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

                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934 

(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, 1997

                                       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:

                                      Name of each Exchange
    Title of each class               on which registered   
  
    Prior Preferred Stock             New York Stock Exchange
    $1.00 cumulative dividend         Pacific Exchange
               
    Convertible Preferred Stock       New York Stock Exchange
    $1.40 cumulative dividend         Pacific Exchange

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

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.  [   ]
<PAGE>
   The aggregate market value of the voting stock held by non-affiliates of the
registrant, as of February 28, 1998, was approximately $1,500,000,000.

   As of February 28, 1998, there were 23,628,351 shares of the registrant's
Common Stock and 7,912,783 shares of the registrant's Class B Common Stock
outstanding.


                       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          I, II
        registrant's annual
        report to stockholders
        for the fiscal year ended
        December 31, 1997 (the
        "Annual Report") that are
        specifically identified
        herein as incorporated by
        reference into this Form
        10-K.

        Those portions of the            III
        registrant's proxy
        statement for the
        registrant's 1998 Annual
        Meeting (the "Proxy
        Statement") that are
        specifically identified
        herein as incorporated by
        reference into this Form
        10-K.
<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 (78.8% at February 28, 1998) subsidiary, BHC Communications, Inc.
("BHC"), which owns 100% of Chris-Craft Television, Inc. ("CCTV"), 100% of
Pinelands, Inc. ("Pinelands") and, as of February 28, 1998, 58.8% of United
Television, Inc. ("UTV").

   At February 28, 1998, Chris-Craft (including UTV) had 1,169 full-time
employees and 135 part-time employees.

   On January 20, 1998, UTV acquired the assets of a UHF television station in
Baltimore, Maryland, at which time the station's call letters were changed to
WUTB, and the station became an affiliate of the United Paramount Network
("UPN"), a fifth broadcast television network which is 50%-owned by BHC.  In
October 1997, UTV agreed to purchase the assets of UHF television station WRBW
in Orlando, Florida, for $60,000,000 and possible future consideration.  The
acquisition is subject to approval by the Federal Communications Commission and
other conditions.

   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 three
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>
                                                     Total  
                                                     Commercial
                Network        DMA TV                Stations       DMA Cable
Station and     Affiliation/   House-     DMA        Operating in   TV Pene-
Location (a)    Channel        Holds(b)   Rank (b)   Market (c)     tration(d)
------------    ------------   --------   --------   ------------   ----------
KCOP
  Los Angeles   UPN 13         5,009,230     2nd         7VHF          63%
                                                        10UHF
WWOR (e)
  Secaucus      UPN 9          6,755,510     1st         6VHF          71%
                                                        14UHF
KPTV
  Portland      UPN 12           976,190    24th         4VHF          63%
                                                         2UHF
KMSP                                                    
  Minneapolis/
  St. Paul      UPN 9          1,448,100    14th         4VHF          52%
                                                         3UHF 
KTVX
  Salt Lake
  City          ABC 4            690,310    36th         4VHF          56%
                                                         2UHF
KMOL
  San Antonio   NBC 4            648,550    38th         3VHF          65%
                                                         3UHF
KBHK
  San Francisco UPN 44         2,297,880     5th         4VHF          71%
                                                        10UHF
WUTB
  Baltimore     UPN 24           988,040    23rd         3VHF          65%
                                                         3UHF
KUTP
  Phoenix       UPN 45         1,289,210    17th         4VHF          59%
                                                         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.

                                     4
<PAGE>
                Television stations derive their revenues primarily from sell-
ing advertising time.  The television advertising sales market consists primar-
ily 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
television 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 stations, 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 station, 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.  


        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
available 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, 1997 was not significant to Chris-Craft's financial
position.  BHC television stations also produce

                                     5

<PAGE>
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
syndicated television shows, many of which have been shown previously on a
major network, and syndicated feature films, which were either made for network
television or have been exhibited previously in motion picture theaters (most
of which films have been shown previously on network or cable television). 
Syndicated 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
syndication 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
advertising 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,
therefore, with less inventory.  

        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 television stations and broadcasting networks for sales of air
time.  Chris-Craft believes that the effect of barter on BHC television
stations is not significantly different from its impact on the industry as a
whole.

