SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K

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

                  For the fiscal year ended September 30, 2001
                                       OR
[ ]  TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ____________ to _______________

Commission File No. 333-02302

                        ALLBRITTON COMMUNICATIONS COMPANY
             (Exact name of registrant as specified in its charter)

         Delaware                                            74-1803105
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


808 Seventeenth Street, N.W., Suite 300
Washington, D.C.                                             20006-3910
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:          (202)789-2130

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 if the 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  the  registrant's   knowledge,  in  definitive  proxy  of  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.

                                       [X]

Indicate  by check  mark  whether  this  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 [ ]

The  aggregate   market  value  of  the   registrant's   Common  Stock  held  by
non-affiliates is zero.

As of December 27, 2001,  there were 20,000  shares of Common  Stock,  par value
$.05 per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None

<PAGE>


As used herein,  unless the context  otherwise  requires,  the term "ACC" or the
"Company" refers to Allbritton Communications Company.  Depending on the context
in which  they are  used,  the  following  "call  letters"  refer  either to the
corporate owner of the station indicated or to the station itself: "WJLA" refers
to WJLA-TV, a division of ACC (operator of WJLA-TV,  Washington,  D.C.);  "WHTM"
refers  to  Harrisburg  Television,  Inc.  (licensee  of  WHTM-TV,   Harrisburg,
Pennsylvania);  "KATV"  refers to KATV,  LLC  (licensee  of KATV,  Little  Rock,
Arkansas);  "KTUL"  refers to KTUL,  LLC  (licensee of KTUL,  Tulsa,  Oklahoma);
"WCIV"  refers to WCIV,  LLC  (licensee of WCIV,  Charleston,  South  Carolina);
"WSET" refers to WSET, Incorporated (licensee of WSET-TV, Lynchburg,  Virginia);
"WCFT"  refers to  WCFT-TV,  Tuscaloosa,  Alabama;  "WBMA"  refers  to  WBMA-LP,
Birmingham,  Alabama; and "WJSU" refers to WJSU-TV, Anniston,  Alabama. The term
"ATP" refers to Allbritton Television Productions, Inc. and the term "Perpetual"
refers to  Perpetual  Corporation,  which is  controlled  by Joe L.  Allbritton,
Chairman of the  Executive  Committee of the Board of  Directors  of ACC.  "AGI"
refers to Allbritton Group,  Inc., which is controlled by Perpetual and is ACC's
parent.  "Westfield" refers to Westfield News Advertiser,  Inc., an affiliate of
ACC that is wholly-owned by Joe L.  Allbritton.  "Allfinco"  refers to Allfinco,
Inc.,  a  wholly-owned  subsidiary  of ACC.  "Harrisburg  Television"  refers to
Harrisburg  Television,  Inc., an 80%-owned subsidiary of Allfinco. "TV Alabama"
refers to TV Alabama,  Inc., an 80%-owned subsidiary of Allfinco that owns WCFT,
WJSU and WBMA.  "Allnewsco" refers to ALLNEWSCO,  Inc., an affiliate of ACC that
is a  majority-owned  subsidiary of Perpetual.  "RLA Trust" refers to the Robert
Lewis Allbritton 1984 Trust for the benefit of Robert L. Allbritton, Chairman of
the Board of Directors  and Chief  Executive  Officer of ACC, that is a minority
owner of Allnewsco.  "RLA Revocable  Trust" refers to the trust of the same name
that owns 20% of each of Harrisburg Television and TV Alabama.


<PAGE>

                                TABLE OF CONTENTS


                                                                            PAGE

Part I
 Item 1.   Business............................................................1
 Item 2.   Properties.........................................................16
 Item 3.   Legal Proceedings..................................................18
 Item 4.   Submission of Matters to a Vote of Security Holders................18

Part II
 Item 5.    Market for Registrant's Common Equity and
                Related Stockholder Matters...................................18
 Item 6.   Selected Consolidated Financial Data...............................19
 Item 7.   Management's Discussion and Analysis of Financial
                Condition and Results of Operations...........................21
 Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.........35
 Item 8.   Consolidated Financial Statements and Supplementary Data...........35
 Item 9.   Changes in and Disagreements with Accountants
                on Accounting and Financial Disclosure........................35

Part III
 Item 10.  Directors and Executive Officers of the Registrant.................36
 Item 11.  Executive Compensation.............................................39
 Item 12.  Security Ownership of Certain Beneficial Owners and
                Management....................................................40
 Item 13.  Certain Relationships and Related Transactions.....................41

Part IV
 Item 14.  Exhibits, Financial Statement Schedules and Reports
                on Form 8-K...................................................44


<PAGE>



THIS ANNUAL REPORT ON FORM 10-K,  INCLUDING ITEM 7 "MANAGEMENT'S  DISCUSSION AND
ANALYSIS  OF  FINANCIAL   CONDITION   AND  RESULTS  OF   OPERATIONS,"   CONTAINS
FORWARD-LOOKING  STATEMENTS  WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED,  THAT ARE NOT  HISTORICAL  FACTS AND INVOLVE A
NUMBER OF RISKS AND  UNCERTAINTIES.  THERE ARE A NUMBER OF  FACTORS  THAT  COULD
CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER  MATERIALLY FROM THOSE PROJECTED IN
SUCH FORWARD-LOOKING STATEMENTS.  THESE FACTORS INCLUDE, WITHOUT LIMITATION, THE
COMPANY'S  OUTSTANDING  INDEBTEDNESS  AND  ITS  HIGH  DEGREE  OF  LEVERAGE;  THE
RESTRICTIONS IMPOSED ON THE COMPANY BY THE TERMS OF THE COMPANY'S  INDEBTEDNESS;
THE HIGH DEGREE OF COMPETITION  FROM BOTH  OVER-THE-AIR  BROADCAST  STATIONS AND
PROGRAMMING  ALTERNATIVES  SUCH AS CABLE  TELEVISION,  WIRELESS  CABLE,  IN-HOME
SATELLITE  DISTRIBUTION  SERVICE,  PAY-PER-VIEW  SERVICES  AND  HOME  VIDEO  AND
ENTERTAINMENT  SERVICES;  THE  IMPACT OF NEW  TECHNOLOGIES;  CHANGES  IN FEDERAL
COMMUNICATIONS  COMMISSION  ("FCC")  REGULATIONS;  DECREASES  IN THE  DEMAND FOR
ADVERTISING DUE TO WEAKNESS IN THE ECONOMY; AND THE VARIABILITY OF THE COMPANY'S
QUARTERLY RESULTS AND THE COMPANY'S SEASONALITY.

ALL WRITTEN OR ORAL FORWARD-LOOKING  STATEMENTS  ATTRIBUTABLE TO THE COMPANY ARE
EXPRESSLY QUALIFIED BY THE FOREGOING CAUTIONARY STATEMENTS.

READERS  ARE  CAUTIONED  NOT TO PLACE UNDUE  RELIANCE  ON THESE  FORWARD-LOOKING
STATEMENTS  WHICH  REFLECT  MANAGEMENT'S  VIEW ONLY AS OF THE DATE  HEREOF.  THE
COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULT OF ANY REVISIONS
TO THESE  FORWARD-LOOKING  STATEMENTS  WHICH  MAY BE MADE TO  REFLECT  EVENTS OR
CIRCUMSTANCES   AFTER  THE  DATE  HEREOF  OR  TO  REFLECT  THE   OCCURRENCE   OF
UNANTICIPATED EVENTS.

                                     PART I

                                ITEM 1. BUSINESS
The Company

Allbritton  Communications  Company ("ACC" or the "Company")  itself and through
subsidiaries  owns  and  operates  ABC  network-affiliated  television  stations
serving seven diverse  geographic  markets:  WJLA in Washington,  D.C.;  WCFT in
Tuscaloosa,  Alabama,  WJSU  in  Anniston,  Alabama  and  WBMA-LP,  a low  power
television  station  licensed to Birmingham,  Alabama (the Company operates WCFT
and  WJSU  in  tandem  with  WBMA-LP  serving  the  viewers  of the  Birmingham,
Tuscaloosa  and Anniston  market);  WHTM in  Harrisburg,  Pennsylvania;  KATV in
Little Rock, Arkansas; KTUL in Tulsa, Oklahoma; WSET in Lynchburg, Virginia; and
WCIV in Charleston,  South Carolina.  The Company's owned and operated  stations
broadcast to the 8th, 39th,  46th,  56th,  59th, 67th and 108th largest national
media markets in the United States, respectively, as defined by the A.C. Nielsen
Co.  ("Nielsen"),  and  reach  approximately  4.9% of United  States  television
households.

WJLA is owned and operated as a division by ACC,  while the Company's  remaining
owned and operated  stations are owned by Harrisburg  Television,  Inc.  (WHTM),
KATV, LLC (KATV), KTUL, LLC (KTUL), WSET,  Incorporated (WSET), WCIV, LLC (WCIV)
and TV Alabama,  Inc.  (WCFT,  WJSU and WBMA).  Each of these is a  wholly-owned
subsidiary of ACC, except Harrisburg Television and TV Alabama, each of which is
an indirect  80%-owned  subsidiary  of


                                      -1-
<PAGE>

ACC. TV Alabama  began  programming  WJSU,  licensed  to Anniston  (Birmingham),
Alabama,  under a ten-year  Time  Brokerage  Agreement  (referred to herein as a
Local Marketing  Agreement  ("LMA"))  effective December 29, 1995 (the "Anniston
LMA"). TV Alabama exercised its option to acquire WJSU on September 14, 1999 and
completed  the   acquisition   on  March  22,  2000.   See  "Owned   Stations  -
WBMA/WCFT/WJSU:  Birmingham (Anniston and Tuscaloosa), Alabama". ACC was founded
in 1974  and is a  subsidiary  of  Allbritton  Group,  Inc.  ("AGI"),  which  is
controlled by Perpetual  Corporation,  which in turn is controlled by Mr. Joe L.
Allbritton, ACC's Chairman of the Executive Committee of the Board of Directors.
ACC  and  its  subsidiaries  are  Delaware  corporations  or  limited  liability
companies.  ACC's corporate  headquarters is located at 808 Seventeenth  Street,
N.W., Suite 300, Washington,  D.C. 20006-3910,  and its telephone number at that
address is (202) 789-2130.

Television Industry Background

Commercial television broadcasting began in the United States on a regular basis
in the 1940s.  Currently,  there is a limited  number of channels  available for
broadcasting in any one geographic  area, and the license to operate a broadcast
television  station is granted by the FCC.  Television  stations that  broadcast
over  the  VHF  band  (channels  2-13)  of  the  spectrum  generally  have  some
competitive  advantage over television stations that broadcast over the UHF band
(channels 14-69) of the spectrum because VHF channels usually have better signal
coverage and operate at a lower transmission cost.  However,  the improvement of
UHF transmitters and receivers, the complete elimination from the marketplace of
VHF-only  receivers and the expansion of cable  television  systems have reduced
the competitive advantage of television stations broadcasting over the VHF band.

Television  station  revenues are  primarily  derived  from local,  regional and
national  advertisers  and, to a much lesser  extent,  from networks and program
syndicators  for the broadcast of programming  and from other  broadcast-related
activities. Advertising rates are set based upon a variety of factors, including
the size and demographic makeup of the market served by the station, a program's
popularity  among  viewers whom an advertiser  wishes to attract,  the number of
advertisers  competing for the available  time, the  availability of alternative
advertising  media in the market  area, a station's  overall  ability to attract
viewers in its market area and the  station's  ability to attract  viewers among
particular  demographic groups that an advertiser may be targeting.  Advertising
rates are also affected by an aggressive and  knowledgeable  sales force and the
development of projects,  features and programs that tie advertiser  messages to
programming. Because broadcast television stations rely on advertising revenues,
they are sensitive to cyclical changes in the economy.  The size of advertisers'
budgets,  which are affected by broad economic trends, affect both the broadcast
industry  in  general  and  the  revenues  of  individual  broadcast  television
stations.

United  States  television  stations are grouped by Nielsen  into 210  generally
recognized  television market areas that are ranked in size according to various
formulae based upon actual or potential audience. Each market area is designated
as an  exclusive  geographic  area  consisting  of all  counties  in  which  the
home-market commercial stations receive the greatest percentage of total viewing
hours. The specific  geographic  markets are called  Designated  Market Areas or
DMAs.

                                      -2-
<PAGE>

Nielsen, which provides audience-measuring services, periodically publishes data
on estimated  audiences for television  stations in the various DMAs  throughout
the country.  These  estimates are expressed in terms of both the  percentage of
the  total  potential  audience  in the DMA  viewing a  station  (the  station's
"rating") and the percentage of the audience actually  watching  television (the
station's "share").  Nielsen provides such data on the basis of total television
households  and  selected  demographic  groupings  in the DMA.  Nielsen uses two
methods of determining a station's  ratings and share.  In larger DMAs,  ratings
are  determined  by a  combination  of meters  connected  directly  to  selected
household  television  sets and weekly  viewer-completed  diaries of  television
viewing, while in smaller markets ratings are determined by weekly diaries only.
Of the market areas in which the Company conducts business, Washington, D.C. and
Birmingham,  Alabama are metered markets while the remaining  markets are weekly
diary markets.

Historically,  three  major  broadcast  networks--ABC,  NBC  and  CBS--dominated
broadcast  television.  In recent  years,  FOX has evolved into the fourth major
network,  although  the hours of  network  programming  produced  by FOX for its
affiliates are fewer than those produced by the other three major  networks.  In
addition,  UPN, WB and  recently  PAX TV have been  launched  as new  television
networks.

The  affiliation  by a  station  with  one  of the  four  major  networks  has a
significant  impact on the composition of the station's  programming,  revenues,
expenses and operations. A typical affiliate station receives approximately 9 to
13 hours of each day's  programming from the network.  This  programming,  along
with cash payments ("network compensation"), is provided to the affiliate by the
network in exchange  for a  substantial  majority of the  advertising  time sold
during the airing of network  programs.  The network then sells this advertising
time for its own account.  The  affiliate  retains the  revenues  from time sold
during breaks in and between network  programs and during  programs  produced by
the affiliate or purchased from non-network sources. In acquiring programming to
supplement  network  programming,  network  affiliates  compete  primarily  with
affiliates  of other  networks and  independent  stations in their market areas.
Cable  systems  generally  do not compete with local  stations for  programming,
although  various  national  cable  networks  from  time to time  have  acquired
programs that would have otherwise been offered to local television stations. In
addition,   a  television  station  may  acquire   programming   through  barter
arrangements.  Under barter arrangements, which have become increasingly popular
with both network  affiliates and independents,  a national program  distributor
can receive  advertising time in exchange for the programming it supplies,  with
the station paying no fee or a reduced fee for such programming.

An  affiliate  of UPN,  WB or PAX TV  receives  a smaller  portion of each day's
programming  from its network  compared to an affiliate of ABC, CBS, NBC or FOX.
As a result,  affiliates of UPN, WB or PAX TV must purchase or produce a greater
amount of their  programming,  resulting in generally higher  programming costs.
These stations, however, retain a larger portion of the inventory of advertising
time and the revenues obtained  therefrom  compared to stations  affiliated with
the major networks, which may partially offset their higher programming costs.


                                      -3-
<PAGE>

In contrast to a network affiliated station, an independent station purchases or
produces  all of the  programming  that it  broadcasts,  generally  resulting in
higher programming costs,  although the independent  station is, in theory, able
to retain  its  entire  inventory  of  advertising  time and all of the  revenue
obtained from the sale of such time. Barter and  cash-plus-barter  arrangements,
however, have become increasingly popular among all stations.

Public  broadcasting   outlets  in  most  communities  compete  with  commercial
broadcasters for viewers but not for advertising dollars.

Broadcast  television  stations compete for advertising  revenues primarily with
other  broadcast  television  stations  and,  to a  lesser  extent,  with  radio
stations, cable system operators and programmers and newspapers serving the same
market. Traditional network programming, and recently FOX programming, generally
achieve higher  audience  levels than  syndicated  programs aired by independent
stations.  However,  as greater amounts of advertising time become available for
sale by independent  stations and FOX affiliates in syndicated  programs,  those
stations typically achieve a share of the television market advertising revenues
greater than their share of the market area's audience.

Through the 1970s, network television  broadcasting enjoyed virtual dominance in
viewership  and  television  advertising  revenues  because   network-affiliated
stations only competed with each other in local markets. Beginning in the 1980s,
this  level of  dominance  began to  change  as the FCC  authorized  more  local
stations  and  marketplace  choices  expanded  with the  growth  of  independent
stations and cable television services.

Cable television  systems were first  constructed in significant  numbers in the
1970s and were initially used to retransmit broadcast television  programming to
paying  subscribers  in areas  with  poor  broadcast  signal  reception.  In the
aggregate,  cable-originated programming has emerged as a significant competitor
for  viewers of  broadcast  television  programming,  although  no single  cable
programming  network  regularly attains audience levels amounting to more than a
small fraction of any of the major broadcast networks.  The advertising share of
cable networks increased during the 1970s and 1980s as a result of the growth in
cable penetration (the percentage of television households that are connected to
a  cable  system).  Notwithstanding  such  increases  in  cable  viewership  and
advertising,  over-the-air broadcasting remains the dominant distribution system
for mass market television advertising.

Direct Broadcast Satellite ("DBS") service has recently been introduced as a new
competitive  distribution  method.  Home users purchase or lease  satellite dish
receiving  equipment and subscribe to a monthly service of programming  options.
Legislation  was enacted in November  1999 that permits  local  stations,  under
specified  conditions,  to be carried on satellite which will  retransmit  those
signals  back  to  the  originating   market.  As  DBS  providers  expand  their
facilities,   an  increasing  number  of  local  stations  will  be  carried  as
"local-to-local"  signals,  aided  by a  legal  requirement  that  mandates  the
carriage  of  all  local  broadcast  signals  if one  is  retransmitted.  Of the
Company's  stations,  only WJLA and  WBMA/WCFT/WJSU are currently carried on DBS
systems,  transmitting to the Washington, D.C. and Birmingham,  Alabama markets,
respectively.

                                      -4-
<PAGE>

The Company  believes that the market shares of television  stations  affiliated
with ABC,  NBC and CBS  declined  during  the 1980s  and  1990s  because  of the
emergence  of FOX  and  certain  strong  independent  stations  and  because  of
increased  cable  penetration.  Independent  stations  have  emerged  as  viable
competitors  for television  viewership  share,  particularly as a result of the
availability of first-run,  network-quality and regional sports programming.  In
addition, there has been substantial growth in the number of home satellite dish
receivers and video cassette recorders, which has further expanded the number of
programming alternatives available to household audiences.

Terrestrially-distributed  television broadcast stations use analog transmission
technology.  Recent  advances in digital  transmission  technology  formats have
enabled  some   broadcasters   to  begin   migration   from  analog  to  digital
broadcasting.  Digital  technologies  provide cleaner video and audio signals as
well as the ability to transmit "high definition television" with theatre screen
aspect  ratios,   higher  resolution  video  and  "noise-free"  sound.   Digital
transmission  also permits  dividing the  transmission  frequency  into multiple
discrete channels of standard  definition  television.  The FCC has authorized a
transition  plan to convert  existing  analog stations to digital by temporarily
offering a second channel to transmit  programming  digitally with the return of
the analog channel after the transition  period. See "Legislation and Regulation
- Digital Television".  Of the Company's stations, only WJLA in Washington, D.C.
broadcasts with both an analog and digital signal at this time.

Station Information

The  following  table sets forth general  information  for each of the Company's
owned stations as of November 2001:
<TABLE>
<CAPTION>

                                                                                    Total
                                                                        Market    Commercial    Station      Rank
       Designated                                 Network     Channel   Rank or   Competitors   Audience      in       Acquisition
       Market Area                    Station   Affiliation  Frequency  DMA<F1>  in Market<F2>  Share<F3>  Market<F4>     Date
       -----------                    -------   -----------  ---------  -------  -------------  ---------  ----------  -----------
<S>                                <C>              <C>        <C>       <C>           <C>         <C>         <C>      <C>
Washington, D.C. .................      WJLA        ABC        7/VHF       8           6           20%         4        01/29/76
Birmingham (Anniston and .........
      Tuscaloosa), AL <F5> ....... WBMA/WCFT/WJSU   ABC          -        39           7           21%         2            -
           Birmingham ............      WBMA        ABC        58/UHF      -           -            -          -        08/01/97
           Anniston ..............      WJSU        ABC        40/UHF      -           -            -          -        03/22/00<F6>
           Tuscaloosa ............      WCFT        ABC        33/UHF      -           -            -          -        03/15/96
Harrisburg-Lancaster-York-Lebanon,
      PA .........................      WHTM        ABC        27/UHF     46           5           22%         2        03/01/96
Little Rock, AR ..................      KATV        ABC        7/VHF      56           5           32%         1        04/06/83
Tulsa, OK ........................      KTUL        ABC        8/VHF      59           6           34%         1        04/06/83
Roanoke-Lynchburg, VA ............      WSET        ABC        13/VHF     67           4           25%         3        01/29/76<F7>
Charleston, SC ...................      WCIV        ABC        4/VHF     108           5           16%         3        01/29/76<F7>
---------
<FN>
<F1>    Represents  market rank based on the Nielsen  Station Index for November
        2001.
<F2>    Represents the total number of commercial  broadcast television stations
        in the DMA with an  audience  share of at least 1% in the 6:00  a.m.  to
        2:00 a.m., Sunday through Saturday, time period.
<F3>    Represents the station's share of total viewing of commercial  broadcast
        television  stations in the DMA for the time period of 6:00 a.m. to 2:00
        a.m., Sunday through Saturday.
<F4>    Represents  the  station's  rank in the DMA  based on its share of total
        viewing of commercial  broadcast  television stations in the DMA for the
        time period of 6:00 a.m. to 2:00 a.m., Sunday through Saturday.
<F5>    TV Alabama serves the Birmingham market by  simultaneously  broadcasting
        identical  programming over WBMA, WCFT and WJSU. The stations are listed
        on a combined basis by Nielsen as WBMA+,  the call sign

                                      -5-
<PAGE>

        of the low power television station.
<F6>    The Company  commenced  programming WJSU pursuant to the Anniston LMA in
        December 1995. In connection  with the Anniston LMA, the Company entered
        into an option to purchase the assets of WJSU. The Company exercised its
        option to acquire WJSU and  completed its  acquisition  of WJSU on March
        22, 2000. See "Owned Stations - WBMA/WCFT/WJSU: Birmingham (Anniston and
        Tuscaloosa), Alabama".
<F7>    WSET  and  WCIV  have  been  indirectly  owned  and  operated  by Joe L.
        Allbritton   since  1976.  On  March  1,  1996,  WSET  and  WCIV  became
        wholly-owned subsidiaries of ACC.
</FN>
</TABLE>

Business and Operating Strategy

The Company's  business strategy is to focus on building net operating  revenues
and net cash  provided by operating  activities.  The Company  intends to pursue
selective  acquisition  opportunities as they arise.  The Company's  acquisition
strategy is to target  network-affiliated  television stations where it believes
it can successfully  apply its operating strategy and where such stations can be
acquired on attractive terms.  Targets include midsized growth markets with what
the Company believes to be advantageous business climates.  Although the Company
continues to review  strategic  investment  and  acquisition  opportunities,  no
agreements  or  understandings  are  currently in place  regarding  any material
investments or acquisitions.

