UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

     X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   -----  EXCHANGE ACT OF 1934 

                  FOR THE QUARTERLY PERIOD ENDED MAY 31, 1998

                                       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: 333-44177


                            BRILL MEDIA COMPANY, LLC
             (Exact name of registrant as specified in its charter)

      Virginia                                              52-2071822 
(State of Formation)                        (I.R.S. Employer Identification No.)

                              420 N.W. Fifth Street
                            Evansville, Indiana 47708
                    (address of principal executive offices)
                                   (zip code)

                                 (812) 423-6200
              (Registrant's telephone number, including area code)


Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act: None

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.

_X_   YES        ___  NO


<PAGE>


                                TABLE OF CONTENTS


PART NO.   ITEM NO.                                                     Page No.
--------   --------                                                     --------

  I          1        FINANCIAL STATEMENTS
                      Consolidated Statements of Financial Position
                      May 31, 1998 and February 28, 1998                   3

                      Consolidated Statements of Operations and
                      Members' Deficiency
                      Three Months Ended May 31, 1998 and 1997             4

                      Consolidated Statements of Cash Flows
                      Three Months Ended May 31, 1998 and 1997             5

                      Notes to Consolidated Financial Statements           6

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

  II         6        EXHIBITS AND REPORTS ON
                      FORM 8-K                                            12


                                                                               2
<PAGE>



PART I

ITEM 1.  FINANCIAL STATEMENTS

                            Brill Media Company, LLC
                          (A Limited Liability Company)

                  Consolidated Statements of Financial Position

<TABLE>
<CAPTION>
                                                              May 31        February 28
                                                               1998            1998
                                                          ------------------------------
                                                           (Unaudited)
<S>                                                       <C>              <C>          
Assets
Current assets:
   Cash and cash equivalents                              $  11,000,636    $  10,917,613
   Accounts receivable, net                                   5,868,628        3,544,246
   Interest receivable on notes from managed affiliates         824,706          324,357
   Inventories                                                  588,414          628,711
   Other current assets                                         448,296          567,632
                                                          ------------------------------
Total current assets                                         18,730,680       15,982,559

Notes receivable from managed affiliates                     16,315,747       16,315,747

Property and equipment                                       21,320,352       20,713,615
Less:  Accumulated depreciation                               9,217,817        8,874,995
                                                          ------------------------------
Net property and equipment                                   12,102,535       11,838,620

Goodwill and FCC licenses, net                               12,022,516       12,056,591
Covenants not to compete, net                                 3,625,506        3,884,427
Other assets, net                                             6,398,275        6,071,047
                                                          ------------------------------
                                                             22,046,297       22,012,065
                                                          ------------------------------
                                                          $  69,195,259    $  66,148,991
                                                          ==============================

Liabilities and members' deficiency
Current liabilities:
   Amounts payable to affiliates                          $     811,043    $     724,587
   Accounts payable                                           1,655,682          745,210
   Accrued payroll and related expenses                         693,620          595,762
   Accrued interest                                           3,288,615        1,341,390
   Other accrued expenses                                       452,973          195,378
   Current maturities of long-term obligations                  979,494        1,005,875
                                                          ------------------------------
Total current liabilities                                     7,881,427        4,608,202

Long-term notes and other obligations                       110,026,952      109,050,787
Members' deficiency                                         (48,713,120)     (47,509,998)
                                                          ------------------------------
                                                          $  69,195,259    $  66,148,991
                                                          ==============================
</TABLE>

See accompanying notes to the consolidated financial statements.


                                                                               3
<PAGE>

                            Brill Media Company, LLC
                          (A Limited Liability Company)

          Consolidated Statements of Operations and Members' Deficiency
                                   (Unaudited)


                                                     Three Months Ended May 31
                                                        1998           1997
                                                   ----------------------------

Revenues                                           $ 10,604,521    $  7,528,230

Operating expenses:
   Operating departments                              7,400,165       5,067,977
   Incentive plan                                            --         242,500
   Management fees                                      684,444         541,336
   Time brokerage agreement fees, net                    12,000          12,000
   Consulting                                            61,999          58,998
   Depreciation                                         343,314         253,549
   Amortization                                         336,358         116,047
                                                   ----------------------------
                                                      8,838,280       6,292,407
                                                   ----------------------------
Operating income                                      1,766,241       1,235,823

