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 ACT OF
     1934

                For the fiscal year ended September 30, 1997
                                                                             
                                  OR                                      
[ ]  TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ____________ to _______________

Commission File No. 333-02302

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

     Delaware                                     78-1803105
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                  Identification No.)


808 Seventeenth Street, N.W., Suite 300
Washington, DC                                      20006-3903
(Address of principal executive offices)           (Zip Code)

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

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


Indicate by check mark if the disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge,in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

     [X]

Indicate by check mark whether this registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

               YES [X]        NO [  ]

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

As of December 22, 1997, there were 20,000 shares of Common Stock, par value
$.05 per share outstanding.

                  DOCUMENTS INCORPORATED BY REFERENCE

None
<PAGE>
As used herein, unless the context otherwise requires, the term "ACC" or the
"Company" refers to Allbritton Communications Company.  Depending on the
context in which they are used, the following "call letters" refer either to
the corporate owner of the station indicated or to the station 
itself: "WJLA" refers to WJLA-TV, a division of ACC (operator of WJLA-TV,
Washington, D.C.); "WHTM" refers to Harrisburg Television, Inc. (licensee of
WHTM-TV, Harrisburg, Pennsylvania); "KATV" refers to KATV, LLC (licensee of
KATV, Little Rock, Arkansas); "KTUL" refers to KTUL, LLC (licensee of KTUL,
Tulsa, Oklahoma); "WCIV" refers to WCIV, LLC (licensee of WCIV, Charleston,
South Carolina); "WSET" refers to WSET, Incorporated (licensee of WSET-TV,
Lynchburg, Virginia); "WCFT" refers to TV Alabama, Inc. (licensee of WCFT-TV, 
Tuscaloosa, Alabama and WBMA-LP, Birmingham, Alabama); and "WJSU" refers to
Flagship Broadcasting, Inc. (licensee of WJSU-TV, Anniston, Alabama).  The
term "ATP" refers to Allbritton Television Productions, Inc., the term "ANB"
refers to Allbritton News Bureau, Inc. and the term "Perpetual" refers to
Perpetual Corporation, which is controlled by Joe L. Allbritton, Chairman of
ACC.  "AGI" refers to Allbritton Group, Inc., which is a wholly-owned
subsidiary of Perpetual and ACC's parent.  "Westfield" refers to Westfield
News Advertiser,Inc., an affiliate of ACC that is wholly-owned by Joe L.
Allbritton.  "Allfinco" refers to Allfinco, Inc., a wholly-owned 
subsidiary of ACC.  "Harrisburg TV" 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 operates WJSU and owns WCFT and WBMA-LP.
"Allnewsco" refers to ALLNEWSCO, Inc., an affiliate of ACC that is an
80%-owned subsidiary of Perpetual.  "RLA Trust" refers to the Robert Lewis
Allbritton 1984 Trust for the benefit of Robert L. Allbritton, Chief 
Operating Officer and a Director of ACC, that owns 20% of Allnewsco.  "RLA
Revocable Trust" refers to the trust of the same name that owns 20% of each of
Harrisburg TV 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 and
                 Related Stockholder Matters                          19
 Item 6.  Selected Consolidated Financial Data                        20
 Item 7.  Management's Discussion and Analysis of Financial 
                 Condition and Results of Operations                  22
 Item 7A. Quantitative and Qualitative Disclosures                    37
 Item 8.  Consolidated Financial Statements and Supplementary Data    37
 Item 9.  Changes in and Disagreements with Accountants 
                 on Accounting and Financial Disclosure               37

Part III
 Item 10.  Directors and Executive Officers of the Registrant         38
 Item 11.  Executive Compensation                                     41
 Item 12.  Security Ownership of Certain Beneficial Owners and
                 Management                                           42
 Item 13.  Certain Relationships and Related Transactions             43

Part IV
 Item 14.  Exhibits, Financial Statement Schedules and Reports                 
                 on Form 8-K                                          46
 
     
 
 
<PAGE>
PART I

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 27A of the Securities Act of 
1993, as amended, and Section 21E of the Securities Exchange Act of 1994, as 
amended, that are not historical facts and involve a number of risks and 
uncertainties.  When used in this Annual Report on Form 10-K, the words 
"believes," "anticipates" and similar expressions are intended to identify 
forward-looking statements. There are a number of factors that could cause the 
Company's actual results to differ materially from those forecast or projected 
in such forward-looking statements.  These factors include, without 
limitation, the Company's outstanding indebtedness and leverage, the 
restrictions imposed by the terms of the Company's indebtedness, the impact of 
significant competition from both over-the-air broadcast stations and 
programming alternatives such as cable television, wireless cable, in-home 
satellite distribution service and pay-per-view and home video and 
entertainment services, the impact of new technologies and changes in Federal 
Communications Commission ("FCC") regulations.  

Readers are cautioned not to place undue reliance on these forward-looking 
statements which reflect management's view only as of the date hereof. The 
Company undertakes no obligation to publicly release the result of any 
revisions to these forward-looking statements which may be made to reflect 
events or circumstances after the date hereof or to reflect the occurrence of 
unanticipated events.

ITEM 1.  BUSINESS
(Dollars in thousands)

The Company

Allbritton Communications Company ("ACC" or the "Company") itself and through 
subsidiaries owns and operates seven ABC network-affiliated television 
stations:  WJLA in Washington, D.C.; WHTM in Harrisburg, Pennsylvania; KATV in 
Little Rock, Arkansas; KTUL in Tulsa, Oklahoma; WSET in Lynchburg, Virginia; 
WCIV in Charleston, South Carolina and WCFT in Tuscaloosa, Alabama. The 
Company's owned and operated stations broadcast to the 7th, 45th, 56th, 58th, 
68th, 117th and 187th largest national media markets in the United States, 
respectively, as defined by the A.C. Nielsen Co. ("Nielsen").  The Company
also owns a low power television station (WBMA-LP) licensed to Birmingham,
Alabama, the 51st largest national media market.

WJLA is owned and operated by ACC, while the Company's remaining owned and 
operated stations are owned by Harrisburg Television, Inc. (WHTM), KATV, LLC 
(KATV), KTUL, LLC (KTUL), WSET, Incorporated (WSET), WCIV, LLC (WCIV) and TV 
Alabama, Inc. (WCFT and WBMA-LP).  Each of these is a wholly-owned subsidiary 
of ACC, except Harrisburg TV and TV Alabama, each of which is an indirect 
80%-owned subsidiary of ACC. TV Alabama began operating a television station
in Anniston, Alabama, east of Birmingham, under a Local Marketing Agreement 
("LMA") effective December 29, 1995.  Pursuant to merger agreements effective 
September 30, 1997, KATV Television, Inc. became KATV, LLC; KTUL Television, 
Inc. became


<PAGE>     1<PAGE>
KTUL, LLC and First Charleston Corp. became WCIV, LLC.  Each of 
these new entities is a Delaware limited liability company, wholly-owned by 
ACC.  The Company also engages in other activities relating to the production 
and distribution of television programming through Allbritton Television 
Productions, Inc., ("ATP"), a wholly-owned subsidiary of ACC. ACC was founded 
in 1974 and is a subsidiary of Allbritton Group, Inc. ("AGI"), which is
wholly-owned by Perpetual Corporation, which in turn is controlled by Joe L. 
Allbritton, ACC's Chairman. ACC and its subsidiaries are Delaware corporations 
or limited liability companies. ACC's corporate headquarters is located at 808 
Seventeenth Street, N.W., Suite 300, Washington, D.C. 20006-3903, and its 
telephone number at that address is (202) 789-2130.  

Television Industry Background

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

Television station revenues are primarily derived from local, regional and 
national advertising and, to a much lesser extent, from network compensation, 
revenues from studio rental and commercial production activities. Advertising 
rates are set based upon a variety of factors, including a program's
popularity among viewers whom an advertiser wishes to attract, the number of
advertisers competing for the available time, the size and demographic makeup
of the market served by the station and the availability of alternative
advertising media in the market area. Advertising rates are also determined by
a station's overall ability to attract viewers in its market area, as well as
the station's ability to attract viewers among particular demographic groups
that an advertiser may be targeting. Because broadcast television stations
rely on advertising revenues, they are sensitive to cyclical changes in the
economy. The size of advertisers' budgets, which are affected by broad
economic trends, affect both the broadcast industry in general and the
revenues of individual broadcast television stations.

United States television stations are grouped by Nielsen into 211 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.

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


<PAGE>     2
<PAGE>
station (the station's "rating") and the percentage of the audience actually
watching television (the station's "share"). Nielsen provides such data on the
basis of total television households and selected demographic groupings in the
DMA. Nielsen uses two methods of determining a station's ratings and share. In 
larger DMAs, ratings are determined by a combination of meters connected 
directly to selected household television sets and weekly viewer-completed 
diaries of television viewing, while in smaller markets ratings are determined 
by weekly diaries only. Of the market areas in which the Company conducts 
business, Washington, D.C. is a metered market while the remaining markets are 
weekly diary markets.  Nielsen has indicated, however, that the Birmingham 
market will become metered in the Fall of 1998.

Historically, three major broadcast networks--ABC, NBC and CBS--dominated 
broadcast television. In recent years, FOX has effectively 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 and WB recently have been launched as new
television networks.

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

An affiliate of UPN or WB 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 or WB must purchase or produce a greater amount of 
their programming, resulting in generally higher programming costs. These 
stations, however, retain a larger portion of the inventory of advertising
time and the revenues obtained therefrom compared to stations affiliated with
the major networks, which may partially offset their higher programming costs.

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


<PAGE>     3
<PAGE>
Public broadcasting outlets in most communities compete with commercial 
broadcasters for viewers but not for advertising dollars.

Broadcast television stations compete for advertising revenues primarily with 
other broadcast television stations and, to a lesser extent, with radio 
stations, cable system operators and programmers and newspapers serving the 
same market. Traditional network programming, and recently FOX programming, 
generally 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. 

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

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

Direct Broadcast Satellite ("DBS") service has recently been introduced as a 
new competitive distribution method.  Home users purchase or lease satellite 
dish receiving equipment and subscribe to a monthly service of programming 
options.  At present, the nature of DBS service permits only  national 
programming and does not offer locally originated programs or advertising.

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

Terrestrially-distributed television broadcast stations use analog 
transmission technology. Recent advances in digital transmission technology 
formats will enable broadcasters to migrate from


<PAGE>    4
<PAGE>
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 recently authorized a transition plan to convert existing
analog stations to digital by temporarily authoring a second channel to
transmit programming digitally with the return of the analog channel after the
transition period.  

Station Information

The following table sets forth general information for each of the Company's 
owned and/or operated stations as of November 1997 :

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

<S>                      <C>          <C>          <C>        <C>           <C>          <C>      <C>    <C>
Washington, D.C. <F5>    WJLA         ABC           7/VHF        7            6           24%       1     01/29/76
Harrisburg-Lancaster-York-Lebanon,
  PA <F5>                WHTM         ABC          27/UHF       45            5           26%       2     03/01/96
Little Rock, AR<F5>      KATV         ABC           7/VHF       56            5           37%       1     04/06/83     
Tulsa, OK<F5>            KTUL         ABC           8/VHF       58            6           30%       2     04/06/83
Lynchburg-Roanoke,VA<F5> WSET         ABC          13/VHF       68            4           25%       2     01/29/76<F6>
Charleston, SC<F5>       WCIV         ABC<F7>       4/VHF      117            5           20%       3     01/29/76<F6>
Birmingham, AL<F8>  WCFT/WJSU/WBMA-LP ABC              -        51            6           19%       3        -
   Birmingham<F5><F8>    WBMA-LP      ABC          58/UHF       51            6            -        -     08/01/97
   Tuscaloosa <F5>       WCFT         ABC          33/UHF      187            2           23%       2     03/15/96
   Anniston <F9>         WJSU         ABC          40/UHF      201            2           30%       1        -

<FN>
<F1>    Represents market rank based on the Nielsen Station Index for November 
        1997. 
<F2>    Represents the total number of commercial broadcast television stations 
        in the DMA with an audience rating of at least 1% in the 7:00 a.m. to 
        1:00 a.m., Sunday through Saturday, time period.
<F3>    Represents the station's share of total viewing of commercial broadcast 
        television stations in the DMA for the time periods referenced or, if no 
        time period is indicated, 7:00 a.m. to 1:00 a.m., Sunday through Saturday.             
<F4>    Represents the station's rank in the DMA based on its share of total 
        viewing of commercial broadcast television stations in the DMA for the 
        time periods referenced or, if no time period is indicated, 7:00 a.m. to 
        1:00 a.m., Sunday through Saturday.
<F5>    Owned Station.
<F6>    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.
<F7>    WCIV became affiliated with ABC in August 1996.
<F8>    TV Alabama serves the Birmingham market by simultaneously broadcasting 
        identical programming over WBMA-LP, WCFT and WJSU (which TV Alabama 
        operates pursuant to an LMA). The market rank figures reflect the 
        combined Birmingham, Tuscaloosa and Anniston markets; Nielsen assigns 
        WCFT to the Tuscaloosa DMA and WJSU to the Anniston DMA.  The stations 
        are listed on a combined basis by Nielsen as "WBMA,"  the call sign of a 
        low power television station owned by TV Alabama and licensed to 
        Birmingham. 
<F9>    Operated Station. 
</FN>
</TABLE>


<PAGE>     5<PAGE>
Business and Operating Strategy

The Company's business strategy is to focus on building net operating revenues 
and net cash provided by operating activities.  During Fiscal 1996, the
Company and its subsidiaries consummated several transactions that expanded
their broadcast holdings.  The Company acquired an 80% interest in the assets
and certain liabilities of WHTM and WCFT (the "Acquisitions").  The Company, 
through an 80%-owned subsidiary, also entered into a LMA to operate, for a 
period of ten years, WJSU, licensed to Anniston, Alabama (the "Anniston LMA"). 
In addition, WSET and WCIV became wholly-owned subsidiaries of ACC through a 
contribution of capital stock (the "Contribution") from an affiliate wholly-
owned by Joe L. Allbritton.

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

In addition, the Company constantly seeks to enhance net operating revenues at 
a marginal incremental cost through its use of existing personnel and 
programming capabilities. For example, KATV operates the Arkansas Razorback 
Sports Network ("ARSN"), which provides University of Arkansas sports 
programming to a network of 66 radio stations in four states.

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

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

High Quality Non-Network Programming.   The Company's stations are committed
to attracting viewers through an array of syndicated and locally-produced 
programming to fill those periods of the broadcast  day not programmed by the 
network. This programming is selected by the  Company on its ability to
attract audiences highly valued in terms of  demographic makeup on a
cost-effective basis and reflects a focused strategy to migrate and hold
audiences from program to program


<PAGE>     6
<PAGE>
throughout dayparts. Audiences highly valued in terms of demographic
makeup include women aged 18-49 and all adults aged 25-54. These
demographic groups are perceived by advertisers as the groups
with the majority of buying authority and decision-making in product
selection. 

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

Cost Control.   Management believes that controlling costs is an essential 
factor in achieving and maintaining the profitability of its stations. The 
Company believes that by delivering highly targeted audience levels and 
controlling programming and operating costs, the Company's stations can
achieve increased levels of revenue and operating cash flow.  As the provider
of ABC network programming in each of its market areas, the Company has
entered into long-term stable affiliation agreements. Further, each station
rigorously manages its expenses through project accounting, a budgetary
control process which includes daypart revenue analysis and expense analysis.
Moreover, each of the stations closely monitors its staffing levels.  As part
of the planned development of the Birmingham station during Fiscal 1996 and
1997, the Company has made a continuing investment in the start-up operations,
including staffing, programming, marketing and promotional activities.

Owned and/or Operated Stations

WJLA: Washington, D.C.

Acquired by the Company in 1976, WJLA is an ABC network affiliate pursuant to 
an affiliation agreement that expires on October 1, 2005.  The Station's FCC 
license expires on October 1, 2004. Washington, D.C. is the seventh largest 
DMA, with approximately 1,928,000 television households. The Company believes 
that this position historically permitted stations in this market to earn 
higher advertising rates than its other owned and operated stations 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 market is served by six commercial television stations.  
Approximately 46% of WJLA's 24-hours of daily broadcasting time consists of 
programming that is either locally produced or purchased from non-network 
sources.


<PAGE>     7
<PAGE>
WHTM: Harrisburg-Lancaster-York-Lebanon, Pennsylvania

Acquired by the Company in 1996, WHTM is an ABC network affiliate pursuant to 
an affiliation agreement that expires on January 1, 2005.  The Station's FCC 
License expires August 1, 1999. Harrisburg, Pennsylvania, which consists of 
nine contiguous counties located in central Pennsylvania, is the 45th largest 
DMA, reaching approximately 584,000 television households. Harrisburg is the 
capital of Pennsylvania, and the government represents the area's largest 
employer.  The Harrisburg market is served by five commercial television 
stations, one of which is a VHF station.  Approximately 42% of WHTM's 24-hours 
of daily broadcasting time consists of programming that is either locally 
produced or purchased from non-network sources. 

