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, 1999
                                       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.                                             20006-3903
(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


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 28, 1999,  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., THE TERM "ANB" REFERS
TO ALLBRITTON  NEWS BUREAU,  INC. AND THE TERM  "PERPETUAL"  REFERS TO PERPETUAL
CORPORATION,  WHICH IS CONTROLLED BY JOE L.  ALLBRITTON,  CHAIRMAN 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 PROGRAMS
WJSU AND OWNS WCFT AND WBMA. "ALLNEWSCO" REFERS TO ALLNEWSCO, INC., AN AFFILIATE
OF ACC THAT IS AN 80%-OWNED  SUBSIDIARY OF PERPETUAL.  "RLA TRUST" REFERS TO THE
ROBERT  LEWIS  ALLBRITTON  1984 TRUST FOR THE  BENEFIT OF ROBERT L.  ALLBRITTON,
PRESIDENT  AND A DIRECTOR OF ACC,  THAT OWNS 20% 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........................................................15
 Item 3.  Legal Proceedings.................................................17
 Item 4.  Submission of Matters to a Vote of Security Holders...............17

Part II
 Item 5.  Market for Registrant's Common Equity and
                  Related Stockholder Matters...............................17
 Item 6.  Selected Consolidated Financial Data..............................18
 Item 7.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.......................20
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk........36
 Item 8.  Consolidated Financial Statements and Supplementary Data..........36
 Item 9.  Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure....................36

Part III
 Item 10. Directors and Executive Officers of the Registrant................37
 Item 11. Executive Compensation............................................40
 Item 12. Security Ownership of Certain Beneficial Owners and
                  Management................................................41
 Item 13. Certain Relationships and Related Transactions....................42

Part IV
 Item 14. Exhibits, Financial Statement Schedules and Reports
                  on Form 8-K...............................................45



<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 1994, 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 AND PAY-PER-VIEW AND HOME VIDEO AND ENTERTAINMENT
SERVICES;  THE IMPACT OF NEW  TECHNOLOGIES;  CHANGES  IN FEDERAL  COMMUNICATIONS
COMMISSION  ("FCC")  REGULATIONS;  THE  VARIABILITY  OF THE COMPANY'S  QUARTERLY
RESULTS AND THE COMPANY'S  SEASONALITY;  AND THE UNCERTAINTY ASSOCIATED WITH THE
IMPACT OF YEAR 2000 ISSUES ON THE COMPANY, ITS CUSTOMERS, ITS VENDORS AND OTHERS
WITH WHOM IT DOES BUSINESS.

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  (Birmingham),  Alabama;  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,  57th,  58th, 68th and 104th largest national
media markets in the United States, respectively, as defined by the A.C. Nielsen
Co.  ("Nielsen").  The Company also owns a low power  television  station (WBMA)
licensed to Birmingham, Alabama and programs a station in Anniston (Birmingham),
Alabama.

WJLA is owned and  operated  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 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 ACC. TV Alabama  began

                                      -1-
<PAGE>

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 by  entering  into an asset
purchase agreement for the purchase of WJSU, subject to regulatory  approval and
customary  closing   conditions.   See  "Owned  and/or  Programmed   Stations  -
WBMA/WCFT/WJSU:  Birmingham  (Anniston and  Tuscaloosa,  Alabama) ". The Company
also engages in other activities  relating to the production and distribution of
television programming through Allbritton Television Productions,  Inc. ("ATP"),
a wholly-owned subsidiary of ACC. 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 Joe L.  Allbritton,  ACC's Chairman.  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. 20006-3903,  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  advertising and, to a much lesser extent,  from network  compensation,
revenues from studio rental and commercial  production  activities.  Advertising
rates are set based upon a variety of factors,  including a program's popularity
among viewers whom an advertiser  wishes to attract,  the number of  advertisers
competing for the available time, the size and demographic  makeup of the market
served by the station and the availability of alternative  advertising  media in
the market area.  Advertising  rates are also determined by a station's  overall
ability to attract viewers in its market area, as well as the station's  ability
to attract viewers among particular demographic groups that an advertiser may be
targeting.  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.

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

                                      -3-
<PAGE>

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.  At present,  the nature of DBS service
includes  primarily national  programming and, except in limited  circumstances,
does not offer locally  originated  programs or  advertising.  Initially,  it is
expected that only  affiliates of the four largest  networks will be transmitted
locally in approximately  the 25 largest DMAs. Of the Company's  stations,  only
WJLA is currently carried on DBS systems,  transmitting to the Washington,  D.C.
market.

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

                                      -4-
<PAGE>

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. 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 and/or programmed stations as of November 1999:
<TABLE>
<CAPTION>

                                                                               Total
                                                                    Market   Commercial    Station    Rank
        Designated                            Network    Channel    Rank or  Competitors   Audience    in       Acquisition
        Market Area           Station       Affiliation Frequency   DMA (1)  in Market(2)  Share(3)   Market(4)    Date
        -----------           -------       ----------- ---------   -------  ------------  --------   --------  -----------
<S>                           <C>             <C>      <C>           <C>        <C>        <C>        <C>    <C>

Washington, D.C. (5)           WJLA            ABC       7/VHF          8         6          23%       2      01/29/76
Birmingham (Anniston and
      Tuscaloosa), AL (7)      WBMA/WCFT/WJSU  ABC           -         39         6          20%       3           -
           Birmingham (5) (7)  WBMA            ABC      58/UHF          -         -          -         -      08/01/97
           Anniston (8)        WJSU            ABC      40/UHF          -         -          -         -           -
           Tuscaloosa (5)      WCFT            ABC      33/UHF          -         -          -         -      03/15/96
Harrisburg-Lancaster-
York-Lebanon,PA (5)            WHTM            ABC      27/UHF         46         4          28%       2      03/01/96
Little Rock, AR (5)            KATV            ABC      7/VHF          57         5          36%       1      04/06/83
Tulsa, OK (5)                  KTUL            ABC      8/VHF          58         6          33%       1      04/06/83
Roanoke-Lynchburg, VA (5)      WSET            ABC      13/VHF         68         4          25%       2      01/29/76 (6)
Charleston, SC (5)             WCIV            ABC      4/VHF         104         5          20%       3      01/29/76 (6)
---------
<FN>
(1)      Represents market rank based on the Nielsen Station Index for November 1999.
(2)      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.
(3)      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.
(4)      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.
(5)      Owned Station.
(6)      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.

                                       -5-
<PAGE>

(7)      TV Alabama serves the Birmingham market by simultaneously  broadcasting
         identical  programming  over  WBMA,  WCFT and WJSU  (which  TV  Alabama
         programs  pursuant to the Anniston  LMA).  The stations are listed on a
         combined  basis by  Nielsen  as WBMA,  the call  sign of the low  power
         television station.
(8)      Programmed  Station.  The Company has entered into an asset  purchase
         agreement  for the  acquisition  of WJSU.  See "Owned and/or
         Programmed  Stations -  WBMA/WCFT/WJSU:  Birmingham  (Anniston  and
         Tuscaloosa, Alabama)".
</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 except for the acquisition of WJSU.

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 74 radio stations in four states and  pay-per-view  cable viewing to selected
Arkansas cable system viewers.

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.

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 on its ability to attract
audiences highly valued in terms of demographic makeup on a cost-effective

                                      -6-
<PAGE>

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
includes  an  analysis of revenue by  daypart.  Moreover,  each of the  stations
closely monitors its staffing levels.


Owned and/or Programmed 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  2,000,000  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.

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 provides for the Company to supply
program services to WJSU and to retain all revenues from  advertising  sales. In
exchange, the Company pays all station operating expenses and certain management
fees to the station's  owner. The Anniston LMA expires on December 29, 2005. The
ABC network  affiliation  is based upon carriage on both stations and expires on
September 1, 2006.  The FCC licenses for both stations  expire on April 1,


                                      -7-
<PAGE>

2005.  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 668,000 television  households.  The Birmingham DMA is served
by six commercial television stations.

In  connection  with the  Anniston  LMA,  the Company  entered into an option to
purchase the assets of WJSU (the  "Anniston  Option").  The cost of the Anniston
Option was  $15,348,000 and it is exercisable  for additional  consideration  of
$3,337,000.  The Company  exercised  its option to acquire WJSU on September 14,
1999 by entering  into an asset  purchase  agreement  for the  purchase of WJSU,
subject to regulatory  approval and  customary  closing  conditions.  TV Alabama
applied to the FCC on November  16, 1999 for  consent to the  assignment  of the
WJSU licenses to TV Alabama.  Subject to FCC approval,  the Company would expect
closing to occur in the second quarter of Fiscal 2000.

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.

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 600,000 television households.  Harrisburg is the capital
of Pennsylvania,  and the government represents the area's largest employer. The
Harrisburg market is served by four 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 57th largest  DMA,  with
approximately  488,000  television  households.  The  Little  Rock  market has a
diversified economy,  both serving as the seat of state and local government and
housing a significant  concentration  of  businesses.  The Little Rock market is
served by five commercial television stations.

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 74 radio
stations in four states.  Pay-per-view and home video rights are also controlled
by ARSN.

                                      -8-
<PAGE>

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  58th  largest  DMA,  with
approximately 483,000 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 68th largest  DMA,  with  approximately
403,000  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 104th  largest
DMA, with  approximately  243,000 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  September 1, 2006,
January 1, 2005,  October 1, 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.  Continuation of the ABC's affiliation
agreement  with  WCFT  and  WJSU  is  conditional  on  WJSU's  continuing  to be
programmed by ACC for the duration of the affiliation  agreement.  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  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.

                                      -9-
<PAGE>

Effective August 11, 1999, the Company's network affiliation agreements with ABC
were  amended.  Under the  amendments,  ABC will,  during the next three  years,
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 other  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.

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

                                      -10-
<PAGE>

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 "Home  Improvement")  and first-run
product  (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 based upon the size of the  market  area in
which a  station  operates,  the  program's  popularity  among  the  viewers  an
advertiser  wishes to  attract,  the  number of  advertisers  competing  for the
available time, the demographic makeup of the market area served by the station,
the  availability  of  alternative  advertising  media in the  market  area,  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.

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


                                      -11-
<PAGE>

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 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

                                      -12-
<PAGE>

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.  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.  Implementation
of  advanced  television  service  may  impose  additional  costs on  television
stations  providing the new service,  due to increased  equipment costs, and may
affect the competitive  nature of the market areas in which the Company operates
if  competing  stations  adopt  and  implement  the new  technology  before  the
Company's  stations.  The FCC has  adopted  standards  for the  transmission  of
advanced  television  signals.  These  standards will serve as the basis for the
phased conversion to digital transmission.  Of the Company's stations, only WJLA
in Washington,  D.C. currently operates a DTV channel in concert with its analog
signal.  While each of the Company's  other  stations has filed its  application
with the FCC for the second DTV channel,  there are currently no DTV  operations
in the markets of these stations.

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


                                      -13-
<PAGE>

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 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:  Finally, 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,
result in the loss or gain of audience  share and  advertising  revenues for the
Company's  stations  and/or  affect  the  ability  of the  Company to acquire or
finance additional broadcast stations.

