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

                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(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, 1999

                                       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]

<PAGE> 2

         The aggregate market value of the voting stock held by non-affiliates
of the registrant, as of February 29, 2000, was approximately $718,000,000.

         As of February 29, 2000, there were 4,511,605 shares of the
registrant's Class A Common Stock and 18,000,000 shares of the registrant's
Class B Common Stock outstanding.


                       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, 1999
     (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
     2000 Annual Meeting (the "Proxy
     Statement") that are specifically
     identified herein as incorporated by
     reference into this Form 10-K.

<PAGE> 3

                                     PART I

ITEM 1.  BUSINESS.

                                     GENERAL

     BHC Communications, Inc. ("BHC"), the majority owned (80% at February 29,
2000) 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
subsidiaries, Chris-Craft Television, Inc. ("CCTV") and Pinelands, Inc.
("Pinelands"), and its majority owned (58% at February 29, 2000) subsidiary,
United Television, Inc. ("UTV").

         At February 29, 2000, BHC, solely through subsidiaries, had 1,135
full-time employees and 134 part-time employees.


TELEVISION BROADCASTING

         BHC operates six very high frequency ("VHF") television stations and
four 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 affiliated with one of
the three major national networks (ABC, NBC and CBS); three more recently
established national networks (Fox Broadcasting Company ("Fox"), United
Paramount Network ("UPN"), and The WB Network ("WB")), which provide
substantially fewer hours of programming; or may be independent.

         On March 20, 2000, BHC elected to sell its 50% interest in UPN for
$5,000,000 to Viacom, Inc., UPN's other 50% owner, under the "buy-sell"
provisions of the UPN Joint Venture Agreement, which Viacom had triggered. On
March 16, 2000, a New York Supreme Court upheld Viacom's exercise of the
buy-sell in a lawsuit brought by BHC that sought to enjoin the Viacom-CBS merger
as a violation of the non-compete provision of the Joint Venture Agreement. The
sale is expected to close by March 31, 2000.

         As a result of the sale, BHC will have no further ownership interest in
the network or obligation to fund UPN's operations. BHC's eight television
stations that are currently affiliated with UPN will remain affiliates after the
sale. BHC expects to record a loss of approximately $10,000,000 in connection
with the sale, to be reflected in results of operations for the three months
ended March 31, 2000.

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

<PAGE> 4

                                                      Total
                                                   Commercial
              Network Af-    DMA TV                 Stations          DMA
Station and   filiation/     House-       DMA     Operating in     Cable TV
Location(1)   Channel        holds(2)    Rank(2)    Market(3)    Penetration(4)
-----------   -----------  ----------   --------  ------------   --------------
WWOR(5)        UPN 9        6,874,990      1st       6VHF               74%
  Secaucus                                          14UHF

KCOP           UPN 13       5,234,690      2nd       7VHF               65%
  Los Angeles                                       10UHF

KPTV           UPN 12       1,004,140     23rd       4VHF               62%
  Portland                                           2UHF


KMSP           UPN 9        1,481,050     14th       4 VHF              54%
  Minne-                                             3 UHF
  apolis/
  St. Paul

KTVX           ABC 4          720,860     36th       4 VHF              53%
  Salt                                               2 UHF
  Lake City

KMOL           NBC 4          684,730     37th       3 VHF              66%
  San                                                3 UHF
  Antonio

KBHK           UPN 44       2,423,120      5th       4 VHF              72%
  San                                               10 UHF
  Francisco

KUTP           UPN 45       1,390,750     17th       4 VHF              59%
  Phoenix                                            4 UHF

WRBW           UPN 65       1,101,920     22nd       3 VHF              76%
  Orlando                                            9 UHF

WUTB           UPN 24         999,200     24th       3 VHF              68%
  Baltimore                                          3 UHF

------------

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

    (2) 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.

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

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

   (5)  WWOR UPN 9 broadcasts across a tri-state area including the entire
New York City metropolitan area.

<PAGE> 5

         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 210 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 television
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 stations, 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 station, 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.


         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 available
to its stations, and desiring to participate in potential profits through
national syndication of programming, BHC invests directly in the development of
original programming. The aggregate amount invested in original programming
through December 31, 1999 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.

<PAGE> 6

         Programs obtained from independent sources consist principally of
syndicated television shows, many of which have been shown previously on a major
network, and syndicated feature films, which were either made for network
television or have been exhibited previously in motion picture theaters (most of
which films have been shown previously on network or cable television).
Syndicated 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
syndication 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 advertising
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, therefore, with less
inventory.

         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 television stations and broadcasting networks for sales of air
time. BHC believes that the effect of barter on its television stations is not
significantly different from its impact on the industry as a whole.

         BHC television stations are frequently required to make substantial
financial commitments to obtain syndicated programming while such programming is
still being broadcast by another network and before it is available for
broadcast by BHC stations, or even before it has been produced. Generally,
syndication 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
programming 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
unamortized film contract rights for programming available for telecasting and
deposits on film contracts for programming not available for telecasting
aggregating $151,369,000 as of December 31, 1999. The stations were committed
for film and sports rights contracts aggregating $278,000,000 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 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 7 of Notes to Consolidated Financial Statements.

         KTVX and KMOL are primary affiliates of their respective networks. Most
networks have begun to enter into affiliation agreements for terms as long as
ten years. UTV has entered into 10-year affiliation agreements for KTVX and
KMOL. Current FCC rules do not limit the duration of affiliation agreements.

         An affiliation agreement gives the affiliate the right to broadcast all
programs transmitted by the network. Network 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. 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.

         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 may give the
network the right to offer that program to another station in the area.

<PAGE> 7

         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.


         Sources of Revenue

         The principal source of revenues for BHC stations is the sale of
advertising time to national and local advertisers. Such time sales are
represented by spot announcements purchased to run between programs and program
segments and by program sponsorship. Most advertising contracts are short-term.
The relative contributions of national and local advertising to BHC's gross cash
advertising revenues vary from time to time.

