<PAGE>

                        SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                   FORM 10-K/A


 /XX/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
For the fiscal year ended               December 31, 1996  

                                               OR

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

for the transition period from _____________ to _________________________

                         Commission File Number 1-10321


                            THE ACKERLEY GROUP, INC.
             (Exact name of Registrant as specified in its charter)

                   Delaware                                91-1043807 
         -------------------------------                ----------------
         (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)                Identification No.)


         1301 Fifth Avenue, Suite 4000
         Seattle, Washington                                   98101 
         ---------------------------------------       -------------------
         (Address of principal executive offices)           (Zip code)


Registrant's telephone number, including area code: (206) 624-2888

Securities registered pursuant to Section 12(b) of the Act: Common Stock

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

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

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

                   Yes   X             No 
                       -----              -----

Aggregate market value of voting Common Stock held by nonaffiliates of 
Registrant as of March 14, 1997:  $120,030,253.

Number of shares of common stock, $.01 par value, outstanding as of
March 14, 1997:  19,813,002 Common Stock and 11,353,810 Class B Common
Stock.

Documents incorporated by reference and parts of Form 10-K into which
incorporated:  None

<PAGE>

                                    PART III

          ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
                                        
Board of Directors

    The Company's Board of Directors is comprised of Barry A. Ackerley, Gail 
A. Ackerley, Richard P. Cooley, M. Ian G. Gilchrist, and Michel C. Thielen.  
Barry A. Ackerley and Gail A. Ackerley are husband and wife. Directors are 
elected annually, and serve until the next annual meeting of the Company's 
shareholders.  Information concerning each director's age, period served as a 
director, other positions and offices held with the Company, other 
directorships, and business experience is included under Part III, Item 12 of 
this report.

Executive Officers

    Information concerning the Company's executive officers is included under 
Part I, Item 4 of this report.

Section 16(a) Beneficial Ownership Compliance

    On March 8, 1996 and March 11, 1996, Barry A. Ackerley sold an aggregate 
of 50,000 shares of Common Stock and converted 50,000 shares of Class B 
Common Stock into an equivalent number of shares of Common Stock, pursuant to 
shareholder rights granted in the Company's Certificate of Incorporation, on 
March 12, 1996.  These transactions were reported late on Form 4, filed with 
the Commission on October 17, 1996.  In addition, Gail A. Ackerley, who is 
deemed to possess an indirect ownership interest in Mr. Ackerley's Common 
Stock and Class B Common Stock holdings, reported her indirect interest in 
these transactions late on Form 4, filed with the Commission on February 11, 
1997.

    In September 1996, Richard P. Cooley, M. Ian G. Gilchrist, and Michel C. 
Thielen each filed a late report of their purchases of 200 shares of Common 
Stock on May 15, 1996 under the Nonemployee Directors' Equity Compensation 
Plan.

    In making these disclosures, the Company has relied solely on written 
representations of its directors and executive officers and copies of the 
reports that they have filed with Commission.

<PAGE>

                        ITEM 11 - EXECUTIVE COMPENSATION

Directors' Fees

    As of May 1996, each director who is not an employee of the Company 
receives a quarterly fee of $5,000.  In addition, each director is reimbursed 
up to $1,500 per quarter for out-of-pocket expenses in connection with 
attendance at meetings of the Board of Directors.

Nonemployee Directors' Equity Compensation Plan

    The Company's Nonemployee-Directors' Equity Compensation Plan (the 
"Directors' Plan") was approved by the Board of Directors in 1995 and by the 
shareholders in 1996.  The purpose of the Directors' Plan is to allow 
directors who are not employees of the Company ("Nonemployee Directors") to 
elect to receive directors' fees in the form of shares of Common Stock 
instead of in cash.  There is a total of 100,000 shares of Common Stock 
authorized and reserved for issuance under the Directors' Plan.

    Under the terms of the Directors' Plan, a Nonemployee Director may elect 
to have all or any part of his or her directors' fees that are payable at the 
end of a three-month period ("Quarter") applied toward the purchase of shares 
of Common Stock.  To exercise this option, Nonemployee Director must submit a 
written election to the Company in advance of the payment date for directors' 
fees accrued during the Quarter ("Payment Date").  The purchase price for 
shares of Common Stock is based on the per share closing price for the Common 
Stock as reported on the American Stock Exchange on the last trading day 
before the Payment Date.

