<PAGE>


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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-K

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

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NUMBER 33-91412

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


                        BENEDEK BROADCASTING CORPORATION

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

         DELAWARE                                            13-2982954
  (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)

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

                         SUBSIDIARY GUARANTOR REGISTRANT

                                                                   I.R.S.
  EXACT NAME OF SUBSIDIARY GUARANTOR                              EMPLOYER
           AS SPECIFIED IN ITS                 STATE OF        IDENTIFICATION
      CERTIFICATE OF INCORPORATION             FORMATION           NUMBER
      ----------------------------             ---------           ------
      BENEDEK LICENSE CORPORATION              DELAWARE          36-4081877

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

   100 PARK AVENUE                                                   61101
   ROCKFORD, ILLINOIS                                             (ZIP CODE)
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 815-987-5350

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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                                       NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS                           ON WHICH REGISTERED:
          -------------------                           --------------------
                NONE                                          NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE

     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,  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 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. [X]

     100% of the  voting  common  stock of the  registrant  is owned by  Benedek
Communications Corporation and none of the voting common stock of the registrant
is held by non-affiliates.

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest  practicable  date: At March 21, 1997,
there were outstanding 148.85 shares of common stock, without par value.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.

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



<PAGE>



                        BENEDEK BROADCASTING CORPORATION

                               INDEX TO FORM 10-K


<TABLE>
<CAPTION>
    ITEM
   NUMBER                                                                                              PAGE
   ------                                                                                              ----
   <S>            <C>                                                                                <C>
                                                              PART I
    Item           1. Business........................................................................   1
    Item           2. Properties......................................................................  26
    Item           3. Legal Proceedings...............................................................  29
    Item           4. Submission of Matters to a Vote of Security Holders.............................  29

                                                              PART II
    Item           5. Market for Registrant's Common Equity and Related Stockholder Matters...........  30
    Item           6. Selected Consolidated Financial Data............................................  30
    Item           7. Management's Discussion and Analysis of Financial Condition and Results of
                      Operations......................................................................  31
    Item           8. Financial Statements and Supplementary Data.....................................  41
    Item           9. Changes in and Disagreements with Accountants on Accounting and
                      Financial Disclosure............................................................  41

                                                             PART III
    Item          10. Directors and Executive Officers of the Registrant..............................  42
    Item          11. Executive Compensation..........................................................  44
    Item          12. Security Ownership of Certain Beneficial Owners and Management..................  45
    Item          13. Certain Relationships and Related Transactions..................................  46

                                                              PART IV
    Item          14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.................  47
Signatures............................................................................................  50
</TABLE>





<PAGE>



                                     PART I

ITEM 1.  BUSINESS.

     This Annual Report on Form 10-K contains  forward-looking  statements  that
involve risks and  uncertainties.  Actual results could differ  materially  from
those  anticipated  in these  forward-looking  statements as a result of certain
factors,  including changes in national and regional  economies,  competition in
the television business, successful integration of acquired television stations,
pricing  fluctuations  in local and national  advertising,  program  ratings and
changes in programming costs, among other factors.

     Except as otherwise provided, the financial data set forth below is derived
from the historical  financial  statements of Benedek  Broadcasting  Corporation
("Benedek   Broadcasting")   prepared  in  accordance  with  generally  accepted
accounting  principles.  Such historical  financial data includes the results of
operations of five television  stations  acquired from Stauffer  Communications,
Inc. (the  "Stauffer  Stations")  and eight  television  stations  acquired from
Brissette Broadcasting  Corporation (the "Brissette Stations," and together with
the Stauffer Stations, the "Acquired Stations") from the date of the acquisition
thereof on June 6, 1996.  As used  herein,  "Same  Station"  data  refers to the
historical  results of operations of all 22 television  stations currently owned
by Benedek  Broadcasting as if such stations were owned by Benedek  Broadcasting
throughout the periods with pro forma  adjustments only for corporate  expenses,
depreciation  and  amortization.  The "Benedek  Stations" refers to the existing
nine  stations   owned  by  Benedek   Broadcasting   before  the  June  6,  1996
acquisitions.

     As used herein,  "Adjusted  EBITDA" is defined as operating  income  before
financial income as derived from the consolidated  statements of operations plus
depreciation  and  amortization,  amortization of program  broadcast  rights and
noncash  compensation  less  payments for program  broadcast  rights.  "Adjusted
EBITDA" as defined in Benedek  Broadcasting's Credit Agreement excludes from the
foregoing  definition  certain  noncash  revenues used in determining  operating
income. As used herein, "broadcast cash flow" is defined as Adjusted EBITDA plus
corporate expenses. Adjusted EBITDA and broadcast cash flow are measures used by
certain  investors  to measure a  company's  ability to service  debt.  Adjusted
EBITDA and  broadcast  cash flow should not be  considered  as a substitute  for
measures  of  performance   prepared  in  accordance  with  generally   accepted
accounting principles.

GENERAL

     Benedek  Broadcasting owns 22  network-affiliated  television stations (the
"Stations")  in the United  States.  The Stations are diverse in geographic  and
network affiliation,  serve small to medium-sized markets and, in the aggregate,
reach communities in 24 states.  Twelve of the Stations are affiliated with CBS,
six are affiliated with ABC and four are affiliated with NBC.

     On June 6, 1996,  Benedek  Broadcasting  acquired  substantially all of the
broadcast  television  assets (including  working capital of approximately  $1.6
million)  of  Stauffer  Communications,  Inc.  ("Stauffer")  consisting  of five
principal broadcast  television stations and four satellite broadcast television
stations for a purchase price of $54.5 million.  The principal stations acquired
by Benedek Broadcasting were KCOY-TV,  Santa Maria, California; WIBW-TV, Topeka,
Kansas;  KMIZ-TV,  Columbia,  Missouri;  KGWC-TV,  Casper, Wyoming; and KGWN-TV,
Cheyenne,  Wyoming.  KGWC-TV operates two satellite stations,  KGWL-TV,  Lander,
Wyoming,  and KGWR-TV,  Rock Springs,  Wyoming,  both of which  rebroadcast  the
programming  of KGWC-TV.  KGWN-TV  operates  two  satellite  stations,  KSTF-TV,
Scottsbluff, Nebraska,

                                       -1-




<PAGE>



and KTVS-TV,  Sterling,  Colorado,  both of which rebroadcast the programming of
KGWN-TV.  All of the  Stauffer  Stations  are  affiliated  with CBS,  except for
KMIZ-TV, Columbia, Missouri, which is affiliated with ABC.

     On June 6, 1996, Benedek Broadcasting  acquired all of the capital stock of
Brissette Broadcasting Corporation  ("Brissette") for $270.0 million in cash and
preferred  stock.  By acquiring all of the capital  stock of Brissette,  Benedek
Broadcasting  acquired eight  network-affiliated  television  stations including
WMTV-TV,  the NBC  affiliate  serving  Madison,  Wisconsin;  WWLP-TV,  the   NBC
affiliate serving Springfield, Massachusetts; WILX-TV, the NBC affiliate serving
Lansing, Michigan; WHOI-TV, the ABC affiliate serving Peoria, Illinois; WSAW-TV,
the CBS affiliate serving Wausau, Wisconsin;  WTRF-TV, the CBS affiliate serving
Wheeling,  West  Virginia and  Steubenville,  Ohio;  KAUZ-TV,  the CBS affiliate
serving Wichita Falls,  Texas;  and KOSA-TV,  the CBS affiliate  serving Odessa,
Texas.

     Benedek  Broadcasting  believes that the television industry is in a period
of  consolidation  as a result of which a  relatively  small  number of  station
operators  will emerge as the leading  television  station  group  owners in the
United   States.   Recent   telecommunications   legislation   that   eliminates
restrictions on the number of television  stations that any individual or entity
may own so long as the aggregate  audience reach does not exceed 35% of all U.S.
households is likely to accelerate  this trend.  Benedek  Broadcasting's  growth
strategy,  of which the  acquisition  of the  Stauffer  Stations  and  Brissette
Stations  was a part,  is to become one of the leading  group owners of small to
medium-sized   market   television   stations  in  the  United  States.  Benedek
Broadcasting  believes that this expansion will create economics of scale  which
will  (i)  improve  its  ability  to  negotiate   more   favorable  arrangements
with  program  suppliers,  national   sales   representation   firms,  equipment
vendors and television networks,  (ii) enable it to develop  program consortiums
for  regional  news  and  sports  programming  and (iii)  enhance its ability to
attract and retain strong management and on-air talent.

     The  Stations  are located in markets  ranked in size from 84 to 197 out of
the  211  markets  surveyed  by  A.  C.  Nielsen  Company  ("Nielsen").  Benedek
Broadcasting   believes  that   broadcast   television   stations  in  small  to
medium-sized  markets offer an  opportunity  to generate  attractive  and stable
Adjusted EBITDA due to limited  competition for viewers from other  over-the-air
broadcasters,  from other media  soliciting  advertising  expenditures  and from
other  broadcasters  purchasing  syndicated  programming.  Benedek  Broadcasting
targets  small  and  medium-sized   markets  that  have  stable  employment  and
population  and a diverse  base of  employers.  The markets  targeted by Benedek
Broadcasting  generally  have  population  centers that share  common  community
interests  and are  receptive  to local  programming.  Each of the  Stations  is
affiliated  with one of the  national  television  networks,  which  provides an
established  audience and reputation for national news, sports and entertainment
programming.  With the established  audiences provided by network  affiliations,
management  seeks to implement its strategy to enhance  non-network  ratings and
revenues while controlling costs.

STRATEGY

     Benedek  Broadcasting's  senior management team, led by A. Richard Benedek,
Chairman and Chief Executive  Officer,  and K. James Yager,  President and Chief
Operating  Officer,  has  extensive  experience  in acquiring  and improving the
operations of television  stations.  Benedek  Broadcasting's  primary  operating
strategy is to maximize each Station's  advertising  revenue through local news,
information  and  community-oriented  programming that has broad audience appeal
and value-added  sales potential,  while maintaining  strict cost controls.  Key
elements of management's strategy include:

                                       -2-




<PAGE>



         LOCAL NEWS LEADERSHIP AND LOCAL PROGRAMMING.  Management  believes that
     local news and informational  programming  leadership contributes to higher
     ratings  and,  therefore,  increased  advertising  revenues.   Management's
     emphasis on local and ongoing community  involvement allows the Stations to
     maximize the advertising rates they can charge local, regional and national
     accounts,  not only for news,  but for  network  and  nationally-syndicated
     programming  which the  Stations  broadcast  in time  periods  adjacent  to
     regularly scheduled local newscasts and local news specials.

         Benedek  Broadcasting  has focused on  maintaining  and  building  each
     Station's  local news franchise as the key element in its strategy to build
     and  maintain   audience   loyalty.   Management   believes   that  strong,
     well-differentiated local news programming attracts high viewership levels,
     particularly  of  demographic  groups that are  appealing to both local and
     national  advertisers,  thereby allowing  Benedek  Broadcasting to maximize
     advertising rates.

         Benedek Broadcasting believes that television stations with a prominent
     local  identity and active  community  involvement  can realize  additional
     revenues from local advertisers through the development and sale of special
     promotional   programming.   The  Stations  have   developed   high-quality
     programming which highlights community events and topics of local interest.
     Locally produced  programming  includes "Our Town" segments featuring local
     news  reports,  special  promotional  announcements  and local  advertising
     focused on communities within a particular  market;  "Town Meetings," which
     provide a forum for  members of local  communities  to  discuss  and debate
     issues of local concern;  "Live Line"  programs on health,  money and legal
     matters  in which  viewers  call in to a panel of local  experts;  and home
     shopping  programs sold exclusively to local  merchants.  The Stations also
     sell promotional  advertising packages tied to various local events such as
     youth  expos,  county  fairs,  parades,  athletic  events  and other  local
     activities.  These local  programs  have proven  successful  in  attracting
     incremental  advertising  revenues and are a core element of each Station's
     local identity.

         SYNDICATED  PROGRAMMING.  Benedek  Broadcasting  selectively  purchases
     first run and off-network syndicated programming designed to reach specific
     demographic  groups  attractive to  advertisers.  Currently,  the four most
     highly-rated  syndicated  programs  in the  United  States  are "The  Oprah
     Winfrey  Show,"  "Home  Improvement,"  "Wheel of Fortune"  and  "Jeopardy."
     Benedek  Broadcasting  broadcasts  "The Oprah Winfrey Show" on seven of the
     Stations,  "Home Improvement" on seven of the Stations,  "Wheel of Fortune"
     on  twelve  of the  Stations  and  "Jeopardy"  on  eight  of the  Stations.
     Additionally,  Benedek  Broadcasting  recently began broadcasting the newly
     syndicated  "The  Rosie  O'Donnell  Show"  on  four  of  the  Stations  and
     "Seinfeld" on five of the Stations.  Benedek Broadcasting  broadcasts other
     highly-rated  first run  syndicated  programs  on several  of the  Stations
     including  "Live with  Regis & Kathie  Lee,"  "Maury  Povich"  and  "Montel
     Williams." A number of  the  Stations  also  broadcast  other  highly-rated
     off-network   syndicated  programming  including  "Cheers,"  "M*A*S*H"  and
     "Roseanne."

         Benedek  Broadcasting seeks to acquire programs that are available on a
     cost-effective  basis  for  limited  licensing  periods,  allow  scheduling
     flexibility,  complement each Station's overall programming mix and counter
     competitive  programming.  Benedek  Broadcasting  has been able to purchase
     syndicated  programming  at  attractive  rates in part as a  result  of the
     limited competition for such programming in Benedek Broadcasting's markets.
     As a result of the limited  competition from other broadcasters  purchasing
     syndicated  programming  in the small and  medium-sized  markets  served by
     Benedek  Broadcasting,  program expense as a percentage of net revenues for
     the Stations was 4.2% and 3.4% in 1995 and 1996, respectively.

                                       -3-




<PAGE>



         LOCAL SALES EMPHASIS. Management's sales strategy focuses on increasing
     the sale of local  advertising by attracting new  advertisers to television
     and increasing  the amount of  advertising  dollars being spent by existing
     local  advertisers.  Management of Benedek  Broadcasting  believes that its
     leadership in local news and informational programming enhances its ability
     to develop and attract local advertising expenditures.  Management believes
     that  through  local  sales  efforts  it can  stimulate  local  advertising
     expenditures  more readily than it can national  advertising  expenditures.
     This  enables  Benedek  Broadcasting  to react  promptly  to changes in the
     national and local advertising climate.

         Trained and  experienced  sales  personnel sell local  advertising  for
     Benedek  Broadcasting in each of its markets.  Benedek Broadcasting focuses
     on local  advertisers by producing  their  commercials,  producing news and
     informational  programming with local advertising  appeal and sponsoring or
     co-promoting  local  events  and  activities  that  give local  advertisers
     unique  value-added  community  identity.   Approximately  59%  of  Benedek
     Broadcasting's  revenues  in 1996 were  generated  from local and  regional
     advertisers. Local and regional revenues for the Benedek Stations increased
     53.5% from 1991 to 1995  compared to a 42.7%  increase in the national spot
     television revenues of the Benedek Stations during the same period.

         FINANCIAL PLANNING AND CONTROLS. Benedek Broadcasting emphasizes strict
     control  of  programming  and  operating  costs as an  important  factor in
     increasing broadcast cash flow. Benedek  Broadcasting  continually seeks to
     identify and implement  cost savings  opportunities.  Management of Benedek
     Broadcasting  believes  that  controlling  costs is an essential  factor in
     achieving and maintaining  profitability.  Benedek  Broadcasting intends to
     continue to identify  opportunities to increase Adjusted EBITDA through its
     ongoing strategic planning and budgeting process.

         FUTURE  ACQUISITIONS  AND  OPPORTUNITIES.  Benedek  Broadcasting  has a
     long-term   strategy  to  pursue   additional   acquisitions  of  broadcast
     television stations,  primarily of network-affiliated  stations in small to
     medium-sized   markets   where   Benedek   Broadcasting   believes  it  can
     successfully  implement its operating  strategy and where such stations can
     be acquired on financially  acceptable terms.  Additionally,  a rule making
     proceeding  is  currently   pending  before  the  FCC  regarding   possible
     relaxation  of the  local  television  duopoly  rules.  If these  rules are
     implemented, Benedek Broadcasting intends to explore opportunities to enter
     into local  marketing  agreements  with other  stations in markets where it
     currently operates. Except for arrangements to acquire low power television
     licenses  in  Columbia  and   Jefferson   City,   Missouri   which  Benedek
     Broadcasting  expects to  complete  in the second  quarter of fiscal  1997,
     Benedek  Broadcasting  does not have any  understandings or agreements with
     respect to any acquisitions or local marketing agreements.

INDUSTRY BACKGROUND

     Commercial television  broadcasting began in the United States on a regular
basis in the 1940's. Currently, there are a limited number of channels available
for  broadcasting  in any one  geographic  area,  and the  license  to operate a
broadcast   station  is  granted  by  the  FCC.   Television   stations  can  be
distinguished  by the  frequency on which they  broadcast.  Television  stations
which broadcast over the very high frequency ("VHF") band (channels 2-13) of the
spectrum  generally have some  competitive  advantage over  television  stations
which broadcast over the ultra-high  frequency  ("UHF") band (channels 14-69) of
the spectrum  because VHF channels  typically cover larger  geographic areas and
operate at a lower transmission cost. However,  specific market  characteristics
such as population densities, geographic features or other factors may determine
whether UHF stations are in fact at a competitive disadvantage.

                                       -4-




<PAGE>



     Television station revenues are primarily derived from local,  regional and
national  advertising  and, to a modest extent,  from network  compensation  and
revenues from tower rentals and commercial  production  activities.  Advertising
rates are based upon numerous factors including a program's popularity among the
viewers an advertiser wishes to attract, the number of advertisers competing for
the available time allotted to commercials,  the size and demographic make-up of
the audience and the availability of alternative advertising media in the market
area.  The extent of  advertising  expenditures,  which are  sensitive  to broad
economic trends, has historically affected the broadcast industry.

     Whether or not a station is affiliated  with one of the four major networks
(ABC,  CBS, NBC or Fox) may have a significant  impact on the composition of the
station's  programming,  revenues,  expenses and  operations.  A typical network
affiliate  receives  a  significant  portion of its daily  programming  from the
network.  This  programming,  together  with cash  payments,  is provided to the
affiliate  by  the  network  in  exchange  for a  substantial  majority  of  the
advertising  time sold  during the  broadcast  of network  programming.  The Fox
network has  operating  characteristics  which are similar to ABC,  CBS and NBC,
although the hours of network  programming  produced for Fox  affiliates is less
than that produced by the other major networks. In addition,  UPN and the Warner
Bros. Network recently have been launched as new television  networks.  However,
neither produce a significant amount of network programming.

     Through the  1970's,  network  television  broadcasting  generally  enjoyed
dominance in viewership  and  television  advertising  revenues.  FCC regulation
evolved to address this dominance,  with the focus on increasing competition and
diversity of programming in the television broadcasting industry. See "--Federal
Regulation of Television Broadcasting."

     Cable and television systems were first installed in significant numbers in
the late 1960's and early 1970's and were initially used to retransmit broadcast
television programming in areas with poor broadcast signal reception.  According
to the 1996  Television & Cable  Factbook,  cable  television  currently  passes
approximately 90% of all television  households nationwide and approximately 62%
of such  households  are cable  subscribers.  Cable-originated  programming  has
emerged  as  a  significant  competitor  for  viewers  of  broadcast  television
programming.  With increased cable  penetration,  the cable programming share of
advertising revenues has increased.  Notwithstanding  increased cable viewership
and advertising,  broadcast television remains the dominant  distribution system
for mass market  television  advertising.  No single cable  programming  network
regularly attains audience levels amounting to more than a small fraction of any
single  major  broadcast   network.   Despite  the  growth  in  the  alternative
programming from cable,  according to Nielsen,  60% of all prime time television
viewing time during the 1995-1996  broadcast  season was spent viewing ABC, CBS,
NBC and Fox programming.

     Other developments have also affected television  programming and delivery.
Independent   stations  have  emerged  as  viable   competitors  for  television
viewership  share,  particularly as the result of the  availability of first run
network programming from UPN and the Warner Bros.  Network.  In addition,  there
has been  substantial  growth in the number of home satellite dish receivers and
VCRs,  which has further  expanded the number of  programming  alternatives  for
television  audiences.  Furthermore,  direct broadcast services ("DBS") to homes
from  satellites  became  available  on a  nationwide  basis  during  1994.  See
"--Competition."

BACKGROUND OF THE COMPANY

     Benedek  Broadcasting  was  incorporated  under  the  laws of the  State of
Delaware on January 22, 1979. Or June 6, 1996, as part of the acquisition of the
Stauffer Stations and Brissette Stations, Benedek Broadcasting

                                       -5-




<PAGE>



became a  wholly-owned  subsidiary of Benedek  Communications  Corporation  (the
"Company").  In March  1995,  Blue Grass  Television,  Inc.  ("Blue  Grass") and
Youngstown  Broadcasting  Co.,  Inc.  ("Youngstown")  were merged  into  Benedek
Broadcasting (the "Merger").  Prior to the Merger, all of the outstanding common
stock of Benedek  Broadcasting,  Blue Grass and  Youngstown  was owned by Mr. A.
Richard Benedek, the sole stockholder of the Company.

     Benedek Broadcasting acquired WTAP-TV in October 1979; WIFR-TV, WHSV-TV and
KHQA-TV in December 1986;  WTOK-TV in June 1988; and WTVY-TV in March 1995. Blue
Grass  acquired  WBKO-TV in April  1983;  and  KDLH-TV in July 1985.  Youngstown
acquired WYTV in June 1983.

     Benedek  Broadcasting's  principal  executive  offices  are
located at 100 Park Avenue, Rockford, Illinois 61101.

NETWORK AFFILIATION OF THE STATIONS

     Each of the Stations is affiliated  with either ABC, CBS or NBC pursuant to
an  affiliation  agreement  (an  "Affiliation   Agreement").   Each  Affiliation
Agreement  provides  the  affiliated  Station  with the right to  broadcast  all
programs  transmitted  by the network with which the Station is  affiliated.  In
return,  the  network  has the  right  to  sell a  substantial  majority  of the
advertising  time during  such  broadcasts.  In  exchange  for every hour that a
Station elects to broadcast network programming,  the network pays the Station a
specified  fee,  which  varies  with  the  time  of day.  Typically,  prime-time
programming generates the highest hourly rates. Rates are subject to increase or
decrease  by the  network  during  the term of an  Affiliation  Agreement,  with
provisions  for advance  notices and the right of  termination by the Station in
the event of a reduction of rates.