        BHC television stations are frequently required to make substantial
financial commitments to obtain syndicated programming while such programming
is still being broadcast by another network and before it is available for
broadcast by BHC stations, or even before it has been produced.  Generally,
syndication 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
programming 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
unamortized film contract rights for programming available for telecasting, and
deposits on film contracts for programming not available for telecasting
aggregating $121,977,000 as of December 31, 1997.  The stations were committed
for film and sports rights contracts aggregating $178,100,000 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 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. 
Network 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. 

        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.  The term of KMOL's affiliation agreement automatically

                                     6
<PAGE>
renews for two year periods, unless either party notifies the other that the
affiliation will not be renewed.  Current FCC rules do not limit the duration
of affiliation 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 may give the
network the right to offer that program to another station in the area.


        United Paramount Network

        UPN, owned 50% by BHC and 50% by Viacom Inc.'s Paramount Television
Group ("Paramount"), broadcasts six hours of original prime time programming on
three nights per week.  The network also broadcasts two hours of previously
exhibited movies on Saturday afternoons and two hours of children's programming
on Sunday mornings.  UPN intends to expand its prime time programming to five
nights per week as soon as practicable, as well as to begin broadcasting in
other day parts over the next several years.

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

        As of February 13, 1998, UPN's programming was carried by 178
affiliates, in markets covering a total of 90.1% of all U.S. households.  Of
these station affiliates, 95 are primary affiliates, including all of BHC's and
Paramount's previously independent stations, in markets covering 71.5% of U.S.
households, and 83 are secondary affiliates in markets covering an additional
18.6% of such households.  UPN continues to seek additional affiliates to
expand its household reach.  The terms of UPN's primary affiliate station
agreements range up to ten and a half years and provide commercial time for
sale by the stations as consideration for broadcasting 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, shared
equally by BHC and Paramount, are expected to continue to be significant for
the next several years.  See Management's Discussion and Analysis of Financial
Condition and Results of Operations and Note 2 of Notes to Consolidated
Financial Statements.

        Sources of Revenue

        The principal source of revenues for BHC stations is the sale of
advertising time to national and local advertisers.  Such time sales are
represented 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.  Most advertising contracts are short-term.  Like that of the
television broadcasting business generally, BHC's television business is
seasonal.  In terms of revenues, generally the fourth quarter is strongest,
followed by the second, third and first.

                                     7

<PAGE>
        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.  UTV has 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 determine 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
Telecommunications Act of 1996 (the "Telecom Act") and by the Budget
Reconciliation Act of 1997, 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.  A renewal application for KMSP was timely filed on
December 1, 1997 and remains pending.  On March 2, 1998, Lakeland Group
Television, Inc., licensee of television station KGLT, Minneapolis, Minnesota,
filed a petition to deny the KMSP renewal unless and until UTV permits KGLT's
antenna to remain on UTV's television tower on reasonable and equitable terms. 
UTV intends to vigorously oppose the petition, which it does not believe will
have a material adverse effect on UTV's license for KMSP.  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; its renewal
application is due to be filed on April 1, 1998.  WWOR UPN 9's license renewal
was granted July 16, 1996 and is due to expire on June 1, 1999.  WUTB UPN 24's
license was assigned to UTV of Baltimore, Inc., a subsidiary of UTV, on January
20, 1998 and is due to expire on October 1, 2001.

        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

                                     8
<PAGE>
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, consistent 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 households 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, KUTP UPN 45 and
WUTB UPN 24, the nine 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
organization, 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 directed 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 authorized the FCC to
establish an advisory committee to recommend a system for rating video
programming that contains sexual, violent, or other indecent material about
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.  On March 12, 1998, the FCC voted to accept an industry proposal
providing for a voluntary ratings system of "TV Parental Guidelines" under
which all video programming will be designated in one of six categories to
permit the electronic blocking of selected video programming.  The FCC has
begun a separate proceeding to address technical issues related to the "V-
Chip."  The FCC has directed that all

                                     9
<PAGE>
television receiver models with picture screens 13 inches or greater be
equipped with "V-Chip" technology under a phased implementation beginning on
July 1, 1999.  Chris-Craft cannot predict how changes in the implementation of
the ratings system and "V-Chip" technology will affect Chris-Craft's business.
The Telecom Act also directed the FCC to adopt regulations requiring increased
closed-captioning of video programming, and the FCC recently did so.  Subject
to various exemptions, television stations will be required to begin broad-
casting specified amounts or a specified percentage of new programs with
closed captioning in the year 2000 and specified percentages of pre-rule
programming commencing in the year 2008.

