<PAGE>
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                              --------------------


                                    FORM 10-Q


                              --------------------


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

         For the quarterly period ended September 30, 2001.

                                       OR

     [ ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.


                              --------------------


Commission File Number:333-54003-06            Commission File Number: 000-25206


       LIN HOLDINGS CORP                          LIN TELEVISION CORPORATION
  Incorporated pursuant to the                   Incorporated pursuant to the
   Laws of State of Delaware                      Laws of State of Delaware

-----------------------------------            ---------------------------------

    Internal Revenue Service                       Internal Revenue Service
   Employer Identification No.                    Employer Identification No.
           75-2733097                                     13-3581627

         1 Richmond Square, Suite 230E, Providence, Rhode Island 02906
                                 (401) 454-2880


                              --------------------


     Indicate by check mark whether the  registrants  (1) have filed all reports
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  registrants
were  required to file such  reports),  and (2) have been subject to such filing
requirements for the past 90 days. [X] Yes     [  ] No


NOTE:

     10-Q presents  results for the two registrants  rather than just the parent
company on a fully consolidated basis.

     1,000  Shares of LIN  Holdings  Corp.'s  Common  Stock,  par value $.01 per
share, and 1,000 shares of LIN Television  Corporation's Common Stock, par value
$.01 per share, were outstanding as of September 30, 2001.


================================================================================

<PAGE>
                                Table of Contents



                                                                            Page
                                                                            ----
Part I.  Financial Information

Item 1.  Financial Statements

LIN HOLDINGS CORP.
         Condensed Consolidated Balance Sheets ............................    2
         Condensed Consolidated Statements of Operations...................    3
         Condensed Consolidated Statements of Cash Flows ..................    4
         Notes to Condensed Consolidated Financial Statements .............    5

LIN TELEVISION CORPORATION
         Condensed Consolidated Balance Sheets ............................   11
         Condensed Consolidated Statements of Operations ..................   12
         Condensed Consolidated Statements of Cash Flows ..................   13
         Notes to Condensed Consolidated Financial Statements .............   14

Item 2.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition ..........................................   21

Item 3.  Quantitative and Qualitative Disclosures about Market Risk .......   31

Part II. Other Information

Item 1.  Legal Proceedings ................................................   32
Item 6.  Exhibits and Reports on Form 8-K .................................   32


<PAGE>
Part I: FINANCIAL INFORMATION
Item 1: Financial Statements

                                         LIN HOLDINGS CORP.
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands, except share data)
<TABLE>
<CAPTION>

                                                                     September 30,   December 31,
                                                                         2001           2000
                                                                      (unaudited)
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
ASSETS
Current assets:
Cash and cash equivalents .........................................   $    22,042    $     7,832
Accounts receivable, less allowance for doubtful accounts
   (2001 - $1,586; 2000 - $1,679) .................................        49,844         58,826
Program rights ....................................................        19,299         13,614
Other current assets ..............................................         2,144          4,302
                                                                      -----------    -----------
     Total current assets .........................................        93,329         84,574
Property and equipment, net .......................................       160,733        164,738
Deferred financing costs ..........................................        36,334         36,298
Equity investments ................................................        83,528         91,798
Investment in Southwest Sports Group,
    at cost plus accrued interest..................................        55,250         53,000
Program rights ....................................................         5,869          4,155
Intangible assets, net ............................................     1,599,249      1,600,882
Other assets ......................................................         9,918          9,918
                                                                      -----------    -----------
           Total Assets ...........................................   $ 2,044,210    $ 2,045,363
                                                                      ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ..................................................   $     4,876    $     7,226
Program obligations ...............................................        17,475         13,491
Accrued income taxes ..............................................         4,560          5,578
Current portion of long-term debt .................................          --           19,572
Accrued interest expense ..........................................         9,770         10,809
Accrued sales volume discount .....................................         2,439          4,728
Other accrued expenses ............................................        14,425         16,604
                                                                      -----------    -----------
     Total current liabilities ....................................        53,545         78,008
Long-term debt, excluding current portion .........................     1,064,533        968,685
Deferred income taxes .............................................       495,983        521,494
Program obligations ...............................................         6,514          3,984
Other liabilities .................................................        10,625          7,002
                                                                      -----------    -----------
        Total liabilities .........................................     1,631,200      1,579,173
                                                                      -----------    -----------
Commitments and Contingencies (Note 8)

Stockholders' equity:
Common stock, $0.01 par value: 1,000 shares authorized,
   issued and outstanding .........................................          --             --
Additional paid-in capital ........................................       561,791        561,669
Accumulated deficit ...............................................      (148,781)       (95,479)
                                                                      -----------    -----------
        Total stockholders' equity ................................       413,010        466,190
                                                                      -----------    -----------
           Total liabilities and stockholders' equity..............   $ 2,044,210    $ 2,045,363
                                                                      ===========    ===========
</TABLE>


          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.


                                        2
<PAGE>


                                            LIN HOLDINGS CORP.
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                           (Unaudited)
                                         (In thousands)
<TABLE>
<CAPTION>
                                                                Three Months               Nine Months
                                                             Ended September 30,       Ended September 30,
                                                            ---------------------     ---------------------
                                                               2001        2000          2001        2000
                                                            ---------   ---------     ---------   ---------
<S>                                                         <C>         <C>           <C>         <C>
Net revenues ...............................................$  63,534   $  72,094     $ 194,608   $ 209,166
                                                            ---------   ---------     ---------   ---------
Operating costs and expenses:
      Direct operating .....................................   20,223      20,209        60,817      57,961
      Selling, general and administrative ..................   15,398      15,872        47,390      46,989
      Corporate ............................................    2,443       2,630         6,927       7,166
      Amortization of program rights .......................    5,568       5,395        16,367      15,736
      Depreciation and amortization of intangible assets....   17,129      16,784        50,444      48,095
                                                            ---------   ---------     ---------   ---------
Total operating costs and expenses .........................   60,761      60,890       181,945     175,947
                                                            ---------   ---------     ---------   ---------
Operating income ...........................................    2,773      11,204        12,663      33,219
                                                            ---------   ---------     ---------   ---------
Other (income) expense:
      Interest expense .....................................   25,767      24,926        71,964      68,070
      Investment income ....................................   (1,172)       (958)       (3,081)     (3,010)
      Share of (income) loss in equity investments .........    1,933        (401)        3,187          36
      Loss on WAND-TV exchange .............................     --           --            --        2,720
      Loss on derivative instruments........................    3,217         --          5,198         --
      Other, net ...........................................      (78)       (160)         (295)       (148)
                                                            ---------   ---------     ---------   ---------
Total other expense, net ...................................   29,667      23,407        76,973      67,668
                                                            ---------   ---------     ---------   ---------
Loss before provision for (benefit from)
     income taxes and extraordinary item ...................  (26,894)    (12,203)      (64,310)    (34,449)
Provision for (benefit from) income taxes ..................   (7,366)     (4,872)      (15,418)      2,054
                                                            ---------   ---------     ---------   ---------
Loss before extraordinary item .............................  (19,528)     (7,331)      (48,892)    (36,503)

Extraordinary loss due to extinguishment of debt,
      net of tax benefit of $2,400 .........................     --          --           4,410        --
                                                            ---------   ---------     ---------   ---------
Net loss ...................................................$ (19,528)  $  (7,331)    $ (53,302)  $ (36,503)
                                                            =========   =========     =========    =========
</TABLE>



          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.




                                       3
<PAGE>



                                              LIN HOLDINGS CORP.
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (Unaudited)
                                                 (In thousands)
<TABLE>
<CAPTION>


                                                                      Nine Months Ended September 30,
                                                                      -------------------------------
                                                                           2001             2000
                                                                      -----------         -----------

<S>                                                                   <C>                 <C>
Net cash provided by operating activities .........................   $    15,010         $    31,296
                                                                      -----------         -----------
INVESTING ACTIVITIES:
Capital expenditures ..............................................       (11,389)            (20,058)
Investment in Banks Broadcasting, Inc. ............................        (1,500)             (7,625)
Capital distributions from equity investments .....................         6,582                --
Acquisitions, net of cash acquired ................................       (40,881)           (125,878)
Local marketing agreement expenditures ............................          --                (3,250)
                                                                      -----------         -----------
Net cash used in investing activities .............................       (47,188)           (156,811)
                                                                      -----------         -----------
FINANCING ACTIVITIES:
Payments on exercises of phantom stock units.......................           (25)                 (8)
Tax benefit on exercise of stock options...........................           147                --
Proceeds from long-term debt related to acquisition of WNAC-TV ....         2,500                --
Proceeds from revolver debt, net ..................................        13,000                --
Proceeds from long-term debt related to acquisition of WWLP-TV ....          --               128,000
Proceeds from long-term debt ......................................       276,055              20,000
Principal payments on long-term debt ..............................      (238,389)            (24,196)
Financing costs incurred on issuance of long-term debt ............        (6,900)               --
                                                                      -----------         -----------
Net cash provided by financing activities .........................        46,388             123,796
                                                                      -----------         -----------
Net increase (decrease) in cash and cash equivalents ..............        14,210              (1,719)
Cash and cash equivalents at the beginning of the period ..........         7,832              17,699
                                                                      -----------         -----------
Cash and cash equivalents at the end of the period ................   $    22,042         $    15,980
                                                                      ===========         ===========
</TABLE>


          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.



                                    4
<PAGE>

                               LIN Holdings Corp.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1 - Basis of Presentation:

         LIN Holdings Corp. ("LIN  Holdings"),  together with its  subsidiaries,
including  LIN  Television   Corporation  ("LIN  Television")   (together,   the
"Company"),  is a television  station  group  operator in the United  States and
Puerto Rico. LIN Holdings and its  subsidiaries  are affiliates of Hicks,  Muse,
Tate & Furst Incorporated ("Hicks Muse").

     All of the Company's direct and indirect  consolidated  subsidiaries  fully
and unconditionally guarantee the Company's Senior Notes and Senior Subordinated
Notes on a joint and several basis.

     These  condensed  consolidated  financial  statements  have  been  prepared
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.  These statements  should be read in conjunction with the Company's
annual  report on Form 10-K for the fiscal  year  ended  December  31,  2000 and
registration statement on Form S-4 filed on October 26, 2001.

         In the  opinion  of  management,  the  accompanying  unaudited  interim
financial  statements  contain all adjustments  (consisting of normal  recurring
adjustments)  necessary to summarize fairly the financial  position,  results of
operations and cash flows of the Company for the periods presented.  The interim
results  of  operations  are not  necessarily  indicative  of the  results to be
expected for the full year.

     The  Company's  preparation  of financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amount of assets and liabilities and
disclosure of contingent  assets and  liabilities  at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods.  Estimates are used when accounting for the  collectability of accounts
receivable and valuing intangible assets,  deferred tax assets and net assets of
businesses acquired.  Actual results could differ from these estimates.  Certain
prior period amounts have been  reclassified  to conform with the current period
presentation.