KATV: Little Rock, Arkansas

Acquired by the Company in 1983, KATV is an ABC network affiliate pursuant to 
an affiliation agreement that expires on July 31, 2005.  The Station's FCC 
license expires on June 1, 2005.  The Little Rock market is the 56th largest 
DMA, with approximately 481,000 television households. The Little Rock market 
has a diversified economy, both serving as the seat of state and local 
government and housing a significant concentration of businesses in the
medical services, transportation and insurance industries.  The Little Rock
market is served by five commercial television stations.  Approximately 40% of
KATV's 24-hours of daily broadcasting time consists of programming that is
either locally produced or purchased from non-network sources.

Capitalizing on its exclusive rights to the University of Arkansas basketball 
and football schedules through the year 2000, KATV launched ARSN in Fiscal
1994 by entering into programming sublicense agreements with a network of 66
radio stations in four states. Pay-per-view and home video rights are also
controlled by ARSN. 

KTUL: Tulsa, Oklahoma

Acquired by the Company in 1983, KTUL is an ABC network affiliate pursuant to 
an affiliation agreement that expires on July 31, 2005.  The Station's FCC 
license expires on June 1, 1998. The application for renewal of the FCC
license will be submitted by February 1, 1998.  Tulsa, Oklahoma is the 58th
largest DMA, with approximately 461,000 television households.  Because of the 
demographic characteristics of the Tulsa DMA, the Company believes many 
advertisers consider it an excellent national test market.  Consequently, it 
believes KTUL derives incremental advertising revenues from advertisers
seeking to test-market new products. The Tulsa market is served by six
commercial television stations.  Approximately 50% of KTUL's 24-hours of daily 
broadcasting time consists of programming that is either locally produced or 
purchased from non-network sources.

WSET: Roanoke-Lynchburg, Virginia

Acquired by the Company in 1996 through the Contribution, WSET is an ABC 
network affiliate pursuant to an affiliation agreement that expires on July
31, 2005.  The Station's FCC license expires on October 1, 2004.  The
hyphenated central Virginia market comprised of Lynchburg,


<PAGE>     8
<PAGE>
Roanoke and Danville is the 68th largest DMA, with approximately 402,000
television households. Lynchburg's economy includes high-tech manufacturing,
cellular communications, nuclear energy and machinery. Danville's chief
industries include textiles, tobacco processing, wood products and tire
manufacturing.  Roanoke is one of Virginia's largest metropolitan regions
and a hub of transportation, finance and industry for the southwestern part
of the state. The Lynchburg DMA is served by four commercial television
stations.  Approximately 52% of WSET's 24 hours of daily broadcasting time
consists of programming that is either locally produced or purchased from
non-network sources.

WCIV: Charleston, South Carolina

Acquired by the Company in 1996 through the Contribution, WCIV is an ABC 
affiliate pursuant to an affiliation agreement that expires on August 20,
2006.  The Station's FCC license expires on December 1, 2004.  Charleston,
South Carolina is the 117th largest DMA, with approximately 215,000 television 
households. Charleston's resurgent port economy has undergone significant 
change during the past five years, achieving economic diversification.
Spending by the Department of Defense, however, is expected to continue to
represent a significant portion of the local economy. Tourism has stabilized
as the largest nonmilitary related industry, with about 7.5 million visitors
annually and 40,000 related jobs, followed by medical services and government. 
The Charleston DMA is served by five commercial television stations. 
Approximately 56% of WCIV's 24 hours of daily broadcasting time consists of
programming that is either locally produced or purchased from non-network
sources.

WBMA-LP/WCFT/WJSU: Birmingham/Tuscaloosa/Anniston, Alabama

The Company acquired WCFT in March 1996 and commenced operation of WJSU 
pursuant to the Anniston LMA in December 1995. The Anniston LMA expires on 
December 29, 2005. Both stations are ABC affiliates pursuant to an affiliation 
agreement that expires on September 1, 2006. The FCC licenses for both
stations expire on April 1, 2005.  The Company also owns a low power
television station licensed to Birmingham, Alabama (WBMA-LP).  Birmingham,
Alabama is the 51st largest DMA, reaching approximately 526,000 television
households.  Nielsen has given preliminary indications that it will collapse
the Tuscaloosa DMA (187th largest with approximately 58,000 television
households) and the Anniston DMA (201st largest with approximately 43,000
television households) into the Birmingham DMA in the Fall of 1998.  The
resulting DMA would be the 39th largest with approximately 627,000 television
households.  The combined markets of Birmingham, Tuscaloosa and Anniston are
served by eight commercial television stations.

In connection with the Anniston LMA, the Company entered into an option to 
purchase the assets of WJSU (the "Anniston Option").  The cost of the Anniston 
Option was $15,348, and it is exercisable for additional consideration of 
$3,337.  Exercise of the Anniston Option is subject to certain conditions, 
including a change in FCC rules or a waiver permitting common ownership of
WCFT and WJSU (see Legislation and Regulation).

The Company serves the combined Birmingham/Tuscaloosa/Anniston market by 
simultaneously transmitting identical programming from its studio in
Birmingham over both WCFT and WJSU.


<PAGE>     9
<PAGE>
The stations are listed on a combined basis by Nielsen as WBMA.  TV Alabama
has constructed new studio facilities in Birmingham for the operation of
both stations.  The Company has retained a news and sales presence in both
Tuscaloosa and Anniston, while at the same time maintaining its primary news
and sales presence in Birmingham. Approximately 35% of TV Alabama's 24 hours
of daily broadcasting time consists of programming that is either locally
produced or purchased from non-network sources.

Competition

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

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

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

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


<PAGE>     10
<PAGE>
antennas or to cable television systems for transmission to their subscribers.

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

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

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

Legislation and Regulation

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


<PAGE>     11
<PAGE>
concerning the ownership, operation, programming and employment practices of
television stations. The FCC has the power to impose penalties, including
fines or license revocations, upon a licensee of a television station for
violations of the FCC's rules and regulations.

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

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

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

Programming and Operation: The Communications Act requires broadcasters to 
serve the "public interest."  Since the late 1970s, the FCC gradually has 
relaxed or eliminated many of the more formalized procedures it had developed 
to promote the broadcast of certain types of programming responsive to the 
needs of a station's community of license. However, broadcast station
licensees must continue to present programming that is responsive to local
community problems, needs and interests and to maintain certain records
demonstrating such responsiveness. Complaints from viewers concerning a
station's programming often will be considered by the FCC when it evaluates
license renewal applications, although such complaints may be filed at any
time and generally may be considered by the FCC at any time. Stations also
must follow various FCC rules that regulate, among other things, political
advertising, sponsorship identifications, the advertisements of contests and
lotteries, obscene and indecent broadcasts and technical operations, including
limits on radio frequency radiation. In addition, most broadcast licensees,
including the Company's licensees, must develop and implement equal employment
opportunity programs and must submit reports to the FCC with respect to these
matters on an annual basis and in connection with a license renewal
application.  The FCC also has adopted rules that place additional obligations
on television station operators for maximum amounts of advertising and minimum
amounts of programming specifically targeted for children as well as
additional public information and reporting requirements.



<PAGE>     12
<PAGE>
Digital Television: The FCC has adopted rules for implementing digital 
(including high-definition) television ("DTV") service in the United States. 
Implementation of DTV is intended to improve the technical quality of 
television. Under certain circumstances, however, conversion to DTV operations 
may reduce a station's geographical coverage area. The FCC has allotted a 
second broadcast channel to each full-power commercial television station for 
DTV operation. Under the proposal, stations will be required to phase in their 
DTV operations on the second channel over a transition period and to surrender 
their non-DTV channel later. Implementation of advanced television service may 
impose additional costs on television stations providing the new service, due 
to increased equipment costs, and may affect the competitive nature of the 
market areas in which the Company operates if competing stations adopt and 
implement the new technology before the Company's stations.  The FCC has 
adopted standards for the transmission of advanced television signals.  These 
standards will serve as the basis for the phased conversion  to digital 
transmission.

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

The FCC's television national multiple ownership rules limit the audience
reach of television stations in which any entity may hold an attributable
interest to 35 percent of total United States audience reach. The FCC's
television multiple ownership local contour overlap rule, the "Duopoly" rule,
generally prohibits ownership of attributable interests by a single entity in
two or more television stations which serve the same geographic market area. 
The Telecommunications Act directs the FCC to reevaluate its local ownership
rules to consider potential modifications permitting ownership of more than
one station in a market area.  The FCC has proposed to redefine the market
area for purposes of the Duopoly rule from a station's "Grade B" contour to
its DMA so long as there is no "Grade A" overlap in signals of the two
stations.  The FCC also seeks comment on whether ownership of two UHF stations
or a UHF/VHF combination should be permissible.

The FCC generally applies its ownership limits to "attributable" interests
held by an individual, corporation, partnership or other association. When
applying its multiple ownership or cross-ownership rules, the FCC generally
attributes the interests of corporate licensees to the holders of corporate
interests as follows: (i) any voting interest amounting to five percent or
more of the outstanding voting power of the corporate broadcast licensee
generally will be attributable; (ii) in general, no minority voting stock
interests will be attributable if there is a single holder of more than fifty
percent of the outstanding voting power of a corporate broadcast licensee and
(iii) in general, certain investment companies, insurance companies and banks
holding stock through their trust departments in trust accounts will be
considered to have an attributable interest only if they hold ten percent or
more of the outstanding voting power of a corporate broadcast licensee.
Furthermore, corporate officers and directors and general partners and
uninsulated limited partners of partnerships are personally attributed with
the media interests of the corporations or partnerships of which they are
officers, directors or partners. In the case of corporations controlling
broadcast licenses through one or more intermediate entities, similar
attribution standards generally apply to



<PAGE>   13
<PAGE>
stockholders, officers and directors of such corporations.

The FCC is conducting rulemaking proceedings to determine whether it should 
relax its rules to facilitate greater minority and female ownership of 
broadcasting facilities and whether it should modify its rules by (i) 
restricting the availability of the single majority shareholder exemption,
(ii) attributing certain interests such as non-voting stock, debt and holdings
in limited liability companies and (iii) changing the attribution benchmarks. 
The Company cannot predict the outcome of these proceedings or how they will
affect the Company's business. In light of the FCC's multiple ownership and 
cross-ownership rules, an individual or entity that acquires an attributable 
interest in the Company may violate the FCC's rules if that acquirer also has 
an attributable interest in other television or radio stations, or in cable 
television systems or daily newspapers, depending on the number and location
of those radio or television stations, cable television systems or daily 
newspapers.  Such an acquirer also may be restricted in the companies in which 
it may invest, to the extent that those investments give rise to an 
attributable interest. If an individual or entity with an attributable
interest in the Company violates any of these ownership rules, the Company may
be unable to obtain from the FCC the authorizations needed to conduct its
television station business, may be unable to obtain FCC consents for certain
future acquisitions, may be unable to obtain renewals of its licenses and may
be subject to other material adverse consequences.

Under its "cross-interest policy," the FCC considers certain "meaningful" 
relationships among competing media outlets in the same market, even if the 
FCC's ownership rules do not specifically prohibit these relationships. Under 
this policy, the FCC may consider significant equity interests combined with
an attributable interest in a media outlet in the same market, joint ventures
and common key employees among competitors. The cross-interest policy does not 
necessarily prohibit all of these interests but requires that the FCC consider 
whether, in a particular market, the "meaningful" relationships among 
competitors could have a significant adverse effect upon economic competition 
or program diversity. Neither the Company nor, to the best of the Company's 
knowledge, any officer, director or shareholder of the Company holds an 
interest in another radio or television station, cable television system or 
daily newspaper that is inconsistent with the FCC's ownership rules and 
policies.

Related to the Duopoly rule, the FCC has proposed the adoption of rules that 
would modify the current treatment of the control and ownership attribution 
with respect to LMAs entered into by television stations. The FCC proposes
that time brokerage of any other television station in the same market for
more than fifteen percent of the brokered station's weekly broadcast hours
would result in counting the brokered station toward the brokering licensee's
national and local multiple ownership limits.  The FCC has proposed that LMAs
in existence prior to November 6, 1996 be grandfathered for the length of
their terms so as not to place owners of stations in violation of the rules if
such owners also operate another station pursuant to such LMAs.  Although the
Company cannot predict the outcome of this proceeding, if the local multiple
ownership rules are not relaxed as proposed, attribution could preclude
television LMAs in any market where the time broker owns or has an
attributable interest in another television station. Changes by the FCC in its
current policy regarding LMAs for television stations could potentially have a
material adverse effect on the Anniston LMA. 



<PAGE>     14
<PAGE>
Additional Competition in the Video Services Industry: The Telecommunications 
Act also eliminates the overall ban on telephone companies offering video 
services and permits the ownership of cable television companies by telephone 
companies in their service areas (or vice versa) in certain circumstances. 
Telephone companies providing such video services will be regulated according 
to the transmission technology they use. The Telecommunications Act also 
permits telephone companies to hold an ownership interest in the programming 
carried over such systems. Although the Company cannot predict the effect of 
the removal of these barriers to telephone company participation in the video 
services industry, it may have the effect of increasing competition in the 
television broadcast industry in which the Company operates.

Other Legislation: Finally, Congress and the FCC have under consideration, and 
in the future may consider and adopt, (i) other changes to existing laws, 
regulations and policies or (ii) new laws, regulations and policies regarding
a wide variety of matters that could affect, directly or indirectly, the 
operation, ownership and profitability of the Company's broadcast stations, 
result in the loss or gain of audience share and advertising revenues for the 
Company's stations and/or affect the ability of the Company to acquire or 
finance additional broadcast stations.

Employees

As of September 30, 1997, the Company employed in full-time positions 814 
persons, including 197 at WJLA, 109 at KATV, 106 at KTUL, 101 at WHTM, 123 at 
WCFT/WJSU/WBMA, 93 at WSET, 72 at WCIV and 13 in its corporate office.  Of the 
employees at WJLA, 94 are represented by three unions: the American Federation 
of Television and Radio Artists ("AFTRA"), the Directors Guild of America 
("DGA") or the National Association of Broadcast Employees and 
Technicians/Communications Workers of America ("NABET/CWA"). The AFTRA
contract was renegotiated effective June 1, 1996 through September 30, 1999.
The DGA contract was renegotiated effective July 16, 1996 through January 16,
2000.  The NABET/CWA contract expired June 1, 1995. Members of this union have
been working without a contract since that time. WJLA management is in the
process of negotiating a new contract and anticipates resolving the outstanding
issues without any material adverse impact to the station. No employees of the 
Company's other owned and/or operated stations are represented by unions.  The 
Company believes its relations with its employees are satisfactory.

Environmental Matters

The Company is subject to changing federal, state and local environmental 
standards, including those governing the handling and disposal of solid and 
hazardous wastes, discharges to the air and water and the remediation of 
contamination associated with releases of hazardous substances. 

In particular, the Company is subject to liability under the Comprehensive 
Environmental Response, Compensation and Liability Act, the Resource 
Conservation and Recovery Act and analogous state laws for the investigation 
and remediation of environmental contamination at properties owned and/or 
operated by it and at off-site locations where it has arranged for the
disposal of hazardous substances. Courts have determined that liability under
these laws is, in most cases, joint and several, meaning that any responsible
party could be held liable for all costs

<PAGE>     15
<PAGE>
necessary for investigating and remediating a release or threatened
release of hazardous substances.

WCIV is currently involved in remediating contamination associated with 
releases of hazardous substances at its transmitter site. In September 1994, 
approximately 2,000 gallons of electric generator fuel spilled from an 
above-ground tank on the premises of WCIV. With the assistance of
environmental consultants and under supervision of the South Carolina
Department of Health and Environmental Control ("SCDHEC"), WCIV has undertaken
remediation of the contamination by installing wells for recovery of free
product and monitoring wells. Based upon the scope of the remediation required
as determined by the environmental consultants, the Company has estimated that
any remaining costs associated with the monitoring wells and related testing
are nominal. However, there can be no assurance that SCDHEC will not require
further remedial activities.

In October 1994, the Pennsylvania Department of Environmental Resources (the 
"Pennsylvania Department") notified WHTM that it should remediate soils and 
groundwater believed to be adversely affected by contamination associated with 
an underground tank. The station's environmental consultant has advised the 
Pennsylvania Department that it appears that contamination remaining on WHTM's 
property did not emanate from its underground tank, which has been removed,
but is from an offsite source and that there is no threat to human health or
the environment which requires remediation.  The matter remains unresolved.  

In August 1995, concentrations of certain metals including arsenic, barium, 
chromium and lead in the soil of a septic leach field were discovered on the 
property of WCFT. The Company has been advised that these concentrations are
in the range of background concentrations for the area. The State of Alabama
is in the process of developing cleanup standards relating to such
concentrations of metal, and it is therefore uncertain what, if any,
remediation will be necessary.

Although there can be no assurance of the final resolution of these matters, 
the Company does not believe that the amount of its liability at these 
properties individually, or in the aggregate, will have a material adverse 
effect on the Company's consolidated financial condition, results of
operations or cash flows.