        FCC regulations prohibit the holder of an attributable interest in a
television station from having an attributable interest in a cable television
system located within the predicted coverage area of that station.  FCC
regulations 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
broadcaster 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 June 1997, the U.S. Supreme Court upheld the
constitutionality of the must-carry provisions.

        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
informational 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 educational
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.  Alternatively, a station may
qualify for staff-level approval even if it broadcasts "somewhat less" than
three hours per week of Core Programming by demonstrating 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 alternative 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 processing 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 programming, e.g., its sponsorship of Core Programming on
other stations in the market, or nonbroadcast activities "which enhance the
value" of such programming.  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.  Chris-Craft believes that each
of its stations currently meets the three hour programming guideline.

        The FCC has taken a number of steps to implement digital television
service ("DTV") (including high definition) in the United States.  In December
1996, the FCC adopted a DTV broadcast standard.  On February 17, 1998, the FCC
affirmed an amended table of digital channel allotments and rules for the
implementation of DTV, initially adopted in 1997.  The digital table of
allotments provides each existing television station licensee or permittee with
a second broadcast channel to be used during the transition to DTV, conditioned
upon the surrender of one of the channels at the end of the DTV transition
period.  The DTV channels assigned to the BHC television stations are as
follows:  KCOP, channel 66; KBHK, channel 45; KMSP, channel 26; WWOR, channel
38; KPTV, channel 30; KMOL, channel 58; KTVX, channel 40; KUTP, channel 26; and
WUTB, channel 41.  Implementation

                                    10
<PAGE>
of DTV will improve the technical quality of television.  Furthermore, the
implementing rules permit broadcasters to use their assigned digital spectrum
flexibly to provide either standard or high-definition video signals and
additional services, including, for example, data transfer, subscription video,
interactive materials, and audio signals as long as they continue to provide
at least one free, over-the-air television service.  However, the digital
table of allotments was devised on the basis of certain technical assumptions
which have not been subjected to extensive field testing and which, along with
specific digital channel assignments, may be subjected to further administra-
tive and judicial review.  Conversion to DTV may reduce the geographic reach
of the BHC television stations or result in increased interference with, in
either case, a corresponding loss of population coverage.  DTV implementation
will impose additional costs on the BHC television stations, primarily due to
the capital costs associated with construction of DTV facilities and increased
operating costs both during and after the transition period.  In addition, the
Telecommunications Act requires the FCC to assess and collect a fee for any
use of a broadcaster's DTV channel for which it receives subscription fees or
other compensation other than advertising revenue.  The FCC has set a target
date of 2006 for expiration of the transition period, subject to biennial
reviews to evaluate the progress of DTV, including the rate of consumer
acceptance.  Chris-Craft expects that, during 1998, BHC's tele-
vision stations will begin converting to DTV.  Future capital expenditures by
Chris Craft will be compatible with the new technology whenever possible.

        The FCC currently is reviewing certain of its rules governing the
relationship 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 relaxing or eliminating 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
television 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 $35,025 per station.

        The foregoing does not purport to be a complete summary of all the
provisions of the Communications Act or regulations and policies of the FCC
thereunder.  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
Commission, 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.

                                    11 

<PAGE>
        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
relation 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
programs achieve higher ratings than other programs.

        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 equal to one UHF station but larger than the other
nine 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, in
1997, KTVX ranked second of the six television stations in terms of audience
share.  In San Antonio, in 1997, KMOL ranked second 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.  Prior to its
acquisition by UTV in January 1998, the Baltimore station operated as a Home
Shopping Network affiliate.  As such, it did not compete in the Baltimore
market for advertising revenue.

