<PAGE>
                   CONSOLIDATED STATEMENTS OF INCOME
----------------------------------------------------------------------
               BHC COMMUNICATIONS, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

                                                        Year ended December 31,
(In Thousands Except per Share Data)                1996         1995         1994
--------------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>
OPERATING REVENUES                              $  446,292   $  454,702   $  457,533
--------------------------------------------------------------------------------------

OPERATING EXPENSES:
  Television expenses                              217,928      214,223      232,635
  Selling, general and administrative              121,216      121,900      111,916
--------------------------------------------------------------------------------------
                                                   339,144      336,123      344,551
--------------------------------------------------------------------------------------

    Operating income                               107,148      118,579      112,982
--------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
  Interest and other income                         81,849       82,483       57,644
  Equity in United Paramount Network loss         (146,313)    (129,303)      (3,977)
--------------------------------------------------------------------------------------
                                                   (64,464)     (46,820)      53,667
--------------------------------------------------------------------------------------

    Income before provision for income taxes
         and minority interest                      42,684       71,759      166,649

PROVISION FOR INCOME TAXES                          21,000       18,800       57,900
--------------------------------------------------------------------------------------

     Income before minority interest                21,684       52,959      108,749


MINORITY INTEREST                                   17,448       15,902       15,872
--------------------------------------------------------------------------------------
    Net income                                  $    4,236   $   37,057   $   92,877
======================================================================================

NET INCOME PER SHARE                            $      .18   $     1.51   $     3.71
======================================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING          23,987       24,549       25,007
======================================================================================
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these statements.
<PAGE>
                       CONSOLIDATED BALANCE SHEETS
----------------------------------------------------------------------
               BHC COMMUNICATIONS, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                           December 31,
(In Thousands of Dollars)                              1996            1995
------------------------------------------------------------------------------
<S>                                                 <C>           <C>
ASSETS

Current Assets:
  Cash and cash equivalents                         $   146,751   $    72,179
    Marketable securities (substantially all U.S.
    Government securities)                            1,245,241     1,427,186
  Accounts receivable, less allowance for
    doubtful accounts of $5,770 and $5,643               87,459        89,988
  Film contract and prepaid broadcast rights            115,498        95,541
  Prepaid expenses and other current assets              52,354        32,545
------------------------------------------------------------------------------
    Total current assets                              1,647,303     1,717,439
------------------------------------------------------------------------------
INVESTMENTS                                              45,550         7,938
------------------------------------------------------------------------------
FILM CONTRACT RIGHTS, including deposits, less
  estimated portion to be used within one year           28,536        50,361
------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, at cost:
  Land, buildings and improvements                       41,289        36,626
  Equipment                                              97,730        95,740
------------------------------------------------------------------------------
                                                        139,019       132,366
   Less-Accumulated depreciation                         90,942        84,028
------------------------------------------------------------------------------
                                                         48,077        48,338
------------------------------------------------------------------------------
INTANGIBLE ASSETS                                       313,079       323,752
------------------------------------------------------------------------------
OTHER ASSETS                                             14,718        11,182
------------------------------------------------------------------------------
                                                    $ 2,097,263   $ 2,159,010
==============================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                           December 31,
                                                        1996          1995
------------------------------------------------------------------------------
<S>                                                 <C>           <C>
LIABILITIES AND SHAREHOLDERS' INVESTMENT

Current Liabilities:
  Film contracts payable within one year            $    97,222   $    87,634
  Accounts payable and accrued expenses                  77,477        72,906
  Income taxes payable                                   35,543        28,429
------------------------------------------------------------------------------
    Total current liabilities                           210,242       188,969
------------------------------------------------------------------------------
FILM CONTRACTS PAYABLE AFTER ONE YEAR                    80,837        86,392
------------------------------------------------------------------------------
OTHER LONG-TERM LIABILITIES                               5,424         6,504
------------------------------------------------------------------------------
MINORITY INTEREST                                        95,227        95,252
------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (Note 7)