         BHC's television business is seasonal, like that of the television
broadcasting business generally. In terms of revenues, generally the fourth
quarter is strongest, followed 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. UTV has established a national sales
representative organization, United Television Sales, Inc. ("UTS"), which
represents nine of the ten BHC stations.

         Practices with respect to the 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 determine 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 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. Prior to 1998, television licenses generally were issued for
five-year terms, but such licenses and their renewals are now normally issued
for 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 February 11, 2000 and is
due to expire on April 1, 2006. KTVX's license renewal was granted on October 9,
1998 and is due to expire on October 1, 2006. KUTP UPN 45's license renewal was
granted on April 20, 1999 and is due to expire on October 1, 2006. KCOP UPN 13's
license renewal was granted on January 8, 1999 and is due to expire on December
1, 2006. KBHK UPN 44's license renewal was granted on January 8, 1999 and is due
to expire on December 1, 2006. KPTV UPN 12's license renewal was granted on
January 28, 1999 and is due to expire on February 1, 2006. KMOL's license
renewal was granted on November 12, 1998 and is due to expire on August 1, 2006.
WWOR UPN 9's license renewal was granted on July 7, 1999 and is due to expire on
June 1, 2007. WUTB UPN 24's license was assigned to UTV of

<PAGE> 8

Baltimore, Inc., a subsidiary of UTV, on January 20, 1998 and is due to expire
on October 1, 2001. WRBW UPN 65's license was assigned to UTV of Orlando, Inc.,
a subsidiary of UTV, on July 7, 1999 and is due to expire on February 1, 2005.

         On August 5, 1999, the FCC adopted changes in several of its broadcast
ownership rules (collectively, the "FCC Ownership Rules"). These rule changes
became effective on November 16, 1999; however, several petitions have been
filed with the FCC seeking reconsideration of the new rules, so the rules may
change.

         Among other changes, the FCC relaxed its "television duopoly" rule,
which barred any entity from having an attributable interest in more than one
television station with overlapping service areas. Under the new rules, one
entity may have attributable interests in two television stations in the same
DMA, provided that (1) one of the two stations is not among the top four in
audience share, and (2) at least eight independently owned and operated
commercial and noncommercial television stations will remain in the DMA, if the
proposed transaction is consummated. The new rules also permit common ownership
of television stations in the same DMA, if one of the stations to be commonly
owned has failed, is failing or is unbuilt, or if extraordinary public interest
factors are present. To transfer ownership in two commonly owned television
stations in the same DMA, it will be necessary to again demonstrate compliance
with the new rules. Lastly, the new rules authorize the common ownership of
television stations with overlapping signal contours as long as the stations to
be commonly owned are located in different DMAs.

         Similarly, the FCC relaxed its "one-to-a-market" rule, which restricts
the common ownership of television and radio stations in the same market. One
entity now may own up to two television stations and six radio stations or one
television station and seven radio stations in the same market, provided that
(1) 20 independent media voices (including certain newspapers and a single cable
system) will remain in the relevant market following consummation of the
proposed transaction, and (2) the proposed combination is consistent with the
television duopoly and local radio ownership rules. If fewer than 20 but more
than 9 independent voices will remain in a market following a proposed
transaction, and the proposed combination is otherwise consistent with the FCC's
rules, a single entity may have attributable interests in up to two television
stations and four radio stations. If these various "independent voices" tests
are not met, a party generally may have an attributable interest in no more than
one television station and one radio station in a market.

         The FCC made other changes to its rules that determine what constitutes
an "attributable interest" in applying the FCC Ownership Rules. Under the new
rules, a party will be deemed to have an attributable interest in a television
or radio station, cable system, or daily newspaper that triggers the FCC's
cross-ownership restrictions, if (1) it is a non-passive investor, and it owns
5% or more of the voting stock in the media outlet or its controlling parent;
(2) it is a passive investor (i.e., bank trust department, insurance company or
mutual fund) and it owns 20% or more of the voting stock; or (3) its interests
(which may be in the form of debt or equity (even if non-voting), or both)
exceeds 33% of the total asset value of the media outlet, and it either (i)
supplies at least 15% of a station's weekly broadcast hours or (ii) has an
attributable interest in another media outlet in the same market.

         The FCC also declared that local marketing agreements, or "LMAs", now
will be attributable interests for purposes of the FCC Ownership Rules. The FCC
will grandfather LMAs that were in effect prior to November 5, 1996, until it
has completed the review of its attribution regulations in 2004. Parties may
seek the permanent grandfathering of such an LMA, on a non-transferable basis,
by demonstrating that the LMA is in the public interest and that it otherwise
complies with FCC Ownership Rules.

         Finally, the FCC eliminated its "cross interest" policy, which had
prohibited common ownership of a cognizable interest in one media outlet and a
"meaningful" non-cognizable interest in another media outlet serving essentially
the same market.

         It is difficult to assess how these changes in the FCC ownership
restrictions will affect BHC's broadcast business.

         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,

<PAGE> 9

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 households 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 BHC's four UHF stations, the 10 BHC stations are deemed to
reach approximately 19% of the nation's television households. The FCC is
considering whether to eliminate the 50% attribution reduction under this rule
for UHF stations.

         FCC regulations also prohibit common ownership or control between two
of ABC, NBC, CBS, and Fox, or any one of those four networks and, under current
interpretation, either UPN or WB. The FCC is considering whether to modify or
eliminate this rule.

         The Telecom Act directed 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 authorized the FCC to establish an
advisory committee to recommend a system for rating video programming that
contains sexual, violent, or other indecent material about 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. On March 12,
1998, the FCC voted to accept an industry proposal providing for a voluntary
ratings system of "TV Parental Guidelines" under which all video programming
will be designated in one of six categories to permit the electronic blocking of
selected video programming. The FCC has begun a separate proceeding to address
technical issues related to the "V-Chip." The FCC has directed that all
television receiver models with picture screens 13 inches or greater be equipped
with "V-Chip" technology under a phased implementation beginning on July 1,
1999. BHC cannot predict how changes in the implementation of the ratings system
and "V-Chip" technology will affect BHC's business.

