PLEDGE OF MEMBERSHIP INTERESTS AGREEMENT


     This PLEDGE AGREEMENT is entered into as of September 30, 1997, 
among (i) ALLBRITTON COMMUNICATIONS COMPANY, a Delaware corporation (the 
"Pledgor"); (ii) each of the wholly-owned limited liability company 
subsidiaries of the Pledgor, KTUL LLC, KATV LLC, and WCIV LLC 
(collectively, the "Subsidiary LLCs" and each an "Subsidiary LLC") party 
hereto, and (iii) BANKBOSTON, N.A. (f/k/a The First National Bank of 
Boston), as Agent for the Secured Parties (as defined below) (in such 
capacity, the "Agent").

RECITALS

     WHEREAS, the Pledgor and the Agent are parties to that certain 
Revolving Credit Agreement, dated as of April 16, 1996 (as amended and 
in effect from time to time, the "Credit Agreement"), among the Pledgor, 
the financial institutions which are now, or hereafter may become, 
parties to the Credit Agreement as lenders (the "Banks"), and 
BankBoston, N.A., as agent for the Banks (the "Agent");

     WHEREAS, the Pledgor, the Banks and the Agent desire to enter into 
that certain Modification Letter Agreement dated as of September 30, 
1997, by and among the Pledgor, the Banks and the Agent (the 
"Modification Agreement"), which Modification Agreement shall amend the 
Credit Agreement, and pursuant to which the Banks shall consent to the 
merger of those certain Subsidiaries (the "Merged Subsidiaries") into 
the Subsidiary LLCs; 

     WHEREAS, the Pledgor has pledged and granted to the Agent, for the 
benefit of the Agent and the Banks party to the Credit Agreement, a 
security interest on certain of its assets and stocks of the Merged 
Subsidiaries pursuant to, among other things, a Pledge Agreement dated 
as of April 16, 1996, (as amended and in effect from time to time, the 
"Original Stock Pledge Agreement"); and
WHEREAS, it is a condition precedent to the Banks' entering 
into the Modification Agreement that the Pledgor execute and deliver 
to the Agent, for the benefit of the Banks and the Agent, a pledge 
agreement in substantially the form hereof, pledging the membership 
interests of each Subsidiary LLC; and
WHEREAS, the Pledgor wishes to grant pledges of the membership 
interest of each of the Subsidiary LLCs in favor of the Agent, for 
the benefit of the Banks and the Agent, as herein provided.
NOW, THEREFORE, in consideration of the premises contained 
herein and for other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto 
agree as follows:

     Accordingly, the parties hereto hereby agree as follows:

     1.  DEFINITIONS

     1.1.  Certain Terms.  The following terms, when used in this 
Agreement, including the introductory paragraph and Recitals hereto, 
shall, unless the context otherwise requires, have the following 
meanings:

     "Agent" is defined in the first paragraph of the Recitals hereto.

     "Agreement" means this Pledge Agreement.

     "Banks" is defined in the first paragraph of the Recitals hereto.

     "Credit Agreement" is defined in the first paragraph of the 
Recitals hereto.

     "Distributions" means all dividends, liquidating dividends, units 
of Membership Interest resulting from splits, combinations, 
reclassifications, mergers, consolidations, warrants, options, non-cash 
dividends and other dividends or distributions (whether similar or 
dissimilar to the foregoing) on or with respect to any Pledged Units or 
other units of Membership Interests constituting Pledged Collateral, but 
shall not mean Dividends.

     "Dividends" means cash dividends, cash distributions, or other 
property made out of capital surplus, owing or payable to the Pledgor 
with respect to any Pledged Units.

     "Instrument" means any contract, agreement, indenture, mortgage or 
other document or writing (whether a formal agreement, letter or 
otherwise) under which any obligation is evidenced, assumed or 
undertaken, or any right to any security interest or other lien is 
granted or perfected.

     "Membership Interests" means any units, interests, participation 
or other equivalents (howsoever designated) of limited liability company 
membership interests or any options, warrants or other rights to 
subscribe for, or to purchase, or to convert any Property into, or 
exchange any property for, any such membership interests, options, 
warrants or other rights.

     "Merged Subsidiaries" is defined in the second paragraph of the 
Recitals hereto.

     "Modification Agreement" is defined in the second paragraph of the 
Recitals hereto.

     "Obligations" is defined in the Credit Agreement.

     "Original Stock Pledge Agreement" is defined in the fourth 
paragraph of the Recitals hereto.

     "Permitted Dividends" means any Dividends with respect to any 
Pledged Units made out of capital surplus, to the extent that such 
Dividends are permitted by the Credit Agreement.

     "Pledged Collateral" is defined in 2.1.

     "Pledged Unit Issuer" means, with respect to the Pledged Units 
identified on Attachment 1, the Person identified as the issuer of such 
Pledged Units on Attachment 1, and any other limited liability company 
becoming a Pledged Unit Issuer hereunder after the date hereof.

     "Pledged Units" means all or substantially all of the units of 
Membership Interest which are delivered or required to be delivered by 
the Pledgor to the Agent for the purpose of pledge hereunder.

     "Pledgor" is defined in the introductory paragraph hereto.

     "Property" means any interest in any kind of property or asset, 
whether real, personal or mixed, and whether tangible or intangible.

     "Secured Parties" means, collectively, the Agent and the Banks.

     "Subsidiary LLC" is defined in the introductory paragraph hereto.

     "U.C.C." means the Uniform Commercial Code as in effect in The 
Commonwealth of Massachusetts.

     1.2.  Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Agreement, 
including the introductory paragraph and Recitals hereto, that are 
defined in the Credit Agreement shall have the meanings given to such 
terms in the Credit Agreement.

     1.3.  U.C.C. Definitions.  Unless otherwise defined herein or the 
context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Agreement, including the introductory paragraph 
and Recitals hereto, with such meanings.

     1.4.  General Provisions Relating to Definitions.  Terms for 
which meanings are defined in this Agreement shall apply equally to the 
singular and plural forms of the term defined.  Whenever the context may 
require, any pronoun shall include the corresponding masculine, feminine 
and neuter forms.  The term "including" means including, without 
limiting the generality of any description preceding such term.  Each 
reference herein to any Person shall include a reference to such 
Person's successors and assigns.  References to any Instrument defined 
in this Agreement refer to such Instrument as originally executed or, if 
subsequently amended or supplemented from time to time, as so amended or 
supplemented and in effect at the relevant time of reference thereto. 

