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 NOVEMBER 30, 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)

                                 (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
                        November 30, 1998 and February 28, 1998                3

                        Consolidated Statements of Operations and
                        Members' Deficiency for the Three Months
                        Ended November 30, 1998 and 1997 and
                        Nine Months Ended November 30, 1998 and 1997           4

                        Consolidated Statements of Cash Flows for the
                        Nine Months Ended November 30, 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                                              15




                                                                               2
<PAGE>

PART I

ITEM 1.  FINANCIAL STATEMENTS

                            Brill Media Company, LLC
                          (A Limited Liability Company)

                  Consolidated Statements of Financial Position

<TABLE>
<CAPTION>
                                                            November 30      February 28
                                                               1998             1998
                                                           ------------------------------
                                                            (Unaudited)
<S>                                                        <C>              <C>          
Assets
Current assets:
   Cash and cash equivalents                               $   6,118,135    $  10,917,613
   Accounts receivable, net                                    6,291,936        3,544,246
   Interest receivable on notes from managed affiliates               --          324,357
   Inventories                                                   554,992          628,711
   Other current assets                                          705,685          567,632
                                                           ------------------------------
Total current assets                                          13,670,678       15,982,559

Notes receivable from managed affiliates                      18,025,747       16,315,747

Property and equipment                                        22,971,745       20,713,615
Less:  Accumulated depreciation                                9,922,192        8,874,995
                                                           ------------------------------
Net property and equipment                                    13,049,553       11,838,620

Goodwill and FCC licenses, net                                11,804,223       12,056,591
Covenants not to compete, net                                  4,053,763        3,884,427
Other assets, net                                              6,029,162        6,071,047
                                                           ------------------------------
                                                              21,887,148       22,012,065
Amount due from affiliate                                      3,076,729               --
                                                           ------------------------------
                                                           $  69,709,855    $  66,148,991
                                                           ==============================

Liabilities and members' deficiency 
Current liabilities:
   Amounts payable to affiliates                           $     632,091    $     724,587
   Accounts payable                                            1,757,797          745,210
   Accrued payroll and related expenses                          782,208          595,762
   Accrued interest                                            3,666,816        1,341,390
   Other accrued expenses                                        537,626          195,378
   Current maturities of long-term obligations                 1,160,162        1,005,875
                                                           ------------------------------
Total current liabilities                                      8,536,700        4,608,202

Long-term notes and other obligations                        113,154,404      109,050,787
Members' deficiency                                          (51,981,249)     (47,509,998)
                                                           ------------------------------
                                                           $  69,709,855    $  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)

<TABLE>
<CAPTION>
                                                   Three Months Ended              Nine Months Ended
                                                       November 30                    November 30
                                                  1998            1997            1998            1997
                                              ------------------------------------------------------------
<S>                                           <C>             <C>             <C>             <C>         
Revenues                                      $ 10,789,764    $  7,874,950    $ 31,482,863    $ 22,975,007

Operating expenses:
   Operating departments                         7,718,187       5,580,750      22,511,320      15,685,093
   Incentive plan                                       --          60,000              --         545,000
   Management fees                                 695,106         526,717       2,021,895       1,598,431
   Time brokerage agreement fees                    12,000          12,000          36,000          36,000
   Consulting                                       92,025          62,998         216,021         180,994
   Depreciation                                    369,453         264,408       1,074,926         772,720
   Amortization                                    347,855         284,450       1,020,042         525,165
                                              ------------------------------------------------------------
                                                 9,234,626       6,791,323      26,880,204      19,343,403
                                              ------------------------------------------------------------
Operating income                                 1,555,138       1,083,627       4,602,659       3,631,604

Other income (expense):
   Interest - managed affiliates                   525,291         656,643       1,551,657       1,220,225
   Interest - affiliates, net                       49,066          65,240          39,810         193,318
   Interest - other, net                        (3,385,574)     (3,060,260)     (9,969,358)     (7,450,455)
   Amortization of deferred financing costs       (149,615)       (198,948)       (449,247)       (481,824)
   Gain (loss) on sale of assets, net                4,278           2,356           4,278          (6,592)
   Other, net                                      (34,371)        (22,845)       (130,307)        (44,808)
                                              ------------------------------------------------------------
                                                (2,990,925)     (2,557,814)     (8,953,167)     (6,570,136)
                                              ------------------------------------------------------------
Loss before income taxes                        (1,435,787)     (1,474,187)     (4,350,508)     (2,938,532)
Income tax provision                                55,183          24,884         136,783         102,750
                                              ------------------------------------------------------------
Net loss                                        (1,490,970)     (1,499,071)     (4,487,291)     (3,041,282)
Members' deficiency, beginning of period       (50,490,279)    (31,150,194)    (47,509,998)    (26,609,973)
Capital contributions                                   --           1,020          16,040           3,010
Distributions                                           --      (9,210,000)             --     (12,210,000)
                                              ------------------------------------------------------------
Members' deficiency, end of period            $(51,981,249)   $(41,858,245)   $(51,981,249)   $(41,858,245)
                                              ============================================================
</TABLE>