    As of December 31, 1996, Richard P. Cooley, M. Ian G. Gilchrist, and 
Michel C. Thielen have each received 350 shares of Common Stock pursuant to 
their respective elections under the Directors' Plan. 

Executive Compensation

    The following table sets forth certain information concerning 
compensation paid or accrued by the Company during the fiscal years ended 
December 31, 1996, 1995 and 1994, to or on behalf of the Company's Chief 
Executive Officer and to or on behalf of each executive officer whose 
aggregate cash compensation exceeded $100,000 for the prior fiscal year (the 
"Named Executives"). 

<PAGE>

<TABLE>
<CAPTION>

                                                                SUMMARY COMPENSATION TABLE
                                    -------------------------------------------------------------------------------
                                                                                           LONG TERM COMPENSATION
                                                                                         --------------------------
                                                         ANNUAL COMPENSATION                  AWARDS       PAYOUTS 
                                    ----------------------------------------------------  ------------   ----------
                                                                                           SECURITIES 
                                                                          OTHER ANNUAL     UNDERLYING       LTIP 
NAME AND PRINCIPAL                                                       COMPENSATION       OPTIONS        PAYOUTS 
POSITION                              YEAR       SALARY ($)  BONUS ($)       ($)(1)          (#)(2)         ($) (3) 
----------------------------------  ---------  ------------  ----------  ---------------  -------------  -------------
<S>                                 <C>        <C>           <C>         <C>              <C>            <C>       
Barry A. Ackerley,                    1996       $500,016    $200,000         N/A              -0-            $-0- 
Chairman of the Board                 1995       $500,016    $200,000         N/A              -0-            $-0- 
and Chief Executive                   1994       $500,016    $200,000         N/A              -0-            $-0- 
Officer                                


William N. Ackerley,                  1996       $216,010    $ 25,489         N/A              -0-            $-0- 
President and Chief                   1995       $208,200    $ 30,731         N/A            20,0000          $-0- 
Operating Officer                     1994       $187,500    $ 62,500         N/A              -0-            $-0- 

Denis M. Curley,                      1996       $200,000    $ 23,600         N/A              -0-            $-0- 
Executive Vice                        1995       $192,500    $ 28,248         N/A            30,0000          $-0- 
President and Chief                   1994       $182,500    $ 61,500         N/A              -0-            $-0- 
Financial Officer, 
Treasurer and Secretary 

Keith W. Ritzmann                     1996       $111,000    $ 10,268         N/A              -0-            $-0- 
Vice President and                    1995       $106,800    $ 10,168         N/A             5,000           $-0- 
Controller                            1994       $100,700    $ 12,139         N/A              -0-            $-0- 

</TABLE>

<TABLE>

<CAPTION>

                                                 ALL OTHER COMPENSATION
                                         -----------------------------------
                                           SAVINGS  
                                             AND    
NAME AND PRINCIPAL                        RETIREMENT               OTHER($)
POSITION                                  PLAN($)(4)               (5)
----------------------------------        ---------             ----------- 
<S>                                       <C>                   <C>
Barry A. Ackerley, Chairman of the          $6,000               $ 6,318
  Board and Chief Executive                 $6,000               $18,706
  Officer                                   $6,000               $32,373

William N. Ackerley,                        $6,000               $   594
President and Chief                         $6,000               $   486
Operating Officer                           $6,000

Denis M. Curley,                            $4,863               $ 1,566
Executive Vice                              $6,000               $ 1,566
President and Chief                         $6,000               $ 1,566
Financial Officer, 
Treasurer and Secretary 

Keith W. Ritzmann                           $4,440               $   577
Vice President and                          $4,272               $   552
Controller                                  $3,743               $   526
</TABLE>

------------------------
(1) None of the Named Executives received perquisites or other personal 
    benefits, in any of the years shown, in an aggregate amount equal to or 
    exceeding the lesser of (i) $50,000 or (ii) 10% of the executive's total 
    annual salary and bonus for each year.

(2) Share amounts reflect an adjustment for the October 15, 1996 2-for-1 
    stock split.

(3) The amounts appearing in this column are the value as of December 31, 
    1996, 1995 and 1994, respectively, of the shares earned under the 
    Company's Employees Stock Option Plan.

(4) The amounts appearing in this column are Company contributions and 
    credits on behalf of each named executive under the Company's Savings and 
    Retirement Plan.