In addition, the Company constantly seeks to enhance net operating revenues at a
marginal  incremental cost through its use of existing personnel and programming
capabilities.  For example,  KATV operates the Arkansas Razorback Sports Network
("ARSN"),  which provides University of Arkansas sports programming to a network
of 72  radio  stations  in  six  states.  Certain  broadcast  television,  cable
pay-per-view and home video rights are also controlled by ARSN.

The Company's operating strategy focuses on four key elements:

Local News and Community  Leadership.  The Company's stations strive to be local
news  leaders  to  exploit  the  revenue  potential  associated  with local news
leadership.  Since the  acquisition of each station,  the Company has focused on
building that station's local news  programming  franchise as the foundation for
building  significant  audience share. In each of its market areas,  the Company
develops  additional  information-oriented  programming  designed  to expand the
stations' hours of commercially  valuable local news and other  programming with
relatively  small  incremental  increases  in  operating  expenses.  Local  news
programming is commercially  valuable because of its high viewership  level, the
attractiveness to advertisers of the demographic  characteristics of the typical
news audience  (allowing  stations to charge higher rates for advertising  time)
and the enhanced  ratings of other  programming in time periods  adjacent to the
news.  In  addition,  management  believes  strong local news product has helped
differentiate  local  broadcast  stations  from the  increasing  number of cable
programming competitors that generally do not provide this material.


                                      -6-
<PAGE>

High Quality  Non-Network  Programming.  The Company's stations are committed to
attracting   viewers  through  an  array  of  syndicated  and   locally-produced
programming  to fill those periods of the  broadcast  day not  programmed by the
network.  This  programming  is selected by the Company  based on its ability to
attract   audiences   highly  valued  in  terms  of  demographic   makeup  on  a
cost-effective  basis  and  reflects  a focused  strategy  to  migrate  and hold
audiences from program to program throughout  dayparts.  Audiences highly valued
in terms of  demographic  makeup  include  women aged 18-49 and all adults  aged
25-54.  These demographic groups are perceived by advertisers as the groups with
the majority of buying authority and decision-making in product selection.

Local Sales Development  Efforts.  The Company believes that television stations
with a  strong  local  presence  and  active  community  relations  can  realize
additional  revenue from  advertisers  through the  development and promotion of
special  programming and marketing  events.  Each of the Company's  stations has
developed such additional products,  including high quality programming of local
interest  (such as University  of Arkansas  football and  basketball  games) and
sponsored  community events.  These sponsored events have included health fairs,
contests,  job fairs, parades and athletic events and have provided advertisers,
who are  offered  participation  in such  events,  an  opportunity  to  direct a
marketing program to targeted  audiences.  These additional products have proven
successful in attracting  incremental  advertising  revenues.  The stations also
seek to maximize their local sales efforts through the use of extensive research
and targeted demographic studies.

Cost Control.  Management believes that controlling costs is an essential factor
in achieving and  maintaining  the  profitability  of its stations.  The Company
believes that by delivering  highly  targeted  audience  levels and  controlling
programming and operating  costs, the Company's  stations can achieve  increased
levels of revenue and operating cash flow. Each station  rigorously  manages its
expenses  through a budgetary  control  process and  project  accounting,  which
include an analysis of revenue and programming costs by daypart.  Moreover, each
of the stations closely monitors its staffing levels.


Owned Stations

WJLA: Washington, D.C.

Acquired by the Company in 1976, WJLA is an ABC network affiliate pursuant to an
affiliation agreement that expires on October 1, 2005. The Station's FCC license
expires on October 1, 2004.  Washington,  D.C. is the eighth  largest DMA,  with
approximately  2,128,000  television  households.   The  Company  believes  that
stations in this market generally earn higher advertising rates than stations in
smaller markets because many national  advertising  campaigns  concentrate their
spending  in the top ten media  markets  and on  issue-oriented  advertising  in
Washington,  D.C.  The  Washington,  D.C.  market is  served  by six  commercial
television stations.

                                      -7-
<PAGE>

WBMA/WCFT/WJSU: Birmingham (Anniston and Tuscaloosa), Alabama

The Company acquired WCFT in March 1996 and commenced  programming WJSU pursuant
to the Anniston LMA in December 1995. The LMA provided for the Company to supply
program services to WJSU and to retain all revenues from  advertising  sales. In
exchange, the Company paid all station operating expenses and certain management
fees to the station's  owner.  In connection  with the Anniston LMA, the Company
entered into an option to purchase the assets of WJSU (the  "Anniston  Option").
The  Company  exercised  its option to acquire  WJSU on  September  14, 1999 and
completed the  acquisition  on March 22, 2000. The Company also owns a low power
television  station  licensed to Birmingham,  Alabama  (WBMA).  In October 1998,
Nielsen  collapsed the  Tuscaloosa  DMA and the Anniston DMA into the Birmingham
DMA  creating  the  39th  largest  DMA  with  approximately  684,000  television
households.  The  Birmingham  DMA  is  served  by  seven  commercial  television
stations.

The  Company  serves  the  Birmingham  market  by  simultaneously   transmitting
identical  programming  from its studio in Birmingham  over WCFT, WJSU and WBMA.
The  stations  are  listed on a combined  basis by Nielsen as WBMA+.  TV Alabama
maintains studio facilities in Birmingham for the operation of the stations. The
Company has retained a news and sales presence in both  Tuscaloosa and Anniston,
while at the same  time  maintaining  its  primary  news and sales  presence  in
Birmingham.  The ABC network affiliation is based upon carriage on both WCFT and
WJSU and expires on September 1, 2006. The FCC licenses for both stations expire
on April 1, 2005.

WHTM: Harrisburg-Lancaster-York-Lebanon, Pennsylvania

Acquired by the Company in 1996, WHTM is an ABC network affiliate pursuant to an
affiliation agreement that expires on January 1, 2005. The Station's FCC license
expires  August  1,  2007.  Harrisburg,  Pennsylvania,  which  consists  of nine
contiguous  counties located in central  Pennsylvania,  is the 46th largest DMA,
reaching approximately 618,000 television households.  Harrisburg is the capital
of Pennsylvania,  and the government represents the area's largest employer. The
Harrisburg market is served by five commercial television stations, one of which
is a VHF station.

KATV: Little Rock, Arkansas

Acquired by the Company in 1983, KATV is an ABC network affiliate pursuant to an
affiliation  agreement  that expires on July 31, 2005. The Station's FCC license
expires on June 1, 2005.  The Little Rock market is the 56th largest  DMA,  with
approximately  520,000  television  households.  The  Little  Rock  market has a
diversified economy,  both serving as the seat of state and local government and
home to  commercial  businesses.  The  Little  Rock  market  is  served  by five
commercial television stations.


                                      -8-
<PAGE>

Capitalizing  on its exclusive  rights to the University of Arkansas  basketball
and football  schedules through the year 2003, KATV launched ARSN in Fiscal 1994
by entering into  programming  sublicense  agreements with a network of 72 radio
stations in six states.  Certain broadcast  television,  cable  pay-per-view and
home video rights are also controlled by ARSN.

KTUL: Tulsa, Oklahoma

Acquired by the Company in 1983, KTUL is an ABC network affiliate pursuant to an
affiliation  agreement  that expires on July 31, 2005. The Station's FCC license
expires  on  June 1,  2006.  Tulsa,  Oklahoma  is the  59th  largest  DMA,  with
approximately 503,000 television  households.  The Tulsa market is served by six
commercial television stations.

WSET: Roanoke-Lynchburg, Virginia

Acquired by the Company in 1996, WSET has been indirectly  owned and operated by
Joe L. Allbritton since 1976. The Station is an ABC network  affiliate  pursuant
to an affiliation  agreement  that expires on July 31, 2005.  WSET's FCC license
expires on October 1, 2004. The hyphenated  central Virginia market comprised of
Lynchburg,  Roanoke and  Danville is the 67th largest  DMA,  with  approximately
423,000  television  households.  The Lynchburg DMA is served by four commercial
television stations.

WCIV: Charleston, South Carolina

Acquired by the Company in 1996, WCIV has been indirectly  owned and operated by
Joe L.  Allbritton  since 1976.  The Station is an ABC affiliate  pursuant to an
affiliation  agreement  that  expires on August  20,  2006.  WCIV's FCC  license
expires on December 1, 2004.  Charleston,  South  Carolina is the 108th  largest
DMA, with  approximately  248,000 television  households.  The Charleston DMA is
served by five commercial television stations.


Network Affiliation Agreements and Relationship

WJLA,  WBMA/WCFT/WJSU,   WHTM,  KATV,  KTUL,  WSET  and  WCIV  are  ABC  network
affiliates:  their  current  affiliation  agreements  expire  October  1,  2005,
September 1, 2006,  January 1, 2005, July 31, 2005, July 31, 2005, July 31, 2005
and August 20, 2006,  respectively.  ABC has routinely  renewed the  affiliation
agreements  with these stations;  however,  there can be no assurance that these
affiliation  agreements  will be renewed in the  future.  As one of the  largest
group  owners of ABC network  affiliates  in the nation,  ACC believes it enjoys
excellent relations with the ABC network.

Generally,  each affiliation  agreement provides the Company's stations with the
right to broadcast programs  transmitted by the network that includes designated
advertising time the revenue from which the network  retains.  For every hour or
fraction thereof that the station elects to broadcast network  programming,  the
network  pays  the  station  compensation,  as  specified  in  each  affiliation
agreement,  or as  agreed  upon  by the  network  and the  stations.  Typically,
prime-time  programming

                                      -9-
<PAGE>

generates  the highest  hourly  rates.  Under  specified  conditions,  rates are
subject  to  increase  or  decrease  by the  network  during  the  term  of each
affiliation  agreement,   with  provisions  for  advance  notice  and  right  of
termination on behalf of the station in the event of a reduction in rates.

Effective August 11, 1999, the Company's network affiliation agreements with ABC
were amended.  Under the amendments,  ABC will, for a three-year period, provide
the  Company's   stations  with   additional   prime-time   inventory,   limited
participation  rights in a new cable  television  "soap"  channel,  and enhanced
program exclusivity and commercial  inventory guarantees in exchange for reduced
annual network  compensation,  the return of certain Saturday morning  inventory
from the stations, and more flexibility in repurposing of ABC programming.

Competition

Competition  in the television  industry,  including each of the market areas in
which the Company's stations compete, takes place on several levels: competition
for audience,  competition for programming  (including news) and competition for
advertisers.  Additional factors material to a television station's  competitive
position  include  signal  coverage  and  assigned  frequency.   The  television
broadcasting  industry  is  continually  faced  with  technological  change  and
innovation,  the possible rise or fall in popularity of competing  entertainment
and communications media and actions of federal regulatory bodies, including the
FCC, any of which could possibly have a material adverse effect on the Company's
operations.

Audience:  Stations  compete for  audience  on the basis of program  popularity,
which has a direct  effect on  advertising  rates.  A majority of the  Company's
daily programming is supplied by ABC. In those periods, the stations are totally
dependent  upon  the  performance  of the ABC  network  programs  in  attracting
viewers.  Non-network  time  periods  are  programmed  by  the  station  with  a
combination of self-produced news, public affairs and entertainment programming,
including news and syndicated  programs  purchased for cash,  cash and barter or
barter-only.   Independent   stations,   the  number  of  which  has   increased
significantly over the past decade,  have also emerged as viable competitors for
television  viewership share,  particularly as the result of the availability of
first-run network-quality programming from FOX.

The development of methods of television  transmission  other than  over-the-air
broadcasting   and,  in   particular,   the  growth  of  cable   television  has
significantly altered competition for audience share in the television industry.
These  alternative   transmission   methods  can  increase   competition  for  a
broadcasting  station both by bringing into its market area distant broadcasting
signals not otherwise  available to the  station's  audience and by serving as a
distribution   system  for   programming   originated   on  the  cable   system.
Historically, cable operators have not sought to compete with broadcast stations
for a share of the local news audience.  To the extent cable  operators elect to
do so,  increased  competition  for local news  audiences  could have an adverse
effect on the Company's advertising revenues.

                                      -10-
<PAGE>

Other sources of competition include home entertainment systems (including video
cassette recorder and playback systems, videodiscs and television game devices),
multipoint  distribution systems,  multichannel multipoint distribution systems,
wireless cable,  satellite master antenna  television systems and some low-power
and in-home  satellite  services.  The Company's  television  stations also face
competition from  high-powered  direct  broadcast  satellite  services,  such as
DirecTV and Echostar, which transmit programming directly to homes equipped with
special  receiving  antennas or to cable television  systems for transmission to
their subscribers.

Further advances in technology may increase  competition for household audiences
and advertisers.  Video  compression  techniques,  now under development for use
with  current  cable  channels,  internet-relayed  video  and  direct  broadcast
satellites are expected to reduce the bandwidth  required for television  signal
transmission.  These  compression  techniques,  as well as  other  technological
developments,   are  applicable  to  all  video  delivery   systems,   including
over-the-air  broadcasting,  and have the potential to provide  vastly  expanded
programming  to highly  targeted  audiences.  Reduction  in the cost of creating
additional  channel  capacity  could lower entry  barriers  for new channels and
encourage the development of increasingly  specialized niche  programming.  This
ability to reach very  defined  audiences  is expected to alter the  competitive
dynamics  for  advertising  expenditures.  The  Company is unable to predict the
effect that technological changes will have on the broadcast television industry
or the future results of the Company's operations.

Programming:  Competition for  programming  involves  negotiating  with national
program  distributors or syndicators  which sell first-run and rerun packages of
programming.  The Company's stations compete against in-market broadcast station
competitors  for off-network  reruns (such as "Frasier") and first-run  products
(such as "The Oprah Winfrey Show") for exclusive access to those programs. Cable
systems  generally do not compete with local stations for programming,  although
various  national cable  networks from time to time have acquired  programs that
would have otherwise been offered to local television stations.  Competition for
exclusive news stories and features is also endemic to the television industry.

Advertising:  Advertising  rates  are  set  based  upon a  variety  of  factors,
including the size and demographic makeup of the market served by the station, a
program's  popularity  among viewers whom an advertiser  wishes to attract,  the
number of  advertisers  competing for the available  time, the  availability  of
alternative advertising media in the market area, a station's overall ability to
attract viewers in its market area and the station's  ability to attract viewers
among  particular  demographic  groups  that  an  advertiser  may be  targeting.
Advertising  rates are also affected by an aggressive  and  knowledgeable  sales
force and the development of projects, features and programs that tie advertiser
messages  to  programming.   The  Company's   television  stations  compete  for
advertising  revenues with other television stations in their respective markets
as well as with other advertising media, such as newspapers,  radio,  magazines,
outdoor advertising,  transit advertising,  yellow page directories, direct mail
and local cable systems. Competition for advertising dollars in the broadcasting
industry occurs primarily in individual  market areas.  Generally,  a television
broadcasting  station in the market  does not  compete  with  stations  in other
market  areas.  The  Company's   television   stations  are  located  in  highly
competitive market areas.

                                      -11-
<PAGE>

Legislation and Regulation

The  ownership,  operation  and sale of  television  stations are subject to the
jurisdiction   of  the  FCC   under   the   Communications   Act  of  1934  (the
"Communications  Act").  Matters subject to FCC oversight  include,  but are not
limited to, the  assignment  of frequency  bands for broadcast  television;  the
approval of a television station's frequency,  location and operating power; the
issuance,  renewal,  revocation or  modification  of a television  station's FCC
license;  the  approval of changes in the  ownership  or control of a television
station's licensee;  the regulation of equipment used by television stations and
the adoption and  implementation  of  regulations  and policies  concerning  the
ownership,  operation,   programming  and  employment  practices  of  television
stations. The FCC has the power to impose penalties,  including fines or license
revocations, upon a licensee of a television station for violations of the FCC's
rules and regulations.

The following is a brief summary of certain provisions of the Communications Act
and of specific FCC regulations  and policies  affecting  broadcast  television.
Reference  should be made to the  Communications  Act,  FCC rules and the public
notices and rulings of the FCC for further information concerning the nature and
extent of FCC regulation of broadcast television stations.

License Renewal: Broadcast television licenses are generally granted for maximum
terms of eight years.  License terms are subject to renewal upon  application to
the FCC, but they may be renewed for a shorter  period upon a finding by the FCC
that the "public  interest,  convenience and necessity" would be served thereby.
Under the Telecommunications Act of 1996 (the "Telecommunications Act"), the FCC
must grant a renewal  application  if it finds that the  station  has served the
public interest, there have been no serious violations of the Communications Act
or FCC rules, and there have been no other violations of the  Communications Act
or FCC rules by the licensee that, taken together, would constitute a pattern of
abuse. If the licensee fails to meet these requirements, the FCC may either deny
the license or grant it on terms and conditions as are appropriate  after notice
and opportunity for hearing.

In the vast majority of cases,  television broadcast licenses are renewed by the
FCC even when  petitions to deny or  competing  applications  are filed  against
broadcast license renewal applications.  However, there can be no assurance that
each of the Company's  broadcast  licenses will be renewed in the future. All of
the stations' existing licenses were renewed for full terms and are currently in
effect.

Programming and Operation: The Communications Act requires broadcasters to serve
the "public  interest."  Since the late 1970s,  the FCC gradually has relaxed or
eliminated  many of the more  formalized  procedures it had developed to promote
the  broadcast  of certain  types of  programming  responsive  to the needs of a
station's  community  of license.  However,  broadcast  station  licensees  must
continue to present  programming that is responsive to local community problems,
needs  and  interests  and  to  maintain  certain  records   demonstrating  such
responsiveness. Complaints from viewers concerning a station's programming often
will be considered by the FCC when it evaluates  license  renewal  applications,
although  such  complaints  may  be  filed  at any  time  and  generally  may be
considered by the FCC at any time.  Stations also must follow  various FCC

                                      -12-
<PAGE>

rules that  regulate,  among other things,  political  advertising,  sponsorship
identifications,  the  advertisements  of contests  and  lotteries,  obscene and
indecent  broadcasts  and  technical  operations,   including  limits  on  radio
frequency  radiation.  The FCC also has  adopted  rules  that  place  additional
obligations on television  station  operators for maximum amounts of advertising
and minimum amounts of programming  specifically  targeted for children, as well
as additional public information and reporting requirements.

Digital  Television:   The  FCC  has  adopted  rules  for  implementing  digital
(including  high-definition)  television  ("DTV")  service in the United States.
Implementation   of  DTV  is  intended  to  improve  the  technical  quality  of
television.  Under certain circumstances,  however, conversion to DTV operations
may reduce a station's geographical coverage area. The FCC has allotted a second
broadcast  channel to each  full-power  commercial  television  station  for DTV
operation.  The FCC's  DTV  allotment  plan is based on the use of a "core"  DTV
spectrum  between  channels 2 and 51.  Under the FCC's rules,  stations  will be
required  to  phase-in  their  DTV  operations  on  the  second  channel  over a
transition  period and to surrender  their non-DTV  channel  later.  The FCC has
adopted  standards for the  transmission  of DTV signals.  These  standards will
serve as the basis for the phased conversion to digital transmission.