Employees

As of September 30, 1999, the Company  employed in full and part-time  positions
890 persons,  including 189 at WJLA,  136 at KATV, 127 at KTUL, 108 at WHTM, 125
at  WBMA/WCFT/WJSU,  108 at WSET, 84 at WCIV and 13 in its corporate  office. Of
the  employees  at WJLA,  95 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 expired September 30, 1999; however, the parties
have agreed, pending negotiation of a successor collective bargaining agreement,
to extend  the  existing  agreement  to January  31,  2000.  The DGA  collective
bargaining  agreement was  renegotiated  effective July 16, 1996 through January
16, 2000. The NABET/CWA

                                      -14-
<PAGE>

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. No employees of the Company's  other
owned and/or programmed stations are represented by unions. The Company believes
its relations with its employees are satisfactory.


                               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:


                                      -15-
<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.      11/31/03
                      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.       10/31/00

KATV                  Little Rock, AR
                      Office/Studio              Owned             20,500 sq. ft.        N/A
                      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

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

WCFT/WJSU (1)         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  (2)
                      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
----------
<FN>
(1)      TV Alabama uses the pre-existing facilities of WCFT and WJSU to operate
         news and sales bureaus in the Tuscaloosa and Anniston market areas.
(2)      Although TV Alabama is currently  operating these  properties under the
         Anniston LMA, Flagship is the owner and lessee; however, TV Alabama has
         entered into an asset  purchase  agreement for the  acquisition of WJSU
         including these  properties.  See " Business - Owned and/or  Programmed
         Stations - WBMA/WCFT/WJSU:
         Birmingham (Anniston and Tuscaloosa, Alabama)".
</FN>
</TABLE>
                                      -16-
<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.




                                      -17-
<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, 1995,  1996,  1997,  1998 and 1999 are derived
from the Company's audited Consolidated Financial Statements.

<TABLE>
<CAPTION>
                                                           Fiscal Year Ended September 30,
                                                           -------------------------------
                                      1995             1996              1997             1998            1999
                                      ----             ----              ----             ----            ----

<S>                                <C>               <C>               <C>              <C>            <C>

Statement of Operations Data (1):
Operating revenues, net             $138,151          $155,573          $172,828         $182,484       $187,288
Television operating expenses,
    excluding depreciation and
    amortization                      75,199            92,320           105,630          106,147        109,549
Depreciation and amortization          4,752            10,257            19,652           18,922         17,471
Corporate expenses                     3,753             5,112             4,382            4,568          4,339
Operating income                      54,447            47,884            43,164           52,847         55,929
Interest expense                      22,708            35,222            42,870           44,340         42,154
Interest income                        2,338             3,244             2,433            3,339          2,760
Income before extraordinary
    items                             19,909             8,293               424            5,746          8,628
Extraordinary loss (2)                    --            (7,750)               --           (5,155)            --
Net income                            19,909               543               424              591          8,628

                                                                 As of September 30,
                                                                 -------------------
                                         1995           1996             1997              1998           1999
                                         -----          ----             -----             ----           ----

Balance Sheet Data (1):
Total assets                         $99,605          $281,778          $280,977         $279,521        $275,868
Total debt (3)                       198,919           402,993           415,722          429,691         429,629
Redeemable preferred stock (4)           168                --                --               --             --
Stockholder's investment            (133,879)         (172,392)         (185,563)        (203,776)       (211,347)

                                                           Fiscal Year Ended September 30,
                                                           -------------------------------
                                         1995           1996             1997              1998           1999
                                         -----          ----             -----             ----           ----
Cash Flow Data (1) (5):
Cash flow from operating
     activities                      $22,145           $28,370           $15,551          $28,022         $28,302
Cash flow from investing activities   (2,543)         (165,109)         (17,363)           (8,190)         (9,809)
Cash flow from financing activities  (18,549)          145,031           (2,875)          (13,404)        (17,905)

                                                           Fiscal Year Ended September 30,
                                                           -------------------------------
                                         1995           1996             1997              1998           1999
                                         -----          ----             -----             ----           ----
Financial Ratios and Other Data (1):
Operating Cash Flow (6)              $59,199           $58,141           $62,816          $71,769         $73,400
Operating Cash Flow Margin (7)         42.9%             37.4%             36.3%            39.3%           39.2%
Capital expenditures                   2,777            20,838            12,140            8,557           9,849

                                      -18-
<PAGE>

<FN>

(1)      The consolidated statement of operations data, balance sheet data, cash
         flow data and  financial  ratios  and other data as of and for the year
         ended   September   30,  1996   include  the  effects  of   significant
         transactions consummated by the Company during the year that impact the
         comparability   of  Fiscal  1996  data  to  the  previous  year.   Such
         transactions include the effects of a $275,000 offering of 9.75% Senior
         Subordinated  Debentures due 2007, the asset  acquisitions  of WHTM and
         WCFT,  the  acquisition  of the Anniston LMA and Anniston  Option,  the
         early  repayment  of  approximately  $74,704  in debt and  payment of a
         prepayment  penalty  on  such  debt  of  $12,934.   In  addition,   the
         comparability of Fiscal 1997, 1998 and 1999 data to Fiscal 1996 data is
         impacted by the fact that that the results of operations of WHTM,  WCFT
         and WJSU are included  for the full year in Fiscal 1997,  1998 and 1999
         as  compared  to the  period  from  the  date  of  acquisition  and the
         effective date of the Anniston LMA in Fiscal 1996.
(2)      The  extraordinary  losses  during Fiscal 1996 and Fiscal 1998 resulted
         from the  early  repayment  of  long-term  debt (see Note 5 of Notes to
         Consolidated Financial Statements).
(3)      Total debt is defined as long-term debt  (including the current portion
         thereof,  and net of  discount),  short-term  debt  and  capital  lease
         obligations.
(4)      In  September  1996,  the  Company  purchased  for  cash  the  Series A
         redeemable preferred stock at its redemption value of $168.
(5)      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.
(6)      "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 are 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.
(7)      "Operating  Cash Flow Margin" is defined as Operating  Cash Flow as a
         percentage  of operating  revenues, net.

</FN>
</TABLE>
                                      -19-
<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 and/or  programs  ABC  network-affiliated  television  stations
serving seven diverse  geographic  markets:  WJLA in Washington,  D.C.;  WHTM in
Harrisburg,  Pennsylvania;  KATV  in  Little  Rock,  Arkansas;  KTUL  in  Tulsa,
Oklahoma; WSET in Lynchburg,  Virginia; WCIV in Charleston,  South Carolina; and
WCFT in  Tuscaloosa,  Alabama (west of  Birmingham,  Alabama).  The Company also
programs  the  ABC  network  affiliate  WJSU  in  Anniston,   Alabama  (east  of
Birmingham,  Alabama)  under the Anniston  LMA, and owns a low power  television
station  licensed to Birmingham,  Alabama (WBMA).  The Company operates WCFT and
programs WJSU in tandem with WBMA serving the viewers of Birmingham,  Tuscaloosa
and Anniston.  Under the Anniston  LMA, the  operating  revenues and expenses of
WJSU are  included  in the  Company's  consolidated  financial  statements.  The
Company has entered into an asset  purchase  agreement  for the  acquisition  of
WJSU. See " Business - Owned and/or Programmed Stations - WBMA/WCFT/WJSU:
Birmingham (Anniston and Tuscaloosa, Alabama) ".

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 commercial  production and
tower rental  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 is sold in time increments and is priced  primarily on
the basis of a program's  popularity  among the specific  audience an advertiser
desires to reach,  as measured  principally by quarterly  audience  surveys.  In
addition,  advertising rates are affected by the number of advertisers competing
for the  available  time,  the size and  demographic  makeup of the market areas
served  and the  availability  of  alternative  advertising  media in the market
areas.  Rates are highest  during the most  desirable  viewing hours  (generally
during local news  programming and prime time),  with  corresponding  reductions
during other hours.

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  generally  higher  during  election  years  due to  spending  by  political
candidates,  which is  typically  heaviest  during the  Company's  first  fiscal
quarter.  Years in which Olympic Games are held also cause cyclical  fluctuation
in operating results  depending on which television  network is carrying Olympic
coverage.

                                      -20-
<PAGE>
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 1997,
1998 and 1999, 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 26%,
25% and 25% of the  Company's  total  broadcast  revenues  for the  years  ended
September 30, 1997, 1998 and 1999, respectively, consisted of automotive-related
advertising.  A significant  decrease in such  advertising  could materially and
adversely affect the Company's operating results.

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,
                                                          -------------------------------
                                         1997                          1998                       1999
                                         ----                          ----                       ----
                                 Dollars       Percent         Dollars       Percent       Dollars     Percent
                                 -------       -------         -------       -------       -------     -------
<S>                            <C>           <C>             <C>           <C>          <C>            <C>
Local/regional (1)               $ 85,954       48.1%         $ 92,398       49.0%        $ 94,393       48.8%
National (2)                       71,324       40.0%           75,530       40.0%          77,077       39.9%
Network compensation (3)            6,223        3.5%            6,237        3.3%           5,668        2.9%
Political (4)                       4,273        2.4%            3,291        1.8%           4,191        2.2%
Trade and barter (5)                7,868        4.4%            8,192        4.3%           8,181        4.2%
Other revenues (6)                  3,002        1.6%            3,065        1.6%           3,844        2.1%
                                  -------      ------          -------      ------         -------      ------
Broadcast revenues                178,644      100.0%          188,713      100.0%         193,354      100.0%
                                               ======                       ======                      ======
Fees (7)                           (6,068)                      (6,202)                    (6,101)
                                  -------                      -------                     -------
Broadcast revenue,
   net of fees                    172,576                      182,511                     187,253
Non-broadcast revenue (8)             252                          (27)                         35
                                  -------                      -------                     -------
Total net operating revenues     $172,828                     $182,484                    $187,288
                                  =======                      =======                     =======

----------
<FN>
(1)  Represents  sale of advertising  time to local and regional  advertisers or
     agencies representing such advertisers.

(2)  Represents  sale of  advertising  time to  agencies  representing  national
     advertisers.

(3)  Represents  payment by  networks  for  broadcasting  or  promoting  network
     programming.

(4)  Represents sale of advertising time to political advertisers.

(5)  Represents  value of  commercial  time  exchanged  for goods  and  services
     (trade) or syndicated programs (barter).

(6)  Represents  miscellaneous revenue,  principally receipts from tower rental,
     production  of  commercials  and revenue  from the sales of  University  of
     Arkansas sports programming to advertisers and radio stations.

(7)  Represents  fees paid to national sales  representatives  and fees paid for
     music licenses.

(8)  Represents revenues from program syndication sales and other miscellaneous
     non-broadcast revenues.
</FN>
</TABLE>
                                      -21-
<PAGE>


Local/regional  and  national  advertising   constitute  the  Company's  largest
categories of operating  revenues,  collectively  representing almost 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 11.3%, 7.5% and 2.2% in Fiscal 1997, 1998 and 1999, respectively;  and
national  advertising  revenues  increased 11.0%,  5.9% and 2.0% during the same
respective periods.  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.