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>
                                                                                Nine Months Ended November 30
                                                                                     1998            1997
                                                                                -----------------------------
<S>                                                                              <C>             <C>          
Operating activities
Net loss                                                                         $ (4,487,291)   $ (3,041,282)
Adjustments to reconcile net loss to net cash provided by
   operating activities:
   Depreciation and amortization                                                    2,094,968       1,297,885
   Amortization of deferred financing costs and original issue                      3,961,109         481,824
     discount
   Management fees accrual                                                            560,172         553,933
   Affiliate interest accrual                                                         283,448        (198,235)
   Additional interest accrual                                                             --       2,020,592
   Incentive plan accrual                                                                  --         545,000
   (Gain) loss on sale of assets, net                                                  (4,278)          6,592
   Changes in operating assets and liabilities, net of effect of acquisitions:
      Accounts receivable                                                          (2,520,357)       (720,295)
      Other current assets                                                            (59,294)       (344,196)
      Accounts payable                                                                983,445         445,010
      Other accrued expenses                                                        2,809,119        (392,971)
                                                                                -----------------------------
Net cash provided by operating activities                                           3,621,041         653,857

Investing activities
Purchase of property and equipment                                                 (1,348,001)       (609,885)
Purchase of newspapers, net of cash acquired                                          (50,000)       (899,642)
Proceeds from sale of assets                                                           54,895          30,415
Payment for noncompetition agreement                                                 (450,000)     (3,000,000)
Loans to managed affiliates                                                        (1,710,000)    (14,585,868)
Loan to affiliate                                                                  (3,000,000)             --
Decrease in amounts due from affiliates                                                    --       4,157,453
Increase in other assets                                                              (46,510)       (127,295)
                                                                                -----------------------------
Net cash used in investing activities                                              (6,549,616)    (15,034,822)

Financing Activities
Increase (decrease) in amounts due to affiliates                                     (690,819)        353,108
Payment of deferred financing costs                                                  (491,802)       (518,025)
Principal payments on long-term obligations                                          (758,769)       (695,324)
Proceeds from long-term borrowings                                                     54,447      26,781,988
Capital contributions                                                                  16,040           3,010
Distributions                                                                              --     (12,210,000)
                                                                                -----------------------------
Net cash provided by (used in) financing activities                                (1,870,903)     13,714,757
                                                                                -----------------------------
Net decrease in cash and cash equivalents                                          (4,799,478)       (666,208)
Cash and cash equivalents at beginning of period                                   10,917,613         775,363
                                                                                -----------------------------
Cash and cash equivalents at end of period                                       $  6,118,135    $    109,155
                                                                                =============================
</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 both the three month and the nine month periods  ended  November 30,
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  provide  programming  and  related  services to 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.
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 complied with the demand. The Attorney General of the State of
Missouri  has  since  filed  comments  with the FCC  objecting  to the  proposed
transfers.  The FCC has taken no further  action on the  Petition  to Deny.  The
Company  believes that,  even if the Petition to Deny were granted,  any adverse
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  


                                                                               6
<PAGE>

reaching  approximately  164,000 households in the north-central  portion of the
lower peninsula of Michigan (the 1998 News acquisitions).  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.

     On November 1, 1998,  the Company  acquired  three  weekly  shopping  guide
publications and a print distribution  operation reaching  approximately  66,000
households in the north-western  portion of the lower peninsula of Michigan (the
1999 News acquisition) for total consideration of $1,760,000, which consisted of
$500,000 cash at closing,  a secured  seller note and a six year covenant not to
compete.

3.   Long Term Debt

     Long-term  obligations include 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   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.

