SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                     -----------------------

                            FORM 10-K

(Mark One)
   [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended December 31, 1996

                               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 1-10342

                    BHC COMMUNICATIONS, INC.
     (Exact name of registrant as specified in its charter)

         Delaware                                      59-2104168
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                    Identification No.)

767 Fifth Avenue, New York, New York                     10153
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (212) 421-0200

Securities registered pursuant to Section 12(b) of the Act:


                              Name of each Exchange
     Title of each class      on which registered

     Class A Common Stock     American Stock Exchange
       $0.01 par value

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.  Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant, as of February 28, 1997, was approximately $567,100,000.

     As of February 28, 1997, there were 5,561,105 shares of the registrant's
Class A Common Stock and 18,000,000 shares of the registrant's Class B Common
Stock outstanding.

<PAGE>
                     DOCUMENTS INCORPORATED BY REFERENCE

     The documents incorporated by reference into this Form 10-K and the Parts
hereof into which such documents are incorporated are listed below:

             Document                                         Part

Those portions of the registrant's annual                      II
report to stockholders for the fiscal year
ended December 31, 1996 (the "Annual
Report") that are specifically identified
herein as incorporated by reference into this
Form 10-K.

Those portions of the registrant's proxy                        III
statement for the registrant's 1997 Annual
Meeting (the "Proxy Statement") that are
specifically identified herein as incorporated
by reference into this Form 10-K.

                                     2

<PAGE>
                                   PART I
ITEM 1.   BUSINESS.

                             General

     BHC Communications, Inc. ("BHC"), the majority owned (76.1% at February
28, 1997) television broadcasting subsidiary of Chris-Craft Industries, Inc.
("Chris-Craft"), was organized in Delaware in 1977 under the name "BHC, Inc."
and changed its name to BHC Communications, Inc. in 1989.  BHC's principal
business is television broadcasting, conducted through its wholly owned sub-
sidiaries, Chris-Craft Television, Inc. ("CCTV") and Pinelands, Inc. ("Pine-
lands"), and its majority owned (58.8% at February 28, 1997) subsidiary,
United Television, Inc. ("UTV").

     At February 28, 1997, BHC, solely through subsidiaries, had 1,065 full-
time employees and 134 part-time employees.

     In July 1994, BHC, along with Viacom Inc.'s Paramount Television Group
("Paramount"), formed the United Paramount Network ("UPN"), a fifth broadcast
television network which premiered in January 1995.  In January 1997,
Paramount completed the exercise of its option to acquire an interest in UPN
equal to that of BHC, which had the effect of reimbursing BHC for one-half of
its aggregate investment in UPN, plus interest, and funding UPN with addi-
tional cash for ongoing expenditures.

                     Television Broadcasting

     BHC operates six very high frequency ("VHF") television stations and two
ultra high frequency ("UHF") television stations, together constituting Chris-
Craft's Television Division.  Commercial television broadcasting in the United
States is conducted on 68 channels numbered 2 through 69.  Channels 2 through
13 are in the VHF band, and channels 14 through 69 are in the UHF band.  In
general, UHF stations are at a disadvantage relative to VHF stations, because
UHF frequencies are more difficult for households to receive.  This
disadvantage is eliminated when a viewer receives the UHF station through a
cable system.

     Commercial broadcast television stations may be either affiliated with
one of the three major national networks (ABC, NBC and CBS); three more
recently established national networks (Fox Broadcasting Company ("Fox"), UPN,
and The WB Network ("WB")), which provide substantially fewer hours of
programming; or may be independent.

     The following table sets forth certain information with respect to BHC
stations and their respective markets:

                                     3
<PAGE>
<TABLE>
<CAPTION>
                                                       Total         DMA
                    Network                            Commercial    Cable
                    Affili-     DMA TV                 Stations      TV
Station and         ation/      House-       DMA       Operating in  Penetra-
Location(a)         Channel     Holds(b)     Rank(b)   Market(c)     tion(d)
------------        -------     ---------    --------  ------------  --------
<S>                 <C>         <C>          <C>       <C>           <C>
KCOP
  Los Angeles       UPN 13      4,942,440     2nd       7VHF         62%
                                                       10UHF
WWOR (e)
  Secaucus          UPN 9       6,711,450     1st       6VHF         69%
                                                       14UHF
KPTV
  Portland          UPN 12        952,690    24th       4VHF         63%
                                                        2UHF
KMSP
  Minneapolis/
  St. Paul          UPN 9       1,428,100    14th       4VHF         51%
                                                        3UHF
KTVX
  Salt Lake City    ABC 4          670,650   36th       4VHF         56%
                                                        2UHF
KMOL
  San Antonio       NBC 4          641,740   38th       3VHF         65%
                                                        3UHF
KBHK
  San Francisco     UPN 44        2,278,480   5th       4VHF         71%
                                                       10UHF
KUTP
  Phoenix           UPN 45        1,212,850  17th       4VHF         57%
                                                        4UHF
_______________

(a)  KCOP and KPTV are owned by CCTV; WWOR is owned by Pinelands; the
     remaining stations are owned by UTV.

(b)  Designated Market Area ("DMA") is an exclusive geographic area consisting
     of all counties in which the home-market commercial stations received a
     preponderance of total viewing hours.  The ranking shown is the nationwide
     rank, in terms of television households in DMA, of the market served by the
     station.  Source:  Nielsen Media Research television households universe
     estimates.

(c)  Additional channels have been allocated by the Federal Communications
     Commission ("FCC") for activation as commercial television stations in
     certain of these markets.  Also, additional stations may be located
     within the respective DMAs of BHC stations but outside the greater
     metropolitan television markets in which BHC stations operate.

(d)  Cable penetration refers to the percentage of DMA television viewing
     households receiving cable television service, as estimated by Nielsen
     Media Research.

(e)  WWOR UPN 9 broadcasts across a tri-state area including the entire New
     York City metropolitan area.
</TABLE>
                                     4
<PAGE>

     Television stations derive their revenues primarily from selling
advertising time.  The television advertising sales market consists primarily
of national network advertising, national spot advertising and local spot
advertising.  An advertiser wishing to reach a nationwide audience usually
purchases advertising time directly from the national networks, "superstations"
(i.e., broadcast stations carried by cable operators in areas outside their
broadcast coverage area), barter program syndicators, national basic cable
networks, or "unwired" networks (groups of otherwise unrelated stations whose
advertising time is combined for national sale).  A national advertiser
wishing to reach a particular regional or local audience usually buys
advertising time from local stations through national advertising sales
representative firms having contractual arrangements with local stations to
solicit such advertising.  Local businesses generally purchase advertising from
the stations' local sales staffs.

     Television stations compete for television advertising revenue primarily
with other television stations and cable television channels serving the same
DMA.  There are 211 DMAs in the United States.  DMAs are ranked annually by
the estimated number of households owning a television set within the DMA.
Advertising rates that a television station can command vary in part with the
size, in terms of television households, of the DMA served by the station.

     Within a DMA, the advertising rates charged by competing stations depend
primarily on four factors:  the stations' program ratings, the time of day the
advertising will run, the demographic qualities of a program's viewers
(primarily age and sex), and the amount of each station's inventory.  Ratings
data for television markets are measured by A.C. Nielsen Company ("Nielsen").
This rating service uses two terms to quantify a station's audience:  rating
points and share points.  A rating point represents one percent of all tele-
vision households in the entire DMA tuned to a particular station, and a share
point represents one percent of all television households within the DMA
actually using at least one television set at the time of measurement and
tuned to the station in question.