<PAGE>     16
<PAGE>
                        ITEM 2.  PROPERTIES
                       (Dollars in thousands)


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

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

KATV's broadcast tower, which met non-governmental wind-loading standards when 
built, does not meet the current guidelines for wind-loading on broadcast 
towers adopted in 1992. Because standards were modified subsequent to the
tower construction, KATV's tower is "grandfathered" under the prior
guidelines. Engineering studies, however, indicate that the tower may be
significantly overstressed under the revised guidelines, particularly at
sustained winds of 70 miles per hour and at risk of failing in such sustained
winds. KATV has taken steps to limit access to the area around the tower and
to avoid work on the tower during windy conditions. KATV is in the process of
making structural modifications to the tower and estimates that it will cost
approximately $450 to bring the tower within current guidelines.  The owner of
KETS-TV, which has an antenna on the tower, has received a grant from the
National Telecommunications and Information Administration in the Department
of Commerce for matching funds to help offset the costs of tower modification. 
In the event the tower failed prior to completion of structural modifications,
KATV would seek to continue transmission by direct fiber feeds to cable
television systems and temporary leased space on another neighboring broadcast
tower, although there can be no assurance that such an alternative would be
available at such time.

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



<PAGE>     17
<PAGE>
<TABLE>
<CAPTION>
                                                                  
           
                                                           Approximate       Lease Expiration
Facility          Market/Use              Ownership           Size           Date
</CAPTION>
<S>            <C>                        <C>              <C>                 <C>                
WJLA           Washington, D.C.
               Office/Studio              Leased             88,828 sq. ft.     11/31/03
               Tower/Transmitter          Joint Venture     108,000 sq. ft.       N/A
                                                  
WHTM           Harrisburg, PA         
               Office/Studio              Owned              14,000 sq. ft.       N/A
               Tower/Transmitter          Owned               2,801 sq. ft.       N/A
               Adjacent Land              Leased              6,808 sq. ft.     10/31/00

KATV           Little Rock, AR
               Office/Studio              Owned              20,500 sq. ft.       N/A
               Tower/Transmitter          Owned                 188 Acres         N/A
               Annex/Garage               Owned              67,400 sq. ft.       N/A
               
KTUL           Tulsa, OK
               Office/Studio              Owned              13,520 sq. ft.       N/A
               Tower/Transmitter          Owned                 160 acres         N/A
               Tower                      Leased                  1 acre         5/30/05

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

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

WCFT/WJSU<F1>  Birmingham, AL 
               Office/Studio              Leased              26,357 sq.ft      9/30/06
               Satellite Dish Farm        Leased                 0.5 acres      9/30/06
               Tower/Relay-Pelham         Leased                 .08 acres     10/31/01
               Tower/Relay-Red Mtn.       Owned                  .21 acres       N/A

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

               Anniston, AL <F2>  
               Office/Studio              Leased                7,273 sq. ft.   6 months notice
               Tower-Blue Mtn.            Owned                   1.7 acres       N/A
               Gadsden Office             Leased                1,000 sq. ft.   Monthly
               Tower-Bald Rock            Leased                    1 acre      8/29/16
<FN>
<F1>   TV Alabama uses the pre-existing facilities of WCFT and WJSU to operate 
       news and sales bureaus in the Tuscaloosa and Anniston market areas. 
<F2>   Although TV Alabama is currently operating these properties under the 
       Anniston LMA, Flagship is the owner and lessee.
</FN>
</TABLE>


<PAGE>     18
<PAGE>
ITEM 3.  LEGAL PROCEEDINGS


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

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

Not Applicable.

     PART II

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

Not Applicable.



<PAGE>     19
<PAGE>
ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA
         (Dollars in thousands)

<TABLE>
<CAPTION>
The selected consolidated financial data below should be read in conjunction 
with the Company's Consolidated Financial Statements and notes thereto
included elsewhere in this Report. The selected consolidated financial data for the 
fiscal years ended September 30, 1993, 1994, 1995, 1996 and 1997 are derived 
from the Company's audited Consolidated Financial Statements. 

                                                    Fiscal Year Ended September 30,
                                                    -------------------------------
                                       1993        1994        1995        1996        1997
                                       ----        ----        ----        ----        ----
</CAPTION>
<S>                                <C>         <C>         <C>         <C>         <C>
Statement of Operations Data <F1>:
Operating revenues, net            $109,867    $125,830    $138,151    $155,573    $172,828
Television operating expenses,
    excluding depreciation and
    amortization                     65,533      67,745      75,199      92,320     105,630
Depreciation and amortization         5,771       5,122       4,752      10,257      19,652
Corporate expenses                    3,231       4,250       3,753       5,112       4,382
Operating income                     35,332      48,713      54,447      47,884      43,164
Interest expense                     22,336      22,303      22,708      35,222      42,870
Interest income                       2,408       2,292       2,338       3,244       2,433
Income before extraordinary
    items and cumulative
    effect of changes in
    accounting principles             7,586      17,360      19,909       8,293         424
Extraordinary items <F2>              1,485          --          --      (7,750)         --
Cumulative effect of changes in
    Accounting principles <F3>         (523)      3,150          --          --          --
Net income                            8,548      20,510      19,909         543         424
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                      As of September 30,
                                                      -------------------
                                       1993        1994        1995        1996        1997
                                       ----        ----        ----        ----        ----
                                                                              
</CAPTION>
<S>                                <C>         <C>         <C>         <C>         <C>                
Balance Sheet Data <F1>:
Total assets                        $91,218     $94,079     $99,605    $281,778    $280,977
Total debt <F4>                     197,154     199,473     198,919     402,993     415,722
Redeemable preferred stock <F5>         168         168         168          --          --
Stockholder's investment           (138,288)   (136,961)   (133,879)   (172,392)   (185,563)
</TABLE>

                                                                               
<TABLE>
<CAPTION>
                                                      Fiscal Year Ended September 30,
                                                      -------------------------------
                                         1993        1994        1995        1996        1997
                                         ----        ----        ----        ----        ----
</CAPTION>
<S>                                   <C>         <C>         <C>         <C>         <C>
Financial Ratios and Other Data <F1>: 
Operating Cash Flow <F6>              $41,103     $53,835     $59,199     $58,141     $62,816
Operating Cash Flow Margin <F7>         37.4%       42.8%       42.9%       37.4%       36.3%
Capital expenditures                    1,972       3,264       2,777      20,838      12,140


<PAGE>     20
<PAGE>
<FN>
<F1> The consolidated statement of operations data, balance sheet data and 
     financial ratios and other data as of and for the year ended September 
     30, 1996 include the effects of significant transactions consummated by 
     the Company during the year that impact the comparability of Fiscal 1996 
     data to previous years.  Such transactions include the effects of a 
     $275,000 offering of 9.75% Senior Subordinated Debentures due 2007, the 
     acquisitions of 80% of the net assets of WHTM and WCFT, the Anniston LMA 
     and Anniston Option, the early repayment of approximately $74,704 in 
     debt, and payment of a prepayment penalty on such debt of $12,934.  These 
     transactions are discussed in Management's Discussion and Analysis of 
     Financial Condition and Results of Operations as well as Notes 3 and 6 of 
     Notes to Consolidated Financial Statements.  In addition, the 
     comparability of Fiscal 1997 and Fiscal 1996 data is impacted by the fact 
     that that the results of operations of WHTM, WCFT and WJSU are included 
     for the full year in Fiscal 1997 as compared to the period from the date 
     of acquisition and the effective date of the Anniston LMA in Fiscal 1996.
<F2> The extraordinary gain during Fiscal 1993 resulted from the use of net 
     operating loss carryforwards and carrybacks for state income tax 
     reporting purposes.  The extraordinary loss during Fiscal 1996 resulted 
     from a $7,750 loss, net of tax, on the early repayment of long-term debt 
     (see Note 6 of Notes to Consolidated Financial Statements).
<F3> As required by generally accepted accounting principles, the Company 
     changed its method of accounting for nonpension postretirement benefits 
     during Fiscal 1993 and its method of accounting for income taxes during 
     Fiscal 1994.
<F4> Total debt is defined as long-term debt (including the current portion 
     thereof, and net of discount), short-term debt and capital lease 
     obligations.
<F5> In September 1996, the Company purchased for cash the Series A
     redeemable preferred stock at its redemption value of $168.
<F6> "Operating Cash Flow" is defined as operating income plus depreciation 
     and amortization. Programming expenses are included in television 
     operating expenses. The Company has included Operating Cash Flow data 
     because it understands that such data is used by investors to measure a 
     company's ability to fund its operations and service debt.  Operating 
     Cash Flow does not purport to represent cash flows from operating 
     activities determined in accordance with generally accepted accounting 
     principles as reflected in the Consolidated Financial Statements, is not 
     a measure of financial performance under generally accepted accounting 
     principles, should not be considered in isolation or as a  substitute for 
     net income or cash flows from operating activities and may not be 
     comparable to similar measures reported by other companies.
<F7> "Operating Cash Flow Margin" is defined as Operating Cash Flow as a 
     percentage of operating revenues, net.

</FN>
</TABLE>     
 

<PAGE>     21
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
         (Dollars in thousands)


General Factors Affecting the Company's Business

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

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

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

The Company's advertising revenues are generally highest in the first and
third quarters of each fiscal year, due in part to increases in retail
advertising in the period leading up to and including the holiday season and
active advertising in the spring.  The Company's operating expenses are spread
evenly throughout the year so that the fluctuation in operating results is
generally related to the fluctuation in the revenue cycle.  In addition,
advertising revenues are generally higher during election years due to
spending by political candidates, which is typically heaviest during the
Company's first fiscal quarter.  Years in which Olympic Games are held also
cause cyclical fluctuation in operating results depending on which television
network is carrying Olympic coverage.

The broadcast television industry is cyclical in nature, being affected by 
prevailing economic conditions.  Because the Company relies on sales of 
advertising time for substantially all of its revenues, its operating results 
are sensitive to general economic conditions



<PAGE>     22
<PAGE>
and regional conditions in each of the local market areas in which the
Company's stations operate.  For Fiscal 1996 and 1997, WJLA accounted for
approximately one-half of the Company's total revenues.  As a result, the
Company's results of operations are highly dependent on WJLA and, in turn,
the Washington, D.C. economy and, to a lesser extent, on each of the other
local economies in which the Company's stations operate.  The Company is
also dependent on automotive-related advertising. Approximately 24%, 25% and
26% of the Company's total broadcast revenues for the years ended September
30, 1995, 1996 and 1997, respectively, consisted of automotive-related
advertising.  A significant decrease in such advertising could materially
and adversely affect the Company's operating results.

Factors Affecting Fiscal 1996

There were significant factors which affected the results of operations for
the year ended September 30, 1996. In  March 1996, the Company, through its
80%-owned subsidiaries, acquired the assets and certain liabilities of WHTM
and WCFT for $115,475 and $20,181, respectively (the "Acquisitions").  The
results of operations of WHTM and WCFT are included for the period subsequent
to the acquisitions. Additionally, in December 1995, the Company, through an
80%-owned subsidiary, entered into the ten-year Anniston LMA with the owners
of WJSU, a television station operating in Anniston, Alabama.  The operating
revenues and expenses of WJSU are therefore included in the Company's
consolidated financial statements since December 1995. The RLA Revocable
Trust, created for the benefit of Robert Allbritton, owns the remaining 20%
interest in these subsidiaries.  Robert Allbritton is a Director and officer
of the Company and is the son of Joe L. Allbritton.

References to the "New Stations" in Management's Discussion and Analysis of 
Financial Condition and Results of Operations are to WHTM, WCFT and WJSU as 
operated under the Anniston LMA.

In February 1996, the Company completed the offering of its $275,000 9.75% 
Senior Subordinated Debentures due 2007 (the "9.75% Debentures").  The
proceeds from the offering of the 9.75% Debentures were used to finance the
acquisitions of WHTM and WCFT for $135,656, acquire the Anniston Option for
$10,000, repay approximately $74,704 of debt which was outstanding under
senior secured promissory notes and other credit agreements and pay a related
prepayment penalty of $12,934. The remaining net proceeds were retained by the
Company for the construction of studio and transmission facilities in
Birmingham, Alabama and general corporate purposes.

Operating Revenues

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



<PAGE>     23
<PAGE>
<TABLE>
<CAPTION>
                                                                            
                                           Fiscal Year Ended September 30, 
                                           -------------------------------
                                      1995                 1996                 1997      
                                      ----                 ----                 ----
                               Dollars     Percent   Dollars    Percent   Dollars    Percent    
                               -------     -------   -------    -------   -------    -------
</CAPTION>
<S>                            <C>         <C>       <C>         <C>     <C>         <C>
Local/regional <F1>            $ 67,228    47.3%     $ 77,248    48.0%   $ 85,954    48.1%     
National <F2>                    59,930    42.2%       64,277    40.0%     71,324    40.0%     
Network compensation <F3>         2,623     1.9%        5,443     3.4%      6,223     3.5%
Political <F4>                    3,320     2.3%        3,160     2.0%      4,273     2.4% 
Trade and barter <F5>             5,897     4.2%        7,119     4.4%      7,868     4.4% 
Other revenues <F6>               3,022     2.1%        3,489     2.2%      3,002     1.6%
                               --------    -----     --------    -----   --------    -----

Broadcast revenues              142,020   100.0%      160,736   100.0%    178,644    100.0%    
                                          ======                ======               ======
Fees <F7>                        (4,789)               (5,541)             (6,068)     
                                -------               -------             -------
Broadcast revenue,
   net of fees                  137,231               155,195             172,576
Non-broadcast revenue <F8>          920                   378                 252
                                -------               -------             -------                           
Total net operating revenues   $138,151              $155,573            $172,828  
                                =======               =======             =======
     
<FN>      
<F1> Represents sale of advertising time to local and regional advertisers or 
     agencies representing such advertisers.
<F2> Represents sale of advertising time to agencies representing national 
     advertisers.
<F3> Represents payment by networks for broadcasting or promoting network 
     programming.
<F4> Represents sale of advertising time to political advertisers.
<F5> Represents value of commercial time exchanged for goods and services 
     (trade) or syndicated programs (barter).
<F6> Represents miscellaneous revenue, principally receipts from tower
     rental, production of commercials and revenue from the sales of University of 
     Arkansas sports programming to advertisers and radio stations.
<F7> Represents fees paid to national sales representatives and fees paid for 
     music licenses.
<F8> Represents revenues from program syndication sales and other 
     miscellaneous non-broadcast revenues.
</FN>
</TABLE>

Local/regional and national advertising constitute the Company's largest 
categories of operating revenues, collectively representing almost 90% of the 
Company's total broadcast revenues in each of the last three fiscal years. 
Although the total percentage contribution of local/regional and national 
advertising has been relatively constant over such period, the growth rate of 
local/regional and national advertising revenues varies annually based upon
the demand and rates for local/regional advertising time versus national 
advertising time in each of the Company's markets. Local/regional advertising 
revenues increased 12.6%, 14.9% and  11.3% in Fiscal 1995, 1996 and 1997, 
respectively; and national advertising revenues increased 6.8%, 7.3% and 11.0% 
during the same respective periods. Each other individual category of revenues 
represented less than 5.0% of the Company's total revenues for each of the
last three fiscal years.



<PAGE>     24
<PAGE>
Results of Operations - Fiscal 1997 Compared to Fiscal 1996

As compared to Fiscal 1996, the Company's results of operations for Fiscal
1997 principally reflect the effect of the New Stations as their results are 
included for the entire year in Fiscal 1997 as compared to the period from the 
date of acquisition in Fiscal 1996.  Additional significant factors include 
increased demand by advertisers in the Washington, D.C. market, offset by 
continued spending in Birmingham.  As part of the planned development of the 
Birmingham operation, the Company has continued to make enhancements in its 
local news and has increased its marketing activities to promote WCFT and WJSU 
as the new ABC affiliates for the Birmingham market.  These activities have 
resulted in increased audience share, and management believes that expansion
in audience share will continue resulting in increasingly higher advertising 
revenues.

Set forth below are selected consolidated financial data for Fiscal 1996 and 
1997, respectively, and the percentage change between the years.

                               Fiscal Year Ended September 30,
                               -------------------------------

                                                             Percentage
                                        1996        1997     Change
                                        ----        ----     ----------  

 Operating revenues, net              $155,573    $172,828     11.1%
 Total operating expenses              107,689     129,664     20.4%
                                      --------    --------    
 Operating income                       47,884      43,164     (9.9)%    
 Nonoperating expenses, net             33,079      41,630     25.9%
 Income tax provision                    7,812       1,110    (85.8)%
 Income before minority interest      --------    --------
    and extraordinary item               6,993         424    (93.9)%
 Minority interest in net losses of
    consolidated subsidiaries            1,300        --        --   
 Extraordinary item, net of income
    tax benefit                          7,750        --        --   
                                       -------    --------
 Net income                          $     543    $    424    (21.9)%
                                       =======    ========
 Operating cash flow                 $  58,141    $ 62,816      8.0%      
                                       =======    ========
Net Operating Revenues

Net operating revenues for Fiscal 1997 totaled $172,828, an increase of 
$17,255 or 11.1%, as compared to Fiscal 1996.  The New Stations accounted for 
$11,282, or 65.4% of the increase in net operating revenues. The majority of 
this significant contribution by the New Stations is due to the fact that 
results of  the New Stations are included for the full year in Fiscal 1997 as 
compared to the period from the date of acquisition in Fiscal 1996. The 
balance of the increase results principally from increased local/regional and 
national advertising in the Washington, D.C. and Little Rock markets offset by 
a decline in the Charleston market. 

Local/regional advertising revenues increased $8,706 or 11.3% over Fiscal 
1996.  The increase is largely attributable to a $6,127 increase in 
local/regional revenues by the New Stations and


<PAGE>     25
<PAGE>
revenue increases generated by the Company's stations located in the
Washington, D.C. and Little Rock markets, offset by weakening in the
Tulsa and Charleston markets for local/regional advertisers.