         The FCC recently adopted regulations requiring increased
closed-captioning of video programming. Subject to various exemptions,
television stations will be required to begin broadcasting specified amounts or
a specified percentage of new programs with closed captioning in the year 2000
and specified percentages of pre-rule programming commencing in 2008.

         FCC regulations prohibit the holder of an attributable interest in a
television station from having an attributable interest in a cable television
system located within the predicted coverage area of that station. FCC
regulations 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
broadcaster 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 June 1997, the U.S. Supreme Court upheld the
constitutionality of the must-carry provisions.

         The FCC has taken a number of steps to implement digital television
service ("DTV") (including high definition) in the United States. In December
1996, the FCC adopted a DTV broadcast standard. On February 17, 1998, the FCC
affirmed an amended table of digital channel allotments and rules for the
implementation of DTV, initially adopted in 1997. The digital table of
allotments provides each existing television station licensee or permittee with
a second broadcast channel to be used during the transition to DTV, conditioned
upon the surrender of one of the channels at the end of the DTV transition
period. The DTV channels assigned to BHC television stations are as follows:
KCOP, channel 66; KBHK, channel 45; KMSP, channel 26; WWOR, channel 38; KPTV,
channel 30; KMOL, channel 58; KTVX, channel 40; KUTP, channel 26; WUTB, channel
41; and WRBW, channel 41. Implementation of DTV is expected to improve the
technical quality of television. Furthermore, the implementing rules permit
broadcasters to use their assigned digital spectrum flexibly to provide either
standard or

<PAGE> 10

high-definition video signals and additional services, including,
for example, data transfer, subscription video, interactive materials, and audio
signals, as long as they continue to provide at least one free, over-the-air
television service. However, the digital table of allotments was devised on the
basis of certain technical assumptions that have not been subjected to extensive
field testing and that, along with specific digital channel assignments, may be
subjected to further administrative and judicial review. Conversion to DTV may
reduce the geographic reach of the BHC television stations or result in
increased interference, with, in either case, a corresponding loss of population
coverage. DTV implementation will impose additional costs on BHC television
stations, primarily due to the capital costs associated with construction of DTV
facilities, and increased operating costs, both during and after the transition
period. In addition, the Telecommunications Act requires the FCC to assess and
collect a fee for any use of a broadcaster's DTV channel for which it receives
subscription fees or other compensation other than advertising revenue. The FCC
has set a target date of 2006 for expiration of the transition period, subject
to biennial reviews to evaluate the progress of DTV, including the rate of
consumer acceptance. The FCC is also conducting a rule making proceeding to
determine whether and the extent to which cable television systems should be
obligated to carry the signals of broadcast DTV stations.

         Some of BHC's television stations began broadcasting on their DTV
channels, in addition to their analog broadcasts, in 1999. BHC has filed
applications with the FCC for permits to construct DTV facilities for each of
its other stations, except WRBW, for which an extension of time has been
granted. Future capital expenditures by BHC will be compatible with the new
technology whenever possible.

         The FCC is conducting a rulemaking proceeding to consider relaxing or
eliminating 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 relaxing its rule prohibiting network affiliated stations from
preventing other stations from broadcasting the programming of their network.
BHC is unable to predict the outcome of these proceedings.

         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
television 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 UTV to be below the applicable limit.

         On January 20, 2000, the FCC approved new equal employment opportunity
and outreach requirements that will apply to all broadcast licensees (and cable
operators). Although the FCC has not yet released the text of these rules, the
key elements are: (1) licensees will be required to implement a minority
outreach program; (2) licensees with five or more full-time employees must place
a report regarding their outreach efforts in their public inspection file
annually, and, if they have more than 10 full-time employees, they must submit
the last four years of these reports to the FCC at the halfway point and
endpoint of their license terms, which will be subject to FCC review; (3)
licensees with five or more full-time employees also must file with the FCC a
"Statement of Compliance" with regard to their outreach efforts every two years;
and (4) licensees with five or more full-time employees also must file annual
employment reports, of the sort filed prior to 1998, which the FCC will use only
to monitor minority employment.

         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 $35,025 per station.

<PAGE> 11

         The foregoing does not purport to be a complete summary of all the
provisions of the Communications Act or regulations and policies of the FCC
thereunder. 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
Commission, 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
relation 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 programs
achieve higher ratings than other programs.

         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, three other VHF stations, and one UHF station
generally attract a larger viewing audience than does KCOP UPN 13, and KCOP UPN
13 generally attracts a viewing audience larger than the other nine 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 an audience equal to one and larger than the other of the 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, has a viewing audience the same size as
the Fox UHF affiliate, and has a larger viewing audience than the other two
stations, both of which are UHF stations. In Salt Lake City, KTVX generally
ranks second 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. WRBW UPN 65 generally ranks sixth in terms of
audience share, of the twelve commercial stations in the Orlando market. In
Baltimore, WUTB UPN 24 generally ranks sixth of the six commercial stations in
terms of audience share.

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

         Cable television is 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.

<PAGE> 12

         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. As of June 1999, there
were approximately 60,000 subscribers to OVS systems.

         "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 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.
The emergence of home satellite dish antennas has made it possible for
individuals to receive a host of video programming options via satellite
transmission. Four direct to home satellite systems ("DTH") currently provide
service. The number of subscribers to DTH services increased substantially
during the past five years, to approximately 13.1 million, as of December 1999.