The FCC established  May 1, 2002 as the date by which all commercial  television
stations  are to have  implemented  DTV service.  The  Company's  stations  were
assigned the following digital channel allocations by the FCC: WJLA-39, WCFT-34,
WJSU-58,  WHTM-57,  KATV-22,  KTUL-58,  WSET-56 and  WCIV-53.  Of the  Company's
stations,  WJLA is currently  operating  on its  assigned DTV channel.  KATV has
placed orders for equipment,  and management  anticipates that implementation of
DTV service will be completed at this station  during  Fiscal 2002.  Engineering
analyses  with  respect to the digital  channel  allocations  for the  Company's
remaining  stations  revealed  alternate  available  channels  that the  Company
believes would be better suited for these stations' DTV operations. Petitions to
the  FCC  to  modify  the  channel   assignments  have  been  made  as  follows:
WCFT-channel 34 to 3, WJSU-channel 58 to 9, WHTM-channel 57 to 10,  KTUL-channel
58 to10,  WSET-channel  56 to 34 and  WCIV-channel  53 to 34.  Upon grant of the
petitions  to modify the  channel  allocations  and  necessary  applications  to
construct the facilities,  these stations will begin  implementing  DTV service.
The Company  anticipates  regulatory action on its outstanding  petitions during
Fiscal 2002, and  implementation of DTV service at its remaining stations during
Fiscal 2003.  There is no  assurance  that the channel  assignment  modification
petitions  will be  granted,  and as a  result,  construction  on the  initially
assigned channels may be necessary.  The FCC has recognized that, due to exigent
circumstances  relating to tower construction,  equipment availability and other
factors,  extensions  of  the  May 1,  2002  digital  operations  date  will  be
necessary,  and  the FCC has  adopted  streamlined  procedures  to  affect  such
extensions.

Implementation  of DTV  service  will  impose  substantial  additional  costs on
television  stations  providing the new service  because of the need to purchase
additional  equipment  and because some  stations will need to operate at higher
utility costs. There can be no assurance that the Company's  television stations
will be able to increase  revenue to offset such costs. The Company is unable to
predict what future actions the FCC might take with respect to DTV service,  nor
can the Company

                                      -13-
<PAGE>

predict the effect of the FCC's present DTV  implementation  plan or such future
actions on its  business.  The  Company  will incur  significant  expense in the
conversion  to DTV  operations  and is unable to predict the extent or timing of
consumer demand for any such DTV services.

Ownership  Matters:  The Communications Act contains a number of restrictions on
the ownership and control of broadcast licenses.  Together with the FCC's rules,
it places limitations on alien ownership;  common ownership of broadcast,  cable
and  newspaper  properties;  and  ownership  by those  persons  not  having  the
requisite  "character"  qualifications and those persons holding  "attributable"
interests in the license.

The FCC's television  national multiple ownership rules limit the audience reach
of television stations in which any entity may hold an attributable  interest to
35 percent of total United States  audience  reach.  The FCC's local  television
multiple  ownership  rule, the "Duopoly" rule, was revised in September 1999 and
now generally permits ownership of attributable  interests by a single entity in
no more  than two  television  stations  which  serve the same DMA  unless  both
stations  are among  the top four  rated in the  market or there are fewer  than
eight,  full power,  independently  owned television  stations  remaining in the
market.

The FCC generally applies its ownership limits to "attributable"  interests held
by an individual,  corporation,  partnership or other association. When applying
its multiple  ownership or cross-ownership  rules, the FCC generally  attributes
the  interests of corporate  licensees to the holders of corporate  interests as
follows:  (i) any  voting  interest  amounting  to five  percent  or more of the
outstanding  voting power of the corporate  broadcast licensee generally will be
attributable;  (ii) in  general,  no minority  voting  stock  interests  will be
attributable  if there is a single  holder of more  than  fifty  percent  of the
outstanding voting power of a corporate  broadcast  licensee;  (iii) in general,
certain  investment  companies,  insurance  companies  and banks  holding  stock
through their trust  departments in trust accounts will be considered to have an
attributable  interest  only  if  they  hold  twenty  percent  or  more  of  the
outstanding  voting power of a corporate  broadcast  licensee;  and (iv) certain
local media competitors (including broadcasters, cable operators and newspapers)
and programmers that supply more than 15 percent of a station's weekly broadcast
hours will also be attributed  with ownership of the station if that entity also
has a  combination  of debt and equity  holdings  of the  station  exceeding  33
percent of the total asset value of the station. Furthermore, corporate officers
and  directors  and  general  partners  and  uninsulated   limited  partners  of
partnerships  are  personally   attributed  with  the  media  interests  of  the
corporations or partnerships of which they are officers,  directors or partners.
In the case of corporations  controlling  broadcast licenses through one or more
intermediate   entities,   similar  attribution  standards  generally  apply  to
stockholders, officers and directors of such corporations.

In  light  of  the  FCC's  multiple  ownership  and  cross-ownership  rules,  an
individual or entity that acquires an  attributable  interest in the Company may
violate the FCC's rules if that  acquirer also has an  attributable  interest in
other  television or radio  stations,  or in cable  television  systems or daily
newspapers,  depending on the number and  location of those radio or  television
stations,  cable television  systems or daily newspapers.  Such an acquirer also
may be restricted  in the  companies in which it may invest,  to the extent that
those  investments  give rise to an attributable  interest.  If an

                                      -14-
<PAGE>

individual or entity with an attributable  interest in the Company  violates any
of these ownership  rules,  the Company may be unable to obtain from the FCC the
authorizations needed to conduct its television station business,  may be unable
to obtain FCC consents for certain future acquisitions,  may be unable to obtain
renewals  of  its  licenses  and  may  be  subject  to  other  material  adverse
consequences.

Additional  Competition in the Video Services Industry:  The  Telecommunications
Act also  eliminates  the  overall ban on  telephone  companies  offering  video
services and permits the  ownership of cable  television  companies by telephone
companies  in their  service  areas (or vice  versa) in  certain  circumstances.
Telephone companies providing such video services will be regulated according to
the transmission  technology they use. The  Telecommunications  Act also permits
telephone  companies to hold an ownership  interest in the  programming  carried
over such systems. Although the Company cannot predict the effect of the removal
of these  barriers to  telephone  company  participation  in the video  services
industry,  it may have the effect of increasing  competition  in the  television
broadcast industry in which the Company operates.

Other  Legislation:  The foregoing does not purport to be a complete  summary of
all the  provisions  of the  Telecommunications  Act or of the  regulations  and
policies of the FCC thereunder.  Congress and the FCC have under  consideration,
and in the future may consider and adopt,  (i) other  changes to existing  laws,
regulations and policies or (ii) new laws,  regulations and policies regarding a
wide  variety  of  matters  that  could  affect,  directly  or  indirectly,  the
operation,  ownership and  profitability  of the Company's  broadcast  stations.
Also,  certain of the foregoing  matters are now, or may become,  the subject of
court  litigation,  and the  Company  cannot  predict  the  outcome  of any such
litigation or the impact on its business.

Employees

As of September 30, 2001, the Company  employed in full and part-time  positions
856 persons,  including 170 at WJLA,  132 at KATV, 126 at KTUL, 110 at WHTM, 122
at  WBMA/WCFT/WJSU,  103 at WSET, 81 at WCIV and 12 in its corporate  office. Of
the  employees  at WJLA,  93 are  represented  by  three  unions:  the  American
Federation of Television  and Radio Artists  ("AFTRA"),  the Directors  Guild of
America  ("DGA")  or  the  National   Association  of  Broadcast  Employees  and
Technicians/Communications   Workers   of  America   ("NABET/CWA").   The  AFTRA
collective  bargaining  agreement expires September 30, 2002. The DGA collective
bargaining  agreement  expired  January 16,  2000,  and a  successor  collective
bargaining  agreement is currently being  negotiated.  The NABET/CWA  collective
bargaining  agreement  expired  June 1,  1995.  Members  of this union have been
working under a contract  implemented by WJLA after impasse in its negotiations,
effective  February  1,  1999,  and a new  collective  bargaining  agreement  is
currently under negotiation.  No employees of the Company's other owned stations
are represented by unions. The Company believes its relations with its employees
are satisfactory.



                                      -15-
<PAGE>


                               ITEM 2. PROPERTIES


The Company maintains its corporate headquarters in Washington,  D.C., occupying
leased office space of approximately 9,300 square feet.

The  types of  properties  required  to  support  each of the  stations  include
offices, studios, transmitter sites and antenna sites. The stations' studios are
co-located with their office space while transmitter sites and antenna sites are
generally  located  away from the  studios in  locations  determined  to provide
maximum market signal coverage.

The  following  table  describes  the general  characteristics  of the Company's
principal real property:


                                      -16-
<PAGE>

<TABLE>
<CAPTION>
                                                               Approximate    Lease Expiration
Facility                  Market/Use         Ownership            Size              Date
--------                  ----------         ---------            ----              ----
<S>                   <C>                   <C>              <C>               <C>
WJLA                  Washington, D.C.
                      Office/Studio         Leased           88,828 sq. ft.    12/16/03
                      Tower/Transmitter     Joint Venture    108,000 sq. ft.      N/A

WHTM                  Harrisburg, PA
                      Office/Studio         Owned            14,000 sq. ft.       N/A
                      Tower/Transmitter     Owned            2,801 sq. ft.        N/A
                      Adjacent Land         Leased           6,808 sq. ft.     10/31/05

                      York, PA
                      Office/Studio         Leased           1,200 sq. ft.      7/01/06

KATV                  Little Rock, AR
                      Office/Studio         Owned            20,500 sq. ft.       N/A
                      Office/Studio         Leased           1,500 sq. ft.      1/31/03
                      Tower/Transmitter     Owned            188 Acres            N/A
                      Annex/Garage          Owned            67,400 sq. ft.       N/A

KTUL                  Tulsa, OK
                      Office/Studio         Owned            13,520 sq. ft.      N/A
                      Tower/Transmitter     Owned            160 acres           N/A
                      Tower                 Leased           1 acre             5/30/05

WSET                  Lynchburg, VA
                      Office/Studio         Owned            15,500 sq. ft.      N/A
                      Tower/Transmitter     Owned            2,700 sq. ft.       N/A

                      Danville, VA
                      Office/Studio         Leased           2,150 sq. ft.      2/28/03

WCIV                  Mt. Pleasant, SC
                      Office/Studio         Owned            21,700 sq. ft.      N/A
                      Tower/Transmitter     Leased           2,000 sq. ft.      8/31/06

WBMA/WCFT/WJSU        Birmingham, AL
                      Office/Studio         Leased           26,357 sq. ft      9/30/06
                      Satellite Dish Farm   Leased           0.5 acres          9/30/06
                      Tower/Relay-Pelham    Leased           .08 acres         10/31/01
                      Tower/Relay-Red Mtn.  Owned            .21 acres           N/A

                      Tuscaloosa, AL
                      Office/Studio         Owned            9,475 sq. ft.        N/A
                      Tower-Tuscaloosa      Owned            10.5 acres           N/A
                      Tower-AmSouth         Leased           134.3 acres        4/30/06

                      Anniston, AL
                      Office/Studio         Leased           7,273 sq. ft.     6 months notice
                      Tower-Blue Mtn.       Owned            1.7 acres            N/A
                      Gadsden Office        Leased           1,000 sq. ft.     Monthly
                      Tower-Bald Rock       Leased           1 acre             8/29/16

</TABLE>

                                          -17-
<PAGE>

                            ITEM 3. LEGAL PROCEEDINGS


The Company currently and from time to time is involved in litigation incidental
to the conduct of its business, including suits based on defamation. The Company
is not currently a party to any lawsuit or proceeding  which,  in the opinion of
management,  if  decided  adverse  to the  Company,  would be  likely  to have a
material  adverse  effect on the  Company's  consolidated  financial  condition,
results of operations or cash flows.


                       ITEM 4. SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS

Not Applicable.


                                     PART II

                ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS

Not Applicable.



                                      -18-
<PAGE>

                  ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
                             (Dollars in thousands)

The selected  consolidated  financial  data below should be read in  conjunction
with the Company's  Consolidated Financial Statements and notes thereto included
elsewhere  in this  Report.  The selected  consolidated  financial  data for the
fiscal years ended  September 30, 1997,  1998,  1999,  2000 and 2001 are derived
from the Company's audited Consolidated Financial Statements.
<TABLE>
<CAPTION>

                                                           Fiscal Year Ended September 30,
                                                           -------------------------------
                                          1997           1998           1999           2000           2001
                                          ----           ----           ----           ----           ----

Statement of Operations Data:
<S>                                     <C>            <C>            <C>            <C>            <C>
Operating revenues, net ..............  $172,828       $182,484       $187,288       $205,307       $190,618
Television operating expenses,
    excluding depreciation and
    amortization .....................   105,630        106,147        109,549        113,617        112,865
Depreciation and amortization ........    19,652         18,922         17,471         15,660         14,271
Corporate expenses ...................     4,382          4,568          4,339          4,873          5,641
Operating income .....................    43,164         52,847         55,929         71,157         57,841
Interest expense .....................    42,870         44,340         42,154         42,212         41,682
Interest income ......................     2,433          3,339          2,760          2,893          2,798
Income before extraordinary
    items ............................       424          5,746          8,628         17,184         10,644
Extraordinary loss<F1> ...............        --         (5,155)            --             --             --
Net income ...........................       424            591          8,628         17,184         10,644

                                                                 As of September 30,
                                                                 -------------------
                                          1997           1998           1999           2000           2001
                                          ----           ----           ----           ----           ----

Balance Sheet Data:
Total assets .........................  $280,977       $279,521       $275,868       $269,934       $255,947
Total debt<F2> .......................   415,722        429,691        429,629        427,729        426,860
Stockholder's investment .............  (185,563)      (203,776)      (211,347)      (219,896)      (232,832)

                                                           Fiscal Year Ended September 30,
                                                           -------------------------------
                                          1997           1998           1999           2000           2001
                                          ----           ----           ----           ----           ----

Cash Flow Data<F3>:
Cash flow from operating
     activities ......................   $15,551        $28,022        $28,302        $33,579        $27,530
Cash flow from investing activities ..   (17,363)        (8,190)        (9,809)        (8,354)        (5,684)
Cash flow from financing activities ..    (2,875)       (13,404)       (17,905)       (27,749)       (26,119)

                                                           Fiscal Year Ended September 30,
                                                           -------------------------------
                                          1997           1998           1999           2000           2001
                                          ----           ----           ----           ----           ----

Financial Ratios and Other Data:
Operating Cash Flow<F4> ..............   $62,816        $71,769        $73,400        $86,817        $72,112
Operating Cash Flow Margin<F5> .......     36.3%          39.3%          39.2%          42.3%          37.8%
Capital expenditures .................    12,140          8,557          9,849          5,048          5,711

                                                    -19-
<PAGE>

<FN>

<F1>    The  extraordinary  loss  during  Fiscal  1998  resulted  from the early
        repayment of long-term debt.
<F2>    Total debt is defined as long-term debt  (including the current  portion
        thereof,  and  net of  discount),  short-term  debt  and  capital  lease
        obligations.
<F3>    Cash flows from  operating,  investing  and  financing  activities  were
        determined in accordance with generally accepted accounting  principles.
        See "Consolidated Financial Statements - Consolidated Statements of Cash
        Flows".
<F4>    "Operating Cash Flow" is defined as operating  income plus  depreciation
        and  amortization.  Programming  expenses  are  included  in  television
        operating  expenses.  The Company has included  Operating Cash Flow data
        because it understands  that such data is used by investors to measure a
        company's  ability to fund its  operations  and service debt.  Operating
        Cash Flow does not  purport  to  represent  cash  flows  from  operating
        activities  determined in accordance with generally accepted  accounting
        principles as reflected in the Consolidated Financial Statements, is not
        a measure of financial  performance under generally accepted  accounting
        principles, should not be considered in isolation or as a substitute for
        net  income  or cash  flows  from  operating  activities  and may not be
        comparable to similar measures reported by other companies.
<F5>    "Operating  Cash Flow  Margin" is defined  as  Operating  Cash Flow as a
        percentage of operating revenues, net.

</FN>
</TABLE>

                                      -20-
<PAGE>

                  ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                             (Dollars in thousands)


General Factors Affecting the Company's Business

The  Company  owns ABC  network-affiliated  television  stations  serving  seven
diverse  geographic  markets:  WJLA in  Washington,  D.C.;  WCFT in  Tuscaloosa,
Alabama,  WJSU in Anniston,  Alabama and WBMA-LP, a low power television station
licensed to  Birmingham,  Alabama (the Company  operates WCFT and WJSU in tandem
with  WBMA-LP  serving the viewers of the  Birmingham,  Tuscaloosa  and Anniston
market); WHTM in Harrisburg,  Pennsylvania;  KATV in Little Rock, Arkansas; KTUL
in Tulsa, Oklahoma; WSET in Lynchburg,  Virginia; and WCIV in Charleston,  South
Carolina.

The  Company  previously  programmed  WJSU  pursuant  to the  Anniston  LMA.  In
connection with the Anniston LMA, the Company entered into an option to purchase
the  assets  of WJSU.  The  Company  exercised  its  option to  acquire  WJSU on
September  14,  1999 and  completed  the  acquisition  on March  22,  2000.  The
consolidated results of operations of the Company include operating revenues and
operating  expenses of WJSU from December 29, 1995 to March 21, 2000 pursuant to
the terms of the  Anniston  LMA,  and since March 22, 2000 as an owned  station.
Upon  acquisition  of WJSU,  the  Company  was no  longer  required  to pay fees
approximating  $360 annually that were paid in  connection  with the  previously
existing local marketing agreement.

The  operating  revenues  of the Company  are  derived  from local and  national
advertisers  and,  to a much  lesser  extent,  from  the  networks  and  program
syndicators  for the broadcast of programming  and from other  broadcast-related
activities.  The primary  operating  expenses  involved in owning and  operating
television  stations are employee  compensation,  programming,  news  gathering,
production, promotion and the solicitation of advertising.

Television  stations  receive revenues for advertising sold for placement within
and  adjoining  locally  originated  programming  and  adjoining  their  network
programming.  Advertising  rates  are  set  based  upon a  variety  of  factors,
including the size and demographic makeup of the market served by the station, a
program's  popularity  among viewers whom an advertiser  wishes to attract,  the
number of  advertisers  competing for the available  time, the  availability  of
alternative advertising media in the market area, a station's overall ability to
attract viewers in its market area and the station's  ability to attract viewers
among  particular  demographic  groups  that  an  advertiser  may be  targeting.
Advertising  rates are also affected by an aggressive  and  knowledgeable  sales
force and the development of projects, features and programs that tie advertiser
messages to programming.

The Company's  advertising revenues are generally highest in the first and third
quarters of each fiscal year, due in part to increases in retail  advertising in
the period leading up to and including the holiday season and active advertising
in the spring.  The fluctuation in the Company's  operating results is generally
related to fluctuations in the revenue cycle. In addition,  advertising revenues
are

                                      -21-
<PAGE>

generally higher during election years due to spending by political  candidates,
which is  typically  heaviest  during  the  Company's  first and  fourth  fiscal
quarters.  During years in which  Olympic  Games are held,  there is  additional
demand for  advertising  time and, as a result,  increased  advertising  revenue
associated with Olympic broadcasts. The 2000 Summer Olympic Games were broadcast
by NBC in  September  2000 in  connection  with NBC's United  States  television
rights to the Olympic Games which extend through 2008.

The  broadcast  television  industry is cyclical  in nature,  being  affected by
prevailing  economic  conditions.   Because  the  Company  relies  on  sales  of
advertising time for  substantially  all of its revenues,  its operating results
are sensitive to general economic  conditions and regional conditions in each of
the local market areas in which the Company's stations operate. For Fiscal 1999,
2000 and 2001, WJLA accounted for approximately  one-half of the Company's total
revenues.  As a result, the Company's results of operations are highly dependent
on WJLA and, in turn, the Washington,  D.C. economy and, to a lesser extent,  on
each of the other local economies in which the Company's  stations operate.  The
Company is also dependent on automotive-related advertising.  Approximately 25%,
26% and 27% of the  Company's  total  broadcast  revenues  for the  years  ended
September 30, 1999, 2000 and 2001, respectively, consisted of automotive-related
advertising.  A  significant  decrease in such  advertising  in the future could
materially and adversely affect the Company's operating results.


                                      -22-
<PAGE>

Operating Revenues

 The following table depicts the principal types of operating  revenues,  net of
agency  commissions,  earned by the  Company  for each of the last three  fiscal
years and the percentage contribution of each to the total broadcast revenues of
the Company, before fees.