Note 2 - Business Combinations:

     WJPX-TV,  WKPV-TV, and WJWN-TV: On August 2, 2001, the Company acquired the
common stock of S&E Network, Inc., a Puerto Rican corporation that owns WJPX-TV,
an  independent  television  station  in San  Juan,  Puerto  Rico,  WKPV-TV,  an
independent television station in Ponce, Puerto Rico and WJWN-TV, an independent
television station in San Sebastian,  Puerto Rico. WKPV-TV and WJWN-TV currently
rebroadcast  the  programming  carried on  WJPX-TV.  The total  purchase  price,
including  transactional  costs, was approximately $11.7 million, and was funded
by available cash. The Company has accounted for the business  combination under
the purchase method of accounting.  The acquisition is summarized as follows (in
thousands):

Working capital .............................................           $   (37)
Property and equipment ......................................             1,327
Deferred taxes...............................................             2,943
FCC licenses.................................................             7,466
                                                                        -------
Total acquisition ...........................................           $11,699
                                                                        =======

                                       5
<PAGE>

     WNLO-TV:  On July 25, 2001, the Company acquired the broadcast  license and
operating assets of WNLO-TV (formerly called WNEQ-TV),  an independent broadcast
television station located in Buffalo,  New York. The Company has been operating
WNLO-TV since January 29, 2001 under a Local Market Agreement ("LMA"). The total
purchase price, including  transactional costs, was approximately $26.0 million,
and was funded by available  cash.  The Company has  accounted  for the business
combination  under  the  purchase  method  of  accounting.  The  acquisition  is
summarized as follows (in thousands):

Property and equipment ......................................           $   644
FCC license..................................................            25,400
                                                                        -------
Total acquisition ...........................................           $26,044
                                                                        =======

     WNAC-TV:  On June 5, 2001, the Company  acquired the broadcast  license and
certain related assets of WNAC-TV,  the Fox affiliate serving the Providence-New
Bedford  market.  Simultaneously  with the  acquisition,  the Company assumed an
existing LMA  agreement  with STC  Broadcasting,  Inc., an entity in which Hicks
Muse has a substantial  economic  interest,  under which STC Broadcasting,  Inc.
will  operate  WNAC-TV.  As a result of this LMA,  the Company does not generate
revenues or incur  expenses  from the  operation of this  station  but,  instead
receives  an  annual  fee of  $100,000  from STC  Broadcasting,  Inc.  The total
purchase price was approximately $2.5 million. The acquisition was funded with a
note payable to STC  Broadcasting.  The Company has  accounted  for the business
combination  under  the  purchase  method  of  accounting.  The  acquisition  is
summarized as follows (in thousands):


Property and equipment .......................................            $   16
FCC license and network affiliation ..........................             2,484
                                                                          ------
Total acquisition ............................................            $2,500
                                                                          ======

     WWLP-TV:  On November 10, 2000, the Company acquired the broadcast  license
and operating assets of WWLP-TV, an NBC affiliate in Springfield,  MA. The total
purchase price for the acquisition was approximately  $128.0 million,  including
direct costs of the acquisition.  The acquisition was funded by borrowings under
the Company's  incremental term loan facility.  Although the Company did not own
or control the assets or FCC  license of WWLP-TV  prior to  November  10,  2000,
pursuant to Emerging  Issues  Task Force  Topic  D-14,  "Transactions  Involving
Special Purpose Entities," WWLP Holdings, Inc., the parent of WWLP-TV, satisfied
the  definition of a special  purpose  entity due to a $75 million  guarantee of
WWLP Holdings debt by the Company and other factors,  and the Company was deemed
to be the  sponsor  of WWLP  Holdings.  Accordingly,  the  financial  results of
operations  of WWLP Holdings  have been  consolidated  with those of the Company
since March 31, 2000,  when WWLP Holdings,  Inc.  acquired  WWLP-TV from Benedek
Broadcasting Corporation.

     WAND-TV  Exchange:  On April 1, 2000,  the  Company  exchanged,  with Block
Communications  Inc.,  a 66.67%  interest  in certain  assets of its  television
station WAND-TV,  including its FCC license and network  affiliation  agreement,
for  substantially  all of the assets and certain  liabilities of WLFI-TV,  Inc.
Immediately  after the WAND-TV  exchange,  the Company and Block  Communications
Inc.  contributed  their  respective  interests  in  the  WAND-TV  assets  to  a
partnership, with the Company receiving a 33.33% interest in the partnership.

     UNAUDITED  PRO FORMA  RESULTS OF  ACQUISITIONS.  The  following  summarizes
unaudited pro forma  consolidated  results of operations as if acquisitions  and
disposals  had taken  place as of the  beginning  of the periods  presented  (in
thousands):

                                  Three Months                Nine Months
                              ended September 30,         ended September 30,
                            -----------------------     -----------------------
                               2001          2000           2001         2000
                            ---------     ---------     ----------    ---------
Net revenues ...........    $  63,704     $  72,486      $ 195,926    $ 213,079
Operating income .......        2,749        11,219         12,913       33,651
Net loss................      (19,558)       (6,487)       (53,162)     (31,574)

     The pro forma data give  effect to actual  operating  results  prior to the
acquisitions and disposals and adjustments to interest expense, amortization and
income  taxes.  No  effect  has been  given  to cost  reductions  and  operating
synergies  in  this  presentation.  The pro  forma  results  do not  necessarily
represent  results that would have occurred if the acqusition had taken place as
of the beginning of the periods presented,  nor are they necessarily  indicative
of the results of future operations.

                                       6
<PAGE>


Note 3 - Investments:

         Joint  Venture with NBC: The Company owns a 20.38%  interest in a joint
venture with NBC and accounts for its interest using the equity  method,  as the
Company  does  not have a  controlling  interest.  The  following  presents  the
summarized financial information of the joint venture (in thousands):

                                Three Months                 Nine Months
                             ended September 30,          ended September 30,
                            ---------------------        ----------------------
                              2001         2000             2001         2000
                            ---------   ---------        ----------   ---------
Net revenues............... $  32,551   $  44,247        $  109,021   $ 127,184
Operating income...........     8,569      18,446            36,894      50,659
Net income (loss)..........    (7,639)      2,414           (11,415)      1,906

                                  September 30,
                            ---------------------
                              2001         2000
                            ---------   ---------
Current assets............ $    4,315   $  30,431
Non-current assets........    243,425     239,199
Current liabilities.......        906       1,087
Non-current liabilities...    815,500     815,500

     Investment in Banks Broadcasting, Inc: The Company owns a 50.00% non-voting
interest in Banks  Broadcasting,  Inc.,  a company  formed in August  2000,  and
accounts for its interest using the equity method,  as the Company does not have
a  controlling  interest.   The  following  presents  the  summarized  financial
information of Banks Broadcasting, Inc. (in thousands):

                                Three Months                 Nine Months
                             ended September 30,          ended September 30,
                            ---------------------        ----------------------
                              2001         2000             2001         2000
                            ---------   ---------        ----------   ---------
Net revenues............... $   1,074   $     768        $    3,199   $     768
Operating loss.............      (982)       (205)           (1,854)       (205)
Net (loss).................      (414)       (205)           (1,212)       (205)

                                  September 30,
                            ---------------------
                              2001         2000
                            ---------   ---------
Current assets............ $    2,285   $   4,767
Non-current assets........     26,872      17,883
Current liabilities.......      1,233       2,306
Non-current liabilities...       ---          888



         Investment in WAND (TV) Partnership: The Company owns a 33.33% interest
in WAND (TV) Partnership,  a partnership  formed in April 2000, and accounts for
its interest using the equity method, as the Company does not have a controlling
interest.  The following presents the summarized  financial  information of WAND
(TV) Partnership (in thousands):

                                Three Months                 Nine Months
                             ended September 30,          ended September 30,
                            ---------------------        ----------------------
                              2001         2000             2001         2000
                            ---------   ---------        ----------   ---------
Net revenues............... $   1,419   $   1,953        $    4,721   $   4,073
Operating income (loss)....      (395)        394              (533)        445
Net income (loss)..........      (440)        394              (563)        445

                                  September 30,
                            ---------------------
                              2001         2000
                            ---------   ---------
Current assets............ $    3,486   $   3,432
Non-current assets........     33,943      35,121
Current liabilities.......        881       2,292



                                       7
<PAGE>


Note 4 - Intangible Assets:

      Intangible assets consisted of the following at (in thousands):

                                              September 30,         December 31,
                                                    2001                2000
                                               -----------          -----------
FCC licenses and network affiliations......... $ 1,092,142          $ 1,055,654
Goodwill .....................................     647,810              652,508
LMA purchase options .........................       1,125                1,125
                                               -----------          -----------
                                                 1,741,077            1,709,287
Less accumulated amortization.................    (141,828)            (108,405)
                                               -----------          -----------
                                               $ 1,599,249          $ 1,600,882
                                               ===========          ===========


     In  accordance  with the  guidance  of SFAS No.  142,  "Goodwill  and other
Intangible  Assets",  no amortization has been recorded on FCC licenses acquired
in business combinations  consummated after June 30, 2001, as such licenses have
indefinite lives.

     During  2001  and  2000,  acquired  net  operating  loss  carryforwards  of
approximately  $12.0  million and $5.3 million,  respectively,  were utilized to
offset taxable income in Puerto Rico. As the deferred tax assets associated with
these  losses had been fully  reserved at the time of the  Pegasus  Broadcasting
acquisition  in October  1999,  the  benefits  were  recorded as  reductions  to
goodwill of $4.7 million and $2.1 million in 2001 and 2000, respectively.



Note 5 - Derivative Instruments:

     Effective  January 1, 2001,  the Company  adopted  Statement  of  Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities"  ("SFAS  133"),  as  amended,  which  requires  that all  derivative
instruments be reported on the balance sheet at fair value and that changes in a
derivative's  fair value be  recognized  currently in earnings  unless  specific
hedge  criteria  are met.  The Company  uses  derivative  instruments  to manage
exposure to interest rate risks. The Company's objective for holding derivatives
is to minimize its interest rate risk.

     The Company uses  interest  rate  collar,  cap and swap  arrangements,  not
designated  as hedging  instruments  under SFAS 133, in the  notional  amount of
$150.0  million at September 30, 2001 to mitigate the impact of the  variability
in interest rates in connection  with its variable rate senior credit  facility.
The  aggregate  fair  value of the  arrangements  at  September  30,  2001 was a
liability of $5.2 million.  Other expense for the three and  nine-month  periods
ended  September  30, 2001  includes a loss of $3.2  million  and $5.2  million,
respectively, from the marking-to-market of these derivative instruments.


Note 6 - Long-Term Debt:

     Long-term debt consisted of the following at (in thousands):

                                                   September 30,    December 31,
                                                        2001            2000
                                                   ------------     -----------
Senior Credit Facilities ......................... $    200,301     $   425,691
$300,000, 8 3/8% Senior Subordinated Notes
      due 2008 (net of discount of $451 as of
      September 30, 2001).........................      299,549         299,441
$325,000, 10% Senior Discount Notes
      due 2008 (net of discount of $41,917 as of
      September 30, 2001).........................      283,083         263,125
$210,000, 8% Senior  Notes
      due 2008 (net of discount of $7,456 as of
      September 30, 2001)..........................     202,544            --
$100,000, 10% Senior Discount Notes
      due 2008 (net of discount of $23,444 as of
      September 30, 2001)                                76,556            --
$2,500, 7% STC Broadcasting Note due 2006.........        2,500            --
                                                   ------------     -----------
Total  debt ......................................    1,064,533         988,257
Less current portion .............................         --           (19,572)
                                                   ------------     -----------
Total long-term debt ............................. $  1,064,533     $   968,685
                                                   ============     ===========



                                        8
<PAGE>

     On June  14,  2001,  LIN  Holdings  Corp.  issued  $100  million  aggregate
principal  amount at maturity of 10% Senior Discount Notes due 2008 in a private
placement.  The Senior  Discount  Notes were issued at a discount to yield 12.5%
and generated  net proceeds of $73.9  million.  Financing  costs of $2.4 million
were  incurred in  connection  with the issuance and will be amortized  over the
term of the debt. The Senior Discount Notes are unsecured senior  obligations of
LIN Holdings and are not guaranteed. Cash interest will not accrue or be payable
on the Senior  Discount Notes prior to March 1, 2003.  Cash interest will accrue
at a rate  of 10% per  annum  and  will  be  payable  semi-annually  in  arrears
commencing  on  September  1, 2003.  The Company is subject to  compliance  with
certain financial covenants and other conditions. The Notes are subject to early
redemption provisions in the event of a change of control.

     On June 14, 2001, LIN Television  issued $210 million  aggregate  principal
amount at  maturity  of 8% Senior  Notes  due 2008 in a private  placement.  The
Senior  Notes  were  issued  at a  discount  to yield 8 3/4% and  generated  net
proceeds of $202.2 million. The Senior Notes are unsecured senior obligations of
LIN Television without  collateral  rights,  subordinated in right of payment to
all existing and any future senior  indebtedness  of LIN  Television.  Financing
costs of $4.5 million were incurred in connection  with the issuance and will be
amortized  over the term of the debt.  Cash interest on the Senior Notes accrues
at a  rate  of 8% per  annum  and  will  be  payable  semi-annually  in  arrears
commencing on January 15, 2002.  LIN  Television  is subject to compliance  with
certain financial covenants and other conditions. The Notes are subject to early
redemption provisions in the event of a change of control.

