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                                                                   EXHIBIT 10.14

                            THE ACKERLEY GROUP, INC.

                 NONEMPLOYEE-DIRECTORS' EQUITY COMPENSATION PLAN

                        EFFECTIVE AS OF OCTOBER 31, 1995

 ADOPTED BY BOARD OF DIRECTORS OF THE ACKERLEY GROUP, INC. ON NOVEMBER 14, 1995
  AMENDED BY BOARD OF DIRECTORS OF THE ACKERLEY GROUP, INC. ON MARCH 12, 1997


1.      PURPOSE OF THE PLAN

        The purpose of this Nonemployee-Directors' Equity Compensation Plan (the
"Plan") is to provide for the optional payment to the nonemployee-directors of
The Ackerley Group, Inc. (the "Company") of directors' fees in capital stock of
the Company in order to encourage stock ownership by such directors. The
objective is to promote the further alignment of the interests of such directors
with the stockholders of the Company and, through such alignment, promote the
long-term profits and growth of the Company.

2.      DEFINITIONS

        (a) "Share Price" means the closing price per share for Common Stock
reported on the American Stock Exchange on the last trading day before the
Quarter Date.

        (b) "Common Stock" means the Company's voting Common Stock, par value
$.01 per share.

        (c) "Director" means an individual duly elected or chosen as a director
of the Company who is not also an employee of the Company or any of its
subsidiaries.

        (d) "Directors' Fees" means the fees earned by the Directors for
services rendered as directors of the Company as such amounts are established by
resolution of the Company Board of Directors from time to time.

        (e) "Extraordinary Event" has the meaning set forth in Section 4.

        (f) "Quarter" means any of the following consecutive three-month
periods: May through July, August through October, November through January,
February through April.

        (g) "Quarter Date" means the date on which Directors' Fees for such
Quarter are payable, which date is the last day of each Quarter with the
following exception: for the Quarter ended April 30, 1996 the Directors' fees
are payable May 15, 1996.

        (h) "Rule 16b-3" means the new rule 16b-3 promulgated by the Securities
and Exchange Commission under Section 16 of the Securities Exchange Act of 1934
on May 1, 1991 (or any successor rule to the same effect), as in effect from
time to time.


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        (i) "Shares" means shares of Common Stock that are purchased voluntarily
in accordance with Section 3.1.

        (j) "Voluntary Amount" has the meaning set forth in Section 3.1(a).

3.      PURCHASE OF SHARES

3.1     VOLUNTARY AMOUNT

        (a) Directors' Election. For any Quarter, a Director may elect to have
up to 100% of his or her Directors' Fee payable for such Quarter ("Voluntary
Amount"), applied to the purchase of Shares pursuant to this Plan. This election
is subject to the following conditions:

                (i)     the Direct must notify the Company in writing prior to
                        the end of the Quarter, and

                (ii)    any such election will be irrevocable after the
                        notification deadline.

        (b) Share Issuance. Promptly following each Quarter Date, the Company
will issue to each Director a number of whole Shares equal to such Director's
Voluntary Amount for such Quarter divided by the Share Price. To the extent that
the application of the foregoing formulas would result in fractional Shares, no
fractional shares of Common Stock will be issued by the Company pursuant to this
Plan. Instead, the Company will pay each Director in cash any portion of the
Voluntary Amount not convertible into whole Shares. Shares will be fully paid,
nonassessable shares of Common Stock. Shares may be shares of original issuance
or treasury shares or a combination of the foregoing.

        (c) Withholding Taxes. To the extent that the Company is required to
withhold federal, state or local taxes in connection with any cash component of
a Directors' Fee payable to a Director, and the amounts available to the Company
for such withholding are insufficient, it is a condition to the receipt of any
Shares that the Director make arrangements satisfactory to the Company for the
payment of the balance of such taxes required to be withheld, which arrangements
may include relinquishment of Shares. The Company and Director also may make
similar arrangements with respect to the payment of any other taxes derived from
or related to the payment of Shares with respect to which withholding is not
required.

3.2     RESTRICTIONS ON SHARES

        (a) Dividends, Voting Rights, Exchanges, Etc. Except for any
restrictions required by law, a Director on issuance of Shares to him or her has
all rights of a stockholder with respect to such Shares.

        (b) Restrictions on Transfer of Rights to Shares. No rights to Shares
may be assigned, pledged, hypothecated or otherwise transferred by a Director or
any other person, voluntarily, or involuntarily, other than (i) by will or by
the laws of descent and distribution or (ii) pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of


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1986, as amended.

4.      AMENDMENT AND TERMINATION

        The Board of Directors of the Company may alter or amend this Plan from
time to time or may terminate it in its entirety subject to the exceptions
specified below.

        (a) Consent of Director. No such action will, without the consent of a
Director, affect the rights in any Shares issued or to be issued to such
Director.

        (b) Stockholder Approval. Without further approval by the stockholders
of the Company no such action will (i) increase the total number of shares of
Common Stock to be issued under this Plan as specified in Section 5 (except that
adjustments and additions expressly authorized by this Section 4 will not be
limited by this Section 4(b)); (ii) change the provisions of Section 3.1(b) that
specify the timing of the issuance or the calculation of the number of Shares to
be issued to a Director; or (iii) cause Rule 16b-3 to become inapplicable to
this Plan.

        (c) Adjustments for Extraordinary Events. The Board of Directors may
make or provide for such adjustments in the number and kind of shares of Common
Stock specified in Section 5 as the Company Board of Directors, in its sole
discretion, exercised in good faith, may determine is equitably required to
reflect (i) any stock dividend, stock split, combination of shares,
recapitalization or any other change in the capital structure of the Company;
(ii) any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities; or (iii) any other
corporate transaction or event having an effect similar to any of the foregoing
(the matters described in clauses (i), (ii) and (iii) (collectively referred to
as an "Extraordinary Event").

5.      SHARES SUBJECT TO PLAN

        Subject to adjustment as provided in Section 1(d) of this Plan, the
total number of shares of Common Stock which may be issued under this Plan shall
be 100,000.

6.      PLAN APPROVAL BY STOCKHOLDERS

        The Plan must be submitted for approval by the stockholders of the
Company. If such approval has not been obtained by October 31, 1996, this Plan
will be nullified. In such case, all issuances of Shares and deliveries of
certificates therefor will be rescinded and Directors will receive in cash all
Voluntary Amounts previously paid under the Plan without interest.

7.      GENERAL PROVISIONS

        (a) No Continuing Right as Director. Neither the adoption or operation
of this Plan, nor any document describing or referring to this Plan, or any part
thereof, confers upon any Director any right to continue as director of the
Company or any subsidiary of the Company.

        (b) Governing Law. The provisions of this Plan shall be governed by and
construed in accordance with the laws of the State of Washington.


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        (c) Cash If Shares Not Issued. Pending issuance of the Shares, all
Voluntary Amounts are the property of the Directors and will be paid to them in
cash in the event that the Shares are not issued.

        (d) Miscellaneous. Headings are given to the sections of this Plan
solely as a convenience to facilitate reference. Such headings, numbering and
paragraphing are to be deemed material or relevant to the construction of this
Plan or any its provisions. The use of the masculine gender also includes within
its meaning the feminine. The use of the singular also includes within its
meaning the plural, and vice versa.

8.      EFFECTIVE DATE

        The effective date of this Plan is as of October 31, 1995.


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