(5) Includes value of life insurance in excess of $50,000 for each of the 
    Named Executives and imputed interest on indebtedness to the Company 
    incurred by Barry Ackerley for the years 1995 and 1994.

Option Grants in Last Fiscal Year

    No options for shares of Common Stock were granted to any of the Named 
Executives during the last fiscal year.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

    This table includes the number of shares covered by both exercisable and 
non-exercisable stock options held by each of the Named Executives as of 
December 31, 1996. Also reported are the values for "in-the-money" options 
which represent the positive spread between the exercise price of any such 
existing stock options and the year-end price of the Common Stock. No options 
were exercised by named executive officers during 1996.

<PAGE>

<TABLE>
<CAPTION>


               Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
               ---------------------------------------------------------------------------------


                                                                                               NO. OF       VALUE OF
                                                                                               SHARES     UNEXERCISED
                                                                                             UNDERLYING     IN-THE-
                                                                                            UNEXERCISED      MONEY
                                                                                             OPTIONS AT    OPTIONS AT
                                                                                               FISCAL     FISCAL YEAR-
                                                                    SHARES                    YEAR-END        END
                                                                   ACQUIRED       VALUE     EXERCISABLE/  EXERCISABLE/
                                                                      ON        REALIZED    UNEXERCISABLE UNEXERCISABLE
NAME                                                               EXERCISE        ($)          (#)           ($)
----------------------------------------------------------------  -----------  -----------  ------------  ------------
<S>                                                               <C>          <C>          <C>           <C>
Barry A. Ackerley...............................................     N/A          N/A           N/A            N/A

William N. Ackerley.............................................     N/A          N/A       -0-/50,000    -0-/414,375

Denis M. Curley.................................................     N/A          N/A       -0-/70,000    -0-/650,000

Keith W. Ritzmann...............................................     N/A          N/A       -0-/15,000    -0-/131,250
</TABLE>

Long-Term Incentive Plans--Awards in Last Fiscal Year

    The Company did not grant any long-term incentive compensation to any of 
the Named Executives during 1996.

Board of Directors Interlocks and Insider Participation

    The Board of Directors as a whole determines the compensation to be paid 
the Company's executive officers as well as the options to be granted any 
executive officer at any time. Mr. Barry A. Ackerley, the Company's Chief 
Executive Officer, and his wife, Gail A. Ackerley, have served on the Board 
of Directors during the past fiscal year.

                    ITEM 12--SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth certain information, including the 
beneficial ownership of shares of Common Stock and Class B Common Stock as of 
March 14, 1997, with respect to the nominees for director, current directors, 
the executive officers named in the table appearing under "Executive 
Compensation" below, persons known to the Company to beneficially own more 
than five (5) percent of the outstanding Common Stock on March 14, 1997, and 
by the directors and executive officers of the Company as a group. All share 
amounts reflect a two-for-one stock split that was effective on October 15, 
1996.

<PAGE>

<TABLE>
<CAPTION>
                                                                           SHARES OF THE COMPANY'S COMMON STOCK
                                                                           AND CLASS B COMMON STOCK AND PERCENT
                                                                             OF CLASS BENEFICIALLY OWNED (1)
                                                                 -------------------------------------------------------------
NAME, AGE AND
PRINCIPAL OCCUPATION                                                                                 CLASS B
DURING PAST FIVE YEARS                                            COMMON STOCK     PERCENT        COMMON STOCK        PERCENT
---------------------------------------------------------------  --------------  -----------     --------------      ---------
<S>                                                              <C>             <C>             <C>                   <C>
Barry A. Ackerley, 62                                            10,779,476(2)      54.4%         11,217,619(2)         99.3%
Chairman and Chief Executive Officer of the 
Company;
Company Director since 1975 

Gail A. Ackerley, 59                                             10,779,476(2)      54.4%         11,217,619(2)         99.3%
Co-Chairman of the Company
Chairman of Ackerley Corporate Giving 
(Company's charitable 
activities);
Company Director since 1995 

Richard P. Cooley, 73                                                 4,631           *                 -0-               *
Retired, Chairman (1988-April 1994) 
and Chief Executive Officer (1988-1991), 
Seattle-First National
Bank; director, Egghead Software Inc.; 
Director since 1995 

M. Ian G. Gilchrist, 47                                               1,491           *                 -0-               *
Managing Director (May 1995-present),
Salomon Brothers Inc.; 
Managing Director (February 1992-May
1995), CS First Boston Corporation 
(investment banking - 
media/ telecommunications); 
Company Director since 1995 