National advertising revenues increased $7,047, or 11.0%, in Fiscal 1997 over 
the prior fiscal year.  The increase is principally attributable to $4,003 
generated by the New Stations and improvements in the Washington, D.C., Little 
Rock and Tulsa markets offset by a weakening in the Charleston market for 
national advertising.

No individual advertiser accounted for more than 5% of the Company's broadcast 
revenues during Fiscal 1997 or 1996.    

Increased network compensation revenue of $780, or 14.3%, over the Fiscal 1996 
level is principally attributable  to the incremental network compensation of 
the New Stations during Fiscal 1997.

Total Operating Expenses

Total operating expenses in Fiscal 1997 were $129,664, an increase of $21,975, 
or 20.4%, compared to total operating expenses of $107,689 in Fiscal 1996. 

Television operating expenses (before depreciation, amortization and corporate 
expenses) totaled $105,630 in Fiscal 1997, an increase of $13,310, or 14.4% 
when compared to television operating expenses of $92,320 in Fiscal 1996.  
Television operating expenses of the New Stations accounted for 79.5% of the 
increase.  The New Stations accounted for a greater proportionate increase in 
television operating expenses than in net operating revenues principally due 
to the impact of Birmingham as discussed further below.  The remaining 
increase in television operating expenses is largely attributable to 
approximately $2,000 of non-recurring program expense resulting from the 
Company's early termination of a program contract. Excluding the New Stations 
and the non-recurring program expense, Fiscal 1997 television operating 
expenses increased approximately $727, or 0.9%, over the Fiscal 1996 level.  
This expense increase over the prior year was concentrated in the news area, 
which is consistent with the Company's operating strategy that emphasizes 
local news leadership in each of its markets.
 
Depreciation and amortization expense of $19,652 in Fiscal 1997 increased 
$9,395 from $10,257 in Fiscal 1996.  The New Stations accounted for $8,843, or 
88.8%, of the increase.  This is due to the increased level of depreciable and 
intangible assets which resulted principally from the acquisition of WHTM and 
WCFT, the Anniston Option and capital equipment and leasehold improvements 
associated with the new studio in Birmingham and transmission facilities in 
Tuscaloosa and Anniston. 

Corporate expenses in Fiscal 1997 decreased $730 from Fiscal 1996.  The 
decrease is principally due to a decrease in charitable contributions.


<PAGE>     26
<PAGE>
Operating Income
     
The operating results of the New Stations impacted the Company's consolidated 
performance trends for Fiscal 1997 as compared to Fiscal 1996 primarily due to 
the fact that they are included for the entire period in Fiscal 1997 as 
compared to the period from the date of acquisition in the prior year.  In 
addition, the operating results of the Birmingham operation had a continuing 
impact on the Company's consolidated performance trends in Fiscal 1997 as 
compared to Fiscal 1996.  The operating margins generated by the Company in
the aggregate were adversely impacted primarily due to the Company's
continuing investment in the start-up operations in Birmingham, (e.g.,
programming and staffing changes, marketing and promotional activities) as
well as due to the impact of the intangible amortization expense arising from
the Acquisitions and increased depreciation expense from capital improvements
made to the New Stations. 

Operating income of $43,164 in Fiscal 1997 decreased $4,720 or 9.9%, compared 
to operating income of $47,884 in Fiscal 1996.  The operating profit margin in 
Fiscal 1997 decreased to 25.0% from 30.8% for the comparable period in the 
prior year.  The decrease in operating profit and margin was due primarily to 
operating expenses increasing at a greater rate than operating revenue as 
discussed above.

Operating Cash Flow

Operating cash flow increased to $62,816 in Fiscal 1997 from $58,141 in Fiscal 
1996, an increase of $4,675, or 8.0%.  This increase is a result of the growth 
in net operating revenues as discussed above together with smaller 
proportional television operating expenses and corporate expenses. The Company 
believes that operating cash flow, defined as operating income plus 
depreciation and amortization, is important in measuring the Company's 
financial results and its ability to pay principal and interest on its debt 
because of the Company's level of non-cash expenses attributable to 
depreciation and amortization of intangible assets.  Operating cash flow does 
not purport to represent cash flows from operating activities determined in 
accordance with generally accepted accounting principles as reflected in the 
Company's consolidated financial statements, is not a measure of financial 
performance under generally accepted accounting principles, should not be 
considered in isolation or as a substitute for net income or cash flows from 
operating activities and may not be comparable to similar measures reported by 
other companies.  

Nonoperating Expenses, Net

Interest expense of $42,870 for Fiscal 1997 increased by $7,648, or 21.7%,
from $35,222 in Fiscal 1996.  The increase is attributable to increased
interest expense from the issuance of the Company's 9.75% Debentures, together
with higher average working capital debt balances during Fiscal 1997 compared
to the prior year.  The average amount of debt outstanding and the weighted
average interest rate on such debt for Fiscal 1997 and 1996 approximated
$413,723 and 10.2%, and $324,824 and 10.5%, respectively.


<PAGE>      27
<PAGE>
Interest income of $2,433 in Fiscal 1997 decreased $811, or 25.0%, as compared 
to interest income of $3,244 in Fiscal 1996.  The decrease was primarily due
to  interest earned from temporarily investing certain proceeds from the sale
of the 9.75% Debentures during Fiscal 1996.

Income Taxes

The provision for income taxes in Fiscal 1997 of $1,110 decreased by $6,702, 
or 85.8%, when compared to the provision for income taxes of $7,812 in Fiscal 
1996.  The decrease is directly related to the $13,271, or 89.6%, decrease in 
income before income taxes, minority interest and extraordinary item (as 
previously discussed).  

Income Before Minority Interest and Extraordinary Item

Income before minority interest and extraordinary item in Fiscal 1997 
decreased by $6,569, or 93.9%, from Fiscal 1996.  As discussed previously, the 
start-up nature of the Birmingham operation, the increased interest expense 
and depreciation and amortization associated  with the Acquisitions and the 
non-recurring program expense adversely impacted the Fiscal 1997 results.

Net Income

Net income for Fiscal 1997 of $424 decreased $119, or 21.9%, when compared to 
net income of $543 in Fiscal 1996.  The decrease in net income is attributed 
to the factors discussed above. Additionally, net income for Fiscal 1996 
reflects the $7,750 extraordinary loss on early repayment of debt.

Balance Sheet

Significant balance sheet fluctuations from September 30, 1996 to September 
30, 1997 consist of increased accounts receivable and long-term debt, offset 
by decreases in cash and cash equivalents and accounts payable. In addition, 
distributions to owners increased as a result of cash advances made during 
Fiscal 1997. The increase in accounts receivable reflects the Company's 
continued revenue growth while the offsetting decreases in cash and cash 
equivalents and accounts payable are primarily attributable to the timing of 
cash payments.  The increase in long-term debt is related to additional draws 
under its revolving credit facility and new capital leases to fund capital 
expenditures, primarily in Birmingham, Alabama and Washington, D.C.


<PAGE>     28
<PAGE>
Results of Operations - Fiscal 1996 Compared to Fiscal 1995

Set forth below are selected consolidated financial data for Fiscal 1995 and 
1996, respectively, and the percentage change between the years.

                                         Fiscal Year Ended September 30, 
                                         -------------------------------
                                                             Percentage
                                      1995          1996     Change
                                      ----          ----     ----------
 Operating revenues, net            $138,151     $155,573      12.6%
 Total operating expenses             83,704      107,689      28.7%
                                    --------     --------     
 Operating income                     54,447       47,884     (12.1)%   
 Nonoperating expenses, net           20,603       33,079      60.6%
 Income tax provision                 13,935        7,812     (43.9)%
                                    --------     --------     
 Income before minority interest
    and extraordinary item            19,909        6,993     (64.9)%
 Minority interest in net losses of
    consolidated subsidiaries            --         1,300        --
 Extraordinary item, net of income
    tax benefit                          --         7,750        --        
                                     -------      -------
 Net income                         $ 19,909      $   543     (97.3)%
                                     =======      =======

Net Operating Revenues

Net operating revenues for Fiscal 1996 totaled $155,573, an increase of 
$17,422, or 12.6%, as compared to Fiscal 1995.  The New Stations accounted for 
$14,916, or 85.6%, of the increase. The increase was primarily due to a
$14,367 or 11.3% increase in local/regional and national advertising and a
$2,820, or 107.5%, increase in network compensation compared to Fiscal 1995. 
The increase in local/regional advertising revenue of $10,020, or 14.9%, over
the Fiscal 1995 level was largely attributable to $8,035 of local/regional
advertising revenue generated by the New Stations, coupled with increased
local/regional advertising revenue principally in the Little Rock, Tulsa and
Charleston markets which management attributes to an increase in total market
revenues and to certain changes in the competitive environment including, in
Charleston, advertising revenue increases from strong NBC prime time ratings
and the summer Olympics.  

The increase in national advertising revenue of $4,347, or 7.3%, over the 
Fiscal 1995 level was largely attributable to $5,525 of national advertising 
generated by the New Stations, offset principally by a weakening of the 
Washington, D.C. market for national advertisers. 

Increased network compensation revenue of $2,820, or 107.5%, over the Fiscal 
1995 level was primarily attributable  to a new ten-year affiliation agreement 
with ABC effective April 1996, with certain increases retroactive to August 
1995.  The new network compensation agreement increased annual network 
compensation by approximately $2,200 from the Fiscal 1995 level.  This new 
compensation agreement, and to a lesser extent the incremental network 
compensation attributable to the New Stations, accounted for the increase in 
the Fiscal 1996 network compensation.



<PAGE>     29
<PAGE>
Total Operating Expenses

Total operating expenses in Fiscal 1996 were $107,689, an increase of $23,985, 
or 28.7%, when compared to total operating expenses of $83,704 in Fiscal 1995. 
Operating expenses, excluding the New Stations, increased 9.0% from Fiscal 
1995.  Television operating expenses (before depreciation, amortization and 
corporate expenses) totaled $92,320 in Fiscal 1996, an increase of $17,121, or 
22.8%, when compared to television operating expenses of $75,199 in Fiscal 
1995. Television operating expenses of the New Stations accounted for 
approximately 63.4% of the increase.  The remaining increase in television 
operating expenses was due to increases in programming and news expenses.  The 
increase in programming expense relates primarily to an increase in
programming costs from the renewal of certain long-term program contracts
primarily at WJLA, KATV and WSET.  The increase in news expense was primarily
due to increased staffing and other news related expenses such as research and
set design.  WJLA accounted for a majority of the programming and news expense 
increase.  The Fiscal 1996 programming and local news expense trends are 
consistent with the Company's operating strategy which emphasizes local news 
leadership in each of its markets and the airing of high-quality non-network 
programming to fill those periods of the broadcast day not programmed by the 
network.  The operating strategy as implemented in 1996 was reflected in the 
establishment of a news bureau in York, Pennsylvania to expand the WHTM news 
coverage and the hiring of well-known news personalities in the Birmingham 
market.

Depreciation and amortization expense of $10,257 in Fiscal 1996 increased 
$5,505, or 115.8%, from $4,752 in Fiscal 1995 primarily as a result of the 
increased level of depreciable assets and intangible assets resulting 
principally from the acquisitions of WHTM and WCFT, the Anniston Option and 
capital equipment and leasehold improvements associated with the new studio in 
Birmingham and transmission facilities in Tuscaloosa.

Corporate expenses were $5,112 in Fiscal 1996, an increase of $1,359, or
36.2%, compared to $3,753 in Fiscal 1995.  The increase was due to increases
in various expenses, including compensation, consulting, audit and charitable 
contributions.

Operating Income

For Fiscal 1996, operating income of $47,884 decreased by $6,563, or 12.1%, 
compared to operating income of $54,447 in Fiscal 1995.  The decrease was due 
to increased revenue from the existing stations and the New Stations, offset
by increased operating, depreciation, amortization and Corporate expenses, as 
discussed above.

Nonoperating Expenses, Net

Interest expense of $35,222 for Fiscal 1996 increased by $12,514, or 55.1%
from $22,708 in Fiscal 1995.  The increase is attributable to increased
interest expense from the issuance of $275,000 of the 9.75% Debentures,
together with higher average working capital debt balances and interest rates
during the first two quarters of Fiscal 1996 compared to the same periods in
the prior year.  The



<PAGE>     30
<PAGE>
average amount of debt outstanding and the average
interest rate on such debt for Fiscal 1996 and 1995 approximated $324,824 and
10.5%, and $200,176 and 11.2%, respectively.

Interest income of $3,244 in Fiscal 1996 increased $906, or 38.8%, as compared 
to interest income of $2,338 in Fiscal 1995.  The increase was primarily due
to investment interest earned from investing excess proceeds from the sale of
the 9.75% Debentures.

Income Taxes

Income taxes in Fiscal 1996 of $7,812 decreased by $6,123, or 43.9%, when 
compared to income taxes of $13,935 in Fiscal 1995.  The decrease in income 
taxes is principally attributable to a decrease in income before taxes of 
$19,039.

Extraordinary Loss on Early Repayment of Debt

During Fiscal 1996, the Company incurred an extraordinary loss of $7,750, net 
of income tax benefit, due to a prepayment penalty of $12,934 in conjunction 
with the early repayment of $63,500 of debt.

Net Income

Net income for Fiscal 1996 of $543 decreased by $19,366, or 97.3%, when 
compared to net income of $19,909 in Fiscal 1995.  The decrease in net income 
was attributable primarily to a decrease in income from operations of $6,563, 
an increase in interest expense of $12,514, an increase in interest income of 
$906, a decrease in income taxes of $6,123, and the extraordinary charge for 
early repayment of debt, net of tax benefit, of  $7,750.  Income before 
extraordinary loss in Fiscal 1996 was $8,293, a decrease of $11,616, or 58.3%, 
as compared to Fiscal 1995.

Unaudited Pro Forma Results of Operations

The following reflects the unaudited pro forma consolidated results of 
operations as if the offering of the $275,000 9.75% Debentures and the 
application of net proceeds (including the Acquisitions and Anniston LMA) had 
occurred at the beginning of the respective periods.

                              Fiscal Year Ended September 30, 
                              -------------------------------
                                                            Percentage
                                       1995         1996      Change
                                       ----         ----    ----------

     Operating revenues, net         $162,300     $164,933       1.6%
     Total operating expense          105,818      116,774      10.4%
     Operating income                  56,482       48,159     (14.7)%   
     Income taxes                       8,146        5,717     (29.8)%
     Income before extraordinary item   9,679        4,204     (56.6)%
     Net income                         1,929       (3,546)   (283.8)%
                              



<PAGE>     31
<PAGE>
Assuming that the offering of the 9.75% Debentures and the application of net 
proceeds thereof occurred at the beginning of Fiscal 1995, net operating 
revenues for Fiscal 1996 stated on an unaudited pro forma basis would have 
totaled $164,933, an increase of $2,633, or 1.6%, as compared to Fiscal 1995
on an unaudited pro forma basis.  This increase is attributable to a $2,506,
or 1.8%, increase in net operating revenue excluding the New Stations and a
$126, or .5% increase in operating revenue from the New Stations.  Total
operating expenses for Fiscal 1996 stated on an unaudited pro forma basis
totaled $116,774, an increase of $10,956, or 10.4%, over the unaudited pro
forma Fiscal 1995 level. This increase was directly attributable to the
increased operating expenses of $7,557, or 9.0%, excluding the New Stations,
and $3,399, or 15.4%, for the New Stations.  The increase in operating
expenses was principally due to increases in programming costs, salaries and
wages, news research costs, set design costs, consulting and charitable
contributions at existing stations as well as costs associated with
implementing the Company's operating strategy related to the Anniston LMA and
the Acquisitions.  Increases in operating expenses at the New Stations 
related primarily to salaries and wages of new employees hired and other costs 
associated with establishing and operating the new Birmingham facility.

Operating income for Fiscal 1996, stated on an unaudited pro forma basis, 
totaled $48,159, a decrease of $8,323, or 14.7%, compared to Fiscal 1995
stated on an unaudited pro forma basis. The decrease in operating income is 
attributable to the factors causing the increase in unaudited pro forma 
operating revenues and expenses as previously discussed.  The net loss for 
Fiscal 1996 stated on an unaudited pro forma basis was $3,546, a decrease of 
$5,475, or 283.8%, as compared to Fiscal 1995 stated on an unaudited pro forma 
basis.  The decrease was principally attributable to the factors discussed 
above.

Balance Sheet

Significant balance sheet fluctuations from September 30, 1995 to September
30, 1996 consist of increased cash and cash equivalents, accounts receivable, 
program rights, program rights payable, property, plant and equipment, 
intangible assets, deferred financing costs, accounts payable, accrued 
expenses, accrued interest payable and long-term debt, offset by decreases in 
current notes payable. The increases in program rights and program rights 
payable are the result of new program rights and program contracts assumed in 
the Acquisitions.  Distributions to owners increased due primarily to cash 
advances made during Fiscal 1996 offset by an $18,371 non-cash dividend 
declared by WSET and WCIV.  The other changes are primarily the result of the 
Acquisitions, the $275,000 offering of the 9.75% Debentures, and new capital 
leases to fund capital expenditures, primarily in Birmingham, Alabama.