     Because the major networks regularly provide first-run programming during
prime time viewing hours (in general, 8:00 P.M. to 11:00 P.M. Eastern/Pacific
time), their affiliates generally (but do not always) achieve higher audience
shares, but have substantially less advertising time ("inventory") to sell,
during those hours than affiliates of the newer networks or independent sta-
tions, since the major networks use almost all of their affiliates' prime time
inventory for network programming.  Although the newer networks generally use
the same amount of their affiliates' inventory during network broadcasts, the
newer networks provide less programming; accordingly, their affiliates, as well
as non-affiliated stations, generally have substantially more inventory for
sale than the major-network affiliates.  The newer network affiliates' and
independent stations' smaller audiences and greater inventory during prime time
hours generally result in lower advertising rates charged and more advertising
time sold during those hours, as compared with major affiliates' larger
audiences and limited inventory, which generally allow the major-network
affiliates to charge higher advertising rates for prime time programming.  By
selling more advertising time, the new-network or independent station typically
achieves a share of advertising revenues in its market greater than its
audience ratings.  On the other hand, total programming costs for such a sta-
tion, because it broadcasts more syndicated programming than a major-network
affiliate, are generally higher than those of a major-network affiliate in the
same market.  These differences have been reduced by the growth of the Fox
network, which currently provides 15 weekly hours of programming during prime
time and additional programming in other periods, and are being reduced further
as the other newer networks provide expanded schedules of programming.

     In July 1995, the FCC repealed, effective August 30, 1996, its prime time
access rule, which limited broadcasts, by major-network affiliates in the 50
largest markets, of "off network" entertainment programming.  Among other
effects, elimination of this rule is expected to increase the competition
faced by new-network affiliates and independent stations in bidding for the
rights to popular "off network" shows.

                                     5

<PAGE>
     Programming

     BHC's UPN stations depend heavily on independent third parties for
programming, as do KTVX and KMOL for their non-network broadcasts.  Recognizing
the need to have a more direct influence on the quality of programming avail-
able to its stations, and desiring to participate in potential profits through
national syndication of programming, BHC has joined in the formation of UPN,
and, additionally, has begun to invest directly in the development of original
programming.  The aggregate amount invested in original programming through
December 31, 1996 was not significant to BHC's financial position.  BHC
television stations also produce programming directed to meet the needs and
interests of the area served, such as local news and events, public affairs
programming, children's programming and sports.

     Programs obtained from independent sources consist principally of syndi-
cated television shows, many of which have been shown previously on a major
network, and syndicated feature films, which were either made for network tele-
vision or have been exhibited previously in motion picture theaters (most of
which films have been shown previously on network or cable television).  Syndi-
cated programs are sold to individual stations to be broadcast one or more
times.  Television stations not affiliated with a major network generally have
large numbers of syndication contracts; each contract is a license for a
particular series or program that usually prohibits licensing the same
programming to other television stations in the same market.  A single syndica-
tion source may provide a number of different series or programs.

     Licenses for syndicated programs are often offered for cash sale (i.e.,
without any barter element) to stations; however, some are offered on a barter
or cash plus barter basis.  In the case of a cash sale, the station purchases
the right to broadcast the program, or a series of programs, and sells adver-
tising time during the broadcast.  The cash price of such programming varies,
depending on the perceived desirability of the program and whether it comes
with commercials that must be broadcast (i.e., on a cash plus barter basis).
Barter programming is offered to stations for no cash consideration, but
comes with a greater number of commercials that must be broadcast, and there-
fore, with less inventory.

     In recent years, the amount of barter and cash plus barter programming
broadcast both industry-wide and by BHC stations has increased substantially.
Barter and cash plus barter programming reduce both the amount of cash required
for program purchases and the amount of time available for sale.  Although the
direct impact on broadcasters' operating income generally is believed to be
neutral, program distributors that acquire barter air time compete with tele-
vision stations and broadcasting networks for sales of air time.  BHC
believes that the effect of barter on its television stations is not signifi-
cantly different from its impact on the industry as a whole.

     BHC television stations are frequently required to make substantial finan-
cial commitments to obtain syndicated programming while such programming is
still being broadcast by another network and before it is available for broad-
cast by BHC stations or even before it has been produced.  Generally, syndi-
cation contracts require the station to acquire an entire program series,
before the number of episodes of original showings that will be produced has
been determined.  While analyses of network audiences are used in estimating
the value and potential profitability of such programming, there is no
assurance that a successful network program will continue to be successful
or profitable when broadcast after initial network airing.

     Pursuant to generally accepted accounting principles, commitments for pro-
gramming not available for broadcast are not recorded as liabilities until the
programming becomes available for broadcast, at which time the related contract
right is also recorded as an asset.  BHC television stations had prepaid broad-
cast rights, unamortized film contract rights for programming available for
telecasting, and deposits on film contracts for programming not available for
telecasting aggregating $144,034,000 as of December 31, 1996.  The stations
were committed for film and sports rights contracts aggregating $177,800,000
for programming not available for broadcasting as of that date.   License
periods for particular programs or films generally run from one to five
years.  Long-term contracts for the broadcast of syndicated television series
generally provide for an initial telecast and subsequent reruns for a period


                                     6

<PAGE>
of years, with full payment to be made by the station over a period of time
shorter than the rerun period.  See Notes 1(C) and 9 of Notes to Consolidated
Financial Statements.

     KTVX and KMOL are primary affiliates of their respective networks.  Net-
work programs are produced either by the networks themselves or by independent
production companies and are transmitted by the networks to their affiliated
stations for broadcast.

     Generally, in the past, major network primary affiliation agreements were
automatically renewed for two-year periods (unless advance written notice of
termination was given by either the affiliate or the network).  More recently,
however, most networks have begun to enter into affiliation agreements for
terms as long as ten years.  UTV has entered into a 10-year affiliation
agreement for KTVX.  Current FCC rules do not limit the duration of such
agreements.

     An affiliation agreement gives the affiliate the right to broadcast all
programs transmitted by the network.  The affiliate must run in its entirety,
together with all network commercials, any network programming the affiliate
elects or is required to broadcast, and is allowed to broadcast a limited
number of commercials it has sold.  For each hour of programming broadcast by
the affiliate, the major networks generally have paid their affiliates a fee,
specified in the agreement (although subject to change by the network), which
varies in amount depending on the time of day during which the program is
broadcast and other factors. Prime time programming generally earns the highest
fee.  A network may, and sometimes does, designate certain programs to be
broadcast with no compensation to the station.

     Subject to certain limitations contained in the affiliation agreement,
an affiliate may accept or reject a program offered by the network and instead
broadcast programming from another source.  Rejection of a program gives the
network the right to offer that program to another station in the area.


     United Paramount Network

     In January 1995, UPN began broadcasting four hours of original prime time
programming per week, which UPN increased to six hours, on three nights, in
March 1996.  The network also broadcasts two hours of previously exhibited
movies on Saturday afternoons and two hours of original children's programming
on Sunday mornings.  UPN has announced plans to program a one-hour Monday
through Friday block of teen programming, beginning in the fall of 1997, and to
expand to a fourth night in 1998.  UPN intends, over the next several years, to
expand its prime time programming to five nights per week, as well as to begin
broadcasting in other day parts.

     UPN licenses most of its current programming on the same bases as are
customary in the industry.  UPN seeks license or ownership rights for all other
programming from all available sources on arms-length terms.

     UPN currently has 165 affiliates in markets containing 92% of all U.S.
households, including all of BHC's and Paramount's previously independent sta-
tions, and UPN continues to seek additional affiliates to expand its household
reach.  UPN's primary affiliate station agreements have three year terms and
provide commercial time for sale by the stations as consideration for broad-
casting the network's programming.

     In January 1997, Paramount completed the exercise of its option to acquire
an interest in UPN equal to that of BHC, which, until then, owned 100% of the
network and bore all UPN costs.  UPN funding requirements, to be shared equally
by BHC and Paramount, since Paramount exercised its option, are expected to
continue to be significant for the next several years.  See Management's Dis-
cussion and Analysis of Financial Condition and Results of Operations and Note
2 of Notes to Consolidated Financial Statements.