Other income (expense):
   Interest - managed affiliates                        500,350          71,888
   Interest - affiliates, net                            (6,846)         68,651
   Interest - other, net                             (3,250,772)     (1,982,419)
   Amortization of deferred financing costs            (146,573)       (130,747)
   Loss on sale of assets, net                               --          (2,040)
   Other, net                                           (41,062)         (5,785)
                                                   ----------------------------
                                                     (2,944,903)     (1,980,452)
                                                   ----------------------------
Loss before income taxes                             (1,178,662)       (744,629)
Income tax provision                                     40,500          50,866
                                                   ----------------------------
Net loss                                             (1,219,162)       (795,495)
Members' deficiency, beginning of period            (47,509,998)    (26,609,973)
Capital contributions                                    16,040              20
                                                   ----------------------------
Members' deficiency, end of period                 $(48,713,120)   $(27,405,448)
                                                   ============================

See accompanying notes to the consolidated financial statements.


                                                                               4

<PAGE>


                            Brill Media Company, LLC
                          (A Limited Liability Company)

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Three Months Ended May 31
                                                                       1998           1997
                                                                  ----------------------------
<S>                                                               <C>             <C>          
Operating activities
Net loss                                                          $ (1,219,162)   $   (795,495)
Adjustments to reconcile net loss to net cash provided by (used
   in) operating activities:
   Depreciation and amortization                                       679,672         369,596
   Amortization of deferred financing costs and original issue       1,322,021         130,747
     discount
   Management fees accrual                                             173,939         249,925
   Affiliate interest accrual                                         (553,516)       (168,240)
   Additional interest accrual                                              --         575,668
   Incentive plan accrual                                                   --         242,500
   Loss on sale of assets, net                                              --           2,040
   Changes in operating assets and liabilities:
      Accounts receivable                                           (2,324,382)       (771,928)
      Other current assets                                             159,633         (60,548)
      Accounts payable                                                 910,472         363,840
      Other accrued expenses                                         2,302,678        (224,169)
                                                                  ----------------------------
Net cash provided by (used in) operating activities                  1,451,355         (86,064)

Investing activities
Purchase of property and equipment                                    (606,733)       (144,405)
Proceeds from sale of assets                                                --          29,667
Loans to managed affiliates                                                 --      (8,747,580)
Increase in other assets                                               (16,688)        (17,507)
                                                                  ----------------------------
Net cash used in investing activities                                 (623,421)     (8,879,825)

Financing Activities
Increase (decrease) in amounts due to affiliates                       (36,689)      1,268,322
Payment of deferred financing costs                                   (498,596)        (59,967)
Principal payments on long-term obligations                           (241,295)       (473,980)
Proceeds from long-term borrowings                                      15,629       8,149,500
Capital contributions                                                   16,040              20
                                                                  ----------------------------
Net cash provided by (used in) financing activities                   (744,911)      8,883,895
                                                                  ----------------------------
Net increase (decrease) in cash and cash equivalents                    83,021         (81,994)
Cash and cash equivalents at beginning of period                    10,917,613         775,363
                                                                  ----------------------------
Cash and cash equivalents at end of period                        $ 11,000,636    $    693,369
                                                                  ============================
</TABLE>

See accompanying notes to the consolidated financial statements.


                                                                               5
<PAGE>


                            Brill Media Company, LLC
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

1.   Basis of Presentation

     The accompanying  unaudited  consolidated  financial statements include the
accounts of Brill Media Company,  LLC (BMC) and its  subsidiaries,  all of which
are wholly owned (collectively,  the Company).  BMC's members are directly owned
by Alan R. Brill (Mr. Brill).  These statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all  adjustments,  consisting of normal recurring
accruals,  considered necessary for a fair presentation have been included along
with the elimination of all intercompany  balances and  transactions.  Operating
results for the three months ended May 31, 1998 are not  necessarily  indicative
of the results that may be expected for the year ending  February 28, 1999.  For
further  information,  refer to the consolidated  financial statements and notes
thereto  included in the Company's Annual Report on Form 10-K for the year ended
February 28, 1998.