         On November 29, 1999, the President signed the Satellite Home Viewer
Improvement Act ("SHVIA"). Among other things, SHVIA provides for a statutory
copyright license to enable satellite carriers to retransmit local television
broadcast stations' programming into the stations' respective local markets.
After May 27, 2000, satellite carriers will be prohibited from delivering a
local signal into their local markets - so called "local-into-local" service -
without the consent or must-carry election of such stations, but stations will
be obligated to engage in good faith retransmission consent negotiations with
the carriers. SHVIA does not require satellite carriers to, but provides that
carriers that choose to do so must, comply with certain mandatory signal
carriage requirements by a date certain, as defined by the Act, or as-yet to be
drafted FCC regulations. Further, the Act authorizes satellite carriers to
continue to provide certain network signals to unserved households, as defined
in SHVIA and FCC rules, except that carriers may not provide more than two
same-network stations to a household in a single day. Also, households that do
not receive a signal of Grade A intensity from any of a particular network's
affiliates may continue to receive distant station signals for that network
until December 31, 2004, under certain conditions. The FCC has initiated several
rule making proceedings, as required by SHVIA, to implement certain aspects of
the Act, such as standards for good faith retransmission consent negotiations,
must-carry procedures, exclusivity protection for local stations against certain
distant signals, and enforcement.

         An additional challenge is now posed by wireless cable systems,
including multichannel distribution services ("MDS"). 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. At the end of 1999, wireless cable systems
served about 1.5 million subscribers.

         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 compression 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.

<PAGE> 13

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.

         Physical facilities consisting of offices and studio facilities are
owned by UTV in Minneapolis, San Antonio and Phoenix and are leased in
Baltimore, Orlando, Salt Lake City and San Francisco. The Baltimore lease
expires in April 2005 and is renewable, at increased rental, for two five-year
periods. The Orlando lease expires in March 2004. The Salt Lake City lease
expired in August 1999, but has been extended on a month-to-month basis through
April 2000. UTV has acquired a 6.03 acre site in Salt Lake City, on which UTV is
completing construction of a new, approximately 48,000 square foot, studio
facility. The San Francisco lease expires in 2007. UTV also occupies leased
facilities in various cities throughout the country.

         The Minneapolis facility includes approximately 49,700 square feet of
space on a 5.63-acre site. The current Salt Lake City facility is approximately
30,400 square feet on a 2.53-acre site. The San Antonio facility is
approximately 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. The Orlando
facility is approximately 8,750 square feet and is located at Universal Studios
in Orlando. The Baltimore facility is approximately 11,700 square feet and is
located in an office park in a suburb of Baltimore. 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 July 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 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.

         WRBW's transmitter facilities are located on a site near Orlando. The
building containing the transmitter and the tower on which the antenna is
mounted are shared with another television station as well as several FM radio
stations. The lease for the tower and building expires in September 2001, and is
renewable for two five-year periods.

<PAGE> 14

         WUTB's transmitter facilities are located on a site near Baltimore. The
building containing the transmitter and the tower on which the antenna is
mounted, are shared with another television station. The lease for the tower and
building expires in December 2004 and is renewable for a five-year period.

         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.


EXECUTIVE OFFICERS OF THE REGISTRANT.

         The executive officers of BHC, as of February 29, 2000, are as follows:

                        POSITIONS WITH BHC;                 HAS SERVED
                        PRINCIPAL OCCUPATION;               AS OFFICER
     NAME               AND AGE AS OF FEBRUARY 29, 2000     SINCE
     ----               -------------------------------     ----------

 Herbert J. Siegel      Chairman of the Board; Chairman        1977
                        of the Board and
                        President, Chris-Craft; 71

 William D. Siegel      President; Executive Vice              1981
                        President, Chris-Craft; 45

 Joelen K. Merkel       Senior Vice President and              1980
                        Treasurer; Senior Vice
                        President and Treasurer,
                        Chris-Craft; 48

 Brian C. Kelly         Senior Vice President and General      1992
                        Counsel and Secretary; Senior
                        Vice President and General Counsel
                        and Secretary, Chris-Craft; 48

         Chris-Craft, through its majority ownership of BHC, is principally
engaged in television broadcasting.

         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 58, is Executive Vice President of Chris-Craft.
Although not an officer of BHC, as President of UTV and Chris-Craft's Television
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.

<PAGE> 15

                                    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 ("MD&A") is incorporated herein by this reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The information appearing in the MD&A under the caption QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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.

<PAGE> 16

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information appearing in the Proxy Statement under the captions
ELECTION OF DIRECTORS -- Nominees of the Board of Directors and ELECTION OF
DIRECTORS -- Section 16(a) Beneficial Ownership Compliance 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.


<PAGE> 17


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 or arrangements listed below:

             * Chris-Craft's Benefit Equalization Plan o
               Employment Agreement dated January 1, 1994 between Herbert J.
               Siegel and Chris-Craft.

             * Employment Agreement dated January 1, 1994 between Evan C
               Thompson and Chris-Craft, as amended September 28, 1999.

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


<PAGE> 18


                                   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 29, 2000

                                            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 29, 2000
-------------------------------------------
Herbert J. Siegel
Chairman and Director
   (principal executive officer)

WILLIAM D. SIEGEL                                                March 29, 2000
-------------------------------------------
William D. Siegel
President and Director
   (principal financial officer)

JOELEN K. MERKEL                                                 March 29, 2000
-------------------------------------------
Joelen K. Merkel
Senior Vice President, Treasurer and
   Director (principal accounting
   officer)

JOHN L. EASTMAN                                                  March 29, 2000
-------------------------------------------
John L. Eastman
     Director

BARRY S. GREENE                                                  March 29, 2000
-------------------------------------------
Barry S. Greene
     Director

LAURENCE M. KASHDIN                                              March 29, 2000
-------------------------------------------
Laurence M. Kashdin
     Director

<PAGE> 19

MORGAN L. MILLER                                                 March 29, 2000
-------------------------------------------
Morgan L. Miller
Director