                                     7
<PAGE>
     Sources of Revenue

     The principal source of revenues for BHC stations is the sale of adver-
tising time to national and local advertisers.  Such time sales are repre-
sented by spot announcements purchased to run between programs and program
segments and by program sponsorship.  The relative contributions of national
and local advertising to BHC's gross cash advertising revenues vary from time
to time.  During the year ended December 31, 1996, national advertising contrib-
uted 37%, and local advertising contributed 63%, of total gross cash adver-
tising revenues.  Most advertising contracts are short-term.  Like that of the
television broadcasting business generally, BHC's television business is sea-
sonal.  In terms of revenues, generally the fourth quarter is strongest, fol-
lowed by the second, third and first.

     Advertising is generally placed with BHC stations through advertising
agencies, which are allowed a commission generally equal to 15% of the price
of advertising placed.  National advertising time is usually sold through a
national sales representative, which also receives a commission, while local
advertising time is sold by each station's sales staff.  In July 1995, UTV
established a national sales representative organization, United Television
Sales, Inc. ("UTS"), to represent, initially, all BHC stations.  Practices with
respect to sale of advertising time do not differ markedly between BHC's major
network and UPN stations, although the major-network affiliated stations have
less inventory to sell.


     Government Regulation

     Television broadcasting operations are subject to the jurisdiction of the
FCC under the Communications Act of 1934, as amended (the "Communications
Act").  The Communications Act empowers the FCC, among other things, to
issue, revoke or modify broadcast licenses, to assign frequencies, to deter-
mine the locations of stations, to regulate the broadcasting equipment used
by stations, to establish areas to be served, to adopt such regulations as
may be necessary to carry out the provisions of the Communications Act and to
impose certain penalties for violation of its regulations.  BHC television
stations are subject to a wide range of technical, reporting and operational
requirements imposed by the Communications Act or by FCC rules and policies.
The Communications Act was recently and substantially amended by the Tele-
communications Act of 1996 (the "Telecom Act"), some provisions of which have
been incorporated into the FCC's rules and regulations during the past year,
and other provisions of which will be incorporated over the next several
months.

     The Communications Act provides that a license may be granted to any
applicant if the public interest, convenience and necessity will be served
thereby, subject to certain limitations, including the requirement that the
FCC allocate licenses, frequencies, hours of operation and power in a manner
that will provide a fair, efficient and equitable distribution of service
throughout the United States.  Television licenses generally have been issued
for five-year terms, but the Telecom Act permits the FCC to issue such licenses
and their renewals for up to eight years.  Upon application, and in the
absence of adverse questions as to the licensee's qualifications or operations,
television licenses have usually been renewed for additional terms without a
hearing by the FCC.  An existing license automatically continues in effect once
a timely renewal application has been filed until a final FCC decision is
issued.

     KMSP UPN 9's license renewal was granted on April 15, 1993, and is due to
expire on April 1, 1998.  KTVX's license renewal was granted on September 29,
1993, and is due to expire on October 1, 1998.  KUTP UPN 45's license renewal
was granted on March 28, 1994, and is due to expire on October 1, 1998.  KCOP
UPN 13's license renewal was granted on April 18, 1994, and is due to expire on
December 1, 1998.  KBHK UPN 44's license renewal was granted on October 2,
1995, and is due to expire on December 1, 1998.  KPTV UPN 12's license
renewal was granted on August 9, 1995, and is due to expire on February 1,
1999.  KMOL's license renewal was granted on August 18, 1995, and is due to
expire on August 1, 1998.  WWOR UPN 9's license renewal was granted July 16,
1996 and is due to expire June 1, 1999.

                                     8
<PAGE>
     Under existing FCC regulations governing multiple ownership of broadcast
stations, a license to operate a television station generally will not be
granted to any party (or parties under common control), if such party directly
or indirectly owns, operates, controls or has an attributable interest in
another television or radio station serving the same market or area.  The FCC,
however, is favorably disposed to grant waivers of this rule for radio station-
television station ownership combinations in the top 25 television markets, in
which there will be at least 30 separately owned, operated and controlled
broadcast stations, and in certain other circumstances.  The Telecom Act
directs the FCC to extend this waiver policy to the top 50 markets, con-
sistent with the public interest, and to conduct a rule-making proceeding to
determine whether to retain or modify the current restriction on same-market
multiple television station ownership.

     FCC regulations further provide that a broadcast license will not be
granted if that grant would result in a concentration of control of radio and
television broadcasting in a manner inconsistent with the public interest,
convenience or necessity.  FCC rules deem such concentration of control to
exist if any party, or any of its officers, directors or stockholders,
directly or indirectly, owned, operated, controlled or had an attributable
interest in television stations capable of reaching, in the aggregate, a
maximum of 35% of the national audience.  This percentage is determined by
the DMA market rankings of the percentage of the nation's television house-
holds considered within each market.  Because of certain limitations of the
UHF signal, however, the FCC will attribute only 50% of a market's DMA reach
to owners of UHF stations for the purpose of calculating the audience reach
limits.   Applying the 50% reach attribution rule to UHF stations KBHK UPN
44 and KUTP UPN 45, the eight BHC stations are deemed to reach approximately
18% of the nation's television households.  The FCC is considering whether to
eliminate the 50% attribution reduction under this rule for UHF stations.

     The FCC's multiple ownership rules require the attribution of the licenses
held by a broadcasting company to its officers, directors and certain of its
stockholders, so there would ordinarily be a violation of FCC regulations
where an officer, director or such a stockholder and a television broadcasting
company together hold interests in stations exceeding the maximum audience
reach or more than one station that serves the same area.  In the case of
a corporation controlling or operating television stations, such as BHC,
there is attribution only to stockholders who own 5% or more of the
voting stock, except for institutional investors, including mutual funds,
insurance companies and banks acting in a fiduciary capacity, which may own
up to 10% of the voting stock without being subject to such attribution,
provided that such entities exercise no control over the management or
policies of the broadcasting company.

     The FCC has begun a proceeding to consider modification of the various TV
ownership restrictions described above, as well as changes in the rules for
attributing the licenses held by an enterprise to various parties.  BHC
cannot predict the outcome of the FCC proceedings.

     FCC regulations currently prevent a national sales representative organi-
zation, such as UTS, which is commonly owned with a national network such as
UPN, from representing affiliates of that network other than affiliates that
are also under common ownership with the network.  FCC regulations also place
restrictions on provisions of agreements between networks and their affiliates
relating to network exclusivity, territorial exclusivity, time optioning, and
pre-emption rights.  The FCC is conducting rule-making proceedings to consider
whether to retain, modify, or eliminate these regulations.  BHC is
unable to predict the outcome of these proceedings.

     As required by the Telecom Act, the FCC recently amended another of its
regulations, the dual network rule, which generally had prohibited common
ownership or control of two television broadcast networks.  Ownership and
control of two or more such networks will now be permitted, except for common
ownership or control between two of ABC, NBC, CBS, and Fox, or any one of those
four networks and either UPN or WB.

     The Telecom Act directs the FCC to conduct a rule-making proceeding to
require the inclusion, in all television sets 13 inches or larger, of a feature
(commonly referred to as the V-chip) designed to enable viewers to block
display of programs carrying a common rating and authorizes the FCC to
establish an advisory committee to recommend a system for rating video
programming that contains sexual, violent, or other indecent material about

                                     9
<PAGE>
which parents should be informed, before it is displayed to children, if the
television industry does not establish a satisfactory voluntary rating system
of its own.  Industry leaders announced establishment of a voluntary rating
system in January 1997.  The Telecom Act also directs the FCC to adopt regu-
lations requiring increased closed-captioning of video programming and to
conduct an inquiry into the use of audio-narrated descriptions of video
programming that could increase the accessibility of such programming to
persons with visual impairments.