Results of Operations - Fiscal 1999 Compared to Fiscal 1998

As compared to Fiscal 1998, the Company's  results of operations for Fiscal 1999
principally  reflect continued audience and market share gains in the Birmingham
market,  increased demand by advertisers in the Little Rock market and increased
political  advertising  revenues in a majority  of the  Company's  markets.  The
comparative  results are also impacted by the effect of the  Company's  $150,000
offering of its 8.875% Senior  Subordinated Notes due 2008 (the " 8.875% Notes")
during the second quarter of Fiscal 1998. The cash proceeds of the offering, net
of  offering  expenses,  of  approximately  $146,000  were  used to  redeem  the
Company's   11.5%  Senior   Subordinated   Debentures  due  2004  (the  "  11.5%
Debentures")  on March 3, 1998 with the balance  used to repay  certain  amounts
outstanding under the Company's revolving credit facility.  The Company incurred
a  loss,  net  of the  related  income  tax  effect,  of  $5,155  on  the  early
extinguishment of the 11.5% Debentures resulting primarily from the payment of a
call premium and write-off of remaining deferred financing costs.

Set forth below are  selected  consolidated  financial  data for Fiscal 1998 and
1999, respectively, and the percentage change between the years.
<TABLE>
<CAPTION>

                                                  Fiscal Year Ended September 30,
                                                  -------------------------------
                                                                                         Percentage
                                                   1998                   1999             Change
                                                   ----                   ----             ------
        <S>                                   <C>                     <C>              <C>

         Operating revenues, net                  $182,484              $187,288             2.6%
         Total operating expenses                  129,637               131,359             1.3%
                                                   -------               -------
         Operating income                           52,847                55,929             5.8%
         Nonoperating expenses, net                 41,514                40,584            (2.2)%
         Income tax provision                        5,587                 6,717            20.2%
                                                   -------               -------
         Income before extraordinary loss            5,746                 8,628            50.2%
         Extraordinary loss, net of income
               tax benefit                          (5,155)                  --           (100.0)%
                                                   -------               -------

         Net income                               $    591              $  8,628         1,359.9%
                                                   =======               =======

         Operating cash flow                      $ 71,769              $ 73,400             2.3%
                                                   =======               =======
</TABLE>

                                      -22-
<PAGE>

Net Operating Revenues

Net operating revenues for Fiscal 1999 totaled $187,288,  an increase of $4,804,
or 2.6%, as compared to Fiscal 1998.  This increase  resulted  principally  from
increased  local/regional  and  national  advertising  revenue in the  Company's
Birmingham and Little Rock markets,  increased political advertising demand in a
majority of the Company's markets and increased revenue related to University of
Arkansas sports programming in Little Rock. The revenue growth in Birmingham was
achieved through continued audience and market share gains.

Local/regional advertising revenues increased $1,995, or 2.2%, over Fiscal 1998.
The increase was primarily  attributable  to market share gains in Birmingham as
well  as an  improvement  in  the  Harrisburg  and  Little  Rock  local/regional
advertising  markets,  partially  offset by a weakening in the Washington,  D.C.
market for local/regional advertisers.

National advertising revenues increased $1,547, or 2.0%, in Fiscal 1999 over the
prior fiscal year.  The increase was  principally  attributable  to market share
gains in Birmingham as well as an improvement in the Washington,  D.C.  national
advertising market, partially offset by a weakening in the Harrisburg market for
national advertisers.

Network  compensation revenue decreased $569, or 9.1%, from Fiscal 1998. Of this
decrease,  approximately  $400 was due to the  effect  of the  amendment  of the
Company's  network  affiliation  agreements  with ABC in  August  1999,  and was
largely 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 $900, or 27.3%, in Fiscal 1999 from
Fiscal 1998.  This  increase was  primarily  due to various  high-profile  local
political  elections  in many of the  Company's  markets  that took place during
Fiscal 1999 with no comparable political elections occurring during Fiscal 1998.
The increase was partially offset by Fiscal 1998 political  advertising  leading
up to the Fiscal 1999 elections.

No individual  advertiser  accounted for more than 5% of the Company's broadcast
revenues during Fiscal 1999 or 1998.

Total Operating Expenses

Total operating expenses in Fiscal 1999 were $131,359, an increase of $1,722, or
1.3%, compared to total operating expenses of $129,637 in Fiscal 1998.

Television operating expenses, excluding depreciation and amortization,  totaled
$109,549  in Fiscal  1999,  an  increase of $3,402,  or 3.2%,  when  compared to
television  operating  expenses  of  $106,147 in Fiscal  1998.  This  television
operating  expense  increase was primarily  attributable  to increased  news and
related  promotional  expenses  at  the  Company's  Washington,   D.C.  station,
increased  expenses  related to University  of Arkansas  sports  programming  in
Little  Rock  and

                                      -23-
<PAGE>

increased programming expenses across a majority of the Company's stations.  The
overall increase in programming expenses was mitigated due to the fact that WJLA
did not purchase  the rights to  broadcast  the  preseason  Washington  Redskins
football games in Fiscal 1999 as it had done in Fiscal 1998.

Assuming  completion of the  acquisition  of WJSU, the Company will no longer be
required to pay fees under the Anniston  LMA. Such fees were $360 in both Fiscal
1998 and 1999.

Depreciation  and  amortization  expense  of $17,471  in Fiscal  1999  decreased
$1,451,  or 7.7%,  from  $18,922 in Fiscal  1998.  The  decrease  was  primarily
attributable  to  decreased  depreciation  from the  facility  construction  and
equipment purchases in Birmingham during Fiscal 1996.

Corporate expenses in Fiscal 1999 decreased $229, or 5.0%, from Fiscal 1998. The
decrease was due to decreases in various  expenses,  including  life  insurance,
compensation and travel.

Operating Income

Operating income of $55,929 in Fiscal 1999 increased $3,082,  or 5.8%,  compared
to operating  income of $52,847 in Fiscal 1998.  The operating  profit margin in
Fiscal  1999  increased  to 29.9%  from  29.0% 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 $73,400 in Fiscal 1999 from $71,769 in Fiscal
1998,  an  increase  of  $1,631,  or 2.3%.  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 of $42,154 for Fiscal 1999 decreased by $2,186,  or 4.9%, from
$44,340 in Fiscal 1998.  This decrease was  principally  due to the  incremental
interest  expense in the prior fiscal year  associated  with  carrying  both the
newly-issued  8.875% Notes and the 11.5%  Debentures from January 22, 1998 until
the  redemption of the 11.5%  Debentures  on March 3, 1998 after the  redemption
notice period was  completed as well as the reduced  weighted  average  interest
rate on

                                      -24-
<PAGE>

debt  during Fiscal 1999 as a  result of the  Company's refinancing of its 11.5%
Debentures.

The average amount of debt outstanding and the weighted average interest rate on
such debt for Fiscal 1998 and 1999 approximated  $449,431 and 9.7%, and $436,546
and 9.4%,  respectively.  The decreased  average debt balance during Fiscal 1999
was primarily due to carrying both the  newly-issued  8.875% Notes and the 11.5%
Debentures from January 22, 1998 until the redemption of the 11.5% Debentures on
March 3, 1998 after the redemption notice period was completed.  Had the Company
redeemed the 11.5%  Debentures on January 22, 1998, the average  balance of debt
would have been $430,507 for Fiscal 1998.

Interest  income of $2,760 in Fiscal 1999 decreased  $579, or 17.3%, as compared
to interest  income of $3,339 in Fiscal 1998.  The decrease was primarily due to
interest earned in the prior fiscal year from temporarily investing the majority
of the  proceeds  from the  issuance  of the 8.875%  Notes for the  period  from
January  22, 1998 until  March 3, 1998 at which time the  Company  redeemed  the
11.5% Debentures.

Income Taxes

The provision for income taxes in Fiscal 1999 of $6,717 increased by $1,130,  or
20.2%, when compared to the provision for income taxes of $5,587 in Fiscal 1998.
The increase was directly  related to the $4,012,  or 35.4%,  increase in income
before income taxes and extraordinary  loss,  partially offset by a reduction in
the Company's overall effective income tax rate in Fiscal 1999.

Income Before Extraordinary Loss

Income before  extraordinary loss in Fiscal 1999 increased by $2,882 from $5,746
in Fiscal 1998. This increase was the result of increased  operating  income and
reduced  nonoperating  expenses,  partially  offset by increased income taxes as
discussed above.

Net Income

Net  income  for Fiscal  1999 of $8,628  increased  $8,037,  or  1,359.9%,  when
compared to net income of $591 in Fiscal  1998.  The  increase in net income was
attributable  to the  improved  operating  results for Fiscal 1999 as  discussed
above as well as the  effect  of the  Fiscal  1998  extraordinary  loss on early
repayment of debt of $5,155.

Results of Operations - Fiscal 1998 Compared to Fiscal 1997

As compared to Fiscal 1997, the Company's  results of operations for Fiscal 1998
principally  reflect  increased  demand by advertisers in the  Washington,  D.C.
market as well as  increased  audience  share and  advertising  revenues  in the
Birmingham  market.  The comparative  results are also impacted by the effect of
the  Company's  $150,000  offering of its 8.875% Notes  completed on January 22,
1998.  The  cash  proceeds  of  the  offering,  net  of  offering  expenses,  of
approximately  $146,000  were used to redeem the Company's  11.5%  Debentures on
March 3, 1998 with the balance used to repay certain amounts  outstanding  under
the Company's revolving credit facility.


                                      -25-
<PAGE>

The Company incurred a loss, net of the related income tax effect,  of $5,155 on
the early  extinguishment of the 11.5% Debentures  resulting  primarily from the
payment of a call premium and write-off of remaining deferred financing costs.

Set forth below are  selected  consolidated  financial  data for Fiscal 1997 and
1998, respectively, and the percentage change between the years.
<TABLE>
<CAPTION>

                                                 Fiscal Year Ended September 30,
                                                 -------------------------------
                                                                                         Percentage
                                                  1997                   1998              Change
                                                  ----                   ----              ------
        <S>                                     <C>                    <C>              <C>
         Operating revenues, net                  $172,828              $182,484             5.6%
         Total operating expenses                  129,664               129,637             0.0%
                                                   -------               -------
         Operating income                           43,164                52,847            22.4%
         Nonoperating expenses, net                 41,630                41,514            (0.3)%
         Income tax provision                        1,110                 5,587           403.3%
                                                   -------               -------
         Income before extraordinary loss              424                 5,746         1,255.2%
         Extraordinary loss, net of income
               tax benefit                              --               (5,155)             --
                                                   -------               -------

         Net income                               $    424              $    591            39.4%
                                                   =======               =======

         Operating cash flow                      $ 62,816              $ 71,769            14.3%
                                                   =======               =======
</TABLE>

Net Operating Revenues

Net operating revenues for Fiscal 1998 totaled $182,484,  an increase of $9,656,
or 5.6%, as compared to Fiscal 1997.  This increase  resulted  principally  from
increased  local/regional  and  national  advertising  demand  in the  Company's
Birmingham and Washington,  D.C.  markets,  partially offset by a decline in the
Tulsa market as well as decreased  political  advertising in the majority of the
Company's  markets.  The  revenue  growth in  Birmingham  was  achieved  through
increased  audience and market share. The expansion in audience and market share
was the result of the Company's development of the Birmingham operation.