SHAREHOLDERS' INVESTMENT:
  Class A common stock-par value $.01 per share;
    authorized 200,000,000 shares; outstanding
    5,839,508 and 6,492,808 shares                           58            65
  Class B common stock-par value $.01 per share;
    authorized 200,000,000 shares; outstanding
    18,000,000 shares                                       180           180
  Retained earnings                                   1,710,323     1,779,560
  Treasury stock-133,636 and 129,786 Class A
    common shares, at cost                               (6,677)       (6,493)
  Increase to reflect marketable securities
    at market value                                       1,649         8,581
------------------------------------------------------------------------------
                                                      1,705,533     1,781,893
------------------------------------------------------------------------------
                                                    $ 2,097,263   $ 2,159,010
==============================================================================
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these statements.
<PAGE>
                CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------
              BHC COMMUNICATIONS, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                                                         Year ended December 31,
(In Thousands of Dollars)                              1996        1995       1994
--------------------------------------------------------------------------------------
<S>                                                <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                       $    4,236  $   37,057  $   92,877
  Adjustments to reconcile net income to net cash
    provided from operating activities:
      Film contract amortization                       95,291      89,321     101,869
      Film contract payments                          (90,802)    (90,994)   (117,928)
      Prepaid broadcast rights                          5,252       4,249       8,166
      Depreciation and other amortization              19,451      19,833      20,355
      Equity in United Paramount Network loss         146,313     129,303       3,977
      Minority interest                                17,448      15,902      15,872
      Other                                            (2,315)      1,543       4,167
      Changes in assets and liabilities:
          Accounts receivable                           2,529       6,693     (11,305)
          Other assets                                    178         643         682
          Accounts payable and other liabilities        1,193       5,728       4,932
          Income taxes                                 (4,859)    (22,028)      4,996
--------------------------------------------------------------------------------------
            Net cash provided from
             operating activities                     193,915     197,250     128,660
--------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Disposition of marketable securities              1,067,658     697,079   1,097,409
  Purchase of marketable securities                  (898,897)   (811,540)   (941,400)
  Investment in United Paramount Network             (145,580)   (128,585)     (6,815)
  Other investments                                   (39,173)     (8,748)       (377)
  Capital expenditures, net                            (9,870)     (9,839)     (8,242)
  Other                                                   (44)        (34)        (52)
--------------------------------------------------------------------------------------
            Net cash provided from (used in)
              investing activities                    (25,906)   (261,667)    140,523
--------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Purchase of treasury stock                          (62,639)    (30,504)    (73,449)
  Capital transactions of subsidiary                  (30,798)    (30,597)     (8,904)
  Payment of special dividend                           -         (24,504)      -
--------------------------------------------------------------------------------------
            Net cash used in financing
              activities                              (93,437)    (85,605)    (82,353)
--------------------------------------------------------------------------------------
  Net Increase (Decrease) in Cash and
    Cash Equivalents                                   74,572    (150,022)    186,830
  Cash and Cash Equivalents at
    Beginning of Year                                  72,179     222,201      35,371
--------------------------------------------------------------------------------------
  Cash and Cash Equivalents at End of Year         $  146,751  $   72,179  $  222,201
======================================================================================
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these statements.

<PAGE>
         CONSOLIDATED STATEMENTS OF SHAREHOLDERS  INVESTMENT
----------------------------------------------------------------------
             BHC COMMUNICATIONS, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                                                                         Treasury
                                              Outstanding Shares         Shares
                                            ------------------------   -----------
                                            Class A       Class B        Class A
                                            Common        Common         Common
--------------------------------------------------------------------------------------
<S>                                         <C>           <C>           <C>
Balance at December 31, 1993                7,723,418     18,000,000    (122,991)
Net income                                      -              -           -
Acquisition of treasury stock                   -              -        (845,900)
Retirement of treasury stock                 (845,900)         -         845,900
Capital transactions of subsidiary              -              -          (2,039)
Marketable securities valuation adjustment      -              -           -
--------------------------------------------------------------------------------------
Balance at December 31, 1994                6,877,518     18,000,000    (125,030)
Net income                                      -              -           -
Dividend on common stock - $1.00 per share      -              -           -
Acquisition of  treasury stock                  -              -        (384,710)
Retirement of treasury stock                 (384,710)         -         384,710
Capital transactions of subsidiary              -              -          (4,756)
Marketable securities valuation adjustment      -              -           -
--------------------------------------------------------------------------------------
Balance at December 31, 1995                6,492,808     18,000,000    (129,786)
Net income                                      -              -           -
Acquisition of treasury stock                   -              -        (653,300)
Retirement of treasury stock                 (653,300)         -         653,300
Capital transactions of subsidiary              -              -          (3,850)
Marketable securities valuation adjustment      -              -           -
--------------------------------------------------------------------------------------
Balance at December 31, 1996                5,839,508     18,000,000    (133,636)
======================================================================================
<PAGE>
<CAPTION>
               Dollar Amount (In Thousands)
--------------------------------------------------------------------------------------
                                                                 Market
Class A    Class B        Capital     Retained     Treasury      Valuation
Common     Common         Surplus     Earnings     Stock         Account
--------------------------------------------------------------------------------------
<C>        <C>            <C>         <C>          <C>           <C>
$   77     $    180      $ 98,182     $1,686,532   $  (6,150)    $   -
  -           -             -             92,877       -             -
  -           -             -              -         (65,818)        -
    (8)       -           (65,810)         -          65,818         -
  -           -            (2,761)         -            (104)        -
  -           -             -              -           -           (13,131)
--------------------------------------------------------------------------------------
    69          180        29,611      1,779,409      (6,254)      (13,131)
  -           -             -             37,057       -             -
  -           -             -            (24,604)      -             -
  -           -             -              -         (31,279)        -
    (4)       -           (18,973)       (12,302)     31,279         -
  -           -           (10,638)         -            (239)        -
  -           -             -              -           -            21,712
-------------------------------------------------------------------------------------
    65          180         -          1,779,560      (6,493)        8,581
  -           -             -              4,236       -             -
  -           -             -              -         (61,717)        -
    (7)       -             -            (61,710)     61,717         -
  -           -             -            (11,763)       (184)        -
  -           -             -              -           -            (6,932)
--------------------------------------------------------------------------------------
$   58     $    180      $  -         $1,710,323   $  (6,677)    $   1,649
======================================================================================
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these statements.
<PAGE>
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              BHC COMMUNICATIONS, INC. AND SUBSIDIARIES

Note 1
----------------------------------------------------------------------
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(A) BUSINESS AND BASIS OF PRESENTATION

   BHC Communications, Inc. is a majority owned (75.9% at December 31,
1996 and 73.9% at December 31, 1995) subsidiary  of Chris-Craft
Industries, Inc. BHC's primary business is television broadcasting,
conducted through wholly owned subsidiaries, which operate three
television stations, and through majority owned (59.0% at December 31,
1996 and 57.3% at December 31, 1995) United Television, Inc. (UTV),
which operates five television stations.