<TABLE>
<CAPTION>

                                                 Fiscal Year Ended September 30,
                                                 -------------------------------
                                      1999                    2000                    2001
                                      ----                    ----                    ----
                               Dollars    Percent      Dollars    Percent      Dollars    Percent
                               -------    -------      -------    -------      -------    -------

<S>                           <C>         <C>         <C>         <C>         <C>         <C>
Local/regional<F1> .........  $ 94,393     48.8%      $101,619     47.9%      $ 95,069     48.3%
National<F2> ...............    77,077     39.9%        90,168     42.5%        78,225     39.8%
Network compensation<F3> ...     5,668      2.9%         2,930      1.4%         2,975      1.5%
Political<F4> ..............     4,191      2.2%         4,826      2.3%         8,201      4.2%
Trade and barter<F5> .......     8,181      4.2%         8,748      4.1%         7,704      3.9%
Other revenues<F6> .........     3,879      2.0%         3,968      1.8%         4,568      2.3%
                              --------    ------      --------    ------      --------    ------
Broadcast revenues .........   193,389    100.0%       212,259    100.0%       196,742    100.0%
                                          ======                  ======                  ======
Fees<F7> ...................    (6,101)                 (6,952)                 (6,124)
                              --------                --------                --------
Operating revenues, net ....  $187,288                $205,307                $190,618
                              ========                ========                ========

----------
<FN>

<F1>    Represents sale of advertising time to local and regional advertisers or
        agencies representing such advertisers.
<F2>    Represents sale of advertising  time to agencies  representing  national
        advertisers.
<F3>    Represents  payment by networks for  broadcasting  or promoting  network
        programming.
<F4>    Represents sale of advertising time to political advertisers.
<F5>    Represents  value of  commercial  time  exchanged for goods and services
        (trade) or syndicated programs (barter).
<F6>    Represents   miscellaneous  revenue,   principally  from  the  sales  of
        University  of Arkansas  sports  programming  to  advertisers  and radio
        stations  as well as  receipts  from  tower  rental  and  production  of
        commercials.
<F7>    Represents fees paid to national sales representatives and fees paid for
        music licenses.
</FN>
</TABLE>


Local/regional  and  national  advertising   constitute  the  Company's  largest
categories of operating revenues, collectively representing approximately 90% of
the Company's total  broadcast  revenues in each of the last three fiscal years.
Although  the total  percentage  contribution  of  local/regional  and  national
advertising  has been relatively  constant over such period,  the growth rate of
local/regional and national  advertising revenues varies annually based upon the
demand and rates for local/regional advertising time versus national advertising
time in each  of the  Company's  markets.  Local/regional  advertising  revenues
increased  2.2% and 7.7% in Fiscal 1999 and 2000,  respectively,  and  decreased
6.4% in Fiscal 2001. National  advertising  revenues increased 2.0% and 17.0% in
Fiscal 1999 and 2000,  respectively,  and decreased  13.2% in Fiscal 2001.  Each
other  individual  category  of  revenues  represented  less  than  5.0%  of the
Company's total revenues for each of the last three fiscal years.


                                      -23-
<PAGE>

Results of Operations - Fiscal 2001 Compared to Fiscal 2000

As compared to Fiscal 2000, the Company's  results of operations for Fiscal 2001
principally reflect a decrease in net operating revenues. This decrease resulted
from a general weakness in television  advertising,  principally  represented by
decreased national  advertising  revenue in all of the Company's markets as well
as decreased local/regional advertising revenue in the Washington,  D.C. market.
The decreases in national and local/regional advertising revenues were partially
offset by significantly  increased political  advertising revenue in all but one
of the Company's markets.

Additionally,  the  Company's  net  operating  revenues  for  Fiscal  2001  were
adversely  impacted by the tragic  events of  September  11,  2001.  The Company
estimates   that  it  lost   advertising   revenues  of  up  to  $2,500  due  to
commercial-free  news coverage and  advertiser  cancellations  during the period
following September 11, 2001.

Set forth below are  selected  consolidated  financial  data for Fiscal 2000 and
2001, respectively, and the percentage change between the years.
<TABLE>
<CAPTION>

                                           Fiscal Year Ended September 30,
                                           -------------------------------
                                                                          Percentage
                                                 2000          2001         Change
                                                 ----          ----         ------

<S>                                            <C>           <C>           <C>
     Operating revenues, net .............     $205,307      $190,618       (7.2)%
     Total operating expenses ............      134,150       132,777       (1.0)%
                                               --------      --------
     Operating income ....................       71,157        57,841      (18.7)%
     Nonoperating expenses, net ..........       40,723        39,935       (1.9)%
     Income tax provision ................       13,250         7,262      (45.2)%
                                               --------      --------

     Net income ..........................     $ 17,184      $ 10,644      (38.1)%
                                               ========      ========

     Operating cash flow .................     $ 86,817      $ 72,112      (16.9)%
                                               ========      ========
</TABLE>


Net Operating Revenues

Net operating  revenues for Fiscal 2001 totaled $190,618,  a decrease of $14,689
or 7.2%, as compared to Fiscal 2000.  This decrease  resulted  principally  from
decreased national  advertising  revenue in all of the Company's markets as well
as decreased local/regional advertising revenue in the Washington,  D.C. market.
The decreases in national and local/regional advertising revenues were partially
offset by significantly  increased political  advertising revenue in all but one
of the Company's markets.

Additionally,  the  Company's  net  operating  revenues  for  Fiscal  2001  were
adversely  impacted by the tragic  events of  September  11,  2001.  The Company
estimates   that  it  lost   advertising   revenues  of  up  to  $2,500  due  to
commercial-free  news coverage and  advertiser  cancellations  during the period
following September 11, 2001.

                                      -24-
<PAGE>

Local/regional advertising revenues decreased $6,550, or 6.4%, from Fiscal 2000.
The decrease was primarily attributable to decreased local/regional  advertising
revenues in the Washington, D.C. market.

National  advertising  revenues decreased $11,943, or 13.2%, in Fiscal 2001 from
the  prior  fiscal  year.  All of the  Company's  markets  contributed  to  this
decrease. There was a substantial decrease in internet-related advertising which
had  contributed  to the strong  growth of the  Washington,  D.C.  market during
Fiscal 2000.

Political  advertising  revenues  increased by $3,375,  or 69.9%, in Fiscal 2001
from Fiscal 2000.  This increase was primarily due to the national  presidential
election and  high-profile  local  political  races  affecting  the Little Rock,
Washington,  D.C.  and  Lynchburg  markets in November  2000.  The  increase was
partially offset by Fiscal 2000 political advertising leading up to the national
presidential and local elections in November 2000.

No individual  advertiser  accounted for more than 5% of the Company's broadcast
revenues during Fiscal 2001 or 2000.

Total Operating Expenses

Total operating expenses in Fiscal 2001 were $132,777,  a decrease of $1,373, or
1.0%,  compared to total operating expenses of $134,150 in Fiscal 2000. This net
decrease  consisted of a decrease in television  operating  expenses,  excluding
depreciation  and  amortization,   of  $752,  a  decrease  in  depreciation  and
amortization of $1,389 and an increase in corporate expenses of $768.

Television operating expenses, excluding depreciation and amortization,  totaled
$112,865  in  Fiscal  2001,  a  decrease  of $752,  or 0.7%,  when  compared  to
television  operating expenses of $113,617 in Fiscal 2000.  Television operating
expenses during Fiscal 2001 included a decrease in programming  expenses related
to a reduction in the number of one-time and  non-recurring  programming  events
occurring during the first and fourth quarters of Fiscal 2001 as compared to the
same periods in Fiscal 2000.  Excluding  these  expenses  from the prior period,
television operating expenses increased 1.2% during Fiscal 2001.

Depreciation  and  amortization  expense  of $14,271  in Fiscal  2001  decreased
$1,389,  or 8.9%,  from  $15,660 in Fiscal  2000.  The  decrease  was  primarily
attributable  to the  completion of the  acquisition  of WJSU on March 22, 2000.
Prior to March 22, 2000,  the costs to acquire the option to purchase  WJSU were
amortized  over  the  ten-year  term  of the  option.  Since  completion  of the
acquisition, the portion of the purchase price assigned to the broadcast license
of WJSU is being amortized over its estimated useful life of 40 years.

Corporate  expenses in Fiscal 2001 increased  $768, or 15.8%,  from Fiscal 2000.
The increase was primarily due to increased personnel and key-man life insurance
expenses.

                                      -25-
<PAGE>

Operating Income

Operating income of $57,841 in Fiscal 2001 decreased $13,316, or 18.7%, compared
to operating  income of $71,157 in Fiscal 2000.  The operating  profit margin in
Fiscal  2001  decreased  to 30.3%  from  34.7% for the prior  fiscal  year.  The
decreases in operating  income and margin were primarily the result of decreased
net operating revenues as discussed above.

Operating Cash Flow

Operating  cash flow  decreased to $72,112 in Fiscal 2001 from $86,817 in Fiscal
2000, a decrease of $14,705, or 16.9%. This decrease was primarily the result of
decreased net operating  revenues as discussed  above. The Company believes that
operating  cash  flow,   defined  as  operating  income  plus  depreciation  and
amortization,  is important in measuring the Company's financial results and its
ability to pay principal and interest on its debt because of the Company's level
of non-cash expenses attributable to depreciation and amortization of intangible
assets.  Operating  cash flow does not  purport  to  represent  cash  flows from
operating activities determined in accordance with generally accepted accounting
principles as reflected in the Company's Consolidated  Financial Statements,  is
not a measure of  financial  performance  under  generally  accepted  accounting
principles,  should not be  considered  in isolation or as a substitute  for net
income or cash flows from  operating  activities  and may not be  comparable  to
similar measures reported by other companies.

Nonoperating Expenses, Net

Interest  expense  decreased  by $530,  or 1.3%,  from $42,212 in Fiscal 2000 to
$41,682 in Fiscal 2001. This decrease was principally due to a decreased average
balance of debt  outstanding  during  Fiscal 2001.  The average  balance of debt
outstanding,  including capital lease obligations, was $445,403 and $441,619 for
Fiscal 2000 and 2001,  respectively,  and the weighted  average interest rate on
debt was 9.4% for each of the years ended September 30, 2000 and 2001.

Income Taxes

The provision for income taxes in Fiscal 2001 of $7,262 decreased by $5,988,  or
45.2%,  when  compared to the  provision  for income  taxes of $13,250 in Fiscal
2000. The decrease was directly  related to the $12,528,  or 41.2%,  decrease in
the Company's income before income taxes as well as the one-time  recognition of
a tax benefit of  approximately  $950 during  Fiscal 2001 due to a court  ruling
which  enabled  the  Company  to  utilize a  previously  unrecognized  local net
operating loss carryforwards.

Net Income

Net income for Fiscal 2001 of $10,644  decreased $6,540, or 38.1%, when compared
to net  income of  $17,184  in Fiscal  2000.  The  decrease  in net  income  was
attributable  to the decline in  operating  results for Fiscal 2001 as discussed
above.

                                      -26-
<PAGE>

Results of Operations - Fiscal 2000 Compared to Fiscal 1999

As compared to Fiscal 1999, the Company's  results of operations for Fiscal 2000
principally  reflect an  increase  in national  and  local/regional  advertising
revenues in the Washington,  D.C. market,  partially offset by decreased network
compensation  revenue and increased  programming and news expenses in a majority
of the Company's markets.

Set forth below are  selected  consolidated  financial  data for Fiscal 1999 and
2000, respectively, and the percentage change between the years.
<TABLE>
<CAPTION>

                                           Fiscal Year Ended September 30,
                                           -------------------------------
                                                                          Percentage
                                                 1999          2000         Change
                                                 ----          ----         ------

<S>                                            <C>           <C>             <C>
     Operating revenues, net .............     $187,288      $205,307         9.6%
     Total operating expenses ............      131,359       134,150         2.1%
                                               --------      --------
     Operating income ....................       55,929        71,157        27.2%
     Nonoperating expenses, net ..........       40,584        40,723         0.3%
     Income tax provision ................        6,717        13,250        97.3%
                                               --------      --------

     Net income ..........................     $  8,628      $ 17,184        99.2%
                                               ========      ========

     Operating cash flow .................     $ 73,400      $ 86,817        18.3%
                                               ========      ========
</TABLE>


Net Operating Revenues

Net operating revenues for Fiscal 2000 totaled $205,307,  an increase of $18,019
or 9.6%, as compared to Fiscal 1999.  This increase  resulted  principally  from
increased  national  and  local/regional  advertising  revenue in the  Company's
Washington,  D.C.  market,  partially offset by decreased  network  compensation
revenue.

Local/regional advertising revenues increased $7,226, or 7.7%, over Fiscal 1999.
The increase was primarily  attributable  to an improvement  in the  Washington,
D.C. local/regional advertising market.

National  advertising  revenues increased $13,091, or 17.0%, in Fiscal 2000 over
the prior fiscal year. All of the Company's stations  experienced an increase in
national  advertising  revenues  during Fiscal 2000,  with the overall  increase
being  primarily  attributable  to an  improvement in the  Washington,  D.C. and
Harrisburg national advertising markets.  Strong  internet-related  advertising,
particularly  during  the first  quarter  of  Fiscal  2000,  contributed  to the
improvement in the Washington, D.C. national advertising market.


                                      -27-
<PAGE>

Network  compensation  revenue decreased $2,738, or 48.3%, from Fiscal 1999. The
decrease was  principally  due to the effect of the  amendment of the  Company's
network affiliation  agreements with ABC in August 1999. This decrease was fully
offset by local/regional  and national  advertising  revenues generated from the
sale of additional  prime-time inventory obtained as part of the amendment.  See
"Business - Network Affiliation Agreements and Relationship".

Political  advertising revenues increased by $635, or 15.2%, in Fiscal 2000 from
Fiscal  1999.   This  increase  was  primarily  due  to  Fiscal  2000  political
advertising leading up to the national  presidential election as well as various
high-profile local elections in certain of the Company's markets that took place
in November  2000.  The increase was partially  offset by Fiscal 1999  political
advertising  related  to various  high-profile  local  elections  in many of the
Company's markets that took place in November 1998.

No individual  advertiser  accounted for more than 5% of the Company's broadcast
revenues during Fiscal 2000 or 1999.

Total Operating Expenses

Total operating expenses in Fiscal 2000 were $134,150, an increase of $2,791, or
2.1%,  compared to total operating expenses of $131,359 in Fiscal 1999. This net
increase consisted of an increase in television  operating  expenses,  excluding
depreciation  and  amortization,  of $4,068,  a  decrease  in  depreciation  and
amortization of $1,811 and an increase in corporate expenses of $534.

Television operating expenses, excluding depreciation and amortization,  totaled
$113,617  in Fiscal  2000,  an  increase of $4,068,  or 3.7%,  when  compared to
television  operating  expenses  of  $109,549 in Fiscal  1999.  This  television
operating expense increase was primarily  attributable to increased  programming
and news  expenses  across a majority of the Company's  stations.  The increased
programming   expenses  during  Fiscal  2000  included   certain   one-time  and
non-recurring programming events occurring during the first and fourth quarters.
Excluding these expenses,  television  operating  expenses increased 2.3% during
Fiscal 2000.

Depreciation  and  amortization  expense  of $15,660  in Fiscal  2000  decreased
$1,811,  or 10.4%,  from  $17,471 in Fiscal 1999.  The  decrease  was  primarily
attributable to decreased  depreciation on the assets acquired in Birmingham and
Harrisburg  during Fiscal 1996.  Additionally,  amortization  expense  decreased
during Fiscal 2000 as a result of the  completion of the  acquisition of WJSU on
March 22,  2000.  Prior to March 22,  2000,  the costs to acquire  the option to
purchase  WJSU  were  amortized  over the  ten-year  term of the  option.  Since
completion of the acquisition, the portion of the purchase price assigned to the
broadcast  license of WJSU is being amortized over its estimated  useful life of
40 years.

Corporate  expenses in Fiscal 2000 increased  $534, or 12.3%,  from Fiscal 1999.
The increase was primarily due to increased key-man life insurance expense.

                                      -28-
<PAGE>

Operating Income

Operating income of $71,157 in Fiscal 2000 increased $15,228, or 27.2%, compared
to operating  income of $55,929 in Fiscal 1999.  The operating  profit margin in
Fiscal  2000  increased  to 34.7%  from  29.9% for the prior  fiscal  year.  The
increases  in  operating  income  and margin  were the  result of net  operating
revenues increasing more than total operating expenses as discussed above.

Operating Cash Flow

Operating  cash flow  increased to $86,817 in Fiscal 2000 from $73,400 in Fiscal
1999,  an increase  of  $13,417,  or 18.3%.  This  increase  was a result of net
operating  revenues  increasing  more  than  television  operating  expenses  as
discussed  above.  The Company  believes that  operating  cash flow,  defined as
operating income plus depreciation and  amortization,  is important in measuring
the Company's financial results and its ability to pay principal and interest on
its debt because of the Company's  level of non-cash  expenses  attributable  to
depreciation and amortization of intangible assets. Operating cash flow does not
purport  to  represent  cash  flows  from  operating  activities  determined  in
accordance  with generally  accepted  accounting  principles as reflected in the
Company's  Consolidated  Financial  Statements,  is not a measure  of  financial
performance  under  generally  accepted  accounting  principles,  should  not be
considered  in isolation  or as a  substitute  for net income or cash flows from
operating  activities and may not be comparable to similar measures  reported by
other companies.

Nonoperating Expenses, Net

Interest  expense  increased  by $58 from  $42,154 in Fiscal  1999 to $42,212 in
Fiscal 2000. The average balance of debt  outstanding,  including  capital lease
obligations,  was $447,078 and $445,403 for Fiscal 1999 and 2000,  respectively,
and the weighted average interest rate on debt was 9.35% and 9.39% for the years
ended September 30, 1999 and 2000, respectively.

Income Taxes

The provision for income taxes in Fiscal 2000 of $13,250 increased by $6,533, or
97.3%, when compared to the provision for income taxes of $6,717 in Fiscal 1999.
The increase was directly related to the $15,089,  or 98.3%,  increase in income
before income taxes.

Net Income

Net income for Fiscal 2000 of $17,184  increased $8,556, or 99.2%, when compared
to net  income  of $8,628  in  Fiscal  1999.  The  increase  in net  income  was
attributable  to the  improved  operating  results for Fiscal 2000 as  discussed
above.

                                      -29-
<PAGE>

Liquidity and Capital Resources

Cash Provided by Operations

The Company's  principal  source of working capital is cash flow from operations
and  borrowings  under  its  revolving  credit  facility.  As  reported  in  the
Consolidated  Statements  of Cash  Flows,  the  Company's  net cash  provided by
operating  activities  was  $33,579  and  $27,530  for  Fiscal  2000  and  2001,
respectively.  The $6,049  decrease in cash flows from operating  activities was
primarily due to the $6,540 decrease in net income as well as changes in program
rights  payable and  accounts  receivable.  The Company  made cash  payments for
programming  of  approximately   $24,000  during  Fiscal  2001  as  compared  to
approximately $20,500 during Fiscal 2000. This resulted in a decrease in program
rights  payable of $1,120  during  Fiscal  2001 as  compared  to an  increase in
program rights payable of $2,432 during Fiscal 2000. These changes in net income
and  program  rights  payable  were  partially  offset by a decrease in accounts
receivable  of $2,402  during  Fiscal  2001 as compared to an increase in Fiscal
2000 of $3,183.  Accounts  receivable  increased  during  Fiscal 2000 due to the
related revenue increase, while accounts receivable decreased during Fiscal 2001
due to the related revenue decrease.

Distributions to Related Parties

The  Company  periodically  makes  advances  in the  form  of  distributions  to
Perpetual. For Fiscal 1999, 2000 and 2001, the Company made cash advances net of
repayments  to Perpetual  of $16,199,  $25,733 and  $23,580,  respectively.  The
advances to Perpetual  are  non-interest  bearing  and, as such,  do not reflect
market  rates  of  interest-bearing  loans to  unaffiliated  third  parties.  In
addition,  during  Fiscal  1999,  2000 and 2001,  the  Company  was  charged  by
Perpetual  and made  payments to  Perpetual  for federal and state  income taxes
totaling $4,328, $8,808 and $4,500, respectively.

At present,  the primary  sources of  repayment  of net  advances is through the
ability of the Company to pay dividends or make other  distributions,  and there
is no immediate intent for the amounts to be repaid. Accordingly, these advances
have been treated as a reduction of  stockholder's  investment and are described
as "distributions" in the Company's Consolidated Financial Statements.

During Fiscal 1991,  the Company made a $20,000  11.06% loan to Allnewsco.  This
amount has been reflected in the Company's  Consolidated Financial Statements on
a  consistent  basis with  other  distributions  to owners.  The loan had stated
repayment terms  consisting of annual  principal  installments of  approximately
$2,220  commencing  January 1997  through  January 2005 and payments of interest
semi-annually.  During Fiscal 1997 and 1998, the Company  deferred the first two
annual principal  installment  payments  pending  renegotiation of the repayment
terms.  Effective July 1, 1998, the note was amended to extend the maturity date
to January 2008 and defer all principal  installments  until maturity,  with the
principal balance also due upon demand. In exchange for the amendment, Allnewsco
paid  to the  Company  the  amount  of  $650.  Interest  payments  on  the  loan
approximate  $2,200  annually and have been made in accordance with the terms of
the note.  The Company  expects it will  continue to receive such  payments on a
current  basis.  To date,  interest

                                      -30-
<PAGE>

payments  from  Allnewsco  have  been  funded  by  advances  from  Perpetual  to
Allnewsco. The Company anticipates that at least a portion of such payments will
be funded in a similar manner for the foreseeable future.  However, there can be
no assurance that Allnewsco will have the ability to make such interest payments
in the future.

Under  the  terms  of  the  Company's  borrowing  agreements,  future  advances,
distributions   and  dividends  to  related   parties  are  subject  to  certain
restrictions.  The Company  anticipates that, subject to such restrictions,  ACC
will make  distributions and loans to related parties in the future.  Subsequent
to September 30, 2001 and through  November 14, 2001,  the Company  received net
repayments of distributions to owners of $611.

Indebtedness

The  Company's  total debt,  including  the current  portion of long-term  debt,
decreased from $427,729 at September 30, 2000 to $426,860 at September 30, 2001.
This debt, net of applicable discounts, consists of $274,283 of the 9.75% Senior
Subordinated  Debentures  due November 30, 2007;  $150,000 of the 8.875%  Senior
Subordinated   Notes  due  February  1,  2008;   and  $2,577  of  capital  lease
obligations.  The  decrease  of $869 in total debt from  September  30,  2000 to
September  30,  2001  was  primarily  due to a net  decrease  in  capital  lease
obligations.