Local/regional advertising revenues increased $6,444, or 7.5%, over Fiscal 1997.
The increase was primarily  attributable  to an improvement  in the  Washington,
D.C. and Little Rock local/regional  advertising markets as well as market share
gains by the Birmingham stations, offset by a weakening in the Harrisburg market
for local/regional advertisers.

National advertising revenues increased $4,206, or 5.9%, in Fiscal 1998 over the
prior fiscal year. The increase was principally  attributable to improvements in
the  Washington,  D.C. and Harrisburg  national  advertising  markets and market
share  gains by the  Birmingham  stations,  offset by a  weakening  in the Tulsa
market for national advertisers.

Political  advertising revenues decreased by $982, or 23.0%, in Fiscal 1998 from
Fiscal 1997.  This  decrease  was  primarily  due to the  national  presidential
election  as well as  various  high-profile  local  elections  in several of the
Company's  markets  that  took  place  during  Fiscal  1997


                                      -26-
<PAGE>

with no  comparable  political  elections  occurring  during  Fiscal  1998.  The
decrease was partially offset by Fiscal 1998 political advertising leading up to
various  high-profile  local  political  elections that took place during Fiscal
1999.

No individual  advertiser  accounted for more than 5% of the Company's broadcast
revenues during Fiscal 1998 or 1997.

Total Operating Expenses

Total  operating  expenses  in Fiscal  1998 were  $129,637,  a  decrease  of $27
compared to total operating expenses of $129,664 in Fiscal 1997.

Television operating expenses, excluding depreciation and amortization,  totaled
$106,147  in Fiscal  1998,  an  increase  of $517,  or 0.5%,  when  compared  to
television  operating  expenses of $105,630 in Fiscal 1997. The increase in such
expenses was reduced by a  non-recurring  programming  expense of  approximately
$2,000 related to the Company's early termination of a program contract incurred
during Fiscal 1997.  Excluding this charge from Fiscal 1997 television operating
expenses,  such expenses  increased  2.4% in Fiscal 1998 from Fiscal 1997.  This
television  operating  expense increase was primarily  attributable to increased
news expenses across a majority of the Company's  stations,  partially offset by
an overall reduction in television operating expenses in Birmingham, Little Rock
and Charleston.

Depreciation and amortization  expense of $18,922 in Fiscal 1998 decreased $730,
or 3.7%, from $19,652 in Fiscal 1997. The decrease was primarily attributable to
the reduced  level of capital  expenditures  from Fiscal 1996 to Fiscal 1997 and
Fiscal 1998.

Corporate expenses in Fiscal 1998 increased $186, or 4.2%, from Fiscal 1997. The
increase  was due to  increases  in various  expenses,  including  compensation,
travel and entertainment.

Operating Income

Operating income of $52,847 in Fiscal 1998 increased $9,683, or 22.4%,  compared
to operating  income of $43,164 in Fiscal 1997.  The operating  profit margin in
Fiscal 1998 increased to 29.0% from 25.0% for the prior fiscal year.

The  increase in  operating  income and margin was due  primarily  to  operating
revenues  increasing  more than  operating  expenses  as  discussed  above.  The
Company's  Fiscal 1997  operating  margins  were  adversely  impacted due to the
investment  in the start-up  operations  in Birmingham  (e.g.,  programming  and
staffing changes,  marketing and promotion activities,  and depreciation arising
from capital  expenditures for facility  construction and equipment purchases to
integrate the operation) during the initial phase of Birmingham's audience share
development as well as the non-recurring program termination expense.



                                      -27-
<PAGE>
Operating Cash Flow

Operating  cash flow  increased to $71,769 in Fiscal 1998 from $62,816 in Fiscal
1997, an increase of $8,953,  or 14.3%. This increase was a result of the growth
in net operating  revenues together with relatively stable television  operating
expenses and corporate  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 of $44,340 for Fiscal 1998 increased by $1,470,  or 3.4%, from
$42,870 in Fiscal 1997.  This increase was  principally  due to the  incremental
interest expense associated with carrying both the newly-issued 8.875% Notes and
the 11.5%  Debentures  from January 22, 1998 until the  redemption  of the 11.5%
Debentures on March 3, 1998 after the  redemption  notice period was  completed.
Had the Company  redeemed the 11.5%  Debentures  on January 22,  1998,  interest
expense for Fiscal 1998 would have been $42,729, a decrease of $141, or 0.3%, as
compared to Fiscal 1997. This decrease was related to a reduced average interest
rate on debt as a result of the  Company's  refinancing  on  January  22,  1998,
partially offset by higher average outstanding debt balances during Fiscal 1998.

The average amount of debt outstanding and the weighted average interest rate on
such debt for Fiscal 1998 and 1997 approximated  $449,431 and 9.7%, and $413,723
and 10.2%,  respectively.  The increased  weighted  average debt balance  during
Fiscal 1998 was primarily due to carrying both the newly-issued 8.875% Notes and
the 11.5%  Debentures  from January 22, 1998 until the  redemption  of the 11.5%
Debentures on March 3, 1998 after the  redemption  notice period was  completed.
Had the Company  redeemed the 11.5%  Debentures on January 22, 1998, the average
balance of debt would have been $430,507 for Fiscal 1998.

Interest  income of $3,339 in Fiscal 1998 increased  $906, or 37.2%, as compared
to interest  income of $2,433 in Fiscal 1997.  The increase was primarily due to
interest earned from temporarily investing the majority of the proceeds from the
issuance of the 8.875% Notes for the period from January 22, 1998 until March 3,
1998 at which time the Company redeemed the 11.5% Debentures.

Income Taxes

The provision for income taxes in Fiscal 1998 of $5,587 increased by $4,477,  or
403.3%,  when  compared to the  provision  for income  taxes of $1,110 in Fiscal
1997. The increase was directly

                                      -28-
<PAGE>

related to the $9,799,  or 638.8%,  increase in income  before  income taxes and
extraordinary loss. This increase was a result of the increased Operating Income
and reduced Nonoperating Expenses as discussed above.

Income Before Extraordinary Loss

Income before extraordinary loss in Fiscal 1998 increased by $5,322 from $424 in
Fiscal 1997.  As discussed  previously,  the start-up  nature of the  Birmingham
operation and the non-recurring  program expense adversely  impacted Fiscal 1997
results.

Net Income

Net income for Fiscal 1998 of $591  increased  $167, or 39.4%,  when compared to
net income of $424 in Fiscal 1997.  The increase in net income was  attributable
to  the  improved   operating  results  for  Fiscal  1998  as  discussed  above,
substantially offset by the $5,155 extraordinary loss on early repayment of debt
resulting  primarily  from  the  payment  of a call  premium  and  write-off  of
remaining deferred financing costs.

Balance Sheet

Significant  balance sheet fluctuations from September 30, 1997 to September 30,
1998 consisted of increased cash and cash  equivalents and long-term debt. These
increases reflect the Company's refinancing transaction in January 1998.


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  $28,022  and  $28,302  for  Fiscal  1998  and  1999,
respectively.

Distributions to Related Parties

The  Company  periodically  makes  advances  in the  form  of  distributions  to
Perpetual. For Fiscal 1997, 1998 and 1999, the Company made cash advances net of
repayments  to Perpetual  of $12,904,  $18,804 and  $16,199,  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 1998 and 1999, the Company was charged by Perpetual and
made payments to Perpetual for federal and state income taxes  totaling $433 and
$4,328,  respectively.  During Fiscal 1997, the Company generated a benefit from
federal  income  taxes of $691.  This  benefit was  effectively  distributed  to
Perpetual as such benefit will not be recognized in future years pursuant to the
terms of the tax sharing agreement between the companies.


                                      -29-
<PAGE>

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  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, 1999 and through November 15, 1999, the Company made additional
net distributions to owners of $8,966.

Indebtedness

The  Company's  total debt,  including  the current  portion of long-term  debt,
decreased from $429,691 at September 30, 1998 to $429,629 at September 30, 1999.
This debt,  net of  applicable  discounts,  consists  of  $274,051  of the 9.75%
Debentures,   $150,000  of  the  8.875%  Notes  and  $5,578  of  capital   lease
obligations.  The  decrease  of $62 in total  debt from  September  30,  1998 to
September  30,  1999  was  primarily  due to a net  decrease  in  capital  lease
obligations.  As of September 30, 1999, there were no amounts  outstanding under
the Company's $40,000  revolving credit facility.  The revolving credit facility
is secured by the pledge of the stock of the  Company and its  subsidiaries  and
matures April 16, 2001.

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,  the Company must maintain specified
levels  of  operating  cash flow and  working  capital  and  comply  with  other
financial covenants.  Compliance with the financial covenants is measured at the
end of each quarter, and as of September 30, 1999, the Company was in compliance
with those financial

                                      -30-
<PAGE>

covenants.  The Company is also  required to pay a  commitment  fee of .375% per
annum based on any unused portion of the revolving credit facility.

Other Uses of Cash

During Fiscal 1997, 1998 and 1999, the Company made $14,689, $9,191 and $11,377,
respectively,  of  capital  expenditures,  of which  $2,549,  $634  and  $1,528,
respectively,  were financed through capital lease transactions. The decrease in
capital   expenditures   from  Fiscal  1997  to  Fiscal  1998  was   principally
attributable to completion of the facility  construction and equipment purchases
in Alabama  associated with the consolidation of the operations of WCFT and WJSU
and the purchase of a corporate aircraft in Fiscal 1997. The increase in capital
expenditures  from Fiscal 1998 to Fiscal 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  for Fiscal 2000 will approximate  $6,000
and will be primarily for the acquisition of technical equipment and vehicles to
support  operations.  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 a $15,000 annually  renewable lease credit
facility 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
March 1, 2000 and is  renewable  annually on mutually  satisfactory  terms.  The
Company currently intends to renew this facility.  At September 30, 1999, $5,578
was outstanding under this 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 1997, 1998
and 1999, the Company made cash payments of approximately  $19,500,  $17,600 and
$17,200, respectively, for rights to television programs. The Fiscal 1997 amount
includes the approximate $2,000 non-recurring program expense resulting from the
Company's early termination of a program contract. As of September 30, 1999, the
Company had commitments to acquire further program rights through  September 30,
2005 totaling  $69,795 and  anticipates  cash  payments for program  rights will
approximate  $20,000 per year for the foreseeable  future. The Company currently
intends to fund these commitments with cash provided by operations.

The Company has entered into an asset purchase  agreement for the acquisition of
WJSU.  See  "Owned  and/or  Programmed  Stations  -  WBMA/WCFT/WJSU:  Birmingham
(Anniston and Tuscaloosa,  Alabama) ". The Company currently intends to fund the
purchase price of $3,337 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.


                                      -31-
<PAGE>

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, 1999, 74% of the assets of ACC were held by operating subsidiaries
and for Fiscal 1999,  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.


                                      -32-
<PAGE>

Year 2000 Compliance

The Year 2000 issue,  common to most companies,  results from computer programs,
computer  equipment  and embedded  microprocessors  using two digits rather than
four to define the applicable year. Computer applications and equipment that use
date-sensitive software or date-sensitive embedded microprocessors may recognize
a date of "00" as the year 1900 rather than the year 2000. As the Company relies
on various technologies throughout its business operations,  the Year 2000 issue
could  result in a system  failure  or  miscalculations  causing  disruption  of
operations.

