---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-K/A

Amendment No. 1



---



(Mark One)

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



For the fiscal year ended December 31, 2003



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 000-22439



---



FISHER COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)



---



|                         |  |                                  
|------------------------ |  | ---------------------------------
|Washington               |  | 91-0222175                       
|(State of Incorporation) |  | (IRS Employer Identification No.)



|                                                |  |           
|----------------------------------------------- |  | ----------
|100 4thAvenue N., Suite 510 Seattle, Washington |  | 98109     
|(Address of principal executive offices)        |  | (Zip Code)



(206) 404-7000

(Registrants telephone number, including area code)



---



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



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of Each Class |  | Name of Each Exchange on Which Registered
|None                |  | Not Applicable                           



Securities
registered pursuant to Section 12(g) of the Act:



Common
Stock, $1.25 par value

(Title of Class)



---



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 periods 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 ̈



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 the 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 registrant is an accelerated filer as
defined in Rule 12b-2 of the Act.    Yes  x    No ̈



The aggregate market value of the voting stock held
by nonaffiliates of the registrant as of December 31, 2002, based on the last sale price reported on the Nasdaq National Market as of June 30, 2003, was approximately $313,705,000.



The number of shares outstanding of each of the registrants classes of common stock as of March 1, 2004 was:



|                              |  |                             
|----------------------------- |  | ----------------------------
|Title of Class                |  | Number of Shares Outstanding
|Common Stock, $1.25 Par Value |  | 8,615,888                   



---



---

EXPLANATORY NOTE



This Amendment No. 1 to the Annual Report on Form 10-K (Form 10-K) of Fisher Communications Inc., originally filed with the Securities and
Exchange Commission on March 12, 2004, is being filed solely for the purpose of amending and restating in its entirety Item 9A and to update the signature page and Exhibits 31.1, 31.2, 32.1 and 32.2. The remainder of the Form 10-K is unchanged and
is not reproduced in this Amendment No. 1. This Amendment No. 1 reflects only the changes discussed above. No other information included in the original Form 10-K, including the Companys financial statements and the footnotes thereto, has been
modified or updated.



---

ITEM 9A. CONTROLS AND PROCEDURES



The Companys Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) and, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of the Companys fourth fiscal quarter and for the reasons discussed below, these disclosure controls and procedures were not effective in ensuring that the information that the Company is required to disclose in
the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms, and that, as of the end of the Companys fourth fiscal quarter
and for the reasons discussed below, the disclosure controls and procedures were not effective in ensuring that the information required to be reported is accumulated and communicated to the Companys management, including its Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.



In September 2003, management and our independent auditors reported to our Audit Committee certain matters involving internal controls that our independent auditors considered to be a reportable condition under
standards established by the American Institute of Certified Public Accountants. These matters related to the following:



1. Pension Liability and Settlement Losses  The Company had a defined-benefit plan for all non-broadcasting employees. Benefit accruals under this plan
ceased in July 2001 and plan assets were distributed to participants between 2001 and the first half of 2003.



During the period of early-to-mid August 2003, while preparing the financial statements as of and for the periods ended June 30, 2003, the Company concluded that certain settlement losses relating to the distribution
of plan assets should have been recognized in 2002 and in the first quarter of 2003. In addition, during August 2003, the Company determined that additional pension benefits paid in April and May 2003 to certain retired participants who worked
beyond their normal retirement age (Late Retirees) had not been recognized over periods in which those employees provided services. Accordingly, the Company revised its financial statements to record the settlement losses and the
additional obligation to Late Retirees (cumulatively, the Pension Adjustments).



2. Cash Flows  During August 2003, the Company concluded that proceeds from sale of marketable securities amounting to $5,169,000 and proceeds from collection of an installment note receivable amounting
to $3,185,000, which were classified as cash flows from operating activities in financial statements issued for first quarter 2003, should have been classified as cash flows from investing activities. Accordingly, the Company revised its financial
statements for the three months ended March 31, 2003 to classify the proceeds as cash flows from investing activities.