4.   Affiliate Transaction

     During fiscal year 1999, the Company has advanced  $1,710,000 to certain of
its affiliates (the Managed  Affiliates)  under the existing Managed  Affiliates
Notes (which are described in Item 2 below).

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 


                                                                               7
<PAGE>

thirty-five-county  area in the  central  and  northern  portions  of the  lower
peninsula of Michigan.  This operation  offers a three-edition  daily newspaper,
twenty-five 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.

Recent Developments

     In  December  1998,  the  Company  received  notice  from  the FCC that the
petition to deny license renewal for KUAD-FM located in Windsor,  Colorado,  has
been dismissed and license renewal granted.

     In December 1998, the Company received notice from the FCC that the request
for  transfer of the  KTRR-FM  license to the  Company  has been  granted.  This
station is located in Loveland, Colorado. The Company is currently operating the
radio station under a TBA and is working toward completion of the acquisition.

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  are  identified  in the  notes to the
audited and unaudited consolidated financial statements of the Company.

Three Months Ended November 30, 1998 Compared to Three Months Ended November 30,
1997

     Revenues for the three months ended November 30, 1998 were $10.8 million, a
$2.9  million  or 37.0%  increase  from the prior  comparative  period.  For the
current  quarter,  Stations'  revenues  represented $4.1 million and Newspapers'
revenues represented $6.7 million.

     Stations'  revenues,  excluding  the  Missouri  Properties,  increased  $.5
     million or 14.0% from the prior comparative  period.  Total revenues of the
     Stations increased $.3 million from the prior comparative period.

     The  Newspapers'  revenues  increased  $2.6 million or 65.5% from the prior
     comparative period. The 1999 and 1998 News acquisitions  accounted for $2.4
     million of the increase.

     Operating  expenses for the three months ended  November 30, 1998 were $9.2
million, a $2.4 million or 36.0% increase from the prior comparative period.



                                                                               8
<PAGE>

     The  Stations'  operating  expenses,  excluding  the  Missouri  Properties,
     increased $.3 million or 10.7% over the prior comparative  period primarily
     as a result of salary and promotional  related  expenditures  necessary for
     continued market expansion.  Total operating  expenses of the Stations were
     unchanged from the prior comparative period.

     The Newspapers'  operating  expenses  increased $2.5 million over the prior
     comparative period. Of this increase,  $2.3 million was attributable to the
     1999 and 1998 News acquisitions.

     As a result of the  above,  operating  income  for the three  months  ended
November 30, 1998 was $1.6  million,  up $.5 million from the prior  comparative
period.

     Other income  (expense)  for the three  months ended  November 30, 1998 was
$3.0 million of net expense,  an increase of $.4 million or 16.9% over the prior
comparative  period.  This is primarily  due to an increase in interest  expense
associated  with the  additional  borrowing  and  financing  activities  for the
acquisitions referenced above.

Nine Months Ended  November 30, 1998 Compared to Nine Months Ended  November 30,
1997

     Revenues for the nine months ended November 30, 1998 were $31.5 million,  a
$8.5  million  or 37.0%  increase  from the prior  comparative  period.  For the
current  fiscal  year,   Stations'   revenues   represented  $11.6  million  and
Newspapers' revenues represented $19.9 million.

     Stations' revenues,  excluding the Missouri Properties, grew $.9 million or
     8.4% from the prior comparative period due to continued  operations growth.
     Total  revenues  of the  Stations  decreased  $.2  million  from the  prior
     comparative period.

     The  Newspapers'  revenues  increased  $8.7 million or 78.6% from the prior
     comparative period. The 1999 and 1998 News acquisitions  accounted for $8.0
     million of the increase.

     Operating  expenses for the nine months ended  November 30, 1998 were $26.9
million, a $7.5 million or 39.0% increase from the prior comparative period.

     The  Stations'  operating  expenses,  excluding  the  Missouri  Properties,
     increased $1.1 million or 12.8% from the prior comparative period primarily
     as a result of salary and promotional  related  expenditures  necessary for
     continued market  expansion.  The total operating  expenses of the Stations
     were unchanged from the prior comparative period.

     The 1999 and 1998 News  acquisitions  represented $7.3 million of increased
     operating expenses.


                                                                               9
<PAGE>

     As a result  of the  above,  operating  income  for the nine  months  ended
November  30, 1998 was $4.6  million,  an increase of $1.0 million or 26.7% from
the prior comparative period.