        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 is 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. 

        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.

                                    12
<PAGE>
        "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. 
Four direct broadcast satellite ("DBS") systems currently provide service.  The
number of subscribers to DBS services increased substantially during the past
three years, from approximately 600,000 at the end of 1994, to approximately
6.7 million as of February 1998.  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 1997, wireless cable systems served about 1.1 million
subscribers.  Two four-channel MDS licenses have been granted in 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
probability 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 various
improvements; whether all television broadcast stations will be afforded
sufficient spectrum 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.  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 compression 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.

                                    13 
<PAGE>
        Sales of plastic film to two large chemical manufacturers equaled 16.1%
and 3.5%, and to two health care customers equaled 8.7% and 7.6%, of 1997
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 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 May 1999.

        Physical facilities consisting of offices and studio facilities are
owned by UTV in Minneapolis, San Antonio and Phoenix and are leased in
Baltimore, Salt Lake City and San Francisco.  The Baltimore lease expires in
March
                
                                    14 

<PAGE>
2000.  The Salt Lake City lease expires in August 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 Baltimore facility is approximately 7,800
square feet and is located in an office park in a suburb of Baltimore.  The San
Antonio facility is approximately 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.

        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 July 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 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.

        WUTB's transmitter facilities are located on a site near Baltimore.  The
building containing the transmitter, and the tower on which the antenna is
mounted, are shared with another television station.  The lease for the tower
and building expires in December 1999 and is renewable for two five-year
periods.


        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.

                                    15
<PAGE>
                                             
                                                  Factory and
                                                  Office Space       Site 
Plant Location       Principal Product            (Square Feet)      (Acres)
--------------       -----------------            -------------      -------

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

Northbrook,
Illinois             Healthcare products             5,166              --


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

                               __________________


        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.

        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 Stringfellow 
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 approximately 
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 Stringfellow 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 Liability 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

                                     16

<PAGE>
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 CBS Corporation (formerly
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 environment 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 (now CBS) 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.  Montrose, Chris-Craft and
the Zeneca Affiliates have counterclaimed against the United States and the
State on the grounds that they are the former and current owners of the
contaminated sediments and allowed the sediments to be used as a repository
for industrial sewage.  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.  Montrose and EPA are
investigating the former plant site and evaluating potential response actions.

        In January 1997, the Ninth Circuit Court of Appeals reversed the
District Court's 1995 decisions awarding defendants summary judgment on
the first cause of action on statute of limitations grounds, and also
holding that defendants' maximum potential liability on that cause of action
was $50 million.  In July 1996, in reaction to the District Court's 1995
decisions, EPA issued two internal memoranda in which it concluded that ocean
sediments on the Palos Verdes Shelf 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.  EPA
has said it hopes to select such response actions by mid-1998.  The actions
under consideration include capping a portion of the contaminated sediments,
or alternatively instituting controls aimed at preventing contaminated fish
from being caught and eaten.  In August 1997, in response to petitions filed
by Montrose, Chris-Craft, the Zeneca Affiliates and Westinghouse in the
Court of Appeals for the District of Columbia Circuit challenging EPA's
July 1996 actions, EPA initiated a formal rulemaking proceeding to add the
area of sediments to EPA's National Priorities List of Contaminated Sites.
In January 1998, the court of appeals dismissed the petitions for lack of
jurisdiction.  EPA's rulemaking proceeding is ongoing.

    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 governmental entities that had
been sued by Montrose, Chris-Craft and other defendants 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.  In March 1997, the plaintiffs lodged with the District
Court an amended $45.7 million settlement with the LACSD Defendants, which
purports to cover claims both for natural resource damages and also for
response costs (which are asserted by EPA) relating to the Palos Verdes Shelf.
In attempting to justify the settlement, plaintiffs have said they value their
total natural resource damage and response cost claims with respect to the
area of sediments at approximately $382 million.

    As to both causes of action, 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

                                    17

<PAGE>
were shareholders of Montrose and provided certain 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 on, among other things, 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
statements.