Effective  March 27,  2001,  the Company  entered  into an amended and  restated
revolving  credit  facility in the amount of $50,000.  The amended and  restated
revolving  credit  facility is secured by the pledge of stock of the Company and
its  subsidiaries and matures March 27, 2006.  Interest is payable  quarterly at
various  rates  from prime  plus .25% or LIBOR  plus 1.5%  depending  on certain
financial  operating  tests.  As of September  30,  2001,  there were no amounts
outstanding under the amended and restated revolving credit facility.

Under the existing borrowing  agreements,  the Company is subject to restrictive
covenants which place  limitations upon payments of cash dividends,  issuance of
capital stock, investment transactions, incurrence of additional obligations and
transactions with affiliates.  In addition, under the revolving credit facility,
the  Company  must  maintain   compliance  with  certain  financial   covenants.
Compliance with the financial  covenants is measured at the end of each quarter,
and as of September 30, 2001, the Company was in compliance with those financial
covenants.  The  revolving  credit  facility was amended on December 19, 2001 to
adjust certain of the financial  covenants for the next fiscal year.  Management
believes  that  the  amendment   allows  the  Company   sufficient   operational
flexibility to remain in compliance with the financial covenants. The Company is
also  required to pay a commitment  fee ranging from .5% to .75% per annum based
on the amount of any unused portion of the revolving credit facility.

Other Uses of Cash

During Fiscal 1999, 2000 and 2001, the Company made $11,377,  $5,048 and $6,461,
respectively,  of capital  expenditures,  of which $1,528 and $750 were financed
through capital lease  transactions  during Fiscal 1999 and 2001,  respectively.
The increased level of capital expenditures during Fiscal

                                      -31-
<PAGE>

1999  related   primarily  to  completion  of  the  project   enabling  WJLA  to
simultaneously  broadcast its programming over its second channel  authorized to
transmit a digital  television  signal as well as an expansion to the  Company's
Tulsa  office  and  studio  facility.   The  Company  anticipates  that  capital
expenditures  will  significantly   increase  during  Fiscal  2002  due  to  the
relocation and technical upgrade of WJLA's studio and office facilities. At this
time,  the Company  estimates  that  capital  expenditures  for Fiscal 2002 will
approximate  $22,000 and will primarily be for the buildout of studio and office
space and acquisition of technical equipment for WJLA, the implementation of DTV
service at the Company's  Little Rock station and the  acquisition  of technical
equipment  and  vehicles  to support  ongoing  operations  across the  Company's
stations.  Management  expects  that the  source of funds for these  anticipated
capital  expenditures  will be cash  provided by  operations  and capital  lease
transactions.  The Company  has an annually  renewable  lease  credit  facility,
presently  in the  amount  of  $5,000,  for the  purpose  of  financing  capital
expenditures.  Interest rates under the lease credit facility are based upon the
lessor's cost of funds and are fixed over the five-year term of each  respective
lease.  This  facility  expires on June 30,  2002 and is  renewable  annually on
mutually satisfactory terms. The Company currently intends to renew and increase
the amount of this facility.  At September 30, 2001, $750 was outstanding  under
this lease credit  facility,  and $1,827 was outstanding  under a previous lease
credit facility.

The Company  regularly enters into program  contracts for the right to broadcast
television  programs produced by others and program commitments for the right to
broadcast  programs in the future.  Such  programming  commitments are generally
made to replace  expiring or canceled  program rights.  During Fiscal 1999, 2000
and 2001, the Company made cash payments of approximately  $17,200,  $20,500 and
$24,000,  respectively,  for rights to  television  programs.  Cash payments for
programming  increased  $3,300  during  Fiscal  2000 as  compared to Fiscal 1999
primarily due to an increase in programming costs. Cash payments for programming
increased  $3,500 during Fiscal 2001 as compared to Fiscal 2000 primarily due to
the  timing  of cash  payments.  As of  September  30,  2001,  the  Company  had
commitments  to acquire  further  program  rights  through  September  30,  2006
totaling   $47,815  and  anticipates  cash  payments  for  program  rights  will
approximate  $22,000 per year for the foreseeable  future. The Company currently
intends to fund these commitments with cash provided by operations.

The  Company  completed  its  acquisition  of WJSU on March 22, 2000 (See "Owned
and/or   Programmed   Stations  -  WBMA/WCFT/WJSU:   Birmingham   (Anniston  and
Tuscaloosa),  Alabama").  The Company  funded the purchase  price of $3,372 with
cash provided by operations.

Based upon the Company's current level of operations,  management  believes that
available cash,  together with available  borrowings  under the revolving credit
facility  and lease  credit  facility,  will be adequate  to meet the  Company's
anticipated future  requirements for working capital,  capital  expenditures and
scheduled payments of interest on its debt for the next twelve months.

ACC's cash flow from  operations and consequent  ability to service its debt is,
in part,  dependent upon the earnings of its  subsidiaries  and the distribution
(through  dividends  or  otherwise)  of those  earnings  to ACC,  or upon loans,
advances  or  other  payments  of  funds by  those  subsidiaries  to ACC.  As of
September 30, 2001, 75% of the assets of ACC were held by operating subsidiaries
and for

                                      -32-
<PAGE>

Fiscal 2001, approximately 50% of ACC's net operating revenues were derived from
the operations of ACC's subsidiaries.

Income Taxes

The operations of the Company are included in a consolidated  federal income tax
return  filed  by  Perpetual.  In  accordance  with the  terms of a tax  sharing
agreement  between the Company and Perpetual,  the Company is required to pay to
Perpetual  its  federal  income tax  liability,  computed  based upon  statutory
federal income tax rates applied to the Company's  consolidated  taxable income.
The Company  files  separate  state  income tax returns  with the  exception  of
Virginia  which is  included  in a combined  state  income  tax return  filed by
Perpetual.  In  accordance  with the  terms of the tax  sharing  agreement,  the
Company  is  required  to pay to  Perpetual  its  combined  Virginia  income tax
liability,  computed based upon statutory  Virginia  income tax rates applied to
the Company's  combined Virginia net taxable income.  Taxes payable to Perpetual
are not reduced by losses generated in prior years by the Company.  In addition,
the amounts payable by the Company to Perpetual under the tax sharing  agreement
are not reduced if losses of other members of the  Perpetual  group are utilized
to  offset  taxable  income  of  the  Company  for  purposes  of  the  Perpetual
consolidated federal or Virginia state income tax returns.

The provision for income taxes is  determined  in accordance  with  Statement of
Financial  Accounting  Standards (SFAS) No. 109,  "Accounting for Income Taxes,"
which requires that the  consolidated  amount of current and deferred income tax
expense  for a group that files a  consolidated  income tax return be  allocated
among  members  of  the  group  when  those  members  issue  separate  financial
statements.  Perpetual  allocates  a portion  of its  consolidated  current  and
deferred  income  tax  expense  to  the  Company  as  if  the  Company  and  its
subsidiaries were separate  taxpayers.  The Company records deferred tax assets,
to the extent it is  considered  more  likely  than not that such assets will be
realized in future periods,  and deferred tax liabilities for the tax effects of
the  differences  between  the bases of its assets and  liabilities  for tax and
financial  reporting  purposes.  To the  extent a  deferred  tax asset  would be
recorded due to the  incurrence  of losses for federal or Virginia  state income
tax  purposes,  any  such  benefit  recognized  is  effectively  distributed  to
Perpetual as such benefit will not be recognized in future years pursuant to the
tax sharing agreement.

Inflation

The impact of inflation on the Company's  consolidated  financial  condition and
consolidated  results of  operations  for each of the periods  presented was not
material.

                                      -33-
<PAGE>

New Accounting Standards

SFAS No. 141, "Business  Combinations," was issued in July 2001 and is effective
for all business  combinations  with acquisition  dates after June 30, 2001. The
pronouncement  eliminates  the  pooling-of-interest  method  of  accounting  for
business  combinations  and  addresses  the  accounting  for  intangible  assets
acquired as part of a business combination.  Adoption of SFAS No. 141 has had no
impact on the  Company's  financial  position  or results of  operations  as the
Company has not entered into any business combinations since June 30, 2001.

SFAS No. 142,  "Goodwill and Other Intangible  Assets," was issued in June 2001.
SFAS No. 142  addresses  the  financial  accounting  and  reporting for acquired
goodwill  and  other  intangible  assets.  Under  the new  rules,  goodwill  and
intangible  assets deemed to have  indefinite  lives will no longer be amortized
but will be subject to annual  impairment  tests.  Other intangible  assets will
continue to be amortized over their useful lives. SFAS No. 142 becomes effective
for the Company's fiscal year ending  September 30, 2003. The Company  estimates
that the  application  of the  non-amortization  provisions of SFAS No. 142 will
decrease  amortization  expense by approximately $4,000 per year. Upon adoption,
the Company  will  perform  the first of the  required  impairment  tests on its
indefinite lived intangible  assets. The Company has not yet determined what the
effect,  if any, of these tests will be on the Company's  financial  position or
results of operations.

SFAS No. 143, "Accounting for Asset Retirement  Obligations," was issued in June
2001 to address  diversity in practice for  recognizing  obligations  associated
with the retirement of tangible long-lived assets. SFAS No. 144, "Accounting for
the  Impairment or Disposal of Long-Lived  Assets," was issued in August 2001 to
establish a single  accounting model for long-lived  assets to be disposed of by
sale and to address  issues  surrounding  the  impairment of long-lived  assets.
These standards are effective for the Company's fiscal year ending September 30,
2003 and will not have a material impact on the Company's  financial position or
results of operations.


                                      -34-
<PAGE>

             ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                                   MARKET RISK

At September 30, 2001, the Company had other  financial  instruments  consisting
primarily  of  long-term  fixed  interest  rate  debt.  Such debt,  with  future
principal  payments of $425,000,  matures  during the year ending  September 30,
2008. At September 30, 2001, the carrying  value of such debt was $424,283,  the
fair value was $425,000 and the weighted  average  interest  rate was 9.4%.  The
fair market value of long-term  fixed  interest rate debt is subject to interest
rate risk.  Generally,  the fair market value of fixed  interest  rate debt will
increase as interest rates fall and decrease as interest rates rise. The Company
estimates the fair value of its long-term debt using either quoted market prices
or by discounting  the required future cash flows under its debt using borrowing
rates currently  available to the Company,  as applicable.  The Company actively
monitors the capital markets in analyzing its capital raising decisions.


                    ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
                             AND SUPPLEMENTARY DATA

See Index on page F-1.


                    ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
               ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.


                                      -35-
<PAGE>

                                    PART III

                    ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
                                OF THE REGISTRANT

    Executive officers and directors of ACC are as follows:
<TABLE>
<CAPTION>

        Name               Age         Title
        ----               ---         -----
<S>                        <C>     <C>
Joe L. Allbritton          76      Chairman of the Executive Committee and Director
Barbara B. Allbritton      64      Executive Vice President and Director
Robert L. Allbritton       32      Chairman, Chief Executive Officer and Director
Lawrence I. Hebert         55      Vice Chairman and Director
Frederick J. Ryan, Jr.     46      Vice Chairman, President, Chief Operating Officer
                                   and Director
Jerald N. Fritz            50      Senior Vice President, Legal and Strategic Affairs,
                                   General Counsel
Stephen P. Gibson          36      Senior Vice President and Chief Financial Officer
</TABLE>

JOE L.  ALLBRITTON  is the  founder  of ACC and was  Chairman  of the  Board  of
Directors from its inception  until 1998. In April 1998, Mr.  Allbritton  became
Chairman  of the  Executive  Committee  of the  Board of  Directors  of ACC.  In
addition to his position with ACC, Mr.  Allbritton has served as Senior Chairman
of  the  Board  of  Riggs  National  Corporation  ("Riggs")  (owner  of  banking
operations in Washington, D.C., Maryland, Virginia, Florida and internationally)
since  February  2001,  and  Chairman  of the Board of Riggs  from 1982 to 2001;
Chairman  of the Board and Chief  Executive  Officer of Riggs Bank N.A.  ("Riggs
Bank") from 1983 to 2001;  Director of Riggs Bank Europe Ltd.  from 1986 to 2001
and its Chairman of the Board from 1992 to 2001; Chairman of the Board and owner
since  1958 of  Perpetual  (indirect  owner of ACC and  majority  owner  through
Allnewsco  of  NewsChannel  8,  a  Virginia-based  cable  programming  service);
Chairman of Allnewsco from its inception in 1990 to 2001;  Chairman of the Board
and owner since 1988 of  Westfield;  Chairman of the Board of WSET since 1976; a
Manager of KATV,  KTUL and WCIV since  1997;  Chairman  of the Board of Allfinco
from 1995 to 1997; Chairman of the Board of Harrisburg Television and TV Alabama
since  1996;  Chairman  of the Board of AGI and  Allbritton  Jacksonville,  Inc.
("AJI") from 1996 to 2001;  Chairman of the Board of Allbritton New Media,  Inc.
("ANMI")  from  1999 to 2001;  and a Trustee  and  President  of The  Allbritton
Foundation  since 1971. Mr.  Allbritton is the husband of Barbara B.  Allbritton
and the father of Robert L. Allbritton.  See "Certain  Relationships and Related
Transactions".

BARBARA  B.  ALLBRITTON  has been a  Director  of ACC  since its  inception,  an
Executive Vice  President  since 2001 and a Vice President from 1980 to 2001. In
addition to her position with ACC, Mrs.  Allbritton has been a Director of Riggs
Bank since 1991; a Director of Riggs from 1991 to 1999; a Director of WSET since
1976 and a Vice  President  of WSET  from  1976 to  2001;  a Vice  President  of
Perpetual  since 1978 and a Director  of  Perpetual  since  1992;  a Director of
Allnewsco since 1990; a Trustee and Vice President of The Allbritton  Foundation
since 1971; a Director of Allfinco  from 1995 to 1997; a Director of  Harrisburg
Television  and TV Alabama  since 1996;  a

                                      -36-
<PAGE>

Manager of KATV,  KTUL and WCIV since 1997; a Director of ANMI since 1999; and a
Director  of AGI and AJI  since  1996.  Mrs.  Allbritton  is the  wife of Joe L.
Allbritton and the mother of Robert L.  Allbritton.  See "Certain  Relationships
and Related Transactions".

ROBERT L.  ALLBRITTON  has been  Chairman  of the Board of  Directors  and Chief
Executive  Officer of ACC since  February 2001 and a Director of ACC since 1993.
He also serves as a member of the Executive  Committee of the Board of Directors
of ACC. He served as Executive Vice President and Chief Operating Officer of ACC
from 1994 to 1998 and as President of ACC from 1998 to 2001.  In addition to his
positions  with  ACC,  Mr.  Allbritton  has been the  Chairman  of the  Board of
Directors  and  Chief  Executive  Officer  of Riggs  since  February  2001 and a
Director of Riggs since 1994;  Chairman of the Board of  Directors of Riggs Bank
since  February  2001 and a  Director  of Riggs Bank from 1994 to 1997 and since
February 2001; a Director of Riggs Bank Europe Ltd. since 1994;  President and a
Director  of ANMI  since  1999 and  Chairman  of the Board of ANMI  since  2001;
President  and a Manager of Irides,  LLC  ("Irides")  since 1999;  a Director of
Allnewsco  since 1992 and Chairman of the Board of Allnewsco  since 2001;  and a
Trustee and Vice President of The Allbritton  Foundation since 1992. He has been
a Director of Perpetual  since 1993 and Vice Chairman of the Board and Executive
Vice President of Perpetual  since 2001; Vice President of Westfield since 2001;
Director of Allfinco  from 1995 to 1997 and  President  of Allfinco  since 1995;
Director of Harrisburg  Television  since 1995,  its President from 1995 to 1999
and a Vice President of Harrisburg Television since 1999; Director of TV Alabama
since 1996,  Vice  President  from 1996 to 1999 and President  since 1999;  Vice
President  and a  Director  of AGI from 1996 to 2001 and  Chairman  of the Board
since 2001;  Vice  President of AJI from 1996 to 1999,  President  since 1999, a
Director of AJI since 1996 and  Chairman of the Board since 2001;  President  of
WSET since 1999 and a Director  since 2001;  and  President of KTUL from 1997 to
2001 and Vice President since 2001. He has been a Manager of KATV, KTUL and WCIV
since 1997,  and he has been  President of WCIV since 2001. He is the son of Joe
L.  and  Barbara  B.  Allbritton.   See  "Certain   Relationships   and  Related
Transactions".

LAWRENCE  I. HEBERT has been Vice  Chairman  of the Board of ACC since  February
2001 and a  Director  of ACC  since  1981.  He also  serves  as a member  of the
Executive Committee of the Board of Directors of ACC. He served as Vice Chairman
of the Board of ACC from 1983 to 1998, President from 1984 to 1998, and Chairman
of the Board  and  Chief  Executive  Officer  from  1998 to 2001.  He has been a
Director of  Perpetual  since 1980 and its  President  since 1981;  President of
Westfield since 1988;  President of Westfield News  Publishing,  Inc. since 1991
and a Director  from 1991 to 2001;  a Director of WSET since 1982;  a Manager of
KATV,  KTUL and WCIV since 1997; a Director of Allnewsco  since 1989;  President
and a Director of ATP since 1988;  a Vice  President  and a Director of Allfinco
from 1995 to 1997 and Chairman of the Board since 1997; a Director of Harrisburg
Television  and TV Alabama  since  1995;  President  and a Director of AGI since
1996; a Director of AJI since 1996;  and a Director  and Vice  President of ANMI
since 1999. In addition,  Mr. Hebert has served as President and Chief Executive
Officer of Riggs Bank since February  2001;  Vice Chairman of the Board of Riggs
from 1988 to 1993,  and a Director of Riggs since 1988; a Director of Riggs Bank
Europe Ltd.  since 1987;  a Director of Riggs Bank from 1981 to 1988; a Director
of Allied Capital  Corporation  (venture capital fund) since 1989; and a Trustee
of The Allbritton Foundation since 1997.

                                      -37-
<PAGE>

FREDERICK J. RYAN,  JR. has been  President of ACC since  February  2001,  Chief
Operating  Officer  of ACC since 1998 and a Director  and Vice  Chairman  of ACC
since  1995.  He served as Senior  Vice  President  of ACC from 1995 to 1998 and
Executive  Vice  President of ACC from 1998 to 2001. He is also  Executive  Vice
President of KATV, KTUL, WSET, WCIV, Harrisburg Television,  TV Alabama, AJI and
Allnewsco as well as Vice  President of ANMI. He  previously  served as Chief of
Staff to  former  President  Ronald  Reagan  (1989-1995)  and  Assistant  to the
President in the White House (1982-1989).  Prior to his government service,  Mr.
Ryan was an attorney with the Los Angeles firm of Hill, Farrer and Burrill.  Mr.
Ryan  presently  serves as Chairman of the Ronald  Reagan  Presidential  Library
Foundation,  a Director of Ford's Theatre and Trustee of Ronald Reagan Institute
of Emergency Medicine at George Washington University. Mr. Ryan is a Director of
Riggs Bank and  Chairman of its  International  Committee  since  April 2000;  a
Director of Riggs Bank Europe Ltd. in London since 1996; and was a member of the
Board of Consultants for Riggs Bank (1996-2000).

JERALD N. FRITZ has been a Senior Vice President of ACC since February 2001, and
Vice  President  of ACC from 1987 to 2001,  serving as its  General  Counsel and
overseeing strategic planning and governmental  affairs. He also has served as a
Vice  President of Westfield  and ATP since 1989, a Vice  President of Allnewsco
since 1990 and a Vice  President  of  Allfinco  since  1995.  He has been a Vice
President of AGI since 1996 and a Vice  President of ANMI and Irides since 1999.
From 1981 to 1987,  Mr. Fritz held  several  positions  with the FCC,  including
Chief of Staff,  Legal  Counsel to the Chairman and Chief of the Common  Carrier
Bureau's Tariff Division. Mr. Fritz practiced law with the Washington, D.C. firm
of Pierson,  Ball & Dowd,  specializing in communications  law from 1978 to 1981
and from 1980 to 1983 was on the adjunct faculty of George Mason  University Law
School teaching  communications law and policy. Mr. Fritz began his legal career
with the FCC in 1976 and began his career in  broadcasting  in 1973 with WGN-TV,
Chicago. He currently serves as an elected director of the National  Association
of  Broadcasters  ("NAB")  and a  member  of  the  Governing  Committee  of  the
Communications  Forum of the American Bar Association.  He serves on the Futures
and  Copyright  Committees of the NAB and the  Legislative  Committee of the ABC
Affiliates Association.

STEPHEN P. GIBSON has been a Senior Vice  President of ACC since  February  2001
and a Vice President since 1997. He has served as Chief Financial  Officer since
1998 and  Controller  from 1997 when he joined the  Company to 1998.  He is also
Vice President of Perpetual,  Westfield,  AGI, KATV, KTUL, WSET, WCIV, Allfinco,
Harrisburg Television,  TV Alabama, ATP, AJI, Allnewsco,  ANMI and Irides. Prior
to joining ACC, Mr. Gibson served as Controller for COMSAT RSI Plexsys  Wireless
Systems, a provider of wireless telecommunications  equipment and services, from
1994 to 1997.  From 1987 to 1994,  Mr.  Gibson held various  positions  with the
accounting firm of Price Waterhouse LLP, the latest as Audit Manager.