2.   Pending Dispositions and Completed Acquisitions

     On October  24,  1997,  the  Company  entered  into  contracts  to sell the
operating  assets  of  its  Missouri   Stations   (collectively,   the  Missouri
Properties).  The Company also executed Time Brokerage  Agreements  (TBAs) under
which the  proposed  buyers  would  operate the  Missouri  Properties  beginning
November  1,  1997,  for  $50,000  per  month,  until  transfer  of the  Federal
Communications  Commission (FCC) licenses is complete.  Accordingly,  other than
pursuant to the TBAs, no broadcast  revenue or operating  expenses were recorded
for the Missouri  Properties  subsequent to October 31, 1997.  Applications  for
transfer of the broadcast  licenses of the Missouri  Properties  have been filed
with the FCC by the  buyers.  A local  market  competitor  has  objected  to the
transfer of the licenses and on December 12, 1997, filed with the FCC a Petition
to Deny the license  transfers  and to  terminate  the TBAs.  No action has been
taken on the Petition to Deny by the FCC.  The Attorney  General of the State of
Missouri on January 9, 1998 filed a civil investigative demand on the Company to
provide documents in order to consider whether the proposed  transactions  would
violate  federal or Missouri  antitrust  laws. The Company has complied with the
demand and no further action has been taken with the State. The Company believes
that, even if the Petition to Deny were granted, the consequences to the Company
would not be material.

     During the year ended February 28, 1998, the Company acquired eleven weekly
shopping  guide  publications,  a printing  business and two print  distribution
operations  reaching  approximately  164,000  households  in  the  north-central
portion of the lower peninsula of Michigan (the 1998 News acquisitions).


                                                                               6
<PAGE>


Of such  acquisitions,  two weekly  shopping  guide  publications  and one print
distribution operation were acquired on October 1, 1997 and nine weekly shopping
guide  publications,  the printing business and one distribution  operation were
acquired on February 23, 1998.

3. Long Term Debt

     As of May 31, 1998, the Company had approximately $111 million of long-term
obligations,  including  the Company's 12% senior notes due 2007 (the Notes) and
Appreciation  Notes  due 2007 (the  Appreciation  Notes).  The Notes are  senior
unsecured  obligations of BMC and a subsidiary of BMC,  Brill Media  Management,
Inc. (Media). The Appreciation Notes are unsecured  subordinated  obligations of
BMC  and  Media.  The  Notes  and the  Appreciation  Notes  are  unconditionally
guaranteed, fully, jointly, and severally, by each of the Company's subsidiaries
other than  Media  (the  Guarantors)  all of which are  wholly  owned.  BMC is a
holding company and has no operations,  assets,  or cash flows separate from its
investments in its subsidiaries.  Accordingly, separate financial statements and
other  disclosures  concerning  Media and the Guarantors have not been presented
because management has determined that they would not be material to investors.

ITEM 2.  MANAGEMENT'S DISSCUSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

General Information and Basis of Presentation

     The Company is a diversified  media  enterprise  that  acquires,  develops,
manages,  and operates  radio  stations,  newspapers  and related  businesses in
middle markets. The Company presently owns,  operates,  or manages fifteen radio
stations  (the  Stations)   serving  five  markets   located  in   Pennsylvania,
Kentucky/Indiana,  Colorado,  Minnesota/Wisconsin,  and Missouri.  The Company's
newspaper businesses (the Newspapers) operate integrated  newspaper  publishing,
printing and print advertising distribution  operations,  providing total-market
print advertising  coverage throughout a  thirty-one-county  area in the central
and  north-central  portions of the lower peninsula of Michigan.  This operation
offers a three-edition  daily newspaper,  twenty-two  weekly  publications,  web
offset printing  operations for Newspapers'  publications and outside customers,
and private  distribution  systems. Mr. Brill founded the business and began its
operations in 1981. The Company's  overall  operations,  including its sales and
marketing  strategy,  long-range  planning,  and management support services are
managed by Brill Media Company,  L.P., a limited partnership indirectly owned by
Mr. Brill.

Results of Operations

     The Company's unaudited  consolidated  financial  statements tend not to be
directly comparable from period to period due to both completed acquisitions and
pending dispositions.  These activities, since the first quarter and through the
end of  fiscal  year  1998,  are  identified  in the  notes to the  consolidated
financial statements.



