UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-K

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

                  For the fiscal year ended September 30, 2005

                                       OR

| | TRANSITION 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.)

    1000 Wilson Boulevard, Suite 2700
              Arlington, VA                                22209
 (Address of principal executive offices)                (Zip Code)

     Registrant's telephone number,
          including area code:                          (703) 647-8700

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark 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    | |    NO    |X| (1)

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 the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                             YES    | |    NO    |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                             YES    | |    NO    |X|

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

As of December 15, 2005, there were 20,000 shares of Common Stock, par value
$.05 per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
 None
______________

(1)   Although the Company has not been subject to such filing requirements for
      the past 90 days, it has filed all reports required to be filed by Section
      15(d) of the Securities Exchange Act of 1934 during the preceding 12
      months. Pursuant to Section 15(d) of the Securities Exchange Act of 1934,
      the Company's duty to file reports is automatically suspended as a result
      of having fewer than 300 holders of record of each class of its debt
      securities outstanding as of October 1, 2005, but the Company has agreed
      under the terms of certain long-term debt to continue these filings in the
      future.

<PAGE>

As used herein, the terms "Allbritton," "our," "us," "we" or the "Company" refer
to Allbritton Communications Company and its subsidiaries, and "ACC" refers
solely 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" and "NewsChannel 8"
together refer to WJLA-TV/NewsChannel 8, a division of ACC (operator of WJLA-TV
and NewsChannel 8, 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," "WBMA" and "WJSU" refer to TV Alabama,
Inc. (licensee of WCFT-TV, Tuscaloosa, Alabama, WBMA-LP, Birmingham, Alabama and
WJSU-TV, Anniston, Alabama). The term "ACCLI" refers to ACC Licensee, Inc.
(licensee of WJLA and NewsChannel 8). The term "ATP" refers to Allbritton
Television Productions, Inc. and the term "Perpetual" refers to Perpetual
Corporation, which is controlled by Joe L. Allbritton. "AGI" refers to
Allbritton Group, Inc., which is controlled by Perpetual and is ACC's parent.
"Allfinco" refers to Allfinco, Inc., a wholly-owned subsidiary of ACC.
"Harrisburg Television" refers to Harrisburg Television, Inc., an 80%-owned
subsidiary of Allfinco. "TV Alabama" refers to TV Alabama, Inc., an 80%-owned
subsidiary of Allfinco that owns WCFT, WJSU and WBMA. "Allnewsco" refers to
ALLNEWSCO, Inc., an affiliate of ACC that is a 99%-owned subsidiary of
Perpetual. "RLA Trust" refers to the Robert Lewis Allbritton 1984 Trust for the
benefit of Robert L. Allbritton, Chairman of the Board of Directors and Chief
Executive Officer of ACC, that is a minority owner of Allnewsco. "RLA Revocable
Trust" refers to the trust of the same name that owns 20% of each of Harrisburg
Television and TV Alabama.

<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
Part I

   Item 1.     Business....................................................    1
   Item 2.     Properties..................................................   17
   Item 3.     Legal Proceedings...........................................   19
   Item 4.     Submission of Matters to a Vote of Security Holders.........   19

Part II

   Item 5.     Market for Registrant's Common Equity, Related Stockholder
                 Matters and Issuer Purchases of Equity Securities.........   19
   Item 6.     Selected Consolidated Financial Data........................   20
   Item 7.     Management's Discussion and Analysis of Financial Condition
                 and Results of Operations.................................   24
   Item 7A.    Quantitative and Qualitative Disclosures About Market Risk..   41
   Item 8.     Consolidated Financial Statements and Supplementary Data....   41
   Item 9.     Changes in and Disagreements with Accountants on Accounting
                 and Financial Disclosure..................................   41
   Item 9A.    Controls and Procedures.....................................   41
   Item 9B.    Other Information...........................................   41

Part III

   Item 10.    Directors and Executive Officers of the Registrant..........   42
   Item 11.    Executive Compensation......................................   45
   Item 12.    Security Ownership of Certain Beneficial Owners and
                 Management and Related Stockholder Matters................   46
   Item 13.    Certain Relationships and Related Transactions..............   47
   Item 14.    Principal Accounting Fees and Services......................   49

Part IV

   Item 15.    Exhibits, Financial Statement Schedules.....................   49

<PAGE>


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

      ALL WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY
ARE EXPRESSLY QUALIFIED BY THE FOREGOING CAUTIONARY STATEMENTS. READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS WHICH
REFLECT MANAGEMENT'S VIEW ONLY AS OF THE DATE HEREOF.

                                     PART I

                              ITEM 1. OUR BUSINESS

The Company

      We own and operate ABC network-affiliated television stations serving
seven geographic markets: WJLA in Washington, D.C.; WCFT in Tuscaloosa, Alabama,
WJSU in Anniston, Alabama and WBMA-LP, a low power television station licensed
to Birmingham, Alabama (we operate WCFT and WJSU in tandem with WBMA-LP serving
the viewers of the Birmingham, Tuscaloosa and Anniston market as a single
programming source); WHTM in Harrisburg, Pennsylvania; KATV in Little Rock,
Arkansas; KTUL in Tulsa, Oklahoma; WSET in Lynchburg, Virginia; and WCIV in
Charleston, South Carolina. Our owned and operated stations broadcast to the
8th, 40th, 41st, 57th, 61st, 68th and 101st largest national media markets in
the United States, respectively, as defined by Nielsen Media Research, Inc.
("Nielsen"), and reach approximately 4.9% of United States television
households. We also own NewsChannel 8, which provides 24-hour per day basic
cable television programming primarily focused on regional and local news for
the Washington, D.C. metropolitan area. The operations of NewsChannel 8 are
integrated with WJLA.

                                        1
<PAGE>

      Our stations are owned and operated by ACC (WJLA-TV/NewsChannel 8),
Harrisburg Television, Inc. (WHTM), KATV, LLC (KATV), KTUL, LLC (KTUL), WSET,
Incorporated (WSET), WCIV, LLC (WCIV) and TV Alabama, Inc. (WCFT, WJSU and
WBMA). Each company other than ACC is a wholly-owned subsidiary of ACC, except
Harrisburg Television and TV Alabama, each of which is an indirect 80%-owned
subsidiary of ACC. The Company was founded in 1974 and is a subsidiary of AGI,
which is controlled by Perpetual Corporation, which in turn is controlled by Mr.
Joe L. Allbritton. ACC and its subsidiaries are Delaware corporations or limited
liability companies. Our corporate headquarters are located at 1000 Wilson
Boulevard, Suite 2700, Arlington, VA 22209, and our telephone number at that
address is (703) 647-8700.

Television Industry Background

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

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

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

                                       2
<PAGE>

      Nielsen, which provides audience-measuring services, periodically
publishes data on estimated audiences for television stations in the various
DMAs throughout the country. These estimates are expressed in terms of both the
percentage of the total potential audience in the DMA viewing a station (the
station's "rating") and the percentage of the audience actually watching
television (the station's "share"). Nielsen provides such data on the basis of
total television households and selected demographic groupings in the DMA.
Nielsen uses two methods of determining a station's ratings and share. In most
larger DMAs, ratings are determined by a combination of meters connected
directly to selected household television sets and weekly viewer-completed paper
diaries of television viewing (so called "set meter" measurement), while in
smaller markets ratings are determined by weekly paper diaries only. A select
number of the largest markets are measured by people meter technology (so called
"local people meter" measurement). The local people meter records individual
viewing behavior in real time, producing viewer demographic data on a daily
basis. Of the market areas in which we conduct business, Birmingham, Alabama and
Tulsa, Oklahoma are set metered markets while Washington, D.C. began to be
measured by the local people meter in July 2005. The remaining markets are
weekly diary markets.

      Historically, three major broadcast networks--ABC, NBC and CBS--dominated
broadcast television. In the past two decades, 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 PAX TV (recently renamed "i network") have been launched
as new broadcast television networks, along with specialized networks,
Telemundo, Univision and TV Azteca.

      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") in some instances, 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, 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 (i network) 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 (i network) must
purchase or produce a greater amount of their programming, resulting in
generally higher programming costs. These stations, however,

                                       3
<PAGE>

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
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 directly for advertising dollars.

      Broadcast television stations compete for local and national 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. In addition, our stations compete for national advertising
revenues with broadcast and cable television networks, program syndicators and
Internet websites. Traditional network programming generally achieves 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. Consolidation of cable system ownership in
discrete markets (so-called "clustering") has enabled some cable operators to
more efficiently sell time to local advertisers.

      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.

      In the 1990s, DBS service was 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. Local stations, under
specified conditions, are carried on satellite which

                                       4
<PAGE>

then retransmit those signals back to the originating market. As DBS providers,
such as DirecTV and Echostar, continue to expand their facilities, an increasing
number of local stations will be carried as "local-to-local" signals, aided by a
legal requirement that mandates the carriage of all local broadcast signals if
one is retransmitted. All of our stations are currently carried on DBS systems.

      We believe that the market shares of television stations affiliated with
ABC, NBC and CBS declined during the 1980s and 1990s because of the emergence of
FOX and certain strong independent stations and because of increased cable
penetration. Affiliates of the minor networks have emerged as viable competitors
for television viewership share, particularly as a result of the availability of
first-run, major network-quality and regional sports programming. In addition to
cable and satellite programming, there has been substantial growth in video
recording technology, which has further expanded the number of programming
alternatives available to household audiences, along with non-broadcast
alternatives, especially with respect to news, available over the rapidly
expanding Internet. Recent advances in video on demand services and Internet
transmissions permit downloading of video programming to home computers and
wireless devices, so called "podcasting". It is uncertain at this time whether
and to what extent those new services will be a measurable competitor to us.

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

                                       5
<PAGE>

Station Information

      The following table sets forth general information for each of our owned
stations as of May 2005:

<TABLE>
<CAPTION>
                                                                                    Total
                                                                         Market  Commercial
                                                   Analog      Digital    Rank   Competitors   Station    Rank in
   Designated                         Network      Channel     Channel   or DMA   in Market    Audience   Market   Acquisition
   Market Area         Station      Affiliation   Frequency  Allocation   <F1>      <F2>       Share<F3>   <F4>        Date
   -----------         -------      -----------   ---------  ----------  ------  -----------   ---------  -------  -----------

<S>                 <C>                  <C>       <C>           <C>       <C>        <C>         <C>        <C>     <C>
Washington, D.C.         WJLA            ABC        7/VHF        39          8         6          22%         2      01/29/76
Birmingham
  (Anniston and
  Tuscaloosa),
  AL <F5>           WBMA/WCFT/WJSU       ABC           --        --         40         6          23%         2            --
   Birmingham            WBMA            ABC       58/UHF        --         --        --           --        --      08/01/97
   Anniston              WJSU            ABC       40/UHF         9         --        --           --        --      03/22/00<F6>
   Tuscaloosa            WCFT            ABC       33/UHF         5         --        --           --        --      03/15/96
Harrisburg-
  Lancaster-
  York-Lebanon, PA       WHTM            ABC       27/UHF        10         41         4          21%         2      03/01/96
Little Rock, AR          KATV            ABC        7/VHF        22         57         5          31%         1      04/06/83
Tulsa, OK                KTUL            ABC        8/VHF        10         61         6          25%         2      04/06/83
Roanoke-
  Lynchburg, VA          WSET            ABC       13/VHF        34         68         4          25%         2      01/29/76<F7>
Charleston, SC           WCIV            ABC        4/VHF        34        101         5          16%         3      01/29/76<F7>

____________
<FN>

<F1> Represents market rank based on the U.S. Television Household Estimates
     published by Nielsen in September 2005.
<F2> Represents the total number of commercial broadcast television stations in
     the DMA with an audience share of at least 1% in the 6:00 a.m. to 2:00
     a.m., Sunday through Saturday, time period, based on the Nielsen Station
     Index for May 2005.
<F3> Represents the station's share of total viewing of commercial broadcast
     television stations in the DMA for the time period of 6:00 a.m. to 2:00
     a.m., Sunday through Saturday, based on the Nielsen Station Index for May
     2005.
<F4> Represents the station's rank in the DMA based on its share of total
     viewing of commercial broadcast television stations in the DMA for the time
     period of 6:00 a.m. to 2:00 a.m., Sunday through Saturday, based on the
     Nielsen Station Index for May 2005.
<F5> TV Alabama serves the Birmingham market by simultaneously broadcasting
     identical programming over WBMA, WCFT and WJSU. The stations are listed on
     a combined basis by Nielsen as WBMA+, the call sign of the low power
     television station.
<F6> We began programming WJSU pursuant to a local marketing agreement in
     December 1995. In connection with the local marketing agreement, we entered
     into an option to purchase the assets of WJSU. We exercised our option to
     acquire WJSU and completed our acquisition of WJSU on March 22, 2000. See
     "Owned Stations--WBMA/WCFT/WJSU: Birmingham (Anniston and Tuscaloosa),
     Alabama."
<F7> WSET and WCIV have been indirectly owned and operated by Joe L. Allbritton
     since 1976. On March 1, 1996, WSET and WCIV became wholly-owned
     subsidiaries of ACC.
</FN>
</TABLE>

                                       6
<PAGE>

Business and Operating Strategy

      Our business strategy is to focus on building net operating revenues and
net cash provided by operating activities. We intend to pursue selective
acquisition opportunities as they arise. Our acquisition strategy is to target
network-affiliated television stations where we believe we can successfully
apply our operating strategy and where such stations can be acquired on
attractive terms. Targets include stations in midsized growth markets with what
we believe to be advantageous business climates. Although we continue to review
strategic investment and acquisition opportunities, no agreements or
understandings are currently in place regarding any material investments or
acquisitions.

      In addition, we continually seek to enhance net operating revenues at a
marginal incremental cost through our 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 55 radio stations in two states. Certain broadcast television, cable
pay-per-view and home video rights are also controlled by ARSN.

      The broadcast and cable news services of WJLA and NewsChannel 8 are fully
integrated. This combination represents the first and only newsgathering duopoly
in the Nation's Capital.

      Our operating strategy focuses on four key elements:

      Local News and Community Leadership. Our stations strive to be local news
leaders to exploit the revenue potential associated with local news leadership.
Since the acquisition of each station, we have focused on building that
station's local news programming franchise as the foundation for building
significant audience share. In each of our market areas, we develop 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,
we believe 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. Our 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 us based on its ability to attract
audiences highly valued in terms of demographic makeup on a cost-effective basis
and reflects a focused strategy to migrate and hold audiences from program to
program throughout dayparts. Audiences highly valued in terms of demographic
makeup include women aged 18-49 and all adults aged 25-54. These demographic
groups are perceived by advertisers as the groups with the majority of buying
authority and decision-making in product selection.

                                       7
<PAGE>

      Local Sales Development Efforts. We believe 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 community events as well as through expanded production of
regularly scheduled local news and information programming. Each of our stations
has developed such additional products, including high quality programming of
local interest and sponsored community events. Such 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 local interest programs and sponsored community events have proven
successful in attracting incremental local advertising revenues. The stations
also seek to maximize their local sales efforts through the use of extensive
research and targeted demographic studies.

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


Owned Stations

   WJLA/NewsChannel 8:    Washington, D.C.

      Acquired by ACC in 1976, WJLA is an ABC network affiliate pursuant to an
affiliation agreement that expires on December 31, 2012. The station's FCC
license (held by ACCLI) expired on October 1, 2004. An application for license
renewal is pending. See "Legislation and Regulation--License Renewal."
Washington, D.C. is the eighth largest DMA, with approximately 2,253,000
television households. We believe 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.

      On September 16, 2002, ACC completed its acquisition of certain of the
assets of Allnewsco, constituting the operations of NewsChannel 8, which
provides 24-hour per day basic cable television programming primarily focused on
regional and local news for the Washington, D.C. metropolitan area. The
operations of NewsChannel 8 were integrated with those of WJLA in a new studio
and office facility, creating the first newsgathering duopoly in the Nation's
Capital. The combination of these two operations allowed for certain operational
efficiencies, primarily in the areas of newsgathering, administration, finance,
operations, promotions and human resources.

                                       8
<PAGE>


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

      We acquired WCFT in March 1996 and WJSU in March 2000 after previously
programming the station pursuant to a time brokerage agreement. We also own a
low power television station licensed to Birmingham, Alabama (WBMA).

      We serve the Birmingham market by simultaneously transmitting identical
programming from our 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. We have retained a
news and sales presence in both Tuscaloosa and Anniston, while at the same time
maintaining our primary news and sales presence in Birmingham. The ABC network
affiliation is based upon carriage on both WCFT and WJSU and expires on December
31, 2012. The FCC licenses for the three stations expired on April 1, 2005.
Applications for license renewal have been filed and are pending. In October
1998, Nielsen collapsed the Tuscaloosa DMA and the Anniston DMA into the
Birmingham DMA creating what is now the 40th largest DMA with approximately
717,000 television households. The Birmingham DMA is served by six commercial
television stations.