                                      -38-
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

The  following  table  sets  forth  compensation  paid  to the  Company's  Chief
Executive  Officer  and the  four  most  highly  compensated  Company  executive
officers for Fiscal 2001, 2000 and 1999:
<TABLE>
<CAPTION>

                                    Summary Compensation Table<F1>
                                    ------------------------------

      Name and                    Fiscal                               Other Annual       All Other
 Principal Position                Year       Salary         Bonus     Compensation     Compensation
 ------------------                ----       ------         -----     ------------     ------------

<S>                                <C>       <C>            <C>                          <C>
Joe L. Allbritton                  2001      $550,000                                    $135,100<F3>
  Chairman of the Executive        2000       550,000                                     121,700<F3>
  Committee                        1999       550,000                                     112,500<F3>

Robert L. Allbritton<F1><F2>       2001       250,000       $75,000
  Chairman and Chief               2000       200,000        75,000
  Executive Officer                1999       200,000        55,000

Lawrence I. Hebert<F1><F2>         2001       200,000        75,000
  Vice Chairman                    2000       200,000        75,000
                                   1999       200,000        55,000

Frederick J. Ryan, Jr.<F1><F4>     2001       217,500        75,000                         5,400<F5>
 President and Chief               2000       200,000        75,000                         4,700<F5>
 Operating Officer                 1999       200,000        55,000                         5,900<F5>

Jerald N. Fritz<F6>                2001       200,000        55,000                         5,500<F5>
 Senior Vice President, Legal      2000       180,000        50,000                         4,600<F5>
 and Strategic Affairs             1999       170,000        55,000                         5,000<F5>
----------
<FN>

<F1>    In February  2001,  Robert L.  Allbritton  was named  Chairman and Chief
        Executive Officer of ACC,  succeeding  Lawrence I. Hebert, and Frederick
        J.  Ryan,  Jr.  was  named  President  of  ACC,   succeeding  Robert  L.
        Allbritton.
<F2>    Robert L. Allbritton,  Chairman and Chief Executive  Officer of ACC, and
        Lawrence I. Hebert,  Vice Chairman of ACC, are paid cash compensation by
        Perpetual  for  services  to  Perpetual  and other  interests  of Joe L.
        Allbritton,  including ACC. The portion of such compensation  related to
        ACC is allocated to ACC and included as compensation above. In addition,
        Mr. Robert L.  Allbritton is paid  management fees directly by ACC which
        are also included as compensation above.
<F3>    Represents the imputed premium cost related to certain split dollar life
        insurance  policies  on the life of Mr.  Joe L.  Allbritton.  The annual
        premiums  on such  policies  are  paid by ACC.  Upon  the  death  of the
        insured,  ACC will  receive  the cash  value of the  policies  up to the
        amount of its  investments,  and the remaining  proceeds will be paid to
        the insured's beneficiary. The imputed premium cost is calculated on the
        difference  between the face value of the policy and the cash  surrender
        value.
<F4>    Frederick J. Ryan, Jr. receives  additional  compensation from Perpetual
        for services to  Perpetual  and other  interests  of Joe L.  Allbritton,
        including the Company.  This  additional  compensation  is not allocated
        among these interests,  and the Company does not reimburse Perpetual for
        any portion of this additional  compensation to Mr. Ryan. The portion of
        the  additional  compensation  paid by Perpetual to Mr. Ryan that may be
        attributable  to his  services to the  Company has not been  quantified.
        Such portion is not material to the consolidated  financial condition or
        results of operations of the Company.
<F5>    These  amounts  reflect  annual  contributions  by ACC to the  Company's
        401(k) Plan.
<F6>    Jerald N. Fritz is paid  compensation by ACC for services to the Company
        and Perpetual.  Perpetual has  reimbursed  ACC for $22,000,  $31,000 and
        $34,000 of the  compensation  shown in the table for Mr. Fritz in Fiscal
        1999, 2000 and 2001, respectively.

</FN>
</TABLE>

                                      -39-
<PAGE>


The Company does not have a  Compensation  Committee of its Board of  Directors.
Compensation of executive officers is determined by Joe L. Allbritton, Robert L.
Allbritton  and Lawrence I. Hebert.  Directors of the Company are not separately
compensated for membership on the Board of Directors.


                     ITEM 12. SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

The  authorized  capital stock of ACC consists of 20,000 shares of common stock,
par value $0.05 per share (the "ACC Common Stock"), all of which is outstanding,
and 1,000 shares of preferred  stock,  200 shares of which have been  designated
for issue as Series A Redeemable Preferred Stock, par value $1.00 per share (the
"Series A Preferred Stock"), no shares of which are issued and outstanding.

ACC Common Stock

Joe L.  Allbritton  controls  Perpetual.  Perpetual owns 100% of the outstanding
common  stock of AGI,  and AGI owns 100% of the  outstanding  ACC Common  Stock.
There is no established public trading market for ACC Common Stock.

Each  share of ACC  Common  Stock  has an equal  and  ratable  right to  receive
dividends  when and as declared by the Board of  Directors  of ACC out of assets
legally available therefor.

In the event of a liquidation,  dissolution or winding up of ACC, holders of ACC
Common Stock are entitled to share ratably in assets  available for distribution
after  payments to creditors and to holders of any  preferred  stock of ACC that
may at the  time  be  outstanding.  The  holders  of ACC  Common  Stock  have no
preemptive  rights to subscribe to  additional  shares of capital  stock of ACC.
Each share of ACC Common Stock is entitled to one vote in elections of directors
and all other matters submitted to a vote of ACC's stockholder.

                                      -40-
<PAGE>

             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
                             (Dollars in thousands)


Distributions to Related Parties

The  Company  periodically  makes  advances  in the  form  of  distributions  to
Perpetual.  For Fiscal  2001,  the Company  made cash  advances to  Perpetual of
$197,680  and  Perpetual  made  repayments  on these cash  advances of $174,100.
Accordingly,  the net change in  distributions  to related parties during Fiscal
2001 was an increase of $23,580.  The  advances to  Perpetual  are  non-interest
bearing and, as such, do not reflect market rates of  interest-bearing  loans to
unaffiliated  third parties.  In addition,  the Company was charged by Perpetual
and made  payments to Perpetual for federal and state income taxes in the amount
of $4,500. As a result of making advances of tax payments in accordance with the
terms of the tax  sharing  agreement  between the  Company  and  Perpetual,  the
Company earned interest income from Perpetual in the amount of $213. See "Income
Taxes".

At  present,  the primary  source of  repayment  of net  advances is through the
ability of the Company to pay dividends or make other  distributions,  and there
is no immediate intent for the amounts to be repaid. Accordingly, these advances
have been treated as a reduction of  stockholder's  investment and are described
as "distributions" in the Company's Consolidated Financial Statements.

During Fiscal 1991,  the Company made a $20,000  11.06% loan to Allnewsco.  This
amount has been reflected in the Company's  Consolidated Financial Statements on
a  consistent  basis with  other  distributions  to owners.  The loan had stated
repayment terms  consisting of annual  principal  installments of  approximately
$2,220  commencing  January 1997  through  January 2005 and payments of interest
semi-annually.  During Fiscal 1997 and 1998, the Company  deferred the first two
annual principal  installment  payments  pending  renegotiation of the repayment
terms.  Effective July 1, 1998, the note was amended to extend the maturity date
to January 2008 and defer all principal  installments  until maturity,  with the
principal balance also due upon demand. In exchange for the amendment, Allnewsco
paid  to the  Company  the  amount  of  $650.  Interest  payments  on  the  loan
approximate  $2,200  annually and have been made in accordance with the terms of
the note.  The Company  expects it will  continue to receive such  payments on a
current  basis.  To date,  interest  payments from Allnewsco have been funded by
advances from Perpetual to Allnewsco.  The Company  anticipates  that at least a
portion of such payments will be funded in a similar manner for the  foreseeable
future.  However, there can be no assurance that Allnewsco will have the ability
to make such interest payments in the future.

Under  the  terms  of  the  Company's  borrowing  agreements,  future  advances,
distributions   and  dividends  to  related   parties  are  subject  to  certain
restrictions.  The Company  anticipates that, subject to such restrictions,  ACC
will make  distributions and loans to related parties in the future.  Subsequent
to September 30, 2001 and through  November 14, 2001,  the Company  received net
repayments of distributions to owners of $611.


                                      -41-
<PAGE>

Management Fees

Management  fees of $500 were paid to  Perpetual by the Company for Fiscal 2001.
The Company also paid executive  compensation  in the form of management fees to
Joe L. Allbritton and Robert L. Allbritton for Fiscal 2001 in the amount of $550
and $200, respectively. The Company expects to pay management fees to Perpetual,
Mr.  Joe L.  Allbritton  and Mr.  Robert L.  Allbritton  during  Fiscal  2002 of
approximately  $650,  $550 and $200,  respectively.  The Company  believes  that
payments to Perpetual,  Mr. Joe L.  Allbritton and Mr. Robert L. Allbritton will
continue in the future and that the amount of the management fees is at least as
favorable to the Company as those prevailing for comparable transactions with or
involving unaffiliated parties.

Income Taxes

The operations of the Company are included in a consolidated  federal income tax
return  filed  by  Perpetual.  In  accordance  with the  terms of a tax  sharing
agreement  between the Company and Perpetual,  the Company is required to pay to
Perpetual  its  federal  income tax  liability,  computed  based upon  statutory
federal income tax rates applied to the Company's  consolidated  taxable income.
The Company  files  separate  state  income tax returns  with the  exception  of
Virginia  which is  included  in a combined  state  income  tax return  filed by
Perpetual.  In  accordance  with the  terms of the tax  sharing  agreement,  the
Company  is  required  to pay to  Perpetual  its  combined  Virginia  income tax
liability,  computed based upon statutory  Virginia  income tax rates applied to
the Company's  combined Virginia net taxable income.  Taxes payable to Perpetual
are not reduced by losses generated in prior years by the Company.  In addition,
the amounts payable by the Company to Perpetual under the tax sharing  agreement
are not reduced if losses of other members of the  Perpetual  group are utilized
to  offset  taxable  income  of  the  Company  for  purposes  of  the  Perpetual
consolidated federal or Virginia state income tax returns.

The provision for income taxes is  determined  in accordance  with  Statement of
Financial  Accounting  Standards (SFAS) No. 109,  "Accounting for Income Taxes,"
which requires that the  consolidated  amount of current and deferred income tax
expense  for a group that files a  consolidated  income tax return be  allocated
among  members  of  the  group  when  those  members  issue  separate  financial
statements.  Perpetual  allocates  a portion  of its  consolidated  current  and
deferred  income  tax  expense  to  the  Company  as  if  the  Company  and  its
subsidiaries were separate  taxpayers.  The Company records deferred tax assets,
to the extent it is  considered  more  likely  than not that such assets will be
realized in future periods,  and deferred tax liabilities for the tax effects of
the  differences  between  the bases of its assets and  liabilities  for tax and
financial  reporting  purposes.  To the  extent a  deferred  tax asset  would be
recorded due to the  incurrence  of losses for federal or Virginia  state income
tax  purposes,  any  such  benefit  recognized  is  effectively  distributed  to
Perpetual as such benefit will not be recognized in future years pursuant to the
tax sharing agreement.


                                      -42-
<PAGE>

Office Space

ACC leases  corporate  headquarters  space  from  Riggs  Bank which owns  office
buildings in Washington,  D.C. Riggs Bank is a wholly-owned subsidiary of Riggs.
According to the most recently filed Schedule 13D amendment, approximately 41.3%
of the common stock of Riggs is deemed to be beneficially owned by Riggs' Senior
Chairman,  Joe L.  Allbritton,  and 7.2% of the  common  stock is  deemed  to be
beneficially owned by Riggs' director, Barbara B. Allbritton,  including in each
case 7.1% of the common stock of which Mr. and Mrs.  Allbritton share beneficial
ownership.  During  Fiscal 2001,  ACC paid Riggs Bank $297 for the office space.
ACC  expects  to pay  approximately  $325 for such  space  during  Fiscal  2002.
Management  believes the same terms and conditions would have prevailed had they
been negotiated with a nonaffiliated company.

Local Advertising Revenues

Although  WJLA did not receive any local  advertising  revenues  from Riggs Bank
during Fiscal 2001, it is  anticipated  that Riggs Bank may advertise on WJLA in
the future.  The amount of total  advertising it may purchase for Fiscal 2002 is
unknown.  Management  believes  that  the  terms  of the  transactions  would be
substantially  the same or at least as favorable to ACC as those  prevailing for
comparable transactions with or involving nonaffiliated companies.

Company Aircraft

On several  occasions during Fiscal 2001, Riggs utilized the Company's  aircraft
and was charged $20 for such usage. It is unknown whether Riggs will utilize the
aircraft during Fiscal 2002. The rates charged for use of the aircraft represent
the maximum rates allowed by the Federal Aviation Administration for non-charter
companies. Such rates are not comparable to rates charged by charter companies.

Internet Services

The Company has entered into various  agreements with Irides,  LLC ("Irides") to
provide  certain of the  Company's  stations  with web site design,  hosting and
maintenance  services.  Irides is a  wholly-owned  subsidiary of Allbritton  New
Media, Inc. ("ANMI") which in turn is an 80%-owned subsidiary of Perpetual.  The
remaining  20% of ANMI is owned by Mr. Robert L.  Allbritton  who has options to
acquire up to a total of 80% ownership of ANMI. The Company incurred fees of $68
to Irides  during  Fiscal  2001,  and the Company  expects to pay fees to Irides
during  Fiscal 2002 for services  performed  of  approximately  $70.  Management
believes that the terms and conditions of the agreements  would be substantially
the  same or at least as  favorable  to the  Company  as  those  prevailing  for
comparable transactions with or involving nonaffiliated companies.


                                      -43-
<PAGE>

                                     PART IV

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


(a) The following documents are filed as part of this report:

    (1) Consolidated Financial Statements

        See Index on p. F-1 hereof.

    (2) Financial Statement Schedule II - Valuation and Qualifying Accounts and
        Reserves

        See Index on p. F-1 hereof.

    (3) Exhibits

        See Index on p. A-1 hereof.

(b) No reports on Form 8-K were filed during the fourth quarter of Fiscal 2001.


                                      -44-
<PAGE>


                        ALLBRITTON COMMUNICATIONS COMPANY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Report of Independent Accountants..........................................  F-2
Consolidated Balance Sheets as of September 30, 2000 and 2001..............  F-3
Consolidated Statements of Operations and Retained Earnings
   for Each of the Years Ended September 30, 1999, 2000 and 2001...........  F-4
Consolidated Statements of Cash Flows for Each of the Years Ended
   September 30, 1999, 2000 and 2001.......................................  F-5
Notes to Consolidated Financial Statements.................................  F-6
Financial Statement Schedule for the Years Ended
   September 30, 1999, 2000 and 2001
   II- Valuation and Qualifying Accounts and Reserves...................... F-19


   All other  schedules  are  omitted  because  they are not  applicable  or the
   required information is shown in the consolidated financial statements or the
   notes thereto.



                                      F-1
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------



To the Board of Directors and Stockholder
Allbritton Communications Company

In our opinion,  the consolidated  financial  statements  listed in the index on
page F-1 present fairly,  in all material  respects,  the financial  position of
Allbritton  Communications  Company (an  indirectly  wholly-owned  subsidiary of
Perpetual  Corporation) and its subsidiaries at September 30, 2000 and 2001, and
the results of their operations and their cash flows for each of the three years
in the period ended September 30, 2001, in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion,
the  financial  statement  schedule  listed  in the  index on page F-1  presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.  These financial
statements  and  financial  statement  schedule  are the  responsibility  of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements and financial  statement  schedule based on our audits. We
conducted our audits of these  statements in accordance with auditing  standards
generally  accepted in the United  States of America  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 our opinion.




/s/ PricewaterhouseCoopers LLP

Washington, D.C.
November 14, 2001


                                      F-2
<PAGE>


                                 ALLBRITTON COMMUNICATIONS COMPANY
                                    CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands except share information)
<TABLE>
<CAPTION>

                                                                                September 30,
                                                                                -------------
                                                                              2000         2001
                                                                              ----         ----
                         ASSETS
Current assets
<S>                                                                        <C>          <C>
    Cash and cash equivalents .........................................    $  11,913    $   7,640
    Accounts receivable, less allowance for doubtful
       accounts of $1,181 and $1,034 ..................................       37,802       34,743
    Program rights ....................................................       19,945       20,145
    Deferred income taxes .............................................          967          727
    Interest receivable from related party ............................          492          492
    Other .............................................................        2,535        2,333
                                                                           ---------    ---------
       Total current assets ...........................................       73,654       66,080

Property, plant and equipment, net ....................................       42,185       38,622
Intangible assets, net ................................................      136,718      132,408
Deferred financing costs and other ....................................        8,412        8,304
Cash surrender value of life insurance ................................        8,038        9,198
Program rights ........................................................          927        1,335
                                                                           ---------    ---------
                                                                           $ 269,934    $ 255,947
                                                                           =========    =========

        LIABILITIES AND STOCKHOLDER'S INVESTMENT

Current liabilities
    Current portion of long-term debt .................................    $   1,759    $   1,479
    Accounts payable ..................................................        3,105        2,300
    Accrued interest payable ..........................................       11,156       11,161
    Program rights payable ............................................       25,257       23,667
    Accrued employee benefit expenses .................................        4,798        4,213
    Other accrued expenses ............................................        4,503        5,003
                                                                           ---------    ---------
       Total current liabilities ......................................       50,578       47,823

Long-term debt ........................................................      425,970      425,381
Program rights payable ................................................        1,568        2,038
Deferred rent and other ...............................................        2,341        1,761
Accrued employee benefit expenses .....................................        1,644        1,815
Deferred income taxes .................................................        7,729        9,961
                                                                           ---------    ---------
       Total liabilities ..............................................      489,830      488,779
                                                                           ---------    ---------

Commitments and contingent liabilities (Note 9)
Stockholder's investment
    Preferred stock, $1 par value, 800 shares authorized, none issued..           --           --
    Common stock, $.05 par value, 20,000 shares authorized, issued
       and outstanding ................................................            1            1
    Capital in excess of par value ....................................        6,955        6,955
    Retained earnings .................................................       71,238       81,882
    Distributions to owners, net (Note 7) .............................     (298,090)    (321,670)
                                                                           ---------    ---------
       Total stockholder's investment .................................     (219,896)    (232,832)
                                                                           ---------    ---------
                                                                           $ 269,934    $ 255,947
                                                                           =========    =========
</TABLE>

                   See accompanying notes to consolidated financial statements.

                                                F-3
<PAGE>

                          ALLBRITTON COMMUNICATIONS COMPANY
             CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                (Dollars in thousands)
<TABLE>
<CAPTION>

                                                      Year Ended September 30,
                                                      ------------------------
                                                  1999          2000          2001
                                                  ----          ----          ----

<S>                                            <C>           <C>           <C>
Operating revenues, net ...................    $ 187,288     $ 205,307     $ 190,618
                                               ---------     ---------     ---------

Television operating expenses, excluding
   depreciation and amortization ..........      109,549       113,617       112,865
Depreciation and amortization .............       17,471        15,660        14,271
Corporate expenses ........................        4,339         4,873         5,641
                                               ---------     ---------     ---------

                                                 131,359       134,150       132,777
                                               ---------     ---------     ---------

Operating income ..........................       55,929        71,157        57,841

Nonoperating income (expense)
   Interest income
      Related party .......................        2,480         2,562         2,477
      Other ...............................          280           331           321
   Interest expense .......................      (42,154)      (42,212)      (41,682)
   Other, net .............................       (1,190)       (1,404)       (1,051)
                                               ---------     ---------     ---------

Income before income taxes ................       15,345        30,434        17,906
Provision for income taxes ................        6,717        13,250         7,262
                                               ---------     ---------     ---------

Net income ................................        8,628        17,184        10,644
Retained earnings, beginning of year ......       45,426        54,054        71,238
                                               ---------     ---------     ---------

Retained earnings, end of year ............    $  54,054     $  71,238     $  81,882
                                               =========     =========     =========

</TABLE>

             See accompanying notes to consolidated financial statements.


