Exhibit 4.6


                                 FIRST AMENDMENT
                                       OF
                   KTLA INC. HOURLY EMPLOYEES' RETIREMENT PLAN

                        (Effective as of January 1, 1992)



                  WHEREAS, KTLA Inc. (the "Company") established KTLA Inc.

Hourly Employees' Retirement Plan (the "Plan") effective as of January 1, 1992;

and

                  WHEREAS, amendment of the Plan is now considered desirable;


                  NOW, THEREFORE, by virtue and in exercise of the power

reserved to the Company by Section 12.1 of the Plan, the Plan be and it hereby

is further amended in the following particulars:

                  1.       By substituting the following for third sentence of
                           Section 1.1(e) of the Plan, effective as of January
                           1, 1994:

                          "Subject to the above limitations, a Covered
                           Employee's 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."


                  2.        By adding the following new subparagraph (vi) to

Section 1.1(o) 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 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


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                                    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."

                  3        By adding the following sentence at the end of

Section 7.7(b) of the Plan, effective as of January 1, 1992:

                           "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."

                  4.       By substituting the following for the second sentence

of Section 5.2 of the Plan, effective as of January 1, 1993:

"Each investment direction shall be made in such manner and at such time as the
Administrative Committee shall determine, and shall be effective only in
accordance with such rules as shall be established from time to time by the
Administrative Committee; and the Administrative Committee shall direct the
Trustee to make investments in accordance with such investment directions."

                  5.       By substituting the following for subparagraph 6.3(b)

(iv) of the Plan, effective as of January 1, 1993:

                           "(iv)    Fourth:  After making the adjustments
                                    ------
                                    described above, reduce the account
                                    balances of each Participant invested in
                                    each such Investment Fund by any amounts
                                    which the Participant elects during the
                                    Valuation Period to have transferred from
                                    such Investment Fund to another Investment
                                    Fund, and increase the account balances of
                                    each Participant invested in each such
                                    Investment Fund by any amounts which the
                                    Participant elects during the

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                                    Valuation Period to have transferred to such
                                    Investment Fund."

                  6.       By substituting the following for the third sentence

of Section 7.4 of the Plan, effective as of January 1, 1993:

"The election referred to above shall be made by the Participant or his
Beneficiary in such manner as the Administrative Committee shall determine;
shall be effective only in accordance with such rules as shall be established
from time to time by the Administrative Committee; and shall be made during the
60-day period ending on the date 30 days before the Participant's benefit
payments are scheduled to begin."

                  7.       By substituting the following for paragraphs 7.5(a)

and (b) of the Plan, effective as of January 1, 1993:


                  "(a)     the Valuation Date coinciding with or immediately
                           following the date on which the Participant
                           attains age 65, in the case of a Participant whose
                           aggregate account balances exceeded $3,500 on his
                           Settlement Date and who failed to elect distribution
                           of such balance in accordance with paragraph (b)
                           below; provided, that if such a Participant dies
                           after his Settlement Date but prior to attaining age
                           65, the amount available for distribution to his
                           Beneficiary shall be determined as of the Valuation
                           Date coinciding with or immediately following the
                           date of the Participant's death; or

                  (b)      in all other cases, the Valuation Date coinciding
                           with or immediately following the Participant's
                           Settlement Date or (in the case of a Participant not
                           described in (a) above whose account balances on his
                           Settlement Date exceeded $3,500) such later Valuation
                           Date (if any) occurring prior to the Valuation Date
                           described in (a) above as the Participant elects in
                           accordance with any uniform rules established by the
                           Administrative Committee, at least 30 days prior to
                           the relevant Valuation Date."

                  8.       By adding the following Section 7.9 to the Plan

immediately after Section 7.8 thereof, effective as of January 1, 1993:


                  "7.9     Direct Rollover of Eligible Rollover Distributions.

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                  (a)      Purpose. This Section 7.9 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 7.9, 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 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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                  9.       By substituting the following for Section 8.2(a) of

the Plan, effective as of January 1, 1992:

                  "(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;"

                  10.      By substituting the following for the first sentence

of Section 13.1(a) of the Plan, effective as of January 1, 1992:

                           "The Company reserves the right to amend or modify
                           the Plan, in whole or in part, at any time and for
                           any reason, provided that no such amendment shall
                           reduce the nonforfeitable percentage of any
                           Participant's account balances, or permit any
                           part of the Trust Fund to be used for, or diverted
                           to, purposes other than for the exclusive benefit of
                           the Participants or their Beneficiaries, except to
                           the extent permitted by Section 3.4. In amending the
                           Plan, the Company shall act in accordance with the
                           procedures specified in Section 13.2."

                  11.      By substituting the following for the first sentence

of Section 12.2 of the Plan, effective as of January 1, 1992:

"The Company shall have the right to terminate the Plan, in whole or in part.
In terminating the Plan, the Company shall act in accordance with the procedures
specified in Section 13.2."

                  12.      By substituting the following for Section 13.2 of the

Plan, effective as of January 1, 1992:

                  "13.2    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."