     Each of the Stations' network affiliation  agreements  currently runs for a
period of five to ten years. WYTV,  WBKO-TV,  WTOK-TV and WHSV-TV,  all of which
are ABC affiliates, each have a five-year affiliation agreement which expires in
1999. KMIZ-TV, an ABC affiliate,  operates under an affiliation  agreement which
expires in 2000 and is automatically  renewed for successive  terms,  subject to
either  party's right to terminate the agreement at the end of its term upon 180
days' advance notice.  WHOI-TV,  an ABC affiliate,  currently  operates under an
affiliation  agreement  which  expires  in 2005 and which does not  provide  for
renewals.   KDLH-TV,  WIFR-TV,  KHQA-TV,  WTVY-TV,  KGWN-TV,  KGWC-TV,  KCOY-TV,
WIBW-TV, WSAW-TV, WTRF-TV, KAUZ-TV and KOSA-TV, all of which are CBS affiliates,
each  have a  ten-year  affiliation  agreement  which  expires  in  2005  and is
automatically  renewed for successive five-year terms, subject to either party's
right to terminate the agreement at the end of any term upon six months' advance
notice. WMTV-TV, WWLP-TV and WILX-TV, all of which are NBC affiliates, each have
an affiliation  agreement which expires in 2006 and is automatically renewed for
successive  five-year  terms,  subject to either  party's right to terminate the
agreement at the end of any term upon six months'  advance notice.  WTAP-TV,  an
NBC affiliate,  currently operates under a five-year affiliation agreement which
expires in 2000 and is automatically  renewed for successive  terms,  subject to
either  party's  right to terminate the agreement at the end of any term upon 12
months' advance notice.

     In  December  1995,  Benedek   Broadcasting   entered  into  new  long-term
affiliation  agreements with CBS effective retroactive to July 1, 1995 on behalf
of KDLH-TV, WIFR-TV and KHQA-TV and agreed to extend the term of the affiliation
agreement for WTVY from 2004 to 2005. In connection with such arrangements,  CBS
paid Benedek  Broadcasting  bonus payments of $2.5 million in the fourth quarter
of 1995 and $2.5 million in the first  quarter of 1996.  These  payments will be
recognized as revenue by Benedek Broadcasting

                                       -6-




<PAGE>



at the rate of $0.5 million per year over the ten-year period of the affiliation
agreements.   Benedek   Broadcasting   also  agreed  with  CBS  that,  upon  the
consummation of the Acquisitions,  the term of the affiliation agreements of the
Stauffer  Stations that are CBS  affiliates  would be extended from 2000 to 2005
and the term of the  affiliation  agreements of the Brissette  Stations that are
CBS affiliates will be extended from 2004 to 2005.

     In addition to its affiliation  agreements,  Benedek  Broadcasting  entered
into  agreements with Fox to broadcast  football games of the National  Football
Conference  ("NFC")  of the  National  Football  League  and  certain  other Fox
programming in non-network time periods for the 1995 and 1996 broadcast seasons.
In 1996,  Benedek  Broadcasting  aired  the NFC  football  games  and  other Fox
programming on KHQA-TV,  WHSV-TV,  WTOK-TV,  WYTV, KCOY-TV and KMIZ-TV.  Benedek
Broadcasting  believes  that  broadcasting  NFC  football  games  increased  its
audience ratings during the times the games were broadcast.

     Benedek Broadcasting recently announced that it had reached an agreement in
principle  with The Warner  Bros.  Television  Network to develop a local  cable
affiliate  called the "WeB" in each of Benedek  Broadcasting's  20 markets which
rank above 100. The WeB is intended to be a 24 hour, seven day a week television
channel which will broadcast  Warner Bros.  Network prime time  programming,  WB
Kids programming and syndicated  programming of Warner Bros. and others. The WeB
is  scheduled  to begin  service by  September  1998 in most  100-plus  markets.
Benedek Broadcasting will be responsible for all local sales efforts for the new
channels in its markets.  Benedek Broadcasting does not anticipate a significant
effect on operations during 1997 nor does it anticipate that significant capital
expenditures  will be required in  connection  with the  development  of its WeB
affiliates.

ADVERTISING SALES

     Television station revenues are primarily derived from local,  regional and
national  advertising  and, to a modest extent,  from network  compensation  and
revenues from tower rentals and commercial  production  activities.  Advertising
rates are based upon numerous factors including a program's popularity among the
viewers an advertiser wishes to target, the number of advertisers  competing for
the available time, the size and demographic composition of a program's audience
and the availability of competing or alternative advertising media in the market
area.  Because  broadcast  television  stations  rely  on  advertising  revenue,
declines in advertising budgets, particularly in recessionary periods, adversely
affect the  broadcast  industry and as a result may  contribute to a decrease in
the revenues of broadcast  television  stations.  Benedek  Broadcasting seeks to
manage its spot inventory efficiently thereby maximizing advertising rates.

     Local  Sales.  Approximately  59% of the gross  revenues of the Stations in
1996 came from local and regional advertisers. Local and regional advertising is
sold primarily by each  Station's  professional  sales staff.  Typical local and
regional advertisers include automobile  dealerships,  retailers,  local grocery
chains, soft drink bottlers, hospitals, state lotteries and restaurants. Benedek
Broadcasting  focuses  on local  advertisers  by  producing  their  commercials,
producing news and informational  programming with local advertising  appeal and
sponsoring  or  co-promoting   local  events  and  activities  that  give  local
advertisers  value-added community identity.  Benedek Broadcasting's  management
team monitors sales plans and promotional activities and shares such information
among the Stations on a regular basis.

     National Sales.  Approximately 32% of the gross revenues of the Stations in
1996  came from  national  advertisers.  Typical  national  advertisers  include
automobile   manufacturers,   consumer   goods   manufacturers,   communications
companies,  fast food  franchisers,  national  retailers  and direct  marketers.
National  advertising time is sold through  representative  agencies retained by
Benedek Broadcasting. Six of the

                                       -7-




<PAGE>



Stations  are  represented  by Katz  Communications,  Inc.,  eight  Stations are
represented by Petry, five retain  Harrington,  Righter & Parsons,  LLP as their
national  sales  representative,  and  three are  represented  by  Telerep.  The
Stations'  national  sales  coordinators  actively  assist their  national sales
representatives  to induce national  advertisers to increase their national spot
expenditures designated to Benedek Broadcasting's markets.

RATING SERVICE DATA

     All  television  stations  in  the  United  States  are  grouped  into  211
television  markets  which  are  ranked  in  size  according  to the  number  of
television households in such markets. Nielsen periodically publishes reports on
the estimated  audience for the  television  stations in the various  television
markets throughout the country. The audience estimates are expressed in terms of
the percentage of the total potential  audience in a market viewing a particular
station (the station's  "rating") and of the  percentage of households  actually
viewing television (the station's "share").  The ratings reports provide data on
the basis of total television  households and selected demographic  groupings in
15-minute or half-hour  increments for a particular  market.  Nielsen calls each
specific  geographic market a DMA. Every county in the continental United States
is assigned to a DMA of a specific  television  market on an exclusive basis. In
larger  markets,  ratings are  determined by a combination  of meters  connected
directly to selected  television  sets (the  results of which are  reported on a
daily basis) and weekly  diaries of  television  viewing  prepared by the actual
viewers.  In smaller  markets  only  weekly  diaries are  completed  during four
separate  four-week  periods  during the course of any year.  These  periods are
commonly  knows as "sweeps  periods."  All  Benedek  Broadcasting's  markets are
measured during these sweeps periods.

                                       -8-




<PAGE>




The following table sets forth certain  information for each of the stations and
the markets  they  serve.  Television  audience  share,  station  rank and cable
penetration are based on data compiled from the November 1996 Nielsen surveys:

<TABLE>
<CAPTION>
                                                                                         Number of
                                                                                         Commercial  Station
                                              Market     Call                   Network  Stations in Rank in  Station    Cable
              Market Area                      Rank     Letters    Channel(c) Affiliation  Market    Market    Share   Penetration
              -----------                      ----     -------    ---------- -----------  ------    ------    -----   -----------
<S>                                          <C>      <C>          <C>         <C>        <C>      <C>     <C>        <C>
Madison, Wisconsin                              84      WMTV-TV       15        NBC          4        2       16%        61.5%

Youngstown, Ohio                                95         WYTV       33        ABC          3        3       17%        73.0%

Springfield and Holyoke, Massachusetts         102      WWLP-TV       22        NBC          2        1       24%        81.8%

Lansing, Michigan                              106      WILX-TV       10        NBC          4        2       15%        66.0%

Peoria and Bloomington, Illinois               110      WHOI-TV       19        ABC          4        3       14%        72.0%

Santa Barbara, Santa Maria and                 115      KCOY-TV       12        CBS          3        3       12%        84.0%
 San Luis Obispo, California

Duluth, Minnesota and Superior, Wisconsin      134      KDLH-TV        3        CBS          3        3       16%        52.7%

Rockford, Illinois                             135      WIFR-TV       23        CBS          4        2       17%        71.0%

Wausau and Rhinelander, Wisconsin              136      WSAW-TV        7        CBS          3        2       24%        50.6%

Wheeling, West Virginia and                    139      WTRF-TV        7        CBS          2        2       17%        78.0%
 Steubenville, Ohio

Topeka, Kansas                                 141      WIBW-TV       13        CBS          4        1       22%        73.1%

Wichita Falls, Texas and Lawton, Oklahoma      143      KAUZ-TV        6        CBS          4        2       15%        69.0%

Columbia and Jefferson City, Missouri          145      KMIZ-TV       17        ABC          3        3       13%        61.0%

Odessa and Midland, Texas                      151      KOSA-TV        7        CBS          4        4       11%        73.5%

Quincy, Illinois and Hannibal, Missouri        158      KHQA-TV        7        CBS          2        1       24%        61.0%

Dothan, Alabama                                174      WTVY-TV        4        CBS          3        1       28%        69.0%
Panama City, Florida                           159      WTVY-TV        4        CBS          4        3       11%        68.3%

Harrisonburg, Virginia                         178      WHSV-TV        3        ABC          1        1       23%        74.0%

Bowling Green, Kentucky                        182      WBKO-TV       13        ABC          2        1       32%        56.7%

Meridian, Mississippi                          183      WTOK-TV       11        ABC          3        1       30%        52.4%

Parkersburg, West Virginia                     186      WTAP-TV       15        NBC          1        1       31%        76.4%

Cheyenne, Wyoming, Scottsbluff,                194      KGWN-TV        5        CBS          4       1(e)     17%(e)     73.0%(e)
  Nebraska and Sterling, Colorado              194   KSTF-TV(a)       10        CBS         (d)       (e)      (e)         (e)
                                               194   KTVS-TV(a)        3        CBS         (d)       (e)      (e)         (e)

Casper and Riverton, Wyoming                   197      KGWC-TV       14        CBS          3       3(f)      8%(f)     67.0%(f)
                                               197   KGWL-TV(b)        5        CBS         (d)       (f)      (f)         (f)
                                               197   KGWR-TV(b)       13        CBS         (f)       (f)      (f)         (f)
</TABLE>
--------------
(a)  Satellite station of KGWN-TV
(b)  Satellite station of KGWC-TV.
(c)  Channels 2 through 13 are broadcast over the very high frequency (VHF) band
     of the broadcast spectrum and channels 14 through 69 are broadcast over the
     ultra-high frequency (UHF) band of the broadcast spectrum.
(d)  Satellite stations are not considered  distinct stations in this market for
     Nielsen purposes.
(e)  Station Rank,  Station Share and Cable Penetration  information for KGWN-TV
     includes data for satellite  stations  KSTF-TV,  Scottsbluff,  Nebraska and
     KTVS-TV, Sterling, Colorado, as reported by Nielsen.
(f)  Station Rank,  Station Share and Cable Penetration  information for KGWC-TV
     includes data for satellite stations KGWL-TV,  Lander, Wyoming and KGWR-TV,
     Rock Springs, Wyoming, as reported by Nielsen.

                                       -9-




<PAGE>



WMTV-TV (NBC) MADISON, WISCONSIN

     Market Description. The Madison DMA consists of 11 counties in southwestern
Wisconsin. Recent growth in the area has increased the population in the Madison
DMA,  moving it from the 93rd largest  market in 1991 to the 84th largest market
in 1996.  Madison,  the  Wisconsin  state  capital,  is located in  southcentral
Wisconsin, 150 miles north of Chicago,  Illinois and 75 miles west of Milwaukee,
Wisconsin.  The  Madison  economy  is  a  diverse  and  stable  balance  of  the
industrial,   governmental  and  service  sectors.  Additionally,   agricultural
production of corn, alfalfa,  tobacco,  oats, eggs, cattle, hogs and, of course,
dairy  products  have  greatly  contributed  to further  stability  in the local
economy.  Many of the country's leading insurance companies,  including American
Family Mutual Insurance Group,  CUNA Mutual Insurance Group and General Casualty
have facilities in Madison.  Other prominent corporations with facilities in the
area include General Motors  Corporation,  Meriter Health Services,  Oscar Mayer
Foods Corporation, Famous Footwear, Lands' End and Rayovac Corporation.  Madison
is also home to the University of Wisconsin, with approximately 40,000 students.

     Station  History and  Characteristics.  WMTV-TV was originally  licensed in
1953 to serve  Madison,  Wisconsin.  The  Madison  market is ranked  84th in the
United States, with approximately 312,000 television households and a population
of approximately  775,000.  WMTV-TV is broadcast on UHF channel 15 and is an NBC
affiliate.  There are three other commercial  television stations in the Madison
DMA,  a CBS  affiliate  which  broadcasts  on a VHF  channel  and  ABC  and  Fox
affiliates which broadcast on UHF channels.

WYTV (ABC) YOUNGSTOWN, OHIO

     Market Description.  The Youngstown DMA consists of four counties, three of
which  are in  northeastern  Ohio and one of which is in  western  Pennsylvania.
Youngstown is situated in northeastern Ohio along the  Ohio/Pennsylvania  border
within 65 miles of Cleveland, Ohio to the northwest and Pittsburgh, Pennsylvania
to the southeast.  The Youngstown economy is historically based on processing of
pig  iron  and  steel.  While  still  part  of a  major  steel  producing  area,
Youngstown's economy has diversified to include  manufacturing,  warehousing and
distribution  companies.  Some of the major  employers  in the area  include the
Buick,  Oldsmobile  and Cadillac  Division of General  Motors  Corporation,  the
Packard  Electric  Corporation  Division  of  General  Motors  Corporation,  St.
Elizabeth's  Medical  Center,  Western Reserve Care System and LTV Steel Tubular
Products  Division  of  Republic  Steel  Works.  This  area is also  the home of
Youngstown State University with approximately 16,000 students.

     Station History and  Characteristics.  WYTV was originally licensed in 1953
to serve  Youngstown,  Ohio. The Youngstown  market is ranked 95th in the United
States,  with approximately  275,000  television  households and a population of
approximately  694,000.  WYTV  is  broadcast  on  UHF  channel  33 and is an ABC
affiliate.  Benedek Broadcasting acquired WYTV in 1983. The other local stations
with which WYTV competes are also UHF stations, one of which is an NBC affiliate
and the other of which is a CBS affiliate.

WWLP-TV (NBC) SPRINGFIELD AND HOLYOKE, MASSACHUSETTS

     Market Description.  The Springfield-Holyoke DMA consists of three counties
in   midwestern   Massachusetts   running   north  to  south   between  the  New
Hampshire/Vermont  and Connecticut state borders.  Springfield is located in the
Pioneer  Valley,  approximately  25 miles north of Hartford,  Connecticut and 85
miles east of Boston,  Massachusetts.  The Springfield economy has a diversified
industrial  base.  The area's most  prominent  employers  include  Massachusetts
Mutual Life Insurance Company, Milton Bradley, Inc., Monsanto Company,  Friendly
Ice Cream Corporation,  Spalding Sports Worldwide,  Stanhome,  Inc. and Baystate
Medical  Center.  Many  universities  and  colleges  are located in this region,
including  the  University  of  Massachusetts,  with  a  student  population  of
approximately 23,000,  Amherst College, Smith College and Mount Holyoke College.
Springfield is also the home of Naismith Memorial Basketball Hall of Fame.

     Station  History and  Characteristics.  WWLP-TV was originally  licensed in
1953 to serve the greater  Springfield  area.  Springfield-Holyoke  is the 102nd
largest market in the United States, with approximately

                                      -10-




<PAGE>



242,000 television households and a population of approximately 613,000. WWLP-TV
is  broadcast  on  UHF  channel  22  and is an NBC  affiliate.  The  only  other
commercial  television  station in this  market is an ABC  affiliate  which also
broadcasts on a UHF channel. WWLP-TV also competes with a CBS affiliate on a VHF
channel and, to a lesser extent,  a Fox affiliate on a UHF channel both of which
are broadcast from Hartford, Connecticut.

WILX-TV (NBC) LANSING, MICHIGAN

     Market   Description.   The  Lansing  DMA  consists  of  five  counties  in
southcentral  Michigan.  Lansing is the state capital of Michigan and is located
approximately 75 miles west of Detroit,  Michigan.  The Lansing economy,  though
recently  diversified,  is  still  a  stronghold  of  the  automotive  industry.
Prominent  employers in the area include General Motors Corporation  (Oldsmobile
Worldwide Headquarters),  Meijer, Inc., Michigan Capital Healthcare and Michigan
National  Bank.  Additionally,  there are many smaller  companies,  employing in
excess of 3,000 people,  that provide auto parts to General  Motors.  Lansing is
also home to the largest university in Michigan, Michigan State University, with
more than 40,000 students and 12,000 faculty and staff.

     Station  History and  Characteristics.  WILX-TV was originally  licensed in
1957 to  Onondaga,  Michigan.  The Lansing  market is ranked 106th in the United
States,  with approximately  231,000  television  households and a population of
approximately  589,000.  WILX-TV is  broadcast  on VHF  channel 10 and is an NBC
affiliate. WILX-TV competes with three other commercial stations in this market,
a CBS  affiliate  which  also  broadcasts  on a VHF  channel  and  ABC  and  Fox
affiliates which broadcast on UHF channels.

WHOI-TV (ABC) PEORIA AND BLOOMINGTON, ILLINOIS

     Market  Description.  The  Peoria-Bloomington  DMA  consists of 10 counties
located in central Illinois. Peoria is located approximately 150 miles southwest
of Chicago,  Illinois  and 170 miles  north of St.  Louis,  Missouri.  The major
economic sectors in the area include agriculture,  manufacturing and information
technology.  Prominent employers in the greater Peoria area include Caterpillar,
Inc.,  State Farm Insurance,  Saint Francis Medical Center,  Diamond Star Motors
and  Methodist  Medical  Center.  This  area is  also  home  to  Illinois  State
University,  with approximately 18,000 students and 3,100 employees,  as well as
Bradley University and the University of Illinois School of Medicine.

     Station  History and  Characteristics.  WHOI-TV was originally  licensed in
1953 to serve Peoria, Illinois. The Peoria-Bloomington market is ranked 110th in
the United  States,  with  approximately  225,000  television  households  and a
population of approximately 562,000.  WHOI-TV is broadcast on UHF channel 19 and
is an ABC affiliate.  There are three other commercial  stations in this market,
affiliates of CBS, NBC and Fox.  All  of  these  competitor  stations  are  also
broadcast on UHF channels.

KCOY-TV (KCBS) SANTA BARBARA, SANTA MARIA AND SAN LUIS OBISPO, CALIFORNIA

     Market  Description.  The Santa Barbara - Santa Maria - San Luis Obispo DMA
consists of three counties on the southcentral coast of California.  Santa Maria
is  approximately  170 miles  north of Los  Angeles  and 270 miles  south of San
Francisco.  The region has a stable  economic base which  includes  agriculture,
transportation,  oil, tourism and  manufacturing.  Prominent  corporations  with
facilities  in the area include  Raytheon  Company,  Delco  Systems  Operations,
Chevron USA,  Santa Barbara  Research (a subsidiary of the Hughes  Corporation),
Applied  Magnetics  Corp.  and  Lockheed-Martin.  The  area is also  site of the
Vandenberg United States Air Force Base with approximately 8,400 military, civil
service and civilian  employees.  Additionally,  the University of California at
Santa Barbara and California Polytechnic  University,  with an aggregate student
population of approximately 34,000, are located within this DMA.

     Station  History and  Characteristics.  KCOY-TV was originally  licensed in
1964 to serve Santa  Maria,  California.  The Santa  Barbara - Santa Maria - San
Luis Obispo  market is ranked  115th in the United  States,  with  approximately
214,000 television households and a population of approximately 564,000. KCOY-TV

                                      -11-




<PAGE>



is  broadcast  on VHF channel 12 and is a CBS  affiliate.  There are three other
commercial  stations in this market,  ABC and NBC affiliates  which broadcast on
VHF channels and an independent station which broadcasts on a UHF channel. Until
recently, KCOY-TV was negatively impacted by the cable television retransmission
in Santa  Barbara of KCBS-TV,  Los Angeles,  California.  However,  in September
1995, KCOY-TV was granted  nonduplication  protection against KCBS-TV and is now
the only CBS affiliate whose programming is available on the Santa Barbara cable
system.

KDLH-TV (CBS) DULUTH, MINNESOTA AND SUPERIOR, WISCONSIN

     Market Description.  The Duluth-Superior DMA consists of 13 counties, seven
of  which  are in  northeastern  Minnesota,  five of which  are in  northwestern
Wisconsin  and one of which  is in the  upper  peninsula  of  Michigan.  Duluth,
Minnesota  and   Superior,   Wisconsin  are  adjacent  to  each  other  and  are
approximately  150  miles  from  Minneapolis,   Minnesota.  The  Duluth-Superior
economy,  historically based on mining and shipping,  also includes the fishing,
food products, paper, education,  medical, timber and tourism industries. Duluth
is one of the major  United  States ports from which iron ore,  taconite,  coal,
lumber,  cement,  grain, paper and chemicals are shipped.  Prominent corporation
with facilities in the area include  Minnesota  Power,  US West  Communications,
Duluth,  Missabe & Iron Range Railway Co., Louis Kemp Seafood Co., Lake Superior
Paper Industries, Potlatch Corporation, Boise Cascade, Burlington Northern Sante
Fe Railway,  Georgia-Pacific Corporation,  U.S. Steel, National Steel Pellet Co.
and  NorWest  Bank-Minnesota  North.  The  region  is also  host to a number  of
colleges and universities, including the University of Minnesota-Duluth ("UMD"),
UMD  Medical  School,  College of St.  Scholastica,  Northland  College  and the
University of Wisconsin-Superior.  In addition, the area's extensive forests and
numerous lakes have fostered a local tourism  industry and attract  thousands of
tourists  annually who camp,  hike,  ski, fish and boat in hundreds of state and
federal parks.

     Station  History and  Characteristics.  KDLH-TV was originally  licensed in
1954 to serve the Duluth,  Minnesota-Superior,  Wisconsin metropolitan area. The
Duluth-Superior  market is ranked 134th in the United States, with approximately
169,000 television households and a population of approximately 407,000. KDLH-TV
is  broadcast  on VHF  channel 3 and is a CBS  affiliate.  Benedek  Broadcasting
acquired KDLH-TV  in 1985.  KDLH-TV  competes with both an ABC and NBC affiliate
which are also broadcast on VHF channels.