Subsequently, in March 2004, our independent auditors observed additional adjustments to the Companys financial statements relating to the following errors:



1. Out-of-Period Adjustments. The Company made several adjustments to
its financial statements in the third and fourth quarters of 2003 which should have been recorded in earlier 2003 quarters. These adjustments related to the following:



| |  | compensation adjustment, amounting to $76,000 net of taxes, as a result of the acceleration of vesting of stock options;
| | - | ------------------------------------------------------------------------------------------------------------------------



| |  | the use of straight line rent, amounting to $73,000 net of taxes, at Fisher Properties Inc., a former operating subsidiary of the Company; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  | the capitalization of interest for the month of September 2003, amounting to $143,000 net of taxes, at Fisher Media Services Company.
| | - | -------------------------------------------------------------------------------------------------------------------------------------



Management has evaluated each of these adjustments and the aggregation of these adjustments
under the guidance of SAB 99 and determined that these adjustments were not material, individually and in the aggregate, either to the period in which the adjustment was made or to the period in which the entry should have been recorded.



2. Tulalip Property Sale. The Company recorded a sale in the second quarter of 2003
of approximately 40 acres of property under the accrual method, but should have recognized the sale under the installment method in accordance with SFAS 66. Management has evaluated this adjustment under the guidance of SAB 99 and determined that
the net impact on earnings of this matter for the second quarter of 2003, amounting to $74,000, was not material.



3. Deferred Financing Costs. Following the sale of certain broadcasting and real estate properties in fourth quarter 2003, the Company used the sale proceeds to
pay down portions of its outstanding debt. As a result of these payments, the Company



---

was required to write down deferred financing costs in the amount of $2,204,000 ($1,404,000 net of income taxes) in the
fourth quarter of 2003. Prior to the Companys finalization of its annual financial statements for fiscal 2003, the Companys independent auditors identified this adjustment in connection with its audit of the Companys 2003 financial
statements. It had not been previously identified by the Company in the close process.



In connection with the audit of our financial statements for the fiscal year ended December 31, 2003, our independent auditors informed management and our Audit Committee that, taken together, the number of adjustments that were identified
indicated the lack of an effective monitoring and oversight function during fiscal 2003, and concluded that this is a significant deficiency in the internal control structure of the Company, which they considered to be a material weakness under
current auditing standards established by the American Institute of Certified Public Accountants.



These matters have been discussed among management, our independent auditors and our Audit Committee. We have assigned the highest priority to the correction of this deficiency and have taken and will continue to take
action to fully correct it. We believe that the appropriate corrective action is to hire additional accounting staff with appropriate skill levels in order to strengthen the monitoring and oversight function and ensure proper accounting and
reporting.



As of August 2004 we have taken the following corrective action:



| |  | In August 2003, we hired a Vice President of Finance.
| | - | -----------------------------------------------------



| |  | In October 2003, we engaged independent consulting firm to assist the Company with compliance under Section 404 of the Sarbanes-Oxley Act of 2002 and related SEC rules.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In October 2003, we established the policy and practice that our Vice President of Finance prepare a memorandum that identified significant transactions which had occurred during
the recent quarterly period, document appropriate accounting treatment and financial statement disclosure for such transactions, and distribute the memorandum to senior management, the independent auditors and the Audit Committee for review and
comment.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In early November 2003, we commenced use of a new disclosure and control procedures checklist in connection with preparation of our financial statements and our periodic reports.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In November 2003, with the assistance of an independent consulting firm, we began the process of evaluating compliance under Section 404 of the Sarbanes-Oxley Act of 2002 and
related SEC rules.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In December 2003, we hired a new staff accountant.
| | - | --------------------------------------------------



| |  | In January 2004, we hired an additional controller.
| | - | ---------------------------------------------------



| |  | In February 2004, we hired an internal control analyst.
| | - | -------------------------------------------------------



| |  | In February 2004, we established a practice that significant one-time transactions be reviewed and evaluated by both the Chief Financial Officer and the Vice President of Finance
(or other appropriate senior accounting staff member) to determine appropriate accounting treatment and financial statement disclosure.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In April 2004, we hired a director of financial planning and analysis.
| | - | ----------------------------------------------------------------------



| |  | In connection with the preparation of the Companys quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2004, the Company implemented a practice whereby the
Companys senior financial personnel increased communication with managers at operating sites with regard to the financial statement close process and disclosure matters.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In April 2004 we announced the retirement of David Hillard as Chief Financial Officer and the appointment of Robert Bateman as his successor.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  | In June 2004, we hired a new Vice President of Finance to replace Robert Bateman, who was appointed Chief Financial Officer.
| | - | ----------------------------------------------------------------------------------------------------------------------------



---

We plan to continue to add additional qualified staff in our corporate finance department and ensure proper training of
our staff as necessary.