     2.  PLEDGE

     2.1.  Grant of Security Interest and Pledge.  The Pledgor 
hereby pledges, assigns, charges, mortgages, delivers and transfers 
to the Agent, for the benefit of the Secured Parties, and hereby 
grants to the Agent, for the benefit of the Secured Parties, a 
continuing pledge and security interest in and to, all of the 
following Property of such Pledgor, whether now owned or hereafter 
acquired or existing (all of such Property being the "Pledged 
Collateral"):

     (a)  all Pledged Units owned now or hereafter by the Pledgor;

     (b)  all Distributions from time to time received by such 
Pledgor;

     (c)  except as provided in 4.3, all of the Pledgor's rights 
and interests under the limited liability company agreement of each 
Subsidiary LLC, including all voting and management rights and all 
rights to grant or withhold consents or approvals;

     (d)  all other Property (including Dividends) that may from 
time to time be delivered or be required to be delivered by such 
Pledgor to the Agent for the purpose of pledge hereunder; and

     (e)  all products and proceeds of any of the foregoing.

     2.2.  Security for Obligations.  This Agreement (and the Pledged 
Collateral) secures the prompt payment in full and performance when due 
of all and each of the Obligations of the Pledgor under the Credit 
Agreement and the other Loan Documents.  In addition, all advances, 
charges, costs and expenses, including reasonable attorneys' fees, 
incurred or paid by the Agent in exercising any right, power or remedy 
conferred by this Agreement, or in the enforcement hereof, shall, to the 
extent lawful, become a part of the Obligations secured hereby.

     2.3. Pledge and Delivery of Pledged Collateral.  All certificates 
or instruments representing or evidencing any Pledged Collateral to be 
delivered on the date hereof or hereafter shall be:

     (a)  delivered to and held by or on behalf of the Agent pursuant 
hereto;

     (b)  in suitable form for transfer by delivery; and

     (c)  accompanied by all necessary instruments of transfer or 
assignment (including, with respect to the Pledged Units, undated powers 
of assignment), duly executed in blank, all in form and substance 
satisfactory to the Agent.

The Pledgor shall deliver all of the Pledged Units owned by the Pledgor 
to the Agent as of the date hereof.  From and after the date hereof, the 
Pledgor shall, immediately upon its receipt thereof, deliver or cause to 
be delivered to the Agent in pledge hereunder any and all additional 
units of Membership Interests of any Pledged Unit Issuer, and all other 
Pledged Collateral (other than Permitted Dividends), issued, distributed 
or sold to, or purchased or otherwise acquired by, the Pledgor.  Upon 
the formation by the Pledgor of any Subsidiary, the acquisition by the 
Pledgor of or Investment by the Pledgor in any Person which as a result 
of such acquisition or Investment becomes a Subsidiary of the Pledgor, 
or the receipt by the Pledgor of any share of Capital Stock or units of 
Membership Interest, as applicable, of any Subsidiary of the Pledgor, 
the Pledgor shall, immediately upon such formation, acquisition, 
Investment or receipt, deliver or cause to be delivered to the Agent in 
pledge hereunder any and all shares of Capital Stock or units of 
Membership Interest, as applicable, of such Subsidiary and all other 
Pledged Collateral issued, distributed or otherwise delivered to, or 
acquired by, the Pledgor in respect of or relating to such Capital Stock 
or Membership Interests, as applicable.  Each such Subsidiary shall, 
immediately upon such formation, acquisition, Investment or receipt, 
become a Pledged Unit Issuer and a Pledgor for all purposes of this 
Agreement.  The Pledgor shall take all other actions from time to time 
requested by the Agent to grant to the Agent a first priority, perfected 
security interest in all of the Pledged Collateral.  The Agent shall 
have the right at any time to exchange certificates or instruments 
representing or evidencing any Pledged Units for certificates or 
instruments of smaller or larger denominations.

     As of the date hereof, the Agent shall deliver to the Pledgor 
certificates, accompanied by any instruments of transfer, evidencing the 
pledge of stock by KTUL Television, Inc., KATV Television, Inc., and 
First Charleston Corp. pursuant to the Original Stock Pledge Agreement.
     2.4.  Waiver of Certain Provisions; Approval of Pledge.  Each 
Subsidiary LLC and the Pledgor irrevocably waive any and all provisions 
of the Certificate of Formation that (a) prohibit, restrict, condition 
or otherwise affect the grant hereunder of any lien, security interest, 
or encumbrance on any of the Pledged Collateral or any enforcement 
action which may be taken in respect of any such lien, security interest 
or encumbrance, or (b) otherwise conflict with the terms of this 
Agreement.  

     2.5.  Continuing Security Interest; Transfer of Note. This 
Agreement has created and shall create a continuing security interest in 
all of the Pledged Collateral and shall:

     (a)  remain in full force and effect until the later of the 
termination of all of the Commitments or payment in full in cash of each 
of the Obligations;

     (b)  be binding upon the Pledgor, and the successors, transferees 
and assigns of the Pledgor (provided that no Pledgor may assign any of 
its obligations hereunder without the prior written consent of the 
Agent); and

     (c)  inure to the benefit of the Secured Parties and their 
successors, transferees and assigns.

Without limiting the foregoing clause (c), any Secured Party may assign 
or otherwise transfer (in whole or in part) any Note, Loan or other 
Obligation held by it to any other Person or entity in accordance with 
the terms of the Credit Agreement, and such other Person shall thereupon 
become vested with all the benefits in respect thereof granted in this 
Agreement or otherwise.  Upon the later to occur of the termination of 
all of the Commitments or the payment in full in cash of each of the 
Obligations, the security interest granted herein by the Pledgor shall 
terminate and all rights to the Pledged Collateral of the Pledgor shall 
revert to the Pledgor.  Upon any such termination of security interests, 
the Agent will, at the sole expense of the Pledgor, deliver to the 
Pledgor, without any representations, warranties or recourse of any kind 
whatsoever, all certificates and instruments representing or evidencing 
the Pledged Units, together with all other Pledged Collateral held by 
the Agent hereunder, and will execute and deliver to the Pledgor such 
documents as the Pledgor shall reasonably request to evidence such 
termination.