JOHN C. SIEGEL                                                   March 29, 2000
-------------------------------------------
John C. Siegel
Director

<PAGE> 20


                    BHC COMMUNICATIONS, INC. AND SUBSIDIARIES

            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES


CONSOLIDATED FINANCIAL STATEMENTS:

         Report of Independent Accountants

         Consolidated Balance Sheets - December 31, 1999 and 1998

         Consolidated Statements of Income - For the Years Ended December 31,
         1999, 1998 and 1997

         Consolidated Statements of Cash Flows - For the Years Ended December
         31, 1999, 1998 and 1997

         Consolidated Statements of Shareholders' Investment - For the Years
         Ended December 31, 1999, 1998 and 1997

         Notes to Consolidated Financial Statements

SCHEDULES:

         UPN Financial Statements --

                  Report of Independent Accountants

                  Balance Sheets - December 31, 1999 and 1998

                  Statements of Operations - For the Years
                     Ended December 31, 1999, 1998 and 1997

                  Statements of Changes in Partners' Capital (Deficit) - For the
                     Years Ended December 31, 1999, 1998 and 1997

                  Statements of Cash Flows - For the Years Ended December 31,
                     1999, 1998 and 1997

                  Notes to Financial Statements

<PAGE>

United Paramount Network
(a partnership between BHC Network Partner, Inc.,
BHC Network Partner II, Inc., BHC Network Partner III, Inc.,
BHC Network Partner IV, PCI Network Partner Inc. and
PCI Network Partner II Inc.)
Report and Financial Statements
December 31, 1999, 1998 and 1997

               Report of Independent Accountants

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 ("UPN", a partnership
between BHC Network Partner, Inc., BHC Network Partner II, Inc., BHC
Network Partner III, Inc., BHC Network Partner IV, PCI Network Partner
Inc., and PCI Network Partner II Inc.) at December 31, 1999 and 1998,
and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.  These
financial statements are the responsibility of United Paramount
Network'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 auditing
standards generally accepted in the United States, 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.

As discussed in Note 2 to the financial statements, UPN changed its
method of accounting for start-up costs to comply with Statement of
Position 98-5, "Reporting on the Costs of Start-Up Activities".

The accompanying financial statements have been prepared assuming that
UPN will continue as a going concern.  As discussed in Note 7 to the
financial statements, on March 20, 2000 the partners of UPN entered
into a transaction which will result in UPN being owned by two of the
partners, which are under common ownership.  As a result of this
transaction, the resulting owner of UPN may be in violation of certain
Federal Communication Commission ("FCC") rules and may not be able to
operate UPN in its present form.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Century City, California

January 31, 2000 except as to Note 7, which is as of March 20, 2000

<PAGE>

United Paramount Network
Balance Sheets
December 31, 1999 and 1998
--------------------------------------------------------------------
(in thousands)
                                              1999        1998
                                        -----------    -----------
ASSETS

Current assets:
  Cash and cash equivalents             $     9,699    $    24,704
  Accounts receivable (net of allowance
   for doubtful accounts of $430 and
   $430, respectively)                       33,748         18,787
  Program rights and development costs
   (net of reserve for abandonment of
   $4,215 and $5,055, respectively)          37,080         46,893
  Other current assets                        5,004          2,550
                                        -----------    -----------
    Total current assets                     85,531         92,934
                                        -----------    -----------

Restricted investments                        3,769          5,340
Furniture, fixtures, computer
 equipment, at cost (net of
 accumulated depreciation of
 $2,194 and $1,454, respectively)             1,650          1,949
Intangible assets (net of accumulated
 amortization of $7,166 and $2,972,
 respectively)                                 -             4,194
Other assets                                 25,407         15,822
                                        -----------    -----------
                                        $   116,357    $   120,239
                                        ===========    ===========


LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Current liabilities:
  Accounts payable                      $    12,470    $    11,654
  Accrued program costs                      58,274         73,130
  Accrued expenses and other liabilities     25,971         34,224
                                        -----------    -----------
    Total current liabilities                96,715        119,008
                                        -----------    -----------

Commitments and contingencies (Note 6)

Partners' capital (deficit):
  BHC Network Partner                        (3,961)        (4,192)
  BHC Network Partner II                       -            (4,072)
  BHC Network Partner III                      -             8,879
  BHC Network Partner IV                     13,782           -
  PCI Network Partner                         7,857            492
  PCI Network Partner II                      1,964            124
                                        -----------    -----------
     Total partners' capital                 19,642          1,231
                                        -----------    -----------

                                        $   116,357    $   120,239
                                        ===========    ===========
<PAGE>

United Paramount Network
Statements of Operations
For the Years Ended December 31, 1999, 1998 and 1997
--------------------------------------------------------------------
(in thousands)

                                  1999          1998          1997
                              -----------   -----------   -----------
Net revenues                  $   134,127   $    96,401   $    89,997

Operating costs and expenses:
  Operating expenses              229,499       182,225       177,874
  Selling, general and
   administrative expenses         95,595        90,871        82,294
  Depreciation and
   amortization                       751         2,069         1,794
                              -----------   -----------   -----------
                                  325,845       275,165       261,962
                              -----------   -----------   -----------

Operating loss                   (191,718)     (178,764)     (171,965)
                              -----------   -----------   -----------
Other income (expense):
 Other expense                       (188)         -             -
 Interest and other income          1,412         1,571         1,736
 Net income on investment
   in joint venture                  -             -               32

                                    1,224         1,571         1,768
                              -----------   -----------   -----------

Loss before cumulative effect
 of change in accounting
 principle                       (190,494)     (177,193)     (170,197)

Cumulative effect of change
 in accounting principle           (4,194)         -             -
                              -----------   -----------   -----------
Net loss                      $  (194,688)  $  (177,193)  $  (170,197)
                              ===========   ===========   ===========
<PAGE>