                                                                               7
<PAGE>

Three Months Ended May 31, 1998 Compared to Three Months Ended May 31, 1997

     Revenues for the three months ended May 31, 1998 were $10.6 million, a $3.1
million or 40.9%  increase from the prior  comparative  period.  For the current
quarter,  Stations' revenues  represented $3.9 million and Newspapers'  revenues
represented $6.7 million.

     The Stations' revenues,  excluding the broadcasting revenue of the Missouri
     Properties, grew $.3 million or 10.1% from the prior comparative period due
     to continued operations growth.

     The  Newspapers'  revenues  increased  $3.1 million or 85.5% from the prior
     comparative  period. The 1998 News acquisitions  accounted for $3.0 million
     of the increase.

     Operating  expenses  for the  three  months  ended  May 31,  1998 were $8.8
million, a $2.5 million or 40.5% increase from the prior comparative period.

     The Stations'  operating expenses increased primarily as a result of salary
     and  promotional  related  expenditures   necessary  for  continued  market
     expansion and increased  amortization  expense. This increase was offset by
     the elimination of the Missouri Properties' operating expenses.

     The operations  acquired in the 1998 News  acquisitions  accounted for $2.5
     million of increased operating expenses.

     As  a  result  of  the above,  operating  income for the three months ended
May  31, 1998  was  $1.8  million, an  increase of $.5 million or 43.0% from the
prior comparative period.

     Other  income  (expense)  for the three  months ended May 31, 1998 was $2.9
million of net  expense,  an  increase  of $1.0  million or 48.7% over the prior
comparative  period.  This  is  due  to an  increase  in  interest  expense  and
amortization  of deferred  financing  costs of $1.4 million  associated with the
additional  borrowing and financing  activities for the acquisitions  referenced
above, offset by $.4 million of managed affiliate interest income.


                                                                               8
<PAGE>

Liquidity and Capital Resources

     Generally, the Company's operating expenses are paid before its advertising
revenues are collected. As a result, working capital requirements have increased
as the  Company has grown and will  likely  increase  in the future.  During the
three months ended May 31, 1998,  accounts  receivable  net of accounts  payable
increased by $1.4  million,  as a result of seasonal  fluctuations  and the 1998
News acquisitions.

     Net cash provided by operating  activities  was $1.45 million for the three
months ended May 31, 1998.  The increase of $1.54  million from the  comparative
fiscal 1997 period is  attributable  to the  interest  on  long-term  debt being
payable on a monthly  basis at May 31,  1997  versus  semi-annually  on June and
December  15 for  the  current  year,  along  with  the  timing  related  to the
collection of receivables and the payment of operating expenses.

     Net cash used in investing activities was $.62 million for the three months
ended  May 31,  1998.  The cash used in  investing  activities  for the  current
reporting  period is  primarily  attributable  to the  purchase of property  and
equipment.  The decrease of $8.26  million in cash used in investing  activities
from the  comparative  fiscal 1997 period is related  primarily  to the loans to
managed affiliates completed in May 1997.

     Net cash used in financing activities was $.74 million for the three months
ended  May 31,  1998.  The  use of cash  for the  current  reporting  period  is
attributable  primarily  to the  payment of both  deferred  financing  costs and
existing long-term  obligations.  The decrease of $9.63 million in cash provided
by  financing  activities  from the  comparative  fiscal  1997 period is related
primarily to the proceeds  from  long-term  borrowings in 1997 and a decrease in
amounts due to affiliates.

     Media  cashflow  was $3.70  million and $2.53  million for the  three-month
periods ended May 31, 1998 and 1997,  respectively.  Media  cashflow  represents
revenues less operating department expenses plus interest income from loans made
by the  Company to managed  affiliates  (which are  described  in the  Company's
Annual Report on Form 10-K for the year ended February 28, 1998). Although media
cashflow is not a measure of  performance  calculated in  accordance  with GAAP,
management believes it is useful in evaluating the Company and is widely used in
the media industry to evaluate a media  company's  performance.  However,  media
cashflow  should not be  considered  in  isolation  or as a  substitute  for net
income,  cash  flows from  operating  activities  and other  income or cash flow
statements  prepared  in  accordance  with GAAP as a  measure  of  liquidity  or
profitability.  In addition, media cashflow as determined by the Company may not
be comparable to related or similar  measures as reported by other companies and
does not represent funds available for discretionary use.

