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                                                                 EXHIBIT 10.148


                              AMENDED AND RESTATED
                                PROMISSORY NOTE

$3,000,000.00                                                    April 16, 1996

         FOR VALUE RECEIVED, the undersigned, OCEAN STATE TELEVISION, L.L.C., a
Delaware limited liability company with its address at 449 Barlow's Landing
Road, Pocassett, Massachusetts 02559 (the "Maker"), promises to pay to the
order of PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC., a Florida corporation
with its address at 601 Clearwater Park Road, West Palm Beach, Florida 33401
(the "Payee"), or its designee, in the manner set forth below, the principal
sum of up to Three Million Dollars ($3,000,000.00), or, if less, the unpaid
principal amount of all Loans (as defined in the Loan Agreement referred to
below) made by Payee to Maker, together with interest thereon as provided
herein.  All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Loan Agreement.

         This Note is an amendment and restatement of the Promissory Note dated
April 16, 1996, in the principal amount of $3,000,000.00 (the "Original Note")
payable by Offshore Broadcasting Corporation (the "Former Maker") to the Payee
and is not a replacement, substitution or repayment thereof.  The indebtedness
under the Original Note remains in full force and effect as amended hereby.
The Former Maker has assigned its rights and interests under the Original Note
to the Maker, and the Maker has assumed all obligations of the Former Maker
under the Note.

                 1.       The holder of this Note is authorized to endorse the
date and amount of each Loan disbursement pursuant to Section 1.1 of the Loan
Agreement dated as of April 16, 1996, between Maker and Payee (the "Loan
Agreement"), and each payment of principal and/or interest with respect thereto
on Schedule A annexed hereto and made a part hereof, but the failure of the
holder of this Note to make such endorsement shall not affect the rights of the
Payee or the obligations of the Maker under this Note, the Loan Agreement and
any documents executed in connection therewith or under applicable law.

                 2.       The principal balance of and all interest on the Loan
shall be due and payable as provided in Sections 1.3 and 1.4 of the Loan
Agreement.

                 3.       This Note evidences indebtedness of the Maker to the
Payee arising under the Loan Agreement, to which reference is hereby made for a
statement of the rights of the Payee and the duties and obligations of the
Maker in relation thereto.  Neither this reference to the Loan Agreement nor
any provision thereof shall affect or impair the absolute and unconditional
obligation of the Maker to pay the principal of or interest on this Note when
due.

                 4.       In the event any installment of principal or interest
on this Note is not paid when due, whether such installment comes due by
acceleration or otherwise, such installment shall bear interest equal to the
lower of the highest rate permitted by law or 18% per annum from and after the
due date thereof until paid in full.


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                 5.       The payment of this Note is secured by an Amended
Security Agreement and an Amended and Restated Pledge Agreement, as more fully
identified in the Loan Agreement.

                 6.       Payment upon this Note shall be made by check or
checks payable to the Payee at 601 Clearwater Park Road, West Palm Beach,
Florida 33401, or such other place as the Payee or a subsequent holder of this
Note shall designate to the Maker in writing, in lawful money of the United
States of America.

                 7.       This Note may be prepaid by the Maker, in whole or in
part, at any time without premium or penalty.  Each prepayment on this Note
shall be applied to installments of principal payable on this Note in the
inverse order of maturity.

                 8.       The Maker hereby waives any defenses based upon, and
specifically assents to, any and all extensions and postponements of the time
of payment and all other indulgences or forbearances which may be granted to
any party liable hereon by the Payee or any subsequent holder of this Note.

                 9.       The Maker hereby waives presentment, demand for
payment, notice of protest, notice of non-payment, protest, and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note.

                 10.      No delay or omission on the part of the Payee or any
subsequent holder of this Note in exercising any right hereunder shall operate
as a waiver of such right or of any other right of the Payee or such holder,
nor shall any delay, omission or waiver on any one occasion be deemed a bar to
or waiver of the same or any other right on any other occasion.

                 11.      No single or partial exercise by the Payee or any
subsequent holder hereof of any power hereunder shall preclude any other or
future exercise thereof or the exercise of any other power.

                 12.      If any Event of Default shall occur, the Payee shall
be under no further obligation to make any Loan or advances of any Loan under
the Loan Agreement and the Payee may at its option by written notice to the
Maker declare the entire unpaid principal amount of this Note, together with
all unpaid interest and all other amounts payable under the Loan Agreement and
every other obligation of the Maker to the Payee, immediately due and payable,
whereupon this Note and all such obligations shall become and be forthwith due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are, except as expressly provided in the Loan Agreement, hereby
expressly waived by the Maker; provided, however, that in the case of an Event
of Default under Section 7.1(g) of the Loan Agreement, all of the obligations
of the Borrower under the Loan Agreement and this Note shall become immediately
due and payable as of the date of any such Event of Default regardless of the
cause of such Event of Default and without any notice to the Maker






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required from the Payee.  The Payee shall have, in addition to all other rights
and remedies allowed by law, the rights and remedies of a secured party under
the Uniform Commercial Code and, without limiting the generality of the
foregoing, the rights and remedies provided for in the Loan Agreement, any
Mortgage or Leasehold Mortgage, the Amended Security Agreement or the Amended
and Restated Pledge Agreement.

                 13.      The Maker shall pay on demand of the Payee or any
subsequent holder of this Note all reasonable costs of collection, including
reasonable attorneys' fees incurred by the Payee or such holder in enforcing
collection of this Note on default.  However, if any litigation arises between
the parties in connection with this Note, the prevailing party shall be
entitled to recover reasonable attorneys' fees in addition to all other damages
and remedies.

                 14.      No provision of this Note shall be modified except by
a written instrument executed by the Maker and by the Payee or a subsequent
holder hereof expressly referring to this Note and to the provision modified.

                 15.      This Note and the provisions hereof are to be binding
on the assigns or successors of the Maker and shall be enforceable in
accordance with the laws of the State of Florida (without regard to the
conflicts of law provisions thereof).

                 16.      The provisions of this Note are hereby declared to be
severable and if any such provision or the application of any such provision to
any person or in any circumstances shall be held to be invalid or
unconstitutional, such invalidity or unconstitutionality shall not be construed
to affect the validity or constitutionality of any of the remaining provisions
as applied to such person, or in circumstances other than those as to which it
is held invalid.


[SEAL]                                     OCEAN STATE TELEVISION, L.L.C.



                                           By:  /s/  James B. Bocock  
                                              ------------------------------
                                              James B. Bocock
                                              Chief Executive Officer




Pay to the order of bearer.

PAXSON COMMUNICATIONS OF
  PROVIDENCE-69, INC.


By:  /s/  William L. Watson
   ---------------------------------
    William L. Watson
    Secretary



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                                   SCHEDULE A


<TABLE>
<CAPTION>
Date             Amount of Loan               Amount Repaid         Unpaid Balance      Notation Made By
<S>              <C>                          <C>                    <C>                <C>
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_____            ______________               _____________         ______________       ________________

_____            ______________               _____________         ______________       ________________

_____            ______________               _____________         ______________       ________________



</TABLE>