    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
intercept 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
designated as a "potentially responsible party" under CERCLA (a "PRP") in
connection 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 river-
front, 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 performing a feasibility study estimated to cost approximately
$10 million to determine the extent of contamination in the area and to
evaluate possible corrective actions.  The Diamond Alkali Superfund Site
matter does not involve 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 in one or more of the
foregoing matters, under CERCLA Chris-Craft might 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 contribution from those parties, as well as any insurance
or indemnification agreements 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 an accrual of reserves would be appropriate.

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

            Not applicable.

                                    18
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT.

     The executive officers of Chris-Craft, as of February 28, 1998,
are as follows:

                                                              Has served
                      Positions with Chris-Craft              as officer
     Name             and age as of February 28, 1998         since
--------------        -------------------------------         -----------
                                                           

Herbert J. Siegel     Chairman of the Board and
                      President; 69                               1968

Evan C Thompson       Executive Vice President
                      and President, Television
                      Division; 55                                1982

John C. Siegel        Senior Vice President; 45                   1985

William D. Siegel     Senior Vice President; 43                   1985

Joelen K. Merkel      Vice President and
                      Treasurer; 46                               1980

Brian C. Kelly        General Counsel and
                      Secretary; 46                               1992

    The principal occupation of each of the individuals for the past
five years is stated in the foregoing table.

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

                                    19

<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 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.

     Not applicable.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Consolidated Financial Statements, Notes thereto, Report
of Independent 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.

                                    20

<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.

                                    21

<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.

                                    22

<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 27, 1998

                              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 27, 1998
          Herbert J. Siegel
          Chairman, President and
            Director (principal executive
            officer)

          WILLIAM D. SIEGEL                            March 27, 1998
          William D. Siegel
          Senior Vice President and
            Director (principal
            financial officer)

          JOELEN K. MERKEL                             March 27, 1998
          Joelen K. Merkel
          Vice President and Treasurer
            (principal accounting officer)

          EVAN C THOMPSON                              March 27, 1998
          Evan C Thompson
          Executive Vice President and
            Director

                                    23

<PAGE>
          HOWARD ARVEY                                 March 27, 1998
          Howard Arvey
          Director

          LAWRENCE R. BARNETT                          March 27, 1998
          Lawrence R. Barnett
          Director

          JOHN C. BOGLE                                March 27, 1998
          John C. Bogle
          Director

          T. CHANDLER HARDWICK, III                    March 27, 1998
          T. Chandler Hardwick, III
          Director

          JEANE J. KIRKPATRICK                         March 27, 1998
          Jeane J. Kirkpatrick
          Director

          DAVID F. LINOWES                             March 27, 1998
          David F. Linowes
          Director

          NORMAN PERLMUTTER                            March 27, 1998
          Norman Perlmutter
          Director

          JAMES J. ROCHLIS                             March 27, 1998
          James J. Rochlis
          Director

          JOHN C. SIEGEL                               March 27, 1998
          John C. Siegel
          Director

                                    24

<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, 1997 and 1996

     Consolidated Statements of Income - For the Years
      Ended December 31, 1997, 1996 and 1995

     Consolidated Statements of Cash Flows - For the Years
      Ended December 31, 1997, 1996 and 1995

     Consolidated Statements of Shareholders' Investment - For
      the Years Ended December 31, 1997, 1996 and 1995

     Notes to Consolidated Financial Statements 


SCHEDULES:

     UPN Financial Statements --

          Report of Independent Accountants

          Balance Sheets - December 31, 1997 and 1996

          Statements of Operations -
            For the Years Ended December 31, 1997, 1996 and 1995

          Statements of Changes in Partners' Capital (Deficit) - 
            For the Years Ended December 31, 1997, 1996 and 1995

          Statements of Cash Flows - For the Years
            Ended December 31, 1997, 1996 and 1995

          Notes to Financial Statements

                                    25
<PAGE>
United Paramount Network
(a partnership between BHC Network 
Partner, Inc., BHC Network Partner II, Inc.,
BHC Network Partner III, Inc.,
PCI Network Partner Inc. and
PCI Network Partner II Inc.)
Report and Financial Statements
December 31, 1997, 1996 and 1995

<PAGE>
                       Report of Independent Accountants


February 6, 1998


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., BHC Network
Partner III, Inc., PCI Network Partner Inc., and PCI Network Partner
II Inc.) at December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted
accounting principles.  These financial statements are the
responsibility of United Paramount Network'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
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for the opinion expressed above.