WIFR-TV (CBS) ROCKFORD, ILLINOIS

     Market Description.  The Rockford DMA consists of five counties in northern
Illinois.  Rockford is  approximately  80 miles west of Chicago,  Illinois.  The
Rockford  economy   historically   centered  on   manufacturing,   has  recently
diversified  with the growth of  service-based  industries such as insurance and
financial  services.  Nevertheless,  manufacturing  still represents the largest
source of private employment in Rockford,  known as the "Fastener Capital of the
World." Prominent  corporations with facilities  located in the greater Rockford
area include Chrysler  Corporation,  Sundstrand  Corporation,  Ingersoll Milling
Machine Co.,  Barber-Colman Company,  Newell Company, Elco Industries,  Inc. and
Warner-Lambert  Company. One of the largest employers in the service industry in
this area is Rockford Memorial Hospital. Other service industry employers in the
area include Pioneer Life Insurance  Company,  AMCORE Bank,  N.A.,  Aetna Life &
Casualty and Blue  Cross/Blue  Shield of Illinois.  Additionally,  United Parcel
Service  completed  construction of a major facility at the Rockford  Airport in
late 1994, which functions as its distribution center for the entire mid-western
region of the United States.

     Station  History  and  Characteristics.  WIFR-TV  was  licensed  in 1965 to
Freeport,  Illinois to serve the greater Rockford market.  Rockford is the 135th
largest  market in the United  States,  with  approximately  166,000  television
households and a population of  approximately  417,000.  WIFR-TV is broadcast on
UHF channel 23 and is a CBS affiliate.  Benedek Broadcasting acquired WIFR-TV in
1986.  There are three  other  licensed  commercial  television  stations in the
Rockford market, of which two are UHF stations and one is

                                      -12-




<PAGE>



a  VHF  station.   Although  the  VHF  station's  signal  extends  to  a  larger
geographical area than any of the UHF stations,  including WIFR-TV, such area is
outside the Rockford DMA and does not impact  audience  ratings or shares within
the DMA. The other three  stations in this market are  affiliated  with ABC, NBC
and Fox.

WSAW-TV (CBS) WAUSAU AND RHINELANDER, WISCONSIN

     Market Description.  The  Wausau-Rhinelander DMA consists of 13 counties in
central  Wisconsin  bisected by the Wisconsin River.  Wausau is approximately 90
miles west of Green Bay, Wisconsin and 180 miles east of Minneapolis, Minnesota.
The Wausau economy,  historically based on the timber industry,  has diversified
into the farming,  manufacturing  and service sectors.  The area continues to be
one  of  the  nation's  leading  producers  of  cheese  and  ginseng.  Prominent
corporations with facilities in the greater Wausau area include Wausau Insurance
Companies,  Sentry  Insurance,  Kolbe & Kolbe Millwork,  Inc.,  Weyerhauser Co.,
Harley-Davidson, Consolidated Papers, Inc., Ore-Ida Foods, Inc., Marathon Cheese
Corp. and Georgia- Pacific Corporation.  The area is also home to the University
of Wisconsin-Stevens Point with approximately 10,000 students and the University
of Wisconsin-Marathon Center with a student population of approximately 1,300.

     Station  History and  Characteristics.  WSAW-TV was originally  licensed in
1954 to serve Wausau,  Wisconsin. The Wausau-Rhinelander  market is ranked 136th
in the United States,  with approximately  164,000  television  households and a
population of approximately  421,000.  WSAW-TV is broadcast on VHF channel 7 and
is a CBS affiliate.  WSAW-TV  competes with  affiliates of ABC and NBC which are
also broadcast on VHF channels.

WTRF-TV (CBS) WHEELING, WEST VIRGINIA AND STEUBENVILLE, OHIO

     Market Description.  The Wheeling-Steubenville DMA consists of 12 counties,
six of which are in  northwestern  West Virginia and six of which are in eastern
Ohio.  Located in the Ohio Valley,  Wheeling and Steubenville are situated along
opposite  sides of the Ohio River  approximately  25 miles  apart.  Wheeling  is
approximately 55 miles southwest of Pittsburgh,  Pennsylvania and  approximately
120 miles east of Columbus,  Ohio.  The area's  economy,  historically  based on
heavy  manufacturing,  has  diversified  into the  manufacturing,  services  and
advanced  technology  sectors.  Prominent  corporations  with facilities in this
region include Wheeling  Pittsburgh Steel Corporation,  TIMET,  Bayer, Inc., PPG
Industries and Consolidation Coal Company. Wheeling is also home to the National
Technology  Transfer  Center,  an  independent  organization  formed to  provide
private  business and industry with a central access point for the knowledge and
data gathered by the Federal Government's 100,000 research professionals.

     Station  History and  Characteristics.  WTRF-TV was originally  licensed in
1953 to serve the Wheeling,  West  Virginia  market.  The  Wheeling-Steubenville
market  is  ranked  139th  in the  United  States,  with  approximately  158,000
television  households  and a population of  approximately  391,000.  WTRF-TV is
broadcast on VHF channel 7 and is a CBS affiliate. There is one other commercial
station in this market, an NBC affiliate also broadcast on a VHF channel.

WIBW-TV (CBS) TOPEKA, KANSAS

     Market Description.  The Topeka DMA consists of 14 counties in northeastern
Kansas.  Topeka, the capital of Kansas, is located near the geographic center of
the United States,  approximately 60 miles west of Kansas City, Missouri and 120
miles  south of  Omaha,  Nebraska.  This  area's  diversified  economy  includes
concentrations in the agriculture,  manufacturing and service industries.  Major
employers  in this  market  include  Goodyear  Tire &  Rubber  Company,  Payless
ShoeSource,  Jostons Printing and Publishing,  Hallmark Cards, Inc.,  Frito-Lay,
Inc.,  Burlington  Northern Santa Fe Railway,  Blue Cross/Blue Shield of Kansas,
Stormont-Vail  Regional  Medical  Center and  Menninger  Hospital  and School of
Psychiatric Medicine.  The region is also home to several universities including
the University of Kansas, Kansas State University,

                                      -13-




<PAGE>



Washburn  University of Topeka and Emporia State  University,  with an aggregate
student population in excess of 60,000.

     Station  History and  Characteristics.  WIBW-TV was originally  licensed in
1953 to serve  Topeka,  Kansas.  The Topeka market is ranked 141st in the United
States with  approximately  154,000  television  households  and a population of
384,000.  WIBW-TV is broadcast on VHF channel 13 and is a CBS  affiliate.  There
are three other commercial  stations in the market;  two of which are affiliates
of ABC and NBC broadcasting on UHF channels with smaller broadcast coverage than
WIBW-TV and a Fox affiliate which broadcasts a low power frequency.

KAUZ-TV (CBS) WICHITA FALLS, TEXAS AND LAWTON, OKLAHOMA

     Market Description.  The Wichita  Falls-Lawton DMA consists of 18 counties,
12 of which  are in  northcentral  Texas  and six of which  are in  southwestern
Oklahoma.  Wichita  Falls is located in the cross  timbers  section of the North
Central Plains of Texas,  approximately  60 miles south of Lawton,  Oklahoma and
approximately  125 miles from Dallas,  Texas and Oklahoma  City,  Oklahoma.  The
Wichita Falls-Lawton  economy,  historically based on agriculture,  ranching and
petroleum, also includes the manufacturing,  transportation, tourism and service
industries.  Prominent  corporations  with  facilities  in the area  include the
Cryovac  Division of W.R.  Grace & Co., the  Mechanics  Tool Division of Stanley
Works, Levi Strauss & Company,  PPG Industries and Goodyear Tire & Rubber Co. In
addition,  in 1995 the Texas  Department of Criminal Justice ("TDCJ") opened its
James V. Allred Unit in Wichita Falls adding approximately 875 jobs to the area.
The TDCJ has announced expansion plans for this Unit which is expected to create
an additional 200 local jobs.

     Station  History and  Characteristics.  KAUZ-TV was originally  licensed in
1953 to serve the Wichita Falls area. The Wichita  Falls-Lawton market is ranked
143rd in the United States, with approximately 153,000 television households and
a population of approximately 391,000. KAUZ-TV is broadcast on VHF channel 6 and
is a CBS affiliate.  KAUZ-TV  competes with three other  commercial  stations in
this market,  ABC and NBC affiliates  which  broadcast on VHF channels and a Fox
affiliate which broadcasts on a UHF channel.

KMIZ-TV (ABC) COLUMBIA AND JEFFERSON CITY, MISSOURI

     Market Description. The Columbia-Jefferson City DMA consists of 13 counties
in central Missouri.  Columbia and Jefferson City, approximately 30 miles apart,
are situated in the center of Missouri within 130 miles of Kansas City, Missouri
to the west and St. Louis,  Missouri to the east.  The  Columbia-Jefferson  City
economy is based  primarily on education,  health,  insurance  and  agriculture.
Additionally,  Jefferson  City is the  capital of Missouri  adding  governmental
employment  to the  economic  base of the area that has been  called a recession
resistant  community  due  to  its  diversity  and  stable  economy.   Prominent
corporations  with facilities in this market include  Toastmaster,  Inc.,  State
Farm Insurance Companies,  Shelter Insurance Companies, Quaker Oats, Oscar Mayer
Foods  Corporation,  Scholastic  Books,  ABB Power T&D Company  and A.B.  Chance
Company. The area is also home to the University of Missouri, with approximately
24,000 students and 13,000 employees.  In addition, the Fort Leonard Wood United
States Army Base and the Whitman United States Air Force Base are located within
this market.

     Station  History  and  Characteristics.  KMIZ-TV  was  originally  licensed
in 1971   to   serve   the   Columbia-Jefferson   City,   Missouri   area.   The
Columbia-Jefferson  City  market  is ranked  145th in the  United  States,  with
approximately  147,000  television  households and a population of approximately
356,000. KMIZ-TV is broadcast on UHF channel 17 and is an ABC affiliate. The two
other  commercial  stations  in the  market,  affiliates  of CBS  and  NBC,  are
broadcast on VHF channels.


                                      -14-




<PAGE>

KOSA-TV (CBS) ODESSA AND MIDLAND, TEXAS

     Market Description.  The Odessa-Midland DMA consists of 19 counties,  18 of
which are in southwestern  Texas and one of which is in southeastern New Mexico.
Odessa,  the largest city in the Permian Basin, is approximately  275 miles east
of El Paso,  Texas and 350  miles  west of  Dallas,  Texas.  The  Odessa-Midland
economy is historically based on the oil and gas industry. The area has recently
diversified into the manufacturing and industrial service sectors, although ties
to the energy sector remain very significant. Some of the major employers in the
area include Phillips  Petroleum Company,  Exxon Corporation,  the Shell Oil Co.
Odessa  Refinery,  EVI-Highland  Pump  Company,  Rexene  Corporation,   Ref-Chem
Corporation,  Texas Instruments Inc. and Medical Center Hospital. Odessa is also
home of the  University  of Texas of the Permian  Basin,  Texas Tech  University
Health Sciences Center at Odessa and Odessa College,  with an aggregate  student
enrollment of approximately 7,000.

     Station History and Characteristics.  KOSA-TV  was  originally  licensed in
1956 to serve  Odessa,  Texas.  The  Odessa-Midland market  is  ranked  151st in
the  United  States,  with  approximately  132,000 television  households  and a
population of  approximately  375,000.  KOSA-TV is broadcast  on VHF  channel  7
and is a CBS  affiliate.  There  are  three  other commercial  stations  in  the
market, ABC and NBC affiliates  which  broadcast  on  VHF  channels  and  a  Fox
affiliate which broadcasts on a UHF channel.

KHQA-TV (CBS) QUINCY, ILLINOIS AND HANNIBAL, MISSOURI

     Market Description.  The Quincy-Hannibal DMA consists of 18 counties, eight
of which are in western Illinois, nine of which are in northeastern Missouri and
one of which is in southeastern  Iowa. Quincy,  Illinois and Hannibal,  Missouri
are situated on opposite sides of the Mississippi River  approximately 100 miles
northwest of St. Louis, Missouri.  The Quincy-Hannibal  economy is predominantly
agricultural. This market is considered one of the largest soybean, hog and corn
producing areas in the nation.  Prominent  corporations  with facilities in this
market  include  Moorman  Manufacturing  Company,   American  Cyanamid  Company,
Pillsbury,  Inc.,  Quincy  Soybean  Co.,  Harris  Corporation,  Shaeffer Pen and
Buckhorn Rubber Products.

     Station  History and  Characteristics.  KHQA-TV was originally  licensed in
1953 to serve  the  greater  Quincy,  Illinois-Hannibal,  Missouri  market.  The
Quincy-Hannibal  market is ranked 158th in the United States, with approximately
117,000 television households and a population of approximately 286,000. KHQA-TV
is  broadcast  on VHF  channel 7 and is a CBS  affiliate.  Benedek  Broadcasting
acquired  KHQA-TV  in 1986.  There is one other  station in this market,  an NBC
affiliate carried on a VHF channel.

WTVY-TV (CBS) DOTHAN, ALABAMA AND PANAMA CITY, FLORIDA

     Market Description. WTVY-TV is one of the few stations in the United States
that serves two DMAs. The Dothan DMA consists of six counties, five of which are
in southeastern Alabama and one of which is in southwestern  Georgia.  Dothan is
located  approximately  90 miles  southeast of Montgomery,  Alabama and 85 miles
north of Panama City, Florida.  The Panama City DMA consists of nine counties in
the middle of the Florida Panhandle.

     The  Dothan  economy,   historically  agricultural,   is  currently  evenly
distributed among the service, manufacturing and agricultural sectors. Dothan is
known as the  "Peanut  Capital of the  World."  Peanuts  account for half of the
area's farm income, with cattle, poultry, corn, wheat, soybeans,  cotton, fruits
and vegetables making up the other half. Prominent  corporations with facilities
in the area include the Sony Corporation,  Perdue Farms,  Inc., General Electric
Company  and AAA  Cooper  Transport  Company.  Dothan is also home to the area's
largest  regional  shopping  mall, two regional  hospitals and five  educational
institutions  offering collegiate,  technical and vocational studies. The Dothan
DMA is also the site of the Fort Rucker United States Army Aviation Station.

     Panama City is the county seat of Bay County, Florida and is located on the
Gulf of Mexico at the mouth of St.  Andrew's  Bay.  The Panama  City  economy is
heavily  based on  year-round  tourism  as a result  of its  affordability  when
compared  to other  Florida  beach  areas.  Prominent  corporations  in the area
include

                                      -15-




<PAGE>



Champion Paper Company and Stone Container Corporation, as well as more than 100
other  manufacturers.  The  Panama  City DMA is the site of the  Tyndall  United
States Air Force Base and the Coastal Systems Station of the United States Navy.

     Station History and Characteristics.  WTVY-TV,  originally licensed in 1955
to serve the Dothan,  Alabama  metropolitan area,  currently serves the DMA's of
Dothan,  Alabama and Panama City, Florida.  The Dothan market is ranked 174th in
the  United  States,  with  approximately  86,000  television  households  and a
population  of  approximately  219,000,  while the Panama  City marked is ranked
159th with  approximately  110,000  television  households  and a population  of
approximately  275,000.  If combined,  these two markets would rank as the 123rd
largest market in the United  States.  WTVY-TV is broadcast on VHF channel 4 and
is a CBS affiliate.  Benedek  Broadcasting  acquired  WTVY-TV on March 31, 1995.
WTVY-TV competes with two other stations in the Dothan market, affiliates of ABC
and Fox which  broadcast on UHF  channels.  In the Panama City  market,  WTVY-TV
competes with three other commercial  stations,  affiliates of ABC and NBC which
broadcast on VHF channels and a Fox affiliate which broadcasts on a UHF channel.

WHSV-TV (ABC) HARRISONBURG, VIRGINIA

     Market Description.  The Harrisonburg DMA consists of four counties, two of
which are in  northwestern  Virginia and two of which are in  northeastern  West
Virginia.   Harrisonburg  is  located  in  the  Shenandoah  Valley  between  the
Appalachian  and  Blue  Ridge  Mountains,   approximately   110  miles  west  of
Washington, D.C. and 110 miles northwest of Richmond, Virginia. The Harrisonburg
economy has been growing rapidly over the past several years.  Several prominent
companies  have  established  regional  operations in the  Harrisonburg  market,
including the Coors  Brewing  Company and R.R.  Donnelly & Sons Co., Inc.  Other
companies in this area include Rocco Turkey, Inc., WLR Foods, Inc., Tyson Foods,
Inc.,  Hershey Co.,  Owens-Brockway  Plastics & Closures  and Merck & Co.,  Inc.
Harrisonburg  is also the home of James  Madison  University,  the largest state
university in the Virginia University system with approximately 13,000 students.

     Station History and  Characteristics.  Since its inception in 1953, WHSV-TV
has been the only VHF commercial  television  station  serving the  Harrisonburg
market.  The  Harrisonburg  market is ranked  178th in the United  States,  with
approximately  80,000  television  households and a population of  approximately
199,000. WHSV-TV is broadcast on VHF channel 3 and is an ABC affiliate.  Benedek
Broadcasting  acquired  WHSV-TV  in 1986.  The  Station  is also  carried on UHF
translator on channel 64 in the adjacent  Charlottesville,  Virginia market. The
higher costs for advertising in surrounding urban areas results in a competitive
advantage for WHSV-TV in attracting advertising revenues.

WBKO-TV (ABC) BOWLING GREEN, KENTUCKY

     Market  Description.  The Bowling  Green DMA consists of seven  counties in
southcentral  Kentucky.  Bowling  Green  is  approximately  110  miles  south of
Louisville,  Kentucky and 60 miles north of Nashville,  Tennessee. Bowling Green
lies between two different  geographic  regions:  the "Pennyroyal," a rural area
where  agriculture  and  mining  are  major  factors  in the  economy,  and  the
"Bluegrass," a region featuring rich soil and rolling hills on which some of the
most  prominent  thoroughbred  horse farms in the world are  located.  Prominent
corporations  with  facilities in this area include  Fruit of the Loom,  General
Motors Corvette  Assembly  Division,  the Holley Division of Coltec  Industries,
Eaton  Corporation,  Lord Corporation,  Pan American Mills,  Inc.,  Country Oven
Bakery Division of Kroger Stores, Inc. and Hills Pet Products.  Bowling Green is
also the home of Western Kentucky University with approximately  16,000 students
and 2,500 employees.

     Station  History and  Characteristics.  WBKO-TV was originally  licensed in
1962 to serve southcentral Kentucky. The Bowling Green market is ranked 182nd in
the  United  States,  with  approximately  70,000  television  households  and a
population of approximately 170,000.  WBKO-TV is broadcast on VHF channel 13 and
is an ABC affiliate.  Benedek  Broadcasting  acquired  WBKO-TV in 1983. The only
other local

                                      -16-




<PAGE>



commercial  station  broadcasting  in  this  market  is a  Fox  affiliate  which
broadcasts  on a UHF channel.  WBKO-TV  also  competes to some extent with three
stations broadcasting from Nashville, Tennessee.

WTOK-TV (ABC) MERIDIAN, MISSISSIPPI

     Market  Description.  The Meridian DMA consists of seven counties,  five of
which  are in  eastern  Mississippi  and two of which  are in  western  Alabama.
Meridian is  approximately  150 miles west of  Montgomery,  Alabama and 90 miles
east of Jackson,  Mississippi. The Meridian economy,  traditionally based on the
cattle and timber industries,  has recently evolved into a medical and financial
hub for  eastern  Mississippi  and  western  Alabama.  In  addition,  Meridian's
favorable  industrial  climate  has lured over 100  manufacturing  plants to the
area,  including  Peavey  Electronics  Corporation,  James  River  Corp.,  Avery
Dennison  Stationery  Products  Division and the Delco-Remy  Division of General
Motors.  There  are also  many  large  hospitals  in the  area,  including  Rush
Foundation  Hospital,  East Mississippi State Hospital,  Riley Memorial Hospital
and Jeff Anderson  Regional  Medical  Center,  which together  employ over 3,800
individuals.  Meridian  is also site of  Meridian  Naval Air  Station,  a United
States Naval training facility.

     Station  History and  Characteristics.  WTOK-TV was originally  licensed in
1953 to serve Meridian,  Mississippi. The Meridian market is ranked 183rd in the
United States, with approximately 66,000 television  households and a population
of approximately  173,000.  WTOK-TV is broadcast on VHF channel 11 and is an ABC
affiliate.  Benedek  Broadcasting  acquired  WTOK-TV  in  1988.  The  other  two
commercial  stations in the market,  affiliates of NBC and CBS, are broadcast on
UHF channels with considerably  smaller broadcast coverage than WTOK-TV. The CBS
affiliate  recommenced  broadcasting  in April 1994 after ceasing  operations in
April 1992.  In August  1995,  the CBS and NBC  affiliates  entered into a local
marketing  agreement  pursuant to which the CBS  affiliate  would manage the NBC
affiliate.

WTAP-TV (NBC) PARKERSBURG, WEST VIRGINIA

     Market Description.  The Parkersburg DMA consists of three counties, two of
which  are in  western  West  Virginia  and one of  which  is in  eastern  Ohio.
Parkersburg  is located at the  confluence  of the Little  Kanawha  and the Ohio
Rivers, approximately 140 miles from Pittsburgh,  Pennsylvania and approximately
75 miles from  Charleston,  West  Virginia.  The  Parkersburg  economy is evenly
distributed among the manufacturing and services sectors.  A number of prominent
companies maintain facilities in the Parkersburg market, including E. I. du Pont
de Nemours & Co.,  General  Electric  Plastics,  Shell  Chemical,  Ames Company,
Nashua Photo,  Inc. and Schott  Scientific  Glass, Inc. The area is also home to
the Bureau of Public Debt, the printer for all United States  Government  Bonds,
as well as several  regional  educational  institutions  including West Virginia
University at Parkersburg, Ohio Valley College and Marietta College.

     Station  History and  Characteristics.  WTAP-TV was originally  licensed in
1953  and is the only  commercial  television  station  licensed  to  serve  the
Parkersburg market. The Parkersburg market is ranked 186th in the United States,
with   approximately   61,500   television   households   and  a  population  of
approximately  153,000.  WTAP-TV is  broadcast  on UHF  channel 15 and is an NBC
affiliate.   Benedek  Broadcasting  acquired  WTAP-TV  in  1979.  Other  network
affiliated stations,  including one NBC affiliate,  located in Charleston,  West
Virginia and Columbus,  Ohio, are carried on cable systems in  Parkersburg,  but
are not part of the Parkersburg DMA.

KGWN-TV (CBS) CHEYENNE, WYOMING
KSTF-TV (CBS) SCOTTSBLUFF, NEBRASKA
KTVS-TV (CBS) STERLING, COLORADO

     Market Description. The Cheyenne-Scottsbluff-Sterling DMA consists of three
counties, two in southeastern Wyoming and one in western Nebraska. Cheyenne, the
state capital of Wyoming,  is located  approximately  100 miles north of Denver,
Colorado.   The  Cheyenne   economy  is  supported   primarily  by   government,
transportation, tourism, services and light manufacturing. Significant employers
in the area

                                      -17-




<PAGE>



include Union Pacific Railroad,  United Medical Center, Veteran's Administration
Hospital, Safecard and Frontier Oil Refinery. Cheyenne is also home to the F. E.
Warren  United  States Air Force Base,  which  employs more than 4,000 people in
military and civilian capacities.

