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                                                                   EXHIBIT 10.78

                                SECOND AMENDMENT

         This Second Amendment (this "Second Amendment"), made as of the 1st day
of November, 1999, is between Ramar Communications II, Ltd., a Texas limited
partnership ("Seller"), ACME Television of New Mexico, LLC, a Delaware limited
liability company ("ATNM"), and ACME Television Licenses of New Mexico, LLC, a
Delaware limited liability company ("ATLNM") (ATNM and ATLNM shall be
collectively referred to herein as "Buyer").

         Seller and Buyer have entered into an Asset Purchase Agreement dated as
of February 19, 1999, as amended pursuant to an Amendment dated July 30, 1999
(the "First Amendment"), relating to the purchase and sale of Station KASY-TV,
Albuquerque, New Mexico (the "Purchase Agreement").

         The Purchase Agreement provides that the Closing of the transaction
shall take place on October 31, 1999, unless Buyer, subject to Sections 2.2(c),
10.5(b) and 19.2 of the Purchase Agreement, elects to postpone Closing to a date
prior to February 1, 2000. Buyer and Seller have agreed to modify the terms and
conditions of the Purchase Agreement with respect to Closing and other matters
as set forth in this Second Amendment.

         Accordingly, in view of the foregoing and the mutual promises and
covenants contained herein, Seller and Buyer hereby enter into this Second
Amendment to the Purchase Agreement.

         1. Defined Terms. Unless otherwise defined, capitalized terms used
herein shall have the same meanings as set forth in the Purchase Agreement.

         2. Closing. Section 1.1 of the Purchase Agreement shall be replaced in
its entirety with the following provision:

         1.1.     CLOSING. Except as otherwise mutually agreed upon by Seller
                  and Buyer, and subject to the satisfaction or waiver of the
                  conditions specified in Articles 11 and 12 of this Agreement
                  (except as otherwise expressly provided herein), the closing
                  of this transaction (the "Closing") shall take place on or
                  before December 3, 1999 on a


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                  date selected by Buyer with three business days' prior written
                  notice to Seller. The Closing shall be held at 10:00 a.m. in
                  the offices of Leventhal, Senter & Lerman P.L.L.C., 2000 K
                  Street, N.W., Suite 600, Washington, D.C., or at such place as
                  the parties may otherwise agree.

         3. Purchase Price. Section 2.1 of the Purchase Agreement shall be
replaced in its entirety with the following provision:

         2.1.     PURCHASE PRICE. The total consideration to be paid by Buyer
                  for the Station Assets (the "Purchase Price") shall be
                  Twenty-Seven Million Sixty-Five Thousand Dollars
                  ($27,065,000), plus all interest earned on the Additional
                  Escrow Deposit, as defined in Section 2.2(a)(2) below.

         4. Payment of Purchase Price. Section 2.2 of the Purchase Agreement
shall be replaced in its entirety with the following provision:

         2.2.     PAYMENT OF PURCHASE PRICE. The Purchase Price will be payable
                  as follows:

                  (a) (1) No later than March 1, 1999, Buyer shall deposit the
                  amount of Five Hundred Thousand Dollars ($500,000) (the
                  "Escrow Deposit") with Escrow Agent to be held pursuant to the
                  terms and conditions of the Escrow Agreement (in the form of
                  Exhibit A), together with all interest earned thereon;
                  provided, however, that this Agreement shall terminate without
                  any further liability or obligation on the part of any party
                  hereto if the Escrow Agreement is not executed by the parties
                  thereto by close of business on March 1, 1999 or Buyer does
                  not deposit the Escrow Deposit with Escrow Agent by close of
                  business, March 1, 1999. At the Closing, the Escrow Deposit
                  shall be paid by Escrow Agent to Seller, and all interest
                  earned thereon shall be paid by Escrow Agent to Buyer.


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                  (2) On November 1, 1999, Buyer shall deposit the amount of
                  Eleven Million Eight Hundred Seventy Five Thousand
                  ($11,875,000) (the "Additional Escrow Deposit") with Escrow
                  Agent to be held pursuant to the terms and conditions of the
                  Escrow Agreement, together with all interest earned thereon.
                  At the Closing, the Additional Escrow Deposit, and all
                  interest earned thereon shall be paid by Escrow Agent to
                  Seller.

                  (b) Buyer will pay Seller Nine Hundred and Ninety Thousand
                  Dollars ($990,000) on or before August 10, 1999 (the "Purchase
                  Price Deposit").

                  (c) Buyer will pay Seller Twelve Million Dollars ($12,000,000)
                  by wire transfer of immediately-available funds on November 1,
                  1999 (the "Further Purchase Price Deposit").