Liquidity and Capital Resources

Cash Provided by Operations

Cash and cash equivalents decreased $4,687 from September 30, 1996 to
September 30, 1997, principally resulting from net cash provided by operations
of $15,551 and a $10,600 increase in borrowings under a  revolving line of
credit, offset by net capital expenditures of $12,140, the


<PAGE>     32
<PAGE>
additional payment
under the Anniston Option of $5,348 and net distributions to owners of
$12,904. Cash provided by operations was primarily a result of net income plus
depreciation and amortization of $19,652, offset by other changes in assets
and liabilities, primarily an increase in accounts receivable, program rights,
deferred income taxes and accounts payable.

Cash and cash equivalents increased $8,292 from September 30, 1995 to
September 30, 1996, principally from net cash provided by operations of
$28,370, proceeds from the issuance of debt of $285,725, offset by net capital
expenditures of $20,838, the amounts paid for the Acquisitions and the
Anniston Option of $145,656, deferred financing costs of $7,605, a prepayment
penalty on early repayment of debt of $12,934, repayment of debt of $85,365
and net distributions to owners of $34,612.  Cash provided by operations was
primarily a result of net income plus depreciation and amortization of
$10,257, an extraordinary loss on early repayment of debt (net of tax benefit)
of $7,750 and by other changes in assets and liabilities, primarily an
increase in accounts payable, accrued interest payable and program rights
payable.  Depreciation and amortization, program rights payable, and accounts
payable increased predominantly due to the Acquisitions.  The increase in
accrued interest payable is principally due to the higher debt balance
resulting from the issuance of the $275,000 9.75% Debentures during Fiscal
1996.

Distributions to Related Parties

The Company periodically makes advances in the form of distributions to 
Perpetual.  Prior to the Contribution, WSET and WCIV made cash advances to 
Westfield.  For Fiscal 1995, 1996 and 1997, the Company made cash advances net 
of repayments to these related parties of $28,711, $39,882 and $12,904, 
respectively. In addition, during Fiscal 1995 and 1996, the Company was
charged for federal income taxes by Perpetual and Westfield and distributed
certain tax benefits to Westfield totaling $11,930 and $836, respectively. 
During Fiscal 1997, the Company generated a benefit from federal income taxes
of $691.  This benefit was effectively distributed to Perpetual as such
benefit will not be recognized in future years pursuant to the terms of the
tax sharing agreement between the companies.   In conjunction with the
Contribution, WSET and WCIV declared non-cash dividends in Fiscal 1996 to
Westfield totaling $18,371 which represented the cumulative net advances made
to Westfield by WSET and WCIV prior to the Contribution.  As a result, the net
change in distributions to related parties during such periods were $16,781,
$20,675 and $12,904, respectively. The advances to these related parties 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 the 
ability of the Company to pay dividends or make other distributions, and there 
is no immediate intent for the amounts to be repaid. Accordingly, these 
advances have been treated as a reduction of stockholder's investment and are 
described as "distributions" in the Company's Consolidated Financial 
Statements.

During Fiscal 1991, the Company made a $20,000 11.06% loan to Allnewsco. This 
amount has been reflected in the Company's Consolidated Financial Statements
on a consistent basis with other distributions to owners.  The loan has stated 
repayment terms consisting of annual principal installments of approximately 
$2,200 commencing January 1997 through January 2005 and payments of interest 
semi-annually.  During Fiscal 1997, the Company deferred the first annual 


<PAGE>     33
<PAGE>
principal installment payment.  The Company is currently renegotiating the
note to extend the maturity date to January 2008 and defer all principal 
installments until maturity, with the principal balance also due upon demand. 
Interest payments on the loan have been made in accordance with the terms of 
the note, and the Company expects it will continue to receive such payments on 
a current basis. To date, interest payments from Allnewsco have been funded by 
advances from Perpetual to Allnewsco. The Company anticipates that such 
payments will be funded in a similar manner for the foreseeable future. 
However, there can be no assurance that Allnewsco will have the ability to
make such interest payments in the future.

Under the terms of the Company's borrowing agreements, future advances, 
distributions and dividends to related parties are subject to certain 
restrictions. The Company anticipates that, subject to such restrictions, the 
Company will make distributions and loans to related parties in the future. 

Indebtedness

The Company's total debt, including the current portion of long-term debt, 
increased from $402,993 at September 30, 1996 to $415,722 at September 30, 
1997.  This debt, net of applicable discounts, consists of $122,759 of the 
11.5% Debentures, $273,819 of the 9.75% Debentures, $6,444 of capital lease 
obligations, and $12,700 under a revolving credit agreement.  On May 7, 1996, 
the Company purchased $2,000 of the 11.5% Debentures at a price of $2,078. 
The acquisition of such debentures has been reflected in the Company's
Consolidated Financial Statements as a reduction of long-term debt.  The
increase of $12,729 in total debt from September 30, 1996 to September 30,
1997 is primarily due to a $10,600 increase in amounts outstanding under the
revolving credit facility to fund working capital.  The Company's $40,000
revolving credit facility is secured by the pledge of the stock of the Company
and its subsidiaries and matures April 16, 2001.

Under the existing borrowing agreements, the Company agrees to abide by 
restrictive covenants that place limitations upon payments of cash dividends, 
issuance of capital stock, investment transactions, incurrence of additional 
obligations and transactions with Perpetual and other related parties.  In 
addition, the Company must maintain specified levels of operating cash flow
(as defined in the underlying borrowing agreements) and/or working capital and 
comply with other financial covenants.

Other Uses of Cash

During Fiscal 1995, 1996 and 1997, the Company made $2,777, $20,838 and 
$12,140, respectively, of capital expenditures. The increase in capital 
expenditures in Fiscal 1996 and 1997 was principally attributable to facility 
construction and equipment purchases in Alabama associated with the 
consolidation of the operations of WCFT and WJSU and the purchase of a 
corporate aircraft in Fiscal 1997.  Capital expenditures in the normal course 
of business are financed from cash flow from operations or with capitalized 
leases and are primarily for the acquisition of technical equipment and 
vehicles to support operations. The Company anticipates that capital 
expenditures for Fiscal 1998 will approximate $12,000, including approximately 
$3,000 to enable WJLA to simultaneously broadcast its programming over its 
second channel authorized to transmit a digital television signal.  The amount 
may increase or decrease depending upon changes in



<PAGE>     34
<PAGE>
channel allocation or changes to the digital television implementation
strategy.  Management expects that the source of funds for these anticipated
capital expenditures will be cash provided by operations and capitalized
leases. The Company has a $10,000 annually renewable lease credit facility
for the purpose of financing capital expenditures under capitalized leases.
The equipment under lease is at interest rates which vary according to the
lessor's cost of funds. This facility expires on March 1, 1998 and is
renewable annually on mutually satisfactory terms. The Company currently
intends to renew this facility. At September 30, 1997, $6,444 was outstanding
under this lease credit facility. 

The Company regularly enters into program contracts for the right to broadcast 
television programs produced by others and program commitments for the right
to broadcast programs in the future. Such programming commitments are
generally made to replace expiring or canceled program rights. During Fiscal
1995, 1996 and 1997, the Company made cash payments of approximately $14,000,
$15,700 and $19,500, respectively, for rights to television programs. The
Fiscal 1997 amount includes the approximate $2,000 non-recurring program
expense resulting from the Company's early termination of a program contract. 
As of September 30, 1997, the Company had commitments to acquire further
program rights through September 30, 2002 totaling $44,099 and anticipates
cash payments for program rights will approximate $16,000 per year for the
foreseeable future. The Company currently intends to fund these commitments
with cash provided by operations.

The Company has begun an evaluation to ensure that its critical information 
systems and technology are "Year 2000 compliant." "Year 2000 compliant" refers 
to information systems and technology that accurately process date/time data 
(including calculating, comparing and sequencing) from, into and between the 
twentieth and twenty-first centuries and, in particular, the years 1999 and 
2000.  The Company has and will continue to make certain investments in its 
software systems and applications as a result of this evaluation.  While no 
current estimate is available, the total cost of ensuring "Year 2000 
compliant" systems is not anticipated to have a material effect on the 
Company's consolidated financial condition or results of operations.

Based upon the Company's current level of operations, management believes that 
available cash, together with available borrowings under the revolving credit 
agreement and lease credit facility, will be adequate to meet the Company's 
anticipated future requirements for working capital, capital expenditures and 
scheduled payments of interest on its debt for the next twelve months. The 
Company anticipates that it may be required to refinance a portion of the  
principal amount of the 11.5% Debentures prior to a mandatory sinking fund  
payment due in 2003.

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. 
Taxes payable to Perpetual are not reduced by losses generated in prior years 
by the Company. In addition, the amount payable by the Company to Perpetual 
under the tax sharing



<PAGE>     35
<PAGE>
agreement is 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 income tax return. 

A District of Columbia income tax return is filed by the Company and separate 
state income tax returns are filed by the Company's subsidiaries, except for 
WSET.  The operations of WSET are included in a combined state income tax 
return filed with other affiliates. WSET's state income tax liability is not 
reduced if losses of the affiliates are used to offset the taxable income of 
WSET for purposes of the combined state income tax return. 

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

Inflation

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

New Accounting Standards

Statements of Financial Accounting Standards (SFAS) No. 130, "Reporting 
Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an 
Enterprise and Related Information" were issued during the year ended 
September 30, 1997.  These statements, which become effective during the 
Company's Fiscal 1999, address presentation and disclosure matters and will 
have no impact on the Company's financial position or results of operations.



<PAGE>     36
<PAGE>
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES

Not Applicable.

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.



<PAGE>     37
<PAGE>
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT

    Executive officers and directors of ACC are as follows:

     Name               Age      Title

Joe L. Allbritton        72   Chairman and Director
Barbara B. Allbritton    60   Vice President and Director
Lawrence I. Hebert       51   President, Vice Chairman and Director
Robert L. Allbritton     28   Executive Vice President, Chief Operating 
                              Officer and  Director
Frederick J. Ryan, Jr.   42   Senior Vice President, Vice Chairman and
                              Director
Jerald N. Fritz          46   Vice President, Legal and Strategic 
                              Affairs, General Counsel
Henry D. Morneault       47   Vice President and Chief Financial Officer
Ray P. Grimes II         48   Vice President, Broadcast Operations, Deputy 
                              Chief Operating Officer

JOE L. ALLBRITTON is the founder of ACC and has been Chairman of the Board of 
Directors since its inception. In addition to his position with ACC, Mr. 
Allbritton has served as Chairman of the Board of Riggs National Corporation 
("Riggs") (owner of banking operations in Washington, D.C., Maryland,
Virginia, Florida and internationally) from 1981 to the present; Chairman of
the Board of Riggs Bank N.A. ("Riggs Bank") since 1983 and its Chief Executive
Officer since 1982; Director of Riggs Bank Europe Ltd. since 1984 and its
Chairman of the Board since 1992; Chairman of the Board and owner since 1958
of Perpetual (owner of ACC and 80% owner through Allnewsco of NewsChannel 8, a 
Virginia-based cable programming service); Chairman of Allnewsco since its 
inception in 1990; Chairman of the Board and owner since 1988 of Westfield; 
Chairman of the Board of Houston Financial Services Ltd. Since 1977; Chairman
of the Board of WSET since 1974; a Manager of KATV, KTUL and WCIV since 1997;
Chairman of the Board of Allfinco, Harrisburg TV and TV Alabama since 1995;
Chairman of the Board of AGI and Allbritton Jacksonville, Inc. ("AJI") since
1996; and a Trustee and President of The Allbritton Foundation since 1971.
Mr. Allbritton is the husband of Barbara B. Allbritton and the father of
Robert L. Allbritton.

BARBARA B. ALLBRITTON has been a Director of ACC since its inception and one
of its Vice Presidents since 1980. In addition to her position with ACC, Mrs. 
Allbritton has been a Director of Riggs since 1991; a Director and Vice
President of WSET since 1976; a Vice President and Director of Perpetual
since 1978; a Director of Houston Financial Services since 1977; a Director
of Allnewsco since 1990; a Trustee and Vice President of The Allbritton 
Foundation since 1971; a Director of Allfinco, Harrisburg TV and TV Alabama
since 1995; a Manager of KATV, KTUL and WCIV since 1997; and a Director of AGI
and AJI since 1996. Mrs. Allbritton is the wife of Joe L. Allbritton and the
mother of Robert L. Allbritton.



<PAGE>     38
<PAGE>
LAWRENCE I. HEBERT has been Vice Chairman of the Board of ACC since 1983, its 
President since 1984 and a Director of ACC since 1981; a Director of Perpetual
since 1980 and its President since 1981; President of Westfield since 1988;
President and a Director of Westfield News Publishing, Inc. since 1991; a
Manager of KATV, KTUL and WCIV and WSET since 1982; Vice Chairman of the Board
of Houston Financial Services since 1977; a Director of Allnewsco since 1989;
President and a Director of ATP since 1989; a Vice President and a Director of
Allfinco since 1995; and a Director of Harrisburg TV and TV Alabama since 1995.
He has been President and a Director of AGI and a Director of AJI since 1996. In
addition, Mr. Hebert was Vice Chairman of the Board of Riggs from 1988 to 1993,
and has been a Director of Riggs since 1988; a Director of Riggs Bank Europe
Ltd. since 1987; a Director of Riggs Bank from 1981 to 1988; a Director of
Allied Capital II Corporation (venture capital fund) since 1989; and a
Trustee of The Allbritton Foundation since 1997.

ROBERT L. ALLBRITTON has been Executive Vice President and Chief Operating 
Officer of ACC since 1994 and a Director of ACC since 1993. He has been a 
Director of Allnewsco since 1992; a Director of Riggs Bank from 1994 to 1997 
and Riggs Bank Europe Ltd. since 1994; a Director of Riggs since 1994; and a 
Trustee and Vice President of The Allbritton Foundation since 1992. He has
been a Director of Perpetual since 1993; President and Director of Allfinco
and Harrisburg TV since 1995; Vice President and a Director of TV Alabama
since 1995; Vice President and a Director of AGI since 1996; Vice President
and a Director of AJI since 1996 and President of KTUL since 1997. He has been
a Manager of KATV, KTUL and WCIV since 1997.  He is the son of Joe L. and
Barbara B. Allbritton.

FREDERICK J. RYAN, JR. has been Vice Chairman, Senior Vice President and a 
Director of ACC since January 1995. He also serves as Chairman of the ACC 
Acquisitions Committee. He has been Vice President of Perpetual and Florida 
Television, Inc. since 1996. He previously served as Chief of Staff to former 
President Ronald Reagan (1989-95) and Assistant to the President in the White 
House (1982-89). Prior to his government service, Mr. Ryan was an attorney
with the Los Angeles firm of Hill, Farrer and Burrill. Mr. Ryan presently
serves as a Director of Ford's Theatre, Vice Chairman of the Ronald Reagan
Presidential Library Foundation and Trustee of Ronald Reagan Institute of
Emergency Medicine at George Washington University. Mr. Ryan is a member of
the Board of Consultants for Riggs Bank and a Director of Riggs Bank Europe
Ltd. in London since 1996.

JERALD N. FRITZ has been a Vice President of ACC since 1987, serving as its 
General Counsel and overseeing strategic planning and governmental affairs. He 
also has served as a Vice President of Westfield and ATP since 1988, a Vice 
President of Allnewsco since 1989 and a Vice President of 78 Inc. and Allfinco 
since 1995. He has been a Vice President of AGI since 1996. From 1981 to 1987, 
Mr. Fritz held several positions with the FCC, including Chief of Staff, 
Legal Counsel to the Chairman and Chief of the Common Carrier Bureau's Tariff 
Division. Mr. Fritz practiced law with the Washington, D.C. firm of Pierson, 
Ball & Dowd, specializing in communications law from 1978 to 1981 and from
1980 to 1983 was on the adjunct faculty of George Mason University Law School 
teaching communications law and policy. Mr. Fritz began his legal career with 
the FCC in 1976 and began his career in broadcasting in 1973 with WGN-TV, 
Chicago.



<PAGE>     39
<PAGE>
HENRY D. MORNEAULT has been a Vice President of ACC since 1992 when he joined 
the Company.  He served as Vice President, Finance and was named Chief 
Financial Officer in 1994. He is also Vice President of AJI.  Prior to joining 
ACC, Mr. Morneault was a Vice President with Chemical Bank specializing in 
media corporate finance. Mr. Morneault had been associated with Chemical Bank 
since 1979 and founded and managed its Broadcast and Cable Industries Group.

RAY P. GRIMES II has been with ACC since September 1993. He was Director of 
Cable Enterprises/New Business Development for ACC from April 1994 until April 
1995 when he became Vice President of Broadcast Operations and Deputy Chief 
Operating Officer. He has also served as the Acting General Manager for WJLA 
from December 1994 until March 1995 and the Acting General Manager for WHTM 
from November 1996 until February 1997.  Since 1995 he has been a Vice 
President of Harrisburg TV and TV Alabama. Prior to joining ACC, Mr. Grimes
was associated with United Cable/United Artist/TCI Cable from 1988 through
1993.