     FCC regulations prohibit the holder of an attributable interest in a tele-
vision station from having an attributable interest in a cable television
system located within the predicted coverage area of that station.  FCC regu-
lations also prohibit the holder of an attributable interest in a television
station from having an attributable interest in a daily newspaper located
within the predicted coverage area of that station.  The FCC intends to conduct
a rule-making proceeding to consider possible modification of this latter
regulation.

     FCC regulations implementing the Cable Television Consumer Protection and
Competition Act of 1992 (the "1992 Cable Act") require each television broad-
caster to elect, at three-year intervals beginning June 17, 1993, either to (i)
require carriage of its signal by cable systems in the station's market ("must-
carry") or (ii) negotiate the terms on which such broadcast station would
permit transmission of its signal by the cable systems within its market
("retransmission consent").  In a 2-1 decision issued on December 13, 1995, a
special three-judge panel of the U.S. District Court for the District of
Columbia upheld the constitutionality of the must-carry provisions.  The
District Court's decision has been appealed to the U.S. Supreme Court, which
has heard the appeal and is expected to issue a decision prior to June 30,
1997.  In the meantime, the FCC's must-carry regulations implementing the 1992
Cable Act remain in effect.  BHC cannot predict the outcome of the Supreme
Court review of the case.

     On August 8, 1996, under the Children's Television Act of 1990 (the
"CTA"), the FCC amended its rules to establish a "processing guideline" for
broadcast television stations, of at least three hours per week, averaged over
a six-month period, of "programming that furthers the educational and inform-
ational needs of children 16 and under in any respect, including the child's
intellectual/cognitive or social/emotional needs."  Children's "Core
Programming" has been defined as educational and informational programming
that, among other things (i) has serving the educational and informational
needs of children "as a significant purpose," (ii) has a specified educa-
tional and informational objective and a specified target child audience,
(iii) is regularly scheduled, weekly programming, (iv) is at least 30 minutes
in length, and (v) airs between 7:00 a.m. and 10:00 p.m.  Any station that
satisfied the processing guideline by broadcasting at least three weekly
hours of Core Programming will receive FCC staff-level approval of the
portion of its license renewal application pertaining to the CTA.  Alterna-
tively, a station may qualify for staff-level approval even if it broadcasts
"somewhat less" than three hours per week of Core Programming by demon-
strating that it has aired a weekly package of different types of educational
and informational programming that is "at least equivalent" to three hours of
Core Programming.  Non-Core Programming that can qualify under this alterna-
tive includes specials, public service announcements, short-form programs
and regularly scheduled non-weekly programs, with "a significant purpose of
educating and informing children."  A licensee that does not meet the pro-
cessing guidelines under either of these alternatives will be referred by
the FCC's staff to the Commissioners of the FCC, who will evaluate the
licensee's compliance with the CTA on the basis of both its programming and
its other efforts related to children's educational and informational pro-
gramming, e.g., its sponsorship of Core Programming on other stations in the
market, or nonbroadcast activities "which enhance the value" of such pro-
gramming.  A television station ultimately found not to have complied with
the CTA could face sanctions including monetary fines and the possible non-
renewal of its broadcast license.

     The FCC is conducting a rulemaking proceeding to devise a table of channel
allotments in connection with the introduction of digital television service
("DTV").  The FCC has preliminarily decided to assign a second broadcast
channel to each full-power commercial television station for DTV operation.
According to this preliminary decision, stations would be permitted to phase in
their DTV operations over a period of several years following adoption of a
final table of allotments, after which they would be required to surrender
their non-DTV channels.  Meanwhile, Congress is considering proposals that
would require incumbent broadcasters to bid at auctions for the additional
spectrum required to effect a transition to DTV, or, alternatively, would
assign additional DTV spectrum to incumbent broadcasters and require the
early surrender of this non-DTV channel for sale by public

                                    10

<PAGE>
auction.  BHC cannot predict if, or when, any of these proposals will
be adopted or the effect, if any, adoption of such proposals would have on
BHC.

     The FCC currently is reviewing certain of its rules governing the rela-
tionship between broadcast television networks, including UPN, and their
affiliated stations.  In a rulemaking proceeding, the FCC is examining its rules
prohibiting broadcast television networks from representing their affiliated
stations for the sale of non-network advertising time and from influencing or
controlling the rates set by their affiliates for the sale of such time.
Separately, the FCC is conducting a rulemaking proceeding to consider the
relaxing or elimination of its rules prohibiting broadcast networks from (i)
restricting their affiliates' rights to reject network programming, (ii)
reserving an option to use specified amounts of their affiliates' broadcast
time, and (iii) forbidding their affiliates from broadcasting the programming
of another network; and to consider the relaxation of its rule prohibiting
network affiliated stations from preventing other stations from broadcasting
the programming of their network.

     The Communications Act limits the amount of capital stock that aliens
(including their representatives, foreign governments, their representatives,
and entities organized under the laws of a foreign country) may own in a tele-
vision station licensee or any corporation directly or indirectly controlling
such licensee.  No more than 20% of a licensee's capital stock and, if the FCC
so determines, no more than 25% of the capital stock of a company controlling
a licensee, may be owned, directly or indirectly, or voted by aliens or their
representatives.  Should alien ownership exceed this limit, the FCC may revoke
or refuse to grant or renew a television station license or approve the
assignment or transfer of such license.  BHC believes the ownership by
aliens of its stock and that of BHC and UTV to be below the applicable limit.

     The Communications Act prohibits the assignment of a broadcast license or
the transfer of control of a licensee without the prior approval of the FCC.
Legislation was introduced in the past that would impose a transfer fee on
sales of broadcast properties.  Although that legislation was not adopted,
similar proposals, or a general spectrum licensing fee, may be advanced and
adopted in the future.  Recent legislation has imposed annual regulatory fees
applicable to BHC stations, currently ranging as high as $22,400 per station.

     The foregoing does not purport to be a complete summary of all the pro-
visions of the Communications Act or regulations and policies of the FCC there-
under.  Reference is made to the Communications Act, such regulations and the
public notices promulgated by the FCC for further information.

     Other Federal agencies, including principally the Federal Trade Commis-
sion, also impose a variety of requirements that affect the business and
operations of broadcast stations.  Proposals for additional or revised
requirements are considered by the FCC, other Federal agencies or Congress
from time to time.  BHC cannot predict what new or revised Federal
requirements may result from such consideration or what impact, if any, such
requirements might have upon the operation of BHC television stations.

     Competition

     BHC television stations compete for advertising revenue in their
respective markets, primarily with other broadcast television stations and
cable television channels, and compete with other advertising media as well.
Such competition is intense.

     In addition to programming, management ability and experience, technical
factors and television network affiliations are important in determining
competitive position.  Competitive success of a television station depends
primarily on public response to the programs broadcast by the station in rela-
tion to competing entertainment, and the results of this competition affect the
advertising revenues earned by the station from the sale of advertising time.

     Audience ratings provided by Nielsen have a direct bearing on the
competitive position of television stations.  In general, major network pro-
grams achieve higher ratings than other programs.