   WHTM:    Harrisburg-Lancaster-York-Lebanon, Pennsylvania

      Acquired by us in 1996, WHTM is an ABC network affiliate pursuant to an
affiliation agreement that expires on December 31, 2012. The station's FCC
license expires August 1, 2007. The Harrisburg-Lancaster-York-Lebanon market,
which consists of ten contiguous counties located in central Pennsylvania, is
the 41st largest DMA, reaching approximately 707,000 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 us in 1983, KATV is an ABC network affiliate pursuant to an
affiliation agreement that expires on December 31, 2012. The station's FCC
license expired on June 1, 2005. An application for license renewal has been
filed and is pending. The Little Rock market is the 57th largest DMA, with
approximately 531,000 television households. The Little Rock market has a
diversified economy, serving as the seat of both state and local government and
as home to numerous commercial 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 2011, KATV operates ARSN,
which provides University of Arkansas sports programming to a network of 55
radio stations in two states. Certain broadcast television, cable pay-per-view
and home video rights are also controlled by ARSN.

                                       9
<PAGE>

   KTUL:    Tulsa, Oklahoma

      Acquired by us in 1983, KTUL is an ABC network affiliate pursuant to an
affiliation agreement that expires on December 31, 2012. The station's FCC
license expires on June 1, 2006. Tulsa, Oklahoma is the 61st largest DMA, with
approximately 510,000 television households. The Tulsa market is served by six
commercial television stations.

   WSET:    Roanoke-Lynchburg, Virginia

      Acquired by us 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 December 31, 2012. WSET's FCC license
expires on October 1, 2012. The hyphenated central Virginia market comprised of
Lynchburg, Roanoke and Danville is the 68th largest DMA, with approximately
440,000 television households. The Lynchburg DMA is served by four commercial
television stations.

   WCIV:    Charleston, South Carolina

      Acquired by us 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 December 31, 2012. WCIV's FCC license
expires on December 1, 2012. Charleston, South Carolina is the 101st largest
DMA, with approximately 284,000 television households. The Charleston DMA is
served by five commercial television stations.


Network Affiliation Agreements and Relationship

      Each of our stations is an ABC affiliate with affiliation agreements that
expire on December 31, 2012. ABC has routinely renewed the affiliation
agreements with our stations; however, we cannot assure you that these
affiliation agreements will be renewed in the future or under the same general
terms. As one of the largest group owners of ABC network affiliates in the
nation, we believe that we enjoy excellent relations with the ABC network.

      Generally, each affiliation agreement provides our 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.


Competition

      Competition in the television industry, including each of the market areas
in which our stations compete, takes place on several levels: competition for
audience, competition for programming (including news) and competition for
advertisers. Additional factors material to a

                                       10
<PAGE>

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 our operations.

      Audience: Stations compete for audience on the basis of program
popularity, which has a direct effect on advertising rates. A substantial
portion of the daily programming at our stations is supplied by ABC. In those
periods, the stations are totally dependent upon the performance of the ABC
network programs in attracting viewers. Non-network time periods are programmed
by the station with a combination of self-produced news, public affairs and
entertainment programming, including news and syndicated programs purchased for
cash, cash and barter or barter-only. Minor network 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 major network-quality programming.

      The development of methods of television transmission other than
over-the-air broadcasting and, in particular, the growth of cable television and
DBS have 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 or DBS systems.
Although historically cable operators have not sought to compete with broadcast
stations for a share of the local news audience, cable operators have made
recent inroads to this market as well, particularly in the area of local sports
channels. Increased competition for local audiences could have an adverse effect
on our advertising revenues.

      Other sources of competition include home entertainment systems (including
video recording and playback systems, television game devices and new
wireless/internet connected devices permitting "podcasting"), wireless video
distribution systems, satellite master antenna television systems and some
low-power services. In addition, local broadcast stations themselves may now use
excess capacity within their digital television channel to "multicast" discrete
program offerings. Programming alternatives, especially news, available on the
Internet also provide non-broadcast alternatives available to the potential
broadcast television audience.

      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. We are unable to predict the effect that
technological changes will have on the broadcast television industry or the
future results of our operations.

                                       11
<PAGE>

      Programming: Competition for programming involves negotiating with
national program distributors or syndicators which sell first-run and rerun
packages of programming. Our stations compete against in-market broadcast
station competitors for off-network reruns (such as "Frasier") and first-run
products (such as "The Oprah Winfrey Show") for exclusive access to those
programs. Cable systems generally do not compete with local stations for
programming; however, local cable operators are increasingly consolidating
ownership of systems within various markets, enabling them to bid on local
sports programming in competition with traditional broadcasters. In addition,
various national cable networks from time to time have acquired programs that
would have otherwise been offered to local television stations. Competition for
exclusive news stories and features is also endemic to the television industry.

      Advertising: Advertising rates are set based upon a variety of factors,
including the size and demographic makeup of the market served by the station, a
program's popularity among viewers whom an advertiser wishes to attract, the
number of advertisers competing for the available time, the availability of
alternative advertising media in the market area, a station's overall ability to
attract viewers in its market area and the station's ability to attract viewers
among particular demographic groups that an advertiser may be targeting.
Advertising rates are also affected by an aggressive and knowledgeable sales
force and the development of projects, features and programs that tie advertiser
messages to programming. Our television stations compete for local and national
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. In addition, our stations compete for national
advertising revenues with broadcast and cable television networks, program
syndicators and Internet websites. Competition for advertising dollars in the
broadcasting industry occurs primarily in individual market areas. Generally, a
broadcast television station in one market does not compete with stations in
other market areas. Our 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 the assignment
of frequency bands for broadcast television; the approval of a television
station's frequency, location and operating power; the issuance, renewal,
revocation or modification of a television station's FCC license; the approval
of changes in the ownership or control of a television station's licensee; the
regulation of equipment used by television stations; and the adoption and
implementation of regulations and policies concerning the ownership, operation,
programming and employment practices of television stations. The FCC has the
power to impose penalties, including fines or license revocations, upon a
licensee of a television station for violations of the FCC's rules and
regulations.

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

                                       12
<PAGE>

      License Renewal: Broadcast television licenses are generally granted for
maximum terms of eight years. The main licenses are supported by various
"auxiliary" licenses for point-to-point microwave, remote location electronic
newsgathering and program distribution between the studio and transmitter
locations. 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, we cannot assure that
each of our broadcast licenses will be renewed in the future. License renewal
applications are pending for the following stations: WJLA, KATV and
WBMA/WCFT/WJSU. These stations continue to operate under their expired licenses
until the FCC takes action on the renewal applications. The licenses for WCIV
and WSET were renewed during Fiscal 2005 for full terms and are currently in
effect. The licenses for KTUL and WHTM are currently in effect with expiration
dates of June 1, 2006 and August 1, 2007, respectively.

      The FCC licenses for WJLA expired on October 1, 2004. A petition to deny
the application for renewal was filed by Theodore M. White alleging that
principals of the licensee do not have the requisite "character qualifications"
to operate the station based upon non-broadcast activities at Riggs Bank N.A.,
in which identified principals had an ownership, operation and control interest.
Opposition pleadings have been submitted categorically stating that these
unadjudicated, non-broadcast allegations do not even minimally meet the
standards for non-renewal of FCC licenses. The application remains pending and
the station continues to operate under its expired license.

      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 closed-captioning of

                                       13
<PAGE>

programming for the hearing impaired, equal employment opportunity obligations,
maximum amounts of advertising and minimum amounts of programming specifically
targeted for children and special obligations relating to political candidate
advertising, as well as additional public information and reporting
requirements.

      Digital Television: The FCC has adopted rules for implementing digital
(including high-definition) television service in the United States.
Implementation of DTV is intended to improve the technical quality of
television. Under certain circumstances, however, conversion to DTV operations
may reduce a station's geographical coverage area. The FCC has allotted a second
broadcast channel to each full-power commercial television station for DTV
operation. The FCC's DTV allotment plan is based on the use of a "core" DTV
spectrum between channels 2 and 51. Under the FCC's rules, stations will be
required to phase-in their DTV operations on the second channel over a
transition period and to surrender their non-DTV channel later. This period is
designed to facilitate the supply of television receivers and cable demodulation
boxes that will operate with the new DTV frequencies. The FCC has adopted
standards for the transmission of DTV signals. These standards will serve as the
basis for the phased conversion to digital transmission. The end date for the
transition is currently defined as the time when 85% of the homes in a station's
market are capable of receiving a DTV signal. Congress and the FCC are
considering modifying that requirement to a "hard date" on which the transition
will end and the analog transmissions will cease.

      Our stations have been assigned the following digital channel allocations
by the FCC: WJLA-39, WCFT-5, WJSU-9, WHTM-10, KATV-22, KTUL-10, WSET-34 and
WCIV-34. All of these stations are currently operating on their assigned DTV
channels. Subsequent to the final transition to digital operations, our stations
will operate on the following channels: WJLA-7, WCFT-33, WJSU-9, WHTM-10,
KATV-22, KTUL-10, WSET-13 and WCIV-34.

      KATV and WCIV are operating pursuant to special temporary authority at
lower power. The FCC has established criteria requiring KATV to begin
broadcasting at full power by July 1, 2005 and WCIV by July 1, 2006. KATV has
received a waiver of its deadline so as to permit completion of the required
buildout. Certain additional equipment will be required to be purchased for
these stations to reach full power. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."

      Implementation of DTV service has imposed substantial additional costs on
television stations providing the new service because of the need to purchase
additional equipment and because some stations need to operate at higher utility
costs. The industry-wide transition from analog to digital delivery has
currently yielded only limited opportunities to generate incremental revenue
from the DTV service and is currently available to only a very small percentage
of television viewers who have purchased the corresponding in-home equipment.
Accordingly, we cannot assure you that our television stations will be able to
increase revenue to offset such costs. We are unable to predict what future
actions the government might take with respect to DTV service, nor can we
predict the effect of the present DTV implementation plan or such future actions
on our business. We are unable to predict the extent or timing of future
consumer demand for such DTV services.

                                       14
<PAGE>

      Ownership Matters: The Communications Act, in conjunction with various
antitrust statutes, contains restrictions on the ownership and control of
broadcast licenses. Together with the FCC's rules, those laws place limitations
on alien ownership; common ownership of television, radio and newspaper
properties; and ownership by those persons not having the requisite "character"
qualifications and those persons holding "attributable" interests in the
license.

      On June 2, 2003, the FCC approved modifications to several of its media
ownership rules. Under the FCC's order, the national limits on the number of
stations that can be commonly owned was increased and restrictions on common
ownership of local television, radio and newspapers were relaxed in certain
markets under certain circumstances. Additional flexibility would be available
to allow owners of media properties, including ACC, to acquire additional media
outlets in some circumstances not previously permitted, if they so choose. The
U.S. Court of Appeals, however, reversed and remanded these rules to the FCC for
additional justification. The FCC is in the process of reevaluating the rules
and continues to operate under the prior regulations.

      FCC rules governing national ownership limits generally permit ownership
of attributable interests in stations reaching 39% of the nation's television
households. The rules governing local ownership generally permit a single entity
to have an attributable interest in no more than two television stations that
serve the same DMA under limited circumstances. Similar restrictions limit the
number of radio stations that could be co-owned with a television station in a
market as well as common newspaper/broadcast station ownership.

      An individual or entity that acquires an attributable interest in ACC may
violate the FCC's ownership rules if that acquirer also has an attributable
interest in other television or radio stations, or daily newspapers, depending
on the number and location of those radio or television stations, 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 ACC
violates any of these ownership rules, we may be unable to obtain from the FCC
the authorizations needed to conduct our television station business, may be
unable to obtain FCC consents for certain future acquisitions, may be unable to
obtain renewals of our 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 we 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 we operate.

                                       15
<PAGE>

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


Employees

      As of September 30, 2005, we employed in full and part-time positions 960
persons, including 261 at WJLA/NewsChannel 8, 140 at KATV, 135 at KTUL, 116 at
WHTM, 109 at WBMA/WCFT/WJSU, 104 at WSET, 83 at WCIV and 12 in our corporate
office. Of the employees at WJLA/NewsChannel 8, 130 are represented by one of
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
NABET/CWA collective bargaining agreement expired on January 31, 2005. The
parties did not extend the contract, but are in negotiations for a successor
contract. The AFTRA collective bargaining agreement expires on September 30,
2006. The DGA collective bargaining agreement expired on January 16, 2000. The
parties have been in negotiations for a collective bargaining agreement, and
reached a tentative agreement during October 2005. No employees of our other
owned stations are represented by unions. We believe our relations with our
employees are satisfactory.

                                       16
<PAGE>

                               ITEM 2. PROPERTIES

      We maintain our corporate headquarters in Arlington, Virginia, occupying
leased office space of approximately 14,200 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 our principal
real property:


                                       17
<PAGE>

<TABLE>
<CAPTION>
                                                                                                       Lease
                                                                                                     Expiration
Facility                Market/Use                      Ownership         Approximate Size              Date
--------                ----------                      ---------         ----------------              ----

<S>                     <C>                             <C>               <C>                        <C>
WJLA/NewsChannel 8      Rosslyn, VA
                        Office/Studio                   Leased            79,870 sq. ft.              6/30/17

                        Prince Georges, MD
                        Tower - Weather                 Leased            1 acre                      3/31/11

                        Washington, D.C.
                        Tower/Transmitter               Joint Venture     108,000 sq. ft.               N/A

WHTM                    Harrisburg, PA
                        Office/Studio                   Owned             14,000 sq. ft.                N/A
                        Adjacent Land                   Owned             59,337 sq. ft.                N/A
                        Tower/Transmitter               Owned             2,801 sq. ft.                 N/A
                        Office                          Leased            3,000 sq. ft.              10/31/08

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

KATV                    Little Rock, AR
                        Office/Studio                   Owned             20,500 sq. ft.                N/A
                        Office/Studio                   Leased            1,500 sq. ft.               1/31/06
                        Office/Studio                   Leased            1,570 sq. ft.                8/8/07
                        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

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

                        Danville, VA
                        Office/Studio                   Leased            2,150 sq. ft.               2/28/06

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

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

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

                        Anniston, AL
                        Office/Studio                   Leased            6,100 sq. ft.                4/1/11
                        Tower-Blue Mtn.                 Owned             1.7 acres                     N/A
                        Tower-Bald Rock                 Leased            1 acre                      8/29/16

</TABLE>

                                       18
<PAGE>

                            ITEM 3. LEGAL PROCEEDINGS

      We currently and from time to time are involved in litigation incidental
to the conduct of our business, including suits based on defamation and
employment activity. We are not currently a party to any lawsuit or proceeding
which, in our opinion, is reasonably expected to have a material adverse effect
on our consolidated financial condition, results of operations or cash flows.


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

      At a special meeting of the stockholder of the Company held on September
30, 2005, each of the incumbent directors of the Company except for Joe L.
Allbritton, who did not stand for re-election, was re-elected to serve until his
or her successor is elected and qualified.



                                     PART II

                 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
                        RELATED STOCKHOLDER MATTERS AND
                      ISSUER PURCHASES OF EQUITY SECURITIES

      Not Applicable.