The matters discussed above relating to the process of
compliance under Section 404 of the Sarbanes-Oxley Act of 2002 and the engagement of an independent consulting firm to assist the Company with that compliance, the new policy and practice with respect to accounting for significant transactions, the
use of a new disclosure and control procedures checklist and the hiring of a new staff accountant were the only changes in internal control over financial reporting during the Companys fourth fiscal quarter for the year ended December 31, 2003
that materially affected or are reasonably likely to materially affect our internal control over financial reporting. We intend to continue to refine our internal control on an ongoing basis as we deem appropriate with a view towards continuous
improvement.



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 25th day of August, 2004.



FISHER COMMUNICATIONS, INC. (Registrant)By:

/s/ WILLIAM W. KRIPPAEHNE, JRWilliam W. Krippaehne, Jr. President and Chief Executive Officer




---

EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.1*        |  | Asset Purchase and Sale Agreement Among Fisher Companies Inc., and Fisher Broadcasting Inc., as the Purchaser and Retlaw Enterprises, Inc., Retlaw Broadcasting, L.L.C., Retlaw Broadcasting of
Boise, L.L.C., Retlaw Broadcasting of Fresno, L.L.C., Retlaw Broadcasting of Idaho Falls, L.L.C., Retlaw Broadcasting of Yakima, L.L.C., Retlaw Broadcasting of Eugene, L.L.C., Retlaw Broadcasting of Columbus, L.L.C., and Retlaw Broadcasting of
Augusta, L.L.C., as the Sellers dated November 18, 1998, as amended November 30, 1998 and December 7, 1998 (filed as Exhibit 10.8 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No.
000-22439)).
|            | 
|2.2*        |  | Amendment No. 3 to Asset Purchase and Sale Agreement dated as of June 30, 1999 (filed as Exhibit 2.2 of the Companys Current Report on Form 8-K dated July 1, 1999 (File No.
000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|2.3*        |  | Amendment No. 4 to Asset Purchase and Sale Agreement dated as of July 1, 1999 (filed as Exhibit 2.3 of the Companys Current Report on Form 8-K dated July 1, 1999 (File No.
000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|2.4*        |  | Purchase Agreement, dated May 8, 2000, by and between Fisher Broadcasting Inc, Fisher Broadcasting-Fresno and AK Media Group (filed as Exhibit 10.1 of the Companys Current Report on
Form 8-K dated May 8, 2000 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|2.5*        |  | Asset Purchase Agreement dated as of January 29, 2003 between Fisher Broadcasting  Georgia, LLC, and Southeastern Media Holdings, Inc. (filed as Exhibit 2.1 of the Companys
Quarterly Report for the period ended March 31, 2003 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|2.6*        |  | Asset Purchase Agreement dated as of May 29, 2003 Among Fisher Broadcasting Company, Fisher Broadcasting  Portland Radio, L.L.C., Entercom Portland, LLC, and Entercom Portland License,
LLC. (filed as Exhibit 2.2 of the Companys Quarterly Report for the period ended June 30, 2003 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|2.7*        |  | Purchase Agreement between Fisher Properties Inc. and RREEF America LLC, dated July 30, 2003 (filed as Exhibit 2.2 of the Companys Current Report on form 8-K dated October 23, 2003
(File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|2.8*        |  | Amendment to the Purchase Agreement between Fisher Properties Inc. and RREEF America LLC, dated September 30, 2003 (filed as Exhibit 2.2 of the Companys Current Report on form 8-K dated
October 23, 2003 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|3.1*        |  | Articles of Incorporation (filed as Exhibit 3.1 of the Companys Registration Statement on Form 10 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|3.2*        |  | Articles of Amendment to the Amended and Restated Articles of Incorporation filed December 10, 1997 (filed as Exhibit 3.2 of the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|3.3*        |  | Articles of Amendment to the Amended and Restated Articles of Incorporation filed March 8, 2001 (filed as Exhibit 3.3 of the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|3.4*        |  | Bylaws amended as of September 10, 2003 (filed as Exhibit 3.4 to the Companys Annual Report on Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange
Commission on March 12, 2004 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.1*       |  | Primary Television Affiliation Agreement between Fisher Broadcasting Inc. and American Broadcasting Companies, Inc., dated April 17, 1995, regarding KOMO TV (filed as Exhibit 10.1 of the
Companys Registration Statement on Form 10 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.2*       |  | Side letter amendment to Primary Television Affiliation Agreement between Fisher Broadcasting Inc. and American Broadcasting Companies, Inc., dated June 30, 1999, regarding KOMO TV (filed as
Exhibit 10.2 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.3*       |  | Side letter amendment to Primary Television Affiliation Agreement between Fisher Broadcasting Company and American Broadcasting Companies, Inc., dated October 2, 2002, regarding KOMO TV.
(filed as Exhibit 10.3 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File No. 000-222439))                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.4*       |  | Primary Television Affiliation Agreement between Fisher Broadcasting Inc. and American Broadcasting Companies, Inc., dated April 17, 1995, regarding KATU TV (filed as Exhibit 10.2 of the
Companys Registration Statement on Form 10 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.5*       |  | Side letter amendment to Primary Television Affiliation Agreement between Fisher Broadcasting Inc. and American Broadcasting Companies, Inc., dated June 30, 1999, regarding KATU TV (filed as
Exhibit 10.4 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                          