     In order to properly serve the  Cheyenne-Scottsbluff-Sterling  DMA, KGWN-TV
operates two satellite television stations, KSTF-TV in Scottsbluff, Nebraska and
KTVS-TV in Sterling,  Colorado.  Scottsbluff  is located in Scotts Bluff County,
Nebraska  approximately 100 miles northeast of Cheyenne.  Sterling is located in
Logan  County,  Colorado  approximately  100 miles  southeast of  Cheyenne.  The
satellite stations serve sparsely populated rural areas which lack the resources
to support  full-service  broadcast operations unrelated to the parent Station's
more populous communities.

     Station History and Characteristics.  KGWN-TV,  originally licensed in 1954
to serve Cheyenne,  Wyoming.  Since first going on the air, KGWN-TV has been the
only home  market  station  in the City of  Cheyenne  and  Laramie  County.  The
Cheyenne-Scottsbluff-Sterling  market is ranked 194th in the United  States with
approximately  50,000  television  households and a population of  approximately
123,000. KGWN-TV is broadcast on VHF channel 5 and is a CBS affiliate.  KSTF-TV,
broadcast  on VHF  channel  10, and  KTVS-TV,  broadcast  on VHF  channel 3, are
operated as S-2 satellites  receiving a substantial portion of their programming
from KGWN-TV.  However,  as S-2 satellites,  KSTF-TV and KTVS-TV  broadcast some
self-produced  local  programming  which is not  provided  by  KGWN-TV.  KGWN-TV
competes with two other commercial  stations in the Cheyenne market, a satellite
station of an ABC affiliate in Casper,  Wyoming which broadcasts Fox programming
in  Cheyenne,  and a  satellite  station  of an NBC  affiliate,  both  of  which
satellite  stations  broadcast on UHF channels.  KSTF-TV competes with one other
commercial  station in the  Scottsbluff  market,  a satellite  station of an ABC
affiliate  which  broadcasts on a VHF channel.  KTVS-TV  competes to some extent
with several stations broadcasting from Denver, Colorado.

KGWC-TV (CBS) CASPER, WYOMING
KGWL-TV (CBS) LANDER, WYOMING
KGWR-TV (CBS) ROCK SPRINGS, WYOMING

     Market  Description.  The  Casper-Riverton  DMA consists of six counties in
central  Wyoming.  Casper  is  located  approximately  290  miles  southeast  of
Billings,  Montana and 275 miles north of Denver,  Colorado. The Casper economy,
historically centered on oil and agriculture,  has recently diversified with the
growth of its service  sector.  Major  employers in the area include the Wyoming
Medical Center,  Wotco, Inc., Conoco, True Oil & Affiliates and Rissler McMurry.
Casper is also home to Casper College and the University of Wyoming-Casper, with
an aggregate student population of approximately 4,500.

     In  order to  properly  serve  the  vast  geographic  area  covered  by the
Casper-Riverton DMA, KGWC-TV operates two satellite television stations, KGWL-TV
in Lander,  Wyoming and KGWR-TV in Rock Springs,  Wyoming.  Lander is located in
Freemont County  approximately  140 miles  southwest of Casper.  Rock Springs is
located in Sweetwater County  approximately  220 miles southwest of Casper.  The
satellite stations serve sparsely populated rural areas which lack the resources
to support  full-service  broadcast operations unrelated to the parent Station's
more populous communities.

     Station History and Characteristics.  KGWC-TV,  originally licensed in 1980
to serve  Casper,  Wyoming.  The  Casper-Riverton  market is ranked 197th in the
United States, with approximately 50,000 television  households and a population
of  approximately  125,000.  KGWC-TV is broadcast on UHF channel 14 and is a CBS
affiliate.  KGWL-TV,  broadcast on VHF channel 5, and KGWR-TV,  broadcast on VHF
channel  13, are  operated  as S-1  satellite  stations  receiving  all of their
programming from KGWC-TV. KGWC-TV competes with two other commercial stations in
this market,  an NBC affiliate which  broadcasts on a VHF channel and an ABC/Fox
affiliate which broadcasts on a UHF channel.

                                      -18-




<PAGE>



COMPETITION

     The principal  methods of  competition in television  broadcasting  are the
development  of  audience  interest  through   programming  and  promotions  and
competition  in rates  charged to  advertisers.  Broadcast  television  stations
compete for advertising revenues with other broadcast stations, cable television
and all other  advertising  media in their  market  areas and  generally  do not
compete with  stations in other  markets.  Benedek  Broadcasting  has  generally
acquired  stations  in  markets  where  there  are  only  a  limited  number  of
over-the-air  television  stations  competing for local viewership and for local
advertising revenues. In two of its markets,  Benedek Broadcasting owns the only
local television station. In four markets, Benedek Broadcasting owns one of only
two local television stations.  In seven markets,  Benedek Broadcasting owns one
of three local television stations.  In eight markets, Benedek Broadcasting owns
one  of  four  local television stations. In addition, WTVY-TV competes with two
other stations in the Dothan market and with three other stations in the  Panama
City market.

     Audience.  Stations compete for audience on the basis of program popularity
which has a direct effect on advertising rates. A significant portion of Benedek
Broadcasting's  daily  programming  is supplied by the  networks.  In those time
eriods,  the  Stations  are  totally  dependent  upon  the  performance  of the
networks'  programs  in  attracting   viewers.   Non-network  time  periods  are
programmed by the Stations  with local news and  syndicated  programs  generally
purchased for cash and barter and, to a lesser extent, barter-only. The Stations
also air sports, public affairs and other entertainment programming.

     The development of methods of television  transmission of video programming
other than  over-the-air  broadcasting,  and in  particular  the growth of cable
television, has significantly altered competition for audience in the television
industry.  These other  transmission  methods  can  increase  competition  for a
broadcasting  station by bringing into its market distant  broadcasting  signals
not  otherwise  available  to the  station's  audience  and also by serving as a
distribution  system  for  non-broadcast  programming  distributed  by the cable
system.  As the  technology  of  satellite  program  delivery  to cable  systems
advanced in the late 1970's,  development  of programming  for cable  television
accelerated dramatically, resulting in the emergence of multiple, national-scale
program  alternatives  and the rapid  expansion of cable  television  and higher
subscriber  growth  rates.  Historically,  cable  operators  have not  sought to
compete with broadcast stations for a share of the local news audience.

     The FCC has authorized  several entities to construct and launch satellites
to deliver DBS to homes from satellites.  Three DBS companies provide nationwide
service and MCI  Communications  has  acquired  the right to launch a fourth DBS
satellite  service in a joint venture with the parent of Fox. In early 1997, the
Fox DBS venture and Echostar, an operating DBS company, announced a merger and a
plan to carry local broadcast stations. The FCC has also adopted rules which may
significantly  increase the number of multipoint  distribution  service stations
("MDS") (i.e., video service distributed on microwave frequencies which can only
be received by special  microwave  antennae).  These MDS stations  have launched
service in several  cities,  and one telephone  company has also begun  offering
digital MDS service.  In  addition,  the FCC has  authorized a 28 GHz  microwave
cable  service  that will have the  potential  to provide up to 100  channels of
video or more. The FCC is also licensing low power television stations which are
television  stations with coverage  areas much smaller than those served by full
power conventional television stations.

     Current  technology  offers  several  different  methods  for  transmitting
television signals with greatly improved definition,  color rendition, sound and
wider  screen  picture.  Collectively,  these  improvements  are  referred to as
digital television  ("DTV"),  with the most advanced type of transmission system
being high definition  television.  Intensive  research and development  efforts
have achieved forms of DTV that can be

                                      -19-




<PAGE>



transmitted by existing terrestrial  broadcasters in the United States. A number
of such proposed systems have been extensively tested by an industry test center
under the  auspices  of an Industry  Advisory  Committee  reporting  to the FCC.
Following such testing,  the major proponents of the competing systems agreed to
combine their efforts to provide a single DTV system, and these efforts resulted
in technical standards that were submitted to the FCC in 1995. In late 1996, the
FCC  adopted a  technical  standard  for DTV.  The  standard  will  involve  the
broadcast  of  DTV  on  a  separate   television  channel  from  that  used  for
conventional  broadcasting and that channel may also be used by broadcasters for
data  transmission  and  multi-channel   transmission.   The  FCC  currently  is
determining whether and how to assign licenses to permit television broadcasters
to  provide  DTV  services.  The FCC has  tentatively  decided to issue a second
channel to each  television  broadcaster  to permit it to  provide  DTV during a
transition  period.  Although  in some cases a DTV channel may provide a station
with a smaller geographic  service area than its current channel,  most stations
are expected to obtain DTV service areas that are consistent  with their current
service areas. At the end of the transition  period,  each broadcaster  would be
required  to  return  to the FCC one of  these  two  channels.  This  transition
ultimately will permit  broadcasters to provide higher quality services to their
viewers  and may permit  broadcasters  to compete  more  effectively  with other
digital video systems.  However,  constructing and operating a second television
channel  will  require a  substantial  capital  outlay for all of the  Stations.
Benedek Broadcasting is unable to predict the effect that technological  changes
will have on the broadcast  television industry or the future results of Benedek
Broadcasting's operations.

     In  addition,  certain  leaders in  Congress  and the  Administration  have
proposed  legislation  requiring  broadcasters  to (i)  bid at  auction  for DTV
channels,  potentially against other non-broadcast applicants, (ii) return their
analog  channels on an expedited  basis by 2005 to permit the old channels to be
reauctioned  to new  licensees  and/or (iii) pay a fee for the use of the second
channel, starting either immediately or after 2005. These proposals, if enacted,
could affect  Benedek  Broadcasting.  First,  auctions  for DTV  channels  could
substantially  increase Benedek  Broadcasting's  up-front costs of converting to
DTV and would raise the possibility that Benedek  Broadcasting  could be subject
to additional  competition in its markets if it, or another licensee, is out-bid
by a newcomer.  Second,  an expedited  transition  period could require  Benedek
Broadcasting  to end analog  transmission  before all its viewers  (particularly
those in the smaller markets which Benedek  Broadcasting  serves) have purchased
DTV-compatible reception equipment.

     Programming. Competition for programming involves negotiating with national
program  distributors or syndicators  which sell first run and rerun packages of
programming. The Stations compete against local broadcast stations for exclusive
access  to first  run  product  (such as "The  Oprah  Winfrey  Show,"  "Wheel of
Fortune" and "Jeopardy") and for off-network reruns (such as "Home Improvement,"
"Seinfeld" and "Roseanne") in their respective markets.  Cable systems generally
do not compete with local stations for  programming,  although  various national
cable networks have acquired  programs that would have otherwise been offered to
local  television  stations.  Competition also occurs for exclusive news stories
and features.

     Advertising.  The  Stations  compete for  advertising  revenues  with other
television  stations  in  their  respective  markets,  as  well  as  with  other
advertising media, such as newspapers,  radio,  magazines,  outdoor advertising,
transit  advertising,  yellow  page  directories,  direct  mail and local  cable
systems.  Competition for advertising  expenditures in the broadcasting industry
occurs  primarily in  individual  markets.  Generally,  television  broadcasting
stations in one market do not compete with stations in other market areas.

     Management  cannot predict the exact nature of the competition it will face
in any market since competing  stations may change owners,  affiliations  and/or
programming focus at any time.  Benedek  Broadcasting  cannot predict the effect
the changes in  legislation or technology,  discussed  herein,  will have on its
operations. In certain markets,  construction permits for new stations have been
or may be granted.

                                      -20-




<PAGE>



FEDERAL REGULATION OF TELEVISION BROADCASTING

     Existing Regulation. Television broadcasting is subject to the jurisdiction
of the  FCC,  pursuant  to the  Communications  Act of  1934,  as  amended  (the
"Communications  Act").  The  Communications  Act  prohibits  the  operation  of
television  broadcasting  stations  except under a license issued by the FCC and
empowers  the FCC to issue,  renew,  revoke  and modify  broadcasting  licenses,
regulate  the  frequency  and  operating  power of stations,  determine  station
location,  regulate the equipment used by stations,  adopt rules and regulations
to carry out the  provisions  of the  Communications  Act and to impose  certain
penalties  for  violations of the  Communications  Act. The  Communications  Act
prohibits  the  assignment of a license or the transfer of control of a licensee
without prior approval of the FCC.

     License  Grant and Renewal.  Television  broadcasting  licenses are usually
granted or renewed for the maximum  allowable  term of eight years.  The FCC may
revoke a  license  or renew a  license  for a period  shorter  than the  maximum
allowable  term if the FCC  finds  that the  licensee  has  committed  a serious
violation of FCC rules,  has committed  other  violations  which taken  together
would constitute a pattern of abuse, or has otherwise failed to serve the public
interest.  At the  time the  application  is made for  renewal  of a  television
license,  parties in  interest  may file  petitions  to deny  renewal,  and such
parties  as well as  members of the public  may  comment  upon the  service  the
station  has  provided  during  the  preceding  term  and  urge  denial  of  the
application.  Additionally,  if an incumbent  licensee fails to meet the renewal
standard,  and if it does not show other mitigating  factors warranting a lesser
sanction,  the FCC then has the  authority to deny the renewal  application  and
consider a competing application.

     In the vast  majority of cases,  broadcast  licenses are renewed by the FCC
even when the  petitions to deny are filed  against  broadcast  license  renewal
applications.  All of the  Stations  are  presently  operating  under  five-year
licenses  expiring  on  various  dates  from 1997 to 2005.  Currently,  WTOK-TV,
Meridian,  Mississippi,  and WTVY-TV, Dothan, Alabama, have pending applications
for  license  renewal.  Benedek  Broadcasting  is  not  aware  of any  facts  or
circumstances  that might  prevent any of the  Stations  from having its current
license  renewed at the end of its  respective  term or which might  prevent the
license renewal for WTOK-TV or WYTV-TV.

     The  Communications  Act  prohibits  the  assignment  of a  license  or the
transfer of control of a license  without prior  approval of the FCC.  Under the
Communications  Act, no license may be held by a corporation  of which more than
20% of the  capital  stock is owned of  record,  voted or  subject to control by
aliens,  and no  corporation  may hold the capital stock of another  corporation
holding broadcast  licenses if more than 25% of the capital stock of such parent
corporation  is owned of record,  voted or subject to control by aliens,  unless
specific FCC authorization is obtained.

     Multiple Ownership Restrictions.  The FCC has promulgated a number of rules
designed  to limit the  ability of  individuals  and  entities to own or have an
ownership  interest above a certain level (an "attributable  interest,"  defined
more fully below) in broadcast  stations,  as well as other mass media entities.
These rules  include  limits on the number of  television  stations  that may be
owned both on a national  and a local  basis.  On a  national  basis,  FCC rules
generally limit any individual or entity from having  attributable  interests in
television stations with an aggregate audience reach exceeding 35% of all United
States households.

     The FCC also  limits  the  common  ownership  of  broadcast  stations  with
overlapping  service  areas,  combined  local  ownership  of a  newspaper  and a
broadcast  station and combined local ownership of a cable television system and
a broadcast  television station.  FCC rules currently allow an entity to have an
attributable  interest in only one television  station in a market. In approving
the Brissette acquisition, the FCC

                                      -21-




<PAGE>



granted six-month waivers of that rule as it pertains to the transmission signal
overlap of (i) WIFR-TV,  the Benedek Station  serving  Rockford,  Illinois,  and
WMTV-TV,  the Brissette  Station  serving  Madison,  Wisconsin;  (ii) WYTV,  the
Benedek Station serving  Youngstown,  Ohio, and WTRF-TV,  the Brissette  Station
serving Wheeling,  West Virginia and Steubenville,  Ohio; and (iii) WTAP-TV, the
Benedek Station serving Parkersburg,  West Virginia,  and WTRF-TV. These waivers
will  permit  Benedek  Broadcasting  to hold  the  Stations  in  question  for a
six-month  period after closing before divesting one of the two Stations that do
not  comply  with  the  duopoly  rule in each  instance.  The FCC has a  pending
proceeding that may result in the  liberalization  of the duopoly rule to permit
Benedek  Broadcasting  to continue to own all the Stations it currently  owns as
well  as  all  of  those  it  has  received  FCC  consent  to  acquire.  Benedek
Broadcasting  has  requested an extension of its waiver to permit it to continue
to own these Stations pending the Commission's decision on this proceeding.  The
FCC proposed  revised  duopoly rules during the fourth  quarter of 1996,  and it
expected  that,  after  considering  public  comments,  new  rules  will  become
effective  during 1997 or early 1998. As a result of the limited waiver provided
by the FCC, Benedek  Broadcasting has had discussions  concerning  exchanging or
selling  Stations  which would  eliminate the duopoly  overlap.  No agreement or
understanding currently exists with respect to any such sale or exchange.  There
can be no assurance that the FCC will act to liberalize the rule or that it will
do so in time to avoid Benedek  Broadcasting's  being required to divest certain
Stations  in order  to  eliminate  any  signal  overlap.  Expansion  of  Benedek
Broadcasting's  broadcast  operations in particular  areas and  nationwide  will
continue to be subject to the FCC's  ownership rules and any changes the FCC may
adopt.

     Under the FCC's ownership  rules, if a purchaser of Benedek  Broadcasting's
common stock  acquires an  "attributable"  interest in Benedek  Broadcasting,  a
violation of FCC regulations could result if that purchaser owned or acquired an
attributable  interest in other media  properties in a manner  prohibited by the
FCC's rules.  All officers and directors of a licensee,  as well as stockholders
who  own 5% or  more of the  outstanding  voting  stock  of a  licensee  (either
directly  or  indirectly),  will  generally  be deemed  to have an  attributable
interest. For certain institutional  investors who exert no control or influence
over a licensee,  the bench-mark is 10% or more of such outstanding voting stock
before attribution occurs. Under FCC regulations,  debt instruments,  non-voting
stock and  certain  limited  partnership  interests  and  voting  stock  held by
non-majority  stockholders  in  cases  in  which  there  is  a  single  majority
stockholder  are not  generally  subject to  attribution.  Benedek  Broadcasting
currently has a single stockholder.  In the event Benedek Broadcasting no longer
had a single  majority  stockholder,  minority  interests  would be deemed to be
attributable interests.  The FCC has initiated an inquiry into modifying several
of these attribution standards. It is likely that this inquiry will be concluded
in late 1997 or early 1998,  and there can be no assurance that these rules will
be changed.

     To the best of Benedek Broadcasting's  knowledge,  no officer,  director or
stockholder  of Benedek  Broadcasting  holds an  interest  in  another  radio or
television  station,   cable  television  system  or  daily  newspaper  that  is
inconsistent with the FCC's ownership rules and policies.

     Regulation of Broadcast Operations.  Television broadcasters are subject to
FCC  regulation  in  several  other  areas,  including  political  broadcasting,
children's  programming,  obscene and indecent  programming and equal employment
opportunities.

     Candidates for Federal elective office have a right to buy advertising time
on television stations. Stations may also choose, but are not required, to carry
advertising by state or local candidates.  When a station carries advertising by
one candidate (whether Federal,  state or local), the station must afford "equal
opportunity" for advertising by that candidate's opponent(s). During the last 45
days of a primary campaign and the last 60 days of a general election  campaign,
stations may not charge political candidates rates any

                                      -22-




<PAGE>



higher than the rate being  charged to the most  favored  commercial  advertiser
during the same period.  These  requirements can have the effect of reducing the
revenues that a station might otherwise earn during preelection periods.

     Television  stations must serve the educational  and  information  needs of
children  in  their  overall   programming,   and  must  air  some   programming
specifically  designed to serve those needs. The programming  obligation applies
to programs  originally  produced and  broadcast  for an audience of children 16
years of age and younger. Commercial time is limited to 10.5 minutes per hour on
weekends and 12 minutes per hour on weekdays for  programs  originally  produced
and broadcast primarily for an audience of children 12 years of age and younger.

     Television  stations may not air obscene  programming  at any time, and may
not air indecent  programming  during the morning,  afternoon and early evening.
Material is obscene if it appeals to viewers'  prurient  interests  by depicting
sexual  conduct  in a patently  offensive  manner  and lacks  serious  literary,
artistic, political or scientific value. Material is indecent if it describes in
patently offensive terms, sexual or excretory activities or organs.

     Television  stations  must  have an equal  employment  opportunity  ("EEO")
policy that prohibits  discrimination  based on race,  color,  sex,  religion or
national origin, and must establish EEO programs that encourage  recruitment and
hiring of women and  minorities.  The FCC  requires  licensees  to file  regular
employment  reports with the agency,  recruit minority or female  applicants for
vacancies, maintain records documenting the recruitment of women and minorities,
work with local  organizations  to identify  female and minority job candidates,
and examine  their  sources of job  referrals to determine if those  sources are
effective  in providing a station  with female or minority  applicants.  The FCC
recently issued a notice of proposed rulemaking regarding its EEO rules, stating
that it  hoped to make its EEO  rules  less  burdensome  (especially  for  small
stations).

     In all of the  foregoing  areas,  as well as in other  matters  that affect
operations  and  competition in the television  broadcast  industry,  regulatory
policies are subject to change over time and cannot be fully predicted.

     Proposed  Legislation  and  Regulation.  The Congress and the FCC currently
have under  consideration,  and may in the future adopt, new rules,  regulations
and  policies  regarding  a wide  variety of matters  which  could,  directly or
indirectly,  affect the operation and ownership of the Stations.  In addition to
the proposed changes set forth above,  examples of such matters include policies
concerning   eliminating   certain   cross-ownership   restrictions,   political
advertising  and  programming  practices,  flexible use of  broadcast  spectrum,
spectrum use fees, the standards to govern evaluation of television  programming
directed  toward  children and violent and indecent  programming.  Other matters
that  could  affect  Benedek   Broadcasting's   broadcast   properties   include
technological  innovations and developments  generally affecting  competition in
the mass communications  industry,  such as the initiation of DBS, the continued
establishment  of wireless cable systems and low power  television  stations and
the  participation of telephone  companies in the provision of video programming
by wire.

     Implementation  of the Cable Act of 1992.  The  Cable  Television  Consumer
Protection and  Competition Act of 1992 (the "Cable Act") was enacted on October
5,  1992.  The  Cable Act  imposes  cable  rate  regulation,  establishes  cable
ownership  limitations,  regulates the relationships between cable operators and
their program suppliers,  regulates signal carriage and  retransmission  consent
and regulates numerous other aspects of the cable television business.