                                       19
<PAGE>


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

      The selected consolidated financial data for the fiscal years ended
September 30, 2001, 2002, 2003, 2004 and 2005 are derived from our consolidated
financial statements. The information in this table should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and the
notes thereto included elsewhere herein. Please note that the data below reflect
the combined results for the Company and Allnewsco for all of the periods
presented (see Footnote <F1>).
<TABLE>
<CAPTION>

                                                                         Fiscal Year Ended September 30,
                                                                         -------------------------------
                                                               2001        2002        2003         2004        2005
                                                               ----        ----        ----         ----        ----
<S>                                                         <C>         <C>         <C>          <C>         <C>
Statement of Operations Data:
Operating revenues, net..................................   $ 202,541   $ 196,169   $ 202,590    $ 203,270   $ 200,427
Television operating expenses, excluding depreciation
   and amortization......................................     124,597     126,001     125,224      127,586     124,082
Depreciation and amortization<F2>........................      15,045      13,310      10,785        9,908       9,170
Corporate expenses.......................................       5,641       6,004       6,379        4,908       6,012
Operating income.........................................      57,258      50,854      60,202       60,868      61,163
Interest expense.........................................      41,682      41,561      40,647       36,759      36,729
Interest expense-related party...........................       4,064         785          --           --          --
Interest income..........................................         321          94         343           24          71
Interest income-related party............................         213          92          88          162         262
Loss on early repayment of debt..........................          --          --      23,194           --          --
Income (loss) before cumulative effect of change in
   accounting principle..................................       6,354       3,514      (2,951)      13,581      13,642
Cumulative effect of change in accounting principle<F2>..          --          --       2,973           --          --
Net income (loss)........................................       6,354       3,514      (5,924)      13,581      13,642


                                                                                As of September 30,
                                                                                -------------------
                                                               2001        2002        2003         2004        2005
                                                               ----        ----        ----         ----        ----
Balance Sheet Data:
Total assets.............................................   $ 258,610   $ 268,994   $ 262,010    $ 253,978   $ 241,744
Total debt<F3>...........................................     426,860     440,443     467,688      465,675     460,755
Stockholder's investment.................................    (230,817)   (247,073)   (275,800)    (281,176)   (287,414)


                                                                         Fiscal Year Ended September 30,
                                                                         -------------------------------
                                                               2001        2002        2003         2004        2005
                                                               ----        ----        ----         ----        ----
Cash Flow Data<F4>:
Cash flow from operating activities......................   $  25,156   $  28,020   $  23,938    $  30,959   $  27,266
Cash flow from investing activities......................      (5,782)    (46,458)     (7,634)      (5,712)     (4,593)
Cash flow from financing activities......................     (23,626)     16,908     (19,325)     (21,268)    (25,725)

Financial Ratios and Other Data:
Operating income margin..................................       28.3%       25.9%       29.7%        29.9%       30.5%
Operating Cash Flow<F5>..................................   $  72,303   $  64,164   $  70,987    $  70,776   $  70,333
Operating Cash Flow Margin<F6>...........................       35.7%       32.7%       35.0%        34.8%       35.1%
Capital expenditures.....................................       6,560      26,332       7,700        5,816       4,660

                                                                                                       (Footnotes on following page)

                                       20
<PAGE>
<FN>

Footnotes

<F1> On September 16, 2002, ACC completed its acquisition of certain of the
     assets of Allnewsco, in exchange for $20,000 in cash and the cancellation
     of a $20,000 note receivable from Allnewsco. The assets acquired consisted
     primarily of cable affiliation agreements and certain technical equipment
     and vehicles related to the operations of NewsChannel 8, which provides
     24-hour per day basic cable television programming primarily focused on
     regional and local news for the Washington, D.C. metropolitan area. The
     operations of NewsChannel 8 were integrated with those of WJLA in a new
     studio and office facility, creating the first newsgathering duopoly in the
     Nation's Capital. Allnewsco has been controlled since its inception by
     Perpetual, which also controls ACC. Because both ACC and Allnewsco are
     controlled by Perpetual, ACC was required to account for the acquisition as
     a transfer of assets within a group under common control.

     Under this accounting, the Company and Allnewsco were treated as if they
     had always been combined for accounting and financial reporting purposes.
     As a result, our consolidated financial statements for all periods prior to
     the asset acquisition reflect the combined results of the Company and
     Allnewsco. In addition to combining the separate historical results of the
     Company and Allnewsco, the consolidated financial statements include all
     adjustments necessary to conform accounting methods and presentation, to
     the extent they were different, and to eliminate significant intercompany
     transactions.

     In addition, as ACC did not acquire all of the assets or assume all of the
     liabilities of Allnewsco, certain expenses reported in the Fiscal 2001 and
     2002 selected consolidated financial data have not been incurred by ACC
     subsequent to the acquisition. Specifically, ACC did not acquire or assume
     amounts due from Allnewsco to Perpetual. The accompanying selected
     consolidated financial data include $4,064 and $785 of related party
     interest expense incurred by Allnewsco relating to amounts due from
     Allnewsco to Perpetual during the years ended September 30, 2001 and 2002,
     respectively. We have not incurred such related party interest expense
     subsequent to the acquisition date of September 16, 2002. Accordingly, no
     such related party interest expense was incurred during the years ended
     September 30, 2003, 2004 or 2005.

<F2> As required by generally accepted accounting principles ("GAAP"), effective
     October 1, 2002 we changed our method of accounting for intangible assets.
     As a result, we ceased amortization of our broadcast license intangible
     assets effective October 1, 2002. In addition, we recorded a non-cash,
     after-tax impairment charge of $2,973 relating to the carrying value of our
     broadcast licenses. See "Consolidated Financial Statements--Notes to
     Consolidated Financial Statements--Note 4."

                                       21
<PAGE>

     The following table adjusts reported depreciation and amortization for each
     year prior to the adoption of Statement of Financial Accounting Standards
     ("SFAS") No. 142 to exclude amortization of our broadcast license
     intangible assets:

                                                 Fiscal Year Ended September 30,
                                                 -------------------------------
                                                        2001         2002
                                                        ----         ----

     Depreciation and amortization, as reported....   $ 15,045    $ 13,310
     Less:
     Amortization of broadcast licenses............     (4,088)     (4,088)
                                                      --------    --------

     Depreciation and amortization, adjusted for
     the adoption of SFAS No. 142..................   $ 10,957    $  9,222
                                                      ========    ========


<F3> Total debt is defined as long-term debt (including the current portion
     thereof, and net of discount) and capital lease obligations.

<F4> Cash flows from operating, investing and financing activities were
     determined in accordance with GAAP. See "Consolidated Financial
     Statements--Consolidated Statements of Cash Flows."

<F5> We define "Operating Cash Flow" as operating income plus depreciation and
     amortization. Although Operating Cash Flow is not a measure of performance
     calculated in accordance with GAAP, we believe it is useful for investors
     in our debt securities and users of our financial statements in
     understanding our results of operations. Management believes that Operating
     Cash Flow is useful because it is widely used in the broadcasting industry
     as a measure of operating performance and is used by investors and by
     analysts who report on the performance of broadcast companies. Operating
     Cash Flow also is generally recognized as a tool in applying valuation
     methodologies for companies in the media industry. In addition, management
     closely monitors Operating Cash Flow in determining our ability to maintain
     compliance with certain financial covenants of our indebtedness.
     Nevertheless, you should not consider Operating Cash Flow in isolation from
     or as a substitute for operating income, net income, cash flow from
     operating activities and other operations or cash flow statement data
     prepared in accordance with GAAP, or as a measure of performance or
     liquidity prepared in accordance with GAAP. Moreover, because Operating
     Cash Flow is not a measure calculated in accordance with GAAP, this
     performance measure is not necessarily comparable to similarly titled
     measures employed by other companies.


                                       22
<PAGE>

     The following table provides a reconciliation of Operating Cash Flow (a
     non-GAAP financial measure) to operating income (as presented in our
     statements of operations):

                                                    Fiscal Year Ended September 30,
                                                    -------------------------------
                                           2001       2002       2003       2004       2005
                                           ----       ----       ----       ----       ----

     Operating income..................  $ 57,258   $ 50,854   $ 60,202   $ 60,868   $ 61,163
     Add:
     Depreciation and amortization.....    15,045     13,310     10,785      9,908      9,170
                                         --------   --------   --------   --------   --------

     Operating Cash Flow...............  $ 72,303   $ 64,164   $ 70,987   $ 70,776   $ 70,333
                                         ========   ========   ========   ========   ========


<F6> We define "Operating Cash Flow Margin" as Operating Cash Flow as a
     percentage of operating revenues, net.

</FN>
</TABLE>

                                       23
<PAGE>

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

General Factors Affecting Our Business

   The Company

      We own ABC network-affiliated television stations serving seven geographic
markets: WJLA in Washington, D.C.; WCFT in Tuscaloosa, Alabama, WJSU in
Anniston, Alabama and WBMA-LP, a low power television station licensed to
Birmingham, Alabama (we operate WCFT and WJSU in tandem with WBMA-LP serving the
viewers of the Birmingham, Tuscaloosa and Anniston market as a single
programming source); WHTM in Harrisburg, Pennsylvania; KATV in Little Rock,
Arkansas; KTUL in Tulsa, Oklahoma; WSET in Lynchburg, Virginia; and WCIV in
Charleston, South Carolina. We also provide 24-hour per day basic cable
television programming to the Washington, D.C. market, through NewsChannel 8,
primarily focused on regional and local news for the Washington, D.C.
metropolitan area. The operations of NewsChannel 8 are integrated with WJLA.

   Business

      Our operating revenues are derived from local and national advertisers
and, to a much lesser extent, the ABC network and program syndicators for the
broadcast of programming, cable operators and DBS providers in the form of
subscriber fees, and other broadcast-related activities. The primary operating
expenses involved in owning and operating television stations are employee
compensation, programming, newsgathering, production, promotion and the
solicitation of advertising.

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

      Our 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 our 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 our first and fourth fiscal quarters. During
years in which Olympic Games are held, there is additional demand for
advertising time and, as a result, increased advertising revenue associated with
Olympic broadcasts. The 2004 Summer Olympic Games were broadcast

                                       24
<PAGE>

by NBC in August 2004 in connection with NBC's United States television rights
to the Olympic Games, which extend through 2012.

      Our cash flow from operations is also affected on a quarterly basis by the
timing of cash collections and interest payments on our debt. Cash receipts are
usually greater during the second and fourth fiscal quarters, as the collection
of advertising revenue typically lags the period in which such revenue is
recorded. Scheduled semi-annual interest payments on our long-term fixed
interest rate debt occur during the first and third fiscal quarters. As a
result, our cash flows from operating activities as reflected in our
consolidated financial statements are generally significantly higher during our
second and fourth fiscal quarters, and such quarters comprise a substantial
majority of our cash flow from operating activities for the full fiscal year.

      The broadcast television industry is cyclical in nature, being affected by
prevailing economic conditions. Because we rely on sales of advertising time for
substantially all of our revenues, our operating results are sensitive to
general economic conditions and regional conditions in each of the local market
areas in which our stations operate. For Fiscal 2003, 2004 and 2005, the
Washington, D.C. advertising market accounted for approximately one-half of our
total revenues. As a result, our results of operations are highly dependent on
WJLA/NewsChannel 8 and, in turn, the Washington, D.C. economy and, to a lesser
extent, on each of the other local economies in which our stations operate. We
are also dependent on automotive-related advertising. Approximately 28% of our
total broadcast revenues for each of the years ended September 30, 2003, 2004
and 2005 consisted of automotive-related advertising. A significant decrease in
such advertising in the future could materially and adversely affect our
operating results.

   Fiscal 2003 Financing Transactions

      On December 20, 2002, we issued $275,000 principal amount of 7 3/4% senior
subordinated notes at par. As of January 21, 2003, we had used the net proceeds
from the offering, together with approximately $15,500 of borrowings under our
senior credit facility, to purchase and redeem all of our outstanding 9 3/4%
senior subordinated debentures as well as to pay the fees and expenses
associated with the offering of the 7 3/4% notes.

       On February 6, 2003, we issued an additional $180,000 principal amount of
our 7 3/4% notes at a price of 98.305%. We used the net proceeds to redeem our
existing 8 7/8% senior subordinated notes, fund the redemption premium for the
8 7/8% notes, pay the fees and expenses associated with the offering of the
additional 7 3/4% notes and repay borrowings outstanding under our senior credit
facility. On March 10, 2003, all of the 8 7/8% notes were redeemed.

      As a result of the purchase and redemption of our 9 3/4% debentures and
the redemption of the 8 7/8% notes, we recorded a pre-tax charge of $23,194
during the quarter ended March 31, 2003. Such charge was reflected as a
nonoperating expense during Fiscal 2003. See "--Results of Operations--Fiscal
2004 Compared to Fiscal 2003--Loss on Early Repayment of Debt."

      On February 14, 2003, we commenced a registered exchange offer of a new
series of 7 3/4% notes in exchange for the initial series of 7 3/4% notes issued
December 20, 2002 and

                                       25
<PAGE>

consummated the exchange offer following its expiration on March 17, 2003 by
issuing the new series of notes in exchange for notes of the initial series
properly tendered. On June 17, 2003, we commenced a registered exchange offer of
the same new series of 7 3/4% notes in exchange for the initial series of 7 3/4%
notes issued February 6, 2003 and consummated the exchange offer following its
expiration on July 16, 2003 by issuing such new series of notes in exchange for
notes of the initial series properly tendered. The terms of the exchange notes
are substantially identical to those of the initial notes in each case, except
that transfer restrictions and registration rights relating to the initial notes
do not apply to the exchange notes.


Operating Revenues

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

<TABLE>
<CAPTION>

                                                          Fiscal Year Ended September 30,
                                                          -------------------------------
                                                2003                   2004                   2005
                                          -----------------      -----------------      -----------------
                                          Dollars   Percent      Dollars   Percent      Dollars   Percent
                                          -------   -------      -------   -------      -------   -------

<S>                                     <C>         <C>        <C>         <C>        <C>         <C>
Local and national<F1>................  $ 176,195    84.9%     $ 179,385    86.2%     $ 179,043    87.5%
Political<F2>.........................      8,635     4.1%         5,054     2.4%         4,536     2.2%
Network compensation<F3>..............      5,747     2.8%         5,706     2.8%         2,867     1.4%
Trade and barter<F4>..................      7,010     3.4%         6,709     3.2%         5,884     2.9%
Other revenues<F5>....................     10,011     4.8%        11,253     5.4%        12,263     6.0%
                                        ---------   ------     ---------   ------     ---------   ------

Broadcast revenues....................    207,598   100.0%       208,107   100.0%       204,593   100.0%
                                                    ======                 ======                 ======

Fees<F6>..............................     (5,008)                (4,837)                (4,166)
                                        ---------              ---------              ---------

Operating revenues, net...............  $ 202,590              $ 203,270              $ 200,427
                                        =========              =========              =========

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

                                       26
<PAGE>

      Local and national advertising constitutes our largest category of
operating revenues, representing approximately 85% to 90% of our total broadcast
revenues in each of the last three fiscal years. Local and national advertising
revenues increased 1.3% and 1.8% in Fiscal 2003 and 2004, respectively, and
decreased 0.2% in Fiscal 2005.


 Results of Operations--Fiscal 2005 Compared to Fiscal 2004

      Set forth below are selected consolidated financial data for Fiscal 2004
and 2005, respectively, and the percentage change between the years.

<TABLE>
<CAPTION>
                                              Fiscal Year Ended       Percentage
                                                September 30,           Change
                                              -----------------       ----------
                                              2004         2005
                                              ----         ----

<S>                                        <C>          <C>             <C>
Operating revenues, net.................   $ 203,270    $ 200,427       (1.4)%
Total operating expenses................     142,402      139,264       (2.2)%
                                           ---------    ---------

Operating income........................      60,868       61,163        0.5%
Nonoperating expenses, net..............      37,955       38,100        0.4%
Income tax provision....................       9,332        9,421        1.0%
                                           ---------    ---------

Net income..............................   $  13,581    $  13,642        0.4%
                                           =========    =========

Operating cash flow<F1>.................   $  70,776    $  70,333       (0.6)%
                                           =========    =========
<FN>
______________
<F1> Operating cash flow is not a measure of performance calculated in
     accordance with GAAP. For a definition of operating cash flow and a
     reconciliation of operating cash flow to operating income, please refer to
     footnote (5) under "Selected Consolidated Financial Data."
</FN>
</TABLE>


   Net Operating Revenues

      Net operating revenues for Fiscal 2005 totaled $200,427, a decrease of
$2,843, or 1.4%, as compared to Fiscal 2004.

      Local and national advertising revenues decreased $342, or 0.2%, from
Fiscal 2004. The decrease in local and national advertising revenues primarily
reflected displacement of local and national advertisers during the peak
political advertising month of October 2004, decreased national advertising
revenue across a majority of our markets, and a decline in the Washington, D.C.
local and national advertising market during the first six months of Fiscal
2005, almost completely offset by increased demand by local advertisers in a
majority of our markets during the final six months of Fiscal 2005, led by
Washington, D.C., Birmingham and Charleston.

                                       27
<PAGE>

      Political advertising revenues decreased by $518, or 10.2%, in Fiscal 2005
from Fiscal 2004. This decrease was primarily due to Fiscal 2004 advertising
related to local primaries as well as advertising leading up to the November
2004 Presidential and local elections, partially offset by advertising during
the first quarter of Fiscal 2005 related to the November 2004 Presidential and
local elections as well as advertising during the fourth quarter of Fiscal 2005
related to the Virginia Governor's race leading up to the November 2005
election.

      Network compensation revenue decreased $2,839, or 49.8%, during Fiscal
2005 as compared to the prior year. The decrease primarily reflects reduced
network compensation related to our participation in ABC's current National
Football League ("NFL") programming rights arrangement with its affiliates,
which principally involves the exchange of additional primetime inventory for
reduced network compensation. Additionally, effective January 1, 2005, our rate
of compensation for airing network programming decreased pursuant to our
long-term affiliation agreement with ABC. Based on ABC's non-renewal of NFL
programming rights beyond the 2005 NFL season, the inventory and network
compensation provisions of ABC's current NFL programming rights arrangement with
its affiliates will expire on July 31, 2006. Overall network compensation
revenue for Fiscal 2006 is expected to approximate Fiscal 2005 amounts.