     A portion of the  proceeds  from the Senior  Discount  Notes and the Senior
Notes less certain  transactional costs were used to repay $233.2 million of the
Company's   existing  Senior  Credit   Facilities.   The  Company   incurred  an
extraordinary  charge in the nine-month  period ended September 30, 2001 of $4.4
million,  net of a tax  benefit of $2.4  million,  related to the  write-off  of
unamortized  deferred  financing costs  attributable to the early  settlement of
this debt in the second quarter of 2001.

     Simultaneously  with the  consummation  of the  offering  of the new Senior
Discount Notes and the new Senior Notes, the Company obtained certain amendments
to its existing Senior Credit  Facilities  which (i) provided for the adjustment
of certain financial  covenants and ratio tests, (ii) provided that $100 million
of the $160 million  revolving  portion of the Senior Credit  Facilities  may be
used to fund the $125  million  mandatory  redemption  payment  on the  existing
Senior Discount Notes due on March 1, 2003 or,  subsequent to the funding of the
mandatory  redemption  payment, to make interest payments on the existing Senior
Discount Notes and (iii) increased certain fees and interest rate spreads.  As a
result of the  repayment of the term loans under the Senior  Credit  Facilities,
there is  expected  to be no  required  scheduled  amortization  payments  until
December 2005.

     The following are the adjustments made to the financial  covenant and ratio
tests under the Senior Credit Facilities:

                    1Q01    2Q01    3Q01    4Q01    1Q02    2Q02    3Q02    4Q02
                    ----    ----    ----    ----    ----    ----    ----    ----
Maximum Leverage Ratio:
Amended ........   7.40x   7.40x   7.40x   7.40x   7.40x   7.40x   7.40x   7.40x
Prior ..........   6.75x   6.75x   6.75x   6.75x   6.75x   6.75x   6.40x   6.40x

Minimum Interest Coverage Ratio:
Amended ........   1.50x   1.50x   1.50x   1.50x   1.50x   1.50x   1.50x   1.50x
Prior ..........   1.70x   1.70x   1.70x   1.70x   1.75x   1.75x   1.85x   1.85x



     On October 26, 2001, the Company filed an effective exchange offer to allow
holders of the new Senior  Discount Notes and new Senior Notes to exchange their
notes for registered notes with essentially identical terms.



Note 7 - Related Party Transactions:

     Monitoring  and Oversight  Agreement:  The Company is party to an agreement
with Hicks, Muse & Co. Partners,  L.P. ("Hicks Muse Partners"),  an affiliate of
the Company's ultimate parent, pursuant to which the Company agreed to pay Hicks
Muse Partners an annual fee (payable  quarterly)  for  oversight and  monitoring
services.  The aggregate  annual fee is adjustable,  on a prospective  basis, on
January  1 of  each  calendar  year to an  amount  equal  to 1% of the  budgeted
consolidated annual earnings before interest, tax, depreciation and amortization
("EBITDA") of the Company for the then current fiscal year. Upon the acquisition
by the Company of another entity or business,  the fee is adjusted prospectively
in the same  manner  using  the pro  forma  consolidated  annual  EBITDA  of the
Company. In no event shall the annual fee be less than $1.0 million.  Hicks Muse
Partners is also entitled to  reimbursement  for any expenses  incurred by it in
connection  with rendering  services  allocable to the Company.  The fee for the
three and nine  months  ended  September  30,  2001 was  $313,000  and  $939,000
respectively. The fee for the three and nine months ended September 30, 2000 was
$312,000 and $936,000, respectively.


                                       9
<PAGE>


     Financial  Advisory  Agreement:  The Company is also party to an  agreement
with Hicks Muse Partners,  pursuant to which Hicks Muse Partners  receives a fee
equal to 1.5% of the total value of certain transactions in which the Company is
involved.  Transactions  subject  to this  agreement  include  a  tender  offer,
acquisition,  sale, merger, exchange offer,  recapitalization,  restructuring or
other  similar  transaction.  This  fee for the  three  and  nine  months  ended
September 30, 2001 was $2.4 million,  relating to the  acquisitions  of WWLP-TV,
WNLO-TV and WJPX-TV, and was included in the total cost of that acquisition. The
Company  did not incur any fees  under  this  arrangement  in the three and nine
months ended September 30, 2000.


Note 8 - Commitments and Contingencies:

     The  Company  currently  and from time to time is  involved  in  litigation
incidental  to the  conduct of its  business.  In the  opinion of the  Company's
management,  none of such litigation as of September 30, 2001, is likely to have
a material adverse effect on the financial position,  results of operations,  or
cash flows of the Company.

     On March 30,  2001,  the  Company  exercised  its option to acquire the FCC
licenses of two of the Company's LMA stations,  WCTX-TV and WOTV-TV. The Company
expects to close on the  acquisitions of WCTX-TV and WOTV-TV upon the regulatory
approval of the Federal Communication Commission. The combined purchase price is
approximately $7.3 million, of which $4.0 million has been pre-paid. The balance
of $3.3  million  will  be  funded  by a  combination  of  operating  funds  and
additional borrowings from the revolving credit facility.


Note 9 - Recent Accounting Pronouncements:

     In July 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards  No. 141 ("SFAS  141"),  "Business
Combinations." SFAS 141 requires the purchase method of accounting to be applied
for  business  combinations  initiated  after June 30, 2001 and  eliminates  the
pooling-of-interests method. The Company does not expect the application of SFAS
141 to  have  a  material  impact  on  its  financial  position  or  results  of
operations.

     In July 2001, the FASB issued Statement of Financial  Accounting  Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is generally
effective for the Company from January 1, 2002.  SFAS 142 requires,  among other
things,  the  discontinuance  of goodwill  amortization  and the introduction of
impairment testing in its place. In addition,  the standard includes  provisions
for the reclassification of certain existing recognized intangibles as goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments  of  goodwill.  SFAS 142 also  requires  the  Company to  complete a
transitional goodwill impairment test six months from the date of adoption.  The
Company is currently  assessing,  but has not yet fully  determined,  the impact
that SFAS 142 will have on its  financial  position  and results of  operations.
Certain  provisions  of SFAS 142 are  applicable to business  combinations  that
close after June 30, 2001. As a result,  the FCC licenses acquired in connection
with  the  WJPX-TV,  WKPV-TV,  WJWN-TV,  and  WNLO-TV  purchases  have  not been
amortized as they have an indefinite life.

     In October 2001,  the FASB issued  Financial  Accounting  Standards No. 144
("SFAS 144"),  "Accounting for the Impairment or Disposal of Long-Lived Assets."
SFAS 144 supercedes  Financial Accounting Standards No. 121, "Accounting for the
Impairment  of  Long-Lived  Assets and for Long Lived Assets to Be Disposed of."
SFAS 144 applies to all long-lived  assets (including  discontinued  operations)
and  consequently  amends  Accounting  Principles Board Opinion No. 30 (APB 30),
"Reporting  Results of  Operations  -  Reporting  the  Effects of  Disposal of a
Segment of a Business."  SFAS 144 is effective for financial  statements  issued
for fiscal years  beginning after December 15, 2001, and will thus be adopted by
the  Company,  as  required,   on  January  1,  2002.  Management  is  currently
determining  what effect,  if any, SFAS 144 will have on its financial  position
and results of operations.


                                       10
<PAGE>

                                         LIN TELEVISION CORPORATION
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (In thousands, except share data)
<TABLE>
<CAPTION>

                                                                     September 30,   December 31,
                                                                         2001           2000
                                                                      (unaudited)
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
Current assets:
Cash and cash equivalents .........................................   $    22,042    $     7,832
Accounts receivable, less allowance for doubtful accounts
   (2001 - $1,586; 2000 - $1,679) .................................        49,844         58,826
Program rights ....................................................        19,299         13,614
Other current assets ..............................................         2,144          4,302
                                                                      -----------    -----------
    Total current assets ..........................................        93,329         84,574
Property and equipment, net .......................................       160,733        164,738
Deferred financing costs ..........................................        25,777         27,142
Equity investments ................................................        83,528         91,798
Investment in Southwest Sports Group,
    at cost plus accrued interest..................................        55,250         53,000
Program rights ....................................................         5,869          4,155
Intangible assets, net ............................................     1,599,249      1,600,882
Other assets ......................................................         9,918          9,918
                                                                      -----------    -----------
           Total Assets ...........................................   $ 2,033,653    $ 2,036,207
                                                                      ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ..................................................   $     4,876    $     7,226
Program obligations ...............................................        17,475         13,491
Accrued income taxes ..............................................         4,560          5,578
Current portion of long-term debt .................................          --           19,572
Accrued interest expense ..........................................         9,770         10,809
Accrued sales volume discount .....................................         2,439          4,728
Other accrued expenses ............................................        14,425         16,604
                                                                      -----------    -----------
     Total current liabilities ....................................        53,545         78,008
Long-term debt, excluding current portion .........................       704,894        705,560
Deferred income taxes .............................................       519,808        536,619
LIN Holdings tax sharing obligations ..............................         8,365          8,364
Program obligations ...............................................         6,514          3,984
Other liabilities .................................................        10,625          7,002
                                                                      -----------    -----------
        Total liabilities .........................................     1,303,751      1,339,537

Commitments and Contingencies (Note 8)

Stockholders' equity:
Common stock, $0.01 par value: 1,000 shares authorized,
   issued and outstanding .........................................          --
Additional paid-in capital ........................................       820,060        748,523
Accumulated deficit ...............................................       (90,158)       (51,853)
                                                                      -----------    -----------
        Total stockholders' equity ................................       729,902        696,670
                                                                      -----------    -----------
           Total liabilities and stockholders' equity .............   $ 2,033,653    $ 2,036,207
                                                                      ===========    ===========

</TABLE>

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.



                                       11
<PAGE>

                                     LIN TELEVISION CORPORATION
                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                          (In thousands)
<TABLE>
<CAPTION>
                                                                Three Months               Nine Months
                                                             Ended September 30,       Ended September 30,
                                                            ---------------------     ---------------------
                                                               2001        2000          2001        2000
                                                            ---------   ---------     ---------   ---------
<S>                                                         <C>         <C>           <C>         <C>
Net revenues ...............................................$  63,534   $  72,094     $ 194,608   $ 209,166
                                                            ---------   ---------     ---------   ---------
Operating costs and expenses:
       Direct operating ....................................   20,223      20,209        60,817      57,961
       Selling, general and administrative .................   15,398      15,872        47,390      46,989
       Corporate ...........................................    2,443       2,630         6,927       7,166
       Amortization of program rights ......................    5,568       5,395        16,367      15,736
       Depreciation and amortization of intangible assets...   17,129      16,784        50,444      48,095
                                                            ---------   ---------     ---------   ---------
Total operating costs and expenses .........................   60,761      60,890       181,945     175,947
                                                            ---------   ---------     ---------   ---------
Operating income ...........................................    2,773      11,204        12,663      33,219
                                                            ---------   ---------     ---------   ---------
Other (income) expense:
       Interest expense ....................................   16,259      18,443        48,265      49,014
       Investment income ...................................   (1,172)       (958)       (3,081)     (3,010)
       Share of (income) loss in equity investments ........    1,933        (401)        3,187          36
       Loss on WAND-TV exchange ............................     --           --            --         2,720
       Loss on derivative instruments........................    3,217        --          5,198          --
       Other, net ...........................................     (78)       (160)         (295)       (148)
                                                            ---------   ---------     ---------   ---------
Total other expense, net ...................................   20,159      16,924        53,274      48,612
                                                            ---------   ---------     ---------   ---------
Loss before provision for (benefit from)
            income taxes and extraordinary item ............  (17,386)     (5,720)       40,611)    (15,393)
Provision for (benefit from) income taxes ..................   (4,930)     43,839        (6,716)     38,425
                                                            ---------   ---------     ---------   ---------
Loss before extraordinary item .............................  (12,456)    (49,559)      (33,895)    (53,818)

Extraordinary loss due to extinguishment of debt,
       net of tax benefit of $2,400 ........................     --          --           4,410        --
                                                            ---------   ---------     ---------   ---------
Net loss ...................................................$ (12,456)  $ (49,559)    $ (38,305)  $ (53,818)
                                                            =========   =========     =========   =========
</TABLE>

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.




