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                                                                  EXHIBIT 10.34
 
                        HEARST-ARGYLE TELEVISION, INC.
                       1998 EMPLOYEE STOCK PURCHASE PLAN
 
  The Company wishes to attract employees to the Company and its Subsidiaries
and to induce employees to remain with the Company and its Subsidiaries, and
to encourage them to increase their efforts to make the Company's business
more successful, whether directly or through its Subsidiaries. In furtherance
thereof, the Plan is designed to provide equity-based incentives to the
eligible employees of the Company and its Subsidiaries. The Plan is intended
to comply with the provisions of Section 423 of the Code and shall be
administered, interpreted and construed accordingly.
 
1.  Definitions.
 
  When used herein, the following terms shall have the respective meanings set
forth below:
 
    "Code" means the Internal Revenue Code of 1986, as amended.
 
    "Committee" means the committee appointed by the Board of Directors of
  the Company under Section 3 hereof.
 
    "Common Stock" means the Series A Common Stock, par value $0.01 per
  share, of the Company.
 
    "Company" means Hearst-Argyle Television, Inc., a Delaware corporation.
 
    "Effective Date" means March 1, 1999.
 
    "Eligible Compensation" for any pay period means, unless otherwise
  determined by the Committee, the gross amount of base salary, incentive
  compensation, overtime, bonuses, commissions and other regular payments,
  with respect to which net amounts are actually paid in cash in such pay
  period. Eligible Compensation does not include, without limitation, any
  payments for reimbursement of expenses, deferred compensation or other non-
  cash or non-regular payments, unless otherwise determined by the Committee.
 
    "Eligible Employee" means employees eligible to participate in the Plan
  pursuant to the provisions of Section 4.
 
    "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
    "Fair Market Value" per Share as of a particular date means (i) if Shares
  are then listed on a national stock exchange, the closing sales price per
  Share on the exchange for the last preceding date on which there was a sale
  of Shares on such exchange, as determined by the Committee, (ii) if Shares
  are not then listed on a national stock exchange but are then traded on an
  over-the-counter market, the average of the closing bid and asked prices
  for the Shares in such over-the-counter market for the last preceding date
  on which there was a sale of such Shares in such market, as determined by
  the Committee, or (iii) if Shares are not then listed on a national stock
  exchange or traded on an over-the-counter market, such value as the
  Committee in its discretion may in good faith determine; provided that,
  where the Shares are so listed or traded, the Committee may make such
  discretionary determinations where the Shares have not been traded for 10
  trading days.
 
    "Investment Date" means the Friday coincident with or immediately
  preceding the 15th day of each calendar month.
 
    "Participating Employee" means an employee (i) for whom payroll
  deductions are currently being made or (ii) for whom payroll deductions are
  not currently being made because he or she has reached the limitation set
  forth in Section 6.
 
    "Payroll Account" means an account maintained by the Company with respect
  to each Participating Employee as contemplated by Section 5.
 
 
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    "Plan" means this Hearst-Argyle Television, Inc. 1998 Employee Stock
  Purchase Plan, as it may from time to time be amended.
 
    "Plan Year" means the calendar year.
 
    "Shares" means shares of Common Stock.
 
    "Stock Account" means a brokerage account as contemplated by Section 8.
 
    "Subsidiary" means any corporation that is a "subsidiary corporation"
  with respect to the Company under Section 424(f) of the Code.
 
2.  Shares Reserved for the Plan
 
  There shall be reserved for issuance and purchase by employees under the
Plan an aggregate of 5,000,000 Shares, subject to adjustment as provided in
Section 12. Shares subject to the Plan may be Shares now or hereafter
authorized but unused, or Shares that were once issued and subsequently
reacquired by the Company. If and to the extent that any right to purchase
reserved Shares shall not be exercised by any employee for any reason or if
such right to purchase shall terminate as provided herein, Shares that have
not been so purchased hereunder shall again become available for the purposes
of the Plan unless the Plan shall have been terminated, but such unpurchased
Shares shall not be deemed to increase the aggregate number of Shares
specified above to be reserved for purposes of the Plan (subject to adjustment
as provided in Section 12).
 