      No individual advertiser accounted for more than 5% of our broadcast
revenues during Fiscal 2005 or 2004.

   Total Operating Expenses

      Total operating expenses in Fiscal 2005 were $139,264, a decrease of
$3,138, or 2.2%, compared to total operating expenses of $142,402 in Fiscal
2004. This net decrease consisted of a decrease in television operating
expenses, excluding depreciation and amortization, of $3,504, a decrease in
depreciation and amortization of $738 and an increase in corporate expenses of
$1,104.

      Television operating expenses, excluding depreciation and amortization,
totaled $124,082 in Fiscal 2005, a decrease of $3,504, or 2.7%, when compared to
television operating expenses of $127,586 in Fiscal 2004. This decrease was due
primarily to reduced syndicated programming costs resulting from renewals of
several of our existing programs under more favorable terms, partially offset by
higher sales-related costs, including local sales commissions and the cost of
sales incentives, which were related to the increased local advertising revenues
during the second half of Fiscal 2005.

      Depreciation and amortization expense of $9,170 in Fiscal 2005 decreased
$738, or 7.4%, from $9,908 in Fiscal 2004. This decrease was principally the
result of decreased depreciation associated with the new WJLA/NewsChannel 8
facility during its third full year of depreciation in Fiscal 2005.

                                       28
<PAGE>

      Corporate expenses in Fiscal 2005 increased $1,104, or 22.5%, from Fiscal
2004 due to a variety of increased expenses including costs associated with
increased activities related to Sarbanes-Oxley internal control compliance,
compensation related to the addition of a corporate-level sales executive, and
one-time rent-related expenses associated with our move to a new headquarters
office location.

   Operating Income

      Operating income of $61,163 in Fiscal 2005 increased $295, or 0.5%,
compared to operating income of $60,868 in Fiscal 2004. The operating income
margin in Fiscal 2005 increased to 30.5% from 29.9% for the prior fiscal year.
The increases in operating income and margin during Fiscal 2005 were primarily
the result of television operating expenses, excluding depreciation and
amortization, decreasing at a greater rate than net operating revenues, as
discussed above.

    Operating Cash Flow

      Operating cash flow decreased to $70,333 in Fiscal 2005 from $70,776 in
Fiscal 2004, a decrease of $443, or 0.6%. This decrease was primarily the result
of decreased net operating revenues and increased corporate expenses,
substantially offset by decreased television operating expense, excluding
depreciation and amortization, as discussed above. Operating cash flow is not a
measure of performance calculated in accordance with GAAP. For a definition of
operating cash flow and a reconciliation of operating cash flow to operating
income, please refer to footnote (5) under "Selected Consolidated Financial
Data."

   Nonoperating Expenses, Net

      Interest expense decreased by $30, or 0.1%, from $36,759 in Fiscal 2004 to
$36,729 in Fiscal 2005. The average balance of debt outstanding, including
capital lease obligations, for Fiscal 2004 and 2005 was $471,619 and $466,092,
respectively, and the weighted average interest rate on debt during the year was
7.63% and 7.70%, respectively.

   Income Taxes

      The provision for income taxes in Fiscal 2005 totaled $9,421, an increase
of $89, or 1.0%, when compared to the provision for income taxes of $9,332 in
Fiscal 2004. The increase in the provision for income taxes was primarily due to
the $150, or 0.7%, increase in pre-tax income.

   Net Income

      Net income for Fiscal 2005 was $13,642, an increase of $61, or 0.4%, when
compared to net income of $13,581 in Fiscal 2004. The increase in net income was
due to the factors discussed above.

                                       29
<PAGE>

Results of Operations--Fiscal 2004 Compared to Fiscal 2003

      Set forth below are selected consolidated financial data for Fiscal 2003
and 2004, respectively, and the percentage change between the years.

<TABLE>
<CAPTION>

                                                       Fiscal Year Ended      Percentage
                                                         September 30,          Change
                                                      ------------------      ----------
                                                      2003          2004
                                                      ----          ----

<S>                                                <C>           <C>            <C>
Operating revenues, net.........................   $ 202,590     $ 203,270        0.3%
Total operating expenses........................     142,388       142,402        0.0%
                                                   ---------     ---------

Operating income................................      60,202        60,868        1.1%
Nonoperating expenses, net......................      64,574        37,955      (41.2)%
Income tax (benefit) provision..................      (1,421)        9,332      756.7%
                                                   ---------     ---------

(Loss) income before cumulative effect of
  change in accounting principle................      (2,951)       13,581      560.2%
                                                   ---------     ---------

Cumulative effect of change in accounting
  principle, net of income tax benefit..........       2,973            --         --
                                                   ---------     ---------

Net (loss) income...............................   $  (5,924)    $  13,581      329.3%
                                                   =========     =========

Operating cash flow<F1>.........................   $  70,987     $  70,776       (0.3)%
                                                   =========     =========
<FN>
___________
<F1> Operating cash flow is not a measure of performance calculated in
     accordance with GAAP. For a definition of operating cash flow and a
     reconciliation of operating cash flow to operating income, please refer to
     footnote (5) under "Selected Consolidated Financial Data."
</FN>
</TABLE>


   Net Operating Revenues

      Net operating revenues for Fiscal 2004 totaled $203,270, an increase of
$680, or 0.3%, as compared to Fiscal 2003.

      Local and national advertising revenues increased $3,190, or 1.8%, from
Fiscal 2003. Local and national advertising revenues increased in a majority of
our markets during Fiscal 2004, reflecting increased demand among local and
national advertisers. Such increase also reflects the prior year displacement of
local and national advertisers during the peak political advertising month of
October 2002, partially offset by prior year revenue related to the broadcast of
the Super Bowl by the ABC network in January 2003 (broadcast by the CBS network
in 2004).

                                       30
<PAGE>

      Political advertising revenues decreased by $3,581, or 41.5%, in Fiscal
2004 from Fiscal 2003. This decrease was primarily due to several high-profile
local political races affecting our markets for the November 2002 elections,
which generated substantial revenue in the first quarter of Fiscal 2003 with no
comparable races or elections taking place during the first quarter of Fiscal
2004. This first quarter decrease was partially offset by increases during the
second, third and fourth quarters of Fiscal 2004 principally due to advertising
related to local primaries as well as advertising leading up to the November
2004 Presidential and local elections.

      No individual advertiser accounted for more than 5% of our broadcast
revenues during Fiscal 2004 or 2003.

   Total Operating Expenses

      Total operating expenses in Fiscal 2004 were $142,402, an increase of $14
compared to total operating expenses of $142,388 in Fiscal 2003. This net
increase consisted of an increase in television operating expenses, excluding
depreciation and amortization, of $2,362, a decrease in depreciation and
amortization of $877 and a decrease in corporate expenses of $1,471.

      Television operating expenses, excluding depreciation and amortization,
totaled $127,586 in Fiscal 2004, an increase of $2,362, or 1.9%, when compared
to television operating expenses of $125,224 in Fiscal 2003. This increase was
due primarily to an overall increase in our employee compensation and benefits
of 2.5%. Additionally, news-related promotional expenses at our Washington, D.C.
station increased $450 during Fiscal 2004 as compared to Fiscal 2003. The
overall increase in employee compensation and benefits resulted principally from
increased news personnel costs in Washington, D.C., increased health insurance
costs across the Company and increased sales commissions at a majority of our
stations.

      Depreciation and amortization expense of $9,908 in Fiscal 2004 decreased
$877, or 8.1%, from $10,785 in Fiscal 2003. This decrease was principally the
result of decreased depreciation associated with the new WJLA/NewsChannel 8
facility during its second full year of depreciation in Fiscal 2004.

      Corporate expenses in Fiscal 2004 decreased $1,471, or 23.1%, from Fiscal
2003. The decrease was primarily due to decreased key-man life insurance
expense.

   Operating Income

      Operating income of $60,868 in Fiscal 2004 increased $666, or 1.1%,
compared to operating income of $60,202 in Fiscal 2003. The operating income
margin in Fiscal 2004 increased to 29.9% from 29.7% for the prior fiscal year.

    Operating Cash Flow

      Operating cash flow decreased to $70,776 in Fiscal 2004 from $70,987 in
Fiscal 2003, a decrease of $211, or 0.3%. This decrease was primarily the result
of increased television operating expense, excluding depreciation and
amortization, partially offset by increased net

                                       31
<PAGE>

operating revenues and decreased corporate expenses, as discussed above.
Operating cash flow is not a measure of performance calculated in accordance
with GAAP. For a definition of operating cash flow and a reconciliation of
operating cash flow to operating income, please refer to footnote (5) under
"Selected Consolidated Financial Data."

   Nonoperating Expenses, Net

      Interest expense decreased by $3,888, or 9.6%, from $40,647 in Fiscal 2003
to $36,759 in Fiscal 2004. The average balance of debt outstanding, including
capital lease obligations, for Fiscal 2003 and 2004 was $498,867 and $471,619,
respectively, and the weighted average interest rate on debt during the year was
8.03% and 7.63%, respectively. The decrease in interest expense was primarily
the result of the reduced weighted average interest rate on debt due to the two
financing transactions during the first half of Fiscal 2003 as well as the
effect on the prior year of incremental interest expense incurred during the
first half of Fiscal 2003 associated with the financing transactions.
Incremental interest expense was incurred related to carrying both the 7 3/4%
notes and the 9 3/4% debentures from December 20, 2002 through January 21, 2003
during the redemption notice period as well as carrying both the 7 3/4% notes
and the 8 7/8% notes from February 6, 2003 through March 10, 2003 during the
redemption notice period.

      Had we purchased or redeemed the 9 3/4% debentures on December 20, 2002
and the 8 7/8% notes on February 6, 2003, interest expense for Fiscal 2003 would
have been $38,087, resulting in a decrease of $1,328, or 3.5%, from Fiscal 2003
to Fiscal 2004. This primarily reflects the lower weighted average interest rate
on debt during Fiscal 2004. The average balance of debt outstanding, including
capital lease obligations, for Fiscal 2003 would have been $470,186, and the
weighted average interest rate on debt during Fiscal 2003 would have been 7.95%.

    Loss on Early Repayment of Debt

      As a result of the purchase and redemption of our 9 3/4% debentures and
the redemption of our 8 7/8% notes during the second quarter of Fiscal 2003, we
recorded a pre-tax charge of $23,194. Such charge has been reflected as a
nonoperating expense rather than as an extraordinary item in accordance with our
adoption of SFAS No. 145, "Rescission of FASB Statements Nos. 4, 44 and 64,
Amendment of FASB Statement No. 13 and Technical Corrections," which became
effective during our Fiscal 2003. SFAS No. 145 generally requires any gains or
losses associated with early extinguishments of debt be recorded as a component
of income from continuing operations rather than as an extraordinary item.

   Income Taxes

      The provision for income taxes in Fiscal 2004 totaled $9,332, an increase
of $10,753 when compared to the benefit from income taxes of $1,421 in Fiscal
2003. The increase in income tax expense during Fiscal 2004 was primarily due to
the $23,194 loss on early repayment of debt during the prior fiscal year.

                                       32
<PAGE>

    Cumulative Effect of Change in Accounting Principle

      Effective October 1, 2002, we adopted SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 142 addresses the financial accounting and
reporting for acquired goodwill and other intangible assets. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives are no
longer amortized but are subject to periodic impairment tests. Our indefinite
lived intangible assets consist of broadcast licenses. Other intangible assets
continue to be amortized over their useful lives of 11 to 25 years.

      Upon adoption, we performed the first of the required impairment tests on
our indefinite lived intangible assets. The fair value of our broadcast licenses
was determined by applying an estimated market multiple to the broadcast cash
flow generated by the respective market. Market multiples were determined based
on recent transactions within the industry, information available regarding
publicly traded peer companies and the respective station's competitive position
within its market. Appropriate allocation was made to each of the station's
tangible and intangible assets in determining the fair value of the station's
broadcast licenses. As a result of these tests, we determined that one of our
broadcast licenses was impaired. Accordingly, we recorded a non-cash, after-tax
impairment charge of $2,973 related to the carrying value of our indefinite
lived intangible assets. This charge was recorded as a cumulative effect of a
change in accounting principle during the first quarter of Fiscal 2003.

   Net Income

      Net income for Fiscal 2004 was $13,581, an increase of $19,505 when
compared to a net loss of $5,924 in Fiscal 2003. The increase in net income was
due to the factors discussed above.


Liquidity and Capital Resources

   Cash Provided by Operations

      Our principal source of working capital is cash flow from operations and
borrowings under our senior credit facility. As discussed above, our operating
results are cyclical in nature primarily as a result of seasonal fluctuations in
advertising revenues, which are generally highest in the first and third
quarters of each fiscal year. Our cash flow from operations is also impacted on
a quarterly basis by the timing of cash collections and interest payments on our
debt. Cash receipts are usually greater during the second and fourth fiscal
quarters as the collection of advertising revenue typically lags the period in
which such revenue is recorded. Scheduled semi-annual interest payments on our
long-term fixed interest rate debt occur during the first and third fiscal
quarters. As a result, our cash flows from operating activities as reflected in
our consolidated financial statements are generally significantly higher during
our second and fourth fiscal quarters, and such quarters comprise a substantial
majority of our cash flows from operating activities for the full fiscal year.

                                       33
<PAGE>

      As reported in our consolidated statements of cash flows, our net cash
provided by operating activities was $23,938, $30,959 and $27,266 for Fiscal
2003, 2004 and 2005, respectively. The increase in cash provided by operating
activities from Fiscal 2003 to Fiscal 2004 was primarily due to the effect of
the change in other accrued expenses on the net cash provided by operating
activities for the year ended September 30, 2003. Accrued expenses were elevated
at September 30, 2002 as a result of the relocation of WJLA into new studio and
office space during the fourth quarter of Fiscal 2002. Such accrued expenses
were paid during Fiscal 2003, resulting in a decrease to net cash provided by
operating activities for the year. The decrease in cash provided by operating
activities from Fiscal 2004 to Fiscal 2005 was the result of various differences
in the timing of cash receipts and payments in the ordinary course of
operations.

   Distributions to Related Parties

      We have periodically made advances in the form of distributions to
Perpetual. For Fiscal 2003, 2004 and 2005, we made cash advances net of
repayments to Perpetual of $13,846, $18,957 and $19,880, 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.

      At present, the primary sources of repayment of net advances is through
our ability 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 our consolidated financial statements.

      During Fiscal 2003, we declared and paid cash dividends of $250 per common
share, or $5,000. We recorded these dividends in distributions to owners, net
when declared.

      Under the terms of the agreements relating to our indebtedness, future
advances, distributions and dividends to related parties are subject to certain
restrictions. We anticipate that, subject to such restrictions, applicable law
and payment obligations with respect to our indebtedness, we will make advances,
distributions or dividends to related parties in the future. Subsequent to
September 30, 2005 and through December 14, 2005, we made additional net
distributions to owners of $1,396.

      During Fiscal 2004 and 2005, we were charged by Perpetual and made
payments to Perpetual for federal and state income taxes totaling $4,231 and
$6,853, respectively. During Fiscal 2003, we were not charged for federal and
state income taxes, but rather, we recorded a benefit for federal and Virginia
state income taxes of $3,957. 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.

   Indebtedness

      Our total debt, including the current portion of long-term debt, decreased
from $465,675 at September 30, 2004 to $460,755 at September 30, 2005. This
debt, net of applicable discounts, consists of $452,553 of 7 3/4% senior
subordinated notes due December 15, 2012; $8,000 of draws

                                       34
<PAGE>

under our senior credit facility; and $202 of capital lease obligations. The
decrease of $4,920 in total debt from September 30, 2004 to September 30, 2005
was primarily due to net repayments under the senior credit facility of $5,000.

      As of August 23, 2005, we entered into a new $70,000, six-year senior
credit facility. This new facility replaced our previous facility which was
scheduled to mature March 27, 2006. Our $70,000 senior credit facility is
secured by the pledge of stock of ACC and its subsidiaries and matures August
23, 2011. Interest is payable quarterly at various rates either from prime or
from LIBOR plus 0.75% depending on certain financial operating tests.

      Under our existing borrowing agreements, we are subject to restrictive
covenants that place limitations upon payments of cash dividends, issuance of
capital stock, investment transactions, incurrence of additional obligations and
transactions with affiliates. In addition, under the senior credit facility, we
must maintain compliance with certain financial covenants. Compliance with the
financial covenants is measured at the end of each quarter, and as of September
30, 2005, we were in compliance with those financial covenants. We are also
required to pay a commitment fee ranging from 0.25% to 0.375% per annum based on
the amount of any unused portion of the senior credit facility.