                                      -23-




<PAGE>



     The signal carriage,  or "must carry,"  provisions of the Cable Act require
cable  operators  to carry the signals of local  commercial  and  non-commercial
television stations and certain low power television  stations.  Systems with 12
or fewer usable activated  channels and more than 300 subscribers must carry the
signals of at least three local commercial  television  stations. A cable system
with  more  than 12  usable  activated  channels,  regardless  of the  number of
subscribers, must carry the signals of all local commercial television stations,
up to one-third of the  aggregate  number of usable  activated  channels of such
system.  The Cable Act also includes a  retransmission  consent  provision  that
requires cable operators and other multi-channel video programming  distributors
to obtain the consent of broadcast  stations  prior to carrying  them in certain
circumstances.  The must carry and retransmission consent provisions are related
in that a  television  station must elect once every three years either to waive
its right to mandatory,  but uncompensated,  carriage or to negotiate a grant of
retransmission consent to permit the cable system to carry the station's signal.

     In April 1993, a three-judge  panel of the United States  District Court of
the  District  of  Columbia  upheld  the  constitutionality  of the  legislative
must-carry provisions. In June 1994, the Supreme Court ruled that the must-carry
provisions were  "consent-neutral" and, thus, not subject to strict scrutiny and
that  Congress's  stated  interests in preserving the benefits of free,  off-air
broadcast television, promoting the widespread dissemination of information from
a  multiplicity  of sources and  promoting  fair  competition  in the market for
television  programming  all qualify as important  governmental  interests.  The
Court,  however,  remanded to the lower federal court with  instructions to hold
further  proceedings  with  respect  to  evidence  that  lack of the  must-carry
requirements  would harm free,  off-air  broadcasting.  In 1995, the lower court
again upheld the  constitutionality  of must-carry  requirements after reviewing
the required  evidence.  The Supreme  Court  recently  agreed to review the case
again in the fall of 1996, and a decision on that case is expected by mid-1997.

     Under  rules  adopted to  implement  these  must  carry and  retransmission
consent provisions, local broadcast stations were required to make their initial
elections of must carry or  retransmission  consent by June 17, 1993,  effective
October 6, 1993.  Stations  that  failed to elect  were  deemed to have  elected
carriage  under the must carry  provisions.  Other  issues  addressed in the FCC
rules  were  market  designations,  the  scope  of  retransmission  consent  and
procedural requirements for implementing the signal carriage provisions.

     In  1993,  Benedek  Broadcasting  elected  and  negotiated   retransmission
consents  with all of the local  cable  systems  which  carry the signals of the
Benedek  Stations.  Benedek  Broadcasting  has entered into  agreements for each
Benedek  Station  with  all of  these  cable  system  operators.  All  of  these
agreements grant such cable system operators to retransmit the Benedek Station's
signal. These retransmission  arrangements do not represent a significant source
of  revenue  for  Benedek  Broadcasting.   The  terms  of  these  retransmission
agreements range from one to five years. In 1993, each of Stauffer and Brissette
also elected and negotiated  retransmission consents with all of the local cable
systems carrying the signals of their respective  Stations and each entered into
agreements for its Stations  similar to the  retransmission  consent  agreements
entered into by Benedek  Broadcasting.  Benedek  Broadcasting  recently  elected
retransmission  consent with those cable systems with which the prior agreements
expired.  The Stations are currently  negotiating  with these operators to enter
into longer term agreements.  Benedek Broadcasting cannot predict the outcome of
these negotiations.  In addition,  although Benedek  Broadcasting  expects to be
able to renew its current retransmission agreements when such agreements expire,
there can be no assurance that such renewals will be obtained.

                                      -24-




<PAGE>



EMPLOYEES

     Benedek  Broadcasting   currently  employs  approximately  1,300  full-time
employees.  Approximately  250 of Benedek  Broadcasting's  employees  located at
WMTV-TV,  WILX-TV,  WHOI-TV, WTRF-TV, KDLH-TV  and WYTV are represented by labor
unions  under  collective  bargaining  agreements.   The  collective  bargaining
agreements  expire  at  various  times  from  1997  through  2000.  There are no
unionized employees at the remaining  Stations.  Benedek  Broadcasting  believes
that its relationship with all of its employees,  including those represented by
labor unions, is satisfactory.

                                      -25-




<PAGE>



ITEM 2.  PROPERTIES.

     Benedek  Broadcasting's  principal  executive offices are located in leased
premises in Rockford, Illinois.

     The types of  properties  required to support each of the Stations  include
offices,  studios and tower and transmitter sites. A station's studio and office
are generally  located in business  districts while tower and transmitter  sites
are generally  located so as to provide  maximum signal coverage to each market.
The  following  table  contains  certain  information   describing  the  general
character of the properties of Benedek Broadcasting.

<TABLE>
<CAPTION>
STATION, MARKET AREA AND USE       OWNED OR LEASED        APPROXIMATE SIZE(a)         HEIGHT/POWER       EXPIRATION OF LEASE
---------------------------------  -------------------- -----------------------  ----------------------- ----------------------
<S>                                <C>                  <C>                      <C>                     <C>
WMTV-TV; Madison, WI
Office and Studio................         Owned             16,485 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned                   (b)              1,040 ft./955 kw               --
WYTV; Youngstown, OH
Office and Studio................         Owned             18,964 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned                   (b)                642 ft./550 kw               --
WWLP-TV; Springfield
  and Holyoke, MA
Office and Studio................         Owned             20,000 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned                   (b)                500 ft./342 kw               --
WILX-TV; Lansing, MI
Office and Studio................         Owned             13,700 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned              5,000 sq. ft.           994 ft./309 kw               --
WHOI-TV; Peoria and
  Bloomington, IL
Office and Studio................         Owned             16,900 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned                   (b)                640 ft./2,240 kw             --
KCOY-TV; Santa Barbara,
  Santa Maria and San Luis
 Obispo, CA
Office and Studio................         Owned             18,000 sq. ft.                 --                     --
Tower/Transmitter Site...........         Leased             1,200 sq. ft.           140 ft./115 kw               (c)
KDLH-TV; Duluth, MN
  and Superior, WI
Office and Studio................         Owned             25,000 sq. ft. (d)             --                     --
Tower/Transmitter Site...........         Owned              1,040 sq. ft.           811 ft./100 kw               --
WIFR-TV; Rockford, IL
Office and Studio................         Owned             13,500 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned                   (b)                674 ft./562 kw               --
WSAW-TV; Wausau and
  Rhinelander, WI
Office and Studio................         Owned             24,400 sq. ft.                 --                     --
Tower/Transmitter Site...........       Leased (e)             432 sq. ft.           650 ft./316 kw             08/01/02
WTRF-TV; Wheeling, WV
  and Steubenville, OH
Office and Studio................         Owned             43,872 sq. ft. (f)             --                     --
Tower/Transmitter Site...........         Owned              2,000 sq. ft.           741 ft./316 kw               --
</TABLE>


                                      -26-




<PAGE>




<TABLE>
<CAPTION>
MARKET AREA, STATION AND USE       OWNED OR LEASED        APPROXIMATE SIZE(a)         HEIGHT/POWER       EXPIRATION OF LEASE
---------------------------------  -------------------- -----------------------  ----------------------- ----------------------
<S>                                <C>                  <C>                      <C>                     <C>
WIBW-TV; Topeka, KS
Office and Studio................         Leased            18,774 sq. ft. (g)             --                   08/31/98
Tower/Transmitter Site...........         Leased             2,338 sq. ft.          1,249 ft./316 kw            02/14/62
KAUZ-TV; Wichita Falls,
 TX and Lawton, OK
Office and Studio................         Owned             13,078 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned                   (b)               1,028 ft./100 kw              --
KMIZ-TV; Columbia and
  Jefferson City, MO
Office and Studio................         Owned              5,993 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned                875 sq. ft.          1,030 ft./1,580 kw            --
KOSA-TV; Odessa and
  Midland, TX
Office and Studio................         Owned             14,222 sq. ft.                 --                     --
Tower/Transmitter Site...........         Leased               930 sq. ft.            726 ft./316 kw            10/31/98
KHQA-TV; Quincy, IL
 and Hannibal, MO
Office and Studio................         Leased            13,120 sq. ft.                 --                   (h)(i)
Tower/Transmitter Site...........         Owned              1,200 sq. ft.            804 ft./269 kw              --
WTVY-TV; Dothan, AL
  and Panama City, FL
Office and Studio................         Leased            20,440 sq. ft.                 --                   12/31/02
Tower/Transmitter Site...........         Owned              2,500 sq. ft.          1,880 ft./100 kw              --
WHSV-TV; Harrisonburg,
  VA
Office and Studio................         Owned              6,720 sq. ft.                 --                     --
Tower/Transmitter Site...........         Leased             2,016 sq. ft.            337 ft./8.32 kw           12/31/01(j)
WBKO-TV; Bowling
  Green, KY
Office and Studio................         Owned             17,598 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned              1,175 sq. ft.            603 ft./316 kw              --
WTOK-TV; Meridian, MS
Office and Studio................         Owned             13,188 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned              1,504 sq. ft.            316 ft./316 kw              --
WTAP-TV; Parkersburg,
  WV
Office and Studio................         Leased            17,500 sq. ft.                 --                   04/30/05(k)
Tower/Transmitter Site...........         Owned              3,600 sq. ft.            439 ft./208 kw              --
KGWN-TV; Cheyenne,
  WY
Office and Studio................         Owned              7,500 sq. ft.                 --                     --
Tower/Transmitter Site...........          (l)               2,646 sq. ft.            620 ft./100 kw              --
KSTF-TV (satellite)
  Scottsbluff, NE
Office and Studio................         Owned              2,400 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned              2,457 sq. ft.            674 ft./240 kw              --
</TABLE>


                                      -27-




<PAGE>




<TABLE>
<CAPTION>
MARKET AREA, STATION AND USE       OWNED OR LEASED        APPROXIMATE SIZE(a)         HEIGHT/POWER       EXPIRATION OF LEASE
---------------------------------  -------------------- -----------------------  ----------------------- ----------------------
<S>                                <C>                  <C>                      <C>                     <C>
KTVS-TV (satellite)
  Sterling, CO
Office and Studio................         Owned              3,750 sq. ft.                 --                     --
Tower/Transmitter Site...........         Owned              2,640 sq. ft.           730 ft./60.6 kw              --
KGWC-TV; Casper and
  Riverton, WY
Office and Studio................         Leased             6,827 sq. ft.                 --                   08/31/97
Tower/Transmitter Site...........         Owned              1,692 sq. ft.            235 ft./60 kw               --
KGWL-TV (satellite)
  Lander, WY
Tower/Transmitter Site...........         Leased              768 sq. ft.             155 ft./30 kw             12/31/07
KGWR-TV (satellite)
  Rock Springs, WY
Tower/Transmitter Site...........         Leased              400 sq. ft.             100 ft./12 kw             05/22/99
</TABLE>

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

(a)  Approximate  size is for building  space only and does not include the land
     on which the facilities are located.
(b)  Tower/Transmitter  Site is located at and  included  within the size of the
     office and studio premises.
(c)  Occupied  on a  month-to-month  basis  pursuant  to  approval of the United
     States Department of Agriculture Forest Service. This
     property  was  previously  occupied  pursuant  to  a  Special  Use  Permit.
     Currently the United States  Department of  Agriculture  Forest  Service is
     revising  certain  provisions of its form of Special Use Permit which would
     otherwise  have  been  reissued  to  Stauffer  in the  ordinary  course  of
     business. Benedek Broadcasting has applied for and anticipates that it will
     be  issued  a  Special  Use  Permit  with  respect  to this  property  upon
     completion  of  the  aforementioned  revisions.  However,  there  can be no
     assurance that such a Special Use Permit will be issued in the future.
(d)  Benedek  Broadcasting  owns a building of  approximately  55,000 sq. ft. in
     which  the  offices  and  studio  of  KDLH-TV  are  located  and  of  which
     approximately 30,000 sq. ft. are leased to third parties.
(e)  Leased  together with TAK  Communications  from the  Wisconsin  Educational
     Board.
(f)  Benedek  Broadcasting  owns a building of  approximately  46,872 sq. ft. in
     which  the  offices  and  studio  of  WTRF-TV  are  located  and  of  which
     approximately 3,000 sq. ft. are leased to a third party.
(g)  Benedek  Broadcasting leases a building of approximately  23,837 sq. ft. in
     which  the  offices  and  studio  of  WIBW-TV  are  located  and  of  which
     approximately  5,063 sq.  ft.  are  subleased  to  Stauffer  which owns and
     operates radio stations WIBW AM and FM.
(h)  Occupied on a month-to-month basis.
(i)  Benedek Broadcasting  purchased land to relocate studio and office in early
     1998.
(j)  Occupied  pursuant  to a Special  Use Permit  granted by the United  States
     Department of Agriculture  Forest Service.
(k)  Benedek  Broadcasting  has an option  to  purchase  the premises on each of
     May 1,  2000  and  2005 for $650,000 and $750,000, respectively.
(l)  This  property is utilized  subject to an easement  granted by the State of
     Wyoming.

                                      -28-




<PAGE>



ITEM 3.  LEGAL PROCEEDINGS.

     Benedek  Broadcasting  currently  and  from  time to time  is  involved  in
litigation  incidental  to the  conduct of its  business.  Benedek  Broadcasting
(including  in its capacity as successor to  Brissette) is not currently a party
to any lawsuit or proceeding which, in the opinion of Benedek  Broadcasting,  is
likely to have a material adverse effect on Benedek Broadcasting.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

                                      -29-




<PAGE>



                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Not applicable.

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA.

     The following selected consolidated financial data for the five years ended
December 31, 1996  represents  the  consolidated  financial  information  of the
Company and are  derived  from the audited  Consolidated  Financial  Statements,
which Consolidated  Financial  Statements for the three years ended December 31,
1996 together with the report of McGladrey & Pullen, LLP, independent  certified
public  accountants,  are included elsewhere in this Annual Report on Form 10-K.
The selected  consolidated  financial information presented below should be read
in conjunction with the Consolidated  Financial Statements included elsewhere in
this Annual  Report on Form 10-K and  "Management's  Discussion  and Analysis of
Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31,
                                                             ---------------------------------------------------------------------
                                                               1992           1993           1994         1995(a)          1996(b)
                                                               ----           ----           ----         -------          -------
                                                                                  (DOLLARS IN THOUSANDS)
<S>                                                        <C>            <C>             <C>            <C>            <C>
STATEMENT OF OPERATIONS DATA:
  Net revenues(c) .......................................    $  36,311      $  38,352      $  44,221      $  50,329      $  96,386
  Operating expenses:
       Station operating expenses .......................       21,511         22,805         24,810         29,049         58,602
       Depreciation and amortization ....................        4,428          3,721          3,403          5,041         20,220
                                                             ---------      ---------      ---------      ---------      ---------
  Station operating income ..............................       10,372         11,826         16,008         16,239         17,564
       Corporate ........................................        1,288          1,249          1,309          1,576          2,695
       Special bonus, officer-stockholder ...............            -          1,400              -              -              -
                                                             ---------      ---------      ---------      ---------      ---------
 Operating income .......................................        9,084          9,177         14,699         14,663         14,869
                                                             ---------      ---------      ---------      ---------      ---------
  Financial expenses, net:
  Interest expense, net(d):
       Cash interest, net ...............................       (6,605)        (8,194)        (7,740)       (14,763)       (22,559)
       Other interest ...................................       (7,774)        (6,161)        (4,905)          (712)        (1,030)
                                                             ---------      ---------      ---------      ---------      ---------
                                                               (14,379)       (14,355)       (12,645)       (15,475)       (23,589)
  Other, net ............................................         (310)           144            (10)          --             --
                                                             ---------      ---------      ---------      ---------      ---------
                                                               (14,689)       (14,211)       (12,655)       (15,475)       (23,589)
                                                             ---------      ---------      ---------      ---------      ---------
  Income (loss) before income tax benefit and
    extraordinary item ..................................       (5,605)        (5,034)         2,044           (812)        (8,720)
  Income tax benefit (e) ................................            -              -              -              -          1,848
                                                             ---------      ---------      ---------      ---------      ---------
  Income (loss) before extraordinary item ...............       (5,605)        (5,034)         2,044           (812)        (6,872)
  Extraordinary item (f) ................................            -              -              -          6,864              -
                                                             ---------      ---------      ---------      ---------      ---------
 Net income (loss) ......................................       (5,605)        (5,034)         2,044          6,052         (6,872)
                                                             =========      =========      =========      =========      =========

STATEMENT OF CASH FLOW DATA:
  Net cash provided by (used in) operating
    activities ..........................................    $   5,255      $   4,926      $  10,493      $   3,251      $  17,842
  Net cash (used in) investing activities ...............         (375)          (864)        (2,507)       (30,972)      (326,632)
  Net cash provided by (used in) financing
    activities ..........................................       (1,427)        (6,951)        (7,037)        32,773        307,212

CERTAIN FINANCIAL DATA:
  Broadcast cash flow (g) ...............................    $  14,728      $  15,546      $  19,627      $  21,310      $  38,865
  Broadcast cash flow margin (h) ........................         40.6%          40.5%          44.4%          42.3%          40.3%
  Adjusted EBITDA (i) ...................................       13,440         14,297         18,318         19,734         36,170
  Adjusted EBITDA margin (j) ............................         37.0%          37.3%          41.4%          39.2%          37.5%
  Amortization of program broadcast rights ..............    $   1,996      $   2,179      $   2,104      $   2,162      $   4,399
  Payment for program broadcast rights ..................        2,068          2,180          1,888          2,132          3,318
  Capital expenditures ..................................        1,458          1,278          1,161          2,008          5,003
</TABLE>


                                      -30-




<PAGE>



<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                                   -------------------------------------------------------------
                                                      1992        1993         1994        1995(a)      1996(b)
                                                      ----        ----          ----       -------     -------
                                                                           (DOLLARS IN THOUSANDS)
<S>                                                <C>          <C>          <C>          <C>          <C>
BALANCE SHEET DATA (END OF PERIOD):
  Total assets ..................................   $  77,049    $  72,818    $  73,621    $ 114,453    $ 491,298
  Working capital (deficit) .....................         (71)       3,684        1,611       13,665        3,698
  Long-term debt (k) ............................     109,439      112,874      107,607      135,767      261,187
  Stockholder's equity (deficit).................     (41,004)     (44,660)     (42,615)     (36,563)     144,473
</TABLE>

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


(a)  On March 31, 1995,  Benedek  Broadcasting  acquired WTVY-TV serving Dothan,
     Alabama and Panama City,  Florida.  The statement of  operations  and other
     data does not include information with respect to WTVY-TV prior to the date
     of acquisition.
(b)  On June 6, 1996,  Benedek  Broadcasting  acquired the Stauffer Stations and
     the Brissette Stations. The statement of operations and other data does not
     include information with respect to the Acquired Stations prior to the date
     of acquisition.
(c)  Net revenues reflect deductions from gross revenues for agency and national
     sales representative commissions.
(d)  Cash  interest  expense,   net  includes  cash  interest  paid  and  normal
     adjustments to accrued  interest.  Other interest  expense includes accrued
     interest with respect to warrants to purchase Benedek Broadcasting's common
     stock,  accrued interest with respect to the contingent equity value of the
     Company  and  long-term  deferred  interest,   accrued  interest  added  to
     long-term  debt  balances,  deferred  loan  amortization  and  accretion of
     discounts.
(e)  Benedek  Broadcasting  has  historically  elected  to  be  taxed  as  an  S
     Corporation  for federal and state income tax  purposes.  Accordingly,  the
     sole stockholder of Benedek  Broadcasting is responsible for the payment of
     income taxes on the Company's  taxable  income.  Net income (loss) does not
     include a pro forma  adjustment for income taxes due to the availability of
     net  operating  loss  carryforwards  and  a  valuation  allowance.  Benedek
     Broadcasting's  election  to  be  taxed  as  an  S  Corporation  terminated
     automatically concurrently with the consummation of the acquisitions of the
     Acquired Stations. Benedek Broadcasting is now subject to federal and state
     income taxes.
(f)  Benedek  Broadcasting   recorded  an  extraordinary  gain  from  the  early
     extinguishment  of debt  comprised  of a gain of $11.1  million  reduced by
     losses of $2.7 million of prepayment  premiums and contingent  payments and
     $1.5 million of unamortized debt discount and deferred loan costs.
(g)  Broadcast cash flow is defined as operating  income before financial income
     as derived from the consolidated statements of operations plus depreciation
     and  amortization,  amortization  of program  broadcast  rights,  corporate
     expenses  and non-cash  compensation  less  payments for program  broadcast
     rights.  Benedek Broadcasting has included broadcast cash flow data because
     such data is used by certain  investors  to measure a company's  ability to
     service  debt.  Broadcast  cash flow does not  purport  to  represent  cash
     provided by operating  activities  as  reflected in Benedek  Broadcasting's
     Consolidated   Financial   Statements,   is  not  a  measure  of  financial
     performance under generally accepted  accounting  principles and should not
     be considered in isolation or as a substitute  for measures of  performance
     prepared in accordance with generally accepted accounting principles.
(h)  Broadcast cash flow margin is defined as broadcast cash flow divided by net
     revenues.
(i)  Adjusted EBITDA is defined as operating  income before  financial income as
     derived from the  consolidated  statements of operations plus  depreciation
     and  amortization,  amortization of program  broadcast  rights and non-cash
     compensation   less  payments  for  program   broadcast   rights.   Benedek
     Broadcasting has included Adjusted EBITDA data because such data is used by
     certain investors to measure a company's ability to service debt.  Adjusted
     EBITDA does not purport to represent cash provided by operating  activities
     as reflected in Benedek  Broadcasting's  Consolidated Financial Statements,
     is  not  a  measure  of  financial  performance  under  generally  accepted
     accounting  principles  and should not be  considered  in isolation or as a
     substitute  for  measures  of  performance   prepared  in  accordance  with
     generally accepted accounting principles.
(j)  Adjusted  EBITDA  margin is  defined  as  Adjusted  EBITDA  divided  by net
     revenues.
(k)  Long-term  debt is defined as notes  payable  and  capital  leases  payable
     (including the current portion thereof), net of discount.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

     The operating  revenues of Benedek  Broadcasting are derived primarily from
the sale of advertising time and, to a lesser extent,  from compensation paid by
the networks for broadcasting  network  programming and barter  transactions for
goods and services.  Revenue  depends on the ability of Benedek  Broadcasting to
provide popular  programming which attracts  audiences in the demographic groups
targeted  by  advertisers,   thereby  allowing  Benedek   Broadcasting  to  sell
advertising time at satisfactory  rates.  Revenue also depends  significantly on
factors  such  as the  national  and  local  economy  and  the  level  of  local
competition.

                                      -31-




<PAGE>



     In 1996,  Benedek  Broadcasting  reported  net  revenues  of $96.4  million
compared to net revenues of $50.3 million in 1995 and $44.2 million in 1994. The
increase  in 1996  net  revenues  was due to the  acquisitions  of the  Acquired
Stations which represented $43.9 million. Benedek Broadcasting had a net loss of
$6.9 million for the year ended  December  31, 1996  compared to a net income of
$6.1 million  (after an  extraordinary  gain of $6.9 million) for the year ended
December  31,  1995.  Adjusted  EBITDA for the year ended  December 31, 1996 was
$36.2 million as compared to $19.7 million for the year ended  December 31, 1995
and $18.3 million for the year ended December 31, 1994.