<TABLE>
United Paramount Network
Statements of Changes in Partners' Capital
For the Years Ended December 31, 1999, 1998 and 1997
--------------------------------------------------------------------
(in thousands)
<CAPTION>

                              BHC         BHC           BHC          BHC          PCI          PCI
                            Network     Network       Network      Network      Network      Network
                            Partner    Partner II   Partner III  Partner IV     Partner    Partner II     Total
                          -----------  -----------  -----------  -----------  -----------  -----------   ---------
<S>                       <C>          <C>          <C>          <C>          <C>          <C>          <C>
Balance at
 December 31, 1996        $    (4,172) $    (3,703) $     9,269  $     -      $      -     $     -      $    1,394

  Exercise of options
   by PCI Partners               -            -            -           -          155,014       38,754     193,768

  Allocation of option
   exercise                     3,881       73,731       77,612        -         (124,178)     (31,046)       -

  Distribution to partners     (2,907)     (55,224)     (58,130)       -             -            -       (116,261)

  Capital contributions         1,205       22,888       24,092        -           36,268        9,067      93,520

  Allocation of 1997
   net loss                    (2,186)     (41,529)     (43,715)       -          (66,214)     (16,553)   (170,197)
                          -----------  -----------  -----------  -----------  -----------  -----------    ---------
Balance at
 December 31, 1997             (4,179)      (3,837)       9,128        -              890          222       2,224

  Capital contributions         2,202       41,848       44,050        -           70,480       17,620     176,200

  Allocation of 1998
   net loss                    (2,215)     (42,083)     (44,299)       -          (70,878)    (17,718)    (177,193)
                          -----------  -----------  -----------  -----------  -----------  -----------    ---------
Balance at
 December 31, 1998             (4,192)      (4,072)       8,879        -              492          124       1,231

  Capital contributions         2,664       40,114       42,225      21,547        85,240       21,309     213,099

  Transfer of interest           -           3,979       (8,978)      4,999          -            -           -

  Allocation of 1999
   net loss                    (2,433)     (40,021)     (42,126)    (12,764)      (77,875)     (19,469)   (194,688)
                          -----------  -----------  -----------  -----------  -----------  -----------    ---------
Balance at
 December 31, 1999        $    (3,961) $      -     $      -     $    13,782  $     7,857  $     1,964  $   19,642
                          ===========  ===========  ===========  ===========  ===========  ===========  ============
</TABLE>

<PAGE>

United Paramount Network

Notes to Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997
--------------------------------------------------------------------
(in thousands)
                                   1999         1998         1997
                                ----------   ----------   ----------
Cash flows from operating activities:
  Net loss                      $ (194,688)  $ (177,193)  $ (170,197)
  Adjustments to reconcile
   net loss to net cash
   used in operating
   activities:
    Amortization of program
     costs                         221,866      177,771      169,771
    Payments for programming      (229,897)    (195,580)    (118,912)
    Depreciation and amortization      751        2,069        1,794
    Abandonment reserve               (840)      (2,666)       2,108
    Cumulative effect of change
     in accounting principle         4,194         -            -
    Changes in assets and
     liabilities:
      (Increase) decrease in
        accounts receivable     (14,961)      20,500      (14,230)
      Increase (decrease) in
        accounts payable,
        accrued expenses and
        other current
        liabilities                 (3,609)       1,468        8,470
      Increase in other assets      (5,737)      (3,329)     (12,110)
                                ----------   ----------   ----------
    Net cash used in
      operating activities        (222,921)    (176,960)    (133,306)
                                ----------   ----------   ----------

Cash flows from investing activities:
  Additions to property and
    equipment                         (454)      (1,565)        (467)
  Cash removed from (placed in)
    restricted account               1,571        3,415       (7,598)
  Loans to network affiliates       (6,300)        -            -
  Net investment in joint venture     -              (8)         304
                                ----------   ----------   ----------

    Net cash provided by (used in)
     investing activities           (5,183)       1,842       (7,761)
                                ----------   ----------   ----------
Cash flows from financing activities:
  Exercise of option by PCI
   Partners                           -            -         186,873
  Capital contributions            213,099      176,200       93,520
  Distributions to partners           -            -        (116,261)
                                ----------   ----------   ----------
     Net cash provided by
      financing activities         213,099      176,200      164,132
                                ----------   ----------   ----------
     Net increase (decrease)
      in cash and cash
      equivalents                  (15,005)       1,082       23,065

Cash and cash equivalents:
   Beginning of year                24,704       23,622          557
                                ----------   ----------   ----------
   End of year                  $    9,699   $   24,704   $   23,622
                                ==========   ==========   ==========

Supplemental schedule of non-cash items:
  Non-cash additions to
    program costs               $     -      $    9,822   $   51,748
                                ==========   ==========   ==========
  Start-up costs incurred
    by PCI Partners and
    contributed to the
    partnership                 $     -      $     -      $    6,895
                                ==========   ==========   ==========

<PAGE>

United Paramount Network

Notes to Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997
--------------------------------------------------------------------
1. Organization

In July 1994, BHC Network Partner, Inc. ("BHC/NP"), a then wholly
owned subsidiary of Chris-Craft Industries, Inc.'s ("Chris-Craft")
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 ("Viacom"),
formed the United Paramount Network ("UPN" or the "Network"), a
broadcast television network.