     Other income (expense) for the nine months ended November 30, 1998 was $9.0
million of net  expense,  an  increase  of $2.4  million or 36.3% over the prior
comparative  period.  Of this  increase,  $2.5  million is due to an increase in
interest expense  associated with the additional  borrowings under the Notes and
financing  activities  for the  acquisitions  referenced  above,  offset  by $.3
million of increased managed affiliate interest income.

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 nine
months ended  November 30, 1998,  accounts  receivable  net of accounts  payable
increased by $1.7 million, as a result of seasonal fluctuations and the 1999 and
1998 News acquisitions.

     Net cash  provided by  operating  activities  was $3.6 million for the nine
months  ended  November  30,  1998.  The  increase  of  $3.0  million  from  the
comparative fiscal 1998 period is primarily  attributable to cash flow generated
by the operating  activities of the 1998 News  acquisitions  and the change to a
semi-annual frequency of interest payments  (June/December)  offset by increased
payments of managements fees, along with the timing related to the collection of
receivables and the payment of operating expenses.

     Net cash used in investing  activities was $6.5 million for the nine months
ended November 30, 1998.  The cash used in investing  activities for the current
reporting  period is primarily  attributable to the additional  loans to Managed
Affiliates,  a loan to an affiliate,  the 1999 News  Acquisition and purchase of
property and  equipment.  The decrease of $8.5 million in cash used in investing
activities from the prior  comparative  reporting period is related primarily to
decreased  loans  to  Managed  Affiliates,  news  acquisitions  and  non-compete
agreement payments,  offset by increased purchases of property and equipment and
the prior year receipt of amounts due from affiliates.

     Net cash used in financing  activities was $1.9 million for the nine months
ended  November 30, 1998.  The use of cash for the current  reporting  period is
attributable  primarily  to  payments  of amounts  due to  affiliates,  deferred
financing costs and long-term obligations. The decrease of $15.6 million in cash
provided by financing activities from the prior comparative  reporting period is
related  primarily to the  increased  payment of amounts due to  affiliates  and
fiscal 1998 proceeds from long-term borrowings net of distributions.



                                                                              10
<PAGE>

     Media  cashflow  was $10.83  million  and $8.53  million for the nine month
periods  ended  November  30,  1998  and  1997,  respectively.   Media  cashflow
represents  EBITDA plus incentive plan expense,  management fees, time brokerage
fee expense,  consulting  expense,  income from temporary cash  investments  and
interest income from loans made by the Company to Managed Affiliates.  EBITDA is
generally  defined as net income  plus the  income tax  provision,  consolidated
interest expense,  depreciation expense and amortization expense. Media cashflow
and EBITDA as used above include the earnings of unrestricted  subsidiaries  and
therefore differ from the same terms as defined in the indenture under which the
Company's Notes were issued (the Indenture).

     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 Company has loaned  approximately  $18.0 million to Managed  Affiliates
and received in return the Managed  Affiliate Notes which are unsecured,  mature
on January 1, 2001 and bear interest at a rate of 12% per annum. The proceeds of
such  loans  have been used by the  Managed  Affiliates  to  purchase  property,
equipment,  and intangibles and provide working capital.  It is anticipated that
similar  relationships may be initiated with other affiliates in the future. The
aggregate  amount of Managed  Affiliate  Notes may not exceed $20 million unless
the Company first obtains a written opinion of an independent investment bank of
nationally recognized standing that such transaction is fair to the Company from
a financial  point of view.  For the nine month period ended  November 30, 1998,
the Managed Affiliates  reported combined revenues of $3.7 million,  net loss of
$1.7 million and media cash flow of $.74 million.

     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) 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  has not occurred on or
before  that  date.  The  Company  intends,  subject  to its  rights  under  the
Indenture,  to redeem the  Appreciation  Notes on June 15, 1999 at a  redemption
price of $3  million,  but  there  can be no  assurances  that it will  meet the
conditions under which those rights can be exercised. The Company anticipates if
necessary,  the possibility of an additional  equity  contribution by Mr. Brill,
which the  Company  believes  would allow it to redeem the  Appreciation  Notes.
However,  there can 


                                                                              11
<PAGE>

be no assurances that the Company or Mr. Brill will have sufficient resources to
redeem the Appreciation Notes or make an additional equity contribution.

     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.

     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   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  and 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
and the potential redemption of the Appreciation Notes on June 15, 1999.