     Local/regional  advertising and national advertising constitute the largest
categories   of  Benedek   Broadcasting's   operating   revenues  and  represent
approximately  79% of gross  revenues  for the year ended  December  31, 1996 as
compared  to 86% for the year  ended  December  31,  1995.  Although  relatively
constant as a total percentage of gross revenues, the mix of advertising revenue
can vary  depending on the level of  political  advertising  revenue.  Excluding
political  advertising revenue, the percentage of gross revenues attributable to
local/regional  advertising and national  advertising of Benedek Broadcasting in
1994, 1995 and 1996 was 88.8%,  87.4% and 86.6%,  respectively.  The decrease in
1996 was the result of an increase in network  compensation  of $4.0  million or
126.9%,  primarily as a result of the  Acquisitions and represents 7.0% of gross
revenues (excluding political advertising revenues) for 1996 as compared to 5.6%
of gross revenues (excluding political advertising revenues) in 1995.

     Approximately  59% of the gross  revenues of Benedek  Broadcasting  in year
ended December 31, 1996 was generated from local and regional advertising, which
is sold  primarily  by the  Stations'  sales  staff,  and the  remainder  of the
advertising  revenues is comprised primarily of national  advertising,  which is
sold by national sales representatives retained by Benedek Broadcasting. Benedek
Broadcasting  generally  pays  commissions  to  advertising  agencies  on local,
regional and  national  advertising  and to national  sales  representatives  on
national  advertising.  Net revenues reflect  deductions from gross revenues for
commissions payable to advertising agencies and national sales representatives.

     In  December  1995,  Benedek   Broadcasting   entered  into  new  long-term
affiliation  agreements  with CBS  effective  retroactive  to July 1,  1995.  In
connection with such arrangements,  CBS paid Benedek Broadcasting bonus payments
of $2.5  million  in the fourth  quarter  of 1995 and $2.5  million in the first
quarter  of 1996.  These  payments  are being  recognized  as revenue by Benedek
Broadcasting  at the rate of $0.5 million per year over the ten-year term of the
affiliation agreements. In connection with these payments,  Benedek Broadcasting
also agreed  with CBS that,  upon the  consummation  of the  acquisition  of the
Acquired  Stations,  the terms of the  affiliation  agreements  for the Acquired
Stations which are CBS affiliates would be extended through 2005.

     Benedek    Broadcasting's   primary   operating   expenses   are   employee
compensation,   programming  and  depreciation  and  amortization.   Changes  in
compensation  expense result  primarily from adjustments to fixed salaries based
on employee  performance and inflation and, to a lesser extent,  from changes in
sales  commissions  paid based on levels of  advertising  revenues.  Programming
expense   consists   primarily  of  amortization  of  program  rights.   Benedek
Broadcasting  purchases first run and off-network  syndicated  programming on an
ongoing basis and has a policy of closely matching payments for and amortization
of  program  rights  in  each  period.  A  network-affiliated  station  receives
approximately  two-thirds of its required daily  programming from the network at
no cost.  Depreciation  and  amortization  expense has  generally  declined from
period to period as assets  acquired at the time of the acquisition of a station
have been fully depreciated.  However,  for 1996,  depreciation and amortization
increased $15.2 million due to the acquisition of the Acquired Stations.  Barter
expense  generally  offsets barter revenue and reflects the fair market value of
goods  and  services  received.   Benedek   Broadcasting's   operating  expenses
(excluding  depreciation and amortization)  represent approximately 63.5% of net
revenues for 1996 as compared to approximately 60.9% of net revenues for each of
1995 and 1994.

                                      -32-




<PAGE>



     On March 31, 1995, Benedek Broadcasting  acquired for a cash purchase price
of $28.7 million  substantially  all of the assets  (including cash and accounts
receivable) of WTVY-TV (the "Dothan Station") which is the CBS affiliate serving
both Dothan, Alabama and Panama City, Florida.

     On June 6, 1996,  Benedek  Broadcasting  acquired  substantially all of the
broadcast  television  assets (including  working capital of approximately  $1.6
million)  of the  Stauffer  Stations  consisting  of  five  principal  broadcast
television  stations  and four  satellite  broadcast  television  stations for a
purchase  price of $54.5  million.  The principal  stations  acquired by Benedek
Broadcasting were KCOY-TV,  Santa Maria,  California;  WIBW-TV,  Topeka, Kansas;
KMIZ-TV, Columbia,  Missouri;  KGWC-TV, Casper, Wyoming; and KGWN- TV, Cheyenne,
Wyoming. KGWC-TV operates two satellite stations,  KGWL-TV, Lander, Wyoming, and
KGWR-TV,  Rock Springs,  Wyoming,  both of which  rebroadcast the programming of
KGWC-TV.  KGWN-TV  operates  two  satellite  stations,   KSTF-TV,   Scottsbluff,
Nebraska,  and  KTVS-TV,  Sterling,  Colorado,  both of  which  rebroadcast  the
programming of KGWN-TV.  All of the Stauffer  Stations are affiliated  with CBS,
except for KMIZ-TV, Columbia, Missouri, which is affiliated with ABC.

     On June 6, 1996, Benedek Broadcasting  acquired all of the capital stock of
Brissette for $270.0 million in cash and preferred stock. All of the outstanding
indebtedness  of  Brissette  was  paid in full by the  sellers  at the  closing.
Pursuant to the  Brissette  purchase  agreement,  at the closing  Brissette  was
required  to have  working  capital of at least $8.8  million  and any amount in
excess  thereof was to be paid to the sellers.  By acquiring  all of the capital
stock of  Brissette,  Benedek  Broadcasting  acquired  eight  network-affiliated
television  stations  including  WMTV-TV,  the NBC  affiliate  serving  Madison,
Wisconsin;  WWLP-TV,  the  NBC  affiliate  serving  Springfield,  Massachusetts;
WILX-TV, the NBC affiliate serving Lansing, Michigan; WHOI-TV, the ABC affiliate
serving Peoria, Illinois;  WSAW-TV, the CBS affiliate serving Wausau, Wisconsin;
WTRF-TV,  the CBS affiliate  serving  Wheeling,  West Virginia and Steubenville,
Ohio; KAUZ-TV,  the CBS affiliate serving Wichita Falls, Texas; and KOSA-TV, the
CBS affiliate serving Odessa,  Texas. Of the $270.0 million paid for the capital
stock of Brissette,  $225.0  million was paid in cash and $45.0 million was paid
by the issuance of the junior preferred stock of BCC to General Electric Capital
Corporation ("GECC").

     Benedek  Broadcasting has included  Adjusted EBITDA and broadcast cash flow
data  because  such data is used by certain  investors  to  measure a  company's
ability to service debt.  Adjusted  EBITDA is used to pay principal and interest
on  long-term  debt  and to  fund  capital  expenditures.  Adjusted  EBITDA  and
broadcast  cash flow do not purport to  represent  cash  provided  by  operating
activities  as  reflected  in  Benedek  Broadcasting's   Consolidated  Financial
Statements,  is not a measure of financial  performance under generally accepted
accounting  principles  and  should  not  be  considered  in  isolation  or as a
substitute  for measures of  performance  prepared in accordance  with generally
accepted accounting principles.

                                      -33-




<PAGE>



     The following table sets forth certain historical results of the operations
and operating data for the periods indicated.  The table includes the results of
operations of the Acquired Stations only from the closing date of June 6, 1996.

<TABLE>
<CAPTION>
                                                    Years Ended December 31,
                                             ----------------------------------
                                                     (Dollars in Thousands)
                                                 1994         1995         1996
                                             --------     --------     --------
<S>                                          <C>          <C>          <C>
Operating income ........................    $ 14,699     $ 14,662     $ 14,869
  Add:
    Amortization of program
      broadcast rights ..................       2,104        2,162        4,399
    Depreciation and amortization .......       3,403        5,042       20,220
    Corporate Expenses ..................       1,309        1,576        2,695
  Less:
    Payment for program
      broadcast liabilities .............      (1,888)      (2,132)      (3,318)
                                             --------     --------     --------
Broadcast cash flow .....................    $ 19,627     $ 21,310     $ 38,865
                                             ========     ========     ========
</TABLE>

     The following table provides both historical and Same Station  information.
The    Same Station   information   gives    effect   to   the  acquisition   of
the  Dothan  Station  and  the  Acquired   Stations  as  if  such   transactions
were consummated on January 1, 1995. The Same Station  information for the years
ended  December  31, 1995 and 1996 does not purport to  represent  what  Benedek
Broadcasting's  results of operations  would have been if such  transactions had
been  effected at such date and do not purport to project  results of operations
of Benedek Broadcasting in any future period.

<TABLE>
<CAPTION>
                                                    Historical                        Same Station
                                              Year Ended December 31,               Year Ended December 31,
                                       ----------------------------------------------------------------------------
                                                                 %                                             %
                                         1995        1996      Change         1995           1996           Change
                                         ----        ----      ------         ----           ----           ------
                                                               (Dollars in Thousands)
<S>                                <C>           <C>          <C>         <C>             <C>            <C>
Net revenues ......................  $ 50,329     $ 96,386        91.5%     $120,617        $126,165          4.6%
                                     --------     --------     ------       --------        --------      -------
Operating expenses:
  Selling, technical and
    program expenses ..............    21,199       43,759       106.4        51,842          57,332         10.6
  General and administrative ......     7,850       14,843        89.1        19,683          20,239          2.8
  Depreciation and amortization ...     5,041       20,220       301.1        28,146          29,955          6.4
  Corporate .......................     1,576        2,695        71.0         3,200           3,700         15.6
                                     --------     --------     -------      --------        --------      -------
                                       35,666       81,517       128.6       102,871         111,226          8.1
                                     --------     --------     -------      --------        --------      -------
          OPERATING INCOME ........  $ 14,663     $ 14,869         1.4%     $ 17,746        $ 14,939      (16.4)%
                                     ========     ========     =======      ========        ========      =======
Broadcast cash flow ...............  $ 21,310     $ 38,865        82.4%     $ 49,292        $ 49,741         1.0%
Broadcast cash flow margin ........      42.3%        40.3%                     40.9%           39.4%
Adjusted EBITDA ...................  $ 19,734     $ 36,170        83.3%     $ 46,092        $ 46,041       (0.1)%
Adjusted EBITDA margin ............      39.2%        37.5%                     38.2%           36.5%
</TABLE>

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

     Net revenues for the year ended December 31, 1996  increased  $46.1 million
or 91.5% to $96.4  million  from $50.3  million for the year ended  December 31,
1995  primarily as a result of the  acquisition  on June 6, 1996 of the Acquired
Stations which increased net revenue by $43.9 million.  On a Same Station basis,
net revenues for the year ended December 31, 1996 increased $5.5 million or 4.6%
from the year ended  December  31,  1995.  On a Same  Station  basis,  political
advertising  revenue  for the year ended  December  31, 1996  increased  by $8.4
million to $9.8  million.  Gross  revenues  on a Same  Station  basis  excluding
political advertising revenue decreased $1.4 million or 1.0% from the year ended
December 31, 1995.

                                      -34-




<PAGE>



     Net  revenues  during  the year  ended  December  31,  1996 were  adversely
affected  by  an  unexpected  weakness  in  advertising   revenues  for  Benedek
Broadcasting's 12 CBS affiliated  stations and six ABC affiliated stations which
experienced a decline in audience shares  relative to NBC affiliates.  On a Same
Station basis, net revenues of Benedek  Broadcasting's  CBS affiliated  stations
increased  by 0.9% and net  revenues of Benedek  Broadcasting's  ABC  affiliated
stations  increased by 5.2%,  while net revenues of Benedek  Broadcasting's  NBC
affiliated stations increased by 10.4%.

     Operating  expenses for the year ended  December 31, 1996  increased  $45.9
million  or  128.5% to $81.5  million  from  $35.7  million  for the year  ended
December 31, 1995.  Of the increase in  operating  expenses,  $40.4  million was
attributable  to the  acquisition of the Acquired  Stations and $2.8 million was
attributable  to  depreciation  and  amortization  at the nine Stations owned by
Benedek Broadcasting for all of 1996. As a percentage of net revenues, operating
expenses for all of the Stations increased to 84.6% from 70.9% in the year ended
December  31,  1995,  primarily  as a result of an increase of $15.2  million in
depreciation  and  amortization  expense.  On a Same  Station  basis,  operating
expenses  for the year ended  December 31, 1996  increased  $8.4 million or 8.1%
from the year ended  December  1, 1995.  Such  operating  expenses  were  $111.2
million for the year ended  December 31, 1996 as compared to $102.9  million for
the year ended December 31, 1995. The increase was primarily caused by expansion
of  locally-produced news programs and increased depreciation  and amortization.
Operating  expenses  as  a  percentage  of  net revenues on a Same Station basis
increased from 85.3% for the year ended December 31, 1995  to 88.2% for the year
ended December 31, 1996.

     Operating  income for the year  ended  December  31,  1996  increased  $0.2
million or 1.4% to $14.9 million from $14.7 million for the year ended  December
31, 1995.

     Financial  (expenses),  net for the year ended  December 31, 1996 increased
$8.1  million or 52.4% to $23.6  million  from  $15.5  million in the year ended
December 31, 1995, due to Benedek Broadcasting's higher debt level following the
completion of the financing of the purchase  price for the Acquired  Stations in
June 1996.

     Income tax benefit for the year ended  December  31, 1996 was $1.8  million
compared  to none  for the year  ended  December  31,  1995.  Reductions  in the
deferred  tax  liabilities  related  to the  acquisitions  and the  creation  of
deferred tax assets generated the income tax benefit for the year ended December
31, 1996. For the year ended December 31, 1995, Benedek Broadcasting  recognized
no income tax benefit due to its Subchapter S Corporation status.

     Net loss for the year ended  December 31, 1996 was $6.9 million as compared
to a net income of $6.1 million for the year ended  December 31, 1995.  The year
ended  December 31, 1995 included an  extraordinary  gain of $6.9 million on the
early extinguishment of debt.

     Broadcast cash flow for the year ended  December 31, 1996  increased  $17.6
million or 82.4% to $38.9 million from $21.3 million for the year ended December
31, 1995 primarily as a result of the acquisition of the Acquired Stations. As a
percentage of net revenues,  broadcast  cash flow margin  decreased to 40.3% for
the year ended  December  31,  1996 from 42.3% for the year ended  December  31,
1995. On a Same Station  basis,  broadcast cash flow for the year ended December
31, 1996  increased $0.4 million or 1.0% to $49.7 million from $49.3 million for
the year ended  December 31, 1995. As a percentage  of net  revenues,  broadcast
cash flow margin on a Same Station  basis  decreased to 39.4% for the year ended
December 31, 1996 from 40.9% for the year ended December 31, 1995.

                                      -35-




<PAGE>



YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

     The following table (in thousands) sets forth certain historical results of
operations  and operating  data for the years ended  December 31, 1994 and 1995.
The information  does not include the results of operations of the 1996 Acquired
Stations.

<TABLE>
<CAPTION>
                                                      Year Ended December 31,
                                               -----------------------------------
                                                      (Dollars in Thousands)
                                                                              %
                                                 1994         1995          Change
                                                 ----         ----          ------
<S>                                         <C>           <C>             <C>
Net revenues ............................      $44,221       $50,329         13.8%
                                               -----------------------------------
Operating expenses:
  Selling, technical and
    program expenses ....................       17,740        21,199         19.5
  General and administrative ............        7,070         7,850         11.0
  Depreciation and amortization .........        3,403         5,042         48.2
  Corporate .............................        1,309         1,576         20.4
                                               -------       -------       ------
                                                29,522        35,667         20.8
                                               -------       -------       ------
           OPERATING INCOME .............      $14,699       $14,662          0.3%
                                               =======       =======       ======
Broadcast cash flow .....................      $19,627       $21,310          8.6%
Broadcast cash flow margin ..............         44.4%         42.3%
Adjusted EBITDA .........................      $18,318       $19,734          7.7%
Adjusted EBITDA margin ..................         41.4%         39.2%
</TABLE>

     Net revenues for the year ended December 31, 1995 increased $6.1 million or
13.8% to $50.3 million from $44.2 million for the year ended  December 31, 1994.
Of this increase, $5.0 million was attributable to the acquisition in March 1995
of the Dothan Station which serves Dothan, Alabama and Panama City, Florida. For
the eight Benedek  Stations  owned by Benedek  Broadcasting  for all of 1994 and
1995,  net revenues for the year ended  December 31, 1995 increased $1.1 million
or 2.4% from the year ended  December 31, 1994.  Gross revenues for such Benedek
Stations excluding political  advertising revenue increased $2.9 million or 5.6%
from 1994 to 1995. For such Benedek Stations, political advertising revenue  for
the  year  ended  December  31, 1995   decreased  $1.8  million or 66.7% to $0.9
million from $2.7 million for the year ended December 31, 1994.

     Operating  expenses  for the year ended  December 31, 1995  increased  $6.1
million or 20.8% to $35.7 million from $29.5 million for the year ended December
31, 1994. Of the increase in operating  expenses,  $4.4 million was attributable
to the  acquisition  of the Dothan  Station.  As a percentage  of net  revenues,
operating  expenses increased to 70.9% from 66.8% in the year ended December 31,
1994,  primarily as a result of an increase of $1.6 million in depreciation  and
amortization  expense.  For the eight Stations owned by Benedek Broadcasting for
all of 1994 and 1995,  operating  expenses for the year ended  December 31, 1995
increased $1.7 million or 5.9% from the year ended December 31, 1994.  Operating
expenses as a percentage  of net revenues for the years ended  December 31, 1995
and 1994 for such  Stations were 69.0% and 66.8%,  respectively,  primarily as a
result of an increase in depreciation and amortization  from 7.7% to 8.0% of net
revenues  and  an  increase  in  barter   transactions,   primarily  related  to
programming and promotion, from 4.0% to 5.0% of net revenues.

     Operating  income for the years ended  December 31, 1995 and 1994  remained
flat at $14.7 million as a result of the above factors.

                                      -36-




<PAGE>



     Financial  (expenses),  net for the year ended  December 31, 1995 increased
$2.8  million or 22.3% to $15.5  million  from  $12.7  million in the year ended
December 31, 1994 due to Benedek  Broadcasting's higher debt level following the
offering of Benedek  Broadcasting's  11 7/8% Senior  Secured Notes due 2005 (the
"Senior Secured Notes") in March 1995.

     Net income for the year ended  December 31, 1995  increased to $6.1 million
from $2.0 million for the year ended  December 31, 1994 primarily as a result of
a gain of $6.9 million on the early extinguishment of debt. This  gain  resulted
from the refinancing of Benedek Broadcasting's debt from  the  proceeds  of  the
offering of the Senior Secured Notes in March 1995.

     Broadcast  cash flow for the year ended  December 31, 1995  increased  $1.7
million or 8.6% to $21.3 million from $19.6 million for the year ended  December
31, 1994 primarily as a result of the  acquisition of the Dothan  Station.  As a
percentage of net revenues,  broadcast cash flow decreased to 42.3% for the year
ended December 31, 1995 from 44.4% for the year ended December 31, 1994.

LIQUIDITY AND CAPITAL RESOURCES

     Cash Flows from Operating Activities is the primary source of liquidity for
Benedek Broadcasting and were $17.8 million for the year ended December 31, 1996
compared to $3.3 million for the year ended  December 31, 1995.  Cash flows from
operating  activities  included $2.5 million from the bonus payment from CBS and
$2.2 million of  collections  on net accounts  receivable  provided by Stauffer.
Noncash operating expenses,  including depreciation and amortization,  increased
due to the acquisition. Depreciation and amortization caused operating income to
decrease  by $21.2  million  without an effect on cash flow.  For the year ended
December 31, 1995, cash flows from operating  activities primarily resulted from
the  refinancing  of  substantially  all  of  Benedek  Broadcasting's   existing
long-term  debt in March 1995 and the payment of $4.4  million of  deferred  and
contingent interest and $2.7 million of prepayment premiums.  In addition,  cash
used by operations included $6.9 million of noncash gain on early extinguishment
of debt.

     Cash Flows from  Investing  Activities  were $(326.6)  million for the year
ended December 31, 1996 compared to $(31.0)  million for the year ended December
31,  1995.  For the year ended  December  31,  1996,  cash flows from  investing
activities  primarily  resulted  from the  payment  of  $322.1  million  for the
Acquired  Stations.  For the year ended  December 31,  1995,  cash flows used in
investing activities included $26.7 million paid to acquire the Dothan Station.

     Cash Flows from Financing Activities were $307.2 million for the year ended
December  31, 1996  compared to $32.8  million for the year ended  December  31,
1995. For the year ended December 31, 1996, cash flows from financing activities
resulted  from the  proceeds  of  financing  the  acquisitions  of the  Acquired
Stations.  For the year ended  December  31,  1995,  cash  flows from  financing
activities  primarily resulted from the issuance in March 1995 of $135.0 million
of  Benedek   Broadcasting's   Senior   Secured  Notes  to  refinance   existing
indebtedness and finance the acquisition of the Dothan Station,  offset by $96.0
million of principal payments on existing indebtedness.

THE FINANCING PLAN

     Benedek  Broadcasting,  together with the Company,  implemented a financing
plan in order to finance the  acquisitions  of the Acquired  Stations and to pay
fees and expenses related thereto. The financing plan consisted of (i) the offer
and  sale by the Company of the Senior Subordinated Discount Notes (the "Notes")
to  generate  gross  proceeds of $90.2 million,  (ii) the sale by the Company of
units  consisting of Exchangeable Redeemable Senior Preferred Stock and warrants
to  generate  gross  proceeds  of  $60.0  million,  (iii)  Benedek  Broadcasting
borrowing  $128.0  million   pursuant  to the Term Loan Facilities of the Credit
Agreement and (iv) the Company  issuing an  aggregate  of $45.0  million initial
liquidation preference of Seller Junior Discount

                                      -37-




<PAGE>



Preferred  Stock to GECC and Mr. Paul Brissette. Benedek  Broadcasting currently
also has available to it $10.0 million under a revolving  credit  facility under
the Credit Agreement ("the Revolving  Credit  Facility"). At  December 31, 1996,
there were no outstanding borrowings under the Revolving Credit Facility.

     Benedek  Broadcasting  believes  that the  financing  plan  provides  for a
long-term  financing  structure that will allow  management to  concentrate  its
efforts on maximizing results of operations.  Benedek  Broadcasting  anticipates
that the Adjusted EBITDA of Benedek  Broadcasting  will be sufficient to finance
the operating  requirements  of the Stations,  debt service  requirements of the
Company and presently  anticipated capital expenditures until such time that the
debt  matures or requires  payment in full for at least the period  until BCC is
required  to make cash  payments  in  respect  of the  Notes,  the  Exchangeable
Redeemable  Senior  Preferred  Stock and the Seller  Junior  Discount  Preferred
Stock.   Benedek   Broadcasting   anticipates   that  capital   expenditures  of
approximately  $7.8  million  will  be  made in 1997. Such capital  expenditures
will be financed either from cash provided by operations,  borrowings  under the
Revolving Credit Facility or purchase money financing.