The Company has undertaken  various  initiatives to ensure that its  operational
and financial  reporting  systems and equipment  with embedded  technology  will
function  properly  with respect to dates in the Year 2000 and  thereafter.  The
Company is progressing through a comprehensive plan which includes the following
phases:   (i)   identification   of   mission-critical   operating  systems  and
applications;  (ii) inventory of all applications and equipment at risk of being
date  sensitive to the Year 2000;  (iii)  assessment and evaluation of Year 2000
issues; (iv) system modification,  upgrade or replacement; (v) testing; and (vi)
development of contingency plans in the event that  modifications,  upgrades and
replacements  are not completed  timely or do not fully  remediate the Year 2000
issues.

To implement the plan, the Company  established Year 2000 teams from each of its
television  stations that are  responsible for analyzing the Year 2000 impact on
operations and for formulating  appropriate  strategies to resolve the Year 2000
issues.  The Company has  generally  completed all phases of the Year 2000 plan.
The Company's assessment phase of the plan also included contacting  significant
third party vendors and service providers in an effort to determine the state of
their Year 2000  readiness as all computer  software  utilized by the Company as
well as the  majority  of the  Company's  programming  are  obtained  from third
parties.  The Company has undertaken formal  communications with its significant
vendors  and service  providers  and has  monitored  responses  and  implemented
additional follow-up measures as necessary.

The  Company's  plan of  remediation  included a combination  of installing  new
applications  and  equipment,  upgrading  existing  applications  and equipment,
retiring  obsolete systems and equipment and confirming  significant third party
compliance.  A summary  of  certain of the  Company's  mission-critical  systems
follows:

The Company receives network and first-run syndicated programming via satellite.
The Company's  receipt of that  programming is dependent upon the ABC television
network and program  syndicators  resolving  their Year 2000 issues.  Based upon
communications  from the ABC  television  network and program  syndicators,  the
Company does not currently anticipate any disruptions in receiving  programming.
In the event of any programming disruptions, the Company has certain alternative
programming options that it will consider.

The Company uses advertising  inventory management software to manage,  schedule
and bill advertising at each of the Company's television stations. This software
is licensed  from a single  vendor that has  warranted  the system for Year 2000
compliance and advised the Company of the satisfactory completion of a Year 2000
test of the software by other users.


                                      -33-
<PAGE>

The  Company  utilizes  equipment  and  software to automate  the  insertion  of
advertising  into program breaks.  This equipment and software at certain of the
Company's  television  stations  required  upgrades  in  order  to be Year  2000
compliant. These upgrades have been completed; however, failure of this software
or equipment would not materially disrupt the Company's  business  operations as
this process can also be performed manually.

The Company uses various  broadcast and studio equipment to produce and transmit
its broadcast signals. The Company has communicated with third party vendors and
tested the  equipment  with respect to embedded  technology.  The results of the
procedures  have given the Company no reason to believe that the equipment  will
not continue to function after 1999.

As of September 30, 1999, costs toward achieving Year 2000 compliance, including
capital  expenditures,  have not  been  material  to the  Company's  results  of
operations,  its cash flow or its  financial  position,  and such  costs are not
expected to be material in Fiscal 2000. Based on the Company's assessment, costs
of the Company's Year 2000 plan, including those incurred to date, are currently
expected  not to exceed  $2,000.  Such costs have been  principally  for capital
expenditures for replacement  systems.  These systems generally provide enhanced
capabilities and  functionality as well as Year 2000 compliance.  The costs have
been funded with cash provided by operations.  This estimate  assumes that third
party vendors have accurately assessed the compliance of their products and that
they have successfully  corrected issues in non-compliant  products. The Company
does not separately  track internal costs  associated  with the Year 2000 issue;
however,  such costs are not considered to be significant and principally relate
to payroll costs of existing  engineering  personnel.  The Company believes that
none of its other significant  information  technology projects has been delayed
as a result of the Year 2000 compliance efforts.

In  the  event  that  the   Company   experiences   a  failure  in  any  of  its
mission-critical   systems,   contingency  plans  have  been  developed  at  the
individual  project level as highlighted  above.  The framework of the plans has
been structured to reflect each station's  internal  operating  procedures.  Key
personnel at each station will be on duty or available  during the critical time
period from December 31, 1999 to early January 2000.

On or subsequent to January 1, 2000,  the Company may discover  additional  Year
2000 issues, including that remediation or contingency plans are not feasible or
that the costs of such plans exceed  current  expectations.  In many cases,  the
Company is relying on  assurances  from third parties that their systems or that
new or upgraded systems acquired by the Company will be Year 2000 compliant. The
failure of  systems  of the  Company  or third  parties  could  cause a material
disruption in the Company's business operations. In addition, disruptions in the
general  economy as a result of the Year 2000 issue could lead to a reduction of
advertising  spending which could adversely affect the Company. The Company will
continue to evaluate the nature of these risks,  but at this time  management is
unable to determine the probability that any such risk will occur, or if it does
occur,  what the  nature,  length or other  effects,  if any, it may have on the
Company.

                                      -34-
<PAGE>

In  general,  the Company has  fulfilled  the  elements of its Year 2000 plan in
order to mitigate  the impact that any Year 2000 issues may have on the Company.
While there can be no assurance that the Company's systems or equipment or those
of third  parties on which the Company  relies will be Year 2000  compliant in a
timely manner or that the  Company's or third  parties'  contingency  plans will
mitigate the effects of any  noncompliance,  management  believes that it has an
effective  program to resolve any remaining  Year 2000 issues in a timely manner
and that its internal Year 2000 issues have been substantially remediated.

The  information  set forth above is deemed by the Company to  constitute  "Year
2000  Statements"  and to contain "Year 2000  Readiness  Disclosure"  within the
meaning of the "Year 2000 Information and Readiness Act. "

                                      -35-
<PAGE>




                ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES

At September 30, 1999, the Company had other financial instruments consisting 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,
1999, the carrying  value of debt was $429,629,  the fair value was $416,000 and
the weighted  average  interest rate on debt 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.

                                      -36-
<PAGE>


                                    PART III

                    ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
                                OF THE REGISTRANT

    Executive officers and directors of ACC are as follows:

         Name              Age            Title

Joe L. Allbritton          74   Chairman of the Executive Committee and Director
Barbara B. Allbritton      62   Vice President and Director
Lawrence I. Hebert         53   Chairman, Chief Executive Officer and Director
Robert L. Allbritton       30   President and Director
Frederick J. Ryan, Jr.     44   Vice Chairman, Executive Vice President, Chief
                                Operating Officer and Director
W.E. Tige Savage           31   Director
Jerald N. Fritz            48   Vice President, Legal and Strategic Affairs,
                                General Counsel
Stephen P. Gibson          34   Vice President and Chief Financial Officer

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 Chairman of the
Board of Riggs National  Corporation  ("Riggs") (owner of banking  operations in
Washington,  D.C., Maryland, Virginia, Florida and internationally) from 1981 to
the present;  Chairman of the Board of Riggs Bank N.A. ("Riggs Bank") since 1983
and its Chief Executive  Officer since 1982;  Director of Riggs Bank Europe Ltd.
since 1984 and its  Chairman of the Board since 1992;  Chairman of the Board and
owner  since  1958 of  Perpetual  (indirect  owner of ACC and 80% owner  through
Allnewsco  of  NewsChannel  8,  a  Virginia-based  cable  programming  service);
Chairman of Allnewsco  since its  inception  in 1990;  Chairman of the Board and
owner  since  1988 of  Westfield;  Chairman  of the Board of  Houston  Financial
Services Ltd. Since 1977; Chairman of the Board of WSET since 1974; a Manager of
KATV,  KTUL and WCIV since 1997;  Chairman of the Board of Allfinco,  Harrisburg
Television  and TV  Alabama  since  1995;  Chairman  of  the  Board  of AGI  and
Allbritton  Jacksonville,  Inc. ("AJI") since 1996; a Director of Allbritton New
Media,  Inc.  ("ANMI") since 1999; 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 and one of
its Vice  Presidents  since 1980.  In addition to her  position  with ACC,  Mrs.
Allbritton  has been a  Director  of  Riggs  since  1991;  a  Director  and Vice
President of WSET since 1976; a Vice  President and Director of Perpetual  since
1978;  a Director  of Houston  Financial  Services  since  1977;  a Director  of
Allnewsco since 1990; a Trustee and Vice President of The Allbritton  Foundation
since 1971; a Director of Allfinco,  Harrisburg  Television and TV Alabama since
1995;  a 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".

                                      -37-
<PAGE>

LAWRENCE I. HEBERT has been Chairman of the Board and Chief Executive Officer of
ACC since  April  1998 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,  and was its President from
1984 to 1998.  He has been a Director of Perpetual  since 1980 and its President
since 1981;  President  of  Westfield  since 1988;  President  and a Director of
Westfield  News  Publishing,  Inc.  since 1991; a Director of WSET since 1982; a
Manager of KATV, KTUL and WCIV since 1997; Vice Chairman of the Board of Houston
Financial Services since 1977; a Director of Allnewsco since 1989; President and
a Director of ATP since 1989; a Vice  President and a Director of Allfinco since
1995; 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 was Vice Chairman
of the Board of Riggs from 1988 to 1993,  and has been 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.

ROBERT L.  ALLBRITTON  has been President of ACC since April 1998 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. He has been President and a Director
of ANMI since 1999;  President  and a Manager of Irides,  LLC  ("Irides")  since
1999; a Director of Allnewsco  since 1992; a Director of Riggs Bank from 1994 to
1997 and Riggs Bank Europe Ltd.  since 1994;  a Director of Riggs since 1994;  a
Director of American  Capital  Strategies Ltd since 1997; and a Trustee and Vice
President of The  Allbritton  Foundation  since 1992.  He has been a Director of
Perpetual  since  1993;  President  and  Director  of  Allfinco  and  Harrisburg
Television  since 1995;  Vice President and a Director of TV Alabama since 1995;
Vice  President and a Director of AGI since 1996;  Vice President and a Director
of AJI since 1996 and  President  of KTUL since  1997.  He has been a Manager of
KATV,  KTUL  and  WCIV  since  1997.  He is the  son of Joe L.  and  Barbara  B.
Allbritton.  See "Certain Relationships and Related Transactions".

FREDERICK J. RYAN, JR. has been  Executive  Vice  President and Chief  Operating
Officer of ACC since  April 1998 and a Director  and Vice  Chairman of ACC since
1995.  He served as Senior Vice  President of ACC from 1995 to 1998.  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  (1989-95)  and
Assistant to the President in the White House (1982-89). 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
member of the Board of  Consultants  for Riggs Bank and a Director of Riggs Bank
Europe Ltd. in London since 1996.

                                      -38-
<PAGE>

W.E. TIGE SAVAGE has been a Director of ACC since April 1999. In addition to his
position  with ACC, Mr. Savage has served as Executive  Vice  President of Riggs
Bank from 1998 to the present and Vice President of Irides since 1999.  Prior to
serving in this capacity,  he served as Vice President and Special  Assistant to
the Chairman of Riggs (1993-96); Group Manager, Credit Underwriting Group, Riggs
Bank (1992-93); and Associate,  Corporate Banking, Riggs Bank (1991). Mr. Savage
also previously served as Associate, Corporate Finance at Dillon Read and Co. in
1997.