     2.5.  Security Interest Absolute.  All rights of the Agent and the 
security interests granted hereunder, and all obligations of the Pledgor 
hereunder, shall be absolute and unconditional, irrespective of, and 
shall not be impaired or affected by:

     (a)  any lack of validity or enforceability of the Credit 
Agreement, any other Loan Document, or any Instrument relating to any 
thereof or to any of the Obligations;

     (b)  any change in the corporate existence, structure or 
ownership of the Pledgor or its Subsidiaries, or any insolvency, 
bankruptcy, reorganization or other similar proceeding affecting any 
such Person or any Property of any such Person or any resulting release 
or discharge of any Obligation contained in the Credit Agreement or any 
other Loan Document;

     (c)  the failure of any Secured Party

     (i)  to assert any claim or demand or to enforce any right 
or remedy against the Pledgor, any other Pledgor or any other 
Person under the provisions of the Credit Agreement or any other 
Loan Document or any other Instrument relating to any thereof or 
under any applicable law, or

     (ii) to exercise any right or remedy against any Pledged 
Collateral;

     (d)  any change in the time, manner or place of payment of, or in 
any other term of, all or any of the Obligations, or any other 
compromise, renewal, extension, acceleration or release with respect 
thereto or with respect to the Pledged Collateral, or any other 
amendment to, rescission, waiver or other modification of, or any 
consent to any departure from, the Credit Agreement or any other Loan 
Document or any other Instrument relating to any thereof;

     (e)  any increase, reduction, limitation, impairment or 
termination of the Obligations for any reason, including any claim of 
waiver, release, surrender, alteration or compromise, and any defense or 
set-off, counterclaim, recoupment or termination whatsoever by reason of 
the invalidity, illegality, non-genuineness, irregularity, compromise, 
or unenforceability of, or any other event or occurrence affecting, any 
of the Obligations (and the Pledgor hereby waives any right to or claim 
of any such defense or set-off, counterclaim, recoupment or 
termination);

     (f)  any sale, exchange, release or non-perfection of any Pledged 
Collateral, or any release of or amendment to or waiver of or consent to 
departure from any guaranty or collateral held by the Agent or any other 
Secured Party securing or guaranteeing all or any of the Obligations;

     (g)  any defense, set-off or counterclaim which may at any time 
be available to or be asserted by the Pledgor against any other Pledgor 
or against any Secured Party; or

     (h)  any other circumstances which might otherwise constitute a 
suretyship or other defense available to, or a legal or equitable 
discharge of, the Pledgor.

     3.  REPRESENTATIONS AND WARRANTIES

     3.1  Representations and Warranties.  The Pledgor hereby 
represents and warrants to Agent, for the benefit of each of the 
Secured Parties, as follows:
(a)  Each of the Subsidiary LLCs is duly organized, validly 
existing, and in good standing under the laws of the State of 
Delaware and all other jurisdictions where each of the Subsidiary 
LLCs does business; the Certificate of Formation are in full force 
and effect; the Pledgor is a duly constituted member of each of the 
Subsidiary LLCs pursuant to the Certificate of Formation; and the 
Pledged Units of Membership Interest are validly issued, non-
assessable and, except as set forth in 3.1(g) hereof, fully paid 
membership interests in each of the Subsidiary LLCs.

     (b)  No authorization, approval or other action by any 
governmental authority or any member or creditor has been or will be 
required either:

     (i)  for the pledge by the Pledgor of any Pledged Collateral 
required to be pledged by the Pledgor under the terms of this Agreement, 
for the execution, delivery or performance of this Agreement by the 
Pledgor, or for the validity or enforceability of any such pledge or 
this Agreement;

     (ii) subject to 7.11, for the exercise by the Agent of the 
voting or other rights provided for in this Agreement; or
(iii)     except as may be required in connection with any 
disposition of Pledged Units by applicable laws affecting the 
offering and sale of securities generally, and subject to 7.11, for 
the exercise by the Agent of any of the remedies in respect of the 
Pledged Collateral purported to be pledged by the Pledgor pursuant to 
this Agreement.
(c)  The execution, delivery, and performance of this Agreement 
and the transactions contemplated hereby (i) have been duly 
authorized by all necessary proceedings on behalf of the Pledgor, 
(ii) do not conflict with or result in any breach or contravention of 
any applicable law, regulation, judicial order or decree to which the 
Pledgor is subject, (iii) do not violate, conflict with, constitute a 
default or event of default under, or result in any rights to 
accelerate or modify any obligations under any agreement, instrument, 
lease, mortgage or indenture to which the Pledgor is party or 
subject, or to which any of its assets are subject.
(d)  This Agreement has been duly executed and delivered by the 
Pledgor and is the legal, valid, and binding obligation of the 
Pledgor enforceable against the Pledgor in accordance with the terms 
hereof except as enforceability is limited by bankruptcy, insolvency, 
reorganization, moratorium, or other laws relating to or affecting 
generally the enforcement of creditors' rights and except to the 
extent that availability of the remedy of specific performance or 
injunctive relief is subject to the discretion of the court before 
which any case or proceeding therefor may be brought.
(e)  The Pledgor is the sole, direct, legal and beneficial 
owner of all of the Pledged Units of Membership Interests pledged by 
the Subsidiary LLCs hereunder, which Pledged Units of Membership 
Interests constitutes one hundred percent (100%) of the Membership 
Interest in each of the Subsidiary LLCs, and the Pledgor has good and 
marketable title thereto, free and clear of any lien, security 
interest, mortgage or other encumbrance, other than the liens and 
security interest granted to the Agent hereunder, and the liens and 
security interests hereunder constitute valid and perfected first 
priority liens and security interests.
(f)  KATV LLC's principal place of business is 401 South Main 
St., Little Rock, AK  72201, and the place where its records 
concerning the Pledged Collateral are kept is located at 
______________.  KTUL LLC's principal place of business is at Lookout 
Mountain, Tulsa, OK  74107, and the place where its records 
concerning the Pledged Collateral are kept is 
____________________________.  WCIV LLC's principal place of business 
is 888 AllBritton Blvd., Mount Pleasant, SC 29464, and the place 
where their records concerning the Pledged Collateral are kept is 
located at ______________.
(g)  The Pledgor has no obligation to make any contribution, 
capital call or other payment to each of the Subsidiary LLCs with 
respect to the Pledged Units of Membership Interests.
(h)  The copy of the Certificate of Formation of each of the 
Subsidiary LLCs attached hereto as Exhibit A is a true, correct, and 
complete copy thereof, and the Certificate of Formation has not been 
amended or modified in any respect, except for such amendments or 
modifications as are attached to the copy thereof delivered to the 
Agent.
4  COVENANTS.