                                       12
<PAGE>


                                           LIN TELEVISION CORPORATION
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (In thousands)
<TABLE>
<CAPTION>

                                                                   Nine Months Ended September 30,
                                                                   -------------------------------
                                                                        2001               2000
                                                                   -----------         -----------

<S>                                                                <C>                      <C>
Net cash provided by operating activities..........................$    15,044         $    31,296
                                                                   -----------         -----------
INVESTING ACTIVITIES:
Capital expenditures ..............................................    (11,389)            (20,058)
Investment in Banks Broadcasting, Inc. ............................     (1,500)             (7,625)
Capital distributions from equity investments .....................      6,582                --
Acquisitions, net of cash acquired ................................    (40,881)           (125,878)
Local marketing agreement expenditures ............................       --                (3,250)
                                                                   -----------         -----------
Net cash used in investing activities.............................     (47,188)           (156,811)
                                                                   -----------         -----------
FINANCING ACTIVITIES:
Payments on exercises of phantom stock unites......................        (25)                 (8)
Tax benefit on exercise of stock options...........................        147                --
Capital contribution from LIN Holdings ............................     71,416                --
Proceeds from long-term debt related to acquisition of WNAC-TV ....      2,500                --
Proceeds from revolver debt, net ..................................     13,000                --
Proceeds from long-term debt related to acquisition of WWLP-TV ....       --               128,000
Proceeds from long-term debt ......................................    202,205              20,000
Principal payments on long-term debt ..............................   (238,389)            (24,196)
Financing costs incurred on issuance of long-term debt ............     (4,500)               --
                                                                   -----------         -----------
Net cash provided by financing activities..........................     46,354             123,796
                                                                   -----------         -----------
Net increase (decrease) in cash and cash equivalents ..............     14,210              (1,719)
Cash and cash equivalents at the beginning of the period ..........      7,832              17,699
                                                                   -----------         -----------
Cash and cash equivalents at the end of the period ................$    22,042         $    15,980
                                                                   ===========         ===========
</TABLE>
          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.




                                       13
<PAGE>

                           LIN TELEVISION CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1 - Basis of Presentation:

     LIN Television  Corporation (together with its subsidiaries,  the "Company"
or "LIN Television") is a television station group operator in the United States
and Puerto Rico. LIN Television  and its  subsidiaries  are affiliates of Hicks,
Muse,  Tate & Furst  Incorporated  ("Hicks  Muse") and are directly owned by LIN
Holdings Corporation ("LIN Holdings").

     All of the Company's direct and indirect  consolidated  subsidiaries  fully
and unconditionally guarantee the Company's Senior Subordinated Notes on a joint
and several basis.

     These  condensed  consolidated  financial  statements  have  been  prepared
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.  These statements  should be read in conjunction with the Company's
annual  report on Form 10-K for the fiscal  year  ended  December  31,  2000 and
registration Statement on Form S-4 filed on October 26, 2001.

     In the opinion of management,  the accompanying unaudited interim financial
statements contain all adjustments  (consisting of normal recurring adjustments)
necessary to summarize fairly the financial position,  results of operations and
cash flows of the  Company  for the periods  presented.  The interim  results of
operations are not necessarily  indicative of the results to be expected for the
full year.

     The  Company's  preparation  of financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amount of assets and liabilities and
disclosure of contingent  assets and  liabilities  at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods.  Estimates are used when accounting for the  collectability of accounts
receivable and valuing intangible assets,  deferred tax assets and net assets of
businesses acquired.  Actual results could differ from these estimates.  Certain
prior period amounts have been  reclassified  to conform with the current period
presentation.

Note 2 - Business Combinations:

     WJPX-TV,  WKPV-TV, and WJWN-TV: On August 2, 2001, the Company acquired the
common stock of S&E Network, Inc., a Puerto Rican corporation that owns WJPX-TV,
an  independent  television  station  in San  Juan,  Puerto  Rico,  WKPV-TV,  an
independent television station in Ponce, Puerto Rico and WJWN-TV, an independent
television station in San Sebastian,  Puerto Rico. WKPV-TV and WJWN-TV currently
rebroadcast  the  programming  carried on  WJPX-TV.  The total  purchase  price,
including  transactional  costs, was approximately $11.7 million, and was funded
by available cash. The Company has accounted for the business  combination under
the purchase method of accounting.  The acquisition is summarized as follows (in
thousands):

Working capital .............................................           $   (37)
Property and equipment ......................................             1,327
Deferred taxes...............................................             2,943
FCC licenses.................................................             7,466
                                                                        -------
Total acquisition ...........................................           $11,699
                                                                        =======

                                       14
<PAGE>


     WNLO-TV:  On July 25, 2001, the Company acquired the broadcast  license and
operating assets of WNLO-TV (formerly called WNEQ-TV),  an independent broadcast
television station located in Buffalo,  New York. The Company has been operating
WNLO-TV since January 29, 2001 under a Local Market Agreement ("LMA"). The total
purchase price, including  transactional costs, was approximately $26.0 million,
and was funded by available  cash.  The Company has  accounted  for the business
combination  under  the  purchase  method  of  accounting.  The  acquisition  is
summarized as follows (in thousands):

Property and equipment ......................................           $   644
FCC license..................................................            25,400
                                                                        -------
Total acquisition ...........................................           $26,044
                                                                        =======

     WNAC-TV:  On June 5, 2001, the Company  acquired the broadcast  license and
certain related assets of WNAC-TV,  the Fox affiliate serving the Providence-New
Bedford  market.  Simultaneously  with the  acquisition,  the Company assumed an
existing LMA  agreement  with STC  Broadcasting,  Inc., an entity in which Hicks
Muse has a substantial  economic  interest,  under which STC Broadcasting,  Inc.
will  operate  WNAC-TV.  As a result of this LMA,  the Company does not generate
revenues or incur  expenses  from the  operation of this  station  but,  instead
receives  an  annual  fee of  $100,000  from STC  Broadcasting,  Inc.  The total
purchase price was approximately $2.5 million. The acquisition was funded with a
note payable to STC  Broadcasting.  The Company has  accounted  for the business
combination  under  the  purchase  method  of  accounting.  The  acquisition  is
summarized as follows (in thousands):

Property and equipment .......................................            $   16
FCC license and network affiliation ..........................             2,484
                                                                          ------
Total acquisition ............................................            $2,500
                                                                          ======

     WWLP-TV:  On November 10, 2000, the Company acquired the broadcast  license
and operating assets of WWLP-TV, an NBC affiliate in Springfield,  MA. The total
purchase price for the acquisition was approximately  $128.0 million,  including
direct costs of the acquisition.  The acquisition was funded by borrowings under
the Company's  incremental term loan facility.  Although the Company did not own
or control the assets or FCC  license of WWLP-TV  prior to  November  10,  2000,
pursuant to Emerging  Issues  Task Force  Topic  D-14,  "Transactions  Involving
Special Purpose Entities," WWLP Holdings, Inc., the parent of WWLP-TV, satisfied
the  definition of a special  purpose  entity due to a $75 million  guarantee of
WWLP Holdings debt by the Company and other factors,  and the Company was deemed
to be the  sponsor  of WWLP  Holdings.  Accordingly,  the  financial  results of
operations  of WWLP Holdings  have been  consolidated  with those of the Company
since March 31, 2000,  when WWLP Holdings,  Inc.  acquired  WWLP-TV from Benedek
Broadcasting Corporation.

     WAND-TV  Exchange:  On April 1, 2000,  the  Company  exchanged,  with Block
Communications  Inc.,  a 66.67%  interest  in certain  assets of its  television
station WAND-TV,  including its FCC license and network  affiliation  agreement,
for  substantially  all of the assets and certain  liabilities of WLFI-TV,  Inc.
Immediately  after the WAND-TV  exchange,  the Company and Block  Communications
Inc.  contributed  their  respective  interests  in  the  WAND-TV  assets  to  a
partnership, with the Company receiving a 33.33% interest in the partnership.

                                       15
<PAGE>


     UNAUDITED  PRO FORMA  RESULTS OF  ACQUISITIONS.  The  following  summarizes
unaudited pro forma  consolidated  results of operations as if acquisitions  and
disposals  had taken  place as of the  beginning  of the periods  presented  (in
thousands):

                                  Three Months                Nine Months
                              ended September 30,         ended September 30,
                            -----------------------     -----------------------
                              2001           2000          2001         2000
                            ---------     ---------     ----------    ---------
Net revenues ...........    $  63,704     $  72,486     $ 195,926     $ 213,079
Operating income .......        2,749        11,219        12,913        33,651
Net loss................      (12,485)      (48,715)      (38,164)      (48,889)


     The pro forma data give  effect to actual  operating  results  prior to the
acquisitions and disposals and adjustments to interest expense, amortization and
income  taxes.  No  effect  has been  given  to cost  reductions  and  operating
synergies  in  this  presentation.  The pro  forma  results  do not  necessarily
represent  results that would have occurred if the acqusition had taken place as
of the beginning of the periods presented,  nor are they necessarily  indicative
of the results of future operations.



Note 3 - Investments:

         Joint  Venture with NBC: The Company owns a 20.38%  interest in a joint
venture with NBC and accounts for its interest using the equity  method,  as the
Company  does  not have a  controlling  interest.  The  following  presents  the
summarized financial information of the joint venture (in thousands):

                                Three Months                 Nine Months
                             ended September 30,          ended September 30,
                            ---------------------        ----------------------
                              2001         2000             2001         2000
                            ---------   ---------        ----------   ---------
Net revenues............... $  32,551   $  44,247        $  109,021   $ 127,184
Operating income...........     8,569      18,446            36,894      50,659
Net income (loss)..........    (7,639)      2,414           (11,415)      1,906

                                  September 30,
                            ---------------------
                              2001         2000
                            ---------   ---------
Current assets............ $    4,315   $  30,431
Non-current assets........    243,425     239,199
Current liabilities.......        906       1,087
Non-current liabilities...    815,500     815,500



     Investment in Banks Broadcasting, Inc: The Company owns a 50.00% non-voting
interest in Banks  Broadcasting,  Inc.,  a company  formed in August  2000,  and
accounts for its interest using the equity method,  as the Company does not have
a  controlling  interest.   The  following  presents  the  summarized  financial
information of Banks Broadcasting, Inc. (in thousands):


                                Three Months                 Nine Months
                             ended September 30,          ended September 30,
                            ---------------------        ----------------------
                              2001         2000             2001         2000
                            ---------   ---------        ----------   ---------
Net revenues............... $   1,074   $     768        $    3,199   $     768
Operating loss.............      (982)       (205)           (1,854)       (205)
Net income (loss)..........      (414)       (205)           (1,212)       (205)

                                  September 30,
                            ---------------------
                              2001         2000
                            ---------   ---------
Current assets............ $    2,285   $   4,767
Non-current assets........     26,872      17,883
Current liabilities.......      1,233       2,306
Non-current liabilities...       ---          888


                                       16
<PAGE>


         Investment in WAND (TV) Partnership: The Company owns a 33.33% interest
in WAND (TV) Partnership,  a partnership  formed in April 2000, and accounts for
its interest using the equity method, as the Company does not have a controlling
interest.  The following presents the summarized  financial  information of WAND
(TV) Partnership (in thousands):

                                Three Months                 Nine Months
                             ended September 30,          ended September 30,
                            ---------------------        ----------------------
                              2001         2000             2001         2000
                            ---------   ---------        ----------   ---------
Net revenues............... $   1,419   $   1,953        $    4,721   $   4,073
Operating income (loss) ...      (395)        394              (533)        445
Net income (loss)..........      (440)        394              (563)        445

                                  September 30,
                            ---------------------
                              2001         2000
                            ---------   ---------
Current assets............ $    3,486   $   3,432
Non-current assets........     33,943      35,121
Current liabilities.......        881       2,292



Note 4 - Intangible Assets:

     Intangible assets consisted of the following at (in thousands):

                                               September 30,        December 31,
                                                    2001                2000
                                               -----------          -----------
FCC licenses and network affiliations......... $ 1,092,142          $ 1,055,654
Goodwill .....................................     647,810              652,508
LMA purchase options .........................       1,125                1,125
                                               -----------          -----------
                                                 1,741,077            1,709,287
Less accumulated amortization.................    (141,828)            (108,405)
                                               -----------          -----------
                                               $ 1,599,249          $ 1,600,882
                                               ===========          ===========


     In  accordance  with the  guidance  of SFAS No.  142,  "Goodwill  and other
Intangible  Assets",  no amortization has been recorded on FCC licenses acquired
in business combinations  consummated after June 30, 2001, as such licenses have
indefinite lives.