   BHC accounts for its interest in the partnership that operates the
United Paramount Network (UPN), a fifth broadcast network which
premiered in January 1995, under the equity method.  BHC recorded 100%
of UPN's start-up losses from the network's 1994 inception through
December 31, 1996, consistent with BHC's sole ownership of the
partnership during that period.  In January 1997, Viacom Inc.
completed its acquisition of a 50% interest in the partnership, and
future BHC operating results will accordingly reflect BHC's then pro
rata interest in UPN.

   The accompanying consolidated financial statements include the
accounts of BHC and its subsidiaries, after elimination of all
significant intercompany accounts and transactions.  The interest of
UTV shareholders other than BHC in the net income and net assets of
UTV is set forth as minority interest in the Consolidated Statements
of Income and Consolidated Balance Sheets, respectively.  Preparation
of financial statements in accordance with generally accepted
accounting principles requires the use of management estimates.
Certain prior year amounts have been restated to conform with the 1996
presentation.

(B) FINANCIAL INSTRUMENTS

   Cash and cash equivalents totalled $146,751,000 at December 31,
1996 and $72,179,000 at December 31, 1995.  Cash equivalents are money
market securities having maturities at time of purchase not exceeding
three months.  The fair value of cash equivalents approximates
carrying value, reflecting their short maturities.

   All of BHC's marketable securities have been categorized as
available for sale and are carried at fair market value.  Since
marketable securities are available for current operations, all are
included in current assets as follows:

                                       Gross Unrealized
                                       ----------------
(In Thousands)             Cost        Gains    Losses     Fair Value
----------------------------------------------------------------------
December 31, 1996:
U.S. Government
  securities            $1,151,818    $   884   $   868    $1,151,834
Other                       91,387      7,413     5,393        93,407
----------------------------------------------------------------------
                        $1,243,205    $ 8,297   $ 6,261    $1,245,241
======================================================================

December 31, 1995:
U.S. Government
  securities            $1,328,855    $ 4,986   $   925    $1,332,916
Other                       84,610      9,870       210        94,270
----------------------------------------------------------------------
                        $1,413,465    $14,856   $  1,135   $1,427,186
======================================================================

   Of the U.S. Government securities held at December 31, 1996, 87%
mature within one year and all within two years.

   Certain additional information related to BHC's marketable
securities as of and for the years ended December 31, 1996, 1995 and
1994 is as follows:

(In Thousands)                     1996          1995        1994
----------------------------------------------------------------------
Sales proceeds                 $ 1,067,658  $   697,079  $ 1,097,409
Realized gains                       3,909        2,356        1,193
Realized losses                        466        4,690        7,734
Net unrealized gain (loss)           2,036       13,721      (25,078)
Adjustment for unrealized gain
 (loss), net of deferred income
 taxes and minority interest   $     1,649  $     8,581  $   (13,131)

   For purposes of computing gains and losses, cost was determined
using the specific identification method.

(C) FILM CONTRACTS

   BHC's television stations own film contract rights which allow
generally for limited showings of films and syndicated programs. Film
contract rights and related liabilities are recorded when the
programming becomes available for telecasting.

   Contracts are amortized over the estimated number of showings,
using primarily accelerated methods as films are used, based on
management's estimates of the flow of revenue and ultimate total cost
for each contract. In the opinion of management, future revenue


derived from airing programming will be sufficient to cover related
unamortized rights balances at December 31, 1996. The estimated costs
of recorded film contract rights to be charged to income within one
year are included in current assets; payments on such contracts due
within one year are included in current liabilities. The approximate
future maturities of film contracts payable after one year at December
31, 1996 are $48,755,000, $23,967,000, $5,869,000 and $2,246,000 in
1998, 1999, 2000 and thereafter, respectively. The net present value
at December 31, 1996 of such payments, based on an 8.5% discount rate,
was approximately $68,000,000.  See Note 7.

(D) DEPRECIATION AND AMORTIZATION

   Depreciation of property and equipment is generally provided on the
straight-line method over the estimated useful lives of the assets,
except that leasehold improvements are amortized over the lives of the
respective leases, if shorter.

(E) INTANGIBLE ASSETS

   Intangible assets reflect the excess of the purchase prices of
businesses acquired over net tangible assets at dates of acquisition.
Amounts primarily relate to television station WWOR, which was
acquired in 1992, and are being amortized on a straight-line basis
over 40 year periods. Accumulated amortization of intangible assets
totalled $56,653,000 at December 31, 1996 and $47,333,000 at December
31, 1995.