     4.1.  Affirmative Covenants of the Pledgor.  The Pledgor covenants and 
agrees with the Agent, for the benefit of each of the Secured Parties, 
and warrants that, until the later of the termination of all the 
Commitments or the payment in full in cash of each of the Obligations, 
the Pledgor will:

          4.1.1.  Defend the right and title herein granted unto the Agent 
in and to the Pledged Collateral purported to be pledged by the Pledgor 
hereunder (and all right, title and interest represented or evidenced by 
such Pledged Collateral) against the claims and demands of any other 
Person; promptly execute and deliver all further Instruments and other 
assurances, and take, or cause to be taken, all further action, at the 
expense of the Pledgor, that may be necessary or desirable, or that the 
Agent may request, in order to perfect or protect any security interest 
purported to be granted by the Pledgor under this Agreement or to enable 
the Agent to exercise or enforce its rights and remedies hereunder with 
respect to any Pledged Collateral purported to be pledged by the Pledgor 
hereunder; and furnish to the Agent all such financing statements, 
certificates, legal opinions and other documents, and obtain all such 
authorizations and approvals as the Agent may request in order to give 
full effect to this Agreement and to maintain, preserve, safeguard and 
continue at all times all or any of the rights, remedies, powers and 
privileges of the Agent under this Agreement.

          4.1.2.  From time to time upon the request of the Agent, (a) 
promptly deliver to the Agent such powers of assignment, Instruments and 
similar documents, satisfactory in form and substance to the Agent, with 
respect to the Pledged Collateral purported to be pledged by the Pledgor 
hereunder as the Agent may request, and (b) during the continuance of 
any Event of Default, promptly transfer any Pledged Units or other units 
of Membership Interests constituting any such Pledged Collateral into 
the name of any nominee designated by the Agent.

          4.1.3.  Keep pledged to the Agent pursuant hereto all Pledged 
Units and all other units of Membership Interests constituting Pledged 
Collateral, and all other Pledged Collateral required to be pledged by 
the Pledgor hereunder.

          4.1.4. Deliver (properly endorsed where required hereby or 
requested by the Agent) to the Agent:

     (a)  promptly upon receipt thereof by the Pledgor, all Dividends 
(other than Permitted Dividends), Distributions and other cash payments 
and other proceeds received by the Pledgor in respect of the Pledged 
Collateral purported to be pledged by the Pledgor hereunder, all of 
which shall be held by the Agent as additional Pledged Collateral for 
use in accordance with 6.2; and

     (b)  if any Event of Default is continuing, promptly upon request 
of the Agent, such proxies and other documents as may be necessary to 
allow the Agent to exercise the voting power with respect to any share 
of Capital Stock (including Pledged Units) constituting Pledged 
Collateral purported to be pledged by the Pledgor hereunder.

All (i) Dividends, Distributions, cash payments and proceeds which may 
at any time and from time to time be held by the Pledgor, but which is 
then required to be delivered to the Agent and (ii) additional Pledged 
Units received by the Pledgor, shall, in each case, until delivery to 
the Agent, be held by the Pledgor holding or receiving such Pledged 
Collateral separate and apart from its other Property in trust for the 
Agent.  
     4.1.5.  The Pledgor will comply with all laws, regulations, 
judicial orders or decrees applicable to the Pledged Collateral or 
any portion thereof, and perform and observe its duties under the 
Certificate of Formation or other governing documents with respect to 
the Pledged Units of Membership Interest.
     4.1.6.  The Pledgor will cause each of the Subsidiary LLCs to 
(i) keep and maintain at its own cost and expense at its principal 
place of business or the location where Pledged Collateral is to be 
kept, as indicated in Section 3.1(f), satisfactory and complete 
records of the Pledged Collateral including a record of all payments 
received and all other dealings of a material nature with the Pledged 
Collateral, and (ii) mark its books and records pertaining to the 
Pledged Collateral to evidence this Agreement and the liens and 
security interests granted hereby.
     4.1.7.  The Pledgor will pay promptly when due any taxes, 
assessments, and governmental charges or levies imposed upon the 
Pledged Collateral or in respect of its income or profits therefrom, 
as well as all claims of any kind except that no such charge need be 
paid if (i) the validity thereof is being diligently contested in 
good faith by appropriate proceedings; (ii) such proceedings do not 
involve any danger of the sale, forfeiture, or loss of any of the 
Pledged Collateral or any interest therein; and (iii) such charge is 
adequately reserved against in a manner acceptable to the Agent.
     4.1.8.  The Pledgor shall do or cause to be done all things 
necessary to preserve, renew and keep in full force and effect the 
legal existence of each of the Subsidiary LLCs, the power and 
authority of each of the Subsidiary LLCs to own its property and 
carry on its business, the qualification of and each of the 
Subsidiary LLCs to do business in its jurisdiction of organization, 
and the qualification of each of the Subsidiary LLCs to do business 
in each other jurisdiction where such qualification is necessary 
except where the failure so to qualify would not have a material 
adverse effect on the rights and interests of the Agent hereunder.  

     4.2.  No Other Liens.  Except for any transfers of assets from any of 
the Subsidiary LLCs to the Pledgor or among the Subsidiary LLCs, the  
Pledgor agrees with the Agent, for the benefit of each of the Secured 
Parties, and warrants that, until the later of the termination of all of 
the Commitments or the payment in full in cash of each of the 
Obligations, the Pledgor will not sell, assign, transfer, pledge, 
hypothecate or otherwise encumber any of the Pledged Collateral (except 
in favor of the Agent pursuant to the terms hereof).