<PAGE>     40
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth compensation paid to the Company's Chief 
Executive Officer and the four most highly compensated Company executive 
officers for Fiscal 1997, 1996 and 1995:
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table <F1>
                         
     Name and                 Fiscal                        Other Annual     All Other
 Princiapal Position          Year      Salary    Bonus     Compensation     Compensation
</CAPTION>
<S>                          <C>       <C>      <C>        <C>              <C>          
Joe L. Allbritton             1997     $550,000                               $115,500 <F2>
     Chairman                 1996      550,000                                115,500 <F2>
                              1995      550,000                                104,800 <F2>

Frederick J. Ryan, Jr. <F3>   1997      150,000                                  4,000 <F4> 
     Senior Vice President    1996      150,000                                  3,500 <F4>
                              1995      109,600             

Jerald N. Fritz <F3><F5>      1997      150,000  $50,000                         4,800 <F4>
     Vice President, Legal    1996      140,000   50,000                         5,300 <F4>
     and Strategic Affairs    1995      128,600   50,000                         3,800 <F4>
  
Henry D. Morneault <F6>       1997      150,000   55,000                         4,900 <F4>
     Chief Financial Officer  1996      136,000   50,000                         5,400 <F4>
                              1995      126,000   50,000                         2,900 <F4>

Ray P. Grimes II              1997      185,000   30,000      $30,200 <F7>       4,700 <F4>
     Deputy Chief Operating   1996      185,000   30,000       38,400 <F7>       3,800 <F4>
     Officer                  1995      162,700   25,000       45,000 <F7>       1,900 <F4>

<F1> Lawrence I. Hebert, President of ACC, and Robert L. Allbritton,Executive 
     Vice President and Chief Operating Officer of ACC, are paid cash 
     compensation by Perpetual for services to Perpetual and other interests 
     of Joe L. Allbritton, including ACC. The allocated portion of such 
     compensation to ACC in each case is less than $100,000, and their 
     compensation is, therefore, not included herein.
<F2> Represents the imputed premium cost related to certain split dollar life 
     insurance policies on the life of Mr. Allbritton. The annual premiums on 
     such policies are paid by ACC. Upon the death of the insured, ACC will 
     receive the cash value of the policies up to the amount of its 
     investments, and the remaining proceeds will be paid to the insured's 
     beneficiary. The imputed premium cost is calculated on the difference 
     between the face value of the policy and the cash surrender value.
<F3> Frederick J. Ryan, Jr. and Jerald N. Fritz receive additional 
     compensation from Perpetual for services to Perpetual and other interests 
     of Joe L. Allbritton, including the Company. This additional compensation 
     is not allocated among these interests, and the Company does not 
     reimburse Perpetual for any portion of this additional compensation to 
     Mr. Ryan and Mr. Fritz. The portion of the additional compensation paid 
     by Perpetual to Mr. Ryan and Mr. Fritz that may be attributable to their 
     services to the Company has not been quantified.  Such portion is not 
     material to the consolidated financial condition or results of operations 
     of the Company.
<F4> These amounts reflect annual contributions by ACC to the Company's
     401(k) Plan.
<F5> Prior to Fiscal 1997, Jerald N. Fritz  was paid compensation by ACC for 
     services to the Company and Perpetual. Perpetual  reimbursed ACC for 
     $12,000 of Mr. Fritz's compensation in both Fiscal 1995 and 1996.
<F6> Henry D. Morneault is paid compensation by ACC for services to the 
     Company and Perpetual. Perpetual has reimbursed ACC for $33,800, $33,800 
     and $37,500  of Mr. Morneault's compensation in Fiscal 1995, 1996 and 
     1997, respectively.
<F7> Represents in Fiscal 1997 the compensation related to country club fees 
     ($18,100) and other miscellaneous items; in Fiscal 1996, the compensation 
     related to a company provided automobile ($10,200), incentive trip 
     ($11,600) and country club fees ($16,600).; and in Fiscal 1995,  
     commissions paid ($27,000) and other miscellaneous items.  


<PAGE>     41
<PAGE>
The Company does not have a Compensation Committee of its Board of Directors. 
Compensation of executive officers is determined by Joe L. Allbritton,
Lawrence I. Hebert and Robert L. Allbritton.  Directors of the Company are not 
separately compensated for membership on the Board of Directors.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN
         BENEFICIAL OWNERS AND MANAGEMENT

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

ACC Common Stock

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

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

In the event of a liquidation, dissolution or winding up of ACC, holders of
ACC Common Stock are entitled to share ratably in assets available for
distribution after payments to creditors and to holders of any preferred stock
of ACC that may at the time be outstanding. The holders of ACC Common Stock
have no preemptive rights to subscribe to additional shares of capital stock
of ACC. Each share of ACC Common Stock is entitled to one vote in elections
for directors and all other matters submitted to a vote of ACC's stockholder. 
The capital stock of Perpetual held by Joe L. Allbritton (the "Perpetual
Capital Stock") has been pledged to secure indebtedness owed by him under a
loan agreement with a commercial bank. Under the terms of such pledge the bank
may, among other things, upon the occurrence of an event of default, sell the 
Perpetual Capital Stock at a public or private sale and may exercise all
voting or consensual rights, subject to any required approval of the FCC. This 
agreement with the bank contains customary representations, warranties and 
default provisions, including restrictions upon his right to sell the
Perpetual Capital Stock and the right of Perpetual to sell the ACC Common
Stock through its ownership in AGI. Any such sale could constitute a "Change
of Control" under the Company's outstanding debentures.



<PAGE>     42
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         (Dollars in thousands)


Distributions to Related Parties

The Company periodically makes advances in the form of distributions to 
Perpetual.  Prior to the Contribution, WSET and WCIV made cash advances to 
Westfield.  For Fiscal 1997, the Company made cash advances net of repayments 
to Perpetual of $12,904. In Fiscal 1997, the Company generated a benefit from 
federal income taxes of $691.  This benefit was effectively distributed to 
Perpetual as such benefit will not be recognized in future years pursuant to 
the terms of the tax sharing agreement between the companies. The advances to 
these related parties are non-interest bearing and, as such, do not reflect 
market rates of interest-bearing loans to unaffiliated third parties. 

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

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

Under the terms of the Company's borrowing agreements, future advances, 
distributions and dividends to related parties are subject to certain 
restrictions. The Company anticipates that, subject to such restrictions, ACC 
will make distributions and loans to related parties in the future. 
Subsequent to September 30, 1997 and through November 25, 1997, the Company
made additional net distributions to owners of approximately $16,700.

Management Fees

Management fees of $343 were paid to Perpetual by the Company for Fiscal 1997. 
The Company also paid executive compensation in the form of management fees
to Joe L. Allbritton for Fiscal 1997 in the amount of $550. The Company
believes that payments to Perpetual and Mr. Allbritton 


<PAGE>     43
<PAGE>
will continue in the
future. See "Management-Executive Compensation."  Management believes that the
amount of the management fees is at least as favorable to the Company as those
prevailing for comparable transactions with or involving unaffiliated parties.

Other Services

On July 1, 1995, 78, Inc., a wholly-owned subsidiary of Perpetual, was formed 
to provide sales, marketing and related services to both the Company and 
Allnewsco. Certain employees of the Company became employees of 78, Inc.  The 
Company was charged approximately $7,163 during the year ended September 30, 
1996 for services provided by 78, Inc., which represents the Company's share
of 78, Inc.'s costs relating to the provision of such services, determined
based on the Company's usage of such services. These costs are included in
television operating expenses in the consolidated statements of operations. 
Effective October 1, 1996, the Company ceased utilizing 78, Inc. for the
provision of these services and re-established these functions internally.  At
September 30, 1996, the Company recorded a $1,578 receivable from 78, Inc.
representing expenses paid on behalf of 78, Inc. by the Company during the
year.  On December 20, 1996, this receivable was fully repaid by 78, Inc.

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. 
Taxes payable to Perpetual are not reduced by losses generated in prior years 
by the Company. In addition, the amount payable by the Company to Perpetual 
under the tax sharing agreement is not reduced if losses of other members of 
the Perpetual group are utilized to offset taxable income of the Company for 
purposes of the consolidated federal income tax return. 

A District of Columbia income tax return is filed by the Company, and separate 
state income tax returns are filed by the Company's subsidiaries, except for 
WSET.  The operations of WSET are included in a combined state income tax 
return filed with other affiliates. WSET's state income tax liability is not 
reduced if losses of the affiliates are used to offset the taxable income of 
WSET for purposes of the combined state income tax return.

The provision for income taxes is determined in accordance with Statement of 
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," 
which requires that the consolidated amount of current and deferred income tax 
expense for a group that files a consolidated income tax return be allocated 
among members of the group when those members issue separate financial 
statements. Perpetual, and prior to the Contribution, Westfield, allocated a 
portion of their respective consolidated current and deferred income tax 
expense to the Company as if the Company and its subsidiaries were separate 
taxpayers. The Company records deferred tax assets, to the extent it is 
considered more likely than not that such assets will be realized in future 
periods, and deferred tax liabilities for the tax effects of the differences 
between the bases of its assets and liabilities for tax and financial
reporting purposes. To the extent a deferred tax asset



<PAGE>     44
<PAGE>
would be recorded due
to the incurrence of losses for federal income tax purposes, any such benefit 
recognized is effectively distributed to Perpetual as such benefit will not be 
recognized in future years pursuant to the tax sharing agreement. 

Office Space

ACC leases corporate headquarters space from Riggs Bank which owns office 
buildings in Washington, D.C.  Riggs Bank is a wholly-owned subsidiary of 
Riggs, approximately 36.9% of the common stock of which is deemed to be 
beneficially owned by Riggs' Chairman, Joe L. Allbritton. During Fiscal 1997, 
ACC incurred expenses to Riggs Bank of $220 for this space.  ACC expects to
pay approximately $260 for such space during Fiscal 1998. Management believes
the same terms and conditions would have prevailed had they been negotiated
with a nonaffiliated company. 

Local Advertising Revenues

Although WJLA did not receive any local advertising revenues from Riggs Bank 
during Fiscal 1997, it is anticipated that Riggs Bank may advertise on WJLA in 
the future.  The amount of advertising it may purchase is unknown.  Management 
believes that the terms of the transactions would be substantially the same or 
at least as favorable to ACC as those prevailing for comparable transactions 
with or involving nonaffiliated companies. 



<PAGE>     45
<PAGE>
PART IV

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


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

     (1)  Consolidated Financial Statements

          See Index on p. F-1 hereof.
   
     (2)  Financial Statement Schedule II - Valuation and Qualifying
          Accounts and Reserves

          See Index on p. F-1 hereof.

     (3)  Exhibits

          See Index on p. A-1 hereof.

(b)  No reports on Form 8-K were filed during the fourth quarter of Fiscal
     1997.
 

 
<PAGE>     46


<PAGE>
ALLBRITTON COMMUNICATIONS COMPANY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
     
                                                                      Page

Report of Independent Accountants                                      F-2
Consolidated Balance Sheets as of September 30, 1996 and 1997          F-3
Consolidated Statements of Operations and Retained Earnings
   for the Years Ended September 30, 1995, 1996 and 1997               F-4
Consolidated Statements of Cash Flows for the Years Ended
   September 30, 1995, 1996 and 1997                                   F-5
Notes to Consolidated Financial Statements                             F-6
Financial Statement Schedule for the Years Ended
   September 30, 1995, 1996 and 1997
   II- Valuation and Qualifying Accounts and Reserves                  F-20

<PAGE>    F-1
<PAGE>
                    REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholder 
Allbritton Communications Company

In our opinion, the consolidated financial statements, including the financial 
statement schedule, 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, 1996 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended September 
30, 1997, in conformity with generally accepted accounting principles. These 
financial statements are the responsibility of the Company's management; our 
responsibility is to express an opinion on these financial statements based on 
our audits. We conducted our audits of these statements in accordance with 
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements, 
assessing the accounting principles used and significant estimates made by 
management, and evaluating the overall financial statement presentation. We 
believe that our audits provide a reasonable basis for the opinion expressed 
above.




PRICE WATERHOUSE LLP

Washington, D.C.
November 25, 1997
<PAGE>     F-2
<PAGE>

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

                                                                                                  
                                                                              September 30,
                                                                            -----------------
                                                                            1996         1997
                                                                            ----         ----
</CATION>
<S>                                                                       <C>         <C>
                                ASSETS
Current assets
     Cash and cash equivalents                                            $ 12,108    $   7,421
     Accounts receivable, less allowance for doubtful
          accounts of $1,385 and $1,618                                     29,219       34,569
     Program rights                                                         16,298       15,244
     Deferred income taxes                                                   1,473        2,617
     Receivable from related party                                           1,578           --
     Interest receivable from related party                                    492          492
     Other                                                                   1,795        2,405
                                                                           -------     --------
          Total current assets                                              62,963       62,748

Property, plant and equipment, net                                          52,333       51,921
Intangible assets, net                                                     150,187      150,493
Deferred financing costs and other                                          11,780       10,477
Deferred income taxes                                                           76           --
Cash surrender value of life insurance                                       3,787        4,674
Program rights                                                                 652          664
                                                                          --------     --------
                                                                          $281,778     $280,977
                                                                          ========     ========
          LIABILITIES AND STOCKHOLDER'S INVESTMENT

Current liabilities          
     Current portion of long-term debt                                    $    806     $  1,320
     Accounts payable                                                        6,091        3,620
     Accrued interest payable                                               10,724       10,765
     Program rights payable                                                 20,199       19,718
     Accrued employee benefit expenses                                       3,043        3,728
     Other accrued expenses                                                  4,822        5,079
                                                                           -------      -------
          Total current liabilities                                         45,685       44,230

Long-term debt                                                             402,187      414,402
Program rights payable                                                       1,391          966
Deferred rent and other                                                      3,201        3,067
Accrued employee benefit expenses                                            1,706        1,836
Deferred income taxes                                                           --        2,039
                                                                           -------      -------
          Total liabilities                                                454,170      466,540
                                                                           -------      -------
Commitments and contingent liabilities (Note 10)
Stockholder's investment
     Preferred stock, $1 par value, 800 shares authorized, none issued        --           -- 
     Common stock, $.05 par value, 20,000 shares authorized, issued 
        and outstanding                                                          1            1
     Capital in excess of par value                                          6,955        6,955
     Retained earnings                                                      45,102       44,835
     Distributions to owners, net (Note 8)                                (224,450)    (237,354)
                                                                          ---------    ---------
          Total stockholder's investment                                  (172,392)    (185,563)
                                                                          ---------    ---------
                                                                          $281,778     $280,977
                                                                          =========    ========

See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>     F-3
<PAGE>
<TABLE>
<CAPTION>
                           ALLBRITTON COMMUNICATIONS COMPANY
              CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                             (Dollars in thousands)
                                               
                                                        Years Ended September 30,
                                                        -------------------------
                                                       1995      1996       1997
                                                       ----      ----       ----
</CAPTION>                                                                                
<S>                                                 <C>       <C>        <C>   
Operating revenues, net                             $138,151  $155,573   $172,828
                                                    --------  --------   --------
Television operating expenses, excluding
   depreciation and amortization                      75,199    92,320    105,630
Depreciation and amortization                          4,752    10,257     19,652
Corporate expenses                                     3,753     5,112      4,382
                                                     -------  --------   --------
                                                      83,704   107,689    129,664
                                                     -------  --------   --------
Operating income                                      54,447    47,884     43,164

Nonoperating income (expense)
   Interest income
     Related party                                     2,212     2,212      2,212
     Other                                               126     1,032        221
   Interest expense                                  (22,708)  (35,222)   (42,870)
   Other, net                                           (233)   (1,101)    (1,193)
                                                      -------   -------    -------
Income before income taxes, minority interest and
   extraordinary item                                 33,844    14,805      1,534
Provision for income taxes                            13,935     7,812      1,110
                                                      -------   -------    -------
Income before minority interest and extraordinary   
   item                                               19,909     6,993        424
Minority interest in net losses of consolidated
   subsidiaries                                           --     1,300         -- 
Extraordinary loss on early repayment of debt,
   net of income tax benefit of $5,387                    --     7,750         --
                                                      ------     -----      ------
Net income                                            19,909       543        424
Retained earnings, beginning of year                  43,077    62,940     45,102
Dividend from WSET and WCIV to
   Westfield (Note 8)                                     --   (18,371)        --
Tax benefit distributed                                  (46)      (10)      (691)           
                                                     -------   -------    -------
Retained earnings, end of year                      $ 62,940  $ 45,102   $ 44,835
                                                    ========  ========   ========

See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>     F-4
<PAGE>
<TABLE>
<CAPTION>
                              ALLBRITTON COMMUNICATIONS COMPANY
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Dollars in thousands)
  