                                         F-4
<PAGE>

                                ALLBRITTON COMMUNICATIONS COMPANY
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                  Year Ended September 30,
                                                                  ------------------------
                                                              1999          2000          2001
                                                              ----          ----          ----
Cash flows from operating activities:
<S>                                                        <C>           <C>           <C>
   Net income .........................................    $   8,628     $  17,184     $  10,644
                                                           ---------     ---------     ---------
   Adjustments to reconcile net income to net
       cash provided by operating activities:
     Depreciation and amortization ....................       17,471        15,660        14,271
     Other noncash charges ............................        1,257         1,424         1,306
     Provision for doubtful accounts ..................          519           474           657
     (Gain) loss on disposal of assets ................           (3)           23            36
     Changes in assets and liabilities:
       (Increase) decrease in assets:
         Accounts receivable ..........................       (2,044)       (3,183)        2,402
         Program rights ...............................         (206)       (1,630)         (608)
         Other current assets .........................         (431)         (269)          202
         Other noncurrent assets ......................       (1,313)         (914)       (1,438)
         Deferred income taxes ........................          444           295           240
       Increase (decrease) in liabilities:
         Accounts payable .............................        1,051          (594)         (805)
         Program rights payable .......................        2,422         2,432        (1,120)
         Accrued employee benefit expenses ............         (255)         (140)         (414)
         Other accrued expenses .......................         (687)          933           505
         Deferred rent and other liabilities ..........         (388)         (707)         (580)
         Deferred income taxes ........................        1,837         2,591         2,232
                                                           ---------     ---------     ---------
            Total adjustments .........................       19,674        16,395        16,886
                                                           ---------     ---------     ---------
            Net cash provided by operating activities .       28,302        33,579        27,530
                                                           ---------     ---------     ---------

Cash flows from investing activities:
     Capital expenditures .............................       (9,849)       (5,048)       (5,711)
     Exercise of option to acquire assets of WJSU .....           --        (3,372)           --
     Proceeds from disposal of assets .................           40            66            27
                                                           ---------     ---------     ---------
            Net cash used in investing activities .....       (9,809)       (8,354)       (5,684)
                                                           ---------     ---------     ---------

Cash flows from financing activities:
     Deferred financing costs .........................           --            --          (804)
     Principal payments on long-term debt and
       capital leases .................................       (1,706)       (2,016)       (1,735)
     Distributions to owners, net of certain charges ..     (282,090)     (275,024)     (197,680)
     Repayments of distributions to owners ............      265,891       249,291       174,100
                                                           ---------     ---------     ---------
            Net cash used in financing activities .....      (17,905)      (27,749)      (26,119)
                                                           ---------     ---------     ---------

Net increase (decrease) in cash and cash equivalents             588        (2,524)       (4,273)
Cash and cash equivalents, beginning of year ..........       13,849        14,437        11,913
                                                           ---------     ---------     ---------
Cash and cash equivalents, end of year ................    $  14,437     $  11,913     $   7,640
                                                           =========     =========     =========

Supplemental disclosure of cash flow information:
       Cash paid for interest .........................    $  41,926     $  41,981     $  41,484
                                                           =========     =========     =========
       Cash paid for state income taxes ...............    $      48     $     529     $     911
                                                           =========     =========     =========
     Non-cash investing and financing activities:
       Equipment acquired under capital leases ........    $   1,528     $      --     $     750
                                                           =========     =========     =========
</TABLE>

                   See accompanying notes to consolidated financial statements.

                                                F-5
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in thousands)


NOTE 1 - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Allbritton  Communications  Company (the Company) is an indirectly  wholly-owned
subsidiary of Perpetual Corporation (Perpetual),  a Delaware corporation,  which
is controlled by Mr. Joe L. Allbritton.  The Company owns ABC network-affiliated
television stations serving seven diverse geographic markets:

        Station              Market
        -------              ------
        WJLA                 Washington, D.C.
        WBMA/WCFT/WJSU       Birmingham (Anniston and Tuscaloosa), Alabama
        WHTM                 Harrisburg-Lancaster-York-Lebanon, Pennsylvania
        KATV                 Little Rock, Arkansas
        KTUL                 Tulsa, Oklahoma
        WSET                 Roanoke-Lynchburg, Virginia
        WCIV                 Charleston, South Carolina

Based upon regular  assessments  of its  operations,  the Company has determined
that the economic characteristics, services, production processes, customer type
and distribution methods for the Company's operations are substantially  similar
and have therefore been aggregated as one reportable segment.

Consolidation-The  consolidated financial statements include the accounts of the
Company and its wholly and majority-owned  subsidiaries after elimination of all
significant intercompany accounts and transactions.

Use of estimates  and  assumptions-The  preparation  of financial  statements in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported  amounts of assets and  liabilities  and the  disclosure  of contingent
assets and liabilities at the date of the financial  statements and the reported
amounts of revenue and expenses  during the  reporting  period.  Actual  results
could differ from those estimates and assumptions.

Revenue  recognition-Revenues are generated principally from sales of commercial
advertising and are recorded as the  advertisements  are broadcast net of agency
and national  representative  commissions  and music license  fees.  For certain
program  contracts which provide for the exchange of advertising time in lieu of
cash  payments  for the  rights to such  programming,  revenue  is  recorded  as
advertisements are broadcast at the estimated fair value of the advertising time
given in exchange for the program rights.

                                      F-6
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)


Cash and cash  equivalents-The  Company considers all highly liquid  investments
purchased  with  original  maturities  of  three  months  or  less  to  be  cash
equivalents.

Program  rights-The  Company  has  entered  into  contracts  for the  rights  to
television programming. Payments related to such contracts are generally made in
installments  over the  contract  period.  Program  rights  which are  currently
available  and the  liability  for  future  payments  under such  contracts  are
reflected in the  consolidated  balance  sheets.  Program  rights are  amortized
primarily  using the  straight-line  method over the twelve month rental period.
Certain  program  rights with lives  greater than one year are  amortized  using
accelerated  methods.  Program rights expected to be amortized in the succeeding
year and amounts  payable  within one year are  classified as current assets and
liabilities,  respectively. The program rights are reflected in the consolidated
balance  sheets at the lower of  unamortized  cost or estimated  net  realizable
value  based on  management's  expectation  of the net  future  cash flows to be
generated by the programming.

Property, plant and equipment-Property, plant and equipment are recorded at cost
and depreciated over the estimated  useful lives of the assets.  Maintenance and
repair  expenditures  are charged to expense as incurred  and  expenditures  for
modifications  and improvements  which increase the expected useful lives of the
assets are capitalized. Depreciation expense is computed using the straight-line
method for buildings and  straight-line  and accelerated  methods for furniture,
machinery  and  equipment.   Leasehold  improvements  are  amortized  using  the
straight-line  method  over the lesser of the term of the  related  lease or the
estimated  useful lives of the assets.  The useful lives of property,  plant and
equipment for purposes of computing depreciation and amortization expense are:

         Buildings......................................   15-40 years
         Leasehold improvements.........................    5-32 years
         Furniture, machinery and equipment
               and equipment under capital leases.......    3-20 years

Intangible  assets-Intangible  assets  consist of values  assigned to  broadcast
licenses as well as favorable terms on contracts and leases. Additionally, prior
to the  completion  of the  Company's  acquisition  of WJSU on March  22,  2000,
intangible assets included the option to acquire the assets of WJSU (the Option)
(see Note 2).  The  amounts  assigned  to  intangible  assets  were based on the
results of  independent  valuations and are amortized on a  straight-line  basis
over their  estimated  useful lives.  Broadcast  licenses are amortized  over 40
years,  and the  premiums  for  favorable  terms on  contracts  and  leases  are
amortized  over the terms of the related  contracts and leases (19 to 25 years).
Prior to the  completion of the Company's  acquisition  of WJSU,  the Option was
amortized  over  the  term of the  Option  and the  associated  local  marketing
agreement (10 years).  Since completion of the  acquisition,  the portion of the
purchase price assigned to the broadcast license of WJSU is being amortized over
its estimated useful life of 40 years.  The Company assesses the

                                      F-7
<PAGE>


                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)


recoverability  of intangible  assets on an ongoing basis by evaluating  whether
amounts can be  recovered  through  undiscounted  cash flows over the  remaining
amortization period.

Deferred  financing  costs-Costs  incurred in  connection  with the  issuance of
long-term  debt are deferred and  amortized to other  nonoperating  expense on a
straight-line basis over the term of the underlying  financing  agreement.  This
method does not differ significantly from the effective interest rate method.

Deferred  rent-Rent  concessions and scheduled rent increases in connection with
operating   leases  are  recognized  as  adjustments  to  rental  expense  on  a
straight-line basis over the associated lease term.

Concentration of credit risk-Financial  instruments that potentially subject the
Company to concentrations of credit risk consist principally of certain cash and
cash  equivalents  and  receivables  from  advertisers.  The Company invests its
excess cash with high-credit quality financial institutions and at September 30,
2001 had an overnight  repurchase  agreement  with a financial  institution  for
$5,923.   Concentrations  of  credit  risk  with  respect  to  receivables  from
advertisers  are limited as the  Company's  advertising  base  consists of large
national advertising  agencies and high-credit quality local advertisers.  As is
customary in the broadcasting  industry, the Company does not require collateral
for its credit sales which are typically due within thirty days.

Income  taxes-The  operations  of the  Company are  included  in a  consolidated
federal income tax return filed by Perpetual.  In accordance with the terms of a
tax sharing agreement between the Company and Perpetual, the Company is required
to pay to  Perpetual  its  federal  income tax  liability,  computed  based upon
statutory federal income tax rates applied to the Company's consolidated taxable
income.  The Company files  separate state income tax returns with the exception
of Virginia  which is included in a combined  state  income tax return  filed by
Perpetual.  In  accordance  with the  terms of the tax  sharing  agreement,  the
Company  is  required  to pay to  Perpetual  its  combined  Virginia  income tax
liability,  computed based upon statutory  Virginia  income tax rates applied to
the Company's  combined Virginia net taxable income.  Taxes payable to Perpetual
are not reduced by losses generated in prior years by the Company.  In addition,
the amounts payable by the Company to Perpetual under the tax sharing  agreement
are not reduced if losses of other members of the  Perpetual  group are utilized
to  offset  taxable  income  of  the  Company  for  purposes  of  the  Perpetual
consolidated federal or Virginia income tax returns.

The provision for income taxes is  determined  in accordance  with  Statement of
Financial  Accounting  Standards (SFAS) No. 109,  "Accounting for Income Taxes,"
which requires that the  consolidated  amount of current and deferred income tax
expense  for a group that files a  consolidated  income tax return be  allocated
among  members  of  the  group  when  those  members  issue  separate  financial
statements.  Perpetual  allocates  a portion  of its  consolidated  current  and
deferred  income  tax  expense  to  the  Company  as  if  the  Company  and  its
subsidiaries were separate

                                      F-8
<PAGE>


                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)

taxpayers.  The Company  records  deferred tax assets,  to the extent it is more
likely  than not that  such  assets  will be  realized  in future  periods,  and
deferred  tax  liabilities  for the tax effects of the  differences  between the
bases of its assets and liabilities for tax and financial reporting purposes. To
the extent a deferred tax asset would be recorded due to the  incurrence  of net
losses for federal or  Virginia  state  income tax  purposes,  any such  benefit
recognized is  effectively  distributed to Perpetual as such benefit will not be
recognized in future years pursuant to the tax sharing agreement.

Fair value of financial  instruments-The  carrying  amount of the Company's cash
and cash equivalents,  accounts receivable,  accounts payable,  accrued expenses
and program rights payable  approximate  fair value due to the short maturity of
those  instruments.  The Company  estimates the fair value of its long-term debt
using either  quoted market prices or by  discounting  the required  future cash
flows under its debt using borrowing  rates currently  available to the Company,
as applicable.

Earnings per  share-Earnings  per share data are not presented since the Company
has only one shareholder.

New  pronouncements-  SFAS No. 141, "Business  Combinations," was issued in July
2001 and is effective for all business combinations with acquisition dates after
June 30, 2001. The pronouncement  eliminates the  pooling-of-interest  method of
accounting for business combinations and addresses the accounting for intangible
assets acquired as part of a business combination.  Adoption of SFAS No. 141 has
had no impact on the  Company's  financial  position or results of operations as
the Company has not entered into any business combinations since June 30, 2001.

SFAS No. 142,  "Goodwill and Other Intangible  Assets," was issued in June 2001.
SFAS No. 142  addresses  the  financial  accounting  and  reporting for acquired
goodwill  and  other  intangible  assets.  Under  the new  rules,  goodwill  and
intangible  assets deemed to have  indefinite  lives will no longer be amortized
but will be subject to annual  impairment  tests.  Other intangible  assets will
continue to be amortized over their useful lives. SFAS No. 142 becomes effective
for the Company's fiscal year ending  September 30, 2003. The Company  estimates
that the  application  of the  non-amortization  provisions of SFAS No. 142 will
decrease  amortization expense by  approximately $4,000 per year. Upon adoption,
the Company  will  perform  the first of the  required  impairment  tests on its
indefinite lived intangible  assets. The Company has not yet determined what the
effect,  if any, of these tests will be on the Company's  financial  position or
results of operations.

                                      F-9
<PAGE>


                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)


SFAS No. 143, "Accounting for Asset Retirement  Obligations," was issued in June
2001 to address  diversity in practice for  recognizing  obligations  associated
with the retirement of tangible long-lived assets. SFAS No. 144, "Accounting for
the  Impairment or Disposal of Long-Lived  Assets," was issued in August 2001 to
establish a single  accounting model for long-lived  assets to be disposed of by
sale and to address  issues  surrounding  the  impairment of long-lived  assets.
These standards are effective for the Company's fiscal year ending September 30,
2003 and will not have a material impact on the Company's  financial position or
results of operations.


NOTE 2 - LOCAL MARKETING AGREEMENT, ASSOCIATED OPTION AND ACQUISITION OF WJSU

On December 29, 1995, the Company, through an 80%-owned subsidiary, entered into
a ten-year local marketing  agreement (LMA) with the owner of WJSU, a television
station  operating  in  Anniston,  Alabama.  The LMA provided for the Company to
supply  program  services to WJSU and to retain all  revenues  from  advertising
sales. In exchange,  the Company paid all station operating expenses and certain
management fees to the station's  owner. In connection with the LMA, the Company
entered into the Option to acquire the assets of WJSU at a cost of $15,348.  The
Company exercised its option to acquire WJSU on September 14, 1999 and completed
the acquisition on March 22, 2000 for additional  consideration  of $3,372.  The
total cost to acquire and exercise the Option was $18,720.  The  acquisition was
accounted for as a purchase and accordingly, the cost of the acquired entity was
assigned to the  identifiable  tangible and intangible  assets acquired based on
their  fair  values  at the  date  of  purchase.  The  consolidated  results  of
operations of the Company include operating  revenues and operating  expenses of
WJSU from  December 29, 1995 to March 21, 2000 pursuant to the terms of the LMA,
and since March 22, 2000 as an owned station.


                                      F-10
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)


NOTE 3 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:
<TABLE>
<CAPTION>

                                                                September 30,
                                                                -------------
                                                            2000            2001
                                                            ----            ----

        <S>                                             <C>             <C>
        Buildings and leasehold improvements..........  $  26,572       $  26,617
        Furniture, machinery and equipment............    109,100         112,115
        Equipment under capital leases................      9,317          10,067
                                                        ---------       ---------
                                                          144,989         148,799
        Less accumulated depreciation.................   (106,334)       (114,283)
                                                        ---------       ---------
                                                           38,655          34,516
        Land..........................................      2,889           2,889
        Construction-in-progress......................        641           1,217
                                                        ---------       ---------

                                                        $  42,185       $  38,622
                                                        =========       =========
</TABLE>

Depreciation  and amortization  expense was $11,801,  $10,586 and $9,961 for the
years ended  September 30, 1999,  2000 and 2001,  respectively,  which  includes
amortization of equipment under capital leases.


NOTE 4 - INTANGIBLE ASSETS

Intangible assets consist of the following:
<TABLE>
<CAPTION>
                                                                September 30,
                                                                -------------
                                                            2000            2001
                                                            ----            ----

        <S>                                             <C>             <C>
        Broadcast licenses............................  $ 169,723       $ 169,723
        Other intangibles.............................      6,174           6,174
                                                        ---------       ---------
                                                          175,897         175,897
        Less accumulated amortization.................    (39,179)        (43,489)
                                                        ---------       ---------

                                                        $ 136,718       $ 132,408
                                                        =========       =========
</TABLE>

Amortization expense was $5,670, $5,074 and $4,310 for the years ended September
30, 1999, 2000 and 2001, respectively.

                                      F-11
<PAGE>


                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)


NOTE 5 - LONG-TERM DEBT

Outstanding debt consists of the following:
<TABLE>
<CAPTION>
                                                                        September 30,
                                                                        -------------
                                                                    2000             2001
                                                                    ----             ----

<S>                                                             <C>              <C>
Senior Subordinated Debentures, due November 30, 2007
   with interest payable semi-annually at 9.75%...............  $ 275,000        $ 275,000
Senior Subordinated Notes, due February 1, 2008
   with interest payable semi-annually at 8.875%..............    150,000          150,000
Revolving Credit Agreement, maximum amount of $40,000,
   cancelled March 28, 2001, secured by the outstanding
   stock of the Company and its subsidiaries, interest
   payable quarterly at various rates from prime or LIBOR
   plus 1%, depending on certain financial operating tests....         --               --
Amended and Restated Revolving Credit Agreement,
   maximum amount of $50,000, expiring March 27, 2006,
   secured by the outstanding stock of the Company and
   its subsidiaries, interest payable quarterly at
   various rates from prime plus .25% or LIBOR plus 1.5%
   depending on certain financial operating tests.............         --               --
Master Lease Finance Agreement, expired March 1, 2000
   for new acquisitions, secured by the assets acquired,
   interest payable monthly at variable rates as
   determined on the acquisition date for each asset
   purchased (7.34%-8.93% at September 30, 2001)
   (See Note 9)...............................................      3,562            1,827
Master Equipment Lease Agreement, maximum amount of
   $5,000, expiring June 30, 2002 and renewable annually,
   secured by the assets acquired, interest payable
   monthly at variable  rates as determined on the
   acquisition date for each asset purchased (6.45%
   at September 30, 2001)(See Note 9).........................         --              750
                                                                ---------        ---------
                                                                  428,562          427,577
Less unamortized discount ....................................       (833)            (717)
                                                                ---------        ---------
                                                                  427,729          426,860
Less current maturities.......................................     (1,759)          (1,479)
                                                                ---------        ---------

                                                                $ 425,970        $ 425,381
                                                                =========        =========
</TABLE>

                                           F-12
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)


Unamortized  deferred financing costs of $7,737 and $7,351 at September 30, 2000
and 2001,  respectively,  are  included  in deferred  financing  costs and other
noncurrent assets in the accompanying consolidated balance sheets.  Amortization
of the deferred financing costs for the years ended September 30, 1999, 2000 and
2001 was  $1,141,  $1,140 and $1,190  respectively,  which is  included in other
nonoperating expenses.

Under the existing financing  agreements,  the Company is subject to restrictive
covenants which place  limitations upon payments of cash dividends,  issuance of
capital stock, investment transactions, incurrence of additional obligations and
transactions with affiliates. In addition, under the Revolving Credit Agreement,
the Company must  maintain  compliance  with certain  financial  covenants.  The
Company is also  required to pay a  commitment  fee ranging from .5% to .75% per
annum  based  on the  amount  of any  unused  portion  of the  Revolving  Credit
Agreement.

The Company estimates the fair value of its Senior  Subordinated  Debentures and
Senior Subordinated Notes to be approximately $408,000 and $425,000 at September
30, 2000 and 2001, respectively.


NOTE 6 - INCOME TAXES

The provision for income taxes consists of the following:
<TABLE>
<CAPTION>

                                             Years ended September 30,
                                             -------------------------
                                          1999          2000        2001
                                          ----          ----        ----
Current
<S>                                     <C>          <C>          <C>
    Federal.........................    $ 3,879      $  8,498     $ 4,262
    State...........................        557         1,866         528
                                        -------      --------     -------
                                          4,436        10,364       4,790
                                        -------      --------     -------
Deferred
    Federal.........................      1,577         2,234       2,017
    State...........................        704           652         455
                                        -------      --------     -------
                                          2,281         2,886       2,472
                                        -------      --------     -------

                                        $ 6,717      $ 13,250     $ 7,262
                                        =======      ========     =======
</TABLE>

                                      F-13
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)


The components of deferred income tax assets (liabilities) are as follows:
<TABLE>
<CAPTION>
                                                            September 30,
                                                            -------------
                                                        2000             2001
                                                        ----             ----
Deferred income tax assets:
<S>                                                  <C>             <C>
    State and local operating loss carryforwards...  $  2,458        $   1,902
    Accrued employee benefits......................     1,040            1,035
    Deferred rent..................................       726              512
    Allowance for accounts receivable..............       465              407
    Other..........................................       198              156
                                                     --------        ---------
                                                        4,887            4,012
    Less: valuation allowance......................    (2,404)          (1,820)
                                                     --------        ---------
                                                        2,483            2,192
                                                     --------        ---------
Deferred income tax liabilities:
    Depreciation and amortization .................    (9,245)         (11,426)
                                                     --------        ---------

Net deferred income tax liabilities................  $ (6,762)       $  (9,234)
                                                     ========        =========
</TABLE>

The  Company  has  approximately  $42,500  in state  and  local  operating  loss
carryforwards  in certain  jurisdictions  available for future use for state and
local income tax purposes  which expire in various years from 2004 through 2016.
The change in the valuation  allowance for deferred tax assets of $225, $166 and
($584) during the years ended September 30, 1999,  2000 and 2001,  respectively,
principally  resulted from management's  evaluation of the recoverability of the
loss carryforwards.

The following  table  reconciles  the statutory  federal  income tax rate to the
Company's  effective  income  tax rate for  income  before  extraordinary  loss:
<TABLE>
<CAPTION>

                                                              Years ended September 30,
                                                              -------------------------
                                                              1999      2000      2001
                                                              ----      ----      ----

<S>                                                           <C>       <C>       <C>
Statutory federal income tax rate .......................     34.0%     35.0%     35.0%
State income taxes, net of federal income tax benefit ...      5.5       6.7       5.9
Non-deductible expenses, principally amortization of
  certain intangible assets, insurance premiums and
  meals and entertainment ...............................      2.7       1.8       3.8
Change in valuation allowance ...........................      1.5       0.5      (3.3)
Other, net ..............................................      0.1      (0.5)     (0.8)
                                                              ----      ----      ----

Effective income tax rate ...............................     43.8%     43.5%     40.6%
                                                              ====      ====      ====
</TABLE>

                                      F-14
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)


NOTE 7 - TRANSACTIONS WITH OWNERS AND RELATED PARTIES

In the ordinary course of business,  the Company makes cash advances in the form
of  distributions to Perpetual.  At present,  the primary source of repayment of
the net  advances  from the Company is through the ability of the Company to pay
dividends or make other  distributions.  There is no immediate  intent for these
amounts to be repaid. Accordingly, such amounts have been treated as a reduction
of stockholder's investment and described as "distributions" in the accompanying
consolidated balance sheets.