3. Administration of the Plan.
 
  The Plan shall be administered by the Committee appointed by the Board of
Directors. The Committee shall consist of not less than two members of the
Board of Directors each of whom is a "non-employee director" within the terms
of Rule 16b-3 promulgated under the Exchange and at such times as the Company
is subject to Section 162(m) of the Code (to the extent relief from the
limitation of Section 162(m) of the Code is sought with respect to Options),
shall qualify as "outside directors" for purposes of Section 162(m) of the
Code. To the extent that the Compensation Committee of the Board of Directors
satisfies the foregoing requirements, the Board of Directors may designate
such Compensation Committee to act as the Committee hereunder. Each member of
the Committee shall serve at the pleasure of the Board of Directors. The
Committee may make such rules and regulations and establish such procedures
for the administration of the Plan as it deems appropriate. The Committee
shall have authority to interpret the Plan, with such interpretations to be
conclusive and binding on all persons and otherwise accorded the maximum
deference permitted by law and shall take any other actions and make any other
determinations or decisions that it deems necessary or appropriate in
connection with the Plan or the administration or interpretation thereof.
 
  The acts of a majority of the members present at any meeting of the
Committee at which a quorum is present, or acts approved in writing by a
majority of the entire Committee, shall be the acts of the Committee for
purposes of the Plan. If and to the extent applicable, no member of the
Committee may act as to matters under the Plan specifically relating to such
member.
 
4. Eligible Employees.
 
  All employees of the Company and each Subsidiary designated for
participation herein by the Committee shall be eligible to participate in the
Plan, provided that each of such employees:
 
    (i)is not in a group of highly compensated employees which, as
  contemplated by Section 423(b)(4)(D) of the Code, has been designated by
  the Committee as being ineligible to participate in the Plan;
 
    (ii) has been employed by the Company or any Subsidiary (or any
  predecessor thereof) for a period of at least one year (continuous or
  otherwise) prior to the Plan Year during which participation is to
  commence;
 
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    (iii) does not own, for purposes of Section 423 of the Code, immediately
  after the right is granted, stock possessing 5% or more of the total
  combined voting power or value of all classes of capital stock of the
  Company or of a Subsidiary; and
 
    (iv) customarily works more than 20 hours per week;
 
    (v) customarily works more than five months in a year;
 
provided, that, notwithstanding the foregoing, the employment of an employee
of a Subsidiary which ceases to be a Subsidiary shall, automatically and
without any further action, be deemed to have terminated (and such employee
shall cease to be an Eligible Employee hereunder).
 
  The Committee may establish special rules with respect to those employees
who first satisfy (iv) or (v) above after they have already satisfied the
other requirements established by this Section 4 (with additional special
rules to apply in the discretion of the Committee in the case of employees
with two years of service with the Company at such time).
 
  Prior service with Pulitzer Publishing Company and Kelly Broadcasting
Company and their subsidiaries shall be taken into account hereunder as
service for the Company for those employees employed thereby immediately
before their being affiliated with the Company and thereby or by the Company
at the time of such affiliation. The Committee may establish special rules
with respect to the eligibility of and the prior service credit for employees
of other companies which become affiliated with the Company prior to the
Effective Date or during a Plan Year.
 
5. Election to Participate and Payroll Deductions.
 
  Each Eligible Employee may elect to participate in the Plan during the
enrollment period immediately prior to the beginning of a Plan Year (or in the
case of the 1998 Plan Year, in the enrollment period preceding the effective
date of the Plan). Each Eligible Employee may elect a payroll deduction of
from 1% to 10% of Eligible Compensation from each paycheck, in increments of
1% (i.e., 1%, 2%, 3%, etc.). Elections under this Section 5 are subject to the
limits set forth in Section 6. All payroll deductions shall be credited, as
promptly as practicable, to a Payroll Account in the name of the Participating
Employee. All funds held by the Company under the Plan shall not be segregated
from other corporate funds (except that the Company may in its discretion
establish separate bank or investment accounts in its own name) and may be
used by the Company for any corporate purpose.
 