                                                                     Years Ended September 30,         
                                                                     -------------------------
                                                                    1995      1996      1997
                                                                    ----      ----      ----
</CAPTION>
<S>                                                               <C>         <C>        <C>
Cash flows from operating activities:
 Net income                                                       $ 19,909     $   543  $   424
                                                                  --------    --------  -------
 Adjustments to reconcile net income to net
   cash provided by operating activities:    
  Depreciation and amortization                                      4,752      10,257   19,652
  Minority interest in net losses of
   consolidated subsidiaries                                            --      (1,300)      -- 
  Other noncash charges                                                427         997    1,182
  Noncash tax benefit distributed                                       --          --     (691)
  Extraordinary loss on early repayment of debt                         --       7,750       -- 
  Provision for doubtful accounts                                      755         752      576
  (Gain) loss on disposal of assets                                   (190)         90       28
  Changes in assets and liabilities:
   (Increase) decrease in assets:
     Accounts receivable                                            (4,566)     (1,130)  (5,926)
     Program rights                                                 (1,856)     (1,240)   1,042
     Receivable from related party                                      --      (1,578)   1,578
     Other current assets                                            1,104          21     (342)
     Other noncurrent assets                                        (1,075)     (1,370)    (545)
     Deferred income taxes                                            (113)      1,686      971
    Increase (decrease) in liabilities:
     Accounts payable                                                 (393)      3,483   (2,471)
     Accrued interest payable                                           59       6,249       41
     Program rights payable                                          3,718       1,589     (906)
     Accrued employee benefit expenses                                (246)        547      815
     Other accrued expenses                                           (274)        887      257
     Deferred rent and other liabilities                               134         137     (134)
                                                                    -------     ------   -------
        Total adjustments                                            2,236      27,827   15,127
                                                                    -------     ------   -------
        Net cash provided by operating activities                   22,145      28,370   15,551
                                                                    -------     ------   -------
Cash flows from investing activities:
 Capital expenditures                                               (2,777)    (20,838) (12,140)
 Purchase of option to acquire assets of WJSU                           --     (10,000)  (5,348)
 Proceeds from disposal of assets                                      234          85      125
 Acquisitions, net of cash acquired                                     --    (135,656)      -- 
 Minority interest investment in 
  consolidated subsidiaries                                             --       1,300        
                                                                     ------    -------   ------
          Net cash used in investing activities                     (2,543)   (165,109) (17,363)
                                                                     ------    -------   ------
Cash flows from financing activities:
 Proceeds from issuance of debt                                         --     285,725       -- 
 Deferred financing costs                                               --      (7,605)      -- 
 Prepayment penalty on early repayment
    of debt                                                             --     (12,934)      -- 
 Draws (repayments) under lines of credit, net                         500      (5,000)  10,600
 Principal payments on long-term debt and
    capital leases                                                  (2,222)    (80,365)    (571)
 Distributions to owners, net of certain charges                   (30,923)    (47,397) (52,597)
 Repayments of distributions to owners                              14,142      12,785   39,693
 Other                                                                 (46)       (178)      --     
                                                                    ------     -------   -------
          Net cash (used in) provided by financing activities      (18,549)    145,031   (2,875)
                                                                    ------     -------   -------
Net increase (decrease) in cash and cash equivalents                 1,053       8,292   (4,687)
Cash and cash equivalents, beginning of year                         2,763       3,816   12,108
                                                                     -----      ------    ------
Cash and cash equivalents, end of year                           $   3,816    $ 12,108 $  7,421
                                                                     =====      ======   ====== 

See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>     F-5<PAGE>
                            ALLBRITTON COMMUNICATIONS COMPANY
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Dollars in thousands)


NOTE 1 - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Allbritton Communications Company (the Company) is an indirectly wholly-owned 
subsidiary of Perpetual Corporation (Perpetual), a Delaware corporation, which
is controlled by Mr. Joe L. Allbritton. The Company owns and operates seven
ABC network affiliate television stations which include:

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

The Company also operates WJSU in Anniston, Alabama under a local 
marketing agreement (LMA) and engages in various activities relating
to the production and distribution of television programming.

Consolidation-The consolidated financial statements include the
accounts of the Company and its wholly and majority-owned subsidiaries
after elimination of all significant intercompany accounts and transactions.
Minority interest represents a minority owner's 20% share of the net losses
of two of the Company's subsidiaries, to the extent of the minority interest 
investment.

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

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

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

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

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

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

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

Intangible assets-Intangible assets consist of values assigned to broadcast 
licenses and network affiliations, favorable terms on contracts and leases and 
the option to acquire the assets of WJSU (the Option) (see Note 3).  The 
amounts assigned to intangible assets were based on the results of 
independent valuations and are amortized on a straight-line basis over their 
estimated useful lives.  Broadcast licenses and network affiliations are 
amortized over 40 years, the premiums for favorable terms on contracts and 
leases are amortized over the terms of the related contracts and leases (19 to 
25 years), and the Option is amortized over the term of the Option and the 
associated LMA (10 years). The Company assesses the recoverability of 
intangible assets on an ongoing basis by evaluating whether amounts can be 
recovered through undiscounted cash flows over the remaining 
amortization period.

<PAGE>     F-7
<PAGE>
                            ALLBRITTON COMMUNICATIONS COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                (Dollars in thousands)

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

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

Concentration of credit risk-Financial instruments that potentially subject the 
Company to concentrations of credit risk consist principally of certain cash 
and cash equivalents and receivables from advertisers. The Company invests its 
excess cash with high-credit quality financial institutions and at September 
30, 1997 had an overnight repurchase agreement with a financial institution for 
$6,560.  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.  Taxes payable to Perpetual are not reduced by 
losses generated in prior years by the Company.  In addition, the amount 
payable by the Company to Perpetual under the tax sharing agreement is 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 income tax return.

Prior to the Contribution (see Note 2), the operations of WSET and WCIV were 
included in a consolidated federal income tax return filed by Westfield News 
Advertiser, Inc. (Westfield), an affiliate of the Company which is 100% owned 
by Mr. Joe L. Allbritton.  In accordance with the terms of tax sharing 
agreements between Westfield and WSET and WCIV, federal income tax 
liabilities of WSET and WCIV were paid to Westfield and were computed based 
upon statutory federal income tax rates applied to each entity's taxable 
income.  For periods subsequent to the Contribution, the operations of WSET and 
WCIV are included in the consolidated federal income tax return filed by 
Perpetual in accordance with the tax sharing agreement between the Company 
and Perpetual.

A District of Columbia income tax return is filed by the Company, and separate 
state income tax returns are filed by the Company's subsidiaries, except for 
WSET.  The operations of WSET are

<PAGE>     F-8
<PAGE>
                           ALLBRITTON COMMUNICATIONS COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                (Dollars in thousands)

included in a combined state income tax return filed with other affiliates.  
WSET's state income tax liability is not reduced if losses of the affiliates 
are used to offset the taxable income of WSET for purposes of the combined 
state income tax return.

The provision for income taxes is determined in accordance with Statement of 
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," 
which requires that the consolidated amount of current and deferred income tax 
expense for a group that files a consolidated income tax return be allocated 
among members of the group when those members issue separate financial 
statements.  Perpetual, and prior to the Contribution, Westfield, allocate a 
portion of their respective 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 
losses for federal income tax purposes, any such benefit recognized is 
effectively distributed to Perpetual as such benefit will not be 
recognized in future years pursuant to the tax sharing agreement.

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

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

New pronouncements-Statements of Financial Accounting Standards (SFAS) No. 130, 
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments 
of an Enterprise and Related Information" were issued during the year ended 
September 30, 1997.  These statements, which become effective during the 
Company's fiscal year 1999, address presentation and disclosure matters and 
will have no impact on the Company's financial position or results of 
operations.  

NOTE 2 - CONTRIBUTION OF WSET AND WCIV

The common stock of WSET and WCIV, which was formerly held by Westfield, was 
contributed to the Company on March 1, 1996 (the Contribution).  Since the 
Contribution represents a transfer of assets between entities under common 
control, the amounts transferred were recorded at historical cost.  Further, as 
the Company, WSET and WCIV were indirectly owned by Mr. Joe L.


<PAGE>     F-9
<PAGE>
                            ALLBRITTON COMMUNICATIONS COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                (Dollars in thousands)

Allbritton for all periods in which the consolidated financial statements are 
presented, the Company's consolidated financial statements have been
retroactively restated to reflect the Contribution (See Note 8).


NOTE 3 - ACQUISITIONS, LOCAL MARKETING AGREEMENT AND ASSOCIATED 
OPTION 

In March 1996, the Company acquired an 80% interest in the assets and certain 
liabilities of WHTM and WCFT for approximately $135,656. The acquisitions were 
accounted for as purchases and accordingly, the cost of the acquired entities 
was assigned to the identifiable tangible and intangible assets acquired and 
liabilities assumed based on their fair values at the respective dates of 
the purchases. The results of operations of WHTM and WCFT are included in the 
Company's consolidated financial statements for the period subsequent to the 
acquisitions.   

In December 1995, the Company, through an 80%-owned subsidiary, entered into a 
ten-year LMA with the owner of WJSU, a television station operating in 
Anniston, Alabama. The LMA provides for the Company to supply program services 
to WJSU, to operate the station and to retain all revenues from advertising 
sales.  In exchange, the Company pays all station operating expenses and 
certain management fees to the station's owner.  The operating revenues and 
expenses of WJSU are therefore included in the Company's consolidated financial 
statements since December 1995.  In connection with the LMA, the Company 
entered into the Option to acquire the assets of WJSU.  The cost of the Option 
totaled $15,348, of which $10,000 was paid in December 1995 and $5,348 
was paid in January 1997. The Option is exercisable, subject to certain
conditions, for additional consideration of $3,337.

The following pro forma summary presents the unaudited consolidated results of 
operations of the Company for the years ended September 30, 1995 and 1996 as if 
the offering of the Debentures (see Note 6) and the application of the net 
proceeds thereof (including the above acquisitions and LMA) had occurred at the 
beginning of fiscal year 1995.  The results presented in the pro forma 
summary do not necessarily reflect the results that would have actually been 
obtained if the offering, acquisitions and LMA had occurred at the beginning of 
each year.

                                                        (Unaudited)
                                              Years Ended September 30,
                                              -------------------------
                                                 1995          1996
                                                 ----          ----
                                                   
     Operating revenues, net                 $162,300      $164,933
     Income before extraordinary item           9,679         4,204
     Net income (loss)                          1,929        (3,546)



<PAGE>     F-10
<PAGE>
                            ALLBRITTON COMMUNICATIONS COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                (Dollars in thousands)


NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:

                                                    September 30,
                                                    -------------
                                                   1996        1997 
                                                   ----        ----

     Buildings and leasehold improvements      $ 19,538    $ 20,391
     Furniture, machinery and equipment          89,503      97,685
     Equipment under capital leases               4,727       7,277
                                               --------   ---------
                                                113,768     125,353
     Less accumulated depreciation              (64,868)    (78,353)
                                               --------   ---------
                                                 48,900      47,000
     Land                                         2,517       2,508
     Construction-in-progress                       916       2,413
                                               --------   ---------
                                               $ 52,333    $ 51,921
                                               ========   =========

Depreciation and amortization expense was $3,771, $6,723 and $14,155 for the 
years ended September 30, 1995, 1996 and 1997, respectively, which includes 
amortization of equipment under capital leases.


NOTE 5 - INTANGIBLE ASSETS

Intangible assets consist of the following:
                                                           September 30,
                                                           -------------
                                                         1996        1997
                                                         ----        ----

     Broadcast licenses and network affiliations     $149,788    $150,243
     Option to purchase the assets of WJSU             10,000      15,348
     Other intangibles                                  7,648       7,648
                                                     --------    --------
                                                      167,436     173,239
     Less accumulated amortization                    (17,249)    (22,746)
                                                     --------    --------
                                                     $150,187    $150,493
                                                     ========    ========

Amortization expense was $981, $3,534 and $5,497 for the years ended September 
30, 1995, 1996 and 1997, respectively.  The Company does not separately 
allocate amounts between broadcast licenses and network affiliations.



<PAGE>     F-11
<PAGE>
                          ALLBRITTON COMMUNICATIONS COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                (Dollars in thousands)


NOTE 6 - LONG-TERM DEBT

Outstanding debt consists of the following:
                                                                September 30,
                                                                1996     1997

Senior Subordinated Debentures, due November 30, 2007 
 with interest payable semi-annually at 9.75%                 $275,000 $275,000
Senior Subordinated Debentures, due August 15, 2004
 with interest payable semi-annually at 11.5%, mandatory 
 sinking fund payment of $60,500 and $62,500 due 
 August 15, 2003 and 2004, respectively                        123,000  123,000
Revolving Credit Agreement, maximum amount of $40,000, 
 expiring April 16, 2001, secured by the outstanding stock of
 the Company and its subsidiaries, interest payable quarterly at 
 various rates from prime or LIBOR plus 1% to 2%, depending
 on certain financial operating tests ($10,000 at 8.22%
 and $2,700 at 9.75% at September 30, 1997)                      2,100   12,700
Master Lease Finance Agreement, maximum amount of
 $10,000, secured by the assets acquired, interest payable
 monthly at variable rates as determined on the acquisition
 date for each asset purchased (8.41%-8.93% at 
 September 30, 1997) (See Note 10)                               4,466    6,444
                                                              --------  --------
                                                               404,566  417,144
Less unamortized discount                                       (1,573)  (1,422)
                                                              --------  -------
                                                               402,993  415,722
Less current maturities                                           (806)  (1,320)
                                                              --------  --------
                                                              $402,187 $414,402
                                                              ======== =========

On February 6, 1996, the Company completed a $275,000 offering of its 9.75% 
Senior Subordinated Debentures due 2007 (the Debentures) at a discount of 
$1,375.  A portion of the proceeds of the offering were used to finance the 
acquisitions of WHTM, WCFT and the Option and to repay amounts outstanding 
under certain previously existing financing facilities. A prepayment penalty on 
the early repayment of one of the facilities and the accelerated amortization 
of the related unamortized deferred financing costs totaled approximately 
$13,137 before applicable income tax benefit of approximately $5,387.  This 
loss was reflected as an extraordinary loss of $7,750 in the consolidated 
statements of operations for the year ended September 30, 1996.



<PAGE>     F-12
<PAGE>
                          ALLBRITTON COMMUNICATIONS COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                (Dollars in thousands)

Unamortized deferred financing costs of $9,916 and $8,935 at September 30, 1996 
and 1997, respectively, are included in deferred financing costs and other 
noncurrent assets in the consolidated balance sheets. Amortization of the 
deferred financing costs for the years ended September 30, 1995, 1996 and 1997 
was $385, $835 and $1,031, respectively, which is included in other 
nonoperating expenses.

Under the existing financing agreements, the Company agrees to abide by 
restrictive covenants which place limitations upon payments of cash dividends, 
issuance of capital stock, investment transactions, incurrence of additional 
obligations and transactions with Perpetual and other related parties. In 
addition, the Company must maintain specified levels of operating cash flow 
and/or working capital and comply with other financial covenants.  The Company 
is also required to pay a commitment fee of .375% per annum based on any unused 
portion of the Revolving Credit Agreement.

Future principal maturities, excluding payments under the Master Lease Finance 
Agreement, during the next five years include $12,700 due in 2001.

The Company estimates the fair value of its Senior Subordinated Debentures and 
amounts outstanding under its Revolving Credit Agreement to be approximately 
$397,900 and $416,800 at September 30, 1996 and 1997, respectively.


NOTE 7 - INCOME TAXES

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

                               Years ended September 30,
                               -------------------------
                             1995           1996        1997
                             ----           ----        ----
Current
     Federal              $11,749         $5,297     $  (691)
     State                  2,299            812         830
                          -------         ------     --------
                           14,048          6,109         139
                          -------         ------     --------
Deferred
    Federal                  (143)           215       1,443
    State                      30          1,488        (472)
                          -------         ------     --------      
                             (113)         1,703         971
                          -------         ------     --------
                          $13,935         $7,812      $1,110
                          =======         ======     ========

<PAGE>     F-13
<PAGE>
                             ALLBRITTON COMMUNICATIONS COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                (Dollars in thousands)


A prepayment penalty on the early repayment of a financing facility during the 
year ended September 30, 1996 resulted in an extraordinary loss (see Note 6).  
This extraordinary loss of $7,750 is presented net of the applicable income tax 
benefit in the accompanying statement of operations.  The $5,387 benefit for 
income taxes arising from the extraordinary loss consisted of a $4,598 benefit 
for federal income tax purposes at the statutory rate of 35% and a $789 benefit 
for local income tax purposes, net of the federal effect.

The components of deferred income tax assets (liabilities) are as follows:

                                                        September 30, 
                                                        -------------
                                                       1996         1997
                                                       ----         ----
Deferred income tax assets:
   State and local operating loss carryforwards      $2,637       $2,924
   Deferred rent                                      1,063        1,118
   Accrued employee benefits                          1,015        1,134
   Allowance for accounts receivable                    549          653
   Other                                                415          657
                                                     -------      ------
                                                      5,679        6,486
   Less: valuation allowance                         (1,908)      (1,675)
                                                     -------      -------
                                                      3,771        4,811
                                                     -------      -------
Deferred income tax liabilities:
   Depreciation and amortization                     (2,222)      (4,233)
                                                     -------      -------
Net deferred income tax assets                       $1,549      $   578
                                                     =======      =======

The Company has approximately $55,482 in state and local operating loss 
carryforwards in certain jurisdictions available for future use for state and 
local income tax purposes. Of these operating loss  carryforwards, $2,761 
expire between 1999 and 2000, $11,943 expire between 2004 and 2007, and 
$40,778 expire between 2009 and 2012.  The change in the valuation allowance 
for deferred tax assets of $(379), $1,020 and $(233) during the years ended 
September 30, 1995, 1996 and 1997, respectively, principally resulted from 
management's evaluation of the recoverability of the loss carryforwards.