                  (d) On November 1, 1999, Buyer shall pay One Million Seven
                  Hundred Thousand Dollars ($1,700,000) to Lee Enterprises, Inc.
                  ("Lee") to satisfy Buyer's obligation to pay the One Million
                  Seven Hundred Thousand Dollars ($1,700,000) liquidated damages
                  (the "Lee TBA Liquidated Damages"). Any Lee TBA Liquidated
                  Damages owing to Lee in excess of $1,700,000 shall be paid to
                  Lee by Buyer when due.

                  (3) Notwithstanding anything to the contrary in this section,
                  the parties agree to amend this section as necessary to
                  reflect any subsequent agreement they may mutually reach with
                  each other and Lee which relates to the Lee TBA Liquidated
                  Damages.

         5. Covenants with Respect to Agreements with Lee. Section 10.5(b) of
the Purchase Agreement shall be replaced in its entirety with the following
provision:

                  (b) On August 13, 1999, Seller shall provide notice to Lee of
                  its intention to terminate the Lee TBA pursuant to Section 4.3
                  thereof; provided however, that notwithstanding anything to
                  the contrary contained herein, if this Agreement is terminated
                  at any time after July 30, 1999 for any reason other than
                  Seller's material uncured breach hereof or Seller's voluntary
                  election pursuant to Section 17.1(a)(iv) hereof, Buyer shall
                  be responsible for paying the full


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                  amount of the Lee TBA Liquidated Damages. Buyer agrees to
                  fulfill this obligation by paying Lee One Million Seven
                  Hundred Thousand Dollars ($1,700,000) on November 1, 1999 as
                  set forth in Section 2.2(d) hereof, and, in addition, by
                  paying directly to Lee when due any Lee TBA Liquidated Damages
                  in excess of $1,700,000.

         6. Conditions Precedent to Buyer's and Seller's Obligation to Close.
The first two sentences of Sections 11.8 and 12.5 shall be replaced in their
entirety with the following sentences:

                  Subject to Buyer's right to terminate the KWBQ-TV Agreement
                  pursuant to Section 17.1(e) of the KWBQ-TV Agreement, the FCC
                  shall have granted its consent to the assignment of the FCC
                  authorizations for Station KWBQ-TV, Santa Fe, New Mexico, from
                  Buyer to Seller and such consent shall have become a Final
                  Order. Unless Buyer exercises its right to terminate the
                  KWBQ-TV Agreement pursuant to Section 17.1(e) of the KWBQ-TV
                  Agreement, the parties shall consummate the KWBQ-TV Agreement
                  and commence the term of the Local Marketing Agreement
                  executed by Seller and ACME Television of New Mexico, LLC on
                  July 30, 1999.

The final sentences of Sections 11.8 and 12.5 are hereby deleted.

         7. Documents to be Delivered at Closing. Section 13.1 shall be modified
to eliminate items 13.1(c), (d) and, subject to Buyer's right to terminate the
KWBQ-TV Agreement pursuant to Section 17.1(e) of the KWBQ-TV Agreement, (f).
Section 13.2 shall be modified to eliminate items 13.2 (g), (h) and, subject to
Buyer's right to terminate the KWBQ-TV Agreement pursuant to Section 17.1(e) of
the KWBQ-TV Agreement, (f).

         8. Termination Rights. Section 17.1(a)(v) of the Purchase Agreement
shall be replaced in its entirety with the following provision:

         (v) Subject to Article 19 hereof, this Agreement may be terminated by
         either Seller or Buyer if the Closing shall not have been consummated
         on or before December 3, 1999; provided, that the party terminating the


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         Agreement is not then in material breach of its obligations under
         this Agreement.

         9. Remedies. The following sentence shall be added at the end of
Section 19.1 of the Purchase Agreement.

         Notwithstanding anything to the contrary herein, if the transactions
         contemplated by this Agreement are not consummated solely because of
         Seller's material uncured breach of its obligations under this
         Agreement, Seller shall immediately refund to Buyer the Purchase Price
         Deposit and the Further Purchase Price Deposit along with interest
         calculated from the date of the Seller's receipt of those funds through
         and including the date of their return to Buyer, with such interest to
         be calculated at the rate of 6% per annum, provided that any such
         refund shall not relieve Buyer of its obligation to pay to Seller the
         full Purchase Price at any consummation of the transactions
         contemplated hereunder.