                                    11

<PAGE>
     There are at least five other commercial television stations in each
market served by a BHC station.  BHC believes that the three VHF
major-network affiliates and the two other VHF stations in New York City
generally attract a larger viewing audience than does WWOR UPN 9, and that
WWOR UPN 9 generally attracts a viewing audience larger than the audiences
attracted by the UHF stations in the New York City market.  In Los Angeles,
the three VHF major-network affiliates and three other VHF stations generally
attract a larger viewing audience than does KCOP UPN 13, and KCOP UPN 13
generally attracts a viewing audience larger than the ten UHF stations in Los
Angeles.  In Portland, the three VHF major-network affiliated stations
generally attract a larger audience than does KPTV UPN 12, which generally
attracts a larger audience than the other independent stations, both of which
are UHF stations.  BHC believes that, in Minneapolis/St. Paul, KMSP
UPN 9 generally attracts a smaller viewing audience than the three major
network-affiliated VHF stations, but a larger viewing audience than the other
three stations, all of which are UHF stations.  In Salt Lake City, KTVX
generally ranks first of the six television stations in terms of audience
share.  In San Antonio, KMOL generally ranks first of the six stations in
terms of audience share.  Of the 14 commercial television stations in San
Francisco, KBHK UPN 44 generally ranks fifth in terms of audience share,
behind the three major network-affiliated VHF television stations, and the VHF
Fox affiliate.  KUTP UPN 45 generally ranks sixth in terms of audience share,
of the eight commercial stations in the Phoenix market.

     BHC stations may face increased competition in the future from additional
television stations that may enter their respective markets.  See note (c) to
the table under Television Broadcasting.

     Cable television has become a major competitor of television broadcasting
stations.  Because cable television systems operate in each market served by a
BHC station, the stations are affected by rules governing cable operations.
If a station is not widely accessible by cable in those markets having strong
cable penetration, it may lose effective access to a significant portion of
the local audience.  Even if a television station is carried on a local cable
system, an unfavorable channel or service tier position on the cable system
may adversely affect the station's audience ratings and, in some circumstances,
a television set's ability to receive the station being carried on an
unfavorable channel position.  Some cable system operators may be inclined to
place broadcast stations in unfavorable channel locations.  Similar competi-
tive effects may be expected from video delivery systems offered by local
telephone companies, as permitted by the provisions of the Telecom Act.

     While Federal law has until recently generally prohibited local telephone
companies from providing video programming to subscribers in their service
areas, this prohibition has been substantially eliminated by the Telecom Act.
The FCC has also recently adopted rules for "Open Video Systems" -- a new
structure of video delivery system authorized by the Telecom Act for provision
by local telephone companies and, if permitted by the FCC, others.  BHC
is unable to predict the outcome or effect of these developments.

     "Syndicated exclusivity" rules allow television stations to prevent local
cable operators from importing distant television programming that duplicates
syndicated programming in which local stations have acquired exclusive rights.
In conjunction with these rules, network nonduplication rules protect the
exclusivity of major-network broadcast programming within the local video
marketplace.  The FCC is also reviewing its "territorial exclusivity" rule,
which limits the area in which a broadcaster can obtain exclusive rights to
video programming.  BHC believes that the competitive position of BHC
stations would likely be enhanced by an expansion of broadcasters' permitted
zones of exclusivity.

     Alternative technologies could increase competition in the areas served
by BHC stations and, consequently, could adversely affect their profitability.
Five direct broadcast satellite ("DBS") systems currently provide service, and
others are expected to begin service during the next two years.  The number of
subscribers to DBS services increased substantially during the past two years,
from approximately 600,000 at the end of 1994, to approximately 4.3 million at
the end of 1996.  The emergence of home satellite dish antennas has also made
it possible for individuals to receive a host of video programming options via
satellite transmission.  An additional challenge is now posed by wireless
cable systems, including multichannel distribution services ("MDS").  At the
end of 1994,


                                    12

<PAGE>
wireless cable systems served about 800,000 subscribers.  Two four-channel MDS
licenses have been granted in most television markets.  MDS operation can
provide commercial programming on a paid basis.  A similar service can also be
offered using the instructional television fixed service ("ITFS").  The FCC
now allows the educational entities that hold ITFS licenses to lease their
"excess" capacity for commercial purposes.  The multichannel capacity of ITFS
could be combined with either an existing single channel MDS or a newer
multichannel multi-point distribution service to increase the number of
available channels offered by an individual operator.

     Technological developments in television transmission have created the
possibility that one or more of the broadcast and nonbroadcast television
media will provide enhanced or "high definition" pictures and sound to the
public of a quality that is technically superior to that of the pictures and
sound currently available.  It is not yet clear when and to what extent
technology of this kind will be available to the various television media;
whether and how television broadcast stations will be able to avail themselves
of these improvements; whether all television broadcast stations will be
afforded sufficient spectrum to do so; what channels will be assigned to each
of them to permit them to do so; whether viewing audiences will make choices
among services upon the basis of such differences; or, if they would, whether
significant additional expense would be required for television stations to
provide such services.  Many segments of the television industry are
intensively studying digital television technology.  A proceeding is under way
at the FCC regarding digital television service policies, including "high
definition" television service.  The Telecom Act, as well as proposed federal
legislation, addresses several of these issues.  BHC is unable to
predict the outcome of these developments.

     The broadcasting industry is continuously faced with technological
changes, competing entertainment and communications media and governmental
restrictions or actions of Federal regulatory bodies, including the FCC.
These technological changes may include the introduction of digital compres-
sion by cable systems that would significantly increase the number and
availability of cable program services with which BHC stations compete for
audience and revenue, the establishment of interactive video services, and the
offering of multimedia services that include data networks and other computer
technologies.  Such factors have affected, and will continue to affect, the
revenue growth and profitability of BHC.

ITEM 2.   PROPERTIES.

     KCOP owns its studios and offices in two buildings in Los Angeles
containing a total of approximately 54,000 square feet located on adjacent
sites having a total area of approximately 1.93 acres.  KCOP's transmitter
is located atop Mt. Wilson on property utilized pursuant to a permit issued by
the United States Forest Service.

     KPTV owns its studios and offices in a building in Portland, Oregon,
containing approximately 45,300 square feet located on a site of approximately
2.0 acres.  Its transmitter is located on its own property at a separate site
containing approximately 16.18 acres.

     WWOR owns office and studio facilities in Secaucus, New Jersey,
containing approximately 110,000 square feet on approximately 3.5 acres and
leases additional office space in New York City.  Along with almost all of the
television stations licensed to the New York market, WWOR's transmitter is
located on top of the World Trade Center in New York City pursuant to a lease
agreement which expires in 2004, unless terminated by WWOR in 1999.

     Physical facilities consisting of offices and studio facilities are owned
by UTV in Minneapolis, San Antonio and Phoenix and are leased in Salt Lake
City and San Francisco.  The Salt Lake City lease agreement expires in 1999
and is renewable, at an increased rental, for two five-year periods.  The San
Francisco lease expires in 2007.

                                    13
<PAGE>
     The Minneapolis facility includes approximately 49,700 square feet of
space on a 5.63-acre site.  The Salt Lake City facility is approximately
30,400 square feet on a 2.53-acre site.  The San Antonio facility is approxi-
mately 41,000 square feet on a .92-acre site.  The San Francisco facility is
approximately 27,700 square feet in downtown San Francisco.  The Phoenix
facility is approximately 26,400 square feet on a 3.03-acre site.  Smaller
buildings containing transmission equipment are owned by UTV at sites separate
from the studio facilities.

     UTV owns a 55-acre tract in Shoreview, Minnesota, of which 40 acres are
used by KMSP for transmitter facilities and tower.

     KTVX's transmitter facilities and tower are located at a site on Mt.
Nelson, close to Salt Lake City, under a lease that expires in 2004.  KTVX
also maintains back-up transmitter facilities and tower at a site on nearby
Mt. Vision under a lease that expires in 2002 and is renewable, at no increase
in rental, for a 50-year period.

     KMOL's transmitter facilities are located at a site near San Antonio on
land and on a tower owned by Texas Tall Tower Corporation, a corporation owned
in equal shares by UTV and another television station that also transmits from
the same tower.

     KBHK's transmitter is located on Mt. Sutro, as part of the Sutro Tower
complex, which also houses equipment for other San Francisco television
stations and many of its FM radio stations.  The lease for the Mt. Sutro
facilities expires in February 2005 and is renewable for two five-year
periods.