      The indenture for our long-term debt provides that, whether or not
required by the rules and regulations of the SEC, so long as any senior notes
are outstanding, we, at our expense, will furnish to each holder (i) all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K, if we were required
to file such forms, including a "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and, with respect to the annual
financial information only, a report thereon by our certified independent
accountants and (ii) all current reports that would be required to be filed with
the SEC on Form 8-K if we were required to file such reports. In addition, the
indenture also provides that, whether or not required by the rules and
regulations of the SEC, we will file a copy of all such information and reports
with the SEC for public availability (unless the SEC will not accept such a
filing) and make such information available to securities analysts and
prospective investors upon request. Although our duty to file such reports with
the SEC was automatically suspended pursuant to Section 15(d) of the Securities
Exchange Act of 1934, effective October 1, 2003, we will continue to file such
reports in accordance with the indenture.

   Other Uses of Cash

      During Fiscal 2003, 2004 and 2005, we made $7,700, $5,816 and $4,660,
respectively, of capital expenditures. At this time, we estimate that capital
expenditures for Fiscal 2006 will be in the approximate range of $7,000 to
$8,000 and will primarily be for the acquisition of technical equipment and
vehicles to support ongoing operations across our stations as well as for the
implementation of full power DTV service in our final two markets. We expect
that the source of funds for these anticipated capital expenditures will be cash
provided by operations and borrowings under the senior credit facility.

                                       35
<PAGE>

      We regularly enter 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 2003, 2004
and 2005, we made cash payments of approximately $21,500, $21,400 and $16,800,
respectively, for rights to television programs. The decrease in cash paid for
programming during Fiscal 2005 as compared to Fiscal 2004 and 2003 was the
result of renewals of certain syndicated programming contracts under more
favorable terms as well as the conversion of certain time periods from
syndicated programming to local news or other locally produced programming. We
anticipate cash payments for program rights will be in the approximate range of
$12,000 to $13,000 per year for Fiscal 2006 through 2010. We currently intend to
fund these commitments with cash provided by operations.

      The following table presents the long-term debt maturities, required
payments under contractual agreements for broadcast rights, future minimum lease
payments under noncancellable leases and guaranteed payments under employment
contracts and deferred compensation agreements as of September 30, 2005:

<TABLE>
<CAPTION>

                                                      Fiscal Year Ending September 30,
                                          --------------------------------------------------------
                                          2006         2007         2008         2009         2010     Thereafter      Total
                                          ----         ----         ----         ----         ----     ----------      -----

<S>                                    <C>          <C>          <C>          <C>          <C>          <C>          <C>
Long-term debt....................     $     --     $     --     $     --     $     --     $     --     $463,000     $463,000
Programming contracts -- currently
   available......................       12,458          283           54           --           --           --       12,795
Programming contracts -- future
   commitments....................        2,441       11,686       10,535       10,517       10,251        6,426       51,856
Operating leases..................        4,581        3,831        3,663        3,606        3,704       26,703       46,088
Capital leases....................          180           30           --           --           --           --          210
Employment contracts..............        7,893        2,889        1,694           54           --           --       12,530
Deferred compensation.............          150          369          369          369          369          633        2,259
                                       --------     --------     --------     --------     --------     --------     --------

      Total.......................     $ 27,703     $ 19,088     $ 16,315     $ 14,546     $ 14,324     $496,762     $588,738
                                       ========     ========     ========     ========     ========     ========     ========
</TABLE>

      Based upon our current level of operations, we believe that available
cash, together with cash flows generated by operating activities and amounts
available under the senior credit facility, will be adequate to meet our
anticipated future requirements for working capital, capital expenditures and
scheduled payments of interest on our debt for the next twelve months.

      ACC's cash flow from operations and consequent ability to service its debt
is, in part, dependent upon the earnings of its subsidiaries and the
distribution (through dividends or otherwise) of those earnings to ACC, or upon
loans, advances or other payments of funds by those subsidiaries to ACC. As of
September 30, 2005, 71% of the assets of ACC were held by operating subsidiaries
and for Fiscal 2005, approximately 50% of ACC's net operating revenues were
derived from the operations of ACC's subsidiaries.

                                       36
<PAGE>

   Income Taxes

      Our operations are included in a consolidated federal income tax return
filed by Perpetual. In accordance with the terms of a tax sharing agreement
between ACC and Perpetual, we are required to pay to Perpetual our federal
income tax liability, computed based upon statutory federal income tax rates
applied to our consolidated taxable income. We file 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, we are required to pay to Perpetual our combined Virginia
income tax liability, computed based upon statutory Virginia income tax rates
applied to our combined Virginia net taxable income. Taxes payable to Perpetual
are not reduced by losses generated in prior years by us. In addition, the
amounts payable by us to Perpetual under the tax sharing agreement are not
reduced if losses of other members of the Perpetual group are utilized to offset
our taxable income for purposes of the Perpetual consolidated federal or
Virginia state income tax returns.

      The provision for income taxes is determined in accordance with SFAS No.
109, 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 us as if we and our subsidiaries were separate
taxpayers. We record 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 our 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 our consolidated financial condition and
consolidated results of operations for each of the periods presented was not
material.


Critical Accounting Policies and Estimates

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires us to make judgments
and estimates that affect the amounts reported in our consolidated financial
statements and accompanying notes. We base our estimates on historical
experience and assumptions we consider reasonable at the time of making those
estimates. We evaluate our estimates on an on-going basis. Actual results may
differ from these estimates under different circumstances or using different
assumptions. We consider the following accounting policies to be critical to our
business operations and the understanding of our financial condition and results
of operations.

                                       37
<PAGE>

   Allowance for Doubtful Accounts

      We maintain an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments. If the
economy and/or the financial condition of our customers were to deteriorate,
resulting in an impairment of their ability to make their payments, additional
allowances may be required.

   Intangible Assets

      Intangible assets consist of values assigned to broadcast licenses as well
as favorable terms on contracts and leases. The amounts originally assigned to
intangible assets were based on the results of independent valuations.
Intangible assets, net of accumulated amortization, were $122,815 and $122,650
as of September 30, 2004 and 2005, respectively. SFAS No. 142, "Goodwill and
Other Intangible Assets," was issued in June 2001 and became effective for our
fiscal year ended September 30, 2003. SFAS No. 142 addresses the financial
accounting and reporting for acquired goodwill and other intangible assets.
Under the new rules, goodwill and intangible assets deemed to have indefinite
lives are no longer amortized but are subject to annual impairment tests. In
testing for impairment, the fair value of our broadcast licenses is determined
by applying an estimated market multiple to the broadcast cash flow generated by
the respective market. Market multiples are determined based on recent
transactions within the industry, information available regarding publicly
traded peer companies and the respective station's competitive position within
its market. Appropriate allocation is made to each of the station's tangible and
intangible assets in determining the fair value of the station's broadcast
licenses.

      In September 2004, the Securities and Exchange Commission ("SEC")
announced, in conjunction with the issuance of Emerging Issues Task Force
("EITF") Topic No. D-108, "Use of the Residual Method to Value Acquired Assets
Other than Goodwill," that the "residual method" should no longer be used to
value intangible assets other than goodwill. Rather, a "direct value method" is
required to be used to determine the fair value of all intangible assets for
purposes of impairment testing, including those assets previously valued using
the residual method. Any impairment resulting from application of a direct value
method should be reported as a cumulative effect of a change in accounting
principle. Application of EITF Topic No. D-108 is to be effective no later than
the beginning of our Fiscal 2006.

      We had used the residual method to value our FCC licenses in conjunction
with acquisitions made in 1996 and 2000. Upon our implementation of EITF Topic
No. D-108 during the first quarter of Fiscal 2006, we will be required to
perform an impairment test using a direct value method on our FCC licenses
previously valued using the residual method. The direct value method, which
differs markedly from the residual value method, requires us to value our FCC
licenses using an average market participant concept. This concept assumes that
cash flows associated with FCC licenses are limited to those cash flows that
could be expected by an average market participant. In contrast, the residual
value method formerly used by us included other elements of cash flows which
contributed to station value.

                                       38
<PAGE>

      We are in the process of evaluating the impact of applying the provisions
of EITF Topic No. D-108. Based on our analysis to date, we expect to record a
non-cash impairment charge related to the carrying value of certain of our FCC
licenses in the approximate range of $75,000 to $85,000. This charge will be
recorded, net of the related tax benefit, as a cumulative effect of a change in
accounting principle during the first quarter of Fiscal 2006.

      Other intangible assets continue to be amortized over their useful lives.
The recoverability of other intangible assets is assessed on an ongoing basis by
evaluating whether amounts can be recovered through undiscounted cash flows over
the remaining amortization period.

      The performance of impairment tests under SFAS No. 142, including the new
requirements of EITF Topic No. D-108, requires significant management judgment.
Future events affecting cash flows, market conditions or accounting standards
could result in further impairment losses. Any resulting impairment loss could
have a material adverse impact on our consolidated financial statements.

   Income Taxes

      We account for income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes". We recognize deferred tax assets and liabilities based on the
differences between the financial statement carrying amounts and the tax bases
of assets and liabilities. We regularly review our deferred tax assets for
recoverability and establish a valuation allowance if it is more likely than not
that the deferred tax assets will not be realized. This assessment is based on
historical taxable income, projected future taxable income and the expected
timing of the reversals of existing temporary differences. If we are unable to
generate sufficient taxable income, or if there is a material change in the
actual effective tax rates or time period within which the underlying temporary
differences become taxable or deductible, we could be required to establish a
valuation allowance against all or a significant portion of our deferred tax
assets resulting in a substantial increase in our effective tax rate and an
adverse impact on our operating results.

      Our provision for income taxes and related deferred tax assets and
liabilities reflect our estimates of actual future taxes to be paid. Such
estimates are based on items reflected in the consolidated financial statements,
considering timing as well as the sustainability of our tax filing positions.
Actual income taxes paid could vary from our estimates as a result of future
changes in income tax law or reviews by federal or various state and local tax
authorities.

                                       39
<PAGE>

New Accounting Standards

      As discussed above, EITF Topic No. D-108 requires that a direct value
method be used to determine the fair value of all intangible assets for purposes
of impairment testing, including those assets previously valued using the
residual method. Any impairment resulting from application of a direct value
method should be reported as a cumulative effect of a change in accounting
principle. Application of EITF Topic No. D-108 is to be effective no later than
the beginning of our Fiscal 2006. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Critical Accounting Policies and
Estimates - Intangible Assets."


Off-Balance Sheet Arrangements

       We have no off-balance sheet arrangements as defined by Item 303 of
Regulation S-K.

                                       40
<PAGE>

             ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                                   MARKET RISK
                             (dollars in thousands)

      At September 30, 2005, we had other financial instruments consisting
primarily of long-term fixed interest rate debt. Such debt, with future
principal payments of $455,000, matures December 15, 2012. At September 30,
2005, the carrying value of such debt was $452,553, the fair value was
approximately $453,000 and the interest rate was 7 3/4%. 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. We estimate the fair
value of our long-term debt using either quoted market prices or by discounting
the required future cash flows under our debt using borrowing rates currently
available to us, as applicable. We actively monitor the capital markets in
analyzing our 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.


                        ITEM 9A. CONTROLS AND PROCEDURES

      The Company has performed an evaluation of its disclosure controls and
procedures (as defined by Exchange Act rule 15d-15(e)) as of September 30, 2005.
Based on this evaluation, the Company's Chief Executive Officer and Chief
Financial Officer have concluded that the disclosure controls and procedures are
effective in providing reasonable assurances that material information required
to be in this Form 10-K is made known to them by others on a timely basis.

      There were no changes in the Company's internal control over financial
reporting during the quarter ended September 30, 2005 that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.


                           ITEM 9B. OTHER INFORMATION

      None.

                                       41
<PAGE>

                                    PART III

           ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers and Directors

      Executive officers and directors of ACC are as follows:

<TABLE>
<CAPTION>

      Name                  Age                 Title
      ----                  ---                 -----
<S>                         <C>    <C>
Barbara B. Allbritton       68     Executive Vice President and Director

Robert L. Allbritton        36     Chairman, Chief Executive Officer and Director

Frederick J. Ryan, Jr.      50     Vice Chairman, President, Chief Operating Officer and Director

Jerald N. Fritz             54     Senior Vice President, Legal and Strategic Affairs, General Counsel

Stephen P. Gibson           40     Senior Vice President and Chief Financial Officer

James C. Killen, Jr.        43     Vice President, Sales

</TABLE>

_____________

      BARBARA B. ALLBRITTON has been a Director of ACC since its inception, Vice
President of ACC from 1980 to 2001 and Executive Vice President since 2001. She
currently serves as an officer and/or director of each of ACC's television
subsidiaries, as well as Perpetual and The Allbritton Foundation. She was also a
director of Riggs Bank N.A. from 1991 until 2004. Mrs. Allbritton is the wife of
Joe L. Allbritton and the mother of Robert L. Allbritton. See "Certain
Relationships and Related Transactions."

      ROBERT L. ALLBRITTON has been Chairman of the Board of Directors and Chief
Executive Officer of ACC since February 2001 and a Director of ACC since 1993.
He also serves as a member of the Executive Committee of the Board of Directors
of ACC. Mr. Allbritton was Executive Vice President and Chief Operating Officer
of ACC from 1994 to 1998 and President of ACC from 1998 to 2001. He is also an
officer and/or director of Perpetual, each of ACC's television subsidiaries and
The Allbritton Foundation. He has been involved in management of the television
properties at both the corporate and daily operational levels, including
financial, technical, strategic, programming, sales, news and promotion. In
addition to his positions with ACC, Mr. Allbritton was the Chairman of the Board
of Directors and Chief Executive Officer of Riggs National Corporation ("Riggs")
from February 2001 until March 2005 and a Director of Riggs from 1994 until
2005. Mr. Allbritton has served on the Board of Directors of the Washington
Hospital Center since August 2002 and the Lyndon B. Johnson Foundation since May
2002. He has also served on the Board of Trustees of The George

                                       42
<PAGE>

Washington University since February 2002 and Wesleyan University since May
2003. He is the son of Joe L. and Barbara B. Allbritton. See "Certain
Relationships and Related Transactions."

      FREDERICK J. RYAN, JR. has been President of ACC since February 2001,
Chief Operating Officer since 1998 and a Director and its Vice Chairman since
1995. He has served as Senior Vice President and Executive Vice President of ACC
and is an officer of each of its television subsidiaries. He previously served
as Chief of Staff to former President Ronald Reagan (1989-1995) and Assistant to
the President in the White House (1982-1989). Prior to his government service,
Mr. Ryan was an attorney with the Los Angeles firm of Hill, Farrer and Burrill.
Mr. Ryan presently serves as Chairman of the Ronald Reagan Presidential Library
Foundation, Vice Chairman of Ford's Theatre, Vice Chairman of the White House
Historical Association and Trustee of Ronald Reagan Institute of Emergency
Medicine at George Washington University.

      JERALD N. FRITZ has been part of ACC's management since 1987, currently
serving as a Senior Vice President. He serves as its General Counsel and also
oversees strategic planning and governmental affairs. From 1981 to 1987, Mr.
Fritz held several positions with the FCC, including Chief of Staff and Legal
Counsel to the Chairman. Mr. Fritz was in private practice from 1978 to 1981,
specializing in communications law, 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 career in broadcasting in 1973 with WGN-TV, Chicago.
He is a former director of the National Association of Broadcasters ("NAB"). Mr.
Fritz is a division chair of the Communications Forum of the American Bar
Association and currently serves on the NAB's Copyright Committee and Digital TV
Task Force as well as the Co-Chair of the Pre-Broadcast Committee of the Media
Law Resource Center.

      STEPHEN P. GIBSON has been a Senior Vice President of ACC since February
2001 and a Vice President since 1997. He has served as Chief Financial Officer
since 1998 and Controller from 1997, when he joined the Company, to 1998. He is
also Assistant Treasurer of The Allbritton Foundation and Vice President of
Perpetual and each of ACC's television subsidiaries. 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. He served as an elected
director of the Broadcast Cable Financial Management Association from 2002 until
2005.

      JAMES C. KILLEN, JR. joined ACC as Vice President, Sales in November 2004
to oversee, coordinate and support all aspects of advertising sales for the
Company. Prior to joining ACC, Mr. Killen held various sales positions with NBC
from 1992 until 2004, most recently Local Sales Manager and New York National
Sales Manager of NBC4 in Washington, D.C. His network experience included
several years as an NBC Account Manager selling the NBC owned and operated
stations.