The  following  summarizes  these and certain  other  transactions  with related
parties:
<TABLE>
<CAPTION>

                                                       Years ended September 30,
                                                       -------------------------
                                                  1999           2000           2001
                                                  ----           ----           ----
<S>                                            <C>            <C>            <C>
Distributions to owners, beginning of
   year.....................................   $ 256,158      $ 272,357      $ 298,090
Cash advances...............................     286,418        283,832        202,180
Repayment of cash advances..................    (265,891)      (249,291)      (174,100)
Charge for federal and state
   income taxes.............................      (4,328)        (8,808)        (4,500)
                                               ---------      ---------      ---------

Distributions to owners, end of year........   $ 272,357      $ 298,090      $ 321,670
                                               =========      =========      =========
Weighted average amount of non-interest
   bearing advances outstanding during
   the year.................................   $ 263,320      $ 280,149      $ 303,785
                                               =========      =========      =========
</TABLE>

Subsequent  to September  30, 2001 and through  November  14, 2001,  the Company
received net repayments of distributions to owners of $611.

Included  in  distributions  to  owners  is a  $20,000  loan made in 1991 by the
Company to  ALLNEWSCO,  Inc.  (Allnewsco),  an affiliate of the Company which is
controlled  by Mr.  Joe L.  Allbritton.  This  amount has been  included  in the
consolidated financial statements on a consistent basis with other cash advances
to related  parties.  The $20,000  note  receivable  from  Allnewsco  had stated
repayment terms consisting of annual principal installments approximating $2,220
commencing  January 1997 through January 2005.  During the years ended September
30,  1997 and  1998,  the  Company  deferred  the  first  two  annual  principal
installment  payments pending  renegotiation  of the repayment terms.  Effective
July 1, 1998,  the note was amended to extend the  maturity to January  2008 and
defer all principal installments until maturity, with the principal balance also
due upon demand.  In exchange for the  amendment,  Allnewsco paid to the Company
the amount of $650. This amount is included in other  noncurrent  liabilities in
the  accompanying  consolidated  balance  sheets  and is being  amortized  as an
adjustment of interest  income over the remaining term of the amended note using
the interest method.  The note has a stated interest rate

                                      F-15
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)


of 11.06% and interest is payable semi-annually.  During each of the years ended
September 30, 1999,  2000 and 2001, the Company earned interest income from this
note  of  approximately  $2,200.  At  September  30,  2000  and  2001,  interest
receivable from Allnewsco under this note totaled $492.  Allnewsco is current on
its interest payments.

During the years ended  September 30, 1999,  2000 and 2001,  the Company  earned
interest income from Perpetual of $227, $304 and $213, respectively, as a result
of making  advances  of tax  payments  in  accordance  with the terms of the tax
sharing agreement between the Company and Perpetual.

Management fees of $504, $500 and $500 were paid to Perpetual by the Company for
the years ended  September 30, 1999,  2000 and 2001,  respectively.  The Company
also paid  management  fees to Mr. Joe L.  Allbritton  in the amount of $550 for
each of the years ended  September 30, 1999,  2000 and 2001 and to Mr. Robert L.
Allbritton  in the amount of $140,  $190 and $200 for the years ended  September
30, 1999, 2000 and 2001, respectively. Management fees are included in corporate
expenses in the consolidated statements of operations.

During the year ended  September  30,  2000,  the Company  entered  into various
agreements  with Irides,  LLC (Irides) to provide the  Company's  stations  with
certain  web  site  design,  hosting  and  maintenance  services.  Irides  is an
affiliate  of the Company  which is  controlled  by Mr. Joe L.  Allbritton.  The
Company paid fees of $143 and $68 to Irides during the years ended September 30,
2000 and 2001,  respectively.  These fees are included in  television  operating
expenses in the consolidated statements of operations.

The Company  maintains  banking and  advertising  relationships  with and leases
certain office space from Riggs Bank N.A. (Riggs Bank).  Riggs is a wholly-owned
subsidiary of Riggs National Corporation (Riggs), of which Mr. Joe L. Allbritton
is the Senior Chairman of the Board of Directors and a significant  stockholder.
The  majority of the  Company's  cash and cash  equivalents  was on deposit with
Riggs Bank at September 30, 2000 and 2001.  During the year ended  September 30,
2000,  the Company  generated  $227 in  advertising  revenue from Riggs Bank. No
revenue was generated from Riggs Bank during the years ended  September 30, 1999
and 2001.  Additionally,  the  Company  incurred  $275,  $283 and $297 in rental
expense  related to office  space  leased  from  Riggs Bank for the years  ended
September 30, 1999, 2000 and 2001, respectively. During the year ended September
30, 2001,  Riggs  utilized the Company's  aircraft on several  occasions and was
charged  $20 for such  usage.  There was no usage of the  Company's  aircraft by
Riggs during the years ended September 30, 1999 and 2000.

                                      F-16
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)


NOTE 8 - RETIREMENT PLANS

A defined  contribution savings plan is maintained for eligible employees of the
Company and certain of its affiliates.  Under the plan, employees may contribute
a portion of their compensation  subject to Internal Revenue Service limitations
and the Company  contributes an amount equal to 50% of the  contribution  of the
employee  not to exceed 6% of the  compensation  of the  employee.  The  amounts
contributed  to the plan by the  Company  on  behalf  of its  employees  totaled
approximately  $882,  $899 and $773 for the years ended September 30, 1999, 2000
and 2001, respectively.

The Company also contributes to certain other multi-employer union pension plans
on behalf of certain of its union  employees.  The amounts  contributed  to such
plans totaled  approximately  $373,  $361 and $331 for the years ended September
30, 1999, 2000 and 2001, respectively.


NOTE 9 - COMMITMENTS AND CONTINGENT LIABILITIES

The Company  leases  office and studio  facilities  and  machinery and equipment
under  operating  and capital  leases  expiring in various  years  through 2017.
Certain  leases contain  provisions  for renewal and  extension.  Future minimum
lease  payments  under   operating  and  capital  leases  which  have  remaining
noncancelable  lease terms in excess of one year as of September 30, 2001 are as
follows:
<TABLE>
<CAPTION>

                                                       Operating        Capital
Year ending September 30,                                Leases          Leases
                                                         ------          ------

<S>                                                    <C>              <C>
   2002..............................................  $  4,439         $ 1,604
   2003..............................................     4,999             597
   2004..............................................     3,434             262
   2005..............................................     3,382             175
   2006..............................................     3,454             175
   2007 and thereafter...............................    34,542              --
                                                       --------         -------
                                                       $ 54,250           2,813
                                                       ========
Less: amounts representing imputed interest..........                      (236)
                                                                        -------
                                                                          2,577
Less: current portion................................                    (1,479)
                                                                        -------
Long-term portion of capital lease obligations.......                   $ 1,098
                                                                        =======
</TABLE>

Rental expense under operating leases aggregated  approximately  $2,900,  $2,900
and $3,000 for the years ended September 30, 1999, 2000 and 2001, respectively.

                                      F-17
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)


The Company has entered into  contractual  commitments in the ordinary course of
business for the rights to television programming which is not yet available for
broadcast as of September  30, 2001.  Under these  agreements,  the Company must
make specific minimum payments approximating the following:
<TABLE>
<CAPTION>

    Year ending September 30,
        <S>                                           <C>
        2002.......................................   $  3,049
        2003.......................................     19,562
        2004.......................................     17,657
        2005.......................................      7,414
        2006.......................................        133
                                                      --------
                                                      $ 47,815
                                                      ========
</TABLE>

The Company has entered into various  employment  contracts.  Future  guaranteed
payments  under  such  contracts  as  of  September  30,  2001  approximate  the
following:
<TABLE>
<CAPTION>

    Year ending September 30,
        <S>                                            <C>
        2002.......................................    $ 6,364
        2003.......................................      1,203
        2004.......................................        359
        2005.......................................        203
        2006.......................................        212
                                                       -------
                                                       $ 8,341
                                                       =======
</TABLE>

The Company has entered  into  various  deferred  compensation  agreements  with
certain  employees.  Under  these  agreements,  the  Company is required to make
payments aggregating approximately $2,067 during the years 2005 through 2012. At
September  30, 2000 and 2001,  the Company has recorded a deferred  compensation
liability of approximately $878 and $1,013, respectively, which is included as a
component of noncurrent  accrued  employee  benefit expenses in the accompanying
consolidated balance sheets.

The Company currently and from time to time is involved in litigation incidental
to the conduct of its business, including suits based on defamation. The Company
is not currently a party to any lawsuit or proceeding  which,  in the opinion of
management,  if  decided  adverse  to the  Company,  would be  likely  to have a
material  adverse  effect on the  Company's  consolidated  financial  condition,
results of operations or cash flows.

                                      F-18
<PAGE>

                                                                     SCHEDULE II

                                   ALLBRITTON COMMUNICATIONS COMPANY
                            VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                        (Dollars in thousands)

<TABLE>
<CAPTION>


                                  Balance at     Charged                                     Balance at
                                  beginning      to costs       Charged to                     end of
Classification                     of year     and expenses   other accounts   Deductions       year
--------------                     -------     ------------   --------------   ----------       ----

<S>                                 <C>            <C>            <C>           <C>            <C>
Year ended September 30, 1999:
  Allowance for doubtful
     accounts...................    $1,371         $519             --          $(466)<F2>     $1,424
                                    ======         ====           ====          =====          ======
  Valuation allowance
     for deferred income
     tax assets.................    $2,013         $225<F1>         --          $  --          $2,238
                                    ======         ====           ====          =====          ======

Year ended September 30, 2000:
  Allowance for doubtful
     accounts...................    $1,424         $474             --          $(717)<F2>     $1,181
                                    ======         ====           ====          =====          ======
  Valuation allowance
     for deferred income
     tax assets.................    $2,238         $166<F1>         --          $  --          $2,404
                                    ======         ====           ====          =====          ======

Year ended September 30, 2001:
  Allowance for doubtful
     accounts...................    $1,181         $657             --          $(804)<F2>     $1,034
                                    ======         ====           ====          =====          ======
  Valuation allowance
     for deferred income
     tax assets.................    $2,404         $314<F1>         --          $(898)<F3>     $1,820
                                    ======         ====           ====          =====          ======

----------
<FN>

<F1>    Represents  valuation  allowance  established  related  to  certain  net
        operating  loss  carryforwards  and other  deferred tax assets for state
        income tax purposes.
<F2>    Write-off of  uncollectible  accounts,  net of recoveries and collection
        fees.
<F3>    Represents  reduction  of  valuation  allowance  relating to certain net
        operating loss carryforwards.

</FN>
</TABLE>

                                      F-19
<PAGE>


                                   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.

                                   ALLBRITTON COMMUNICATIONS COMPANY

                                   By:  /s/ Robert L. Allbritton
                                       -----------------------------
                                          Robert L. Allbritton
                                          Chairman and Chief Executive Officer

                                   Date: December 27, 2001

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.



/s/ Joe L. Allbritton           Chairman of the Executive      December 27, 2001
---------------------------     Committee and Director
    Joe L. Allbritton *


/s/ Barbara B. Allbritton       Executive Vice President       December 27, 2001
---------------------------     and Director
    Barbara B. Allbritton *


/s/ Robert L. Allbritton        Chairman, Chief Executive      December 27, 2001
---------------------------     Officer and Director
    Robert L. Allbritton        (principal executive
                                officer)

/s/ Lawrence I. Hebert          Vice Chairman and              December 27, 2001
---------------------------     Director
    Lawrence I. Hebert *


/s/ Frederick J. Ryan, Jr.      Vice Chairman, President,      December 27, 2001
---------------------------     Chief Operating Officer
    Frederick J. Ryan, Jr.      and Director


/s/ Stephen P. Gibson           Senior Vice President          December 27, 2001
---------------------------     and Chief Financial
    Stephen P. Gibson           Officer (principal
                                financial officer)

/s/ Elizabeth A. Haley          Vice President and             December 27, 2001
---------------------------     Controller (principal
    Elizabeth A. Haley          accounting officer)



    *By Attorney-in-Fact


/s/ Jerald N. Fritz
---------------------------
    Jerald N. Fritz


<PAGE>

                                  EXHIBIT INDEX


 Exhibit No.                 Description of Exhibit                     Page No.
 -----------                 ----------------------                     --------

 3.1        Certificate  of   Incorporation   of  ACC.   (Incorporated  by     *
            reference to Exhibit 3.1 of Company's  Registration  Statement
            on Form S-4, No. 333-02302, dated March 12, 1996)

 3.2        Bylaws of ACC.  (Incorporated  by  reference to Exhibit 3.2 of     *
            Registrant's   Registration   Statement   on  Form  S-4,   No.
            333-02302, dated March 12, 1996)

 4.1        Indenture  dated as of February 6, 1996  between ACC and State     *
            Street Bank and Trust  Company,  as  Trustee,  relating to the
            Debentures.  (Incorporated  by  reference  to  Exhibit  4.1 of
            Company's  Registration  Statement on Form S-4, No. 333-02302,
            dated March 12, 1996)

 4.2        Indenture  dated as of January 22, 1998  between ACC and State     *
            Street Bank and Trust  Company,  as  Trustee,  relating to the
            Notes.  (Incorporated by reference to Exhibit 4.1 of Company's
            Registration  Statement  on Form  S-4,  No.  333-45933,  dated
            February 9, 1998)

 4.3        Form of  9.75%  Series B Senior  Subordinated  Debentures  due     *
            2007.  (Incorporated  by reference to Exhibit 4.3 of Company's
            Registration  Statement  on Form  S-4,  No.  333-02302,  dated
            March 12, 1996)

 4.4        Amended and Restated  Revolving  Credit  Agreement dated as of     *
            March  27,  2001  by  and  among   Allbritton   Communications
            Company,  certain financial  institutions,  and Fleet National
            Bank,  as Agent,  and  Deutsche  Banc  Alex.  Brown  Inc.,  as
            Documentation  Agent.  (Incorporated  by  reference to Exhibit
            10.20 of the  Company's  Quarterly  Report on Form  10-Q,  No.
            333-02302, dated May 10, 2001)

 4.5        First  Amendment  dated as of December 19, 2001 to the Amended
            and Restated Revolving Credit Agreement.

 10.1       Network Affiliation Agreement (Harrisburg  Television,  Inc.).     *
            (Incorporated  by  reference  to  Exhibit  10.3  of  Company's
            Pre-effective  Amendment  No. 1 to  Registration  Statement on
            Form S-4, dated April 22, 1996)

 10.2       Side  Letter  Amendment  to  Network   Affiliation   Agreement     *
            (Harrisburg   Television,   Inc.)  dated   August  10,   1999.
            (Incorporated  by  reference  to  Exhibit  10.2  of  Company's
            Quarterly  Report on Form 10-Q,  No.  333-02302,  dated August
            16, 1999)

                                      A-1
<PAGE>

 Exhibit No.                 Description of Exhibit                     Page No.
 -----------                 ----------------------                     --------

 10.3       Network   Affiliation   Agreement  (First  Charleston  Corp.).     *
            (Incorporated  by  reference  to  Exhibit  10.4  of  Company's
            Pre-effective  Amendment  No. 1 to  Registration  Statement on
            Form S-4, dated April 22, 1996)

 10.4       Side Letter Amendment to Network Affiliation  Agreement (First     *
            Charleston  Corp.)  dated August 10,  1999.  (Incorporated  by
            reference  to Exhibit 10.4 of  Company's  Quarterly  Report on
            Form 10-Q, No. 333-02302, dated August 16, 1999)

 10.5       Network    Affiliation    Agreement   (WSET,    Incorporated).     *
            (Incorporated  by  reference  to  Exhibit  10.5  of  Company's
            Pre-effective  Amendment  No. 1 to  Registration  Statement on
            Form S-4, dated April 22, 1996)

 10.6       Side Letter Amendment to Network Affiliation  Agreement (WSET,     *
            Incorporated)   dated  August  10,  1999.   (Incorporated   by
            reference  to Exhibit 10.6 of  Company's  Quarterly  Report on
            Form 10-Q, No. 333-02302, dated August 16, 1999)

 10.7       Network  Affiliation  Agreement  (WJLA-TV).  (Incorporated  by     *
            reference   to  Exhibit   10.6  of   Company's   Pre-effective
            Amendment No. 1 to  Registration  Statement on Form S-4, dated
            April 22, 1996)

 10.8       Side  Letter  Amendment  to  Network   Affiliation   Agreement     *
            (WJLA-TV)  dated August 10, 1999.  (Incorporated  by reference
            to Exhibit  10.8 of Company's  Quarterly  Report on Form 10-Q,
            No. 333-02302, dated August 16, 1999)

 10.9       Network   Affiliation   Agreement  (KATV  Television,   Inc.).     *
            (Incorporated  by  reference  to  Exhibit  10.7  of  Company's
            Pre-effective  Amendment  No. 1 to  Registration  Statement on
            Form S-4, dated April 22, 1996)

 10.10      Side Letter Amendment to Network  Affiliation  Agreement (KATV     *
            Television,  Inc.) dated  August 10,  1999.  (Incorporated  by
            reference to Exhibit  10.10 of Company's  Quarterly  Report on
            Form 10-Q, No. 333-02302, dated August 16, 1999)

 10.11      Network   Affiliation   Agreement  (KTUL  Television,   Inc.).     *
            (Incorporated  by  reference  to  Exhibit  10.8  of  Company's
            Pre-effective  Amendment  No. 1 to  Registration  Statement on
            Form S-4, dated April 22, 1996)

 10.12      Side Letter Amendment to Network  Affiliation  Agreement (KTUL     *
            Television,  Inc.) dated  August 10,  1999.  (Incorporated  by
            reference to Exhibit  10.12 of Company's  Quarterly  Report on
            Form 10-Q, No. 333-02302, dated August 16, 1999)

                                      A-2
<PAGE>

 Exhibit No.                 Description of Exhibit                     Page No.
 -----------                 ----------------------                     --------

 10.13      Network    Affiliation    Agreement   (TV   Alabama,    Inc.).     *
            (Incorporated  by  reference  to  Exhibit  10.9  of  Company's
            Pre-effective  Amendment  No. 1 to  Registration  Statement on
            Form S-4, dated April 22, 1996)

 10.14      Amendment to Network Affiliation Agreement (TV Alabama,  Inc.)     *
            dated January 23, 1997.  (Incorporated by reference to Exhibit
            10.15 of the  Company's  Quarterly  Report on Form  10-Q,  No.
            333-02302, dated February 14, 1997)

 10.15      Side Letter  Amendment to Network  Affiliation  Agreement  (TV     *
            Alabama,  Inc.)  dated  August  10,  1999.   (Incorporated  by
            reference to Exhibit  10.15 of Company's  Quarterly  Report on
            Form 10-Q, No. 333-02302, dated August 16, 1999)

 10.16      Tax Sharing  Agreement  effective as of September  30, 1991 by     *
            and among  Perpetual  Corporation,  ACC and  ALLNEWSCO,  Inc.,
            amended as of October 29,  1993.  (Incorporated  by  reference
            to Exhibit 10.11 of Company's  Registration  Statement on Form
            S-4, No. 333-02302, dated March 12, 1996)

 10.17      Second  Amendment  to Tax Sharing  Agreement  effective  as of     *
            October 1, 1995 by and among  Perpetual  Corporation,  ACC and
            ALLNEWSCO,  Inc.  (Incorporated  by  reference to Exhibit 10.9
            of the Company's Form 10-K, No. 333-02302,  dated December 22,
            1998)

 10.18      Master  Lease  Finance  Agreement  dated as of August 10, 1994     *
            between  BancBoston   Leasing,   Inc.  and  ACC,  as  amended.
            (Incorporated  by  reference  to  Exhibit  10.16 of  Company's
            Registration  Statement  on Form  S-4,  No.  333-02302,  dated
            March 12, 1996)

 10.19      Master  Equipment  Lease  Agreement  dated as of November  22,     *
            2000 between Fleet Capital Corporation and ACC.  (Incorporated
            by reference to Exhibit 10.19 of the Company's  Form 10-K, No.
            333-02302, dated December 28, 2000)

 10.20      Amended and Restated  Pledge  Agreement  dated as of March 27,     *
            2001 by and  among  ACC,  Allbritton  Group,  Inc.,  Allfinco,
            Inc.,  and Fleet  National  Bank, as Agent.  (Incorporated  by
            reference to Exhibit 10.20 of the Company's  Quarterly  Report
            on Form 10-Q, No. 333-02302, dated May 10, 2001)

 10.21      $20,000,000  Promissory  Note of  ALLNEWSCO,  Inc.  payable to     *
            KTUL,  LLC.  (Incorporated  by reference  to Exhibit  10.16 of
            Company's Form 10-K, No. 333-02302, dated December 22, 1998)

 21.        Subsidiaries of Registrant

 24.        Powers of Attorney

----------------
*Previously filed


                                      A-3