     KUTP's transmitter facilities and tower are located on a site within
South Mountain Park, a communications park owned by the City of Phoenix, which
also contains transmitter facilities and towers for the other television
stations in Phoenix as well as facilities for several FM radio stations.  The
license for this space expires in 2012.

     BHC believes its properties are adequate for their present uses.


ITEM 3.   LEGAL PROCEEDINGS.

     Not applicable.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

                                    14

<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT.

     The executive officers of BHC, as of February 28, 1997, are as follows:

                                                                  Has served
                    Positions with BHC; principal occupation;     as officer
Name                  and age as of February 28, 1997                since
----                -----------------------------------------     ----------
Herbert J. Siegel   Chairman of the Board; Chairman of the           1977
                    Board and President, Chris-Craft; 68

William D. Siegel   President; Senior Vice President, Chris-         1981
                    Craft; 42

Joelen K. Merkel    Vice President and Treasurer; Vice               1980
                    President and Treasurer, Chris-Craft; 45

Brian C. Kelly      General Counsel and Secretary; General           1992
                    Counsel and Secretary, Chris-Craft; 45

     Chris-Craft, through its majority ownership of BHC, is principally engaged
in television broadcasting.  The principal occupation of each of the indi-
viduals for the past five years is stated in the foregoing table, except that
prior to being elected General Counsel and Secretary of BHC on December 14,
1992, Brian C. Kelly served as President of Finevest Foods, Inc. ("Finevest")
from July 1992 through December 13, 1992, served as Executive Vice President,
General Counsel and Secretary of Finevest from March 1992 until July 1992 and
served as Vice President, General Counsel and Secretary of Finevest prior to
February 1992.

     All officers hold office until the meeting of the Board following the
next annual meeting of stockholders or until removed by the Board.

     Evan C Thompson, age 54, is Executive Vice President of Chris-Craft.
Although not an officer of BHC, as President of UTV and Chris-Craft's Tele-
vision Division for more than the past five years, Mr. Thompson may be
considered an executive officer of BHC within the Securities and Exchange
Commission definition of the term.

                                    15

<PAGE>
                                  PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS.

     The information appearing in the Annual Report under the caption STOCK
PRICE, DIVIDEND AND RELATED INFORMATION is incorporated herein by this
reference.


ITEM 6.   SELECTED FINANCIAL DATA.

     The information appearing in the Annual Report under the caption SELECTED
FINANCIAL DATA is incorporated herein by this reference.


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

     The information appearing in the Annual Report under the caption
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS is incorporated herein by this reference.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Consolidated Financial Statements, Notes thereto, Report of
Independent Accountants thereon and Quarterly Financial Information (unaudited)
appearing in the Annual Report are incorporated herein by this reference.
Except as specifically set forth herein and elsewhere in this Form 10-K, no
information appearing in the Annual Report is incorporated by reference into
this report nor is the Annual Report deemed to be filed, as part of this
report or otherwise, pursuant to the Securities Exchange Act of 1934.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

     Not applicable.
                                    16

<PAGE>
                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS -- Nominees of the Board of Directors is incorporated
herein by this reference.  Information relating to BHC's executive officers
is set forth in Part I under the caption EXECUTIVE OFFICERS OF THE REGISTRANT.


ITEM 11.  EXECUTIVE COMPENSATION.

     The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS -- Executive Compensation is incorporated herein by this
reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT.

     The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS -- Voting Securities of Certain Beneficial Owners and
Management is incorporated herein by this reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS -- Certain Relationships and Related Transactions is
incorporated herein by this reference.

                                    17

<PAGE>

                              PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K.

     (a)  The following documents are filed as part of this report:

          1.   The financial statements and quarterly financial information
               incorporated by reference from the Annual Report pursuant to
               Item 8.

          2.   The financial statements of UPN and report thereon listed under
               the caption Schedules in the Index to Consolidated Financial
               Statements and Schedules.

          3.   Exhibits listed in the Exhibit Index, including the compensatory
               plans listed below:

               *  Chris-Craft's Benefit Equalization Plan
               *  Employment Agreement dated as of January 1, 1994 between
                  Herbert J. Siegel and Chris-Craft
               *  Employment Agreement dated as of January 1, 1994 between Evan
                  C Thompson and Chris-Craft

     (b) No reports on Form 8-K were filed by the registrant during the last
quarter of the period covered by this report.

                                    18

<PAGE>
                             SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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.

Dated:  March 28, 1997

                                         BHC COMMUNICATIONS, INC.
                                               (Registrant)


                                         By:   WILLIAM D. SIEGEL
                                               William D. Siegel
                                                   President


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

          Signature and Title                    Date

          HERBERT J. SIEGEL                  March 28, 1997
          Herbert J. Siegel
          Chairman and
            Director (principal executive
            officer)



          WILLIAM D. SIEGEL                  March 28, 1997
          William D. Siegel
          President and
            Director (principal financial
            officer)



          JOELEN K. MERKEL                   March 28, 1997
          Joelen K. Merkel
          Vice President, Treasurer and
            Director (principal accounting
            officer)

                                    19

<PAGE>

          JOHN L. EASTMAN                    March 28, 1997
          John L. Eastman
          Director



          BARRY S. GREENE                    March 28, 1997
          Barry S. Greene
          Director



          LAURENCE M. KASHDIN                March 28, 1997
          Laurence M. Kashdin
          Director



          MORGAN L. MILLER                   March 28, 1997
          Morgan L. Miller
          Director



          JOHN C. SIEGEL                     March 28, 1997
          John C. Siegel
          Director

                                    20

<PAGE>

             BHC COMMUNICATIONS, INC. AND SUBSIDIARIES

    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES


CONSOLIDATED FINANCIAL STATEMENTS:

     Report of Independent Accountants

     Consolidated Balance Sheets - December 31, 1996 and 1995

     Consolidated Statements of Income - For the Years
      Ended December 31, 1996, 1995 and 1994

     Consolidated Statements of Cash Flows - For the Years
      Ended December 31, 1996, 1995 and 1994

     Consolidated Statements of Shareholders' Investment - For
      the Years Ended December 31, 1996, 1995 and 1994

     Notes to Consolidated Financial Statements


SCHEDULES:

     UPN Financial Statements --

          Report of Independent Accountants

          Balance Sheets - December 31, 1996 and 1995

          Statements of Operations - For the Years
           Ended December 31, 1996 and 1995

          Statements of Changes in Partners'
           Capital (Deficit) - For the Years
           Ended December 31, 1996 and 1995

          Statements of Cash Flows - For the Years
           Ended December 31, 1996 and 1995

          Notes to Financial Statements

                                    21


United Paramount Network
(a partnership between BHC Network
Partner, Inc., BHC Network Partner II, Inc.
and BHC Network Partner III, Inc.)
Report and Financial Statements
December 31, 1996 and 1995

		      Report of Independent Accountants


January 31, 1997

To the Partners
of United Paramount Network


In our opinion, the accompanying balance sheets and the related statements of
operations, of changes in partners' capital (deficit) and of cash flows
present fairly, in all material respects, the financial position of United
Paramount Network (a partnership between BHC Network Partner, Inc., BHC
Network Partner II, Inc. and BHC Network Partner III, Inc.) at December 31,
1996 and 1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
These financial statements are the responsibility of United Paramount Net-
work's management; our responsibility is to express an opinion on these
financial statements based on our audits.  We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence sup-
porting 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>

