UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

(Mark One)

   [X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000

                                       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: 333-44177

                            BRILL MEDIA COMPANY, LLC
             (Exact name of registrant as specified in its charter)

                               Virginia 52-2071822
            (State of Formation) (I.R.S. Employer Identification No.)

                                 (812) 423-6200
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act: None

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.

__X__ YES    _____ NO


          STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
                        NON-AFFILIATES OF THE REGISTRANT

                                      None

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

<PAGE>


PORTIONS AMENDED

The Registrant  herewith files exhibits nos. 10.1 through 10.7 and hereby amends
the list of exhibits included in Item 14(a)(3), and in the exhibit index, of the
Registrant's Report on Form 10-K for the fiscal year ended February 29, 2000, to
reflect  such  exhibits.  Except as set forth in Item  14(a)(3)  and the exhibit
index and except for the exhibits filed  herewith,  no other changes are made to
the  Registrant's  Report on Form 10-K for the fiscal  year ended  February  29,
2000.

<PAGE>


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

(A)(3)

The following exhibits are furnished with this report:

--------------------------------------------------------------------------------
Exhibit
Number    Description of Exhibits
--------------------------------------------------------------------------------
10.1      Loan and Security Agreement by and among BMC Holdings, LLC, as
          Borrower, and Brill Media Company, LLC, Brill Media Management, Inc.,
          and BMC Holdings, Inc. as Loan Agreement Guarantors, and Foothill
          Capital Corporation, as Lender dated as of October 25, 1999
--------------------------------------------------------------------------------
10.2      Guarantee Inducement and Offset Agreement between BMC Holdings, LLC,
          as Borrower, and Foothill Capital Corporation, as Lender dated as of
          October 25, 1999
--------------------------------------------------------------------------------
10.3      Guarantee of OPCO Subsidiaries (as defined in the Loan and Security
          Agreement) between BMC Holdings, LLC, as Borrower, and Foothill
          Capital Corporation, as Lender dated as of October 25, 1999
--------------------------------------------------------------------------------
10.4      Guarantee of Manager Subsidiaries (as defined in the Loan and Security
          Agreement) between BMC Holdings, LLC, as Borrower, and Foothill
          Capital Corporation, as Lender dated as of October 25, 1999
--------------------------------------------------------------------------------
10.5      General Security and Pledge Agreement of OPCO Subsidiaries (as defined
          in the Loan and Security Agreement) between BMC Holdings, LLC, as
          Borrower, and Foothill Capital Corporation, as Lender dated as of
          October 25, 1999
--------------------------------------------------------------------------------
10.6      General Security and Pledge Agreement of Manager Subsidiaries (as
          defined in the Loan and Security Agreement) between BMC Holdings, LLC,
          as Borrower, and Foothill Capital Corporation, as Lender dated as of
          October 25, 1999
--------------------------------------------------------------------------------
10.7      Pledge Agreement of Borrower and Loan Agreement Guarantors (as defined
          in the Loan and Security Agreement) between BMC Holdings, LLC, as
          Borrower, and Foothill Capital Corporation, as Lender dated as of
          October 25, 1999
--------------------------------------------------------------------------------
  27      Financial Data Schedule*
--------------------------------------------------------------------------------
  99      Press Release*
--------------------------------------------------------------------------------

* Previously filed.

<PAGE>


SIGNATURES

Pursuant to the requirements 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.

                                        BRILL MEDIA COMPANY, LLC

                                        By: BRILL MEDIA MANAGEMENT, INC.,
                                        Manager


June 12, 2000                           By /s/ Alan R. Brill
                                        ----------------------------------
                                        Alan R. Brill
                                        DIRECTOR, PRESIDENT AND CHIEF
                                        EXECUTIVE OFFICER


June 12, 2000                           By /s/ Donald C. TenBarge
                                        ----------------------------------
                                        Donald C. TenBarge
                                        VICE PRESIDENT, CHIEF FINANCIAL
                                        OFFICER, SECRETARY AND TREASURER
                                        (PRINCIPAL FINANCIAL
                                        AND ACCOUNTING OFFICER)


June 12, 2000                           By  /s/ Robert M. Leich
                                        ----------------------------------
                                        Robert M. Leich
                                        DIRECTOR


June 12, 2000                           By  /s/ Philip C. Fisher
                                        ----------------------------------
                                        Philip C. Fisher
                                        DIRECTOR


June 12, 2000                           By /s/ Clifton E. Forrest
                                        ----------------------------------
                                        Clifton E. Forrest
                                        DIRECTOR AND VICE PRESIDENT


June 12, 2000                           By /s/ Charles W. Laughlin
                                        ----------------------------------
                                        Charles W. Laughlin
                                        DIRECTOR

<PAGE>


                                  EXHIBIT INDEX

--------------------------------------------------------------------------------
Exhibit
Number    Description of Exhibits
--------------------------------------------------------------------------------
10.1      Loan and Security Agreement by and among BMC Holdings, LLC, as
          Borrower, and Brill Media Company, LLC, Brill Media Management, Inc.,
          and BMC Holdings, Inc. as Loan Agreement Guarantors, and Foothill
          Capital Corporation, as Lender dated as of October 25, 1999
--------------------------------------------------------------------------------
10.2      Guarantee Inducement and Offset Agreement between BMC Holdings, LLC,
          as Borrower, and Foothill Capital Corporation, as Lender dated as of
          October 25, 1999
--------------------------------------------------------------------------------
10.3      Guarantee of OPCO Subsidiaries (as defined in the Loan and Security
          Agreement) between BMC Holdings, LLC, as Borrower, and Foothill
          Capital Corporation, as Lender dated as of October 25, 1999
--------------------------------------------------------------------------------
10.4      Guarantee of Manager Subsidiaries (as defined in the Loan and Security
          Agreement) between BMC Holdings, LLC, as Borrower, and Foothill
          Capital Corporation, as Lender dated as of October 25, 1999
--------------------------------------------------------------------------------
10.5      General Security and Pledge Agreement of OPCO Subsidiaries (as defined
          in the Loan and Security Agreement) between BMC Holdings, LLC, as
          Borrower, and Foothill Capital Corporation, as Lender dated as of
          October 25, 1999
--------------------------------------------------------------------------------
10.6      General Security and Pledge Agreement of Manager Subsidiaries (as
          defined in the Loan and Security Agreement) between BMC Holdings, LLC,
          as Borrower, and Foothill Capital Corporation, as Lender dated as of
          October 25, 1999
--------------------------------------------------------------------------------
10.7      Pledge Agreement of Borrower and Loan Agreement Guarantors (as defined
          in the Loan and Security Agreement) between BMC Holdings, LLC, as
          Borrower, and Foothill Capital Corporation, as Lender dated as of
          October 25, 1999
--------------------------------------------------------------------------------
  27      Financial Data Schedule*
--------------------------------------------------------------------------------
  99      Press Release*
--------------------------------------------------------------------------------

*Previously filed.