     4.3.  Dividends and Voting Rights Other Than Following an Event of 
Default.  The Agent agrees with the Pledgor as follows:

     (a)  unless an Event of Default is continuing and the Agent has 
delivered to the Borrower a notice referring to this 4.3 and the 
exercise of rights hereunder (a "4.3 Notice"), the Pledgor shall be 
entitled to exercise, in its reasonable judgment, but in a manner that 
would not impair the Pledged Collateral and that would not be 
inconsistent with the terms of this Agreement, the Credit Agreement or 
any other Loan Document, the voting power and all other incidental 
rights of ownership with respect to the Pledged Units or other units of 
Membership Interest constituting Pledged Collateral pledged by the 
Pledgor hereunder; and

     (b)  the Pledgor shall be entitled to receive all Permitted 
Dividends on the Pledged Units pledged by the Pledgor hereunder.

The Agent agrees that, unless an Event of Default is continuing and the 
Agent shall have delivered a 4.3 Notice, the Agent shall, upon the 
written request of the Pledgor, promptly deliver such proxies and other 
documents, if any, as shall be reasonably requested by the Pledgor to 
allow the Pledgor to exercise the rights described in clause (a).

     5.  THE AGENT

     5.1.  Agent Appointed Attorney-in Fact.  The Pledgor hereby irrevocably 
appoints the Agent, and any officer or agent thereof, the Pledgor's 
attorney-in-fact, with full authority in the place and stead of the 
Pledgor and in the name of the Pledgor or otherwise, from time to time 
in the Agent's discretion, to take any and all action and to execute any 
Instrument or other assurance which the Agent may deem necessary or 
advisable to accomplish the purposes of this Agreement, including:

     (a)  if an Event of Default is continuing, to ask, demand, 
collect, sue for, recover, compromise, receive and give acquittance and 
receipts for moneys due and to become due under or in respect of any of 
the Pledged Collateral pledged by the Pledgor hereunder;

     (b)  to receive, endorse and collect any drafts or other 
Instruments in connection with clause (a);

     (c)  to execute and do all such assurances, acts and things which 
the Pledgor ought to do under the covenants and provisions of this 
Agreement;

     (d)  to take any and all actions as the Agent may, in its sole 
and absolute discretion, determine to be necessary or advisable for the 
purpose of maintaining, preserving or protecting the security 
constituted by this Agreement or any of the rights, remedies, powers or 
privileges of the Agent under this Agreement; and

     (e)  generally, in the name of the Pledgor or in the name of the 
Agent to exercise all or any of the powers, authorities and discretions 
conferred on or reserved to the Agent pursuant to this Agreement.

The Pledgor hereby ratifies and confirms, and hereby agrees to ratify 
and confirm, whatever the Agent shall do or purport to do in the 
exercise of the power of attorney granted to the Agent pursuant to this 
5.1, which power of attorney, being given for security, is irrevocable.

     5.2.  Agent Has No Duty.  The powers conferred on the Agent hereunder 
are solely to protect its interest (on behalf of the Secured Parties) in 
the Pledged Collateral and shall not impose any duty on it to exercise 
any such powers.  Except as provided in 5.1 and except for accounting 
for moneys actually received by it hereunder, the Agent shall have no 
duty as to any Pledged Collateral or responsibility for taking any 
necessary steps to preserve rights against prior parties or any other 
rights pertaining to any Pledged Collateral except as otherwise required 
by the U.C.C.

     5.3.  Reasonable Care.  The Agent will exercise reasonable care in the 
custody and preservation of the Pledged Collateral in its possession; 
provided, however, that the Agent shall be deemed to have exercised 
reasonable care in the custody and preservation of such Pledged 
Collateral if it takes such action for that purpose as the Pledgor 
reasonably requests in writing at times other than during the 
continuance of an Event of Default, but failure of the Agent to comply 
with any such request at any time shall not in itself be deemed a 
failure to exercise reasonable care.

     6.  REMEDIES

     6.1.  Actions upon Event of Default.

     (a)  In addition to its rights and remedies provided hereunder, 
whenever any Event of Default is continuing, the Agent shall have all 
rights and remedies of a secured party upon default under the U.C.C. 
(whether or not the U.C.C. applies to the affected Pledged Collateral) 
or other applicable law, and also may, without notice except as 
specified below, sell the Pledged Collateral or any part thereof in one 
or more parcels at public or private sales, at any one of the Agent's 
offices or elsewhere, for cash or credit or for future delivery, without 
assumption of any credit risk, and upon such other terms as the Agent 
may deem commercially reasonable.  The Pledgor agrees that, to the 
extent notice of sale shall be required by applicable law, at least ten 
days' notice to the Pledgor of the time and place of any public sale or 
the time after which any private sale is to be made shall constitute 
reasonable notification. The Agent shall not be obligated to make any 
sale of Pledged Collateral regardless of notice of sale having been 
given.  The Agent may adjourn any public or private sale from time to 
time by announcement at the time and place fixed therefor, and such sale 
may, without further notice, be made at the time and place to which it 
was so adjourned.  Without limitation of the above, the Agent may, 
whenever any Event of Default is continuing, without prior notice to the 
Pledgor, take all or any of the following actions:

     (i)  vote any or all of the Pledged Units (whether or not 
the same shall have been transferred into its name or the name of 
its nominee or nominees) for any lawful purpose, give all 
consents, waivers and ratifications in respect of the Pledged 
Units, and otherwise act with respect thereto as though it were 
the outright owner thereof;

     (ii)  transfer all or any part of the Pledged Collateral 
into the name of the Agent or its nominee, with or without 
disclosing that such Pledged Collateral is subject to the lien 
hereunder;

     (iii)  enforce collection of any of the Pledged Collateral 
by suit or otherwise, and surrender, release or exchange all or 
any part thereof, or compromise or extend or renew for any period 
(whether or not longer than the original period) any obligations 
of any nature of any party with respect thereto;

     (iv)  endorse any checks, drafts or other writings in the 
name of the Pledgor to allow collection of the Pledged Collateral 
pledged by the Pledgor hereunder;

     (v)  take control of any products or proceeds of the Pledged 
Collateral;

     (vi)  execute (in the name, place and stead of the Pledgor) 
endorsements, assignments, and other instruments of conveyance or 
transfer with respect to all or any of the Pledged Collateral; and

     (vii)  generally, do all such other acts and things as may 
be considered incidental or conducive to any of the matters or 
powers mentioned in the foregoing provisions of this paragraph (a) 
and which the Agent may or can do lawfully and to use the name of 
the Pledgor for such purposes and in any proceedings arising 
therefrom. 