United Paramount Network
Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
							      December 31,
							  1996            1995
				   Assets
<S>                                                    <C>             <C>
Current assets:
   Cash and cash equivalents                           $   557       $      74
   Accounts receivable (net of allowance for
     doubtful accounts of $430 and $178,
     respectively)                                      25,057           9,040
   Program rights and development costs (net
     of reserve for abandonment of $5,613
     and $4,631, respectively)                          17,815          12,893
   Other current assets                                    402             609
						       -------        --------
   Total current assets                                 43,831          22,616
						       -------        --------
Restricted cash                                          1,157             974
Property and equipment, at cost:                       -------        --------
   Furniture, fixtures and computer equipment            1,065           1,065
   Leasehold improvements and other                        358             358
						       -------        --------
							 1,423           1,423
Less accumulated depreciation                              508             198
						       -------        --------
							   915           1,225
						       -------        --------
Intangible asset (net of accumulated
   amortization of $108 and $54, respectively)             163             217
Investment in joint venture (net of reserve of
   $2,158 and $0, respectively)                          2,827           2,750
						       -------        --------
						       $48,893       $  27,782
						       =======       =========

		 Liabilities and Partners' Capital (Deficit)

Current liabilities:
   Accounts payable                                    $ 4,027       $   3,224
   Accrued program costs                                18,168          10,587
   Accrued expenses and other liabilities               25,304          11,844
						       -------        --------
     Total current liabilities                          47,499          25,655
						       -------        --------
Due to related party                                      --           109,941
						       -------        --------_
     Total liabilities                                  47,499         135,596

Commitments and contingencies (Note 6)

Partners' capital (deficit):
   Network Partner                                      (4,172)         (8,942)
   Network Partner II                                   (3,703)        (98,872)
   Network Partner III                                   9,269            --
						       -------        --------
     Total partners' capital (deficit)                   1,394        (107,814)
						       -------        --------
						      $ 48,893       $  27,782
						      ========       =========
<?TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>
United Paramount Network
Statement of Operations

(in thousands)

</TABLE>
<TABLE>
<CAPTION>
						  For the Year Ended
						     December 31,
						  1996           1995
<S>                                          <C>            <C>
Net revenues                                 $  56,948      $  30,376

Operating costs and expenses:
   Operating expenses                          132,593         99,940
   Selling, general and administrative
     expenses                                   67,359         58,924
   Depreciation and amortization                   364            252
					     ---------      ---------
					       200,316        159,116
					     ---------      ---------
Operating loss                                (143,368)      (128,740)
					     ---------      ---------
Other income (expense):
   Interest expense to related parties         (14,147)        (4,535)
					     ---------      ---------
   Interest and other income                       193             62

   Net loss on investment in joint venture      (3,138)          (625)
					     ---------      ---------
					       (17,092)        (5,098)
					     ---------      ---------
Net loss                                     $(160,460)     $(133,838)
					     ==========     ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

United Paramount Network
Statements of Changes in Partners' Capital (Deficit)
(in thousands)

<TABLE>
<CAPTION>

						     Network       Network
				       Network       Partner       Partner
				       Partner          II           III        Total

<S>                                    <C>         <C>           <C>        <C>
Balance at December 31, 1994           $ 1,500     $   1,338     $   --     $   2,838

Capital contributions                     --          23,186         --        23,186

Capital transfers between partners      (3,977)        3,977         --          --

Allocation of 1995 net loss             (6,465)     (127,373)        --      (133,838)
				       --------    ---------     --------   ---------
Balance at December 31, 1995            (8,942)      (98,872)        --      (107,814)

   Capital contributions                  --             --        20,000      20,000

   Conversion of debt to equity          8,398       164,101       63,016     235,515

   Conversion of accrued interest
     to equity                              12         9,500        4,641      14,153

   Allocation of 1996 net loss          (3,640)      (78,432)     (78,388)   (160,460)
				       --------    ---------     --------   ---------
Balance at December 31, 1996           $(4,172)    $  (3,703)    $  9,269   $   1,394
				       ========    ==========    ========   =========
</TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>
United Paramount Network
Statements of Cash Flows

(in thousands)
<TABLE>
<CAPTION>
						   For the Year Ended
							  December 31,
						       1996          1995
<S>                                               <C>           <C>
Cash flows from operating activities:
   Net loss                                       $(160,460)    $(133,838)
   Adjustments to reconcile net loss to net
   cash used in operating activities:
     Amortization of program costs                  126,793        91,744
     Payments for programming                      (121,822)      (98,420)
     Depreciation and amortization                      364           252
     Abandonment reserve                                982         4,631
     Changes in assets and liabilities:
       Increase in accounts receivable, net         (16,017)       (9,025)
       Increase in accounts payable, accrued
	 expenses and other current liabilities      25,116        12,546
       Decrease in other assets                         207         3,052
						  ---------     ---------
   Net cash used in operating activities           (144,837)     (129,058)
						  ---------     ---------
Cash flows from investing activities:
   Additions to property and equipment                 --          (1,113)
   Cash placed in restricted account                   (183)         (974)
   Increase in intangible asset                        --            (271)
   Net investment in joint venture                      (77)       (2,750)
						  ---------     ---------
   Net cash used in investing activities               (260)       (5,108)
						  ---------     ---------
Cash flows from financing activities:
   Advances from related party                      125,580       109,935
   Capital contributions                             20,000        23,186
						  ---------     ---------
   Net cash provided by financing activities        145,580       133,121
						  ---------     ---------
   Net increase (decrease) in cash
     and cash equivalents                               483        (1,045)

Cash and cash equivalents:
   Beginning of year                                     74         1,119
						  ---------     ---------
   End of year                                    $     557     $      74
						  =========     =========
Supplemental Cash Flow Information:

   Cash paid for interest                         $    --       $   4,530
						  =========     =========
Supplemental schedule of non-cash
   financing activities:

   Advances from related party
     converted to equity                          $ 235,521     $   --
						  =========     =========
   Accrued interest converted
     to equity                                    $  14,147     $   --
						  =========     =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
United Paramount Network
Notes to Financial Statements
For the Years Ended December 31, 1996 and 1995

Note 1 - Organization

In July 1994, BHC Network Partner, Inc. ("Network Partner"), a wholly owned
subsidiary of Chris-Craft Industries, Inc.'s majority owned subsidiary, BHC
Communications, Inc. ("BHC"), along with PCI Network Partner, Inc. ("PCI/NP"),
a wholly owned indirect subsidiary of Viacom Inc.'s Paramount Television
Group, formed the United Paramount Network ("UPN" or the "Network"), a broad-
cast television network.

UPN was organized as a partnership in December 1994 between Network Partner
and BHC Network Partner II, Inc. ("Network Partner II"), a wholly owned
indirect subsidiary of BHC.  BHC Network Partner III, Inc. ("Network Partner
III"), a wholly owned indirect subsidiary of BHC, became a partner in 1996.
PCI/NP had an option to acquire an interest in UPN equal to that of Network
Partner, Network Partner II, and Network Partner III (collectively referred
to as the "Partners").   The option price included approximately one-half of
the Partners' aggregate cash contributions to UPN through the exercise date,
plus interest, and additional cash available for ongoing UPN expenditures
(see Note 7).

UPN began providing programming for broadcast in January 1995.  At December
31, 1996 and 1995, the Network had 164 affiliates reaching over 92% and 150
affiliates reaching over 90% of U.S. television households, respectively.
The Network's revenues are derived entirely from providing television program-
ming and are, therefore, subject to fluctuations in the advertising industry.

Operating costs of the Network have been funded through capital contributions
and loans made by the Partners and the sale of advertising.  Profits or losses
are allocated between the Partners in accordance with the partnership agree-
ment.  During the years ended December 31, 1996 and 1995, UPN incurred
operating losses of $143,368,000 and $128,740,000 and negative cash flows
from operations of $144,837,000 and $129,058,000, respectively.  UPN is still
in its early development and the cost of developing and expanding its program-
ming is expected to remain significant for several years.  The Partners
intend to continue funding UPN as UPN incurs obligations arising through the
normal course of its business.