  If so provided by the Committee, unless he or she elects otherwise during
the Enrollment Period for the Plan Year, an Eligible Employee who is a
Participating Employee on the day before a Plan Year commences will be deemed
(i) to have elected to participate in such Plan Year and (ii) to have
authorized the same percentage payroll deduction for such Plan Year as in
effect for such employee on the day before such Plan Year commences.
 
  Each Participating Employee may, by signing and delivering written notice to
the Committee, on a form specified for such purpose by the Committee, at such
times as may be established by the Committee, cancel his or her election to
participate in the Plan and in such case the entire balance in the Payroll
Account of such Participating Employee shall be repaid to such Participating
Employee as promptly as practicable.
 
  A Participating Employee who ceases to participate in a Plan Year shall not
again be eligible to participate during such Plan Year but, may elect to
participate in a subsequent Plan Year, if then eligible. A Participating
Employee may at any time during the Plan Year (but not more than four times)
decrease his or her payroll deductions by filing the required form with the
Company, which decrease shall become effective with the first pay period of
the first succeeding calendar month to which it may be practicably applied.
 
 
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6. Limitation of Number of Shares That an Employee May Purchase.
 
  No right to purchase Shares under the Plan shall permit an employee to
purchase stock under all employee stock purchase plans of the Company and its
subsidiaries (as defined for purposes of Section 423 of the Code) at a rate
which in the aggregate exceeds $25,000 of the fair market value of such stock
(determined under Section 423 of the Code at the time the right is granted,
which for purposes of the Plan, is deemed to be the Investment Date) for each
calendar year in which the right is outstanding at any time.
 
7. Purchase Price.
 
  The purchase price for each Share shall be 85% of the Fair Market Value of
such Share on the Investment Date.
 
8. Method of Purchase.
 
  As of each Investment Date, each Participating Employee shall be offered the
right to purchase, and shall be deemed, without any further action, to have
purchased, the number of whole and fractional Shares which the balance of his
or her Payroll Account at that time will purchase, determined by dividing the
balance in his or her Payroll Account not theretofore invested by the purchase
price as determined in Section 7.
 
  All Shares purchased as provided in the foregoing paragraph shall be
initially maintained in separate Stock Accounts for the Participating
Employees at a brokerage firm selected by, and pursuant to an arrangement
with, the Company. For so long as such Shares are maintained in Stock
Accounts, all dividends paid with respect to such Shares shall be credited to
each Participating Employee's Stock Account, and will be automatically
reinvested in whole and fractional Shares, unless the Participating Employee
elects not to have such dividends reinvested. Notwithstanding the foregoing,
in the discretion of the Committee, fractional Shares shall not be purchased
hereunder, and any remaining cash in a Participating Employee's Payroll
Account resulting from such failure to invest in fractional Shares shall be
returned to the Participating Employee as soon as practicable. The Committee
may provide that transaction fees incurred with respect to dividend
reinvestment may be paid by the Company.
 
9. Title of Stock Accounts.
 
  Each Stock Account may be in the name of the Participating Employee or, if
permitted by the Committee and the Participating Employee so indicates on the
appropriate form, in his or her name jointly with another person, with right
of survivorship. If permitted by the Committee, a Participating Employee who
is a resident of a jurisdiction that does not recognize such a joint tenancy
may have a Stock Account in his or her name as tenant in common with another
person without right of survivorship. In the event that a Participating
Employee directs that his or her Shares be transferred from the applicable
Stock Account, any fractional Shares in the Participating Employee's Stock
Account shall be paid in cash in accordance with the generally applicable
rules and procedures of the brokerage firm maintaining the Stock Accounts.
 
10. Rights as a Stockholder.
 
  At the time funds from a Participating Employee's Payroll Account are used
to purchase the Common Stock, he or she shall have all of the rights and
privileges of a stockholder of the Company with respect to the Shares
purchased under the Plan whether or not certificates representing such Shares
have been issued.
 