<PAGE>

UNITED PARAMOUNT NETWORK
BALANCE SHEETS

(in thousands)                                       December 31,
                                                ---------------------
                                                    1997      1996
                                                ----------  ---------
                                Assets
Current assets:
   Cash and cash equivalents                    $  23,622   $     557
   Accounts receivable (net of allowance for
     doubtful accounts of $430 and $430,
     respectively)                                 39,287      25,057
   Program rights and development costs (net of
     reserve for abandonment of $7,721 and
     $5,613, respectively)                         16,596      17,815
   Other current assets                               512         402
                                                ---------   ---------
       Total current assets                        80,017      43,831
                                                ---------   ---------
Restricted investments                              8,755       1,157
Property and equipment, at cost:
  Furniture, fixtures, computer equipment and
    other (net of accumulated depreciation of
    $901 and $508, respectively)                      966         915

Intangible assets (net of accumulated 
  amortization of $1,484 and $108, respectively)    5,682         163
Other assets                                       14,523       2,827
                                                ---------   ---------
                                                $ 109,943   $  48,893
                                                =========   =========

             Liabilities and Partners  Capital (Deficit) 

Current liabilities:
  Accounts payable                              $  16,258   $   4,027
  Accrued program costs                            61,040      18,168
  Accrued expenses and other liabilities           30,421      25,304
                                                ---------   ---------
       Total current liabilities                  107,719      47,499
                                                ---------   ---------
Commitments and contingencies (Note 7)

Partners' capital (deficit):
  BHC Network Partner                              (4,179)     (4,172)
  BHC Network Partner II                           (3,837)     (3,703)
  BHC Network Partner III                           9,128       9,269
  PCI Network Partner                                 890        -
  PCI Network Partner II                              222        -
                                                ---------   ---------
       Total partners  capital                      2,224       1,394
                                                ---------   ---------
                                                $ 109,943   $  48,893
                                                =========   =========

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



UNITED PARAMOUNT NETWORK
STATEMENTS OF OPERATIONS

(in thousands)
                                             For the Year Ended
                                                December 31,
                                      -------------------------------
                                         1997      1996       1995
                                      --------- ----------  ---------
Net revenues                          $  89,997 $   56,948  $  30,376

Operating costs and expenses:
  Operating expenses                    177,874    132,593     99,940
  Selling, general and administrative
   expenses                              82,294     67,359     58,924
  Depreciation and amortization           1,794        364        252
                                      ---------  ---------  ---------
                                        261,962    200,316    159,116
                                      ---------  ---------  ---------
Operating loss                         (171,965)  (143,368)  (128,740)
                                      ---------  ---------  ---------
Other income (expense):
  Interest expense to related parties      -       (14,147)    (4,535)
  Interest and other income               1,736        193         62
  Net income (loss) on investment in
   joint venture                             32     (3,138)      (625)
                                      ---------  ---------  ---------
                                          1,768    (17,092)    (5,098)
                                      ---------  ---------  ---------
Net loss                              $(170,197) $(160,460) $(133,838)
                                      =========  =========  =========

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

UNITED PARAMOUNT NETWORK
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(in thousands)
                     BHC        BHC         BHC        PCI       PCI
                   Network    Network     Network    Network   Network
                   Partner  Partner II  Partner III  Partner  Partner II   Total
---------------------------------------------------------------------------------
<S>               <C>       <C>          <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

 Exercise of
  option by PCI/NP    -         -            -        155,014   38,754   193,768

 Allocation of
  option exercise    3,881    73,731       77,612    (124,178) (31,046)     -
     
 Distribution to
  partners          (2,907)  (55,224)     (58,130)       -        -     (116,261)

 Capital
  contributions      1,205    22,888       24,092      36,268    9,067    93,520

 Allocation of 1997
  net loss          (2,186)  (41,529)     (43,715)    (66,214) (16,553) (170,197)
---------------------------------------------------------------------------------

Balance at
 December 31, 1997 $(4,179) $ (3,837)    $  9,128    $    890  $   222 $   2,224
=================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.

