>
Incorporated by
Reference to:              Exhibit No.      Exhibit
---------------            -----------      -------
<S>                           <C>           <C>
Exhibit 3(A) [1]               3.1          Restated Certificate
                                            of Incorporation

Exhibit 3(B) [2]               3.2          By-Laws

Exhibit 11(H) [2]             10.1          Benefit Equalization Plan of
                                            registrant

Exhibit 10(B)(1) [5]          10.2          Amendment No. 1 thereto
     
Exhibit 10.3[10]              10.3          Amendment No. 2 thereto
     
Exhibit 10(B) [8]             10.4          Employment Agreement dated
                                            January 1, 1994 between
                                            registrant and Herbert J. Siegel

Exhibit 10(C) [8]             10.5          Split-Dollar Agreement dated
                                            January 6, 1994 between
                                            registrant and William D. Siegel

Exhibit 10(D) [8]             10.6          Split-Dollar Agreement dated
                                            January 6, 1994 between
                                            registrant and John C. Siegel
                                            
Exhibit 10(E) [3]             10.7          Form of Agreement under Executive 
                                            Deferred Income Plan of 
                                            registrant
                                            
Exhibit 10(F) [8]             10.8          Employment Agreement dated
                                            January 1, 1994 between
                                            registrant and Evan C Thompson
                                            
Exhibit A to Proxy            10.9          1988 Management Incentive Plan
Statement of registrant 
dated March 23, 1988 (File
No. 1-2999)

Exhibit 10(G)(1) [7]          10.10         Amendment No. 1 thereto

Exhibit 10(c) [4]             10.11         Management Agreement between
                                            the registrant and BHC dated
                                            July 21, 1989

Exhibit 19 [6]                10.12         Amendment No. 1 thereto dated
                                            October 31, 1991
                                    25

<PAGE>                                            
Exhibit 10(H)(2) [8]          10.13         Amendment No.2 thereto dated 
                                            March 24, 1994
                                            
Exhibit A to Proxy            10.14         1989 Director Stock Option Plan
Statement of registrant 
dated April 26, 1990
(File No. 1-2999)

Exhibit 10(I)(1) [7]          10.15         Amendment No. 1 thereto

Exhibit A to registrant's     10.16         1994 Management Incentive Plan
proxy statement dated
March 25, 1994 (File
No. 1-2999)

Exhibit B to registrant's     10.17         1994 Director Stock Option Plan
proxy statement dated
March 25, 1994 (File
No. 1-2999)

Exhibit 10.10 [9]             10.18         Option Agreement dated July 19,
                                            1994 between BHC Network Partner, 
                                            Inc. and PCI Network Partner, 
                                            Inc.

     *                         11           Computation of Primary and
                                            Fully Diluted Income per Share
                                            
     *                         13           Portions of the Annual Report
                                            incorporated by reference
                                            
     *                         21           Subsidiaries of the registrant
     
     *                         23           Consent of Price Waterhouse LLP
     
     *                         27           Financial Data Schedule
_________________________

</TABLE>
  *   Filed herewith.  

 [1]  Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1986.

 [2]  Registrant's Registration Statement on Form S-1 (Regis. No. 2-
      65906).

 [3]  Registrant's Annual Report on Form 10-K for the fiscal year ended
      August 31, 1983.

 [4]  BHC's Registration Statement on Form S-1 (Regis. No. 33-31091).

 [5]  Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1989.
                                    26
<PAGE>
 [6]  Registrant's Quarterly Report on Form 10-Q for the quarterly
      period ended September 30, 1991.

 [7]  Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1991.

 [8]  Registrant's Annual Report on Form 10-K for the year ended
      December 31, 1993.
 
 [9]  BHC's Annual Report on Form 10-K for the year ended December 31,
      1994.

[10]  Registrant's Annual Report on Form 10-K for the year ended December
      31, 1994.
                                    27