                                       43
<PAGE>

Code of Ethics for Senior Financial Officers

      Our Board of Directors has adopted a Code of Ethics for Senior Financial
Officers. A copy of the Code of Ethics is incorporated by reference as an
exhibit to this Annual Report on Form 10-K.


Audit Committee Financial Expert

      The members of our Audit Committee are Robert L. Allbritton and Frederick
J. Ryan, Jr. The Board of Directors has determined that it does not currently
have an "audit committee financial expert" as defined by Item 401(h) of
Regulation S-K. As the company is privately held, the Board of Directors is not
currently considering expanding its members in order to include an "audit
committee financial expert" as defined.

                                       44
<PAGE>

                         ITEM 11. EXECUTIVE COMPENSATION

      The following table sets forth compensation paid to our Chief Executive
Officer and our four other most highly compensated executive officers for Fiscal
2005, 2004 and 2003:
<TABLE>
<CAPTION>

                                       Summary Compensation Table
                                       --------------------------

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

<S>                                   <C>      <C>            <C>           <C>             <C>
Joe L. Allbritton<F1>                 2005     $  550,000            --           --        $ 108,000<F2>
    Former Chairman of the            2004        550,000            --           --          121,000<F2>
    Executive Committee               2003        550,000            --           --          115,600<F2>

Robert L. Allbritton<F3>              2005        275,000     $ 125,000     $ 65,100<F4>           --
    Chairman and                      2004        250,000        75,000       50,300<F4>           --
    Chief Executive Officer           2003        250,000        75,000           --               --

Frederick J. Ryan, Jr.<F5>            2005        230,000       125,000           --            6,400<F6>
    President and Chief               2004        217,500       100,000           --            6,000<F6>
    Operating Officer                 2003        217,500        75,000           --            5,500<F6>

James C. Killen, Jr.<F7>              2005        237,981        75,000           --            6,800<F6>
    Vice President, Sales

Jerald N. Fritz<F8>                   2005        225,000        65,000           --            6,300<F6>
    Senior Vice President, Legal      2004        216,500        60,000           --            6,100<F6>
    And Strategic Affairs             2003        210,000        45,000           --            5,300<F6>

<FN>
__________
<F1> Salary consists of management fees paid by ACC. On September 30, 2005,
     directors of ACC were elected for the ensuing year. At that time, Mr. Joe
     L. Allbritton did not stand for re-election. As a result, effective October
     1, 2005, Joe L. Allbritton is no longer an Executive Officer or Director of
     ACC. He remains Chairman of the Board of Directors of Perpetual, ACC's
     ultimate parent company.
<F2> 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 satisfied either by cash payment from ACC or
     by dividends accumulated under the policies. 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.
<F3> Robert L. Allbritton is paid management fees by ACC, which are included as
     compensation above. In addition, Mr. Robert L. Allbritton is paid cash
     compensation by Perpetual for services to Perpetual and other interests of
     Joe L. Allbritton, including ACC. The portion of such compensation related
     to ACC is allocated to ACC and also included as compensation above.
<F4> These amounts represent the incremental cost of non-business travel on
     corporate aircraft. Incremental cost includes specific trip-related costs
     such as fuel, hourly maintenance contract costs, in-flight food and
     beverage, airport landing and hangar charges, travel expenses for flight
     crew and other miscellaneous charges.
<F5> Frederick J. Ryan, Jr. is paid cash compensation by ACC for services to
     ACC, which is included as compensation above. In addition, Mr. Ryan is also
     paid cash compensation by Perpetual for services to Perpetual and other
     interests of Joe L. Allbritton.
<F6> These amounts reflect annual contributions by ACC to our 401(k) Plan.

                                       45
<PAGE>

<F7> James C. Killen, Jr. was hired on November 22, 2004.
<F8> Jerald N. Fritz is paid cash compensation by ACC for services to ACC and
     Perpetual. Of the compensation shown in the table for Mr. Fritz, $10,500,
     $10,825 and $9,000 represents the portion of such compensation related to
     Perpetual, and has been allocated to Perpetual in Fiscal 2003, 2004 and
     2005, respectively.

</FN>
</TABLE>


      We do not have a Compensation Committee of our Board of Directors.
Compensation of executive officers is determined by Robert L. Allbritton and
Frederick J. Ryan, Jr. In reviewing compensation of executive officers,
consideration is given to performance, comparable arrangements in our industry,
as well as the cash compensation paid to certain of our executive officers by
affiliates of ACC. Our directors 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. Perpetual's address is 1000 Wilson Boulevard, Suite 2700, Arlington,
Virginia 22209. 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 therefore.

      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.

Equity Compensation Plans

      ACC does not have any compensation plans or individual compensation
arrangements under which ACC Common Stock or Series A Preferred Stock are
authorized for issuance.

                                       46
<PAGE>

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

Distributions to Related Parties

      ACC has periodically made advances in the form of distributions to
Perpetual. For Fiscal 2005, ACC made cash advances to Perpetual of $35,505 and
Perpetual made repayments on these cash advances of $15,625. 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, ACC was
charged by Perpetual and made payments to Perpetual for federal and state income
taxes in the amount of $6,853. As a result of making advances of tax payments in
accordance with the terms of the tax sharing agreement between ACC and
Perpetual, we earned interest income from Perpetual in the amount of $262. See
"Income Taxes" below.

      At present, the primary source of repayment of net advances is through our
ability 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 our consolidated financial statements.

      Under the terms of the agreements governing our indebtedness, future
advances, distributions and dividends to related parties are subject to certain
restrictions. We anticipate that, subject to such restrictions, applicable law
and payment obligations with respect to the notes and our other debt, ACC will
make advances, distributions or dividends to related parties in the future.
Subsequent to September 30, 2005 and through December 14, 2005, we made
additional net distributions to owners of $1,396.


Management Fees

      We paid management fees of $500 to Perpetual for Fiscal 2005. We also paid
executive compensation in the form of management fees to Joe L. Allbritton and
Robert L. Allbritton for Fiscal 2005 in the amount of $550 and $200,
respectively. Effective for Fiscal 2006, Joe L. Allbritton is no longer an
Executive Officer of ACC and Robert L. Allbritton will receive cash compensation
for all services to ACC from Perpetual, which will be allocated to ACC.
Accordingly, we expect to pay management fees to Perpetual during Fiscal 2006 of
approximately $700, while we do not expect to pay management fees to Joe L.
Allbritton or Robert L. Allbritton during Fiscal 2006. We believe that payments
to Perpetual will continue in the future and that the amount of the management
fees is at least as favorable to us as those prevailing for comparable
transactions with or involving unaffiliated parties.


Income Taxes

      Our operations are included in a consolidated federal income tax return
filed by Perpetual. In accordance with the terms of a tax sharing agreement
between ACC and Perpetual, ACC is required to pay to Perpetual its federal
income tax liability, computed based upon statutory

                                       47
<PAGE>

federal income tax rates applied to our consolidated taxable income. We file
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, we are required to pay to Perpetual
our combined Virginia income tax liability, computed based upon statutory
Virginia income tax rates applied to our combined Virginia net taxable income.
Taxes payable to Perpetual are not reduced by losses generated in prior years by
us. In addition, the amounts payable by us to Perpetual under the tax sharing
agreement are not reduced if losses of other members of the Perpetual group are
utilized to offset our taxable income for purposes of the Perpetual consolidated
federal or Virginia state income tax returns.

      The provision for income taxes is determined in accordance with 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 us as if we and our
subsidiaries were separate taxpayers. We record 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 leased certain office space from Riggs Bank in Washington, D.C. Riggs
Bank was a wholly-owned subsidiary of Riggs, of which Mr. Joe L. Allbritton was
a significant stockholder. Effective May 13, 2005, The PNC Financial Services
Group, Inc. acquired the stock of Riggs, and Joe L. Allbritton is not a
significant stockholder of the acquiring company. During the period from October
1, 2004 through May 13, 2005, ACC paid $260 to Riggs Bank related to the rental
of office space. We believe that the terms of the lease were substantially the
same or at least as favorable to ACC as those prevailing for comparable leases
involving nonaffiliated companies.

         We lease certain office space to Irides, LLC ("Irides"). Irides is a
wholly-owned subsidiary of Allbritton New Media, Inc. ("ANMI") which in turn is
an 80%-owned subsidiary of Perpetual. The remaining 20% of ANMI is owned by Mr.
Robert L. Allbritton who has options to acquire up to a total of 80% ownership
of ANMI. Charges for this space totaled $133 for Fiscal 2005, and we expect to
receive $137 during Fiscal 2006. We believe that the terms of the lease are
substantially the same or at least as favorable to ACC as those prevailing for
comparable leases involving nonaffiliated companies.

                                       48
<PAGE>

Internet Services

      We have entered into various agreements with Irides to provide our
stations with web site design, hosting and maintenance services. We incurred
fees of $180 to Irides during Fiscal 2005, and we expect to pay fees to Irides
during Fiscal 2006 for services performed of approximately $220. We believe that
the terms and conditions of the agreements are substantially the same or at
least as favorable to us as those prevailing for comparable transactions with or
involving nonaffiliated companies.



                 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

      Not applicable.



                                     PART IV

               ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

      (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.


                                       49
<PAGE>


                        ALLBRITTON COMMUNICATIONS COMPANY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            Page
                                                                            ----

Report of Independent Registered Public Accounting Firm.................    F-2
Consolidated Balance Sheets as of September 30, 2004 and 2005...........    F-3
Consolidated Statements of Operations and Retained Earnings for
   Each of the Years Ended September 30, 2003, 2004 and 2005............    F-4
Consolidated Statements of Cash Flows for Each of the Years
   Ended September 30, 2003, 2004 and 2005..............................    F-5
Notes to Consolidated Financial Statements..............................    F-6
Financial Statement Schedule for the Years Ended September 30,
   2003, 2004 and 2005
   II--Valuation and Qualifying Accounts and Reserves...................    F-22


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


                                      F-1
<PAGE>

             Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholder
of 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, 2005 and 2004, and
the results of their operations and their cash flows for each of the three years
in the period ended September 30, 2005 in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion,
the financial statement schedule listed in the index on page F-1 presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. We
conducted our audits of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

 /s/    PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
McLean, VA
December 14, 2005

                                      F-2
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

                           CONSOLIDATED BALANCE SHEETS
                 (Dollars in thousands except share information)

<TABLE>
<CAPTION>
                                                                                   September 30,
                                                                                ------------------
                                                                                2004          2005
                                                                                ----          ----
<S>                                                                          <C>           <C>
ASSETS
Current assets
      Cash and cash equivalents.........................................     $   7,257     $   4,205
      Accounts receivable, less allowance for doubtful accounts
         of $1,231 and $1,188...........................................        36,181        36,964
      Program rights....................................................        14,320         9,377
      Deferred income taxes.............................................           897         1,330
      Other.............................................................         1,842         1,967
                                                                             ---------     ---------

            Total current assets........................................        60,497        53,843

Property, plant and equipment, net......................................        49,560        45,015
Intangible assets, net..................................................       122,815       122,650
Cash surrender value of life insurance..................................        11,435        11,833
Program rights..........................................................           636           371
Deferred financing costs and other......................................         9,035         8,032
                                                                             ---------     ---------

                                                                             $ 253,978     $ 241,744
                                                                             =========     =========

LIABILITIES AND STOCKHOLDER'S INVESTMENT
Current liabilities
      Current portion of long-term debt.................................     $     162     $     172
      Accounts payable..................................................         1,974         2,352
      Accrued interest payable..........................................        10,401        10,436
      Program rights payable............................................        17,592        12,458
      Accrued employee benefit expenses.................................         4,264         5,021
      Other accrued expenses............................................         7,216         5,641
                                                                             ---------     ---------

            Total current liabilities...................................        41,609        36,080

Long-term debt..........................................................       465,513       460,583
Deferred income taxes...................................................        21,657        24,065
Program rights payable..................................................         1,169           337
Accrued employee benefit expenses.......................................         1,834         2,077
Deferred rent and other.................................................         3,372         6,016
                                                                             ---------     ---------

            Total liabilities...........................................       535,154       529,158
                                                                             ---------     ---------
Commitments and contingent liabilities (Note 9)
Stockholder's investment
      Preferred stock, $1 par value, 1,000 shares authorized,
         none issued....................................................            --            --
      Common stock, $.05 par value, 20,000 shares authorized,
         issued and outstanding.........................................             1             1
      Capital in excess of par value....................................        49,631        49,631
      Retained earnings.................................................         8,617        22,259
      Distributions to owners, net (Note 7).............................      (339,425)     (359,305)
                                                                             ---------     ---------

            Total stockholder's investment..............................      (281,176)     (287,414)
                                                                             ---------     ---------
                                                                             $ 253,978     $ 241,744
                                                                             =========     =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>


                        ALLBRITTON COMMUNICATIONS COMPANY

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

<TABLE>
<CAPTION>

                                                                                         Year Ended September 30,
                                                                                         ------------------------
                                                                                    2003           2004           2005
                                                                                    ----           ----           ----

<S>                                                                              <C>            <C>            <C>
Operating revenues, net......................................................    $ 202,590      $ 203,270      $ 200,427
                                                                                 ---------      ---------      ---------

Television operating expenses, excluding depreciation and amortization.......      125,224        127,586        124,082
Depreciation and amortization................................................       10,785          9,908          9,170
Corporate expenses...........................................................        6,379          4,908          6,012
                                                                                 ---------      ---------      ---------
                                                                                   142,388        142,402        139,264
                                                                                 ---------      ---------      ---------

Operating income.............................................................       60,202         60,868         61,163

Nonoperating income (expense)
      Interest income
            Related party....................................................           88            162            262
            Other............................................................          343             24             71
      Interest expense.......................................................      (40,647)       (36,759)       (36,729)
      Loss on early repayment of debt........................................      (23,194)            --             --
      Other, net.............................................................       (1,164)        (1,382)        (1,704)
                                                                                 ---------      ---------      ---------

(Loss) income before income taxes and cumulative effect of change
        in accounting principle..............................................       (4,372)        22,913         23,063
(Benefit from) provision for income taxes....................................       (1,421)         9,332          9,421
                                                                                 ---------      ---------      ---------

(Loss) income before cumulative effect of change in
        accounting principle.................................................       (2,951)        13,581         13,642
Cumulative effect of change in accounting principle, net of
        income tax benefit of $2,027 (Note 4)................................        2,973             --             --
                                                                                 ---------      ---------      ---------

Net (loss) income ...........................................................       (5,924)        13,581         13,642
Retained earnings, beginning of year.........................................        4,917         (4,964)         8,617
Tax benefit distributed......................................................       (3,957)            --             --
                                                                                 ---------      ---------      ---------

Retained earnings, end of year...............................................    $  (4,964)     $   8,617      $  22,259
                                                                                 =========      =========      =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>


                        ALLBRITTON COMMUNICATIONS COMPANY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                                         Year Ended September 30,
                                                                                         ------------------------
                                                                                    2003           2004           2005
                                                                                    ----           ----           ----
<S>                                                                              <C>            <C>            <C>
Cash flows from operating activities:
      Net (loss) income .....................................................    $  (5,924)     $  13,581      $  13,642
                                                                                 ---------      ---------      ---------
      Adjustments to reconcile net (loss) income to net cash provided by
        operating activities:
           Depreciation and amortization.....................................       10,785          9,908          9,170
           Cumulative effect of change in accounting principle...............        2,973             --             --
           Other noncash charges.............................................        1,464          1,523          1,746
           Noncash tax benefits..............................................       (3,957)            --             --
           Loss on early repayment of debt...................................       23,194             --             --
           Provision for doubtful accounts...................................          623            584            599
           Loss (gain) on disposal of assets.................................           13            (12)           133
           Changes in assets and liabilities:
                 (Increase) decrease in assets:
                     Accounts receivable.....................................       (2,119)         1,898         (1,382)
                     Program rights..........................................          643          4,720          5,208
                     Other current assets....................................           --            298           (125)
                     Other noncurrent assets.................................         (247)          (843)          (216)
                     Deferred income taxes...................................          (35)           (55)          (433)
                 Increase (decrease) in liabilities:
                     Accounts payable........................................         (447)          (582)           378
                     Accrued interest payable................................         (760)          (152)            35
                     Program rights payable..................................         (906)        (5,212)        (5,966)
                     Accrued employee benefit expenses.......................         (236)          (451)         1,000
                     Other accrued expenses..................................       (4,970)         1,816         (1,575)
                     Deferred rent and other liabilities.....................        1,059           (776)         2,644
                     Deferred income taxes...................................        2,785          4,714          2,408
                                                                                 ---------      ---------      ---------
                           Total adjustments.................................       29,862         17,378         13,624
                                                                                 ---------      ---------      ---------
                           Net cash provided by operating activities.........       23,938         30,959         27,266
                                                                                 ---------      ---------      ---------

Cash flows from investing activities:
      Capital expenditures...................................................       (7,700)        (5,816)        (4,660)
      Proceeds from disposal of assets.......................................           66            104             67
                                                                                 ---------      ---------      ---------
                           Net cash used in investing activities.............       (7,634)        (5,712)        (4,593)
                                                                                 ---------      ---------      ---------

Cash flows from financing activities:
      Proceeds from issuance of debt.........................................      451,949             --             --
      Principal payments on long-term debt and capital leases................     (425,577)          (238)          (162)
      Draws (repayments) under line of credit, net...........................          136         (2,000)        (5,000)
      Redemption premiums and related costs of early repayment of debt.......      (17,409)            --             --
      Deferred financing costs...............................................       (9,578)           (73)          (683)
      Distributions to owners and dividends, net of certain charges..........      (24,730)       (31,322)       (35,505)
      Repayments of distributions to owners..................................        5,884         12,365         15,625
                                                                                 ---------      ---------      ---------
                           Net cash used in financing activities.............      (19,325)       (21,268)       (25,725)
                                                                                 ---------      ---------      ---------

Net (decrease) increase in cash and cash equivalents.........................       (3,021)         3,979         (3,052)
Cash and cash equivalents, beginning of year.................................        6,299          3,278          7,257
                                                                                 ---------      ---------      ---------
Cash and cash equivalents, end of year.......................................    $   3,278      $   7,257      $   4,205
                                                                                 =========      =========      =========

Supplemental disclosure of cash flow information:
           Cash paid for interest............................................    $  41,129      $  36,570      $  36,328
                                                                                 =========      =========      =========

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (Dollars in thousands except share information)

NOTE 1--THE COMPANY

      Allbritton Communications Company (ACC or the Company) is an indirectly
wholly-owned subsidiary of Perpetual Corporation (Perpetual), a Delaware
corporation, which is controlled by Mr. Joe L. Allbritton. The Company owns ABC
network-affiliated television stations serving seven 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 provides 24-hour per day basic cable television
programming to the Washington, D.C. market, through NewsChannel 8, primarily
focused on regional and local news for the Washington, D.C. metropolitan area.
The operations of NewsChannel 8 are integrated with WJLA.