UNITED PARAMOUNT NETWORK
STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

(in thousands)
                                                      For the Year Ended
                                                          December 31,
                                               ---------------------------------
                                                  1997        1996        1995
                                               ---------   ---------   ---------

<S>                                            <C>         <C>         <C>
Cash flows from operating activities:
  Net loss                                     $(170,197)  $(160,460)  $(133,838)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Amortization of program costs                169,771     126,793      91,744
    Payments for programming                    (118,912)   (121,822)    (98,420)
    Depreciation and amortization                  1,794         364         252
    Abandonment reserve                            2,108         982       4,631
    Changes in assets and liabilities:
      Increase in accounts receivable            (14,230)    (16,017)     (9,025)
      Increase in accounts payable, accrued
       expenses and other current liabilities      8,470      25,116      12,546
      (Increase) decrease in other assets        (12,110)        207       3,052
                                               ---------   ---------   ---------
  Net cash used in operating activities         (133,306)   (144,837)   (129,058)
                                               ---------   ---------   ---------
Cash flows from investing activities:
  Additions to property and equipment               (467)       -         (1,113)
  Cash placed in restricted account               (7,598)       (183)       (974)
  Increase in intangible asset                      -           -           (271)
  Net investment in joint venture                    304         (77)     (2,750)
                                               ---------   ---------   ---------
  Net cash used in investing activities           (7,761)       (260)     (5,108)
                                               ---------   ---------   ---------
Cash flows from financing activities:
  Advances from related party                       -        125,580     109,935
  Exercise of option by PCI/NP                   186,873        -           -
  Capital contributions                           93,520      20,000      23,186
  Distributions to partners                     (116,261)       -           -
                                               ---------   ---------   ---------
  Net cash provided by financing activities      164,132     145,580     133,121
                                               ---------   ---------   ---------
  Net increase (decrease) in cash and cash
    equivalents                                   23,065         483      (1,045)

Cash and cash equivalents:
  Beginning of year                                  557          74       1,119
                                               ---------   ---------   ---------
  End of year                                  $  23,622   $     557   $      74
                                               =========   =========   =========
Supplemental Cash Flow Information:
  Cash paid for interest                       $    -      $    -      $   4,530
                                               =========   =========   =========
Supplemental schedule of non-cash
 financing activities:
  Start-up costs incurred by PCI/NP and 
   contributed to the partnership              $   6,895   $    -      $    -
                                               =========   =========   =========
  Advances from related party converted
   to equity                                   $    -      $ 235,515   $    -
                                               =========   =========   =========
  Accrued interest converted to equity         $    -      $  14,153   $    -
                                               =========   =========   =========

The accompanying notes are an integral part of these financial statements.
</TABLE>

UNITED PARAMOUNT NETWORK
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
---------------------------------------------------------------------

Note 1 - Organization

In July 1994, BHC Network Partner, Inc. ("BHC/NP"), a then 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 ("Viacom"), formed the United
Paramount Network ("UPN" or the "Network"), a broadcast television
network.

UPN was organized as a partnership in December 1994 between BHC/NP and
BHC Network Partner II, Inc. ("BHC/NP II"), a wholly owned indirect
subsidiary of BHC.  BHC Network Partner III, Inc. ("BHC/NP III"), a
wholly owned indirect subsidiary of BHC, became a partner in 1996.  On
December 30, 1996, all advances from related parties and related
accrued interest were converted to partnership equity.  PCI/NP had an
option to acquire an interest in UPN equal to that of BHC/NP, BHC/NP
II, and BHC/NP III (collectively referred to as the "BHC Partners"). 
The option price included approximately one-half of the BHC Partners'
aggregate cash contributions to UPN through the exercise date, plus
interest, and additional cash available for ongoing UPN expenditures. 
On January 15, 1997, PCI/NP completed its exercise of its option in
accordance with the terms of the option agreement and, together with
PCI Network Partner II, Inc., a wholly owned indirect subsidiary of
Viacom, became an equal partner with BHC Partners in UPN.  In
accordance with the option agreement, BHC Partners received
distributions amounting to approximately $116 million.