(F) REVENUE RECOGNITION AND BARTER TRANSACTIONS

   Revenue is recognized upon broadcast of television advertising. The
estimated fair value of goods or services received in barter
(nonmonetary) transactions, most of which relate to the acquisition of
programming, is recognized as revenue when the air time is used by the
advertiser. Barter revenue totalled $40,853,000 in 1996, $46,039,000
in 1995 and $47,201,000 in 1994. Barter expense in each year
approximated barter revenue.

(G) STOCK-BASED COMPENSATION

   BHC itself has no stock-based employee compensation plan, but UTV
has stock option plans under which options to purchase shares of UTV
common stock may be granted to UTV and BHC employees and to UTV
directors.  UTV has adopted Statement of Financial Accounting
Standards No. 123,  Accounting for Stock-Based Compensation  (SFAS
123).  This statement encourages but does not require the recording of
compensation cost for stock-based employee compensation plans at fair
value.  UTV has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25,  Accounting for Stock Issued to
Employees .


   If UTV had elected to recognize compensation expense based upon the
fair value at the grant date for awards under its plans, using the
methodology prescribed by SFAS 123, BHC net income would have been
reduced by $369,000, or $.02 per share, in 1996 and by $281,000, or
$.01 per share, in 1995.  Such pro forma amounts are based on fair
value estimates using the Black-Scholes option pricing model, and may
not be representative of the pro forma effect on net income in future
years, since the estimated fair value of stock options is amortized
over the vesting period, pro forma compensation expense related to
grants made prior to 1995 is not considered and additional options may
be granted in future years.


(H) SUPPLEMENTAL CASH FLOW INFORMATION

   Cash paid for income taxes totalled $29,000,000 in 1996,
$46,300,000 in 1995 and $52,900,000 in 1994.

Note 2
----------------------------------------------------------------------
UNITED PARAMOUNT NETWORK:

   In July 1994, BHC, along with Viacom Inc.'s Paramount Television
Group, formed the United Paramount Network, a fifth broadcast
television network which premiered in January 1995. BHC owned 100% of
UPN from its inception through January 15, 1997, when Viacom completed
the exercise of its option to acquire a 50% interest in UPN.  The
option price included approximately one-half of BHC's aggregate cash
contributions to UPN through the exercise date, plus interest, and
additional cash available for ongoing UPN expenditures.  UPN
distributed approximately $116,000,000 to BHC pursuant to the option
exercise, and BHC realized a pretax gain on the exercise of
approximately $150,000,000,  which will be recorded in the first
quarter of 1997.  BHC and Viacom now share equally in UPN funding
requirements and in UPN losses.

   UPN has been organized as a partnership, and BHC accounts for its
partnership interest under the equity method.  The carrying value of
such interest, which reflects BHC funding of $145,580,000 in 1996 and
$128,585,000 in 1995, less BHC's then 100% interest in UPN losses in
those years, totalled $1,394,000 at December 31, 1996 and $2,127,000
at December 31, 1995, and is included in Other Assets on the
accompanying Consolidated Balance Sheets. UPN is still in its early
development and is expected to continue to incur significant start-up
losses and to require significant funding for the next several years.
However, BHC believes that the substantial portion of its share of
such funding requirements in 1997 and 1998 will be offset by the
proceeds of the Viacom option exercise.  Condensed consolidated
financial statements of UPN as of and for the years ended December 31,
1996 and 1995 are as follows:


(In Thousands)                                    1996        1995
----------------------------------------------------------------------
BALANCE SHEETS
Current assets                                $   43,831  $   22,616
Property and equipment, net                          915       1,225
Other assets                                       4,147       3,941
----------------------------------------------------------------------
                                              $   48,893  $   27,782
======================================================================
Current liabilities                           $   47,499  $   25,655
Advances and interest due BHC                      -         109,941
Partners  capital (deficit)                        1,394    (107,814)
----------------------------------------------------------------------
                                              $   48,893  $   27,782
======================================================================
----------------------------------------------------------------------
STATEMENTS OF OPERATIONS
Operating revenues*                           $   56,948  $   30,376
Operating expenses*                              200,316     159,116
----------------------------------------------------------------------
   Operating loss                               (143,368)   (128,740)
Other expenses, net                               (2,945)       (563)
----------------------------------------------------------------------
   Loss before interest on BHC advances         (146,313)   (129,303)
Interest on BHC advances
   (eliminated in consolidation)                 (14,147)     (4,535)
----------------------------------------------------------------------
   Net loss                                   $ (160,460) $ (133,838)
======================================================================
* With respect to certain of its programming, UPN derives no revenue
and incurs no programming expense.

Note 3
----------------------------------------------------------------------
ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

  Accounts payable and accrued expenses consist of the following:

                                                    December 31,
(In Thousands)                                    1996        1995
----------------------------------------------------------------------
Accounts payable                              $   9,530    $   9,114
Payable for securities purchased                    101        1,023
Accrued expenses-
   Deferred barter revenue                       33,896       29,660
   Payroll and compensation                      18,053       16,992
   Other                                         15,897       16,117
----------------------------------------------------------------------
                                              $  77,477    $  72,906
======================================================================


Note 4
----------------------------------------------------------------------
SHAREHOLDERS  INVESTMENT:

   Each share of Class B common stock, all of which is held by Chris-
Craft, entitles the holder to ten votes (Class A common stock entitles
the holder to one vote per share), is convertible at all times into
Class A common stock on a share-for-share basis, is not transferable
except to specified persons and in general carries the same per share
dividend and liquidation rights as Class A common stock, except that
the Board of Directors may in its discretion declare greater cash
dividends per share on the Class A common stock than on the Class B
common stock.