<PAGE>     F-14
<PAGE>
                           ALLBRITTON COMMUNICATIONS COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                (Dollars in thousands)


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

                                                    Years ended September 30,
                                                    -------------------------
                                                     1995        1996   1997  
                                                     ----        ----   ----
Statutory federal income tax rate                     35.0%     35.0%   34.0%
State income taxes, net of federal income tax benefit  5.2       4.8    20.2
Non-deductible expenses, principally amortization of
  certain intangible assets, insurance premiums and
  meals and entertainment                              1.8       4.5    33.2
Change in valuation allowance                         (1.1)      6.9   (15.2)
Other, net                                             0.3       1.6     0.2
                                                      -----     -----   -----
Effective income tax rate                             41.2%     52.8%   72.4%
                                                      =====     =====   =====

NOTE 8 - TRANSACTIONS WITH OWNERS AND RELATED PARTIES

In the ordinary course of business, the Company makes cash advances in the form 
of distributions to Perpetual.  Prior to the Contribution, WSET and WCIV made 
cash advances to Westfield. 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 
Company's consolidated balance sheets.   


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



The following summarizes these and certain other transactions with related 
parties:

                                                Years ended September 30,
                                                -------------------------
                                               1995        1996      1997
                                               ----        ----      ----
 Distributions to owners, beginning of
   year                                    $186,994    $203,775  $224,450
 Cash advances                               42,853      52,667    52,597
 Repayment of cash advances                 (14,142)    (12,785)  (39,693)
 (Charge) benefit for federal income taxes  (11,884)       (826)      691
 Dividends declared by WSET
    and WCIV                                     --     (18,371)       -- 
 Tax benefit distributed                        (46)        (10)     (691)
                                           ---------   --------- ---------
Distributions to owners, end of year       $203,775    $224,450  $237,354
                                           =========   ========= =========
Weighted average amount of non-interest
   bearing advances outstanding during
   the year                                $178,761    $197,205  $218,026
                                           =========   ======== =========

Subsequent to September 30, 1997 and through November 25, 1997, the Company 
made additional net distributions to owners of approximately $16,700.

In connection with the transactions by which the Contribution was consummated, 
WSET and WCIV declared non-cash dividends to Westfield in the amount of $18,371 
which represented the cumulative net advances made from WSET and WCIV to 
Westfield as of the date of the Contribution.  The dividend has therefore been 
reflected as a reduction to retained earnings and distributions to owners 
during the year ended September 30, 1996.

Included in distributions to owners is a $20,000 loan made in 1991 by the 
Company to ALLNEWSCO, Inc. (Allnewsco), an affiliate of the Company which is 
owned by Mr. Joe L. Allbritton.  This amount has been included in the 
consolidated financial statements on a consistent basis with other cash 
advances to related parties. The $20,000 note receivable from Allnewsco has 
stated repayment terms consisting of annual principal installments approximating
$2,220 commencing January 1997 through January 2005.  During the year ended 
September 30, 1997, the Company deferred the first annual principal installment 
payment.  The Company is currently renegotiating the note to extend the 
maturity to January 2008 and defer all principal installments until maturity, 
with the principal balance also due upon demand.  The note has a stated 
interest rate  of 11.06% and interest is payable semi-annually.  During each of 
the years ended September 30, 1995, 1996 and 1997, the Company earned interest 
income from this note of approximately $2,200. At September 30, 1996 and 1997, 
interest receivable from Allnewsco under this note totaled $492.  Allnewsco is 
current on its interest payments.



<PAGE>     F-16
<PAGE>
                            ALLBRITTON COMMUNICATIONS COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                (Dollars in thousands)


Management fees of $180, $180 and $343 were paid to Perpetual by the Company 
for the years ended September 30, 1995, 1996 and 1997, respectively.  The 
Company also paid management fees to Mr. Joe L. Allbritton in the amount of 
$550 for each of the years ended September 30, 1995, 1996 and 1997.  Management 
fees are included in corporate expenses in the consolidated statements of 
operations and management believes such charges to be reasonable.

Charitable contributions of approximately $283 and $685 were paid to the 
Allbritton Foundation by the Company for the years ended September 30, 1995 and 
1996, respectively.

The Company maintains banking relationships with and leases certain office 
space from Riggs Bank N.A. (Riggs).  Riggs is a  wholly-owned subsidiary of
Riggs National Corporation, of which Mr. Joe L. Allbritton is the Chairman
of the Board of Directors and a significant stockholder.  The majority of the
Company's cash and cash equivalents was on deposit with Riggs at September 30,
1996 and 1997. Additionally, the Company incurred $167, $192 and $220 in rental
expense related to office space leased from Riggs for the years ended September
30, 1995, 1996 and 1997, respectively.

On July 1, 1995, 78, Inc., also a wholly-owned subsidiary of Perpetual, was 
formed to provide sales, marketing and related services to both the Company and 
Allnewsco. Certain employees of the Company became employees of 78, Inc. The 
Company was charged approximately $7,163 during the year ended September 30, 
1996 for services provided by 78, Inc., which represents the Company's share of 
78, Inc.'s costs relating to the provision of such services, determined based 
on the Company's usage of such services. These costs are included in television 
operating expenses in the consolidated statements of operations.  Effective 
October 1, 1996, the Company ceased utilizing 78, Inc. for the provision of 
these services and re-established these functions internally.  At September 30, 
1996, the Company recorded a $1,578 receivable from 78, Inc. representing 
expenses paid on behalf of 78, Inc. by the Company.  This receivable was fully 
repaid by 78, Inc. during the year ended September 30, 1997.


NOTE 9 - RETIREMENT PLANS

A defined contribution savings plan is maintained for eligible employees of the 
Company and certain of its affiliates who have been employed for at least one 
year and have completed 1,000 hours of service. 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 $509, $602 and $691 for the years ended 
September 30, 1995, 1996 and 1997, respectively.



<PAGE>     F-17
<PAGE>
                            ALLBRITTON COMMUNICATIONS COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                (Dollars in thousands)

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 $182, $308 and $316 for the years ended 
September 30, 1995, 1996 and 1997, respectively.


NOTE 10 - 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 2004.  
Certain leases contain provisions for renewal and extension. Future minimum 
lease payments under operating and capital leases which have remaining 
noncancelable lease terms in excess of one year as of September 30, 1997 are as 
follows:

                                               Operating     Capital
Year ending September 30,                        Leases      Leases
                                                --------  ----------
    1998                                      $ 3,084        $ 1,791
    1999                                        3,408          1,779
    2000                                        3,439          1,764
    2001                                        3,232          1,478
    2002                                        3,090            659  
    2003 and thereafter                         5,015              
                                              -------        -------
                                              $21,268          7,471
                                              =======          
Less: amounts representing imputed interest                   (1,027)
                                                             -------
                                                               6,444
Less: current portion                                         (1,320)
                                                             -------
Long-term portion of capital lease obligations               $ 5,124
                                                             =======


Rental expense under operating leases aggregated approximately $2,600, $2,700 
and $2,900 for the years ended September 30, 1995, 1996 and 1997, respectively.



<PAGE>     F-18
<PAGE>
                            ALLBRITTON COMMUNICATIONS COMPANY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                (Dollars in thousands)

The Company has entered into contractual commitments in the ordinary course of 
business for the rights to television programming which is not yet available 
for broadcast as of September 30, 1997. Under these agreements, the Company 
must make specific minimum payments approximating the following:

      Year ending September 30,
            1998                     $ 1,453
            1999                      15,888
            2000                      14,590
            2001                       7,139  
            2002                       5,029
                                      ------
                                     $44,099
                                     =======

The Company has entered into various employment contracts.  Future payments 
under such contracts as of September 30, 1997 approximate $3,596, $1,791, $667, 
and $267 for the years ending September 30, 1998, 1999, 2000, and 2001, 
respectively.

The Company has entered into various deferred compensation agreements with 
certain employees. Under these agreements, the Company is required to make 
payments aggregating approximately $2,456 during the years 2000 through 2012. 
At September 30, 1996 and 1997, the Company has recorded a deferred 
compensation liability of approximately $912 and $1,035, respectively, which 
is included as a component of noncurrent accrued employee benefit expenses in 
the consolidated balance sheets.

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

NOTE 11 - SUPPLEMENTARY CASH FLOW INFORMATION

Cash paid for interest totaled $22,481, $28,973 and $42,829 during the years 
ended September 30, 1995, 1996 and 1997, respectively. Cash paid for state 
income taxes totaled $2,148, $679 and $792 during the years ended September 30, 
1995, 1996 and 1997, respectively. Non-cash investing and financing activities 
consist of entering into capital leases totaling $1,127, $3,554 and $2,549 
during the years ended September 30, 1995, 1996 and 1997, respectively, and 
declaring a non-cash dividend from WSET and WCIV to Westfield of $18,371 during 
the year ended September 30, 1996.



<PAGE>     F-19
<PAGE>
<TABLE>
<CAPTION>
                                                                   SCHEDULE II

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


                                                            
                                Balance at   Charged                                      Balance at      
                                beginning    to costs        Charged to                   end of
Classification                  of year      and expenses  other accounts   Deductions    year   
</CAPTION>
<S>                            <C>         <C>           <C>                <C>           <C>
Year ended September 30, 1995:
     Allowance for doubtful
        accounts                 $  757    $   755        --                $(444)<F2>    $1,068
                                 ======    =======       ====               ======        ====== 
     Valuation allowance
        for deferred income
        tax assets               $1,267         --        --                $(379)<F3>    $  888
                                 ======    =======       ====               ======        ======
Year ended September 30, 1996:
     Allowance for doubtful
        accounts                 $1,068    $   752        --                $(435)<F2>    $1,385
                                 ======    =======       ====               ======        ======
     Valuation allowance
        for deferred income
        tax assets              $   888     $1,750<F1>    --                $(730)<F3>    $1,908
                                =======    =======       ====               ======        ======
Year ended September 30,1997:
      Allowance for doubtful
         accounts                $1,385    $   576        --                $(343)<F2>    $1,618
                                 ======    =======       ====               ======        ======
      Valuation allowance
         for deferred income
         tax assets              $1,908    $   574<F1>    --                $(807)<F3>    $1,675
                                 ======    =======       ====               ======        ======
<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 net reduction of valuation allowance relating to certain net operating 
       loss carryforwards.
</FN>
</TABLE>


<PAGE>     F-21
<PAGE>
SIGNATURES


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

               ALLBRITTON COMMUNICATIONS COMPANY

               By: /s/ Lawrence I. Hebert
                   -----------------------                                     
                       Lawrence I. Hebert
                                                                      
                       President 


               Date: December 22, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.



/s/ Joe L. Allbritton        Chairman, Principal           December 22, 1997
--------------------------
    Joe L. Allbritton     *  Executive Officer and
                             Director


/s/ Barbara B. Allbritton    Vice President and            December 22, 1997
--------------------------
    Barbara B. Allbritton *  Director


/s/ Robert L. Allbritton     Executive Vice President,     December 22, 1997
--------------------------
    Robert L. Allbritton  *  Chief Operating Officer
                             and Director

/s/ Lawrence I. Hebert       Vice Chairman, President      December 22, 1997
--------------------------
    Lawrence I. Hebert       and Director


/s/ Frederick J. Ryan, Jr.   Vice Chairman, Senior         December 22, 1997
--------------------------
    Frederick J. Ryan, Jr. * Vice President and 
                             Director

/s/ Henry D. Morneault       Vice President and            December 22, 1997
--------------------------
    Henry D. Morneault       Chief Financial Officer


/s/ Stephen P. Gibson        Vice President and            December 22, 1997
--------------------------
    Stephen P. Gibson        Controller
                              

     *By Attorney-in-Fact


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

 
 


<PAGE>
                                                            EXHIBIT INDEX
  
  
  
  
Exhibit No.            Description of Exhibit                    Page   No.
  
                                                                           
3.1     Certificate of Incorporation of ACC.  (Incorporated by        *        
        reference to Exhibit 3.1 of Company's Registration  
        Statement on Form S-4, No. 333-02302, dated March 12,  
        1996.)
   
3.2     Bylaws of ACC.  (Incorporated by reference to                 *        
        Exhibit 3.2 of  Registrant's Registration Statement
        on Form S-4, No. 333-  02302, dated March 12,
        1996.)
 
4.1     Indenture dated as of February 6, 1996 between                *
        ACC and  State Street Bank and Trust Company, as
        Trustee, relating   to the Debentures.  (Incorporated
        by reference to Exhibit 4.1  of Company's
        Registration Statement on Form S-4, No. 
        333-02302, dated March 12, 1996.)
   
4.2     Indenture dated as of August 26, 1992 between                 *
        ACC and  the First National Bank of Boston, as
        Trustee, relating to 112% Senior Subordinated
        Debentures due 2004.   (Incorporated by reference
        to Exhibit 4.2 of Company's  Registration Statement
        on Form S-4, No. 333-02302, dated  March 12,
        1996.)

4.3     Form of 9.75% Series B Senior Subordinated                    *
        Debentures  due 2007.  (Incorporated by reference
        to Exhibit 4.3 of  Company's Registration Statement
        on Form S-4, No. 333-  02302, dated March 12,
        1996.)
 
4.4     Revolving Credit Agreement dated as of April 16,              * 
        1996 by  and among Allbritton Communications
        Company certain  Banks, and The First National
        Bank of Boston, as agent.   (Incorporated by
        reference to Exhibit 4.4 of  Company's  Quarterly
        Report on Form 10-Q, No. 333-02302, dated 
        August 14, 1996.)

4.5     Modification No. 1 dated as of June 19, 1996 to               *
        Revolving Credit Agreement

4.6     Modification No. 2 dated as of December 20, 1996              *
        to  Revolving Credit Agreement


4.7     Modification No. 3 dated as of May 14, 1997 to                *
        Revolving   Credit Agreement

4.8     Modification No. 4 dated as of September 30, 1997
        to Revolving Credit Agreement

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

10.4    Network Affiliation Agreement (WSET,                          *
        Incorporated).   (Incorporated by reference to
        Exhibit 10.5 of Company's   Pre-effective
        Amendment No. 1 to Registration Statement   on
        Form S-4, dated April 22, 1996.)
 
10.5    Network Affiliation Agreement (WJLA-TV).                      *
        (Incorporated by  reference to Exhibit 10.6 of
        Company's Pre-effective  Amendment No. 1 to
        Registration Statement on Form S-4,  dated April
        22, 1996.)
 
10.6    Network Affiliation Agreement (KATV Television,               *
        Inc.).   (Incorporated by reference to Exhibit 10.7 of
        Company's  Pre-effective Amendment No. 1 to
        Registration Statement   on Form S-4, dated April
        22, 1996.)
 
10.7    Network Affiliation Agreement (KTUL Television,               *
        Inc.).   (Incorporated by reference to Exhibit 10.8 of
        Company's   Pre-effective Amendment No. 1 to
        Registration Statement   on Form S-4, dated April
        22, 1996.)

10.8    Network Affiliation Agreement (TV Alabama, Inc.).             *
        (Incorporated by reference to Exhibit 10.9 of
        Company's  Pre-effective Amendment No. 1 to
        Registration Statement  on Form S-4, dated April
        22, 1996.)
  
10.9    Tax Sharing Agreement effective as of September               *
        30, 1991  by and among Perpetual Corporation,
        Inc., ACC and  Allnewsco, Inc., as amended. 
        (Incorporated by reference to  Exhibit 10.11 of
        Company's Registration Statement on Form  S-4,
        No. 333-02302, dated March 12, 1996.)
  
10.10   Time Brokerage Agreement dated as of December                 *
        21, 1995  by and between RKZ Television, Inc. and
        ACC.   (Incorporated by reference to Exhibit 10.11
        of Company's  Registration Statement on Form S-4,
        No. 333-02302, dated  March 12, 1996.)
   
10.11   Option Agreement dated December 21, 1995 by and               *
        between ACC and RKZ Television, Inc.
        (Incorporated by   reference to Exhibit 10.12 of
        Company's Registration   Statement on Form S-4,
        No. 333-02302, dated March 12,   1996.)
   
10.12   Amendment dated May 2, 1996 by and among TV                   *
        Alabama, Inc.,   RKZ Television, Inc. and Osborn
        Communications Corporation   to Option
        Agreement dated December 21, 1995 by and
        between   ACC and RKZ Television, Inc. 
        (Incorporated by reference to   exhibit 10.13 of
        Company's Form 10-K, No. 333-02302, dated  
        December 30, 1996.)
  
10.13   Master Lease Finance Agreement dated as of                    *
        August 10,   1994 between BancBoston Leasing,
        Inc. and ACC, as   amended. (Incorporated by
        reference to Exhibit 10.16 of   Company's
        Registration Statement on Form S-4, No. 333-
        02302, dated March 12, 1996.)
    
10.15   Amendment to Network Affiliation Agreement (TV                *
        Alabama,   Inc.) dated January 23, 1997
        (Incorporated by reference to   Exhibit 10.15 to the
        Company's Form 10-Q, No. 333-02302,   dated
        February 14, 1997).

10.16   Pledge of Membership Interests Agreement dated as of
        September 30, 1997 by and among ACC; KTUL,LLC; KATV,LLC;
        WCIV,LLC; and BankBoston, N.A., as Agent
  
  21.   Subsidiaries of the Registrant
  24.   Powers of Attorney
  27.   Financial Data Schedule (Electronic Filing Only)
  
  
  
  *Previously filed