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


NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

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

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

                                      F-6
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


      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. Such barter revenue was $6,541, $6,169
and $5,450 for the years ended September 30, 2003, 2004 and 2005, respectively.
Subscriber fee revenues are recognized in the period during which programming is
provided, pursuant to affiliation agreements with cable television systems and
direct broadcast satellite service providers.

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

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

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

The useful lives of property, plant and equipment for purposes of computing
depreciation and amortization expense are:

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

                                      F-7
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


      Intangible assets--Intangible assets consist of values assigned to
broadcast licenses as well as favorable terms on contracts and leases. The
amounts originally assigned to intangible assets were based on the results of
independent valuations. Statement of Financial Accounting Standards (SFAS) No.
142, "Goodwill and Other Intangible Assets," was issued in June 2001. SFAS No.
142 addresses the financial accounting and reporting for acquired goodwill and
other intangible assets. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives are no longer amortized but are subject to
annual impairment tests. Other intangible assets continue to be amortized over
their useful lives. SFAS No. 142 became effective for the Company's fiscal year
ended September 30, 2003 (See Note 4).

      Prior to the adoption of SFAS No. 142, all intangible assets were
amortized on a straight-line basis over their estimated useful lives. Broadcast
licenses were amortized over 40 years and the premiums for favorable terms on
contracts and leases were amortized over the terms of the related contracts and
leases (11 to 25 years). The Company assessed the recoverability of intangible
assets on an ongoing basis by evaluating whether amounts could be recovered
through undiscounted cash flows over the remaining amortization period.

      Upon adoption of SFAS No. 142, the Company's indefinite lived intangible
assets, consisting of broadcast licenses, are no longer amortized but are
subject to periodic impairment tests. In testing for impairment, the fair value
of the broadcast licenses are determined by applying an estimated market
multiple to the broadcast cash flow generated by the respective market. Market
multiples are determined based on recent transactions within the industry,
information available regarding publicly traded peer companies and the
respective station's competitive position within its market. Appropriate
allocation is made to each station's tangible and intangible assets in
determining the fair value of the station's broadcast licenses. Other intangible
assets continue to be amortized over the terms of the related contracts and
leases, and the recoverability of these assets is assessed on an ongoing basis
by evaluating whether amounts can be recovered through undiscounted cash flows
over the remaining amortization period.

      In September 2004, the Securities Exchange Commission (SEC) announced, in
conjunction with the issuance of Emerging Issues Task Force (EITF) Topic No.
D-108, "Use of the Residual Method to Value Acquired Assets Other than
Goodwill," that the "residual method" should no longer be used to value
intangible assets other than goodwill. Rather, a "direct value method" is
required to be used to determine the fair value of all intangible assets for
purposes of impairment testing, including those assets previously valued using
the residual method. Any impairment resulting from application of a direct value
method should be reported as a cumulative effect of a change in accounting
principle. Application of EITF Topic No. D-108 is to be effective no later than
the beginning of our year ending September 30, 2006 (See Note 2 - New Accounting
Standards).

      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.

                                      F-8
<PAGE>
                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


      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, 2005 had an overnight repurchase agreement for $2,145.
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 SFAS No.
109, 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-9
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


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

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

      New Accounting Standards-- As discussed above, EITF Topic No. D-108
requires that a direct value method be used to determine the fair value of all
intangible assets for purposes of impairment testing, including those assets
previously valued using the residual method. Any impairment resulting from
application of a direct value method should be reported as a cumulative effect
of a change in accounting principle. Application of EITF Topic No. D-108 is to
be effective no later than the beginning of the Company's year ending September
30, 2006.

      The Company had used the residual method to value its FCC licenses in
conjunction with acquisitions made in 1996 and 2000. Upon its implementation of
EITF Topic No. D-108 during the first quarter of the year ending September 30,
2006, the Company will be required to perform an impairment test using a direct
value method on its FCC licenses previously valued using the residual method.
The direct value method, which differs markedly from the residual value method,
requires the Company to value its FCC licenses using an average market
participant concept. This concept assumes that cash flows associated with FCC
licenses are limited to those cash flows that could be expected by an average
market participant. In contrast, the residual value method formerly used by the
Company included other elements of cash flows which contributed to station
value.

      The Company is in the process of evaluating the impact of applying the
provisions of EITF Topic No. D-108. Based on its analysis to date, the Company
expects to record a non-cash impairment charge related to the carrying value of
certain of its FCC licenses in the approximate range of $75,000 to $85,000. This
charge will be recorded, net of the related tax benefit, as a cumulative effect
of a change in accounting principle during the first quarter of the year ending
September 30, 2006.

                                      F-10
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


NOTE 3--PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
                                                             September 30,
                                                          ------------------
                                                          2004          2005
                                                          ----          ----

        <S>                                            <C>           <C>
        Buildings and leasehold improvements........   $  30,958     $  31,195
        Furniture, machinery and equipment..........     136,311       136,966
        Equipment under capital leases..............         773           773
                                                       ---------     ---------
                                                         168,042       168,934
        Less accumulated depreciation...............    (121,824)     (127,341)
                                                       ---------     ---------
                                                          46,218        41,593
        Land........................................       3,016         2,902
        Construction-in-progress....................         326           520
                                                       ---------     ---------

                                                       $  49,560     $  45,015
                                                       =========     =========
</TABLE>

      Depreciation and amortization expense was $10,617, $9,741 and $9,005 for
the years ended September 30, 2003, 2004 and 2005, respectively, which includes
amortization of equipment under capital leases.


                                      F-11
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


NOTE 4--INTANGIBLE ASSETS

      Upon adoption of SFAS No. 142 on October 1, 2002, the Company performed
the first of the required impairment tests on its indefinite lived intangible
assets. The fair value of the Company's broadcast licenses was determined by
applying an estimated market multiple to the broadcast cash flow generated by
the respective market. Market multiples were determined based on recent
transactions within the industry, information available regarding publicly
traded peer companies and the respective station's competitive position within
its market. Appropriate allocation was made to each station's tangible and
intangible assets in determining the fair value of the station's broadcast
licenses. As a result of these tests, it was determined that one of the
Company's broadcast licenses was impaired. Accordingly, the Company recorded a
non-cash, after-tax impairment charge of $2,973 related to the carrying value of
its indefinite lived intangible assets. This charge was recorded as a cumulative
effect of a change in accounting principle during the three months ended
December 31, 2002. The carrying value of the Company's broadcast licenses at
September 30, 2004 and 2005 was $122,290.

      As discussed in Note 2 - New Accounting Standards, EITF Topic No. D-108 is
to be effective during the first quarter of the year ending September 30, 2006.

      Other intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                          September 30,
                                                        -----------------
                                                        2004         2005
                                                        ----         ----

        <S>                                          <C>          <C>
        Gross carrying amount....................    $  6,174     $  6,174
        Less accumulated amortization............      (5,649)      (5,814)
                                                     --------     --------

        Net carrying amount......................    $    525     $    360
                                                     ========     ========
</TABLE>


      Amortization expense was $168, $167 and $165 for the years ended September
30, 2003, 2004 and 2005, respectively. Amortization expense is expected to be
$164 for the year ending September 30, 2006, $159 for the year ending September
30, 2007 and $37 for the year ending September 30, 2008.

                                      F-12
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


NOTE 5--LONG-TERM DEBT

      Outstanding debt consists of the following:
<TABLE>
<CAPTION>

                                                                                                 September 30,
                                                                                              ------------------
                                                                                              2004          2005
                                                                                              ----          ----
<S>                                                                                        <C>           <C>
Senior Subordinated Notes, due December 15, 2012 with interest payable
   semi-annually at 7 3/4%.............................................................    $ 455,000     $ 455,000
Credit Agreement, maximum amount of $70,000, expiring August 23, 2011, secured by
   the outstanding stock of the Company and its subsidiaries, interest payable
   quarterly at various rates either from prime or from LIBOR plus 0.75% depending
   on certain financial operating tests (6.04% at September 30, 2005)..................           --         8,000
Amended and Restated Revolving Credit Agreement, maximum amount of $70,000,
   cancelled August 23, 2005, secured by the outstanding stock of the Company and
   its subsidiaries, interest payable quarterly at various rates from prime plus
   0.25% or LIBOR plus 1.5% depending on certain financial operating tests (4.92%
   at September 30, 2004)..............................................................       13,000            --
Master Equipment Lease Agreement, expired June 30, 2002 for new acquisitions,
   secured by the assets acquired, interest payable monthly at variable rates as
   determined on the acquisition date for each asset purchased (6.45% at September
   30, 2005) (See Note 9)..............................................................          364           202
                                                                                           ---------     ---------

                                                                                             468,364       463,202
Less unamortized discount..............................................................       (2,689)       (2,447)
                                                                                           ---------     ---------

                                                                                             465,675       460,755
Less current maturities................................................................         (162)         (172)
                                                                                           ---------     ---------

                                                                                           $ 465,513     $ 460,583
                                                                                           =========     =========
</TABLE>


      On December 20, 2002, the Company issued $275,000 principal amount of
7 3/4% Senior Subordinated Notes due 2012 (the "7 3/4% Notes") at par. The net
proceeds, together with borrowings under the Company's Revolving Credit
Agreement, were used to purchase and redeem the Company's $275,000 9 3/4% Senior
Subordinated Debentures due 2007 (the "9 3/4% Debentures") as well as to pay the
fees and expenses associated with the offering of the 7 3/4% Notes. As of
January 21, 2003, all of the 9 3/4% Debentures had been purchased or redeemed.

                                      F-13
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


      On February 6, 2003, the Company issued an additional $180,000 principal
amount of its 7 3/4% Notes at a price of 98.305%. The net proceeds were used to
redeem the Company's $150,000 8 7/8% Senior Subordinated Notes due 2008 (the
"8 7/8% Notes"), fund the redemption premium for the 8 7/8% Notes, pay the fees
and expenses associated with the offering of the additional 7 3/4% Notes and
repay borrowings outstanding under the Company's Revolving Credit Agreement. On
March 10, 2003, all of the 8 7/8% Notes were redeemed.

      As a result of the purchase and redemption of its 9 3/4% Debentures as
well as the redemption of its 8 7/8% Notes, the Company recorded a pre-tax
charge of $23,194 during the quarter ended March 31, 2003. The charge was
recorded in income from continuing operations in accordance with the
requirements of SFAS No. 145, "Rescission of FASB Statements Nos. 4, 44 and 64,
Amendment of FASB Statement No. 13 and Technical Corrections," which became
effective for the Company's fiscal year ended September 30, 2003. SFAS No. 145
generally requires any gains or losses associated with early extinguishments of
debt be recorded as a component of income from continuing operations rather than
as an extraordinary item.

       On February 14, 2003, the Company commenced a registered exchange offer
of a new series of 7 3/4% Notes in exchange for the initial series of 7 3/4%
Notes issued December 20, 2002 and consummated the exchange offer following its
expiration on March 17, 2003 by issuing the new series of notes in exchange for
notes of the initial series properly tendered. On June 17, 2003, the Company
commenced a registered exchange offer of the same new series of 7 3/4% Notes in
exchange for the initial series of 7 3/4% Notes issued February 6, 2003 and
consummated the exchange offer following its expiration on July 16, 2003 by
issuing such new series of notes in exchange for notes of the initial series
properly tendered. The terms of the exchange notes are substantially identical
to those of the initial notes in each case, except that transfer restrictions
and registration rights relating to the initial notes do not apply to the
exchange notes.

      Unamortized deferred financing costs of $8,217 and $7,396 at September 30,
2004 and 2005, 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, 2003, 2004 and
2005 was $1,298, $1,298 and $1,504 respectively, which is included in other
nonoperating expenses.

      Under the existing financing agreements, the Company is subject to
restrictive covenants, which place limitations upon payments of cash dividends,
issuance of capital stock, investment transactions, incurrence of additional
obligations and transactions with affiliates. In addition, under the Credit
Agreement, the Company must maintain compliance with certain financial covenants
as measured at the end of each quarter. As of September 30, 2005, the Company
was in compliance with such covenants. The Company is also required to pay a
commitment fee ranging from 0.25% to 0.375% per annum based on the amount of any
unused portion of the Credit Agreement.

                                      F-14
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


        The Company estimates the fair value of its Senior Subordinated Notes to
be approximately $470,000 and $453,000 at September 30, 2004 and 2005,
respectively. The carrying value of the Company's Credit Agreement approximates
fair value as borrowings bear interest at market rates.


NOTE 6--INCOME TAXES

      The (benefit from) provision for income taxes consists of the following:
<TABLE>
<CAPTION>

                                                  Years Ended September 30,
                                                -----------------------------
                                                2003         2004        2005
                                                ----         ----        ----
      <S>                                    <C>           <C>         <C>
      Current
         Federal..........................   $ (3,830)     $ 4,231     $ 6,853
         State............................       (341)         442         593
                                             --------      -------     -------
                                               (4,171)       4,673       7,446
                                             --------      -------     -------

      Deferred
         Federal..........................      2,980        3,533       2,086
         State............................       (230)       1,126        (111)
                                             --------      -------     -------
                                                2,750        4,659       1,975
                                             --------      -------     -------

                                             $ (1,421)     $ 9,332     $ 9,421
                                             ========      =======     =======
</TABLE>


      The adoption of SFAS No. 142 on October 1, 2002 resulted in the Company
recording a $5,000 pre-tax impairment charge during the year ended September 30,
2003 (see Note 4). The charge was recorded as a cumulative effect of change in
accounting principle, net of income tax benefit of $2,027, in the accompanying
statement of operations and retained earnings. The $2,027 benefit for income
taxes represented a deferred tax benefit.

                                      F-15
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


      The components of deferred income tax assets (liabilities) are as follows:
<TABLE>
<CAPTION>

                                                                September 30,
                                                              -----------------
                                                              2004         2005
                                                              ----         ----
<S>                                                       <C>           <C>
Deferred income tax assets:
      State and local operating loss carryforwards......  $   4,746     $   5,369
      Accrued employee benefits.........................      1,109         1,368
      Deferred rent.....................................      1,185         1,631
      Allowance for accounts receivable.................        472           471
      Other.............................................        636         1,115
                                                          ---------     ---------

                                                              8,148         9,954
      Less valuation allowance..........................     (4,246)       (4,439)
                                                          ---------     ---------
                                                              3,902         5,515
                                                          ---------     ---------
Deferred income tax liabilities:
      Depreciation and amortization.....................    (24,662)      (28,250)
                                                          ---------     ---------

Net deferred income tax liabilities.....................  $ (20,760)    $ (22,735)
                                                          =========     =========
</TABLE>


      The Company has approximately $114,900 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 2006 through 2025.
The change in the valuation allowance for deferred tax assets of $630, $1,623
and $193 during the years ended September 30, 2003, 2004 and 2005, respectively,
principally resulted from management's evaluation of the recoverability of the
loss carryforwards.