   From 1990, when BHC became a public company, through December 31,
1996, BHC purchased 5,567,687 shares of its Class A common stock at an
aggregate cost of $358,213,000.  Chris-Craft's ownership interest in
BHC during that period accordingly increased to 75.9% (representing
97.0% of BHC's voting power) from 60%. At December 31, 1996, 1,232,313
Class A common shares were authorized for purchase.

   Capital transactions of subsidiary, as set forth in the
accompanying Consolidated Statements of Cash Flows and Consolidated
Statements of Shareholders  Investment, reflect purchases by UTV of
its common shares totalling $32,810,000 in 1996, $30,449,000 in 1995
and $9,901,000 in 1994, net of proceeds to UTV of $4,008,000 in 1996,
$2,009,000 in 1995 and $997,000 in 1994 from the exercise of stock
options and UTV dividend payments of $4,750,000 in 1996 and $4,911,000
in 1995, adjusted for intercompany eliminations and minority interest.

Note 5
----------------------------------------------------------------------
RETIREMENT PLANS:

   Chris-Craft and UTV maintain noncontributory defined benefit
pension plans covering substantially all their employees. Benefits
accrue annually based on compensation paid to participants each year.
The funding policy is to contribute annually to the plans amounts
sufficient to fund current service costs and to amortize any unfunded
accrued liability over periods not to exceed 30 years. BHC pension
expense, including amounts accrued in Chris-Craft and UTV nonqualified
plans for retirement benefits in excess of statutory limitations,
totalled $3,094,000 in 1996, $3,096,000 in 1995, and $2,021,000 in
1994.

   It is not practical to determine which assets of the
Chris-Craft pension plan relate to BHC. The estimated funded status of
the Chris-Craft and UTV plans in which BHC participates, including
amounts accrued in the nonqualified plans, was as follows:



                                                    December 31,
(In Thousands)                                   1996          1995
----------------------------------------------------------------------
Actuarial present value of:
  Vested benefit obligation                  $ (30,376)    $ (26,210)
  Nonvested benefit obligation                  (1,789)       (1,932)
----------------------------------------------------------------------
     Accumulated benefit obligation            (32,165)      (28,142)
  Effect of projected compensation increases   (12,173)      (11,513)
----------------------------------------------------------------------
    Projected benefit obligation               (44,338)      (39,655)
Fair value of plan assets
  (primarily listed securities and
  temporary investments)                        29,144        24,366
----------------------------------------------------------------------
    Excess                                     (15,194)      (15,289)
Unrecognized net asset at date of
  initial application of SFAS No. 87,
  being amortized over 15 years                   (184)         (234)
Unrecognized net (gain) loss from past
  experience being amortized over
  15 years                                        (580)        2,090
----------------------------------------------------------------------
    Pension liability                        $ (15,958)    $ (13,433)
======================================================================

   Assumptions used in accounting for pension plans for each year
presented are as follows:

----------------------------------------------------------------------
Discount rate at end of year                                   7.25%
Rate of increase in future compensation levels                 4.50%
Expected long-term rate of return on assets                    7.75%

   The aggregate BHC expense of other retirement plans in which its
employees participate, primarily stock purchase and profit sharing
plans of Chris-Craft and UTV and related accruals in the nonqualified
retirement plans mentioned above, totalled $4,656,000 in 1996,
$6,307,000 in 1995 and $4,877,000 in 1994.


Note 6
----------------------------------------------------------------------
INCOME TAXES:

   Income taxes are provided in the accompanying Consolidated
Statements of Income as follows:

                                           Year ended December 31,
(In Thousands)                           1996       1995       1994
----------------------------------------------------------------------
Current:
    Federal                           $ 22,500   $ 23,300   $ 48,625
    State                                5,800    (13,700)    (8,600)
----------------------------------------------------------------------
                                        28,300      9,600     40,025
----------------------------------------------------------------------
Deferred:
    Federal                             (7,500)     8,200     16,275
    State                                  200      1,000      1,600
----------------------------------------------------------------------
                                        (7,300)     9,200     17,875
----------------------------------------------------------------------
                                      $ 21,000   $ 18,800   $ 57,900
======================================================================

   Following the favorable resolution of routine audits in 1995 and
1994, state income taxes in those years reflect $20,000,000 reversals
of amounts accrued in 1989 and 1990.