Note 2 - Accounting Policies

Financial Instruments

Restricted cash consists of cash and marketable securities having maturities
at time of purchase not exceeding one year, all of which are U.S. government
securities.  In accordance with Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities,"
marketable securities have been classified as held-to-maturity.  The fair
value of restricted cash approximates its amortized cost, reflecting the
short maturities.  Restricted cash has been placed in an account as a security
deposit, is not available for current operations of the Network and, there-
fore, has been classified as non-current in the accompanying balance sheets.

<PAGE>

NOTE 2 (continued)

Property and Equipment

Property and equipment is recorded at cost.  Depreciation of furniture,
fixtures and computer equipment is computed on the straight-line method over
the estimated useful lives of the assets which range from three to five years.
Amortization of leasehold improvements is computed on a straight-line basis
over the life of the lease.

Program Rights and Development Costs

Costs for program production are capitalized as incurred.  Other Network
programming rights and related liabilities are recorded at the contractual
amounts when the programming becomes available for telecasting.  Capitalized
program costs are amortized over the estimated number of showings, using
accelerated methods based on management's estimate of the flow of revenues.
The estimated costs of recorded program rights to be charged to income within
one year are included in current assets; payments on such program rights due
within one year are included in current liabilities.

Costs incurred for the development of programs are capitalized and included
in the accompanying balance sheets, net of reserves established for projects
which may be terminated prior to being placed into production.

Revenue Recognition

The Network sells advertising time for broadcast on UPN programs through
Premier Advertising Sales ("Premier") a wholly owned subsidiary of Paramount
Communications, Inc., which is a subsidiary of Viacom Inc. (Note 1). Revenues
are recognized substantially as advertisements are aired, at contractual rates
as reported to UPN by Premier.  With respect to certain of its programming,
UPN derives no revenue and incurs no programming expense.

Use of Estimates in Preparation of Financial Statements

Preparation of financial statements in accordance with generally accepted
accounting principles requires the use of management estimates.

Income Taxes

As a general partnership, the Network's losses are allocated to, and reported
by, the individual Partners.  Therefore, no income tax benefit is included in
the accompanying financial statements.

Reclassifications

Certain amounts for 1995 have been reclassified to conform to the 1996
presentation.

<PAGE>
NOTE 3 - Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following:

(in thousands)
					  December 31,
					  1996    1995
Accrued advertising costs              $16,930  $ 6,215
Accrued compensation                     3,453    2,388
Accrued sales commissions                1,807    1,395
Other accrued expenses                   3,114    1,846
				       -------  -------
				       $25,304  $11,844
				       =======  =======
NOTE 4 - Investment in Joint Venture

In January 1995, UPN entered into a joint venture (the "Venture") with Saban
Entertainment for the purpose of developing, producing and distributing
children's television programming.  Under terms of the Venture agreement, UPN
funds certain programming costs in return for certain distribution rights to
such programming and a share of aggregate revenue.  UPN accounts for its
interest in the Venture using the equity method.


NOTE 5 - Due to Related Party

During 1996 and 1995, the Partners made loans to UPN totalling $125,580,000
and $109,935,000, respectively.  The related party balance as of December 31,
1995 of $109,941,000 includes accrued interest.  The loans bore interest at
the prime rate (8.25% and 8.50% at December 30, 1996 and December 31, 1995,
respectively), payable annually.  On December 30, 1996, all loans and accrued
interest of $14,153,000 were converted to partnership equity.


NOTE 6 - Commitments and Contingencies

The aggregate amount payable by UPN under contracts for programming not
currently available for telecasting and, accordingly, not included in accrued
program costs in the accompanying balance sheets totalled approximately
$71,000,000 and $62,000,000 at December 31, 1996 and 1995, respectively.

During 1995, UPN entered into a five year lease obligation for its office
space.  The lease is noncancellable for three years and calls for certain
penalty payments upon cancellation thereafter.  Rental expense was $562,000
and $427,000 for the years ended December 31, 1996 and 1995, respectively.
Aggregate future minimum lease payments at December 31, 1996 are $2,768,000,
with amounts of $755,000 due in each of the years 1997 through 1999 and
$503,000 due in 2000.  Additionally, as required by the lease agreement, UPN
obtained an irrevocable letter of credit in the amount of $1,220,000 on behalf
of the lessor.  The obligation under the letter of credit is required to be
reduced annually over the lease term.
<PAGE>

NOTE 7 - Subsequent Events

On January 15, 1997, PCI/NP completed its exercise of its option in accordance
with the terms of the option agreement (Note 1) and became an equal partner
with BHC in UPN.  The net result of the exercise was an increase of approxi-
mately $77 million of additional capital contributed to UPN by both the
Partners and PCI/NP.  Certain of the amounts contributed by PCI/NP were
distributed to the Partners in accordance with the option agreement.

<PAGE>



<PAGE>
                              EXHIBIT INDEX

Incorporated by                Exhibit
Reference to:                    No.                Exhibit
---------------                -------              --------

Exhibit 3(a) [1]                 3.1            Restated Certificate
                                                of Incorporation

Exhibit 3(b) [1]                 3.2            Restated By-laws

Exhibit 10(c) [1]               10.1            Management Agreement
                                                between registrant
                                                and Chris-Craft
                                                dated July 21, 1989

Exhibit 19 [4]                  10.2            Amendment No. 1
                                                thereto dated
                                                October 31, 1991

Exhibit 10(H)(2) [5]            10.3            Amendment No. 2
                                                thereto dated March
                                                24, 1994

Exhibit 10(E) [2]               10.4            Form of Agreement
                                                under Chris-Craft's
                                                Executive Deferred
                                                Income Plan

Exhibit 10(B) [5]               10.5            Employment Agreement
                                                dated January 1,
                                                1994 between Chris-
                                                Craft and Herbert J.
                                                Siegel

Exhibit 10(C) [5]               10.6            Split-Dollar
                                                Agreement dated
                                                January 6, 1994
                                                between registrant
                                                and William D.
                                                Siegel

Exhibit 10(D) [5]               10.7            Split-Dollar
                                                Agreement dated
                                                January 6, 1994
                                                between registrant
                                                and John C. Siegel

Exhibit 10(F) [5]               10.8            Employment Agreement
                                                dated January 1,
                                                1994 between Chris-
                                                Craft and Evan C
                                                Thompson

Exhibit 11(H) [3]               10.9            Chris-Craft's
Exhibit 10(B)(1) [6]                            Benefit
Exhibit 10.3 [8]                                Equalization Plan,
                                                as amended

Exhibit 10.10[7]               10.10            Option Agreement
                                                dated July 19, 1994
                                                between BHC Network
                                                Partner, Inc. and
                                                PCI Network Partner,
                                                Inc.
<PAGE>
      *                        13               Portions of the
                                                Annual Report
                                                incorporated by
                                                reference

      *                        21               Subsidiaries of
                                                registrant

      *                        27               Financial Data
                                                Schedule

_______________________

 *        Filed herewith.

[1]       Registrant's Registration Statement on Form S-1 (Regis. No. 33-
          31091).

[2]       Chris-Craft's Annual Report on Form 10-K for the year ended
          August 31, 1983 (File No. 1-2999).

[3]       Chris-Craft's Registration Statement on Form S-1 (Regis. No. 2-
          65906).

[4]       Registrant's Quarterly Report on Form 10-Q for the quarterly
          period ended September 30, 1991.

[5]       Chris-Craft's Annual Report on Form 10-K for the year ended
          December 31, 1993.

[6]       Chris-Craft's Annual Report on Form 10-K for the year ended
          December 31, 1989.

[7]       Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1994.

[8]       Chris-Craft's Annual Report on Form 10-K for the year ended
          December 31, 1994.