Exhibit 4.6

                                 FIRST AMENDMENT
                                 ---------------

                                       OF
                                       --

                   WPIX INC. HOURLY EMPLOYEES' RETIREMENT PLAN
                   -------------------------------------------

                         (Effective as of July 1, 1991)



                  WHEREAS, WPIX Inc. (the "Company") maintains WPIX Inc. Hourly
Employees' Retirement Plan (the "Plan"); and

                  WHEREAS, the Plan was adopted effective as of July 1, 1991,
and amendment of the Plan is now considered desirable;

                  NOW, THEREFORE, by virtue and in exercise of the power
reserved to the Company by Section 10.1 of the Plan, the Plan be and it hereby
is further amended in the following particulars:

                  [1.      By substituting the following for the last sentence
of the first paragraph of the Plan, effective as of July 1, 1991:

         "The plan is intended to constitute a profit-sharing plan that meets
         the requirements for qualification under Section 401(a) of the Internal
         Revenue Code."]

                  1.       By adding the following new subparagraph (vi) to
Section 1.1(m) of the Plan immediately after subparagraph (v) thereof,
effective as of August 5, 1993:

                  "(vi)    each hour, other than an hour credited under
                           subparagraphs (i) through (v) above, which would



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                           have been credited to an Employee, but for the fact
                           that the Employee was absent from work due to an
                           approved leave of absence granted pursuant to the
                           Family and Medical Leave Act of 1993 (an `FMLA
                           absence').  Such hours shall be credited solely for
                           the purpose of determining whether an Employee has
                           incurred a Break in Service and not more than 501
                           Hours of Service per Computation Period shall be
                           credited by reason of an FMLA absence."

                  2.       By adding the following sentence at the end of
Section 5.9(b) of the Plan, effective as of July 1, 1991:


         "Notwithstanding any other provision of the Plan to the contrary, all
         distributions hereunder shall be made in accordance with the minimum
         distribution requirements contained in Section 1.401(a)(9)-1, and the
         minimum distribution incidental benefit requirements contained in
         Section 1.401(a)(9)-2 of the proposed Treasury Regulations, or in the
         corresponding Sections of any final Treasury Regulations issued under
         Section 401(a)(9) of the Internal Revenue Code."

                  3.       By adding the following new Section 5.11 to the Plan
 immediately after Section 5.10 thereof, effective as of January 1, 1993:


         "5.11    Direct Rollover of Eligible Rollover Distributions.

                  (a)      Purpose.  This Section 5.11 applies to distributions
                           -------
                           made on or after January 1, 1993.  Notwithstanding
                           any provision of the Plan to the contrary that would
                           otherwise limit a distributee's election under this
                           Section 5.11, a distributee may elect, at the time
                           and in the manner prescribed by the Administrative
                           Committee, to have any portion of an eligible
                           rollover distribution paid directly to an eligible
                           retirement plan specified by the distributee in a
                           direct rollover.

                  (b)      Definition of Eligible Rollover Distribution.  An
                           --------------------------------------------
                           eligible rollover distribution is any distribution
                           of all

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                           or any portion of the balance to the credit of the
                           distributee, except that an eligible rollover
                           distribution does not include:  any distribution that
                           is one of a series of substantially equal periodic
                           payments (not less frequently than annually) made for
                           the life (or life expectancy) of the distributee or
                           the joint lives (or joint life expectancies) of the
                           distributee and the distributee's designated
                           beneficiary, or for a specified period of ten years
                           or more; any distribution to the extent such
                           distribution is required under Section 401(a)(9) of
                           the Internal Revenue Code; and the portion of any
                           distribution that is not includible in gross income.

                  (c)      Definition of Eligible Retirement Plan.  An eligible
                           --------------------------------------
                           retirement plan is an individual retirement account
                           described in Section 408(a) of the Internal Revenue
                           Code, an individual retirement annuity described in
                           Section 408(b) of the Internal Revenue Code, an
                           annuity plan described in Section 403(a) of the
                           Internal Revenue Code, or a qualified trust described
                           in Section 401(a) of the Internal Revenue Code, that
                           accepts the distributee's eligible rollover
                           distribution.  However, in the case of an eligible
                           rollover distribution to the surviving spouse, an
                           eligible retirement plan is an individual retirement
                           account or individual retirement annuity.

                  (d)      Definition of Distributee. A distributee includes an
                           -------------------------
                           Employee or former Employee. In addition, the
                           Employee's or former Employee's surviving spouse and
                           the Employee's or former Employee's spouse or former
                           spouse who is the alternate payee under a qualified
                           domestic relations order, as defined in Section
                           414(p) of the Internal Revenue Code, are distributees
                           with regard to the interest of the spouse or former
                           spouse.

                  (e)      Definition of Direct Rollover.  A direct rollover is
                           -----------------------------
                           a payment by the Plan to the eligible retirement plan
                           specified by the distributee."


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                  4.       By substituting the following for Section 6.2(a) of
the Plan, effective as of July 1, 1991:

                  "(a)     to construe and interpret the Plan, and to determine
                           all questions arising with respect to administration
                           of the Plan in its complete discretion, including the
                           power to determine the rights and eligibility of
                           Employees or Participants and their Beneficiaries,
                           and the amount, manner, and time of payment of any
                           benefits hereunder, and to remedy ambiguities,
                           inconsistencies or omissions;"

                  5.       By substituting the following for Section 9.1(c) of
the Plan, effective as of January 1, 1994:

                           "For purposes of this Section, the term `total
                           compensation' means the earned income, wages,
                           salaries, fees for professional services, and other
                           amounts received by a Participant for personal
                           services actually rendered in the course of his
                           employment with an Employer or a Related Company
                           (including, but not limited to, commissions paid to
                           salesmen, compensation for services based on a
                           percentage of profits, commissions on insurance
                           premiums, tips, and bonuses), provided that a
                           Participant's total compensation taken into account
                           for any Plan Year shall be limited to $150,000 or
                           such greater amount as may be determined by the
                           Commissioner of Internal Revenue for that year under
                           Section 401(a)(17) of the Internal Revenue Code.
                           Notwithstanding the previous sentence, a
                           Participant's total compensation shall not include
                           the following:"

                  6.       By substituting the following for Section 11.2 of the
Plan, effective as of July 1, 1991:


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         "11.2    Action by the Company

                  Any action required or permitted of the Company under the
         terms of the Plan shall be by resolution of its Board of Directors or
         by a duly authorized committee of its Board of Directors, or by a
         person or persons authorized by resolution or its Board of Directors or
         such committee."


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