   Differences between income taxes at the federal statutory income
tax rate and total income taxes provided are as follows:

                                          Year ended December 31,
(In Thousands)                           1996       1995      1994
----------------------------------------------------------------------
Taxes at federal
  statutory rate                      $ 14,940   $ 25,115   $ 58,327
State income taxes, net                  3,933     (8,223)    (4,559)
Amortization of intangible
  assets                                 3,151      3,151      3,151
Dividend exclusion                        (768)      (764)      (447)
Other                                     (256)      (479)     1,428
----------------------------------------------------------------------
                                      $ 21,000   $ 18,800   $ 57,900
======================================================================

   Deferred tax assets and deferred tax liabilities reflect the tax
effect of the following differences between financial statement
carrying amounts and tax bases of assets and liabilities:

                                                      December 31,
(In Thousands)                                      1996       1995
----------------------------------------------------------------------
Accrued liabilities not deductible until paid    $  10,238  $   9,678
Film contract rights                                 6,407      3,974
Investments                                          7,243      4,117
Other                                                  418         52
----------------------------------------------------------------------
  Deferred tax assets                               24,306     17,821
----------------------------------------------------------------------
Property and equipment                              (2,729)    (3,143)
SFAS 115 adjustment                                   (668)    (4,871)
Other                                                 (689)      (823)
----------------------------------------------------------------------
  Deferred tax liabilities                          (4,086)    (8,837)
----------------------------------------------------------------------
  Net deferred tax assets                        $  20,220  $   8,984
======================================================================

Note 7
----------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES:

   The aggregate amount payable by BHC's television stations under
contracts for programming not currently available for telecasting and,
accordingly, not included in  film contracts payable and the related
contract rights in the accompanying Consolidated Balance Sheets,
totalled $177,800,000 at December 31, 1996 (including $59,000,000
applicable to UTV).

   BHC expects to make significant expenditures developing UPN. See
Note 2.

   BHC is a party to various pending legal proceedings arising in the
ordinary course of business. In the opinion of management, after
taking into account the opinion of counsel with respect thereto, the
ultimate resolution of these matters will not have a material effect
on BHC's consolidated financial position or results of operations.


Note 8
----------------------------------------------------------------------
RELATED PARTY TRANSACTIONS:

   Included in selling, general and administrative expenses are
management fees BHC paid Chris-Craft of $8,000,000 in 1996, $8,000,000
in 1995 and $11,000,000 in 1994, and management and directors  fees
UTV paid Chris-Craft totalling $570,000 in each of the three years.
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS
----------------------------------------------------------------------
                                                    February 13, 1997
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036


To the Board of Directors and
Shareholders of BHC Communications, Inc.


   In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of income, shareholders'
investment and cash flows present fairly, in all material respects,
the financial position of BHC Communications, Inc. and its
subsidiaries at December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for the opinion expressed
above.
<PAGE>
                        SELECTED FINANCIAL DATA
----------------------------------------------------------------------
              BHC COMMUNICATIONS, INC. AND SUBSIDIARIES


<TABLE>
<CAPTION>
                                  As of and for the Year Ended December 31,
(In Thousands of Dollars
 Except per Share Data)     1996        1995        1994        1993       1992
<S>                     <C>         <C>         <C>         <C>         <C>
Operating revenues      $  446,292  $  454,702  $  457,533  $  411,999  $  307,883
Operating income        $  107,148  $  118,579  $  112,982  $   79,262  $   22,362
Interest and other
 income                     81,849      82,483      57,644      55,340      36,374
Equity in United
 Paramount Network loss   (146,313)   (129,303)     (3,977)      -           -
Income associated with
 Time Warner Inc.
 securities                  -           -           -         256,622      94,059
Income taxes               (21,000)    (18,800)    (57,900)   (146,900)    (36,100)
Minority interest          (17,448)    (15,902)    (15,872)    (20,038)     (7,400)
  Net income            $    4,236  $   37,057  $   92,877  $  224,286  $  109,295

Net income per share    $      .18  $     1.51  $     3.71  $     8.67  $     4.09
Cash dividends declared
 per share                   -            1.00       -           -            2.00
Cash and current
 marketable securities   1,391,992   1,499,365   1,496,445   1,506,529     966,582
Film contract rights       144,034     145,902     148,473     186,079     187,518
Investments and
 noncurrent marketable
 securities                 45,550       7,938       -           -         450,022
Total assets             2,097,263   2,159,010   2,188,463   2,241,538   2,135,038
Long-term debt               -           -           -           -           -
Shareholders  investment 1,705,533   1,781,893   1,789,884   1,778,821   1,590,448
Book value per share    $    71.95  $    73.14  $    72.31  $    69.49  $    61.05
</TABLE>
<PAGE>
             STOCK PRICE, DIVIDEND AND RELATED INFORMATION
---------------------------------------------------------------------

   BHC Class A common stock is traded on the American Stock Exchange.
The high and low sales prices of these shares are shown below for the
periods indicated. At February 21, 1997, there were 6,607 holders of
record of Class A common stock. All BHC Class B common shares, which
in general are nontransferable, are held by Chris-Craft Industries,
Inc., and, accordingly, there is no trading market for such shares.