---

|            |  |                                                                                                                                                                                                                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                   
|10.6*       |  | Side letter amendment to Primary Television Affiliation Agreement between Fisher Broadcasting Company and American Broadcasting Companies, Inc., dated October 2, 2002 regarding KATU TV (filed
as Exhibit 10.6 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File No. 000-22439)).
|            | 
|10.7*       |  | Fisher Companies Inc. Supplemental Pension Plan, dated February 29, 1996 (filed as Exhibit 10.4 of the Companys Registration Statement on Form 10 (File No. 000-22439)).                                                                                                                                                     
|            | 
|10.8*       |  | Fisher Broadcasting Inc. Supplemental Pension Plan, dated March 7, 1996 (filed as Exhibit 10.5 of the Companys Registration Statement on Form 10 (File No. 000-22439)).                                                                                                                                                      
|            | 
|10.9*       |  | Fisher Mills Inc. Supplemental Pension Plan, dated March 1, 1996 (filed as Exhibit 10.6 of the Companys Registration Statement on Form 10 (File No. 000-22439)).                                                                                                                                                             
|            | 
|10.10*      |  | Fisher Properties Inc. Supplemental Pension Plan, dated March 1, 1996 (filed as Exhibit 10.7 of the Companys Registration Statement on Form 10 (File No. 000-22439)).                                                                                                                                                        
|            | 
|10.11*      |  | Form of Affiliation Agreement between CBS Television Network and Retlaw Enterprises, Inc. regarding KJEO-TV, KJEO-TV, KIMA-TV, KBCI-TV, KIDK-TV, KVAL-TV, KCBY-TV and KPIC-TV (filed as Exhibit
10.17 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (File No. 000-22439)).          
|            | 
|10.12*      |  | Form of Demand Note between the Registrant and certain of its directors and affiliates of its directors (filed as Exhibit 10.18 to the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 (File No. 000-22439)).                                                                                
|            | 
|10.13*      |  | Amended and Restated Fisher Communications Incentive Plan of 1995. (Filed as Exhibit 10.22 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File
No. 000-22439)).                                                                                                                     
|            | 
|10.14*      |  | Fisher Communications Incentive Plan of 2001. (Filed as Exhibit 10.23 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File No.
000-22439)).                                                                                                                                          
|            | 
|10.15*      |  | Asset Purchase Agreement, dated March 16, 2001, between Pendleton Flour Mills, L.L.C., Fisher Mills Inc., Fisher MillsBlackfoot L.L.C., and Fisher Properties Inc. (Filed as Exhibit 10.1
to the Companys Current Report on Form 8-K filed dated March 16, 2001 (File No. 000-22439)).                                      
|            | 
|10.16*      |  | Station Affiliation Agreement between Fox Broadcasting Company and Fisher Broadcasting  Georgia, L.L.C., regarding WXTX TV, dated April 20, 2001. (Filed as Exhibit 10.17 to the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 000-22439)).                                     
|            | 
|10.17*      |  | Station Affiliation Agreement between Fox Broadcasting Company and Fisher Broadcasting  Georgia, L.L.C., regarding WFXG TV, dated April 20, 2001. (Filed as Exhibit 10.18 to the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 000-22439)).                                     
|            | 
|10.18*      |  | Investor CreditLine Service Client Agreement, dated as of February 20, 2002, between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated. (Filed as Exhibit 10.19 to the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 000-22439)).                               
|            | 
|10.19*      |  | Amended and Restated Indicative Term Sheet, dated as of March 21, 2002 between the Registrant and Merrill Lynch International. (Filed as Exhibit 10.21 to the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 (File No. 000-22439)).                                                         
|            | 
|10.20*      |  | Amended and Restated Confirmation of OTC Variable Forward Sale Transaction, dated April 5, 2002. (filed as Exhibit 10.1 to the Companys Quarterly Report for the period ended March 31,
2002 (File No. 000-22439)).                                                                                                          
|            | 
|10.21*      |  | Amended and Restated Confirmation of OTC Variable Forward Sale Transaction, dated April 5, 2002. (filed as Exhibit 10.2 to the Companys Quarterly Report for the period ended March 31,
2002 (File No. 000-22439)).                                                                                                          
|            | 
|10.22*      |  | Amended and Restated Confirmation of OTC Variable Forward Sale Transaction, dated April 5, 2002. (filed as Exhibit 10.3 to the Companys Quarterly Report for the period ended March 31,
2002 (File No. 000-22439)).                                                                                                          