UPN was organized as a partnership in December 1994 between BHC/NP and
BHC Network Partner II, Inc. ("BHC/NP II"), a wholly owned indirect
subsidiary of BHC.  BHC Network Partner III, Inc. ("BHC/NP III"), a
wholly owned indirect subsidiary of BHC, became a partner in 1996.  On
December 30, 1996, all advances from related parties and related
accrued interest were converted to partnership equity.  PCI/NP had an
option to acquire an interest in UPN equal to that of BHC/NP, BHC/NP
II, and BHC/NP III (collectively referred to as the "BHC Partners").
The option price included approximately one-half of the BHC Partners'
aggregate cash contributions to UPN through the exercise date, plus
interest, and additional cash available for ongoing UPN expenditures.
On January 15, 1997, PCI/NP and PCI Network Partner II Inc., a wholly
owned indirect subsidiary of Viacom, (collectively referred to as the
"PCI Partners") completed the exercise of the option in accordance
with the terms of the option agreement and became equal partners with
BHC Partners in UPN.  In accordance with the option agreement, BHC
Partners received distributions amounting to approximately $116
million.  In November 1999, BHC/NP II and BHC/NP III transferred all
of their respective partnership interests to BHC Network Partner IV
("BHC/NP IV"), a wholly owned partnership.  (See also Note 7)

UPN began providing programming for broadcast in January 1995.  At
December 31, 1999, 1998 and 1997, the Network had 181 affiliates in
markets covering approximately 97%, 185 affiliates in markets covering
approximately 95%, and 187 affiliates in markets covering
approximately 97% of U.S. television households, respectively.  The
Network's revenues are derived primarily from providing television
programming 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 BHC Partners, including BHC/NP IV, and
PCI Partners (collectively known as "Partners") and the sale of
advertising.  Profits or losses are allocated between the Partners in
accordance with the partnership agreement.  UPN is still in its
development and the cost of developing and expanding its programming
is expected to remain significant for several years.

2.  Accounting Policies
Financial Instruments

Cash equivalents are securities having maturities at time of purchase
not exceeding three months.

Program Rights and Development Costs

Network programming rights and related liabilities are recorded at the
contractual amounts when the programming becomes available for
telecasting.  Program costs are recorded at the lower of cost or net
realizable value.  Capitalized program costs are amortized over the
estimated number of showings, using accelerated methods based on
management's estimate of the flow of revenues.

Management assesses the net realizable value of program rights on a
day-part basis.

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.

Restricted Investments

Restricted investments consist of cash and marketable securities
placed in an account as a security deposit and as collateral for a
loan to a third party.  The restricted investments are not available
for current operations of the Network and, therefore, have been
classified as non-current in the accompanying balance sheets.  In
accordance with Statement of Financial Accounting Standard No. 115,
"Accounting for Certain Investments in Debt and Equity Securities,"
marketable securities have been classified as held-to-maturity and are
therefore carried at amortized cost.

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.

Intangible Assets

Intangible assets represent primarily the costs incurred by PCI
Partners during the start-up phase of the Network and contributed to
the partnership as a result of the acquisition by PCI Partners of an
interest in the partnership (Note 1).  Also included in intangible
assets are costs associated with logo design and development.  The
assets have been amortized on a straight-line basis over five years.
In April 1998, the American Institute of Certified Public Accountants
Accounting Standards Executive Committee issued Statement of Position
("SOP") 98-5, "Reporting on the Costs of Start-Up Activities."  This
SOP requires costs of start-up activities and organization costs to be
expensed as incurred.  The Network adopted SOP 98-5 during the first
quarter of 1999 and wrote-off unamortized start-up costs of $4,194,000
as a cumulative change in accounting principle.

Other Assets

Other assets include primarily an investment in a joint venture with
Saban Entertainment, deferred network costs, and loans to network
affiliates.  The joint venture was entered into for the purpose of
developing, producing, and distributing children's television
programming.  Under terms of the joint venture agreement, UPN funded
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 joint venture using the equity method.  Network
costs are amortized over the same period as the related agreements.

Interest rates on loans to network affiliates are generally current
market rates.  Accordingly, the carrying value and fair value of the
loans approximate one another.

Long-Lived Assets

The carrying value of long-lived assets, primarily consisting of
investments, loans to affiliates, deferred network costs, and property
and equipment, is periodically reviewed by management.  The Network
reviews the carrying value of long-lived assets for impairment
whenever events or changes in circumstances indicate the carrying
value may not be recoverable.  Measurement of any impairment would
include a comparison of estimated future cash flows anticipated to be
generated during the remaining life of the long-lived asset to the net
carrying value of the long-lived asset.

Revenue Recognition

Revenues are recognized at contractual rates as advertisements are
aired.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could differ from
those 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.

Stock Appreciation Rights

Stock appreciation rights entitle an employee to receive, at a
specified future date or dates, the excess of the quoted market price
of a specified number of shares of a company's stock over the quoted
market price at the date of grant.  On February 16, 1999, the Network
granted stock appreciation rights in 30,000 shares of both Viacom and
Chris-Craft stock, at a grant price of $83.50 and $42.81,
respectively.  Due to a Viacom 2 for 1 stock split and a Chris-Craft
3% stock dividend, the adjusted granted appreciation rights in shares
of Viacom and Chris-Craft stock are 60,000 and 30,900, respectively,
and the adjusted grant prices are $41.75 and $41.57, respectively.
The stock appreciation rights vest equally over a three-year period.
The Network recognized $1,080,000 in compensation expense relating to
these stock appreciation rights during 1999.

3.  Other Assets

At December 31, 1999 and 1998, other assets are comprised of deferred
network costs of $15,912,000 and $12,966,000, respectively, loans to
network affiliates of $6,964,000 and $325,000, respectively, and
investment in joint venture of $2,531,000 and $2,531,000,
respectively.  The investment in joint venture is presented net of
reserves of $2,119,000 at December 31, 1999 and 1998.

Included in loans to network affiliates is a $6,000,000 note
receivable and $248,000 interest receivable from WOWL, UPN's affiliate
in Florence/Huntsville, Alabama.  The loan bears a rate of interest
equal to the greater of 8% or the prime rate.  WOWL is required to
begin making semi-annual payments to UPN on November 1, 2000 through
the maturity date of October 28, 2004 and is secured by the station's
assets.  WOWL's current ownership group includes UPN's parents.