11. Rights Not Transferable.
 
  Rights granted under the Plan are not transferable by a Participating
Employee other than by will or the laws of descent and distribution and are
exercisable during his or her lifetime only by him or her.
 
12. Adjustment in Case of Changes Affecting Common Stock.
 
  If (i) the Company shall at any time be involved in a merger, consolidation,
dissolution, liquidation, reorganization, exchange of shares, sale of all or
substantially all of the assets or stock of the Company or its
 
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Subsidiaries or a transaction similar thereto, (ii) any stock dividend, stock
split, reverse stock split, stock combination, reclassification,
recapitalization or other similar change in the capital structure of the
Company, or any distribution to holders of Common Stock other than cash
dividends, shall occur or (iii) any other event shall occur which in the
judgment of the Committee necessitates action by way of adjusting the number
or kind of shares, or both, which thereafter may be sold under the Plan, then
the Committee may forthwith take any such action as in its judgment shall be
necessary to preserve to the Participating Employees' rights substantially
proportionate to the rights existing prior to such event, and to maintain the
continuing availability of Shares under Section 2 (if Shares are otherwise
then available) in a manner consistent with the intent hereof, including,
without limitation, adjustments in (x) the number and kind of shares subject
to the Plan, (y) the purchase price of such shares under the Plan, and (z) the
number and kind of shares available under Section 2. To the extent that such
action shall include an increase or decrease in the number of Shares (or units
of other property then available) subject to the Plan, the number of Shares
(or units) available under Section 2 above shall be increased or decreased, as
the case may be, proportionately, as may be provided by Committee in its
discretion.
 
  Notwithstanding any other provision of the Plan, if the Common Stock ceases
to be listed or traded, as applicable, on a national stock exchange or over-
the-counter market (a "Triggering Event"), then, in the discretion of the
Committee, (i) the balance in the Participating Employee's Payroll Account not
theretofore invested may be refunded to the Participating Employee, and such
Participating Employee shall have no further rights or benefits under the
Plan, (ii) an amount equal to the product of the Fair Market Value of a Share
on the date of the Triggering Event multiplied by the number of Shares such
Participating Employee would have been able to purchase with the balance of
his or her Payroll Account on such Triggering Event if such Triggering Event
were the Investment Date may be paid to the Participating Employee, and such
Participating Employee shall have no further rights or benefits under the
Plan, or (iii) the Plan may be continued without regard to the application of
this sentence.
 
13. Termination of Employment.
 
  In the event of a Participating Employee's termination of employment during
a Plan Year (regardless of the reason therefor and regardless of the party
initiating the termination), the balance in the Participating Employee's
Payroll Account not theretofore invested, shall be refunded to him or her, and
in the event of his or her death shall be paid to his or her estate, any such
refund or payment to be made as soon as practicable after the next Investment
Date.
 
14. Amendment of the Plan.
 
  The Board of Directors may at any time, or from time to time, amend the Plan
in any respect; provided, however, that the Plan may not be amended in any way
that would cause, if such amendment were not approved by the holders of Common
Stock, the Plan to fail to comply with
 
  (i) the requirements for employee stock purchase plans as defined in
      Section 423 of the Code; or
 
  (ii) any other requirement of applicable law or regulation;
 
unless and until the approval of the holders of the applicable Common Stock is
obtained. No amendment of the Plan shall alter or impair any rights
outstanding at the time of the such amendment to purchase Shares pursuant to
any offer hereunder.
 
15. Termination of the Plan.
 
  The Plan and all rights of employees hereunder shall terminate:
 
  (i) on the Investment Date that Participating Employees become entitled to
      purchase a number of Shares greater than the number of reserved Shares
      remaining available for purchase; or
 
  (ii) at any time, at the discretion of the Board of Directors.
 