---

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.23*      |  | Confirmation of OTC Variable Forward Sale Transaction, dated June 3, 2002. (filed as Exhibit 10.1 to the Companys Quarterly Report for the period ended June 30, 2002 (File No.
000-22439)).                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.24*      |  | Confirmation of OTC Variable Forward Sale Transaction, dated June 3, 2002. (filed as Exhibit 10.2 to the Companys Quarterly Report for the period ended June 30, 2002 (File No.
000-22439)).                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.25*      |  | Credit Agreement among Fisher Broadcasting Company as Borrower, Its Domestic Subsidiaries as Guarantors, the Lenders Parties Thereto, First Union National Bank, as Administrative Agent, Bank
of America, N.A. and The Bank of New York, as Co-Syndication Agents, and National City Bank, as Documentation Agent dates as of March 21, 2002. (filed as Exhibit 10.22 to the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2001. (File No. 000-22439)).                                                                                                  
|            | 
|10.26*      |  | First Amendment to Credit Agreement, dated as of October 25, 2002, by and among Fisher Broadcasting Company, certain subsidiaries of Fisher Broadcasting Company, Wachovia Bank National
Association, in its capacity as Administrative Agent, Bank of America, N.A. and the Bank of New York, as co-syndication agents, National City Bank, as documentation agent, and the lenders listed on the signature page thereto. (filed as Exhibit 10.1
to the Companys Quarterly Report for the period ended September 30, 2002 (File No. 000-22439)).                                      
|            | 
|10.27*      |  | Loan Agreement dated as of March 21, 2002 among Fisher Media Services Company as the Borrower, Bank of America, as the Agent, and Bank of America, N.A. U.S. Bank National Association, as the
Lenders. (filed as Exhibit 10.23 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2001. (File No. 000-22439)).                                                                                                                                                                                                                                         
|            | 
|10.28*      |  | First Amendment to Loan Agreement and First Amendment to Guaranty Agreement, dated as of August 8, 2002, among Fisher Media Services Company, Bank of America, N.A., U.S. Bank National
Association, Bank of America, N.A., as agent and Fisher Communications, Inc. (filed as Exhibit 10.2 to the Companys Quarterly Report for the period ended September 30, 2002 (File No. 000-22439)).                                                                                                                                                                                            
|            | 
|10.29*      |  | Agreement dated February 11, 2003 between William Krippaehne Jr. and Fisher Communications, Inc. (filed as Exhibit 10.29 to the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2002. (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.30*      |  | Agreement dated January 22, 2003 between Warren Spector and Fisher Communications, Inc. (filed as Exhibit 10.30 to the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2002. (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                         
|            | 
|10.31*      |  | Agreement dated November 15, 2002 between Benjamin Tucker and Fisher Communications, Inc. (filed as Exhibit 10.31 to the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2002. (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.32*      |  | Agreement dated October 16, 2002 between Mark Weed and Fisher Communications, Inc. (filed as Exhibit 10.32 to the Companys Annual Report on Form 10-K for the fiscal year ended December
31, 2002. (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                              
|            | 
|10.33*      |  | Agreement dated November 15, 2002 between David Hillard and Fisher Communications, Inc. (filed as Exhibit 10.33 to the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2002. (File No. 000-22439))                                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.34*      |  | Letter agreement dated July 23, 2002 between Fox Broadcasting Company and Fisher Broadcasting  Georgia, L.L.C., regarding WFXG TV, extending the term of the Station Affiliation
Agreement dated April 20, 2001 to June 30, 2007 (filed as Exhibit 10.1 to the Companys Quarterly Report for the period ended March 31, 2003 (File No. 000-22439)).                                                                                                                                                                                                                                   
|            | 
|10.35*      |  | Letter agreement dated July 23, 2002 between Fox Broadcasting Company and Fisher Broadcasting  Georgia, L.L.C., regarding WXTX TV, extending the term of the Station Affiliation
Agreement dated April 20, 2001 to June 30, 2007 (filed as Exhibit 10.2 to the Companys Quarterly Report for the period ended March 31, 2003 (File No. 000-22439)).                                                                                                                                                                                                                                   
|            | 
|10.36*      |  | Agreement dated September 2, 2003 between Robert Bateman and Fisher Communications, Inc. (filed as Exhibit 10.1 to the Companys Quarterly Report for the period ended September 30,
2003).                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.37*      |  | Second Amendment To Credit Agreement, dated as of June 27, 2003, by and among Fisher Broadcasting Company, certain subsidiaries of Fisher Broadcasting Company, Wachovia Bank, National
Association (successor to First Union National Bank), in its capacity as Administrative Agent, Bank Of America, N.A. and The Bank Of New York, as co-syndication agents, National City Bank, as documentation agent and certain lenders located on the
signature page thereto (filed as Exhibit 10.2 to the Companys Quarterly Report for the period ended June 30, 2003 (File No. 000-22439)).