     (b)  If the Agent shall determine to exercise its right to sell 
any or all of the Pledged Units pursuant to this 6.1, and if in the 
opinion of counsel for the Agent it is necessary, or if in the 
reasonable opinion of the Agent it is advisable, to have the Pledged 
Units, or that portion thereof to be sold, registered under the 
provisions of the Securities Act of 1933, as amended (the "Securities 
Act"), the Pledgor agrees to cause the Pledged Unit Issuer to execute 
and deliver, and cause the directors and officers of the Pledged Unit 
Issuer to execute and deliver, without any cost or expense to any of the 
Secured Parties, all such Instruments, and to do or cause to be done all 
such other acts and things as may be necessary or, in the reasonable 
opinion of the Agent, advisable to register such Pledged Units under the 
provisions of the Securities Act and to cause the registration statement 
relating thereto to become effective and to remain effective for a 
period of nine (9) months from the date such registration statement 
became effective, and to make all amendments thereto or to the related 
prospectus or both that, in the reasonable opinion of the Agent, are 
necessary or advisable, all in conformity with the requirements of the 
Securities Act and the rules and regulations of the SEC applicable 
thereto.  The Pledgor agrees to cause such Pledged Unit Issuer to comply 
with the provisions of the securities or "Blue Sky" laws of any 
jurisdiction which the Agent shall designate and to cause such to make 
available to its security holders, as soon as practicable, an earnings 
statement (which need not be audited) which will satisfy the provisions 
of 11(a) of the Securities Act.

     (c)  The Pledgor recognizes that the Agent may be unable to 
effect a public sale of the Pledged Units by reason of certain 
prohibitions contained in the Securities Act, and other applicable laws, 
but may be compelled to resort to one or more private sales thereof to a 
restricted group of purchasers.  The Pledgor agrees that any such 
private sales may be at prices and other terms less favorable to the 
seller than if sold at public sales and that such private sales shall 
not by reason thereof be deemed not to have been made in a commercially 
reasonable manner.  The Agent shall be under no obligation to delay a 
sale of any of the Pledged Units for the period of time necessary to 
permit the applicable Pledged Unit Issuer to register such Pledged Units 
for public sale under the Securities Act, or other Applicable Laws, even 
if such Pledged Unit Issuer would agree to do so.

     (d)  So long as an Event of Default is continuing, the Pledgor 
shall, upon the request of the Agent, take or cause to be taken (or, if 
the Pledgor does not have the legal right to take such action or cause 
such action to be taken, the Pledgor will use its best efforts to cause 
such action to be taken), in good faith and promptly, and without any 
cost or expense to any of the Secured Parties, all such action as may be 
necessary or desirable, as soon as reasonably practicable, to sell or to 
effect the sale of the Pledged Units of any Pledged Unit Issuer pledged 
by the Pledgor hereunder.  Such action shall include but shall not be 
limited to the following:

     (i)  the Pledgor shall prepare and deliver to the Agent as 
soon as practicable, but in any event not later than thirty (30) 
days after request by the Agent, a written plan for the sale or 
other disposition of such Pledged Units, which plan shall be 
reasonably satisfactory in form and substance to the Majority 
Banks;

     (ii)  the Pledgor shall and shall cause any Pledged Unit 
Issuer to retain such investment banking firms, accountants, 
appraisers and other consultants who are reasonably acceptable to 
the Majority Banks to make recommendations with respect to and to 
assist in such sale, and the Pledgor shall cause such investment 
banking firms, accountants, appraisers and other consultants to 
furnish the Agent with all such financial reports, appraisals, 
opinions and other documents which the Agent shall reasonably 
request; and

     (iii)  if (and on each occasion that) the Pledgor or any 
Pledged Unit Issuer shall receive from any Person an offer to 
purchase any such Pledged Units, the Pledgor shall and shall cause 
the applicable Pledged Unit Issuer to furnish or cause to be 
furnished to the Agent a written notice setting forth the full 
particulars thereof, including (A) the name and address of such 
Person, and (B) the terms of such offer to purchase.

Each purchaser of any of the Pledged Units, and the agreement entered 
into by such purchaser in connection with such purchase and sale, shall 
be subject to the prior written agreement, consent or approval of the 
Majority Banks.  The Pledgor shall and shall cause each of its 
Subsidiaries to deliver forthwith to the Agent in the form received, 
except for the addition of any endorsement or assignment necessary to 
effect transfer of all rights therein to the Agent, any payment received 
by the Pledgor or any of its Subsidiaries on account of any such 
purchase and sale of any such Pledged Units.  Until so delivered, each 
such payment shall be held in trust for the Agent and shall not be 
commingled with any other funds of the Pledgor or any of its 
Subsidiaries.

     (e)  The Agent may buy any part or all of the Pledged Collateral 
at any public sale and if any part or all of the Pledged Collateral is 
of a type customarily sold in a recognized market, or is of the type 
which is the subject of widely distributed price standard price 
quotations, the Agent may buy at private sale, and may make payments 
thereof by any means.

     6.2.  Application of Proceeds.  All cash proceeds received by the 
Agent in respect of any sale of, collection from, or other realization 
upon, all or any part of the Pledged Collateral shall be applied by the 
Agent in the following order:

     (a)  first, to the Secured Parties, on account of the payment of, 
or the reimbursement of any Secured Party for, all costs and expenses 
incurred or sustained by any Secured Party that are required by the 
terms of this Agreement, the Credit Agreement or any other Loan Document 
to be paid or reimbursed by the Pledgor; and  

     (b)  second, to the Secured Parties, pro rata, on account of all 
other Obligations due and payable to such Secured Parties.