     The Notes do not bear interest until May 15, 2001, and the Company will not
be obligated  to pay cash  interest on the Notes until  November  15,  2001.  In
addition,  for all  dividend  payment  dates with  respect  to the  Exchangeable
Redeemable Senior Preferred Stock and interest payment dates with respect to the
Notes through and including  July 1, 2001,  the Company may, at its option,  pay
dividends  by  adding  the  amount  thereof  to the then  effective  liquidation
preference of the Exchangeable Redeemable Senior Preferred Stock or pay interest
on the Notes by issuing  additional  Notes.  For all dividend payment dates with
respect to the Seller Junior Discount  Preferred Stock prior to October 1, 2001,
the Company is required to pay such  dividends  by adding the amount  thereof to
the  then  effective  liquidation  preference  of  the  Seller  Junior  Discount
Preferred  Stock. In order for the Company to meet its debt service  obligations
after May 2001 with respect to the Notes and pay required  dividends  after July
1, 2001 with  respect  to the  Exchangeable  Redeemable Senior Preferred   Stock
and  from  and  after October 1, 2001 with respect to the Seller Junior Discount
Preferred Stock, the  Company will need to substantially increase broadcast cash
flow at  its  stations  or  refinance.  The  Company's debt service obligations,
including scheduled principal amortization, in  the  12 month  period  beginning
May 15, 2001 would be approximately  $58.0  million  (assuming  that  there will
assuming a blended  interest  rate on the  amounts  then  outstanding  under the
Credit Agreement  comparable to the rate the Company is currently  paying).  The
Company's  cash  dividend  payments  during  such  period  on  the  Exchangeable
Redeemable Senior Preferred Stock and the Seller Junior Discount Preferred Stock
would be approximately $27.0 million.

                                      -38-




<PAGE>



     In order to repay the Notes and Benedek Broadcasting's Senior Secured Notes
at maturity,  the Company will need to refinance all or a portion of such notes.
The Company's  ability to refinance the Notes and the Senior  Secured Notes will
depend upon the Company's operating performance,  as well as prevailing economic
and market  conditions,  levels of interest rates,  refinancing  costs and other
factors, many of which are beyond the Company's control.

     The  Company is a holding  company  that will  derive all of its  operating
income and Adjusted EBITDA from its sole subsidiary,  Benedek Broadcasting,  the
common stock of which,  together with all other assets of the Company, have been
pledged to secure the Company's  senior guarantee of all indebtedness of Benedek
Broadcasting outstanding under the Credit Agreement and in respect of the Senior
Secured  Notes.  As  a  holding  company,  the  Company's  ability  to  pay  its
obligations,  including  its  obligation to pay interest on and principal of the
Notes,  whether at  maturity,  upon a change of control  or  otherwise,  will be
dependent primarily upon receiving dividends and other payments or advances from
Benedek  Broadcasting.  Benedek  Broadcasting  is a separate and distinct  legal
entity and has no obligation, contingent or otherwise, to pay any amounts to the
Company or to make funds  available to the Company for debt service or any other
obligation.  Although the Credit Agreement does not limit the ability of Benedek
Broadcasting to pay dividends or make other payments to the Company,  the Senior
Secured Note  Indenture  does contain such  limitations.  However,  after giving
effect to the  implementation  of the financing plan on June 6, 1996  (including
the  contribution  to the  common  equity of  Benedek  Broadcasting  of net cash
proceeds   of    approximately    $188.8   million   from   the   sale   of  the
Notes,     the     Exchangeable      Redeemable     Senior     Preferred   Stock
and the Seller  Junior  Discount  Preferred  Stock),  as of December  31,  1996,
Benedek Broadcasting could have distributed  approximately $188.8 million to the
Company under such limitations.

     The Term Loan Facilities  consist of (i) Series A Facility of $70.0 million
and (ii) Series B Facility of $58.0 million.  The Term Loan  Facilities  provide
for quarterly amortization until final maturity (except in the first year during
which  amortization will be on a semiannual  basis).  The Series A Facility will
mature in June 2001 and the  Series B Facility  will  mature in  December  2002.
Benedek Broadcasting is required to make scheduled  amortization payments on the
Term  Loan  Facilities,  on  an  aggregate  basis  for  Series  A and  Series  B
Facilities,  as follows: during 1997, $8.5 million; during 1998, $12.75 million;
during 1999, $15.25 million;  during 2000,  $21.75 million;  during 2001, $21.25
million; and during 2002, $45.5 million.

     In addition,  Benedek  Broadcasting is required to make  prepayments on the
Term Loan Facilities under certain  circumstances,  including upon certain asset
sales and issuance of debt or equity  securities.  Benedek  Broadcasting is also
required to make  prepayments on the Term Loan  Facilities in an amount equal to
75% of excess cash flow (as defined) so long as Benedek  Broadcasting's ratio of
debt to Adjusted  EBITDA  remains above 6.75 and 50% of such excess cash flow if
such ratio is at or below 6.75.  These mandatory  prepayments will be applied to
prepay, on a pro rata basis, the Series A and Series B Facilities.  The Series A
Facility bears interest, at Benedek Broadcasting's option, at a base rate plus a
spread or at a  Eurodollar  rate  plus a spread.  The  Series B  Facility  bears
interest, at Benedek Broadcasting's option, at a base rate plus a spread or at a
Eurodollar  rate  plus a  spread.  The  margins  above  the  base  rate  and the
Eurodollar rate at which the Term Loan Facilities and Revolving  Credit Facility
will bear interest are subject to  reductions at such times as certain  leverage
ratio performance tests are met.

     Benedek  Broadcasting  entered into an interest  rate cap  agreement  which
matures in May 1998 to reduce the  impact of  changes in  interest  rates on its
floating-rate   long-term  debt.  The  agreement  effectively  entitles  Benedek
Broadcasting  to receive  from a financial  institution  the amount,  if any, by
which the London  Interbank  Offering  Rate (LIBOR)  exceeds 7.36% on a notional
amount  totaling  $125,000,000  subject to an  amortization  schedule.  Although
Benedek Broadcasting is exposed to credit loss in the event of nonperformance by
the  counterparty  on  the  interest  rate  cap,   management  does  not  expect
nonperformance by the counterparty.

     Benedek  Broadcasting  has the  ability,  subject to a  borrowing  base and
compliance with certain covenants and conditions,  to borrow up to an additional
$10.0 million for general  corporate  purposes  pursuant to the Revolving Credit
Facility. The Revolving Credit Facility has a term expiring in 2001 and is fully
revolving until final maturity. The Revolving Credit Facility bears interest, at
Benedek  Broadcasting's  option, at a base rate plus a spread or at a Eurodollar
rate plus a spread.

     The Term Loan  Facilities and the Revolving  Credit Facility are secured by
certain of Benedek  Broadcasting's  present and future property and assets.  The
Term Loan Facilities are also guaranteed by Benedek License Corporation ("BLC"),
a wholly owned subsidiary of Benedek  Broadcasting,  that holds the FCC licenses
and authorizations for the Stations, and is secured by all of the stock of BLC.

     The Term Loan Facilities and the Revolving  Credit Facility contain certain
financial  covenants,  including,  but not limited to, covenants related to cash
interest coverage, fixed charge coverage, bank debt/Adjusted EBITDA ratio, total
debt/Adjusted  EBITDA ratio and minimum Adjusted EBITDA.  In addition,  the Term
Loan Facilities and the Revolving Credit Facility contain other  affirmative and
negative  covenants  relating to (among other things)  liens,  payments on other
debt,   restricted  junior  payments   (excluding   distributions  from  Benedek
Broadcasting  to  the  Company)   transactions  with  affiliates,   mergers  and
acquisitions,  sales of  assets,  guarantees  and  investments.  The  Term  Loan
Facilities and the Revolving Credit Facility contain customary

                                      -39-




<PAGE>



events of default for highly-leveraged financings,  including certain changes in
ownership or control of Benedek Broadcasting or the Company.

     As a result of the lower than expected  increases in net revenues on a Same
Station basis and the increases in operating expenses on a Same Station basis at
certain  of the  Acquired  Stations  during the  second  quarter  prior to their
acquisition  by Benedek  Broadcasting  as described  above,  at September 30 and
December 31, 1996,  Benedek  Broadcasting did not meet certain  financial ratios
contained in the Credit Agreement. The lenders under the Credit Agreement agreed
to waive such  noncompliance.  In connection with each such waiver,  the Company
agreed that for so long as its ratio of debt to  Adjusted  EBITDA (as defined in
the Credit  Agreement)  exceeded  certain levels,  the Term Loan Facilities will
bear interest at varying additional spreads from that originally provided for in
the Credit Agreement.  In connection with the waiver for December 1996,  Benedek
Broadcasting  and its lenders  revised the  financial  covenants  applicable  to
Benedek  Broadcasting  for the period through the first half of 1998 and Benedek
Broadcasting  agreed to reduce the Revolving  Credit Facility from $15.0 million
to $10.0  million  and to  increase  the  percentage  of excess  cash flow to be
applied as prepayments of the Term Loan Facilities from 50% to 75% until Benedek
Broadcasting's ratio of debt to Adjusted EBITDA is at 6.75 or lower.

RECENT DEVELOPMENTS

     In September 1996,  Benedek  Broadcasting  announced that it had reached an
agreement in principle  with The Warner  Bros.  Television  Network to develop a
local cable affiliate called the "WeB" in each of the Company's 20 markets which
rank above 100. The WeB is intended to be a 24 hour, seven day a week television
channel which will broadcast  Warner Bros.  Network prime time  programming,  WB
Kids programming and syndicated  programming of Warner Bros. and others. The WeB
is  scheduled  to begin  service by the fall of 1998 in most  100-plus  markets.
Benedek Broadcasting will be responsible for all local sales efforts for the new
channels in its markets.  Benedek Broadcasting does not anticipate a significant
effect on operations during 1997 nor does it anticipate that significant capital
expenditures  will be required in  connection  with the  development  of its WeB
affiliates.

     During 1996,  Benedek  Broadcasting  made arrangements to acquire low power
television  licenses in Columbia and Jefferson City,  Missouri which is expected
to be completed in the second quarter 1997. Benedek Broadcasting does not expect
material expenditures for the acquisition of these licenses or immediate capital
needs.

SEASONALITY

     Net revenues of Benedek Broadcasting are generally higher during the fourth
quarter of each year, primarily due to increased  expenditures by advertisers in
anticipation of holiday season  consumer  spending and an increase in viewership
during this period,  and, to a lesser extent,  during the second quarter of each
year.

INCOME TAXES

        Historically,  Benedek  Broadcasting  had  elected  to  be  taxed  as  a
Subchapter S Corporation.  Therefore, for the years ended December 31, 1994  and
1995, and for the period January 1, 1996 through June 6, 1996, income taxes were
not  reflected  in  the  consolidated  financial  statements,  but  the  income,
deductions, losses and credits  were  passed  to  Benedek   Broadcasting's  sole
stockholder.   Concurrent   with   the  completion  of  the  financing  for  the
acquisitions  of  the  Acquired  Stations, Benedek Broadcasting's election to be
taxed as a  Subchapter  S Corporation  was  terminated  and Benedek Broadcasting
became  subject  to  federal and state  income  taxes. In conjunction  with  the
acquisition  of  Brissette,  a  deferred  tax  liability  of  $53.3  million was
recognized primarily associated with the variance  between future tax deductions
allowed for depreciation  and amortization of intangibles and the amount of such
depreciation and amortization that will be reflected for book purposes.

   For the year ended  December  31,  1996, a tax  benefit of $1.8  million  was
recognized consisting of a $2.0 million  benefit related to the net reduction of
deferred income tax liabilities and $0.2 million of taxes currently due.

     Under the provisions of the Internal Revenue Code, Benedek Broadcasting has
approximately $9.2 million of actual net operating loss  carryforwards available
to  offset  future tax liabilities of Benedek Broadcasting, that begin to expire
in 2007 through 2011.

                                      -40-




<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     See pages F-1 and S-2.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     Not applicable.

                                      -41-




<PAGE>



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF BENEDEK BROADCASTING

     The  following  table sets forth certain  information  with respect to each
director and executive officer of Benedek Broadcasting:

<TABLE>
<CAPTION>
                   NAME                      AGE           POSITION
                   ----                      ---           --------
<S>                                        <C>    <C>
A. Richard Benedek.........................   57  Chairman, Chief Executive Officer and Director
K. James Yager.............................   61  President and Director
Ronald L. Lindwall.........................   51  Senior Vice President-Finance, Chief Financial
                                                   Officer, Treasurer, Secretary and Director
Terrance F. Hurley.........................   40  Senior Vice President of Benedek Broadcasting
Keith L. Bland.............................   41  Senior Vice President-Planning and Technology of
                                                   Benedek Broadcasting
Mary L. Flodin.............................   41  Vice President and Controller
Jay Kriegel................................   56  Director
Paul S. Goodman............................   42  Director
</TABLE>

     Mr. A.  Richard  Benedek has been  engaged in the  television  broadcasting
industry for over 15 years.  Mr.  Benedek is the  Chairman  and Chief  Executive
Officer of the Company.  Mr. Benedek has served as Chairman and Chief  Executive
Officer of Benedek  Broadcasting  since its formation in January 1979.  From the
formation of Benedek  Broadcasting  until March 1995, Mr. Benedek also served as
President of Benedek Broadcasting.  Additionally, Mr. Benedek has also served as
President and Chief  Executive  Officer of Blue Grass and Youngstown  from their
formation in January 1980, and September 1982,  respectively,  until the Merger.
Prior to his activities in the television broadcasting industry, Mr. Benedek was
a partner in the investment banking firm of Bear, Stearns & Co. Inc.

     Mr. K. James Yager has been engaged in the television broadcasting industry
for over 35 years.  Mr. Yager is the  President  of the  Company.  Mr. Yager has
served as President of Benedek Broadcasting since March 1995. From 1987 until he
became  President,  Mr.  Yager  served as  Executive  Vice  President of Benedek
Broadcasting.  Mr. Yager has also served as Vice President of each of Blue Grass
and Youngstown from 1990 to 1993, respectively,  until the Merger. Mr. Yager was
employed  by Cosmos  Broadcasting  from 1960 until  1980,  including  as general
manager of its television stations in Columbia,  South Carolina and New Orleans,
Louisiana.  From 1980 until 1986,  Mr. Yager was  Executive  Vice  President and
Chief  Operating  Officer  of  Spartan  Radiocasting,  which  then  owned  three
television stations and four radio stations.

     Mr.  Ronald  L.  Lindwall  is  the  Senior  Vice  President-Finance,  Chief
Financial Officer, Secretary and Treasurer of the Company. Mr. Lindwall has also
held the same  positions  at Benedek  Broadcasting  since March 1995.  From 1990
until March 1995, Mr. Lindwall served as Senior Vice President,  Chief Financial
Officer and Treasurer of Benedek  Broadcasting.  Mr. Lindwall has also served as
Senior Vice  President,  Chief  Financial  Officer and Treasurer of each of Blue
Grass and Youngstown from 1990 until the Merger. From 1982 to 1990, Mr. Lindwall
was a partner at the accounting firm of McGladrey & Pullen.

     Mr.  Terrance F. Hurley was recently  promoted to Senior Vice  President of
Benedek Broadcasting in anticipation of the completion of the Acquisitions. From
December 1995 until his promotion,  Mr. Hurley served as Vice  President/General
Manager of KDLH-TV serving Duluth, Minnesota and Superior, Wisconsin. Mr. Hurley
also served as General  Manager of KDLH-TV from October 1994 until December 1995
and General  Sales  Manager of KHQA-TV  serving  Quincy,  Illinois and Hannibal,
Missouri from May 1993 until December 1995. From 1991 until May 1993, Mr. Hurley
was  employed by Dix  Communications  as the General  Sales  Manager of KAAL-TV,
serving Austin, Minnesota.

                                      -42-




<PAGE>



     Mr. Keith L. Bland has been engaged in the television broadcasting industry
for  over  22  years.  Mr.  Bland  has  served  as Vice  President-Planning  and
Technology of Benedek  Broadcasting  since  January 1996.  From March 1995 until
January 1996, Mr. Bland served as Vice President and General  Manager of WTAP-TV
serving Parkersburg,  West Virginia. Mr. Bland also served as General Manager of
WTAP-TV  from January 1990 until March 1995,  General  Sales  Manager of WIFR-TV
serving   Rockford,   Illinois  from  September  1989  until  January  1990  and
Local/Regional Sales Manager of WIFR-TV from July 1987 until September 1989.

     Ms. Mary L. Flodin is the Vice President and Controller of the Company. Ms.
Flodin has also held the same positions at Benedek Broadcasting since 1990. From
1988 to 1990,  Ms.  Flodin served as  Controller  of Benedek  Broadcasting.  Ms.
Flodin has also served as Vice  President  and  Controller of each of Blue Grass
and Youngstown from 1990 until the Merger.  From 1983 to 1988, Ms. Flodin served
in various financial capacities as Vice President of AMCORE Financial, Inc.

     Mr. Jay L. Kriegel has been engaged in the communications industry for over
20 years.  Since March 1994,  Mr.  Kriegel has been a counselor  with the public
relations firm of Abernathy  MacGregor  Scanlon.  From 1988 to 1994, Mr. Kriegel
was Senior Vice  President of CBS Inc.  Mr.  Kriegel has served as a Director of
the Company since May 1994 and as a Director of Benedek  Broadcasting  since its
inception.

     Mr. Paul S.  Goodman  has been  corporate  counsel to Benedek  Broadcasting
since 1983.  Since April 1993,  Mr. Goodman has been a member of the law firm of
Shack & Siegel,  P.C. From January 1990 to April 1993,  Mr. Goodman was a member
of the law firm of Whitman & Ransom. Mr. Goodman has served as a Director of the
Company since November 1994 and as a Director of Benedek  Broadcasting since its
inception.

     In addition to the foregoing  persons,  Benedek  Broadcasting  has recently
added two senior executives to its corporate staff.

     Mr.  Raymond J.  Schonbak was hired  effective  April 1, 1997 to serve as a
Senior Vice President of Benedek Broadcasting.  Mr. Schonbak was the founder and
President of US Broadcast  Group of Shelton,  Connecticut  from 1995 to 1997. He
served as the CEO of Triad Communications of San Francisco, California from 1991
to 1995. Before that, he held a variety of management positions in the broadcast
field beginning in 1970.

     Mr.  Raymond P.  Maselli was  promoted to Senior Vice  President of Benedek
Broadcasting   effective   March  1997.   Mr.  Maselli  has  been  with  Benedek
Broadcasting  as Vice  President,  General  Manager of WYTV in Youngstown,  Ohio
since  1989.  He was the Vice  President  of Sales  and  Programming  for WGR of
Buffalo, New York from 1983 to 1989. He started his broadcast career in 1965.

     All  directors  hold office  until their  successors  are duly  elected and
qualify.  Executive officers of Benedek  Broadcasting are appointed by the Board
of  Directors  and  serve  at  the  Board's  discretion.  Directors  of  Benedek
Broadcasting  received  no  cash  compensation  for  such  services  to  Benedek
Broadcasting  during  1994.  In 1995 and 1996,  Benedek  Broadcasting  paid each
director who is not an employee of Benedek  Broadcasting  $2,500 per quarter and
$500 per Board  meeting for his services as a director.  No family  relationship
exists   between  any  of  the  executive   officers  or  directors  of  Benedek
Broadcasting.

                                      -43-




<PAGE>



ITEM 11. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION.

     The  following  table  sets  forth  certain   information   concerning  the
compensation  paid to Benedek  Broadcasting's  Chief  Executive  Officer and the
other four most  highly-compensated  executives  during the fiscal  years  ended
December  31, 1996,  December  31, 1995 and  December 31, 1994.  The amounts set
forth  in the  following  table  for 1994  include  amounts  paid to the  listed
executive  officers by Benedek Group,  Inc. which was owned by Messrs.  Benedek,
Yager and Lindwall and which  provided  management  and  accounting  services to
Benedek Broadcasting during part of 1994.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                       ANNUAL COMPENSATION
                                                                    ------------------------
                                                                                                           ALL
                                                                                                          OTHER
             NAME AND PRINCIPAL POSITION                YEAR        SALARY($)       BONUS($)       COMPENSATION($)(a)
             ---------------------------                ----        ---------       --------       ------------------
<S>                                                   <C>         <C>              <C>             <C>
A. Richard Benedek, Chairman and                        1996        525,000             --                   --
  Chief Executive Officer                               1995        475,000             --                   --
                                                        1994        450,000             --                   --

K. James Yager, President                               1996        406,586             --                2,293
                                                        1995        344,950             --                2,300
                                                        1994        307,550             --                2,700

Ronald L. Lindwall, Senior Vice President-              1996        150,000         25,000                2,293
  Finance, Chief Financial Officer, Secretary           1995        107,652         55,000                2,310
  and Treasurer                                         1994        109,808         10,000                1,859

Terrance F. Hurley, Senior Vice President               1996        141,114         25,000                1,498

Douglas E. Gealy, Executive Vice President (b)          1996        161,867             --                   --
</TABLE>

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

(a)  Represents  the amount of  Benedek  Broadcasting's  contribution  under its
     401(k) plan.
(b)  Mr. Gealy is no longer employed by Benedek Broadcasting.

     The following  table sets forth the value, at December 31, 1996, of options
to purchase  common stock of the Company  held by the  President of the Company,
all of which are exercisable. No other executive officer holds any options.

                                            FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                             Number of Securities                           Value of Unexercised
                                        Underlying Unexercised Options                     In-the-Money Options at
                                              at Fiscal Year End                               Fiscal Year-End
                                  ------------------------------------------      -----------------------------------------
              Name                     Exercisable          Unexercisable              Exercisable         Unexercisable
              ----                     -----------          -------------              -----------         -------------
<S>                                    <C>                 <C>                       <C>                  <C>
K. James Yager..................           370,000               --                    $ 1,842,000(a)            --
</TABLE>

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

(a)  The value of the options at  December  31, 1996 is based upon a multiple of
     Adjusted  EBITDA.   The  Company  believes  this  method  of  valuation  is
     reasonable  because there is no public market for the shares underlying the
     options and Adjusted  EBITDA best  represents the  underlying  value of the
     Company.  The multiple chosen by the Company is based on existing broadcast
     market conditions.  All of Mr. Yager's options are immediately exercisable.
     The foregoing options, in the aggregate,  will entitle Mr. Yager to acquire
     shares  representing  5% of the  outstanding  common  stock of the Company,
     after  giving  effect to the  issuance  thereof  but prior to any  dilution
     resulting from the exercise of any of the Company's outstanding warrants.