     The Notes require  semi-annual  cash interest  payments on each June 15 and
December 15 of $3.9  million  through  December  15, 1999 and $6.3  million from
June 15, 2000  until  maturity.  The holders of the Appreciation  Notes have the
right to require redemption of the Appreciation Notes at various prices and upon
various  events  (including  an initial  public  offering  of equity) and dates,
including  a  right  to  require  redemption  of the  Appreciation  Notes  at an
aggregate price of $24 million on June 30, 2003 if an initial public offering of
equity has not  occurred on or before that date.  The Company  intends to redeem
the Appreciation Notes on June 15, 1999 at an aggregate price of $3 million, but
there can be no assurances that it will have sufficient resources to do so.

     The  Company's  ability to pay  interest on the Notes when due,  redeem the
Appreciation Notes and to satisfy its other obligations  depends upon its future
operating  performance,  and will be affected by  financial,  business,  market,
technological,  competitive and other conditions,  developments,  pressures, and
factors,  many of which are beyond the  control of the  Company.  The Company is
highly leveraged,  and many of its competitors are believed to operate with much
less  leverage  and  to  have  significantly  greater  operating  and  financial
flexibility and resources.

                                                                               9
<PAGE>

     Historically,   the  Company  has  achieved   significant   growth  through
acquisitions.  In order for the  Company  to  achieve  needed  future  growth in
revenues and  earnings  and to replace the  revenues and earnings of  properties
that  may be  sold  by one or  more  of the  subsidiaries  from  time  to  time,
additional  acquisitions  may be necessary.  Meeting this need for  acquisitions
will depend upon  several  factors,  including  the  continued  availability  of
suitable  financing.  There can be no  assurance  that the  Company  can or will
successfully acquire and integrate future operations.  In connection with future
acquisition opportunities,  the Company, or one or more of its subsidiaries, may
need to  incur  additional  indebtedness  or  issue  additional  equity  or debt
instruments.  There can be no assurance  that debt or equity  financing for such
acquisitions  will be available on acceptable terms, or that the Company will be
able to identify or consummate any new acquisitions.

     The indenture under which the Notes were issued (the Indenture)  limits the
Company's ability to incur additional indebtedness. In addition to certain other
permitted indebtedness,  the Indenture permits the Company to incur indebtedness
under revolving credit facilities. Limitations in the Indenture on the Company's
ability to incur  additional  indebtedness,  together with the highly  leveraged
nature of the Company, could limit operating activities, including the Company's
ability to respond to market  conditions,  to provide for unanticipated  capital
investments or to take advantage of business opportunities.

     The Company's  primary  liquidity  needs are to fund capital  expenditures,
provide working capital,  meet debt service  requirements and make acquisitions.
The  Company's  principal  sources of liquidity are expected to be cashflow from
operations,  cash on hand,  consummation of the sale of the Missouri  Properties
and  indebtedness  permitted  under the  Indenture.  The Company  believes  that
liquidity  from such sources  should be sufficient to permit the Company to meet
its debt service obligations, capital expenditures and working capital needs for
the next 12 months,  although  additional  capital  resources may be required in
connection  with  the  further   implementation  of  the  Company's  acquisition
strategy.

                                                                              10

<PAGE>


Seasonality

     Seasonal  revenue  fluctuations  are  common  in the  newspaper  and  radio
broadcasting  industries,   caused  by  localized  fluctuations  in  advertising
expenditures.  Accordingly,  the Stations' and Newspapers'  quarterly  operating
results have fluctuated in the past and will fluctuate in the future as a result
of various factors,  including  seasonal demands of retailers and the timing and
size of advertising purchases. Generally, in each calendar year the lowest level
of advertising revenues occurs in the first quarter and the highest levels occur
in the second and fourth quarters.

Impact of Year 2000

     The Company has  developed a plan to modify its  information  technology to
recognize the year 2000 and has identified critical data processing systems that
will be upgraded or replaced  with new systems.  However,  it is not possible to
estimate the extent of year 2000  deficiencies in all of the Company's  systems,
the costs to the Company of correcting such  deficiencies  and the time frame in
which any required corrections will be made. In addition, numerous uncertainties
relating  to such  matters  exist,  including  the  ability to locate,  test and
correct  or  replace   relevant   computer   codes  in  software   and  embedded
microprocessors, the availability and cost of personnel trained in this area, if
required,  and the extent to which third parties will be able to timely  correct
year 2000 problems which originate with such third parties, but which impact the
Company's operations. Given such uncertainties,  there can be no assurances that
year 2000- related deficiencies and required corrective measures will not have a
material  adverse  effect on the  Company's  business,  financial  conditions or
results of operations.