     During  2001  and  2000,  acquired  net  operating  loss  carryforwards  of
approximately  $12.0  million and $5.3 million,  respectively,  were utilized to
offset taxable income in Puerto Rico. As the deferred tax assets associated with
these  losses had been fully  reserved at the time of the  Pegasus  Broadcasting
acquisition  in October  1999,  the  benefits  were  recorded as  reductions  to
goodwill of $4.7 million and $2.1 million in 2001 and 2000, respectively.


Note 5 - Derivative Instruments:

     Effective  January 1, 2001,  the Company  adopted  Statement  of  Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities"  ("SFAS  133"),  as  amended,  which  requires  that all  derivative
instruments be reported on the balance sheet at fair value and that changes in a
derivative's  fair value be  recognized  currently in earnings  unless  specific
hedge  criteria  are met.  The Company  uses  derivative  instruments  to manage
exposure to interest rate risks. The Company's objective for holding derivatives
is to minimize its interest rate risk.

     The Company uses  interest  rate  collar,  cap and swap  arrangements,  not
designated  as hedging  instruments  under SFAS 133, in the  notional  amount of
$150.0 million at Sepetember 30, 2001 to mitigate the impact of the  variability
in interest rates in connection  with its variable rate senior credit  facility.
The  aggregate  fair  value of the  arrangements  at  September  30,  2001 was a
liability of $5.2 million. Interest expense for the three and nine-month periods
ended  September  30, 2001  includes a loss of $3.2  million  and $5.2  million,
respectively, from the marking-to-market of these derivative instruments.


                                       17
<PAGE>


Note 6 - Long-Term Debt:

     Long-term debt consisted of the following at (in thousands):

                                                     September 30, December 31,
                                                           2001         2000
                                                     ------------  -----------
Senior Credit Facilities ..........................  $    200,301  $   425,691
$300,000, 8 3/8% Senior Subordinated Notes
      due 2008 (net of discount of $451 as of
      September 30, 2001)...........................      299,549      299,441
$210,000, 8% Senior  Notes
      due 2008 (net of discount of $7,456 as of
      September 30, 2001                                  202,544        --

$2,500, 7% STC Broadcasting Note due 2006..........         2,500        --
Total  debt .......................................       704,894      725,132
                                                     ------------  -----------
Less current portion ..............................         --        (19,572)
                                                     ------------  -----------
Total long-term debt ..............................  $    704,894  $   705,560
                                                     ============  ===========

     On June 14, 2001, LIN Television  issued $210 million  aggregate  principal
amount at  maturity  of 8% Senior  Notes  due 2008 in a private  placement.  The
Senior  Notes  were  issued  at a  discount  to yield 8 3/4% and  generated  net
proceeds of $202.2 million. The Senior Notes are unsecured senior obligations of
LIN Television without  collateral  rights,  subordinated in right of payment to
all existing and any future senior  indebtedness  of LIN  Television.  Financing
costs of $4.5 million were incurred in connection  with the issuance and will be
amortized  over the term of the debt.  Cash interest on the Senior Notes accrues
at a  rate  of 8% per  annum  and  will  be  payable  semi-annually  in  arrears
commencing on January 15, 2002.  LIN  Television  is subject to compliance  with
certain financial covenants and other conditions. The Notes are subject to early
redemption provisions in the event of a change of control.

     A portion of the proceeds from the Senior Notes, less certain transactional
costs,  and a  capital  contribution  from LIN  Holdings  (see  Note 9 - Capital
Contribution) were used to repay $233.2 million of the Company's existing Senior
Credit  Facilities.  The Company incurred an extraordinary  charge in the period
ended June 30,  2001 of $4.4  million,  net of a tax  benefit of $2.4  million,
related to the write-off of unamortized deferred financing costs attributable to
the early settlement of this debt in the second quarter of 2001.

     Simultaneously  with the  consummation  of the  offering  of the new Senior
Notes,  the Company  obtained  certain  amendments to its existing Senior Credit
Facilities which (i) provided for the adjustment of certain financial  covenants
and ratio tests and (ii) increased certain fees and interest rate spreads.  As a
result of the  repayment of the term loans under the Senior  Credit  Facilities,
there is  expected  to be no  required  scheduled  amortization  payments  until
December 2005.

     The following are the adjustments made to the financial  covenant and ratio
tests under the Senior Credit Facilities:

                    1Q01    2Q01    3Q01    4Q01    1Q02    2Q02    3Q02    4Q02
                    ----    ----    ----    ----    ----    ----    ----    ----
Maximum Leverage Ratio:
Amended ........   7.40x   7.40x   7.40x   7.40x   7.40x   7.40x   7.40x   7.40x
Prior ..........   6.75x   6.75x   6.75x   6.75x   6.75x   6.75x   6.40x   6.40x

Minimum Interest Coverage Ratio:
Amended ........   1.50x   1.50x   1.50x   1.50x   1.50x   1.50x   1.50x   1.50x
Prior ..........   1.70x   1.70x   1.70x   1.70x   1.75x   1.75x   1.85x   1.85x


     On October 26, 2001, the Company filed an effective exchange offer to allow
holders of the new Senior  Discount Notes and new Senior Notes to exchange their
notes for registered notes with essentially identical terms.



                                       18
<PAGE>


Note 7 - Related Party Transactions:

     Monitoring  and Oversight  Agreement:  The Company is party to an agreement
with Hicks, Muse & Co. Partners,  L.P. ("Hicks Muse Partners"),  an affiliate of
the Company's ultimate parent, pursuant to which the Company agreed to pay Hicks
Muse Partners an annual fee (payable  quarterly)  for  oversight and  monitoring
services.  The aggregate  annual fee is adjustable,  on a prospective  basis, on
January  1 of  each  calendar  year to an  amount  equal  to 1% of the  budgeted
consolidated annual earnings before interest, tax, depreciation and amortization
("EBITDA") of the Company for the then current fiscal year. Upon the acquisition
by the Company of another entity or business,  the fee is adjusted prospectively
in the same  manner  using  the pro  forma  consolidated  annual  EBITDA  of the
Company. In no event shall the annual fee be less than $1.0 million.  Hicks Muse
Partners is also entitled to  reimbursement  for any expenses  incurred by it in
connection  with rendering  services  allocable to the Company.  The fee for the
three and nine  months  ended  September  30,  2001 was  $313,000  and  $939,000
respectively. The fee for the three and nine months ended September 30, 2000 was
$312,000 and $936,000, respectively.

     Financial  Advisory  Agreement:  The Company is also party to an  agreement
with Hicks Muse Partners,  pursuant to which Hicks Muse Partners  receives a fee
equal to 1.5% of the total value of certain transactions in which the Company is
involved.  Transactions  subject  to this  agreement  include  a  tender  offer,
acquisition,  sale, merger, exchange offer,  recapitalization,  restructuring or
other  similar  transaction.  This  fee for the  three  and  nine  months  ended
September 30, 2001 was $2.4 million,  relating to the  acquisitions  of WWLP-TV,
WNLO-TV and WJPX-TV, and was included in the total cost of that acquisition. The
Company  did not incur any fees  under  this  arrangement  in the three and nine
months ended September 30, 2000.


Note 8 - Commitments and Contingencies:

     The  Company  currently  and from time to time is  involved  in  litigation
incidental  to the  conduct of its  business.  In the  opinion of the  Company's
management,  none of such litigation as of September 30, 2001, is likely to have
a material adverse effect on the financial position,  results of operations,  or
cash flows of the Company.

     On March 30,  2001,  the  Company  exercised  its option to acquire the FCC
licenses of two of the Company's LMA stations,  WCTX-TV and WOTV-TV. The Company
expects to close on the  acquisitions of WCTX-TV and WOTV-TV upon the regulatory
approval of the Federal Communication Commission. The combined purchase price is
approximately $7.3 million, of which $4.0 million has been pre-paid. The balance
of $3.3  million  will  be  funded  by a  combination  of  operating  funds  and
additional borrowings from the revolving credit facility.



Note 9 - Capital Contribution:

     On June 14,  2001,  and in  connection  with  the  issuance  of the  Senior
Discount  Notes,  LIN Holdings  transferred  $71.5 million to the Company in the
form of a capital contribution.

Note 10 - Recent Accounting Pronouncements:

     In July 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards  No. 141 ("SFAS  141"),  "Business
Combinations." SFAS 141 requires the purchase method of accounting to be applied
for  business  combinations  initiated  after June 30, 2001 and  eliminates  the
pooling-of-interests method. The Company does not expect the application of SFAS
141 to  have  a  material  impact  on  its  financial  position  or  results  of
operations.



                                       19
<PAGE>

     In July 2001, the FASB issued Statement of Financial  Accounting  Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is generally
effective for the Company from January 1, 2002.  SFAS 142 requires,  among other
things,  the  discontinuance  of goodwill  amortization  and the introduction of
impairment testing in its place. In addition,  the standard includes  provisions
for the reclassification of certain existing recognized intangibles as goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments  of  goodwill.  SFAS 142 also  requires  the  Company to  complete a
transitional goodwill impairment test six months from the date of adoption.  The
Company is currently  assessing,  but has not yet fully  determined,  the impact
that SFAS 142 will have on its  financial  position  and results of  operations.
Certain  provisions  of SFAS 142 are  applicable to business  combinations  that
close after June 30, 2001. As a result,  the FCC licenses acquired in connection
with  the  WJPX-TV,  WKPV-TV,  WJWN-TV,  and  WNLO-TV  purchases  have  not been
amortized as they have an indefinite life.

     In October 2001,  the FASB issued  Financial  Accounting  Standards No. 144
("SFAS 144"),  "Accounting for the Impairment or Disposal of Long-Lived Assets."
SFAS 144 supercedes  Financial Accounting Standards No. 121, "Accounting for the
Impairment  of  Long-Lived  Assets and for Long Lived Assets to Be Disposed of."
SFAS 144 applies to all long-lived  assets (including  discontinued  operations)
and  consequently  amends  Accounting  Principles Board Opinion No. 30 (APB 30),
"Reporting  Results of  Operations  -  Reporting  the  Effects of  Disposal of a
Segment of a Business."  SFAS 144 is effective for financial  statements  issued
for fiscal years  beginning after December 15, 2001, and will thus be adopted by
the  Company,  as  required,   on  January  1,  2002.  Management  is  currently
determining  what effect,  if any, SFAS 144 will have on its financial  position
and results of operations.