4.  Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following:

(in thousands)

                                               December 31,
                                            1999           1998
                                          ---------    ---------

Accrued advertising and marketing costs   $  13,701    $  24,123
Accrued compensation                          7,561        5,135
Other accrued expenses                        4,709        4,966
                                          ---------    ---------
                                          $  25,971    $  34,224
                                          =========    =========

5.  Related Party Transactions

Prior to September 1997, advertising time was sold through Premier
Advertising Sales ("Premier") a wholly owned subsidiary of Paramount
Communications, Inc., which is a subsidiary of Viacom Inc. (Note 1).
Net revenues for sales made by Premier totaled $43,019,000 in 1997.
In September 1997, the Network established its own sales force which
sells advertising time for broadcast on UPN programs.

During the normal course of business, the Network enters into various
contracts to purchase programming from related parties.  In 1999 and
1998, additions to capitalized programming costs from related parties
totaled $115,073,000 and $120,335,000, respectively.

Prior to September 1997, with respect to certain of its programming
provided by Viacom, UPN derived no revenue and incurred no programming
expense.

During the normal course of business, various services are provided to
the Network by related parties.  In 1999 and 1998, payments for these
services totaled approximately $3,237,000 and $3,240,000,
respectively.

6.  Commitments and Contingencies

During 1995, UPN entered into a five-year lease obligation for its
office space with an option to extend for an additional period of five
years.  In 1999, UPN extended the lease for an additional three years.
The lease calls for certain penalty payments upon cancellation after
three years.  Rental expense was $729,000, $802,000 and $766,000 for
the years ended December 31, 1999, 1998 and 1997, respectively.

During 1998, UPN entered into a nine year and ten month lease
obligation for its New York office space with an option to extend for
an additional period of five years.  The lease is noncancelable for
six years and three months and calls for a cancellation fee if the
early cancellation clause is utilized.

Rental expense was $371,000 and $354,000 for the years ended December
31, 1999 and 1998, respectively.  Additionally, as required by the
lease agreement, UPN obtained an irrevocable letter of credit in the
amount of $1,200,000 on behalf of the lessor.

As of December 31, 1999, the future minimum rental payments under
operating leases are as follows:

                     2000     $     1,241,000
                     2001           1,380,000
                     2002           1,406,000
                     2003           1,028,000
                     2004             444,000
               Thereafter           1,469,000
                              ---------------
                    Total     $     6,968,000
                              ===============

During the normal course of business, the Network enters into
contracts for programming, which are not currently available for
telecasting.  The aggregate amounts of the payments required under
these agreements totaled approximately $112,310,000 and $87,083,000 at
December 31, 1999 and 1998, respectively.

During the normal course of business, the Network enters into various
affiliate agreements, which will require the Network to make future
promotional payments to its affiliate stations.  The aggregate amounts
of the payments required under these agreements totaled approximately
$22,823,000 and $30,838,000 at December 31, 1999 and 1998,
respectively.

During the normal course of business, the Network enters into various
co-op advertising agreements with its affiliate stations, which will
require the Network to make payments to these affiliates for its share
of future advertising costs.  The aggregate amounts of the payments
required under these agreements totaled approximately $2,657,000 and
$3,635,000 at December 31, 1999 and 1998, respectively.

The Network has contractual agreements with several key employees.  As
of December 31, 1999, estimated future payments relating to these
agreements are as follows:

                  2000     $     11,961,000
                  2001            6,179,000
                  2002            2,705,000
                  Thereafter          -
                           ----------------
                  Total    $     20,845,000
                           ================

In the normal course of business, the Network is at times subject to
pending and threatened legal actions. In management's opinion, any
liabilities or benefits resulting from these matters will not have a
material effect on the financial position or results of operations of
the Network.

7.  Subsequent Events

On September 7, 1999, Viacom announced its intent to merge with the
CBS Corporation.  The combined company would then own the CBS
television broadcast network as well as its interest in UPN via its
ownership of The Paramount Television Group.  The Viacom/CBS merger
awaits clearance from the Federal Communications Commission ("FCC").
Viacom's and CBS's shareholders have already voted to approve the
merger.

On February 3, 2000, Viacom initiated a buy-sell offer to BHC for $5.0
million, offering to either sell its 50% interest or to buy BHC's 50%
interest in UPN.  On March 20, 2000, BHC elected to sell its 50%
interest in UPN to Viacom per the terms of the "buy-sell" provision of
the UPN Joint Venture Agreement.  The sale is expected to close by
March 31, 2000.  As a result of the sale, BHC will have no further
ownership interest in the Network or obligations to fund UPN's
operations.

Under the current FCC "dual network rule" the major broadcast networks
(ABC, CBS, NBC, FOX) are prohibited from merging and/or acquiring
another network (including UPN and the WB).  Therefore, Viacom's
ownership of CBS and UPN will require that the FCC waive and/or modify
the existing rule.  If the FCC will not allow Viacom to own two
networks, the future of the Network is uncertain.  The financial
statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that might result should UPN
be unable to continue as a going concern.

<PAGE>
                                  EXHIBIT INDEX


INCORPORATED BY
REFERENCE TO:             EXHIBIT 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 Chris-Craft and
                                         William D. Siegel


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


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

Exhibit 10.9 [9]             10.9        Amendment thereto dated September
                                         28, 1999

Exhibit 11(H) [3]            10.10       Chris-Craft's Benefit Equalization
Exhibit 10(B)(1)[6]                      Plan, as amended
Exhibit 10.3 [8]


Exhibit 10.10[7]]            10.11       Option Agreement dated July 19, 1994
                                         between BHC Network Partner, Inc.
                                         and PCI Network Partner, Inc.


   *                         13          Portions of the Annual Report
                                         incorporated by reference


   *                         21          Subsidiaries of registrant


   *                         27          Financial Data Schedule

-------------------------
<PAGE>
   *      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.

 [9] Chris-Craft's Annual Report on Form 10-K for the year ended December 31,
     1999.