Michel C. Thielen, 62                                                 1,491           *                 -0-               *
Chairman of the Board and President, Thielen 
& Associates (advertising agency); 
Vice President, Executive Wings, Inc. (airport 
operations company); 
Company Director since 1979 

William N. Ackerley, 36                                              23,430           *               24,783(4)           *
President and Chief Operating Officer of the 
Company 

Denis M. Curley, 49                                                       2           *                  -0-              *
Executive Vice President and 
Chief Financial Officer, 
Treasurer and Secretary 
of the Company 

Keith W. Ritzmann, 44                                                   802           *                  200              *
Vice President and Controller 
of the Company 
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                           SHARES OF THE COMPANY'S COMMON STOCK
                                                                           AND CLASS B COMMON STOCK AND PERCENT
                                                                             OF CLASS BENEFICIALLY OWNED (1)
                                                                 -------------------------------------------------------------
NAME, AGE AND
PRINCIPAL OCCUPATION                                                                                 CLASS B
DURING PAST FIVE YEARS                                            COMMON STOCK     PERCENT        COMMON STOCK        PERCENT
---------------------------------------------------------------  --------------  -----------     --------------      ---------
<S>                                                              <C>             <C>             <C>                   <C>
Gabelli Funds, Inc. (5% shareholder)                              2,323,400         11.7%               -0-               *
One Corporate Center 
Rye, NY 10580 

All Directors and Executive                                      10,811,323         54.6%2        11,296,602            99.5%
Officers as a group (8 persons) 
</TABLE>
------------------------

(1) Unless otherwise indicated, represents shares over which each nominee 
    exercises sole voting or investment power.

(2) Barry Ackerley and Gail Ackerley are husband and wife. Includes 7,264 
    shares of Common Stock and 264 shares of Class B Common Stock held by 
    Gail A. Ackerley, of which Mr. Ackerley disclaims beneficial ownership.

(3) Barry Ackerley and Gail Ackerley are husband and wife. The amount shown 
    includes 10,772,212 shares of Common Stock and 11,271,355 shares of Class 
    B Common Stock held by Barry A. Ackerley, of which Mrs. Ackerley 
    disclaims beneficial ownership.

(4) Includes 14,330 shares of Class B Common Stock held by his minor 
    children, for which William Ackerley exercises sole voting and investment 
    power as custodian under the Washington Uniform Transfer to Minor Act.

*   Indicates amounts equal to less than 1% of the outstanding shares.

    As of March 14, 1997, Barry A. Ackerley and Gabelli Funds, Inc. were the 
only persons to the Company's knowledge owning beneficially more than 5% of 
the outstanding shares of Common Stock and Class B Common Stock.

                       ITEM 13--CERTAIN RELATIONSHIPS AND
                              RELATED TRANSACTIONS

    In June 1990, a corporation owned by the Company's Chairman and Chief 
Executive Officer, Barry A. Ackerley, entered into an agreement with a 
subsidiary of the Company to provide air transportation services for the 
Seattle SuperSonics and other Company purposes. The agreement calls for 
monthly fees of approximately $63,000 for such services and may be terminated 
on December 31, 1998 at the option of either party.

    Kimberly Cleworth, who is Barry and Gail Ackerley's daughter, began 
serving as the Company's Vice President of Marketing on January 1, 1994 and 
was paid a total of $108,575 for the year as compensation for such services.

    From time to time the company advances funds to Mr. Barry Ackerley for 
his personal use. Since January 1, 1994, the highest aggregate amount of such 
loans was $350,000. For the years ended December 31, 1996, 1995 and 1994, the 
aggregate outstanding principal amounts of such 

<PAGE>

loans were $-0-, $-0- and $150,000, respectively. Interest on this 
indebtedness accrues and is imputed at the same rate as that charged to the 
Company on its senior bank debt.

    For additional information concerning directors and certain executive 
officers of the Company, see the section entitled "Executive Officers of the 
Registrant" under Part I, Item 4 of this report.

<PAGE>


                                  SIGNATURE

    Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Company has duly caused this amended report to be 
filed on its behalf by the undersigned, thereunto duly authorized, on the 6th 
day of August, 1997.


                                THE ACKERLEY GROUP, INC.


                                BY:  /S/ KEITH W. RITZMANN
                                     -----------------------------
                                     Keith W. Ritzmann
                                     Vice President and Controller