JERALD N.  FRITZ has been a Vice  President  of ACC since  1987,  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 1988,  a Vice
President of Allnewsco  since 1989 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 Vice President of ACC since 1997 when he joined the
Company.  He  served  as Vice  President  and  Controller  and was  named  Chief
Financial  Officer in November  1998.  He is also Vice  President of AGI,  KATV,
KTUL, WSET, WCIV, Allfinco,  Harrisburg  Television,  TV Alabama, ATP, ANB, 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.


                                      -39-
<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 1999, 1998 and 1997:
<TABLE>
<CAPTION>

                                          Summary Compensation Table (1)
                                          -----------------------------
         Name and                Fiscal                                      Other Annual            All Other
    Principal Position            Year         Salary          Bonus         Compensation          Compensation
    -----------------           ------        ------          -----         ------------          ------------
<S>                             <C>         <C>              <C>             <C>                   <C>
Joe L. Allbritton                1999        $550,000                                                $112,500 (2)
Chairman of the Executive        1998         550,000                                                 106,300 (2)
  Committee                      1997         550,000                                                 115,500 (2)

Lawrence I. Hebert (1)
Chairman and Chief               1999         200,000         $55,000
  Executive Officer              1998         150,000          50,000

Robert L. Allbritton (1)
  President                      1999         200,000          55,000

Frederick J. Ryan, Jr. (3)       1999         200,000          55,000                                  5,900 (4)
  Chief Operating Officer        1998         150,000          55,000                                  4,700 (4)
                                 1997         150,000                                                  4,000 (4)

Jerald N. Fritz  (5)             1999         170,000          55,000                                  5,000 (4)
  Vice President, Legal          1998         160,000          55,000                                  5,200 (4)
  and Strategic Affairs          1997         150,000          50,000                                  4,800 (4)
----------
<FN>

(1)      Lawrence I. Hebert,  Chairman and Chief  Executive  Officer of ACC, and
         Robert L. Allbritton,  President of ACC, are paid cash  compensation by
         Perpetual  for  services to  Perpetual  and other  interests  of Joe L.
         Allbritton,  including  ACC.  Except for Mr. Hebert for Fiscal 1999 and
         1998 and for Mr. Robert L.  Allbritton  for Fiscal 1999,  the allocated
         portion of such  compensation  to ACC was less than  $100,000,  and is,
         therefore,  not included herein. In addition,  Mr. Robert L. Allbritton
         is paid  management  fees  directly  by ACC which are also  included as
         compensation above.
(2)      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.
(3)      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.
(4)      These amounts reflect annual contributions by ACC to the Company's 401(k) Plan.
(5)      Jerald N. Fritz is paid compensation by ACC for services to the Company
         and  Perpetual.  Perpetual has  reimbursed  ACC for $4,400,  $4,600 and
         $22,000 of the compensation  shown in the table for Mr. Fritz in Fiscal
         1997, 1998 and 1999, respectively.
</FN>
</TABLE>

                                      -40-
<PAGE>


The Company does not have a  Compensation  Committee of its Board of  Directors.
Compensation of executive officers is determined by Joe L. Allbritton,  Lawrence
I. Hebert and Robert L. Allbritton.  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.

                                      -41-
<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  1999,  the Company  made cash  advances to  Perpetual of
$282,090  and  Perpetual  made  repayments  on these cash  advances of $265,891.
Accordingly,  the net change in  distributions  to related parties during Fiscal
1999 was an increase of $16,199.  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 $4,328. 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 $227.

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, 1999 and through November 15, 1999, the Company made additional
net distributions to owners of $8,966.

                                      -42-
<PAGE>

Management Fees

Management  fees of $504 were paid to  Perpetual by the Company for Fiscal 1999.
The Company also paid executive  compensation  in the form of management fees to
Joe L. Allbritton and Robert L. Allbritton for Fiscal 1999 in the amount of $550
and $140, respectively. The Company expects to pay management fees to Perpetual,
Mr.  Joe L.  Allbritton  and Mr.  Robert L.  Allbritton  during  Fiscal  2000 of
approximately  $500,  $550 and $185,  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.

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,
approximately  42.6% of the

                                      -43-
<PAGE>

common stock of which is deemed to be beneficially owned by Riggs' Chairman, Joe
L.  Allbritton,  and  7.7%  of  the  common  stock  of  which  is  deemed  to be
beneficially  owned by Riggs' director, Barbara B. Allbritton, including in each
case 7.2% of the common stock of which Mr. and Mrs.  Allbritton share beneficial
ownership.  During Fiscal 1999, ACC incurred  expenses to Riggs Bank of $275 for
this space. ACC expects to pay  approximately  $280 for such space during Fiscal
2000. 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 1999,  Riggs Bank has placed orders for advertising on WJLA during
Fiscal 2000  approximating  $60. The amount of total advertising it may purchase
for  Fiscal  2000  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.

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 an option to
acquire up to a total of 49% ownership of ANMI. The Company  expects to pay fees
to Irides  during  Fiscal 2000 for  services  performed of  approximately  $150.
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.


                                      -44-
<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 1999.


                                      -45-
<PAGE>




                        ALLBRITTON COMMUNICATIONS COMPANY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                          Page

Report of Independent Accountants.....................................    F-2
Consolidated Balance Sheets as of September 30, 1998 and 1999.........    F-3
Consolidated Statements of Operations and Retained Earnings
   for the Years Ended September 30, 1997, 1998 and 1999..............    F-4
Consolidated Statements of Cash Flows for the Years Ended
   September 30, 1997, 1998 and 1999..................................    F-5
Notes to Consolidated Financial Statements............................    F-6
Financial Statement Schedule for the Years Ended
   September 30, 1997, 1998 and 1999
   II- Valuation and Qualifying Accounts and Reserves.................    F-18

                                       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, 1998 and 1999, and
the results of their operations and their cash flows for each of the three years
in the period ended  September 30, 1999, in conformity  with generally  accepted
accounting principles.  These financial statements are the responsibility of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in accordance  with  generally  accepted  auditing  standards  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 the opinion expressed above.




PricewaterhouseCoopers LLP

Washington, D.C.
November 15, 1999



                                      F-2
<PAGE>
<TABLE>
<CAPTION>


                                                ALLBRITTON COMMUNICATIONS COMPANY
                                                   CONSOLIDATED BALANCE SHEETS
                                          (Dollars in thousands except share information)

                                                                                         September 30,
                                                                                         -------------
                                                                                   1998                1999
                                                                                   ----                ----
<S>                                                                          <C>                  <C>

                                ASSETS
Current assets
     Cash and cash equivalents..............................................   $  13,849           $  14,437
     Accounts receivable, less allowance for doubtful
        accounts of $1,371 and $1,424.......................................      33,568              35,093
     Program rights.........................................................      17,199              18,057
     Deferred income taxes..................................................       1,706               1,262
     Interest receivable from related party.................................         492                 492
     Other..................................................................       2,003               2,434
                                                                                --------            --------
        Total current assets................................................      68,817              71,775

Property, plant and equipment, net..........................................      47,559              47,098
Intangible assets, net......................................................     144,804             139,134
Deferred financing costs and other..........................................      10,856               9,661
Cash surrender value of life insurance......................................       5,648               7,015
Program rights .............................................................       1,837               1,185
                                                                                --------            --------
                                                                               $ 279,521           $ 275,868
                                                                                ========            ========

          LIABILITIES AND STOCKHOLDER'S INVESTMENT

Current liabilities
     Current portion of long-term debt......................................   $   1,436           $   1,921
     Accounts payable.......................................................       2,648               3,699
     Accrued interest payable...............................................      11,156              11,156
     Program rights payable.................................................      20,249              22,721
     Accrued employee benefit expenses......................................       4,860               4,470
     Other accrued expenses.................................................       4,257               3,570
                                                                                --------            --------
        Total current liabilities...........................................      44,606              47,537

Long-term debt .............................................................     428,255             427,708
Program rights payable......................................................       1,722               1,672
Deferred rent and other.....................................................       3,436               3,048
Accrued employee benefit expenses...........................................       1,977               2,112
Deferred income taxes.......................................................       3,301               5,138
                                                                                --------            --------
        Total liabilities...................................................     483,297             487,215
                                                                                --------            --------

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......................................................      45,426              54,054
     Distributions to owners, net (Note 7)..................................    (256,158)           (272,357)
                                                                                --------             -------
        Total stockholder's investment......................................    (203,776)           (211,347)
                                                                                --------             -------
                                                                               $ 279,521           $ 275,868
                                                                                ========            ========

                       See  accompanying   notes  to  consolidated financial statements.
</TABLE>

                                                 F-3
<PAGE>
<TABLE>
<CAPTION>


                                         ALLBRITTON COMMUNICATIONS COMPANY
                           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                             (Dollars in thousands)

                                                                          Years Ended September 30,
                                                                          -------------------------
                                                                1997                1998               1999
                                                                ----                ----               ----
<S>                                                           <C>               <C>                 <C>
Operating revenues, net...................................     $172,828           $182,484           $187,288
                                                                -------            -------            -------

Television operating expenses, excluding
    depreciation and amortization.........................      105,630            106,147            109,549
Depreciation and amortization.............................       19,652             18,922             17,471
Corporate expenses........................................        4,382              4,568              4,339
                                                                -------            -------            -------

                                                                129,664            129,637            131,359
                                                                -------            -------            -------

Operating income..........................................       43,164             52,847             55,929

Nonoperating income (expense)
    Interest income
       Related party......................................        2,212              2,222              2,480
       Other  ............................................          221              1,117                280
    Interest expense......................................      (42,870)           (44,340)           (42,154)
    Other, net............................................       (1,193)              (513)            (1,190)
                                                                -------            -------            -------

Income before income taxes and extraordinary loss.........        1,534             11,333             15,345
Provision for income taxes................................        1,110              5,587              6,717
                                                                -------            -------            -------

Income before extraordinary loss..........................          424              5,746              8,628
Extraordinary loss on early repayment of debt,
    net of income tax benefit of $3,176...................           --             (5,155)                --
                                                                -------            -------            -------

Net income................................................          424                591              8,628
Retained earnings, beginning of year......................       45,102             44,835             45,426
Tax benefit distributed...................................         (691)                --                 --
                                                                -------            -------            -------

Retained earnings, end of year............................     $ 44,835           $ 45,426           $ 54,054
                                                                =======            =======            =======

                           See accompanying notes to consolidated financial statements.