                                       20
<PAGE>


Item 2.  Management's  Discussion  and  Analysis  of Results of  Operations  and
Financial Condition

Forward-Looking Statements

     Do not place undue reliance on forward-looking  statements.  This Quarterly
Report on Form 10-Q contains  forward-looking  statements  within the meaning of
Section 21E of the  Securities  Exchange  Act of 1934.  The words  "anticipate,"
"believe," "expect," "plan," "intend," "estimate," "project," "foresee," "will,"
"could," "may" and similar expressions are intended to identify  forward-looking
statements. All statements other than statements of historical facts included in
this  Quarterly  Report on Form 10-Q,  including  those  regarding the Company's
financial  position,  business  strategy,  projected  costs  and  objectives  of
management for future operations are forward-looking  statements.  The reader is
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which this Quarterly  Report on Form 10-Q is filed.
These factors  include,  without  limitation,  the promulgation of the new FCC's
broadcast  ownership  regulations  and  other  regulatory  changes,  changes  in
advertising,  demand, technological changes,  acquisitions and dispositions,  as
well as other risks detailed in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000, including those set forth under the heading "Risks
Associated  with  Business  Activity"  in Item I. The matters  discussed  in the
"Risks  Associated  with  Business  Activities"  below and other  factors  noted
throughout  this  Quarterly  Report  on  Form  10-Q  are  cautionary  statements
identifying  factors with respect to any such  forward-looking  statements  that
could  cause   actual   results  to  differ   materially   from  those  in  such
forward-looking  statements. All forward-looking statements contained herein are
expressly qualified in their entirety by such cautionary statements.

     The Company  undertakes no obligation  to update  publicly  forward-looking
statements, whether as a result of new information, future events or otherwise.

Business

     LIN  Holdings  Corp.  ("LIN  Holdings"),  together  with its  subsidiaries,
including LIN Television  Corporation  ("LIN  Television"  and together with LIN
Holdings the  "Company"),  is a television  station group operator in the United
States and Puerto Rico.  LIN Holdings and its  subsidiaries  are  affiliates  of
Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse").

Business Combinations and Dispositions

     We have  developed  our business  through a  combination  of  acquisitions,
dispositions and organic growth. We have acquired and disposed of the following
businesses in 2001 and 2000:

     WJPX-TV,  WKPV-TV, and WJWN-TV: On August 2, 2001, the Company acquired the
common stock of S&E Network Inc., a Puerto Rican  corporation that owns WJPX-TV,
WKPV-TV, and WJWN-TV.  WKPV-TV and WJWN-TV currently rebroadcast the programming
carried on WJPX-TV. The total purchase price, including transactional costs, was
approximately  $11.7 million and was funded by available  cash.  The Company has
accounted for the business combination under the purchase method of accounting.

     WNLO-TV:  On July 25, 2001, the Company acquired the broadcast  license and
operating assets of WNLO-TV (formerly called WNEQ-TV),  an independent broadcast
television station located in Buffalo,  New York. The Company has been operating
WNLO-TV since January 29, 2001 under a LMA agreement.  The total purchase price,
including  transactional  costs, was approximately $26.0 million, and was funded
by available cash. The Company has accounted for the business  combination under
the purchase method of accounting.

                                       21
<PAGE>


     WNAC-TV:  On June 5, 2001, the Company  acquired the broadcast  license and
certain related assets of WNAC-TV,  the Fox affiliate serving the Providence-New
Bedford  market.  Simultaneously  with the  acquisition,  the Company assumed an
existing LMA  agreement  with STC  Broadcasting,  Inc., an entity in which Hicks
Muse has a substantial  economic  interest,  under which STC Broadcasting,  Inc.
will  operate  WNAC-TV.  As a result of this LMA,  the Company does not generate
revenues or incur  expenses  from the  operation of this  station  but,  instead
receives  an  annual  fee of  $100,000  from STC  Broadcasting,  Inc.  The total
purchase price was approximately $2.5 million. The acquisition was funded with a
note payable to STC  Broadcasting.  The Company has  accounting for the business
combination under the purchase method of accounting.

     WWLP-TV:  On November 10, 2000, the Company acquired the broadcast  license
and operating assets of WWLP-TV, an NBC affiliate in Springfield,  MA. The total
purchase price for the acquisition was approximately  $128.0 million,  including
direct costs of the acquisition.  The acquisition was funded by borrowings under
the Company's  incremental term loan facility.  Although the Company did not own
or control the assets or FCC  license of WWLP-TV  prior to  November  10,  2000,
pursuant to Emerging  Issues  Task Force  Topic  D-14,  "Transactions  Involving
Special Purpose Entities," WWLP Holdings, Inc., the parent of WWLP-TV, satisfied
the  definition  of a  special  purpose  entity,  as a result  of a $75  million
guarantee  of WWLP  Holdings  debt by the  Company  and other  factors,  and the
Company  was  deemed  to be the  sponsor  of  WWLP  Holdings.  Accordingly,  the
financial  results of operations of WWLP  Holdings have been  consolidated  with
those of the Company since March 31, 2000,  when WWLP  Holdings,  Inc.  acquired
WWLP-TV from Benedek Broadcasting Corporation.

     Banks  Broadcasting  Inc.: On August 15, 2000, the Company  contributed its
interest  in WLBB  Broadcasting,  LLC and the  Company  and  21st  Century  both
contributed   their   respective   interests  in  Banks-Boise,   Inc.  to  Banks
Broadcasting  Inc. Banks  Broadcasting  Inc. owns and operates  KWCV-TV,  the WB
affiliate  serving  the  Wichita-Hutchinson,  Kansas  DMA and owns and  operates
KNIN-TV, a UPN affiliate servicing the Boise, Idaho market.

     WAND-TV  Exchange:  On April 1, 2000,  the  Company  exchanged,  with Block
Communications  Inc.,  a 66.67%  interest  in certain  assets of its  television
station WAND-TV,  including its FCC license and network  affiliation  agreement,
for  substantially  all of the assets and certain  liabilities of WLFI-TV,  Inc.
Immediately after the WAND-TV exchange the Company and Block Communications Inc.
contributed  their respective  interests in the WAND-TV assets to a partnership,
with the Company receiving a 33.33% interest in the partnership.

     In connection with acquisitions  accounted for under the purchase method of
accounting,  the Company does not  separately  value  acquired FCC  broadcasting
licenses and network affiliation  agreements as they do not represent separately
identifiable  intangible  assets,  but rather  have a value that is  inseparably
linked.  The future value of the Company's FCC licenses  could be  significantly
impaired by the loss of corresponding  network affiliation  agreements,  or vice
versa.

                                       22
<PAGE>


Results of Operations

     Set  forth  below  are the  significant  factors  that  contributed  to the
operating  results of the Company  for the three and  nine-month  periods  ended
September 30, 2001 and 2000. The Company's  results from  operations from period
to period are not directly  comparable because of the impact of acquisitions and
disposals,  including the acquisitions of WJPX-TV, WKPV-TV, WJWN-TV, and WNLO-TV
in 2001 and WWLP-TV and WLFI-TV in 2000, and the disposition of WAND-TV in 2000.

<TABLE>
<CAPTION>
                                                               Three Months               Nine Months
                                                             Ended September 30,       Ended September 30,
                                                            ---------------------     ---------------------
                                                               2001        2000          2001        2000
                                                            ---------   ---------     ---------   ---------
<S>                                                         <C>         <C>           <C>         <C>
Net revenues ...............................................$  63,534   $  72,094     $ 194,608   $ 209,166
                                                            ---------   ---------     ---------   ---------
Operating costs and expenses:
      Direct operating .....................................   20,223      20,209        60,817      57,961
      Selling, general and administrative ..................   15,398      15,872        47,390      46,989
      Corporate ............................................    2,443       2,630         6,927       7,166
      Amortization of program rights .......................    5,568       5,395        16,367      15,736
      Depreciation and amortization of intangible assets....   17,129      16,784        50,444      48,095
                                                            ---------   ---------     ---------   ---------
Total operating costs and expenses .........................   60,761      60,890       181,945     175,947
                                                            ---------   ---------     ---------   ---------
Operating income ...........................................    2,773      11,204        12,663      33,219
</TABLE>




     Net revenues consist  primarily of national and local airtime sales, net of
sales  adjustments  and  agency  commissions.  Additional  but less  significant
amounts are  generated  from network  compensation,  Internet  revenues,  barter
revenues,  production  revenues  and rental  income.  Total net revenues for the
three and nine-month  periods ended  September 30, 2001 decreased 11.9% to $63.5
million  and 7.0% to $194.6  million,  respectively,  compared to net revenue of
$72.1 million and $209.2 million,  respectively, for the same periods last year.
The decrease in the three and  nine-month  periods ended  September 30, 2001 was
primarily  due to a decrease of $5.1 million and $7.9 million  respectively,  in
political  advertising due to the campaign election cycle and a decrease of $4.5
million and $13.2 million, respectively, in demand for national advertising that
began in the third quarter of 2000 and has continued  into the fourth quarter of
2001.

     Direct  operating  expenses,  consisting  primarily  of news,  engineering,
programming  and  music  licensing  costs,  for  the  three-month  period  ended
September 30, 2001 remained flat at $20.2 million and for the nine-month  period
ended  September 30, 2001 increased  4.9% to $60.8  million,  compared to direct
operating  expenses  of $20.2  and  $58.0  million,  respectively,  for the same
periods last year.  The increase in the  nine-month  period ended  September 30,
2001 is primarily due to the startup costs of the low power television  stations
in Grand  Rapids,  Michigan  and the LMA in Buffalo,  New York of  $375,000  and
$709,000,  respectively,  and to the  impact  of the  acquisitions  of  WLFI-TV,
WWLP-TV,  WKPV-TV,  WJWN-TV,  and WJPX-TV partially offset by the disposition of
WAND-TV,  a net increase of $3.6 million as a result of these  acquisitions  and
disposition.

     Selling,  general and  administrative  expenses,  consisting  primarily  of
employee   salaries,   sales  commissions  and  other  employee  benefit  costs,
advertising and promotional expenses, for the three and nine-month periods ended
September 30, 2001  decreased  3.0% to $15.4 million and increased 0.1% to $47.4
million, respectively,  compared to selling, general and administrative expenses
of $15.9  million and $47.0  million,  respectively,  for the same  periods last
year. The decrease is primarily due to favorable terms on an operating agreement
of  $800,000  and $2.3  million  for the  three  and  nine-month  periods  ended
September  30,  2001,  respectively,  offset  by  an  increase  of  $339,000  in
advertising  costs  associated with the network  affiliation  switch from the WB
network  to the  UPN  network  of  WCTX-TV  in New  Haven,  Connecticut  for the
nine-month  period  ended  September  30,  2001,  as  well  the  impact  of  the
acquisitions of WLFI-TV,  WWLP-TV, WKPV-TV, WJWN-TV and WJPX-TV partially offset
by the  disposition of WAND-TV,  a net impact of $1.3 million for both the three
and  nine-month   periods  ended  September  30,  2001  as  a  result  of  these
acquisitions and disposition.

                                       23
<PAGE>


     Corporate  expenses,  representing  costs  associated  with the centralized
management of the Company's stations, for the three and nine-month periods ended
September  30, 2001  decreased  7.1% to $2.4  million and 3.3% to $6.9  million,
respectively,  compared to corporate  expenses of $2.6 million and $7.2 million,
respectively,  for the same  periods  last year.  The decrease is due to certain
operating agreements being allocated to the stations in the three and nine-month
periods ended September 30, 2001.

     Amortization  of program  rights,  representing  costs  associated with the
acquisition of syndicated programming,  features and specials, for the three and
nine-month  periods ended  September 30, 2001 increased 3.2% to $5.6 million and
4.0% to $16.4 million, respectively,  compared to amortization of program rights
of $5.4 million and $15.7 million, respectively, for the same periods last year.
The  increase  is  primarily  due to the  acquisitions  of WLFI-TV  and  WWLP-TV
partially offset by the disposition of WAND-TV.

     Depreciation  and  amortization  of  intangible  assets  for the  three and
nine-month  periods ended September 30, 2001 increased 2.1% to $17.1 million and
4.9% to $50.4 million,  respectively,  compared to depreciation and amortization
of intangible assets of $16.8 million and $48.1 million,  respectively,  for the
same  periods  last year.  The  increase  is  primarily  due to the  increase in
equipment and intangible  assets  associated  with the  acquisitions of WLFI-TV,
WWLP-TV,  WNLO-TV,  WJPX-TV,  WKPV-TV,  and  WJWN-TV  partially  offset  by  the
disposition of WAND-TV.