                                First    Second   Third    Fourth
                                Quarter  Quarter  Quarter  Quarter
----------------------------------------------------------------------
1996
High                            95 1/2   100      98 1/4   103 3/8
Low                             89       93 1/8   91 1/2   97
----------------------------------------------------------------------
1995
High                            75 3/4  81 1/4    93 1/4   95
Low                             71 7/8  71 3/4    80       88 1/2
----------------------------------------------------------------------

   BHC paid special cash dividends of $1.00 per share in February 1997
and in April 1995. BHC plans to consider annually the payment of a
special dividend.
<PAGE>
             QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
----------------------------------------------------------------------
               BHC COMMUNICATIONS, INC. & SUBSIDIARIES

<TABLE>
<CAPTION>
(In Thousands of Dollars          First      Second     Third      Fourth
 Except per Share Data)           Quarter    Quarter    Quarter    Quarter    Year
--------------------------------------------------------------------------------------
<S>                               <C>        <C>        <C>        <C>       <C>
Year Ended December 31, 1996
Operating revenues                $101,045   $120,920   $107,125   $117,202  $446,292
Operating income                    19,193     36,601     26,695     24,659   107,148
Equity in United Paramount
 Network loss                      (32,754)   (34,990)   (38,909)   (39,660) (146,313)
Income before income taxes and
  minority interest                  8,921     21,632      6,698      5,433    42,684
Net income (loss)                    1,078      5,669     (1,444)    (1,067)    4,236
Net income (loss) per share       $    .04   $    .24   $   (.06)  $   (.04) $    .18
Year Ended December 31, 1995
Operating revenues                $104,475   $120,953   $111,551   $117,723  $454,702
Operating income                    24,105     39,188     22,269     33,017   118,579
Equity in United Paramount
 Network loss                      (38,403)   (28,709)   (28,722)   (33,469) (129,303)
Income before income taxes and
  minority interest                  6,299     29,218     13,957     22,285    71,759
Net income                             390     11,254     17,825      7,588    37,057
Net income per share              $    .02   $    .46   $    .73   $    .31  $   1.51
</TABLE>
<PAGE>

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                      RESULTS OF OPERATIONS
----------------------------------------------------------------------
            BHC COMMUNICATIONS, INC. AND SUBSIDIARIES


Liquidity and Capital Resources

   BHC's financial position is strong and highly liquid.  Cash and
marketable securities totalled $1.39 billion at December 31, 1996, and
BHC has no debt outstanding.  BHC expended significant funds in 1996
and 1995 to develop the United Paramount Network, but cash flow
provided from BHC's operating activities has substantially exceeded
BHC's UPN funding since the network's January 1995 launch.  BHC
believes that the substantial portion of its share of such funding
requirements for 1997 and 1998 will be offset by the proceeds of the
Viacom option exercise, described below.

   BHC's operating cash flow is generated primarily by its core
television station group.  Broadcast cash flow reflects station
operating income plus depreciation and film contract amortization less
film contract payments.  The relationship between film contract
payments and related amortization may vary greatly between periods
(amortization exceeded payments by $4.5 million in 1996, and payments
exceeded amortization by $1.7 million in 1995), and is dependent upon
the mix of programs aired and payment terms of the stations
contracts.  Reflecting such $6.2 million variance between 1996 and
1995, broadcast cash flow in 1996 declined only 10% from 1995's record
amount, while station earnings declined 14%, as explained below.
Although broadcast cash flow is often used in the broadcast television
industry as an ancillary measure, it is not synonymous with operating
cash flow computed in accordance with generally accepted accounting
principles, and should not be considered alone or as a substitute for
measures of performance computed in accordance with generally accepted
accounting principles.

   BHC's cash flow additionally reflects earnings associated  with its
cash and marketable securities, which totalled $1.39 billion at
December 31, 1996, compared to $1.50 billion at December 31, 1995.
While operating cash flow totalled $193.9 million in 1996, only
slightly below 1995's $197.3 million, cash and marketable securities
declined $107.4 million, primarily reflecting UPN funding of $145.6
million, treasury stock purchases of $62.6 million by BHC and $32.8
million by UTV, and other investment funding of $39.2 million.

   Special cash dividends of $2.00 per share, totalling $51.9 million,
and $1.00 per share, totalling $24.5 million, were paid on BHC's Class
A and Class B common stock, in January 1993 and April 1995,
respectively. In January 1997, BHC declared a special cash dividend of
$1.00 per share, aggregating $23.6 million, which was paid in February
1997.  BHC plans to consider annually the payment of a special
dividend.

   Since April 1990, BHC's Board of Directors has authorized the
purchase of up to 6,800,000 Class A common shares.  Through December
31, 1996, 5,567,687 shares were purchased for a total cost of $358.2
million, including $61.7 million in 1996.  From 1993 through December
31, 1996, UTV purchased 1,355,276 of its common shares at an aggregate
cost of $84.3 million, and at December 31, 1996, 828,749 UTV shares
remained authorized for purchase.

   BHC intends to expand its operations in the media, entertainment
and communications industries and to explore business opportunities in
other industries.  BHC believes it is capable of raising significant
additional capital to augment its already substantial financial
resources, if desired, to fund such additional expansion.

   In July 1994, BHC, along with Viacom Inc.'s Paramount Television
Group, formed UPN, a fifth broadcast television network which
premiered in January 1995. BHC owned 100% of UPN from its inception
through January 15, 1997, when Viacom completed the exercise of its
option to acquire a 50% interest in UPN. The option price included
approximately one-half of BHC's aggregate cash contributions to UPN
through the exercise date, plus interest, and additional cash
available for ongoing UPN expenditures.  UPN distributed approximately
$116 million to BHC following the closing, and BHC realized a pretax
gain of approximately $150 million on the transaction, which will be
recorded in the first quarter of 1997. BHC and Viacom will now share
equally in UPN losses and funding requirements. BHC funding of UPN
totalled $145.6 million in 1996 and $128.6 million in 1995.  UPN is
still in its early development, and is expected for the next several
years to continue to incur substantial start-up losses and to require
significant funding.  However, BHC believes that the substantial
portion of its share of such funding requirements for 1997 and 1998
will be offset by the proceeds of the Viacom option exercise.