                                      F-16
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


      The following table reconciles the statutory federal income tax rate to
the Company's effective income tax rate for (loss) income before cumulative
effect of change in accounting principle:

<TABLE>
<CAPTION>

                                                                Years ended September 30,
                                                                -------------------------
                                                                2003      2004      2005
                                                                ----      ----      ----

<S>                                                            <C>        <C>       <C>
Statutory federal income tax rate............................   34.0%     34.0%     35.0%
State income taxes, net of federal income tax benefit........   25.8      (0.9)      1.8
Non-deductible expenses, principally amortization of
   certain intangible assets, insurance premiums and
   meals and entertainment...................................  (12.9)      0.5       0.7
Change in valuation allowance................................  (14.4)      7.1       1.1
Effect of change in statutory federal income tax rate
   on deferred taxes.........................................    0.0       0.0       2.1
Other, net...................................................    0.0       0.0       0.1
                                                               ------     -----     -----

Effective income tax rate....................................   32.5%     40.7%     40.8%
                                                               ======     =====     =====

</TABLE>


NOTE 7--TRANSACTIONS WITH OWNERS AND RELATED PARTIES

Distributions to Owners, Net

      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 weighted average amount of
non-interest bearing advances outstanding was $313,339, $322,616 and $342,555
during Fiscal 2003, 2004 and 2005, respectively.

      During the year ended September 30, 2003, the Company declared and paid
cash dividends of $250 per common share, or $5,000. The Company recorded these
dividends in Distributions to owners, net when declared.

      The operations of the Company are included in a consolidated federal
income tax return and a combined Virginia state income tax return filed by
Perpetual. The Company is charged by Perpetual and makes payments to Perpetual
for federal and Virginia state income taxes, which are computed in accordance
with the terms of a tax sharing agreement between the Company and Perpetual.

                                      F-17
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


      The components of distributions to owners and the related activity during
Fiscal 2003, 2004 and 2005 consist of the following:
<TABLE>
<CAPTION>

                                                                        Federal and
                                                       Distributions   Virginia State        Net
                                                       to Owners and     Income Tax     Distributions
                                                         Dividends       Receivable       to Owners
                                                       -------------   --------------   -------------

     <S>                                                 <C>              <C>             <C>
     Balance as of September 30, 2002...............     $ 301,622        $     --        $ 301,622

     Cash advances and dividends to Perpetual.......        24,730                           24,730
     Repayment of cash advances from Perpetual......        (5,884)                          (5,884)
     Benefit for federal and state income taxes.....                         3,957            3,957
     Distribution of tax benefit....................                        (3,957)          (3,957)
                                                         ---------        --------        ---------

     Balance as of September 30, 2003...............       320,468              --          320,468

     Cash advances to Perpetual.....................        31,322                           31,322
     Repayment of cash advances from Perpetual......       (12,365)                         (12,365)
     Charge for federal and state income taxes......                        (4,231)          (4,231)
     Payment of income taxes........................                         4,231            4,231
                                                         ---------        --------        ---------

     Balance as of September 30, 2004...............       339,425              --          339,425

     Cash advances to Perpetual.....................        35,505                           35,505
     Repayment of cash advances from Perpetual......       (15,625)                         (15,625)
     Charge for federal and state income taxes......                        (6,853)          (6,853)
     Payment of income taxes........................                         6,853            6,853
                                                         ---------        --------        ---------

     Balance as of September 30, 2005...............     $ 359,305        $     --        $ 359,305
                                                         =========        ========        =========
</TABLE>


      Subsequent to September 30, 2005 and through December 14, 2005 the Company
made additional net distributions to owners of $1,396.


 Other Transactions with Related Parties

      During the years ended September 30, 2003, 2004 and 2005, the Company
earned interest income from Perpetual of $88, $162 and $262 respectively, as a
result of making advances of tax payments in accordance with the terms of the
tax sharing agreement between the Company and Perpetual.

      Management fees of $500 were paid to Perpetual by the Company for each of
the years ended September 30, 2003, 2004 and 2005, respectively. The Company
also paid management fees to Mr. Joe L. Allbritton in the amount of $550 and to
Mr. Robert L. Allbritton in the amount

                                      F-18
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


of $200 for each of the years ended September 30, 2003, 2004 and 2005.
Management fees are included in corporate expenses in the consolidated
statements of operations.

      The Company has entered into various agreements with Irides, LLC (Irides)
to provide the Company's stations with certain web site design, hosting and
maintenance services. Irides is an affiliate of the Company which is controlled
by Mr. Joe L. Allbritton. The Company paid fees of $137, $180 and $180 to Irides
during the years ended September 30, 2003, 2004 and 2005, respectively. These
fees are included in television operating expenses in the consolidated
statements of operations. Effective October 1, 2002, Irides leased certain
office space from the Company. Charges for this space totaled $125, $129 and
$133 for the years ended September 30, 2003, 2004 and 2005, respectively, and
such amounts are included as an offset to television operating expenses in the
consolidated statements of operations.

      The Company has historically maintained banking relationships with and
leased certain office space from Riggs Bank. Riggs was a wholly-owned subsidiary
of Riggs National Corporation (Riggs), of which Mr. Joe L. Allbritton was a
significant stockholder. Effective May 13, 2005, The PNC Financial Services
Group, Inc. acquired the stock of Riggs, and Mr. Joe L. Allbritton is not a
significant stockholder of the acquiring company. The Company incurred $356 and
$369 in rental expense related to office space leased from Riggs Bank for the
years ended September 30, 2003 and 2004, respectively. During the period from
October 1, 2004 through May 13, 2005, the Company paid $260 to Riggs Bank
related to the rental of office space.


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 $865, $980 and $933 for the years ended
September 30, 2003, 2004 and 2005, 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 $530, $553 and $564 for the years ended
September 30, 2003, 2004 and 2005, respectively.

                                      F-19
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


NOTE 9--COMMITMENTS AND CONTINGENT LIABILITIES

      The Company leases office and studio facilities and machinery and
equipment under operating and capital leases expiring in various years through
2017. Certain leases contain provisions for renewal and extension.

      Future minimum lease payments under operating and capital leases which
have remaining noncancellable lease terms in excess of one year as of September
30, 2005 are as follows:

<TABLE>
<CAPTION>

                                                             Operating   Capital
                                                               Leases     Leases
                                                             ---------   -------
<S>                                                          <C>          <C>
Year ending September 30,
      2006.................................................  $  4,581     $ 180
      2007.................................................     3,831        30
      2008.................................................     3,663        --
      2009.................................................     3,606        --
      2010.................................................     3,704        --
      2011 and thereafter..................................    26,703        --
                                                             --------     -----

                                                             $ 46,088       210
                                                             ========
Less amounts representing imputed interest.................                  (8)
                                                                          -----
                                                                            202
Less current portion.......................................                (172)
                                                                          -----

Long-term portion of capital lease obligations.............               $  30
                                                                          =====
</TABLE>


      Rental expense under operating leases aggregated approximately $3,900,
$4,000 and $4,100 for the years ended September 30, 2003, 2004 and 2005,
respectively.

                                      F-20
<PAGE>

                        ALLBRITTON COMMUNICATIONS COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                 (Dollars in thousands except share information)


      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, 2005. Under these agreements, the
Company must make specific minimum payments approximating the following:

<TABLE>
<CAPTION>
<S>                                                     <C>
Year ending September 30,
      2006............................................  $  2,441
      2007............................................    11,686
      2008............................................    10,535
      2009............................................    10,517
      2010............................................    10,251
      2011 and thereafter.............................     6,426
                                                        --------

                                                        $ 51,856
                                                        ========
</TABLE>


      The Company has entered into various employment contracts. Future
guaranteed payments under such contracts as of September 30, 2005 approximate
the following:

<TABLE>
<CAPTION>
<S>                                                     <C>
Year ending September 30,
      2006............................................  $  7,893
      2007............................................     2,889
      2008............................................     1,694
      2009............................................        54
                                                        --------

                                                        $ 12,530
                                                        ========
</TABLE>


      The Company has entered into various deferred compensation agreements with
certain employees. Under these agreements, the Company is required to make
payments aggregating $2,259 during the years 2006 through 2013. At September 30,
2004 and 2005, the Company has recorded a deferred compensation liability of
approximately $1,508 and $1,702 respectively, which is included as a component
of 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
and employment activity. The Company is not currently a party to any lawsuit or
proceeding which, in the opinion of management, is reasonably expected to have a
material adverse effect on the Company's consolidated financial condition,
results of operations or cash flows.

                                      F-21
<PAGE>

                                                                     SCHEDULE II

                        ALLBRITTON COMMUNICATIONS COMPANY

                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                             (Dollars in thousands)

<TABLE>
<CAPTION>

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

<S>                                   <C>            <C>                <C>         <C>                <C>
Year ended September 30, 2003:
    Allowance for doubtful
       accounts                       $ 1,047        $   623            $ --        $ (476)<F2>        $ 1,194
                                      =======        =======            ====        ======             =======

    Valuation allowance for
       deferred income tax assets     $ 1,993        $   630<F1>          --        $   --             $ 2,623
                                      =======        =======            ====        ======             =======

Year ended September 30, 2004:
    Allowance for doubtful
       accounts                       $ 1,194        $   584              --        $ (547)<F2>        $ 1,231
                                      =======        =======            ====        ======             =======

    Valuation allowance for
       deferred income tax assets     $ 2,623        $ 1,623<F1>          --        $   --             $ 4,246
                                      =======        =======            ====        ======             =======

Year ended September 30, 2005:
    Allowance for doubtful
       accounts                       $ 1,231        $   599              --        $ (642)<F2>        $ 1,188
                                      =======        =======            ====        ======             =======

    Valuation allowance for
       deferred income tax assets     $ 4,246        $   650<F1>          --        $ (457)<F3>        $ 4,439
                                      =======        =======            ====        ======             =======
<FN>
_____________
<F1> Represents valuation allowance established related to certain net
     operating loss carryforwards and other deferred tax assets for state
     income tax purposes.
<F2> Write-off of uncollectible accounts, net of recoveries and collection fees.
<F3> Represents reduction of valuation allowance relating to certain net
     operating loss carryforwards.
</FN>
</TABLE>


                                      F-22
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         ALLBRITTON COMMUNICATIONS COMPANY

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

                                                Date: December 15, 2005

      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/ BARBARA B. ALLBRITTON     Executive Vice President       December 15, 2005
-----------------------------    and Director
    Barbara B. Allbritton


  /s/ ROBERT L. ALLBRITTON      Chairman, Chief Executive      December 15, 2005
-----------------------------    Officer and Director
    Robert L. Allbritton         (principal executive officer)


 /s/ FREDERICK J. RYAN, JR.     Vice Chairman, President,      December 15, 2005
-----------------------------    Chief Operating Officer
   Frederick J. Ryan, Jr.        and Director


    /s/ STEPHEN P. GIBSON       Senior Vice President and      December 15, 2005
-----------------------------    Chief Financial Officer
      Stephen P. Gibson          (principal financial officer)


   /s/ ELIZABETH A. HALEY       Vice President and Controller  December 15, 2005
-----------------------------    (principal accounting officer)
     Elizabeth A. Haley

<PAGE>

                                  EXHIBIT INDEX

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

   1.1        Purchase  Agreement  dated  December 6, 2002 by and among     *
              ACC,  Deutsche Bank Securities Inc. and Fleet Securities,
              Inc.  (Incorporated  by  reference  to  Exhibit  1 of the
              Company's  Form 10-K, No.  333-02302,  dated December 17,
              2002)

   1.2        Purchase  Agreement  dated  January 28, 2003 by and among     *
              ACC,  Deutsche Bank Securities Inc. and Fleet Securities,
              Inc.  (Incorporated  by  reference  to Exhibit 1.2 of the
              Company's  Quarterly Report on Form 10-Q, No.  333-02302,
              dated February 3, 2003)

   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 December  20, 2002 between ACC and     *
              State Street Bank and Trust Company, as Trustee, relating
              to  the  7  3/4%  Senior  Subordinated  Notes  due  2012.
              (Incorporated   by   reference  to  Exhibit  4.1  of  the
              Company's  Report  on  Form  8-K,  No.  333-02302,  dated
              December 23, 2002)

   4.2        Supplemental  Indenture  dated  as of  February  6,  2003     *
              between   ACC  and   U.S.   Bank   National   Association
              (successor-in-interest  to State  Street  Bank and  Trust
              Company),  as  Trustee,  to  the  Indenture  dated  as of
              December  20, 2002  between ACC and State Street Bank and
              Trust Company, as Trustee,  relating to the 7 3/4% Senior
              Subordinated  Notes due 2012.  (Incorporated by reference
              to Exhibit 4.1 of the  Company's  Report on Form 8-K, No.
              333-02302, dated February 6, 2003)

   4.3        Form of 7 3/4%  Series B Senior  Subordinated  Notes  due     *
              2012.  (Incorporated  by  reference to Exhibit 4.7 of the
              Company's  Quarterly Report on Form 10-Q, No.  333-02302,
              dated February 3, 2003)

   4.4        Credit Agreement dated as of August 23, 2005 by and among     *
              ACC, certain financial institutions, and Bank of America,
              N.A.,  as the  Administrative  Agent,  and Deutsche  Bank
              Securities Inc., as the Syndication Agent.  (Incorporated
              by  reference to Exhibit 4.1 of the  Company's  Report on
              Form 8-K, No. 333-02302, dated August 23, 2005)


                                  A-1
<PAGE>
Exhibit No.                  Description of Exhibit                     Page No.
-----------                  ----------------------                     --------

  10.1        Registration  Rights Agreement by and among ACC, Deutsche     *
              Bank  Securities  Inc. and Fleet  Securities  Inc.  dated
              December 20, 2002.  (Incorporated by reference to Exhibit
              10.1 of the Company's  Quarterly Report on Form 10-Q, No.
              333-02302, dated February 3, 2003)

  10.2        Registration  Rights Agreement by and among ACC, Deutsche     *
              Bank  Securities  Inc. and Fleet  Securities  Inc.  dated
              February 6, 2003.  (Incorporated  by reference to Exhibit
              10.2 of the Company's Registration Statement on Form S-4,
              No. 333-02302, dated April 11, 2003)

  10.3        Primary   Television    Affiliation    Agreement   (WSET,     *
              Incorporated)   (with  a  schedule   attached  for  other
              stations'     substantially     identical     affiliation
              agreements).  (Incorporated  by reference to Exhibit 10.3
              of the  Company's  Quarterly  Report  on Form  10-Q,  No.
              333-02302, dated May 13, 2004)**

  10.4        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)

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

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

  10.7        Pledge Agreement dated as of August 23, 2005 by and among     *
              ACC, Allbritton Group, Inc., Allfinco,  Inc., and Bank of
              America,  N.A., as Agent.  (Incorporated  by reference to
              Exhibit  10.1 of the  Company's  Report on Form 8-K,  No.
              333-02302, dated August 23, 2005)

  10.8        Unlimited Guaranty dated as of August 23, 2005 by each of     *
              the  subsidiaries  of ACC in  favor  of Bank of  America,
              N.A., as Administrative Agent. (Incorporated by reference
              to Exhibit 10.2 of the Company's  Report on Form 8-K, No.
              333-02302, dated August 23, 2005)


                                  A-2
<PAGE>
Exhibit No.                  Description of Exhibit                     Page No.
-----------                  ----------------------                     --------

  10.9        Collateral  Assignment of Proceeds and Security Agreement     *
              dated  as  of  August  23,  2005  by  and  among  certain
              subsidiaries of ACC and Bank of America,  N.A., as Agent.
              (Incorporated   by  reference  to  Exhibit  10.3  of  the
              Company's Report on Form 8-K, No. 333-02302, dated August
              23, 2005)

  14.         Code   of   Ethics   for   Senior   Financial   Officers.     *
              (Incorporated by reference to Exhibit 14 of the Company's
              Form 10-K, No. 333-02302, dated December 12, 2003)

  21.         Subsidiaries of Registrant.

  24.         Powers of Attorney.

  31.1        Certification  of Chairman  and Chief  Executive  Officer
              pursuant to Rule 15d-14(a) of the Securities Exchange Act
              of 1934, as amended.

  31.2        Certification   of  Senior  Vice   President   and  Chief
              Financial  Officer  pursuant  to  Rule  15d-14(a)  of the
              Securities Exchange Act of 1934, as amended.

-----------------
*Previously filed
**Portions have been omitted pursuant to confidential treatment



                                  A-3