Other Expenses

     Interest  expense for the three and nine-month  periods ended September 30,
2001 increased  3.4% to $25.8 million and 5.7% to $72.0  million,  respectively,
compared to interest  expense of $24.9 million and $68.1 million,  respectively,
for the same periods last year. The increase in the three and nine-month  period
ended  September  30, 2001 is due to the  issuance  of the new Senior  Notes and
Senior  Discount  Notes (as more  fully  discussed  in  "Liquidity  and  Capital
Resources"  below)  resulting  in  additional  interest  expense of $841,000 and
$972,000,  respectively,  and to the increased  borrowings  associated  with the
acquisition  of WWLP-TV  on March 31,  2000  resulting  in  additional  interest
expense of $1.6 million.

     Interest  expense  for  LIN  Television   Corporation  for  the  three  and
nine-month periods ended September 30, 2001 decreased 11.8% to $16.3 million and
1.5% to $48.3  million,  respectively,  compared  to  interest  expense of $18.4
million and $49.0  million,  respectively,  for the same periods last year.  The
decrease is  primarily  due to the early  retirement  of a portion of the Senior
Credit  Facility  from the  proceeds of the issuance of the new Senior Notes and
new Senior Discount Notes.

     Investment income for the three and nine-month  periods ended September 30,
2001  increased to $1.2 million and $3.1 million,  respectively,  compared to an
income of $1.0 million and $3.0 million, respectively, for the same periods last
year.  The  increase  was the  result  of  improvements  to our cash  management
systems, resulting in higher average investment balances.

     Share of (income) loss in equity  investments  for the  three-month  period
ended September 30, 2001 changed to a loss of $1.9 million compared to income of
$400,000 for the same period last year. The loss in equity  investments  for the
nine-month  period enced  September 30, 2001 increased $3.1 million  compared to
$36,000  for the same  period  last  year.  The  losses  are the  result  of the
operating performances of the NBC Joint Venture, WAND (TV) Partnership and Banks
Broadcasting, Inc.

     Other  expenses for the three and  nine-month  periods ended  September 30,
2001  increased to $3.1 million and $4.9 million,  respectively,  compared to an
income of $160,000 and $148,000,  respectively,  for the same periods last year.
The  increase is  primarily  due to losses of $3.2  million and $5.2  million on
derivative  instruments for the three and nine-month periods ended September 30,
2001, respectively,

     The  Company's  benefit  from income tax for the  three-month  period ended
September  30, 2001  increased to  approximately  $7.4 million  compared to $4.9
million for the same period last year.  The  provision  for income taxes for the
nine-month period ended September 30, 2001 changed to a benefit of $15.4 million
compared to a  provision  of $2.1  million for the same period last year.  These
changes were  primarily  due to the  disproportionate  impact of  non-deductible
goodwill  relative to the projected annual pretax net loss from period to period
and the utilization of pre-acquisition net operating losses in Puerto Rico.

     LIN  Television  Corporation's  benefit from income taxes for the three and
nine-month  periods ended September 30, 2001 is  approximately  $4.9 million and
$6.7  million,  respectively,  compared to a provision  of  approximately  $43.8
million and $38.4  million for the same  periods last year.  These  changes were
primarily due to the disproportionate impact of non-deductible goodwill relative
to the  projected  annual  pretax  net  loss  from  period  to  period  and  the
utilization of pre-acquisition net operating losses in Puerto Rico.

                                       24
<PAGE>


Liquidity and Capital Resources

     At September 30, 2001,  the Company had cash and cash  equivalents of $22.0
million and total debt of $1.1 billion.

     Net  cash  provided  by  operating  activities  for the nine  months  ended
September  30, 2001 was $10.4  million  compared  to $31.3  million for the same
period last year. The decrease is primarily the result of a decrease in national
and political revenues, a reduction in demand for national  adverterising and an
increase in operating and interest expenses.

     Net cash used in investing activities was $42.5 million for the nine months
ended  September 30, 2001,  compared to $156.8  million for the same period last
year.  The change is  primarily  due to  amounts  paid  related  to the  WWLP-TV
transaction  in the  first  quarter  of 2000  and the  acqusitions  of  WJPX-TV,
WKPV-TV, WJWN-TV, and WNLO-TV in the third quarter of 2001.

     Net  cash  provided  by  financing  activities  for the nine  months  ended
September  30, 2001 was $46.3  million  compared to $123.8  million for the same
period last year.  The change is primarily due to the proceeds from the issuance
of the new  Senior  Discount  Notes and the new  Senior  Notes  (net of  partial
repayment of the Senior Credit Facilities) in 2001 and proceeds from a draw down
of a credit facility in connection with the WWLP-TV transaction in 2000.

     On June  14,  2001,  LIN  Holdings  Corp.  issued  $100  million  aggregate
principal  amount at maturity of 10% Senior Discount Notes due 2008 in a private
placement.  These new Senior  Discount  Notes were issued at a discount to yield
12.5% and  generated  net  proceeds of $73.9  million.  Financing  costs of $2.4
million were incurred in connection with the issuance and will be amortized over
the term of the  debt.  The new  Senior  Discount  Notes  are  unsecured  senior
obligations  of LIN  Holdings and are not  guaranteed.  Cash  interest  will not
accrue or be  payable  on the  Senior  Discount  Notes  prior to March 1,  2003.
Thereafter,  cash  interest  will  accrue at a rate of 10% per annum and will be
payable semi-annually in arrears commencing on September 1, 2003. The Company is
subject to compliance with certain financial  covenants and other conditions set
forth in the  offering  memorandum.  The Notes are  subject to early  redemption
provisions in the event of a change of control.

     On June 14, 2001, LIN Television  issued $210 million  aggregate  principal
amount at maturity of 8% Senior Notes due 2008 in a private  placement.  The new
Senior  Notes  were  issued  at a  discount  to yield 8 3/4% and  generated  net
proceeds  of  $202.2  million.   The  new  Senior  Notes  are  unsecured  senior
obligations of LIN Television without  collateral rights,  subordinated in right
of payment to all existing and any future senior indebtedness of LIN Television.
Financing  costs of $4.5 million were incurred in  connection  with the issuance
and will be amortized over the term of the debt. Cash interest on the new Senior
Notes  accrues  at a rate of 8% per annum and will be payable  semi-annually  in
arrears  commencing on January 15, 2002. LIN Television is subject to compliance
with certain financial covenants and other conditions.  The Notes are subject to
early redemption provisions in the event of a change of control.

     Simultaneously  with the  consummation  of the  offering  of the new Senior
Discount Notes and the new Senior Notes, the Company obtained certain amendments
to its existing Senior Credit  Facilities  which (i) provided for the adjustment
of certain financial  covenants and ratio tests, (ii) provided that $100 million
of the $160 million  revolving  portion of the Senior Credit  Facilities  may be
used to fund the $125  million  mandatory  redemption  payment  on the  existing
Senior Discount Notes due on March 1, 2003 or,  subsequent to the funding of the
mandatory  redemption  payment, to make interest payments on the existing Senior
Discount Notes and (iii) increased certain fees and interest rate spreads.  As a
result of the  repayment of the term loans under the Senior  Credit  Facilities,
there is  expected  to be no  required  scheduled  amortization  payments  until
December 2005.


                                       25
<PAGE>


     The following are the adjustments made to the financial  covenant and ratio
tests under the Senior Credit Facilities:

                    1Q01    2Q01    3Q01    4Q01    1Q02    2Q02    3Q02    4Q02
                    ----    ----    ----    ----    ----    ----    ----    ----
Maximum Leverage Ratio:
Amended ........   7.40x   7.40x   7.40x   7.40x   7.40x   7.40x   7.40x   7.40x
Prior ..........   6.75x   6.75x   6.75x   6.75x   6.75x   6.75x   6.40x   6.40x

Minimum Interest Coverage Ratio:
Amended ........   1.50x   1.50x   1.50x   1.50x   1.50x   1.50x   1.50x   1.50x
Prior ..........   1.70x   1.70x   1.70x   1.70x   1.75x   1.75x   1.85x   1.85x


     Based on the current  level of  operations  and  anticipated  future growth
(both  internally  generated  as  well as  through  acquisitions),  the  Company
believes that its cash flows from operations, together with available borrowings
under  its  credit  facilities,  will  be  sufficient  to meet  its  anticipated
requirements for working capital,  capital  expenditures,  interest payments and
scheduled principal payments for at least the next twelve months.

Risks Associated with Business Activities

     Potential  Negative  Consequences  of  Substantial   Indebtedness.   As  of
September 30, 2001, LIN Holdings had approximately  $1.1 billion of consolidated
indebtedness  and  approximately  $413.0 million of  consolidated  stockholders'
equity.  LIN  Television  had  approximately   $704.9  million  of  consolidated
indebtedness  and  approximately  $729.9 million of  consolidated  stockholders'
equity.

     The level of  indebtedness  of LIN Holdings and LIN  Television  could have
several negative  consequences to holders of the Senior  Subordinated Notes, the
Senior Discount Notes,  the new Senior Notes, and the new Senior Discount Notes,
(collectively the "Notes"), including, but not limited to, the following:

-    a substantial  portion of the Company's cash flow from  operations  will be
     dedicated  to the payment of  principal,  premium (if any) and  interest on
     their  respective  indebtedness,  thereby  reducing the funds available for
     operations,  distributions to LIN Holdings for payments with respect to LIN
     Holdings'  indebtedness,  future business  opportunities and other purposes
     and  increasing  the  vulnerability  of LIN Holdings and LIN  Television to
     adverse general economic and industry conditions;

-    the ability of the Company to obtain additional financing in the future may
     be limited;

-    all of the indebtedness in connection with the Senior Credit Facilities,
     a credit facility with Chase Manhattan Bank, as  administrative  agent, and
     the lenders named  therein,  that  establishes  a $173.3  million term loan
     facility  and a $160  million  revolving  facility,  will be secured and is
     scheduled  to become due prior to the time the  principal  payments  on the
     Notes are scheduled to become due;

-    certain of the Company's borrowings (including, without limitation, amounts
     borrowed under the Senior Credit  Facilities)  will be at variable rates of
     interest, which will expose the Company to increases in interest rates; and

-    the mandatory  principal  redemption amount (expected to be $125 million as
     defined in the indenture governing the Senior Discount Notes) of the Senior
     Discount Notes will become due and payable in a lump sum on March 1, 2003.


                                       26
<PAGE>


     LIN Holdings' and LIN Television's  respective  abilities to make scheduled
payments of the  principal  of, or to pay  interest  on, or to  refinance  their
respective indebtedness will depend on the future performance of the Company and
its  subsidiaries,  which to a  certain  extent  will be  subject  to  economic,
financial,  regulatory,  competitive  and other  factors  beyond  the  Company's
control.  Based upon the Company's  current  operations and anticipated  growth,
management  believes  that future cash flow from  operations,  together with the
Company's  available  borrowings  under the Senior  Credit  Facilities,  will be
adequate  to meet LIN  Holdings'  and LIN  Television's  respective  anticipated
requirements for capital expenditures, interest payments and scheduled principal
payments. There can be no assurance that the Company's business will continue to
generate  sufficient  cash flow from  operations  in the future to  service  the
Company's respective  indebtedness and make necessary capital  expenditures.  If
unable to do so, the Company may be  required to  refinance  all or a portion of
its respective  indebtedness or sell assets or to obtain  additional  financing.
There can be no assurance that any such refinancing would be possible,  that any
assets could be sold (or, if sold, of the timing of such sales and the amount of
proceeds realized therefrom) or that additional financing could be obtained.

     General Electric Capital  Corporation  ("GECC") provided debt financing for
the NBC joint venture in the form of an $815.5  million  25-year  non-amortizing
senior  secured note  bearing an initial  interest  rate of 8.0% per annum.  The
Company  expects  that the  interest  payments on the GECC Note will be serviced
solely  by the cash  flow of the NBC  joint  venture.  The  GECC  Note is not an
obligation  of the Company and is recourse  only to the NBC joint  venture,  LIN
Television's  equity  interests  therein  and  Ranger  Equity  Holdings  B Corp.
("Ranger B"), pursuant to a guarantee.  Ranger B is a wholly owned subsidiary of
Ranger  Equity  Holdings  Corporation  and is one of LIN Holdings' two corporate
parents and the guarantor of the GECC Note. Ranger B owns 63% of LIN Holdings.