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  In the event that the Plan terminates under circumstances described in (i)
above, reserved Shares remaining as of the termination date shall be subject
to Participating Employees on a pro rata basis. No termination of the Plan
shall alter or impair any rights outstanding at the time of the such
termination to purchase Shares pursuant to any offering of the right to
purchase Shares hereunder.
 
16. Governmental and Other Regulations; Further Assurances.
 
  The Plan, and the grant and exercise of the rights to purchase Shares
hereunder, and the Company's obligation to sell and deliver Shares upon the
exercise of rights to purchase Shares, shall be subject to all applicable
federal, state and foreign laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may be required. The Company shall
not be required to issue or deliver any certificates for Shares prior to the
completion of any registration or qualification of such Shares under, and the
obtaining of any approval under or compliance with, any state or federal law,
or any ruling or regulation of any government body which the Company shall, in
its sole discretion, determine to be necessary or advisable. Certificates for
Shares issued hereunder may be legended as the Committee may deem appropriate.
 
  The Participating Employee shall take whatever additional actions and
execute whatever additional documents the Committee may in its reasonable
judgment deem necessary or advisable in order to carry out or effect one or
more of the obligations or restrictions imposed on the Participating Employee
pursuant to the Plan.
 
17. Indemnification of Committee.
 
  The Company shall indemnify and hold harmless the members of the Board of
Directors of the Company and the members of the Committee from and against any
and all liabilities, costs and expenses incurred by such persons as a result
of any act or omission to act in connection with the performance of such
person's duties, responsibilities and obligations under the Plan if such
person acts in good faith and in a manner that he or she reasonably believes
to be in, or not opposed to, the best interests of the Company, to the maximum
extent permitted by law.
 
18. Withholding; Disqualifying Dispositions.
 
  Notwithstanding any other provision of the Plan, the Company shall deduct
from all Payroll Accounts paid under the Plan all federal, state, local and
other taxes required by law to be withheld with respect to such payments.
 
  If Shares acquired under the Plan are disposed of in a disqualifying
disposition within the meaning of Section 422 of the Code by a Participating
Employee prior to the expiration of two years from the Investment Date on
which such Shares are purchased, or in any other disqualifying disposition
within the meaning of Section 422 of the Code, such Participating Employee
shall notify the Company in writing as soon as practicable thereafter of the
date and terms of such disposition and, if the Company (or any affiliate
thereof) thereupon has a tax-withholding obligation, shall pay to the Company
(or such affiliate) an amount equal to any withholding tax the Company (or
affiliate) is required to pay as a result of the disqualifying disposition.
 
19. Notices.
 
  All notices under the Plan shall be in writing, and if to the Company, shall
be delivered to the Board of Directors or mailed to its principal office,
addressed to the attention of the Board of Directors; and if to a
Participating Employee, shall be delivered personally or mailed to such
Participating Employee at the address appearing in the records of the Company.
Such addresses may be changed at any time by written notice to the other party
given in accordance with this Section 19.
 
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20. Severability.
 
  The invalidity or unenforceability of any provision of the Plan shall not
affect the validity or enforceability of any other provision of the Plan,
which shall remain in full force and effect.
 
21. No Right to Continued Employment.
 
  The Plan and any right to purchase Common Stock granted hereunder shall not
confer upon any employee any right with respect to continued employment by the
Company or any Subsidiary, nor shall they restrict or interfere in any way
with the right of the Company or any Subsidiary by which an employee is
employed to terminate his or her employment at any time.
 
22. Captions.
 
  The use of captions in the Plan is for convenience. The captions are not
intended to and do not provide substantive rights.
 
23. Effective Date of the Plan.
 
  The Plan shall be effective as of the Effective Date. If the Plan is not
approved by a vote of the holders of a majority of the total outstanding
Common Stock within one year following the Effective Date, the Committee shall
be authorized to take such action as it may deem appropriate in light of any
failure of the Plan to satisfy Section 423 of the Code.
 
24. Governing Law.
 
  THE PLAN SHALL BE GOVERNED BY THE LAWS OF DELAWARE.
 
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