Any surplus of such cash proceeds held by the Agent and remaining after 
payment in full of all the Obligations shall be paid over to the Pledgor 
entitled thereto or to whomsoever else may be lawfully entitled to 
receive such surplus.  The Pledgor shall remain liable for any 
deficiency.

     6.3.  Indemnity and Expenses.  The Pledgor hereby agrees to indemnify 
and hold harmless each Secured Party, and the shareholders, officers, 
directors, employees, agents, Subsidiaries and Affiliates of each 
Secured Party, from and against any and all claims, losses and 
liabilities arising out of or resulting from this Agreement (including 
the enforcement thereof), except for any portion of such claims, losses 
or liabilities which a court of competent jurisdiction has found, in a 
final, nonappealable order, resulted solely by reason of such Secured 
Party's gross negligence or willful misconduct.  Upon demand, the 
Pledgor will pay to the Agent the amount of any and all reasonable 
expenses, including the reasonable fees and disbursements of its counsel 
and of any experts, which the Agent may incur in connection with:

     (a)  the administration of this Agreement or any Instrument 
relating hereto;

     (b)  the custody, preservation, use or operation of, or the sale 
of, collection from, or other realization upon, any of the Pledged 
Collateral pledged by the Pledgor hereunder;

     (c)  the exercise or enforcement against such Company of any of 
the rights of the Agent hereunder;

     (d)  the failure by the Pledgor to perform or observe any of the 
provisions hereof; or

     (e)  the advancing of any funds in connection with actions taken 
pursuant to 7.3.

     6.4.  No Waiver; Remedies Cumulative.  No delay, act or omission on the 
part of the Agent of any of its rights hereunder shall be deemed a 
waiver of any rights hereunder unless also contained in a writing signed 
by the Agent, nor shall any single or partial exercise of, or any 
failure to exercise, any right, power or privilege preclude any other or 
further or initial exercise thereof or of any other right, power or 
privilege.  The rights and remedies provided herein are cumulative, and 
not exclusive of rights and remedies which may be granted or provided by 
applicable law.

     6.5.  Marshalling.  Neither the Agent nor any Secured Party shall be 
required to marshal any present or future collateral security (including 
but not limited to this Agreement and the Pledged Collateral) for, or 
other assurances of payment of, the Obligations or any of them or to 
resort to such collateral security or other assurances of payment in any 
particular order, and all of the rights of the Agent hereunder and the 
Agent or any Secured Party in respect of such collateral security and 
other assurances of payment shall be cumulative and in addition to all 
other rights, however existing or arising.  To the extent that it 
lawfully may, the Pledgor hereby agrees that it will not invoke any 
applicable law relating to the marshalling of collateral which might 
cause delay in or impede the enforcement of the Agent's rights under 
this Agreement or under any other Instrument creating or evidencing any 
of the Obligations or under which any of the Obligations is outstanding 
or by which any of the Obligations is secured or payment thereof is 
otherwise assured, and, to the extent that it lawfully may, the Pledgor 
hereby irrevocably waives the benefits of all such laws.


     7.  MISCELLANEOUS PROVISIONS

     7.1.  Security Document, etc.  For all purposes of the Credit 
Agreement, this Agreement is a "Security Document" and a "Loan Document" 
executed and delivered pursuant to the Credit Agreement.

     7.2.  Amendments, etc.  No amendment to or waiver of any provision of 
this Agreement nor consent to any departure by the Pledgor hereto shall 
in any event be effective unless the same shall be in writing and signed 
by the Agent, and then such waiver or consent shall be effective only in 
the specific instance and for the specific purpose for which it is 
given.

     7.3.  Protection of Collateral.  The Agent may from time to time, at 
its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being 
requested in writing to so perform (it being understood that no such 
request need be given during the continuance of any Default or Event of 
Default), and the Agent may from time to time take any other action 
which the Agent reasonably deems necessary for the maintenance, 
preservation or protection of any of the Pledged Collateral or of the 
security interests therein.

     7.4.  Addresses for Notices.  All notices and other communications 
provided for hereunder shall be in writing or by facsimile transmission 
and, if to the Pledgor, addressed or delivered to it at the address set 
forth below  the signature of the Pledgor hereto, and if to the Agent, 
addressed or delivered to it at the address set forth in Schedule 1.1 to 
the Credit Agreement, or as to any party at such other address as shall 
be designated by such party in a written notice to the other parties 
complying as to delivery with the terms of this Section.  Any such 
notices and other communications, if mailed and properly addressed with 
postage prepaid or transmitted by facsimile transmission, shall be 
deemed given when received.

     7.5.  Subordination of Subrogation Rights.  The rights which any of the 
Subsidiary LLCs shall acquire against the Pledgor in the nature of 
subrogation, indemnity or contribution rights, as a consequence of 
making any payments to the Agent under this Agreement, or as a 
consequence of the sale of any of the Pledged Collateral by the Agent 
pursuant to this Agreement, are, in this 7.5, collectively called the 
"Subrogation Rights."  In the event of any bankruptcy or insolvency 
proceeding involving the Pledgor or any Property of the Pledgor, if all 
of the Obligations have not been paid in full in cash at the time, the 
Agent is hereby irrevocably authorized by the Pledgor at any such 
proceeding:

     (a)  to enforce all of the Subrogation Rights of the Pledgor, 
either in the name of the Agent or in the name of the Pledgor, by proof 
of debt, proof of claim, suit or otherwise;

     (b)  to collect any Property of the Pledgor distributed or 
applied by way of dividend or payment on account of such Subrogation 
Rights, and to apply the same, or the proceeds of any realization 
thereof, towards the payment of the Obligations until all of the 
Obligations have been paid in full in cash; and

     (c)  to vote claims arising under or in respect of all such 
Subrogation Rights.