---

|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.38* |  | Third Amendment To Credit Agreement, dated as of February 20, 2004, by and among Fisher Broadcasting Company, certain subsidiaries of Fisher Broadcasting Company, Wachovia Bank, National
Association (successor to First Union National Bank), in its capacity as Administrative Agent, Bank Of America, N.A. and The Bank Of New York, as co-syndication agents, National City Bank, as documentation agent and certain lenders located on the
signature page thereto (filed as Exhibit 10.38 to the Companys Annual Report on Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange Commission on March 12, 2004 (File No. 000-22439)).
|       | 
|10.39* |  | Agreement dated June 9, 2003 between Warren J. Spector and Fisher Communications, Inc. (filed as Exhibit 10.39 to the Companys Annual Report on Form 10-K for the year ended December 31,
2003, filed with the Securities and Exchange Commission on March 12, 2004 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                  
|       | 
|22.1*  |  | Subsidiaries of the Registrant. (filed as Exhibit 10.3 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File No. 000-222439))                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | 
|23.1*  |  | Consent of PricewaterhouseCoopers LLP (filed as Exhibit 23.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange
Commission on March 12, 2004 (File No. 000-22439)).                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | 
|24.1*  |  | Form of Power of Attorney authorizing certain officers to execute Form 10-K for the year ended December 31, 2003 and any and all amendments thereto, signed by Deborah L. Bevier, James W.
Cannon, Phelps K. Fisher, Carol H. Fratt, Donald G. Graham, Jr., Donald G. Graham, III, Richard L. Hawley, Jerry St. Dennis, George F. Warren, Jr., and William W. Warren, Jr. (filed as Exhibit 24.1 to the Companys Annual Report on Form 10-K
for the year ended December 31, 2003, filed with the Securities and Exchange Commission on March 12, 2004 (File No. 000-22439)).                                                                                                
|       | 
|31.1   |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | 
|31.2   |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

|* | Incorporated by reference.
|- | --------------------------