</TABLE>
                                                      F-4
<PAGE>

<TABLE>
<CAPTION>

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

                                                                     Years Ended September 30,
                                                                     -------------------------
                                                                 1997              1998              1999
                                                                 ----              ----              ----
<S>                                                        <C>               <C>                 <C>
Cash flows from operating activities:
   Net income.............................................  $     424         $     591         $   8,628
                                                             --------          --------          --------
   Adjustments to reconcile net income to net
      cash provided by operating activities:
    Depreciation and amortization.........................     19,652            18,922            17,471
    Other noncash charges.................................      1,182             1,267             1,257
    Noncash tax benefit distributed.......................       (691)               --                --
    Extraordinary loss on early repayment of debt.........         --             5,155                --
    Provision for doubtful accounts.......................        576               268               519
    Loss (gain) on disposal of assets.....................         28               (53)               (3)
    Changes in assets and liabilities:
     (Increase) decrease in assets:
        Accounts receivable...............................     (5,926)              733            (2,044)
        Program rights....................................      1,042            (3,128)             (206)
        Receivable from related party.....................      1,578                --                --
        Other current assets..............................       (342)              525              (431)
        Other noncurrent assets...........................       (545)             (270)           (1,313)
        Deferred income taxes.............................        971                --               444
      Increase (decrease) in liabilities:
        Accounts payable..................................     (2,471)             (972)            1,051
        Accrued interest payable..........................         41               391                --
        Program rights payable............................       (906)            1,287             2,422
        Accrued employee benefit expenses.................        815             1,273              (255)
        Other accrued expenses............................        257              (682)             (687)
        Deferred rent and other liabilities...............       (134)              369              (388)
        Deferred income taxes.............................         --             2,346             1,837
                                                             --------          --------          --------
          Total adjustments ..............................     15,127            27,431            19,674
                                                             --------          --------          --------
          Net cash provided by operating activities.......     15,551            28,022            28,302
                                                             --------          --------          --------
Cash flows from investing activities:
    Capital expenditures .................................    (12,140)           (8,557)           (9,849)
    Purchase of option to acquire assets of WJSU..........     (5,348)               --                --
    Proceeds from disposal of assets......................        125               367                40
                                                             --------          --------          --------
          Net cash used in investing activities...........    (17,363)           (8,190)           (9,809)
                                                             --------          --------          --------
Cash flows from financing activities:
    Proceeds from issuance of debt........................         --           150,000                --
    Deferred financing costs..............................         --            (4,481)               --
    Prepayment penalty on early repayment
       of debt............................................         --            (5,842)               --
    Draws (repayments) under lines of credit, net.........     10,600           (12,700)               --
    Principal payments on long-term debt and
       capital leases.....................................       (571)         (124,322)           (1,706)
    Distributions to owners, net of certain charges.......    (52,597)         (134,814)         (282,090)
    Repayments of distributions to owners.................     39,693           118,755           265,891
                                                             --------          --------          --------
          Net cash used in financing activities...........     (2,875)          (13,404)          (17,905)
                                                             --------          --------          --------
Net (decrease) increase in cash and cash equivalents......     (4,687)            6,428               588
Cash and cash equivalents, beginning of year..............     12,108             7,421            13,849
                                                             --------          --------          --------
Cash and cash equivalents, end of year....................  $   7,421         $  13,849         $  14,437
                                                             ========          ========          ========

Supplemental disclosure of cash flow information:
       Cash paid for interest.............................  $  42,829         $  43,949         $  41,926
                                                             ========          ========          ========
       Cash paid for state income taxes...................  $     792         $     105         $      48
                                                             ========          ========          ========
Non-cash investing and financing activities:
       Equipment acquired under capital leases............  $   2,549         $     634         $   1,528
                                                             ========          ========          ========

                          See accompanying notes to consolidated financial statements.

                                                  F-5
<PAGE>
</TABLE>



                        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 and/or  programs 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

The Company also engages in various  activities  relating to the  production and
distribution of television programming.

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 generally accepted accounting  principles 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.

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

                                      F-6
<PAGE>
                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)

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 and network  affiliations,  favorable terms on contracts and leases and
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 and network affiliations are amortized over 40
years,  the premiums for  favorable  terms on contracts and leases are amortized
over the terms of the  related  contracts  and leases (19 to 25 years),  and the
Option  is  amortized  over  the term of the  Option  and the  associated  local
marketing  agreement  (10 years).  The Company  assesses the  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.

                                      F-7
<PAGE>

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

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,
1999 had an overnight  repurchase  agreement  with a financial  institution  for
$14,046.  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  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.

                                      F-8
<PAGE>

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

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.


NOTE 2 - LOCAL MARKETING AGREEMENT AND ASSOCIATED OPTION

In December 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 provides for the Company to
supply  program  services to WJSU and to retain all  revenues  from  advertising
sales. In exchange,  the Company pays all station operating expenses and certain
management fees to the station's owner.  The operating  revenues and expenses of
WJSU are therefore included in the Company's  consolidated  financial statements
since  December 1995. In connection  with the LMA, the Company  entered into the
Option to acquire the assets of WJSU. The cost of the Option totaled $15,348, of
which $10,000 was paid in December 1995 and $5,348 was paid in January 1997. The
Option is exercisable through December 2005, subject to certain conditions,  for
additional  consideration of $3,337. The Company exercised its option to acquire
WJSU on September 14, 1999 by entering into an asset purchase  agreement for the
purchase  of  WJSU,  subject  to  regulatory   approval  and  customary  closing
conditions.

                                      F-9
<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,
                                                                               -------------
                                                                           1998               1999
                                                                       ---------          ---------
        <S>                                                           <C>                 <C>

         Buildings and leasehold improvements.....................      $ 20,537           $ 21,207
         Furniture, machinery and equipment.......................       103,498            106,581
         Equipment under capital leases...........................         7,864              9,392
                                                                         -------            -------
                                                                         131,899            137,180
         Less accumulated depreciation............................       (89,075)           (97,932)
                                                                         -------            -------
                                                                          42,824             39,248
         Land.....................................................         2,880              2,880
         Construction-in-progress.................................         1,855              4,970
                                                                         -------            -------

                                                                        $ 47,559           $ 47,098
                                                                         =======            =======
</TABLE>

Depreciation and amortization  expense was $14,155,  $13,233 and $11,801 for the
years ended  September 30, 1997,  1998 and 1999,  respectively,  which  includes
amortization of equipment under capital leases.


NOTE 4 - INTANGIBLE ASSETS

Intangible assets consist of the following:
<TABLE>
<CAPTION>

                                                                              September 30,
                                                                              -------------
                                                                          1998               1999
                                                                       ---------          ---------
        <S>                                                           <C>                <C>

         Broadcast licenses and network affiliations..............      $150,243           $150,243
         Option to purchase the assets of WJSU....................        15,348             15,348
         Other intangibles........................................         7,648              7,648
                                                                         -------            -------
                                                                         173,239            173,239
         Less accumulated amortization............................       (28,435)           (34,105)
                                                                         -------            -------

                                                                        $144,804           $139,134
                                                                         =======            =======
</TABLE>

Amortization expense was $5,497, $5,689 and $5,670 for the years ended September
30, 1997, 1998 and 1999, respectively.  The Company does not separately allocate
amounts between broadcast licenses and network affiliations.

                                      F-10
<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>

                                                                                          September 30,
                                                                                          -------------
                                                                                     1998               1999
                                                                                  ---------          ---------
<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,
    expiring April 16, 2001, secured by the outstanding stock of the Company and
    its subsidiaries,  interest payable quarterly at various rates from prime or
    LIBOR plus 1% to 2%, depending
    on certain financial operating tests...................................            --                   --
Master Lease Finance Agreement, maximum amount of $15,000, 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, 1999) (See Note 9).......................................         5,756                5,578
                                                                                  -------              -------
                                                                                  430,756              430,578
Less unamortized discount .................................................        (1,065)                (949)
                                                                                  -------              -------
                                                                                  429,691              429,629
Less current maturities....................................................        (1,436)              (1,921)
                                                                                  -------              -------

                                                                                 $428,255             $427,708
                                                                                  =======              =======
</TABLE>

On January 22,  1998,  the Company  completed a $150,000  offering of its 8.875%
Senior  Subordinated  Notes  due 2008  (the  Notes).  The cash  proceeds  of the
offering,  net of offering  expenses,  were used to redeem the  Company's  11.5%
Senior Subordinated  Debentures due 2004 (the 11.5% Debentures) on March 3, 1998
with the balance used to repay certain amounts  outstanding  under the Company's
Revolving Credit Agreement.  A prepayment  penalty on the early repayment of the
11.5%  Debentures and the accelerated  amortization  of the related  unamortized
deferred financing costs totaled  approximately  $8,331 before applicable income
tax benefit of approximately $3,176. This loss was reflected as an extraordinary
loss of $5,155 in the  consolidated  statement of operations  for the year ended
September 30, 1998.

Unamortized deferred financing costs of $10,018 and $8,877 at September 30, 1998
and 1999,  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, 1997, 1998 and
1999 was  $1,031,  $1,136 and $1,141  respectively,  which is  included in other
nonoperating expenses.

                                      F-11
<PAGE>

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


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,  the Company must maintain specified
levels  of  operating  cash flow and  working  capital  and  comply  with  other
financial  covenants.  The Company is also  required to pay a commitment  fee of
 .375% per annum based on 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 $428,200 and $416,000 at September
30, 1998 and 1999, respectively.


NOTE 6 - INCOME TAXES

The provision (benefit) for income taxes consists of the following:

                                               Years ended September 30,
                                               -------------------------
                                           1997           1998           1999
                                        -------        -------         ------
Current
     Federal....................        $ (691)         $3,178         $3,879
     State......................           830              63            557
                                         -----           -----          -----
                                           139           3,241          4,436
                                         -----           -----          -----
Deferred
     Federal....................         1,443           1,185          1,577
     State......................          (472)          1,161            704
                                         -----           -----          -----
                                           971           2,346          2,281
                                         -----           -----          -----

                                        $1,110          $5,587         $6,717
                                         =====           =====          =====

The  prepayment  penalty on the early  repayment of certain debt during the year
ended  September  30, 1998 resulted in an  extraordinary  loss (see Note 5). The
extraordinary  loss of $5,155 is  presented  net of the  applicable  income  tax
benefit in the  accompanying  consolidated  statement of operations.  The $3,176
benefit for income taxes  arising  from the  extraordinary  loss  consisted of a
$2,745 benefit for federal income tax purposes,  a $258 benefit for local income
tax purposes and a $173 deferred tax benefit.