   BHC's television stations make commitments for programming that
will not be available for telecasting until future  dates.  At
December 31, 1996, commitments for such programming totalled
approximately $177.8 million, including $59.0 million applicable to
UTV.  BHC also has a remaining commitment to invest over time up to
$30.6 million, including $19.8 million applicable to UTV, in
management buyout limited partnerships.  BHC capital expenditures
generally have not been material in relation to its financial
position, and the related capital expenditure commitments at December
31, 1996 (including any related to UPN) were not material.  BHC
expects that its expenditures for UPN, future film contract
commitments and capital requirements for its present business will be
satisfied primarily from operations, marketable securities or cash
balances.


RESULTS OF OPERATIONS   1996 VERSUS 1995

   BHC 1996 net income declined to $4,236,000, or $.18 per share, from
1995 net income of $37,057,000, or $1.51 per share.  UPN start-up
losses increased, as expected, and earnings at BHC's core television
station group declined from 1995's record level.

   Television station revenues declined 3% in 1996, to $437,287,000
from $450,239,000 in 1995, reflecting lackluster advertising demand
and lower share in several key markets.  BHC in recent years
determined not to acquire certain expensive and popular syndicated
programs at several stations because their high prices appear to make
acceptable profit unlikely.  Accordingly, certain revenues have been
foregone, reducing market share at those stations, but BHC believes
those decisions promote the overall profitability of its station
group.

   Station programming expenses rose only 5% in 1996, and all other
station expenses declined 1%. Total station income was the third
highest in BHC history, but declined 14% to $130,450,000 from 1995 s
record $151,382,000. BHC operating income declined only 10% in 1996,
to $107,148,000 from $118,579,000, reflecting improved results at
BHC's television production subsidiaries, as well as the recording in
1995 of one-time expenses totalling approximately $3,700,000 incurred
in establishing a national sales representation subsidiary.

   Interest and other income totalled $81,849,000 in 1996, compared to
$82,483,000 in 1995. This income consists mostly of amounts earned on
BHC's cash and marketable securities holdings.

   BHC's equity in UPN start-up losses increased, as expected, to
$146,313,000 in 1996 from $129,303,000 in 1995.  The increase
primarily reflects the expansion in 1996 of the network's prime time
schedule from two to three weekday evenings. BHC recorded 100% of
UPN's losses in 1996 and 1995, consistent with its sole ownership of
the network during those years.  As described above, Viacom has
completed its acquisition of a 50% interest in UPN, and BHC will
record its then pro rata interest in future BHC losses.  UPN is still
in its early development and is expected for the next several years to
continue to incur substantial  start-up losses.

   Minority interest reflects the interest of shareholders other than
BHC in the net income of UTV, 59.0% owned at December 31, 1996 and
57.3% owned at December 31, 1995.

   Earnings per share amounts vary favorably to related dollar
amounts, reflecting the reduction in average common shares
outstanding, resulting from open market purchases by BHC of its Class
A common shares.



RESULTS OF OPERATIONS   1995 VERSUS 1994

   BHC 1995 operating results reflect record station group earnings
and a substantial increase in interest income. However, as expected,
start-up losses at BHC's United Paramount Network lowered net income
to $37,057,000, or $1.51 per share, compared to $92,877,000, or $3.71
per share, in 1994.

   Television station earnings rose to $151,382,000, just above 1994 s
then record earnings of $150,647,000. A 6% reduction in station
programming expenses more than offset a 2% decline in station
operating revenues. The decline in full year station operating
revenues, to $450,239,000 from $457,533,000 in 1994, reflects
disappointing softness in the 1995 fourth quarter television
advertising market, which contributed to a 14% decline in BHC
stations  operating revenues in that period.

   BHC operating income rose 5% in 1995, to a record $118,579,000 from
$112,982,000 in 1994, as the modest increase in station earnings was
augmented by decreases totalling $8,500,000 in program development
expenses and Chris-Craft management fee expense. Operating income
would have risen even further except for one-time expenses of
approximately $3,700,000 incurred establishing BHC's national sales
representative subsidiary, United Television Sales, Inc.

   Interest and other income increased to $82,483,000 in 1995 from
$57,644,000 in 1994, primarily reflecting higher interest rates earned
on BHC's money market portfolio.

   UPN incurred start-up losses of $129,303,000 in 1995, about as
expected, compared to the network's 1994 pre-launch loss of
$3,977,000.

   Income tax provisions for 1995 and 1994 are net of $20,000,000
reversals of state income taxes accrued in 1989 and 1990, following
the favorable resolution in each year of routine audits. Excluding the
effect of such reversals, BHC's effective income tax rate would have
been 44% in 1995 and 43% in 1994, compared with the respective actual
rates of 26% and 35%.

   Minority interest reflects an increase in BHC's ownership of UTV
from 55.2% at December 31, 1994 to 57.3% at December 31, 1995.