Except as and to the extent otherwise expressly contemplated and 
permitted by the foregoing provisions of this 7.5, so long as any 
Obligations remain unpaid, no Pledgor shall take any action of any kind 
to enforce any of its Subrogation Rights, and no Pledgor shall receive 
or accept from any Person or Persons any payments or other distributions 
in respect of any of its Subrogation Rights.  Should any payment or 
distribution on account of any of the Subrogation Rights be received by 
the Pledgor, such payment or distribution shall be delivered by the 
Pledgor forthwith to the Agent for the benefit of the Secured Parties in 
the form received by the Pledgor, except for the addition of any 
endorsement or assignment necessary to effect transfer of all rights 
therein to the Agent.  Until so delivered, each such payment shall be 
held by the Pledgor in trust for the benefit of the Secured Parties and 
shall not be commingled with any other funds of the Pledgor.

     7.6.  Severability.  Any provision of this Agreement which is 
prohibited or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such prohibition or 
unenforceability without invalidating the remaining provisions hereof, 
and any such prohibition or unenforceability in any jurisdiction shall 
not invalidate or render unenforceable such provision in any other 
jurisdiction.

     7.7.  Governing Law.  THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED IN 
THE COMMONWEALTH OF MASSACHUSETTS AND SHALL IN ALL RESPECTS BE CONSTRUED 
IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF SUCH STATE 
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH 
STATE.

     7.8.  Consent to Jurisdiction.  EACH PLEDGOR BY ITS EXECUTION HEREOF 
(A) HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE 
STATE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS AND TO THE 
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE 
DISTRICT OF MASSACHUSETTS FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER 
PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY OTHER LOAN 
DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF, AND (B) HEREBY WAIVES 
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND AGREES NOT TO 
ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH 
PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE 
JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR 
IMMUNE FROM ATTACHMENT OR EXECUTION, THAT ANY SUCH PROCEEDING BROUGHT IN 
ONE OF THE ABOVE-NAMED COURTS IS IMPROPER, OR THAT THIS AGREEMENT OR ANY 
OTHER LOAN DOCUMENT, OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE 
ENFORCED IN OR BY SUCH COURT.  EACH PLEDGOR HEREBY CONSENTS TO SERVICE 
OF PROCESS IN ANY SUCH PROCEEDING IN ANY MANNER PERMITTED BY CHAPTER 
223A OF THE GENERAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, AND 
AGREES THAT SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL, RETURN 
RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED IN OR PURSUANT TO 7.4 IS 
REASONABLY CALCULATED TO GIVE ACTUAL NOTICE.

     7.9.  Counterparts.  This Agreement may be executed by the parties 
hereto in several counterparts, each of which shall be deemed to be an 
original and all of which shall constitute together but one and the same 
agreement.

     7.10.  Waiver Of Jury Trial.  TO THE EXTENT NOT PROHIBITED BY 
APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE AGENT AND EACH 
PLEDGOR HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS 
PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY 
FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION 
ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT 
OR THE SUBJECT MATTER HEREOF OR THEREOF OR ANY OBLIGATION OR IN ANY WAY 
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE AGENT OR 
THE PLEDGOR IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER 
NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR 
OTHERWISE.  EACH PLEDGOR ACKNOWLEDGES THAT THE PROVISIONS OF THIS 7.10 
CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH THE AGENT AND THE OTHER 
SECURED PARTIES ARE RELYING AND WILL RELY IN ENTERING INTO THIS 
AGREEMENT.  THE AGENT, THE OTHER SECURED PARTIES OR THE PLEDGOR MAY FILE 
AN ORIGINAL COUNTERPART OR A COPY OF THIS 7.10 WITH ANY COURT AS 
WRITTEN EVIDENCE OF THE CONSENT OF THE AGENT AND THE PLEDGOR TO THE 
WAIVER OF ITS RIGHT TO TRIAL BY JURY.

     7.11.  Compliance with Communications Act.  Anything in this Agreement 
to the contrary notwithstanding, the Agent shall not take any action 
hereunder in violation of the Communications Act, and shall not vote any 
of the Pledged Units, and no sale of the Pledged Collateral or transfer 
thereof to the Agent or to the Agent's nominees shall be made without 
such (if any) approval of the FCC as may be required by the 
Communications Act.  Neither the Agent nor any other Person other than 
the duly licensed Pledgor shall operate or otherwise exercise any 
control over the Station licensed to the Pledgor without first having 
received such prior approval of the FCC as shall then be required.  In 
the event any such approval shall be required, the Pledgor absolutely 
and unconditionally agrees to execute upon the request of the Agent, and 
absolutely and unconditionally agrees to use its best efforts, upon the 
request of the Agent, to cause the execution of, all such applications 
and other instruments as may be necessary to obtain promptly such 
approval.

<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed by their respective officers thereunto duly authorized as of the day 
and year first above written.


                              ALLBRITTON COMMUNICATIONS  
                          COMPANY

                              By /S/ Henry D. Morneault
                              ---------------------------------              
                                 Title: Chief Financial Officer

                              Address:  808 17th Street, NW
                                        Suite 300
                                        Washington, D.C. 20006


                              Telecopy No.:  (202) 822-6749
                              Attention:     Henry D. Morneault


                              BANKBOSTON, N.A., as Agent


                              By /S/ David B. Herter
                              ---------------------------------             
                                 Title: Managing Director

                              Address:  100 Federal Street
                                        Boston, MA 02110

                              Telecopy No.:  (617) 434-3401
                              Attention:     Lisa Gallagher
<PAGE>

                              KATV LLC

                              By /S/ Stephen P. Gibson
                              ---------------------------------
                                 Title: Vice President


                              KTUL LLC

                              By  /S/ Stephen P. Gibson
                              ---------------------------------                
                                 Title: Vice President


                              WCIV LLC

                              By  /S/ Stephen P. Gibson
                              ---------------------------------                
                                 Title: Vice President


<PAGE>
                            ATTACHMENT 1
                    (to the Pledge Agreement)


                 Pledged Units of Membership Interests



Pledgor          Pledged      Outstanding     Outstanding     Outstanding 
                 Units        Units           Units           Certificate
                 Issuer                       Pledged         Number(s)
              


Allbritton       KATV LLC                     100%            
Communicat
ions Co.


Allbritton       KTUL LLC                     100%           
Communicat
ions Co.


Allbritton       WCIV LLC                     100%
Communicat                              
ions Co.