     If an event of default  occurs  under the GECC Note,  and GECC is unable to
collect all obligations owed to it after exhausting all commercially  reasonable
remedies  against the NBC joint  venture  (including  during the pendency of any
bankruptcy involving the NBC joint venture),  GECC may proceed against Ranger B,
to  collect  any  deficiency.  If  Ranger  B  does  not  otherwise  satisfy  its
obligations under the guaranty,  GECC could attempt to claim all or a portion of
the  common  stock of LIN  Holdings  owned by  Ranger B  through  an  insolvency
proceeding  or  otherwise.  If such an event were to occur,  GECC  could  obtain
control of LIN Holdings and, as a result, LIN Television.

     Restrictions  Imposed on the Company by Terms of  Indebtedness.  The credit
agreement  governing the Senior Credit  Facilities and the indentures  governing
the Notes contain  covenants  that  restrict LIN Holdings' and LIN  Television's
respective abilities to:

-    incur indebtedness;

-    pay dividends;

-    create liens;

-    sell assets;

-    engage in certain mergers and acquisitions; and

-    refinance indebtedness.

     The credit agreement  governing the Senior Credit  Facilities  requires LIN
Television  to  maintain  certain  financial  ratios.  If  LIN  Holdings  or LIN
Television  fails to comply with the various  covenants  contained in the credit
agreement governing the Senior Credit Facilities or the indentures governing the
Notes,  as  applicable,  each of them would be in default  and the  maturity  of
substantially  all  of  their  respective   long-term   indebtedness   could  be
accelerated.  A default  of the  indentures  would also  constitute  an event of
default under the Senior Credit  Facilities.  If LIN  Television  were unable to
repay amounts  outstanding  under the credit agreement,  the lenders  thereunder
could proceed against the collateral granted to them to secure the indebtedness.
If the amounts  outstanding under the credit agreement were  accelerated,  there
can be no assurance that the assets of LIN Television and its subsidiaries would
be sufficient to repay the amount in full.

     The Notes and the Senior Credit Facilities  impose certain  restrictions on
the  Company's  ability to make  capital  expenditures  and limit the  Company's
ability to incur  additional  indebtedness.  Such  restrictions  could limit the
Company's ability to respond to market conditions,  to provide for unanticipated
capital   investments   or  to  take   advantage  of  business  or   acquisition
opportunities.

                                       27
<PAGE>


     Structural  Subordination  of  LIN  Holdings.  LIN  Holdings  is a  holding
company, which conducts all of its operations through its subsidiaries and whose
only material asset is the capital stock of LIN  Television.  Consequently,  LIN
Holdings depends on  distributions  from LIN Television to meet its debt service
obligations.  Because of the  substantial  leverage of LIN  Television,  and the
dependence of LIN Holdings upon the operating  performance  of LIN Television to
generate  distributions  to LIN  Holdings,  there can be no  assurance  that LIN
Holdings will have adequate  funds to fulfill its  obligations in respect of the
Senior Discount Notes when due. In addition,  the credit agreement governing the
Senior Credit Facilities, the indentures governing the Senior Subordinated Notes
and  applicable  federal  and state law impose  restrictions  on the  payment of
dividends and the making of loans by LIN Television to LIN Holdings. As a result
of the foregoing restrictions,  LIN Holdings may be unable to gain access to the
cash flow or assets of LIN Television in amounts sufficient to pay the mandatory
principal  redemption amount when due on March 1, 2003, and cash interest on the
Senior  Discount  Notes on and  after  March  1,  2003,  the date on which  cash
interest  thereon first becomes  payable,  and principal of the Senior  Discount
Notes when due. In such event, LIN Holdings may be required to:

-    refinance the Senior Discount Notes;

-    seek additional debt or equity financing;

-    cause LIN  Television  to  refinance  all or a portion of LIN  Television's
     indebtedness with indebtedness  containing  covenants allowing LIN Holdings
     to gain access to LIN Television's cash flow or assets;

-    cause LIN Television to obtain  modifications of the covenants  restricting
     LIN Holdings' access to cash flow or assets of LIN Television  contained in
     LIN Television's  financing documents (including,  without limitation,  the
     credit  agreement  and the  indentures  governing  the Senior  Subordinated
     Notes); or

-    pursue a combination of the foregoing actions.

     No  assurance  can be given  that any of the  foregoing  measures  could be
accomplished.

     Growth  Through  Acquisitions;  Future  Capital  Requirements.  The Company
intends to pursue selective acquisitions of television stations with the goal of
improving  their  operating   performance  by  applying   management's  business
strategy.  Inherent  in any  future  acquisitions  are  certain  risks  such  as
increasing leverage and debt service requirements and combining company cultures
and  facilities  which  could have a material  adverse  effect on the  Company's
operating results,  particularly  during the period  immediately  following such
acquisitions.  Additional  debt or equity  capital  may be  required to complete
future  acquisitions,  and there can be no assurance the Company will be able to
raise the  required  capital.  Moreover,  there can be no  assurances  that with
respect  to any  acquired  station,  the  Company  will be able to  successfully
implement effective cost controls, increase advertising revenues or increase its
audience share.

     Dependence  on  Advertising  and Certain  External  Factors.  The Company's
operating  results are primarily  dependent on advertising  revenues  which,  in
turn,  depend on national and local economic  conditions,  coverage of political
events and high profile sporting events (e.g., the Olympics, Super Bowl and NCAA
Men's  Basketball   Tournament),   the  relative  popularity  of  the  Company's
programming (which in many cases, is dependent on the relative popularity of the
relevant  network's  programming),   the  demographic   characteristics  of  the
Company's  markets,  the activities of  competitors  and other factors which are
outside the Company's  control.  The television  industry is cyclical in nature,
and the  Company's  revenues  could be  adversely  affected  by a future  local,
regional or national recession.

     Reliance on Syndicated  Programming.  One of the Company's most significant
operating  costs is syndicated  programming.  There can be no assurance that the
Company will not be exposed in the future to increasing  syndicated  programming
costs which may adversely affect the Company's  operating results.  Acquisitions
of  program  rights  are often  made two or three  years in  advance,  making it
difficult to accurately  predict how a program will perform.  In some instances,
programs  must be  replaced  before  their  costs  have  been  fully  amortized,
resulting in write-offs that increase station operating costs.


                                       28
<PAGE>


     Non-Renewal or Termination of Affiliation  Agreements.  The  non-renewal or
termination of a network  affiliation  agreement  could have a material  adverse
effect on the Company's  operations.  Four of the  Company's  owned and operated
stations are affiliated with CBS, four with NBC, and one with ABC. Each of these
networks  generally  provides  these  stations with up to 22 hours of prime time
programming  per  week.  In  return,  the  stations  broadcast  network-inserted
commercials  during such  programming  and receive  cash  network  compensation.
Although  network  affiliates   generally  have  achieved  higher  ratings  than
unaffiliated  independent stations in the same market, there can be no assurance
as to the future success of each network's  programming or the  continuation  of
such programming.  The Company's network  affiliation  agreements are subject to
termination by such networks under certain circumstances.

     The Company believes that it enjoys a good  relationship  with each of CBS,
NBC and  ABC,  as well as the  other  networks  with  which  it has  affiliation
agreements.

     Certain of the networks  with which the Company's  stations are  affiliated
have required other broadcast groups, upon renewal of affiliation agreements, to
reduce  or  eliminate  network  affiliation  compensation  and to  accept  other
material modifications of existing affiliation agreements. However, there can be
no assurance that such affiliation  agreements will remain in place or that each
network will continue to provide  programming or  compensation  to affiliates on
the same basis as it currently provides programming or compensation.

     Competition for Advertising  Revenues and Audience Ratings.  The television
broadcasting  industry is a highly  competitive  business  and is  undergoing  a
period of consolidation  and significant  change.  Many of the Company's current
and potential  competitors have greater  financial,  marketing,  programming and
broadcasting  resources  than  the  Company.  Technological  innovation  and the
resulting proliferation of programming  alternatives,  such as cable television,
wireless cable, satellite-to-home distribution services, internet,  pay-per-view
and home video and entertainment systems, have fractionalized television viewing
audiences and have subjected free over-the-air  television broadcast stations to
new types of  competition.  In  addition,  as a result of the Telecom  Act,  the
legislative  ban on telephone  cable  ownership  has been repealed and telephone
companies are now  permitted to seek FCC approval to provide  video  services to
homes under specified circumstances.  Consequently,  the Company may not be able
to maintain or increase its current audience ratings or advertising revenues.

     Potential Effects of Television Broadcasting Regulation on License Renewals
and  Ownership.  The  broadcasting  industry is subject to regulation by various
governmental  agencies.  In particular,  under the  Communications  Act, the FCC
licenses  television  stations and  extensively  regulates  their  ownership and
operation.  The  Company  depends on its  ability to hold  television  broadcast
licenses from the FCC,  which are  ordinarily  issued for maximum terms of eight
years  and are  renewable.  Although  it is rare  for the FCC to deny a  license
renewal  application,  there can be no assurance  that the Company's  television
broadcasting  licenses  or the  licenses  owned  by the  owner-operators  of the
stations currently  programmed by the Company under LMAs will be renewed or that
if  renewed  the   renewals   will  not  include   restrictive   conditions   or
qualifications.

     Dependence  on Key  Personnel.  The  Company  believes  that its success is
dependent  upon its ability to attract  and retain  skilled  managers  and other
personnel,  including its present officers and general managers. The loss of the
services of Gary R. Chapman, the Chairman, President and Chief Executive Officer
of LIN Holdings and LIN Television,  could have a material adverse effect on the
operations of the Company.  Mr. Chapman's current employment  agreement with LIN
Television will automatically renew for an additional year on December 31, 2001.

     Recent Accounting  Pronouncements.  In July 2001, the Financial  Accounting
Standards Board ("FASB") issued Statement of Financial  Accounting Standards No.
141 ("SFAS 141"), "Business Combinations." SFAS 141 requires the purchase method
of accounting to be applied for business  combinations  initiated after June 30,
2001 and eliminates the pooling-of-interests method. The Company does not expect
the application of SFAS 141 to have a material impact on its financial  position
or results of operations.


                                       29
<PAGE>


     In July 2001, the FASB issued Statement of Financial  Accounting  Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is generally
effective for the Company from January 1, 2002.  SFAS 142 requires,  among other
things,  the  discontinuance  of goodwill  amortization  and the introduction of
impairment testing in its place. In addition,  the standard includes  provisions
for the reclassification of certain existing recognized intangibles as goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments  of  goodwill.  SFAS 142 also  requires  the  Company to  complete a
transitional goodwill impairment test six months from the date of adoption.  The
Company is currently  assessing,  but has not yet fully  determined,  the impact
that SFAS 142 will have on its  financial  position  and results of  operations.
Certain  provisions  of SFAS 142 are  applicable to business  combinations  that
close after June 30, 2001. As a result,  the FCC licenses acquired in connection
with  the  WJPX-TV,  WKPV-TV,  WJWN-TV,  and  WNLO-TV  purchases  have  not been
amortized as they have an indefinite life.

     In October 2001,  the FASB issued  Financial  Accounting  Standards No. 144
("SFAS 144"),  "Accounting for the Impairment or Disposal of Long-Lived Assets."
SFAS 144 supercedes  Financial Accounting Standards No. 121, "Accounting for the
Impairment  of  Long-Lived  Assets and for Long Lived Assets to Be Disposed of."
SFAS 144 applies to all long-lived  assets (including  discontinued  operations)
and  consequently  amends  Accounting  Principles Board Opinion No. 30 (APB 30),
"Reporting  Results of  Operations  -  Reporting  the  Effects of  Disposal of a
Segment of a Business."  SFAS 144 is effective for financial  statements  issued
for fiscal years  beginning after December 15, 2001, and will thus be adopted by
the  Company,  as  required,   on  January  1,  2002.  Management  is  currently
determining  what effect,  if any, SFAS 144 will have on its financial  position
and results of operations.


                                       30