Forward-Looking Statements

     Certain  items in this Form 10-Q  constitute  "forward-looking  statements"
within the meaning of the Federal Private  Securities  Litigation  Reform Act of
1995.   Forward-looking   statements  are  typically  identified  by  the  words
"believe,"   "expect,"   "anticipate,"   "intend,"   "estimate,"   and   similar
expressions.  Readers are cautioned that any such forward-looking statements are
not  guarantees  of future  performance  and that  matters  referred  to in such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which may cause actual results, performance or achievements of the
Company to be  materially  different  from any future  results,  performance  or
achievements  expressed  or implied  by such  forward-looking  statements.  Such
factors  include,  but are not limited to, risks and  uncertainties  relating to
leverage,   the  need  for  additional   funds,   consummation  of  the  pending
acquisitions, integration of the recently completed acquisitions, the ability of
the Company to achieve  certain cost  savings,  the  management  of growth,  the
introduction  of new  technology,  changes in the  regulatory  environment,  the
popularity  of radio and  newsprint  as a  communication/advertising  medium and
changing  consumer  tastes.  The Company  undertakes  no  obligation to publicly
release the results of any revisions to these  forward-looking  statements  that
may be made to reflect any future events or circumstances.

                                                                              11
<PAGE>


PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  The  following  exhibit  is  furnished  within  this  report:  Exhibit 27 -
     Financial Data Schedule

(b)  The Company on May 11, 1998 filed a report on Form 8-K to report,  in Items
     2 and 7 thereof, the acquisition of certain newspaper publishing,  printing
     and  distribution  assets in northern  Michigan.  The report  included  the
     following financial statements as exhibits thereto:

     (1)  Financial  Statements of Business Acquired - Star Publications,  Inc.,
          Central   Printing   Corporation  and   Advertiser's   Postal  Service
          Corporation

          (i)  Independent Auditor's Report

          (ii) Combined Balance Sheet as of December 31, 1997

         (iii) Combined  Statement of Income and Retained  Earnings for the
               year ended December 31, 1997

          (iv) Combined  Statement of Cash Flows for the year ended December 31,
               1997

          (v)  Notes to Combined Financial Statements

     (2)  Pro Forma Financial Information of Brill Media Company, LLC

          (i)  Unaudited Pro Forma  Condensed  Combined  Statement of Operations
               for the year  ended  February  28,  1997. 

          (ii) Notes to  Unaudited  Pro Forma  Condensed  Combined  Statement of
               Operations  for the year ended  February 28, 1997. 

          (iii)Unaudited Pro Forma  Condensed  Combined  Statement of Operations
               for the nine months ended November 30, 1997.

          (iv) Notes to  Unaudited  Pro Forma  Condensed  Combined  Statement of
               Operations for the nine months ended November 30, 1997.

          (v)  Unaudited  Pro  Forma  Condensed  Combined  Balance  Sheet  as of
               November 30, 1997.

          (vi) Notes to Unaudited Pro Forma Condensed  Combined Balance Sheet as
               of November 30, 1997.



                                       12
<PAGE>

SIGNATURES

     Pursuant to the  requirements  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.


                                           BRILL MEDIA COMPANY, LLC

                                           By: BRILL MEDIA MANAGEMENT, INC.,
                                               Manager


July 15, 1998                              By /s/ Alan R. Brill
                                              ----------------------------------
                                                       Alan R. Brill
                                                 DIRECTOR, PRESIDENT, CHIEF
                                              EXECUTIVE OFFICER AND TREASURER

July 15, 1998                               By /s/ Donald C. TenBarge
                                              ----------------------------------
                                                     Donald C. TenBarge
                                               VICE PRESIDENT, CHIEF FINANCIAL
                                               OFFICER, SECRETARY AND ASSISTANT
                                               TREASURER (PRINCIPAL FINANCIAL
                                                  AND ACCOUNTING OFFICER)

                                       13

<PAGE>

                                 EXHIBIT INDEX


Exhibit Number                                 Description of Exhibits
--------------                                 -----------------------

       27                                      Financial Data Schedule