         Section 19.2 of the Purchase Agreement shall be replaced in its
entirety with the following provision:

         19.2. FAILURE OF CONSUMMATION. Notwithstanding anything to the contrary
         herein, if the transactions contemplated by this Agreement are not
         consummated for any reason other than Seller's material uncured breach
         of its obligations under this Agreement, Seller shall be entitled to,
         in addition to Buyer's fulfillment of Buyer's obligation to pay Lee One
         Million Seven Hundred Thousand Dollars ($1,700,000) and to pay any Lee
         TBA Liquidated Damages in excess of $1,700,000 pursuant to Section
         10.5(b) hereof: (i) receive payment of the Escrow Deposit paid into
         escrow under Section 2.2(a)(1) of this Agreement, (ii) retain the
         Purchase Price Deposit paid to Seller under Section 2.2(b) of this
         Agreement, and (iii) retain the Further Purchase Price Deposit paid to
         Seller under Section 2.2(c) of this Agreement, and Buyer shall be
         entitled to a return of the Additional Escrow Deposit paid into Escrow
         under Section 2.2(a)(2) of this Agreement along with interest earned
         thereon and on the Escrow Deposit. Seller and Buyer hereby agree that
         Seller's retention of the funds denoted in items (ii) and (iii) in the
         preceding sentence, Seller's receipt of the Escrow Deposit, and the
         fulfillment of Buyer's obligation to pay the Lee TBA Liquidated


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         Damages pursuant to Section 10.5(b) shall be Seller's exclusive remedy
         hereunder and in lieu of any and all other damages, including without
         limitation all consequential, incidental and punitive damages, and
         Seller hereby waives and shall have no further recourse against Buyer
         or any of its affiliates, partners, shareholders, officers, directors,
         representatives or agents under or in connection with this Agreement.

         10. Amendment to Escrow Agreement. The parties agree to execute an
amendment to the Escrow Agreement to account for the changes herein and other
changes agreed to by the parties. The parties agree to give joint instructions
to the Escrow Agent to fulfill the purposes of this Agreement.

         11. Effect of Second Amendment. Except as specifically modified by this
Second Amendment, all of the terms and conditions of the Purchase Agreement
continue in full force and effect and are hereby ratified and affirmed. To the
extent that any provision of this Second Amendment is inconsistent with or
conflicts with the provisions of the Purchase Agreement, the KWBQ-TV Purchase
Agreement or the Escrow Agreement dated as of March 1, 1999 by and among Seller,
ATNM and First Union National Bank, as amended, or any exhibits to any of the
foregoing documents, the provisions of this Second Amendment shall control and
such agreements shall be modified accordingly.

         12. Distribution of funds. By executing this Second Amendment, each of
the parties agrees to the distribution of funds set forth in the Flow of Funds
Memorandum which is Schedule A hereto and agrees that, subject to Article 5 of
the Purchase Agreement, that such distribution reflects all the payments to be
made by and among the parties on or before Closing.

         13. Counterparts. This Amendment may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.

                         [signatures on following page]


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                           RAMAR COMMUNICATIONS II, LTD.

                           By:      GP Ramar, LLC, its General Partner
                           By:      Ramar Communications, Inc., Sole Member



                           By:      /s/ Brad Moran
                                    --------------------------------------------
                                   Brad Moran, President



                           ACME TELEVISION LICENSES OF
                                 NEW MEXICO, LLC

                           By:      /s/ Tom Allen
                                    --------------------------------------------
                                     Tom Allen, Executive Vice-President


                           ACME TELEVISION OF NEW MEXICO, LLC

                           By:      /s/ Tom Allen
                                    --------------------------------------------
                                    Tom Allen, Executive Vice-President


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                                                                      SCHEDULE A

               FLOW OF FUNDS MEMORANDUM FOR KWBQ/KASY TRANSACTION

                                (REVISED 11/1/99)


KASY PURCHASE PRICE:                                             $ 27,065,000.00
KWBQ PURCHASE PRICE:                                             $      1,000.00


KASY PURCHASE PRICE

ACME Payment to Ramar on 8/10/99                                 $    990,000.00
Escrow Deposit Held by First Union National Bank                 $    500,000.00
ACME Deposit into First Union National Bank
Escrow Account (for Additional Escrow Deposit) on 11/1/99        $ 11,875,000.00
ACME Payment to Lee
(relating to KASY/Lee TBA Termination) on 11/1/99                $  1,700,000.00
ACME Payment to Ramar on 11/1/99                                 $ 12,000,000.00
                                                                 ---------------


Total:                                                           $ 27,065,000.00
                                                                 ===============

KWBQ PURCHASE PRICE

Ramar Payment of KWBQ Purchase Price on 12/3/99                  $      1,000.00
                                                                 ===============

PAYMENT TO BROKER

ACME Payment to David Woods, as Broker, on11/1/99:               $    250,000.00
                                                                 ===============