                                      F-12
<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,
                                                                           -------------
                                                                      1998               1999
                                                                   ---------          ---------
<S>                                                               <C>                 <C>
Deferred income tax assets:
     State and local operating loss carryforwards.............     $ 2,716              $ 2,537
     Deferred rent............................................       1,091                  926
     Accrued employee benefits................................       1,326                1,288
     Allowance for accounts receivable........................         545                  565
     Other....................................................         346                  283
                                                                    ------               ------
                                                                     6,024                5,599
     Less: valuation allowance................................      (2,013)              (2,238)
                                                                    ------               ------
                                                                     4,011                3,361
                                                                    ------               ------
Deferred income tax liabilities:
     Depreciation and amortization ...........................      (5,606)              (7,237)
                                                                    ------               ------

Net deferred income tax liabilities...........................     $(1,595)             $(3,876)
                                                                    ======               ======
</TABLE>


The  Company  has  approximately  $52,194  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 2014.
The change in the valuation  allowance  for deferred tax assets of $(233),  $338
and $225 during the years ended September 30, 1997, 1998 and 1999, 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,
                                                                          ------------------------
                                                                      1997             1998            1999
                                                                      ----             ----            ----
<S>                                                                 <C>             <C>             <C>
Statutory federal income tax rate................................     34.0%            34.0%           34.0%
State income taxes, net of federal income tax benefit............     20.2              7.6             5.5
Non-deductible expenses, principally amortization of
  certain intangible assets, insurance premiums and
  meals and entertainment........................................     33.2              4.7             2.7
Change in valuation allowance....................................    (15.2)             3.0             1.5
Other, net.......................................................      0.2               --             0.1
                                                                      ----             ----            ----

Effective income tax rate........................................     72.4%            49.3%           43.8%
                                                                      ====             ====            ====
</TABLE>

                                      F-13
<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,
                                                                          -------------------------
                                                             1997               1998                  1999
                                                             ----               ----                  ----
<S>                                                      <C>             <C>                <C>
Distributions to owners, beginning of
    year.............................................        $224,450         $237,354           $256,158
Cash advances........................................          52,597          137,992            286,418
Repayment of cash advances...........................         (39,693)        (118,755)          (265,891)
Benefit (charge) for federal and state
    income taxes.....................................             691             (433)            (4,328)
Tax benefit distributed..............................            (691)              --                 --
                                                              -------          -------            -------

Distributions to owners, end of year.................        $237,354         $256,158           $272,357
                                                              =======          =======            =======
Weighted average amount of non-interest
    bearing advances outstanding during
    the year.........................................        $218,026         $230,642           $263,320
                                                              =======          =======            =======
</TABLE>

Subsequent to September 30, 1999 and through November 15, 1999, the Company made
additional net distributions to owners of $8,966.

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-14
<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, 1997,  1998 and 1999, the Company earned interest income from this
note  of  approximately  $2,200.  At  September  30,  1998  and  1999,  interest
receivable from Allnewsco under this note totaled $492.  Allnewsco is current on
its interest  payments.

During the year ended  September 30, 1999,  the Company earned  interest  income
from  Perpetual  in the  amount of $227 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 $343, $344 and $504 were paid to Perpetual by the Company for
the years ended  September 30, 1997,  1998 and 1999,  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, 1997,  1998 and 1999 and to Mr. Robert L.
Allbritton in the amount of $60 and $140 for the years ended  September 30, 1998
and 1999,  respectively.  Management fees are included in corporate  expenses in
the consolidated  statements of operations.

The Company maintains banking relationships with and leases certain office space
from  Riggs  Bank N.A.  (Riggs).  Riggs is a  wholly-owned  subsidiary  of Riggs
National  Corporation,  of which Mr. Joe L.  Allbritton  is the  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 at September  30, 1998 and
1999.  Additionally,  the Company incurred $220, $263 and $275 in rental expense
related to office  space  leased  from Riggs for the years ended  September  30,
1997, 1998 and 1999, respectively.


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  $691,  $825 and $882 for the years ended September 30, 1997, 1998
and 1999, 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  $316,  $392 and $373 for the years ended September
30, 1997, 1998 and 1999, respectively.





                                      F-15
<PAGE>
                        ALLBRITTON COMMUNICATIONS COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                             (Dollars in thousands)

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 2007.
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, 1999 are as
follows:

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

    2000..............................         $ 3,670                   $2,310
    2001..............................           3,403                    1,988
    2002..............................           3,144                    1,522
    2003..............................           3,116                      458
    2004..............................             994                       87
    2005 and thereafter...............             919                       --
                                                ------                    -----
                                               $15,246                    6,365
                                                ======

Less: amounts representing imputed interest.................               (787)
                                                                          -----
                                                                          5,578
Less: current portion........................................            (1,921)
                                                                          -----
Long-term portion of capital lease obligations...............            $3,657
                                                                          =====


Rental expense under operating leases aggregated  approximately  $2,900 for each
of the years ended September 30, 1997, 1998 and 1999.

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, 1999.  Under these  agreements,  the Company must
make specific minimum payments approximating the following:

     Year ending September 30,
         2000.................................................      $ 2,755
         2001.................................................       20,622
         2002.................................................       19,250
         2003.................................................        9,745
         2004.................................................        9,856
         2005 and thereafter..................................        7,567
                                                                     ------
                                                                    $69,795
                                                                     ======

                                      F-16
<PAGE>

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

The Company has entered into various  employment  contracts.  Future payments
under such contracts as of September 30, 1999 approximate the following:

     Year ending September 30,
         2000.................................................      $ 6,600
         2001.................................................        1,995
         2002.................................................          908
         2003.................................................          458
         2004.................................................          321
         2005 and thereafter..................................          415
                                                                     ------
                                                                    $10,697
                                                                     ======
The Company has entered  into  various  deferred  compensation  agreements  with
certain  employees.  Under  these  agreements,  the  Company is required to make
payments aggregating approximately $3,242 during the years 2005 through 2013. At
September  30, 1998 and 1999,  the Company has recorded a deferred  compensation
liability of approximately $1,177 and $1,337, 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-17

<PAGE>

<TABLE>
<CAPTION>

                                                                                               SCHEDULE II

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


                               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, 1997:
   Allowance for doubtful
      accounts..................   $1,385       $576                --             $(343)(2)        $1,618
                                    =====        ===              ====               ===             =====
   Valuation allowance
      for deferred income
      tax assets................   $1,908       $574(1)             --             $(807)(3)        $1,675
                                    =====        ===              ====               ===             =====

Year ended September 30,1998:
   Allowance for doubtful
      accounts..................   $1,618       $268                --             $(515)(2)        $1,371
                                    =====        ===              ====               ===             =====
   Valuation allowance
      for deferred income
      tax assets................   $1,675       $338(1)             --             $  --            $2,013
                                    =====        ===              ====               ===             =====

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

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

(1) Represents  valuation  allowance  established  related  to  certain  net
    operating  loss  carryforwards  and other  deferred tax assets for state
    income tax purposes.
(2) Write-off of uncollectible  accounts, net of recoveries and collection fees.
(3) Represents net reduction of valuation allowance relating to certain net
        operating loss carryforwards.
</FN>
</TABLE>

                                      F-18
<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/ Lawrence I. Hebert
                                      ---------------------------
                                          Lawrence I. Hebert
                                          Chairman and Chief Executive Officer

                                 Date: December 28, 1999

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 28, 1999
------------------------
    Joe L. Allbritton *           Committee and Director


/s/ Barbara B. Allbritton         Vice President and           December 28, 1999
-------------------------
    Barbara B. Allbritton *       Director


/s/ Lawrence I. Hebert            Chairman, Chief Executive    December 28, 1999
-------------------------
    Lawrence I. Hebert            Officer and Director
                                  (principal executive
                                   officer)

/s/ Robert L. Allbritton          President and Director       December 28, 1999
--------------------------
    Robert L. Allbritton  *


/s/ Frederick J. Ryan, Jr.        Vice Chairman, Executive     December 28, 1999
--------------------------
    Frederick J. Ryan, Jr.*       Vice President, Chief
                                  Operating Officer and
                                  Director

/s/ W.E. Tige Savage              Director                     December 28, 1999
--------------------------
    W.E. Tige Savage *


/s/ Stephen P. Gibson             Vice President and           December 28, 1999
--------------------------
    Stephen P. Gibson             Chief Financial Officer
                                  (principal financial
                                  officer)

/s/ Elizabeth A. Haley            Controller (principal        December 28, 1999
--------------------------        accounting officer)
    Elizabeth A. Haley

     *By Attorney-in-Fact

/s/ Jerald N. Fritz
Jerald N. Fritz

<PAGE>

<TABLE>
<CAPTION>
                                                    EXHIBIT INDEX

  Exhibit No.                                   Description of Exhibit                                   Page No.
<S>                 <C>                                                                                     <C>

  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                Revolving  Credit  Agreement  dated  as  of  April  16,  1996  by  and  among              *
                     Allbritton  Communications Company certain Banks, and The First National Bank
                     of  Boston,   as  agent.   (Incorporated  by  reference  to  Exhibit  4.4  of
                     Company's  Quarterly  Report on Form 10-Q,  No.  333-02302,  dated August 14,
                     1996)

  4.5                Modification No. 1 dated as of June 19, 1996 to Revolving  Credit  Agreement.              *
                     (Incorporated  by reference to Exhibit 4.5 of Company's  Quarterly  Report on
                     Form 10-Q, No. 333-02302, dated May 15, 1997)

  4.6                Modification  No.  2  dated  as of  December  20,  1996 to  Revolving  Credit              *
                     Agreement.  (Incorporated by reference to Exhibit 4.6 of Company's  Quarterly
                     Report on Form 10-Q, No. 333-02302, dated May 15, 1997)

  4.7                Modification  No. 3 dated as of May 14, 1997 to Revolving  Credit  Agreement.              *
                     (Incorporated  by reference to Exhibit 4.7 of Company's  Quarterly  Report on
                     Form 10-Q, No. 333-02302, dated May 15, 1997)

                                                        A-1
<PAGE>

  Exhibit No.                                   Description of Exhibit                                   Page No.

  4.8                Modification  No.  4 dated  as of  September  30,  1997 to  Revolving  Credit              *
                     Agreement.  (Incorporated  by  reference  to Exhibit  4.8 of  Company's  Form
                     10-K, No. 333-02302, dated December 22, 1997)

  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)

  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)

                                                        A-2
<PAGE>

  Exhibit No.                                   Description of Exhibit                                   Page No.


  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)

  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 to 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)

                                                        A-3
<PAGE>

  Exhibit No.                                   Description of Exhibit                                   Page No.


  10.18              Time  Brokerage  Agreement  dated as of December  21, 1995 by and between RKZ              *
                     Television,  Inc. and ACC.  (Incorporated  by  reference to Exhibit  10.11 of
                     Company's Registration Statement on Form S-4, No. 333-02302,  dated March 12,
                     1996)

  10.19              Option  Agreement  dated  December  21,  1995  by and  between  ACC  and  RKZ              *
                     Television,  Inc.  (Incorporated  by reference to Exhibit  10.12 of Company's
                     Registration Statement on Form S-4, No. 333-02302, dated March 12, 1996)

  10.20              Amendment  dated May 2, 1996 by and among TV Alabama,  Inc., RKZ  Television,              *
                     Inc.  and  Osborn  Communications   Corporation  to  Option  Agreement  dated
                     December 21, 1995 by and between ACC and RKZ Television,  Inc.  (Incorporated
                     by reference to exhibit 10.13 of Company's  Form 10-K, No.  333-02302,  dated
                     December 30, 1996)

                     Master  Lease  Finance   Agreement  dated  as  of  August  10,  1994  between
  10.21              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)


  10.22              Pledge of Membership  Interests  Agreement  dated as of September 30, 1997 by              *
                     and among ACC; KTUL,  LLC;  KATV,  LLC; WCIV,  LLC; and  BankBoston,  N.A. as
                     Agent.  (Incorporated  by reference to Exhibit 10.16 of Company's  Form 10-K,
                     No. 333-02302, dated December 22, 1997)

 10.23               $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)

  10.24              Asset  Purchase  Agreement  dated as of September  14, 1999 by and between TV
                     Alabama, Inc. and Flagship Broadcasting Corporation.

  21.                Subsidiaries of the Registrant

  24.                Powers of Attorney

  27.                Financial Data Schedule (Electronic Filing Only)
----------------
*Previously filed

                                                        A-4
</TABLE>
<PAGE>