UPN began providing programming for broadcast in January 1995.  At
December 31, 1997, 1996 and 1995, the Network had 187 affiliates in
markets covering approximately 97%, 164 affiliates in markets covering
over 92% and 150 affiliates in markets covering over 90% of U.S.
television households, respectively.  The Network's revenues are
derived primarily from providing television programming 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 BHC Partners and PCI/NP (collectively
known as "Partners") and the sale of advertising.  Profits or losses
are allocated between the Partners in accordance with the partnership
agreement. UPN is still in its early development and the cost of
developing and expanding its programming 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

Cash equivalents are securities having maturities at time of purchase
not exceeding three months.

Intangible Assets

Intangible assets represent primarily the costs incurred by PCI/NP
during the start up phase of the network and contributed to the
partnership as a result of the acquisition by PCI/NP of an interest in
the partnership (Note 1).  Also included in intangible assets are
costs associated with logo design and development.  The assets are
being amortized on a straight line basis over five years.

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

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

Revenues are recognized substantially as advertisements are aired, at
contractual rates. 

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.

NOTE 3 - Restricted Investments

Restricted investments consist of cash and marketable securities
placed in an account as a security deposit and as collateral for a
loan to a third party.  The restricted investments are not available
for current operations of the Network and, therefore, have been
classified as non-current in the accompanying balance sheet.  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 and are
therefore carried at amortized costs.

NOTE 4 - Other Assets

Included in other assets at December 31, 1997 are deferred network
costs of $12,000,000 and investment in joint venture of $2,523,000. 
At December 31, 1996, other assets are comprised of investment in
joint venture of $2,827,000.  Network costs are amortized over the
same period as the related agreements.  In 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 funded 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.  The investment in
the Venture is presented net of reserves of $2,119,000 and $2,158,000
at December 31, 1997 and 1996, respectively.

NOTE 5 - Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following:

(in thousands)
                                          December 31,
                                   -------------------------
                                      1997            1996
                                   ---------       ---------
  Accrued advertising costs        $  18,976       $  16,930
  Accrued compensation                 4,917           3,453
  Accrued sales commissions              224           1,807
  Other accrued expenses               6,304           3,114
                                   ---------       ---------
                                   $  30,421       $  25,304
                                   =========       =========

NOTE 6 - Related Party Transactions

Prior to September 1997, advertising time was sold through Premier
Advertising Sales ("Premier") a wholly owned subsidiary of Paramount
Communications, Inc., which is a subsidiary of Viacom Inc. (Note 1). 
Net revenues for sales made by Premier totaled $43,019,000 in 1997 and
at December 31, 1997, the Network had an accounts receivable balance
with Premier of $1,825,000.  In September 1997, the Network
established its own sales force which sells advertising time for
broadcast on UPN programs.

During the normal course of business, the Network enters into various
contracts to purchase programming from related parties.  In 1997,
capitalized programming costs from related parties totaled
$71,663,000.

Prior to September 1997, with respect to certain of its programming
provided by Viacom, UPN derived no revenue and incurred no programming
expense.

NOTE 7 - Commitments and Contingencies

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 $594,000, $562,000 and $427,000 for the years ended 
December 31, 1997, 1996 and 1995, respectively.

As of December 31, 1997, the future minimal rental payments under
operating leases are as follows:

                1998              $   720,000
                1999                  701,000
                2000                  503,000
                Thereafter               -
                                  -----------
                    Total         $ 1,924,000
                                  ===========

As of December 31, 1997, the Network had entered into various network
related agreements and contracts for programming which was not
currently available for telecasting.  The aggregate amounts of the
payments required under these agreements totaled approximately
$168,807,000 and $71,000,000 at December 31, 1997 and 1996,
respectively.

In the normal course of business, the Network is at times subject to
pending and threatened legal actions.  In management's opinion, any
liabilities or benefits resulting from these matters will not have a
material effect on the financial position or results of operations of
the Network.



<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
                                    26

<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.

     *                         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.

 [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.
                                    27
<PAGE>

 [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.
                                    28