     During the nine month  period  ended  November  30,  1998,  the Company has
expended   $1.3  million  to  purchase   property  and  equipment  and  projects
approximately 


                                                                              12
<PAGE>

$.3 million will be required  during the fourth quarter of fiscal year 1999. The
increase in projected  capital  expenditures for fiscal 1999 is primarily due to
improvements  at broadcast  transmission  facilities  and Newspaper  acquisition
activities.

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.

Year 2000

     The Company has  commenced a process to ensure year 2000  compliance of all
hardware; software; the Stations' broadcast systems; the Newspapers' publishing,
production and  distribution  systems;  business office  systems;  and ancillary
equipment that are date dependent. The process involves three phases:

Phase I - Inventory and Data Collection

     This  phase  involves  inventorying  the  above  categories  at each of the
Company's  locations to identify date dependent items.  This phase was commenced
in the fourth quarter of fiscal 1998 and has been substantially  completed as of
the date hereof.

Phase II - Remediation 

     This phase involves requests to information and non-information  technology
system vendors for  verification  that the items  identified in Phase I as being
date  dependent are in fact Year 2000  compliant.  This portion of the phase was
commenced  in the  first  quarter  of  fiscal  1999 and has  been  substantially
completed as of the date hereof. This phase also includes implementing the steps
necessary  to upgrade  and/or  replace  necessary  items,  for which a projected
completion date is identified below.

o    The Company has concluded,  through written  confirmations and manufacturer
     website notices, that essentially all local area network (LAN) hardware and
     software,  business office software and systems,  and broadcast systems for
     the Stations are year 2000 compliant.

o    The Company has  determined  that,  for the Stations,  one  production  and
     on-air  system  still  requires  upgrading  and a minor  number of personal
     computers at various  locations  will require  replacement.  It is expected
     that these  actions will be  completed  by the end of the third  quarter of
     fiscal year 2000.



                                                                              13
<PAGE>

o    The Company has concluded,  through written  confirmations and manufacturer
     website notices,  that essentially all LAN hardware and software along with
     publishing  and  production  systems  for  the  Newspapers  are  year  2000
     compliant.

o    The Company has  determined  that,  for the  Newspapers,  one  distribution
     software package will require  replacement,  the accounting software at two
     locations will require  upgrading and a minor number of personal  computers
     at various  locations will require  replacement.  It is expected that these
     actions will be  completed  by the end of the third  quarter of fiscal year
     2000.

Phase III - Verification

     This phase  involves  reviewing  all  manufacturer  websites on a quarterly
basis for any change in status and testing all items that are date dependent. It
is expected  testing will be completed  during the third  quarter of fiscal year
2000.

Summation

     To date, the Company believes that its major systems and equipment are Year
2000  compliant.  The Company is not aware of any  non-compliance  that would be
material to repair or replace or that would have a material effect on operations
if compliance were not achieved, and accordingly the Company has not developed a
detailed  contingency plan. The Company does not believe that  non-compliance in
any systems that have not yet been  reviewed  would result in material  costs or
disruption.   The  total  cost  of  the  Year  2000   project  is  estimated  at
approximately  $.3  million  of  which  substantially  all will be  incurred  in
calendar 1999. All  expenditures are for capital projects and are anticipated to
be  funded  through  operating  cash  flows.  The  Company  is not  aware of any
non-compliance  by its customers or suppliers that would have a material  impact
on  operations.  The Company has and will continue to correspond  with customers
and suppliers  through the coming twelve  months with a view to  eliminating  or
limiting   interruptions  to  operations.   However,   given  the  uncertainties
associated  with the scope of the Year 2000  issue,  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, 


                                                                              14
<PAGE>

the  need  for  additional  funds,  consummation  of the  pending  acquisitions,
redemption of the  Appreciation  Notes,  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.

PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     The  following  exhibit  is  furnished  with  this  report:  Exhibit  27 --
Financial Data Schedule.



                                                                              15
<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


January 14, 1999                    By /s/ Alan R. Brill
                                       ----------------------------------
                                               Alan R. Brill
                                       DIRECTOR, PRESIDENT, CHIEF
                                       EXECUTIVE OFFICER AND TREASURER



January 14, 1999                    By /s/ Donald C. TenBarge
                                       ----------------------------------
                                           Donald C. TenBarge
                                        VICE PRESIDENT, CHIEF FINANCIAL
                                        OFFICER, SECRETARY AND TREASURER
                                        (PRINCIPAL FINANCIAL
                                        AND ACCOUNTING OFFICER)


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