                                      -44-




<PAGE>



EMPLOYMENT AGREEMENTS

     Mr. Benedek is employed by Benedek  Broadcasting  pursuant to an employment
agreement  that  expires May 31,  2000.  During the term of the  agreement,  Mr.
Benedek  is to be paid at a rate  per  annum  of not  less  than  $525,000.  The
employment  agreement  requires Mr. Benedek to devote  substantially  all of his
business time to the business of Benedek  Broadcasting and precludes Mr. Benedek
from   engaging  in  activities   competitive   with  the  business  of  Benedek
Broadcasting throughout the term of the employment agreement.

     Mr.  Yager is employed by Benedek  Broadcasting  pursuant to an  employment
agreement that expires May 31, 2000. During the term of the agreement, Mr. Yager
is to be paid at a rate per  annum of not less  than  $400,000.  The  employment
agreement  requires Mr. Yager to devote his full time to the business of Benedek
Broadcasting  and precludes  Mr. Yager from  engaging in activities  competitive
with the business of Benedek Broadcasting  throughout the term of the employment
agreement.

     Mr. Lindwall is employed by Benedek Broadcasting  pursuant to an employment
agreement  that  expires May 31,  1999.  During the term of the  agreement,  Mr.
Lindwall  is to be paid at a rate  per  annum  of not less  than  $150,000.  The
employment  agreement  requires  Mr.  Lindwall  to  devote  his full time to the
business of Benedek Broadcasting.

     Mr.  Hurley is employed by Benedek  Broadcasting  pursuant to an employment
agreement  that  expires May 31,  1999.  During the term of the  agreement,  Mr.
Hurley  is to be paid  at a rate  per  annum  of not  less  than  $150,000.  The
employment agreement requires Mr. Hurley to devote his full time to the business
of Benedek  Broadcasting  and  precludes  Mr. Hurley from engaging in activities
competitive with the business of Benedek Broadcasting throughout the term of the
employment  agreement  and for a period of one year  thereafter  with respect to
designated  market  areas then served by a television  station  owned by Benedek
Broadcasting.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Messrs.  Benedek, Yager and Lindwall, all of whom are executive officers of
Benedek  Broadcasting,  serve as Directors of Benedek  Broadcasting.  Presently,
Benedek  Broadcasting does not have a compensation  committee.  Compensation for
executive  officers  is  recommended  to the  Board of  Directors  by the  Chief
Executive  Officer.  In  making  his  compensation  recommendations,  the  Chief
Executive Officer considers several criteria,  including Benedek  Broadcasting's
performance and growth,  industry standards for similarly situated companies and
experience and qualitative performance of such executive officers.

     In March 1995,  in connection  with the  formation of the LLC, Mr.  Benedek
acquired a 1% membership interest in LLC in exchange for a non-interest  bearing
promissory  note in the principal  amount of $581,200.  Mr. Benedek entered into
this transaction as an accommodation to Benedek Broadcasting in conjunction with
its issuance of the Senior Secured Notes. In connection  with the  Transactions,
the LLC was merged into BLC, and Mr.  Benedek was issued one share of BLC common
stock in exchange  for his 1% interest in the LLC,  which share was  redeemed in
exchange for cancellation of the promissory note.

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

     Mr.  Benedek  owns  7,030,000  shares  of  Class  B stock  of the  Company,
representing all of its outstanding common stock.

     Mr. Yager holds options to purchase  370,000 shares of Class B common stock
of the Company for an aggregate  purchase price of  approximately  $1.2 million.
All of Mr. Yager's options are immediately exercisable.

                                      -45-




<PAGE>



ITEM 13.    CERTAIN RELATIONSHIPS AND
            RELATED TRANSACTIONS.

     Paul S.  Goodman,  a member of the law firm of Shack & Siegel,  P.C.,  is a
director  of Benedek  Broadcasting.  During the fiscal year ended  December  31,
1996, Benedek  Broadcasting paid approximately  $1,062,000 for legal services to
Shack & Siegel, P.C.

                                      -46-




<PAGE>



                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

     (a)(1) Consolidated  Financial  Statements of Benedek  Broadcasting and the
Subsidiary Guarantor Registrant.

<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                         <C>
Benedek Broadcasting Corporation
  and Subsidiary
    Independent Auditor's Report...........................................................   F-2
    Consolidated Balance Sheets as of December 31, 1995 and 1996...........................   F-3
    Consolidated Statements of Operations for the Three Years Ended
      December 31, 1996....................................................................   F-4
    Consolidated Statements of Stockholder's Equity (Deficit) for the Years Ended
      December 31, 1994, 1995 and 1996.....................................................   F-5
    Consolidated Statements of Cash Flows for the Three Years Ended
      December 31, 1996....................................................................   F-6
    Notes to Consolidated Financial Statements.............................................   F-8

Benedek License Corporation
  Independent Auditor's Report.............................................................   F-22
  Balance Sheets as of December 31, 1995 and 1996..........................................   F-23
  Statements of Operations for the Period February 28, 1995 through
    December 31, 1995 and for the Year Ended December 31, 1996.............................   F-24
  Statement of Stockholders' Equity for the Period February 28, 1995 through
    December 31, 1995 and for the Year Ended December 31, 1996.............................   F-25
  Statements of Cash Flows for the Period February 28, 1995 through
    December 31, 1995 and for the Year Ended December 31, 1996.............................   F-26
 Notes to Financial Statements.............................................................   F-27

  (a)(2) Schedule II.......................................................................   S-2
</TABLE>


     All  other  schedules  for  which  provision  is  made  in  the  applicable
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.

                                      -47-




<PAGE>



(a)(3)   Exhibits.
  3.1   --Certificate  of   Incorporation   of  the   Registrant,   as  amended,
          incorporated   by  reference  to  Exhibit  3.1  to  the   Registrant's
          Registration Statement on Form S-1, File No. 33-91412,  filed on April
          20, 1995 (the "S-1 Registration Statement").
  3.2   --By-Laws of the  Registrant,  as amended,  incorporated by reference to
          Exhibit  3.2  to  the  S-1  Registration  Statement,  incorporated  by
          reference to Exhibit 3.3 to the Registrant's  Quarterly Report on Form
          10-Q for the quarter  ended June 30, 1996 (the  "Second  Quarter  1996
          10-Q").
  3.3   --Certificate  of   Incorporation   of  Benedek   License   Corporation,
          incorporated  by reference  to Exhibit 3.3 to the Second  Quarter 1996
          10-Q.
  3.4   --By-Laws of Benedek License  Corporation,  incorporated by reference to
          Exhibit 3.4 to the Second Quarter 1996 10-Q.
  4.1   --Indenture  dated as of March 1, 1995  between the  Registrant  and The
          Bank of New York,  relating to the 11-7/8%  Senior  Secured  Notes due
          2005, incorporated by reference to Exhibit 4.1 to the S-1 Registration
          Statement.
  4.2   --Form of 11-7/8%  Senior Secured Note due 2005 (included in Exhibit 4.1
          hereof),   incorporated  by  reference  to  Exhibit  4.2  to  the  S-1
          Registration Statement.
  4.3   --First  Supplemental  Indenture  dated  as of June 6,  1996  among  the
          Registrant,  Benedek  License  Corporation  and The Bank of New  York,
          incorporated  by reference  to Exhibit 4.3 to the Second  Quarter 1996
          10-Q.
10.1    --Credit  Agreement  dated  as of June 6,  1996  among  the  Registrant,
          Benedek Communications Corporation,  the Lenders listed therein, Pearl
          Street  L.P.,  Goldman,  Sachs & Co.  and  Canadian  Imperial  Bank of
          Commerce,  New York Agency,  incorporated by reference to Exhibit 10.1
          to the Second Quarter 1996 10-Q.
10.2    --Guaranty  dated as of June 6, 1996 by Benedek  License  Corporation in
          favor  of  Canadian  Imperial  Bank  of  Commerce,  New  York  Agency,
          incorporated  by reference to Exhibit 10.2 to the Second  Quarter 1996
          10-Q.
10.3    --Acquired  Assets  Security  Agreement dated as of June 6, 1996 between
          the  Registrant  and  Canadian  Imperial  Bank of  Commerce,  New York
          Agency,  incorporated  by  reference  to  Exhibit  10.3 to the  Second
          Quarter 1996 10-Q.
10.4    --Tangible  Assets  Security  Agreement dated as of June 6, 1996 between
          the   Registrant   and  Canadian   Imperial  Bank,  New  York  Agency,
          incorporated  by reference to Exhibit 10.4 to the Second  Quarter 1996
          10-Q.
10.5    --Accounts  receivable Security Agreement dated as of June 6, 1996 among
          the  Registrant  and  Canadian  Imperial  Bank of  Commerce,  New York
          Agency,  incorporated  by  reference  to  Exhibit  10.5 to the  Second
          Quarter 1996 10-Q.
10.6    --Merger  Agreement  dated as of June 6, 1996 between the Registrant and
          each of Brissette Broadcasting  Corporation,  Brissette TV of Lansing,
          Inc.,  Brissette TV of Madison,  Inc.,  Brissette TV of Odessa,  Inc.,
          Brissette TV of Wichita  Falls,  Inc.,  Brissette  TV of  Springfield,
          Inc., Brissette TV of Wausau, Inc., Brissette TV of Wheeling, Inc. and
          Brissette  TV of Peoria,  Inc.,  incorporated  by reference to Exhibit
          10.6 to the Second Quarter 1996 10-Q.
10.7    --Employment  Agreement dated as of June 6, 1996 between  Registrant and
          A. Richard  Benedek,  incorporated by reference to Exhibit 10.7 to the
          Second Quarter 1996 10-Q.
10.8    --Employment  Agreement dated as of June 6, 1996 between  Registrant and
          K. James  Yager,  incorporated  by  reference  to Exhibit  10.8 to the
          Second Quarter 1996 10-Q.
10.9    --Employment  Agreement dated as of June 6, 1996 between  Registrant and
          Ronald L. Lindwall,  incorporated by reference to Exhibit 10.10 to the
          Second Quarter 1996 10-Q.
10.10   --Employment  Agreement dated as of June 6, 1996 between  Registrant and
          Terrance F. Hurley,  incorporated by reference to Exhibit 10.11 to the
          Second Quarter 1996 10-Q.

                                      -48-




<PAGE>



10.11   --Limited  Waiver and First  Amendment to Credit  Agreement  dated as of
          October  31,  1996  among  the  Registrant,   Benedek   Communications
          Corporation,  Goldman Sachs Credit  Partners  L.P., the lenders listed
          therein and Canadian  Imperial Bank of Commerce,  New York Agency,  as
          Administrative  Agent,  incorporated  by reference to Exhibit 10.12 to
          the Registrant's Quarterly Report  on Form 10-Q for the  quarter ended
          September 30, 1996.
*10.12  --Limited Waiver and Second  Amendment to Credit  Agreement  dated as of
          February  28,  1997  among  the  Registrant,   Benedek  Communications
          Corporation,  Goldman Sachs Credit  Partners  L.P., the lenders listed
          therein and Canadian  Imperial Bank of Commerce,  New York Agency,  as
          Administrative Agent.
*10.13  --Option   Agreement   dated   as  of   June  6,  1996   between Benedek
          Communications Corporation and K. James Yager.
*21     --Subsidiaries of the Company.
*23.1   --Consent of McGladrey & Pullen, LLP with respect to the Company.
*23.2   --Consent of  McGladrey & Pullen,  LLP with  respect to Benedek  License
          Corporation.
*27     --Financial Data Scheduled pursuant to Article 5 of Regulation S-X.

--------------
*Filed herewith

      (b)  Reports on Form 8-K.

         None.


                                      -49-




<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                   BENEDEK BROADCASTING CORPORATION

                                   (REGISTRANT)

                                   By:     /s/ A. RICHARD BENEDEK
                                       ........................................
                                                A. Richard Benedek
                                       Chairman and Chief Executive Officer

                                                 DATE: March 27, 1997

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  this report has been signed by the following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                             CAPACITY IN WHICH SIGNED               DATE
               ---------                             ------------------------               ----
<S>                                   <C>                                          <C>
        /s/ A. RICHARD BENEDEK          Chairman and Chief Executive Officer           March 27, 1997
 .......................................  (Principal Executive Officer) and
          A. Richard Benedek             Director

          /s/ K. JAMES YAGER            President and Director                         March 27, 1997
 .......................................
            K. James Yager

        /s/ RONALD L. LINDWALL          Senior Vice President-Finance, Chief           March 27, 1997
 .......................................  Financial Officer, Secretary and
          Ronald L. Lindwall             Treasurer (Principal Financial and
                                         Accounting Officer) and Director

            /s/ JAY KRIEGEL             Director                                       March 27, 1997
 .......................................
              Jay Kriegel

          /s/ PAUL S. GOODMAN           Director                                       March 27, 1997
 .......................................
            Paul S. Goodman

</TABLE>

                                      -50-




<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                  BENEDEK LICENSE CORPORATION
                                 (SUBSIDIARY GUARANTOR REGISTRANT)

                                  By:  /s/ RONALD L. LINDWALL
                                     ..........................................
                                                 Ronald L. Lindwall
                                              Senior Vice President, Chief
                                     Financial Officer, Secretary and Treasurer

                                                  DATE:  March 27, 1997

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  this report has been signed by the following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                         CAPACITY IN WHICH SIGNED                   DATE
               ---------                         ------------------------                   ----
<S>                                   <C>                                             <C>
        /s/ A. RICHARD BENEDEK          Chairman and Chief Executive Officer             March 27, 1997
 .......................................  (Principal Executive Officer) and
          A. Richard Benedek             Director of Benedek License  Corporation


          /s/ K. JAMES YAGER            President and Director of Benedek  License       March 27, 1997
 ....................................... Corporation
            K. James Yager

        /s/ RONALD L. LINDWALL          Senior Vice President, Chief Financial           March 27, 1997
 .......................................  Officer, Secretary and Treasurer
         Ronald L. Lindwall              (Principal Financial and Principal
                                         Accounting Officer) and Director of
                                         Benedek License Corporation

          /s/ PAUL S. GOODMAN           Director of Benedek License  Corporation         March 27, 1997
 .......................................
            Paul S. Goodman
</TABLE>

                                      -51-




<PAGE>



                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                            PAGE
                                                                                            ----
<S>                                                                                      <C>
Benedek Broadcasting Corporation
  and Subsidiary
    Independent Auditor's Report..........................................................  F-2
    Consolidated Balance Sheets as of December 31, 1995 and 1996..........................  F-3
    Consolidated Statements of Operations for the Three Years Ended
      December 31, 1996...................................................................  F-4
    Consolidated Statements of Stockholder's Equity (Deficit) for the Years Ended
      December 31, 1994, 1995 and 1996....................................................  F-5
    Consolidated Statements of Cash Flows for the Three Years Ended
      December 31, 1996...................................................................  F-6
    Notes to Consolidated Financial Statements............................................  F-8

Benedek License Corporation
    Independent Auditor's Report..........................................................  F-22
    Balance Sheets as of December 31, 1995 and 1996.......................................  F-23
    Statements of Operations for the Period February 28, 1995 through
      December 31, 1995 and for the Year Ended December 31, 1996..........................  F-24
    Statements of Stockholder's Equity for the Period February 28, 1995 through
      December 31, 1995 and for the Year Ended December 31, 1996..........................  F-25
    Statements of Cash Flows for the Period February 28, 1995 through
      December 31, 1995 and for the Year Ended December 31, 1996..........................  F-26
    Notes to Financial Statements.........................................................  F-27
</TABLE>

                                       F-1




<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Benedek Broadcasting Corporation And Subsidiary
Rockford, Illinois

     We have audited the  accompanying  consolidated  balance  sheets of Benedek
Broadcasting Corporation and subsidiary as of December 31, 1995 and 1996 and the
related consolidated  statements of operations,  stockholder's equity (deficit),
and cash flows for the years  ended  December  31,  1994,  1995 and 1996.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present  fairly,  in all material  respects,  the financial  position of Benedek
Broadcasting Corporation and subsidiary as of December 31, 1995 and 1996 and the
results of their  operations  and their cash flows for the years ended  December
31, 1994,  1995 and 1996,  in  conformity  with  generally  accepted  accounting
principles.

                                             /s/ McGLADREY & PULLEN, LLP

Rockford, Illinois
February 28, 1997

                                       F-2




<PAGE>



                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                           December 31,         December 31,
                              ASSETS (Note F)                                                  1995                1996
                                                                                               ----                ----
<S>                                                                                         <C>              <C>
Current Assets
   Cash and cash equivalents ............................................................   $   9,668,331    $   8,090,583
   Receivables
      Trade, less allowance for doubtful accounts of $249,023
          and $483,519 for 1995 and 1996, respectively ..................................       9,918,633       23,744,311
      Due from Network ..................................................................       2,500,000                -
      Due from Seller ...................................................................               -          474,011
      Other .............................................................................         111,063          386,163
   Current portion of program broadcast rights ..........................................       1,575,325        4,427,832
   Prepaid expenses .....................................................................         576,697        1,453,007
   Deferred income taxes ................................................................               -        1,333,000
                                                                                            -------------    -------------
         TOTAL CURRENT ASSETS ...........................................................      24,350,049       39,908,907
                                                                                            -------------    -------------
Property and Equipment (Note D) .........................................................      20,035,715       84,021,301
                                                                                            -------------    -------------
Intangible Assets (Note E) ..............................................................      60,420,617      354,622,296
                                                                                            -------------    -------------
Other Assets
   Program broadcast rights, less current portion (Note G) ..............................         687,320        2,298,365
   Deposit on acquisition ...............................................................       3,000,000                -
   Acquisition costs ....................................................................         225,359                -
   Deferred loan costs ..................................................................       5,625,261        9,667,095
   Land held for sale ...................................................................         109,000          109,000
   Other ................................................................................               -          670,605
                                                                                            -------------    -------------
                                                                                                9,646,940       12,745,065
                                                                                            -------------    -------------
                                                                                            $ 114,453,321    $ 491,297,569
                                                                                            =============    =============
              LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current Liabilities
   Current maturities of notes payable ...................................................   $     318,077    $  14,015,273
   Current maturities of program broadcast rights payable ................................       2,042,643        6,119,953
   Accounts payable and accrued expenses (Note H) ........................................       7,824,296       15,368,581
   Deferred revenue ......................................................................         500,000          707,347
                                                                                             -------------    -------------
         TOTAL CURRENT LIABILITIES .......................................................      10,685,016       36,211,154
                                                                                             -------------    -------------

Long-Term Obligations
   Notes payable (Note F) ................................................................     135,448,948      247,171,289
   Program broadcast rights payable (Note G) .............................................         632,444        1,592,400
   Deferred revenue ......................................................................       4,250,000        4,435,166
   Deferred income taxes .................................................................               -       57,415,000
                                                                                             -------------    -------------
                                                                                               140,331,392      310,613,855
                                                                                             -------------    -------------
Commitments (Note G, I)

Stockholder's Equity (Deficit)
   Common stock, no par, authorized 200 shares; issued 179.09 shares .....................       1,046,500        1,046,500
   Additional paid-in capital ............................................................       2,758,178      149,592,627
   Accumulated deficit ...................................................................     (38,886,616)      (4,685,418)
                                                                                             -------------    -------------
                                                                                               (35,081,938)     145,953,709
   Less 30.24 shares held in treasury ....................................................      (1,481,149)      (1,481,149)
                                                                                             -------------    -------------
                                                                                               (36,563,087)     144,472,560
                                                                                             -------------    -------------
                                                                                             $ 114,453,321    $ 491,297,569
                                                                                             =============    =============
</TABLE>


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

                                       F-3




<PAGE>



                  BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                           Years Ended December 31,
                                                         ---------------------------------------------------------
                                                              1994                  1995                  1996
                                                              ----                  ----                  ----
<S>                                                   <C>                   <C>                   <C>
Net revenues .........................................    $ 44,221,027          $ 50,329,019          $ 96,386,124
                                                          ------------          ------------          ------------

Operating expenses:
   Selling, technical and program expenses ...........      17,739,786            21,199,067            43,758,586
   General and administrative ........................       7,069,730             7,849,845            14,843,901
   Depreciation and amortization .....................       3,403,263             5,041,719            20,219,589
   Corporate (Note C) ................................       1,308,984             1,575,792             2,695,461
                                                          ------------          ------------          ------------
                                                            29,521,763            35,666,423            81,517,537
                                                          ------------          ------------          ------------

         OPERATING INCOME ............................      14,699,264            14,662,596            14,868,587
                                                          ------------          ------------          ------------

Financial income (expense):
   Interest expense (Note A):
      Cash interest ..................................      (7,904,530)          (15,159,766)          (22,841,333)
      Other interest .................................      (4,904,834)             (711,934)           (1,030,050)
                                                          ------------          ------------          ------------
                                                           (12,809,364)          (15,871,700)          (23,871,383)

   Interest income ...................................         164,627               397,460               282,279
   Other, net ........................................         (10,168)                    -                     -
                                                          ------------          ------------          ------------
                                                           (12,654,905)          (15,474,240)          (23,589,104)
                                                          ------------          ------------          ------------

         INCOME (LOSS) BEFORE INCOME TAX BENEFIT AND
         EXTRAORDINARY ITEM ..........................       2,044,359              (811,644)           (8,720,517)

Income tax benefit ...................................               -                     -             1,848,838
                                                          ------------          ------------          ------------

         INCOME (LOSS) BEFORE EXTRAORDINARY ITEM .....       2,044,359              (811,644)           (6,871,679)

Extraordinary item, gain on early
   extinguishment of debt (Note F) ...................               -             6,863,762                     -
                                                          ------------          ------------          ------------

         NET INCOME (LOSS) ...........................    $  2,044,359          $  6,052,118          $ (6,871,679)
                                                          ============          ============          ============
</TABLE>



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

                                       F-4




<PAGE>



                  BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

            CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)

                     YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
                                                      Additional
                                      Common            Paid-In          Accumulated        Treasury
                                       Stock            Capital            Deficit            Stock                Total
                                    ------------       ------------      -------------     -------------     ----------------
<S>                            <C>                 <C>              <C>               <C>                  <C>
Balance at December 31, 1993....    $  1,046,500        $ 2,758,178      $(46,983,093)     $ (1,481,149)        $(44,659,564)
  Net income....................               -                  -          2,044,359                 -            2,044,359
                                    ------------       ------------      -------------     -------------     ----------------
Balance at December 31, 1994....       1,046,500          2,758,178       (44,938,734)       (1,481,149)          (42,615,205)
  Net income....................               -                  -          6,052,118                 -            6,052,118
                                    ------------       ------------      -------------     -------------     ----------------
Balance at December 31, 1995....       1,046,500          2,758,178       (38,886,616)       (1,481,149)         (36,563,087)
Contribution of additional paid-
   in  capital by parent in
   connection   with acquisitions              -        187,907,326                  -                 -          187,907,326
Reclassification of accumulated
  deficit due to change in income
  tax status....................               -       (41,072,877)         41,072,877                 -                    -
  Net (loss)....................               -                  -        (6,871,679)                 -          (6,871,679)
                                    ------------       ------------      -------------     -------------     ----------------
Balance at December 31, 1996....    $ 1 ,046,500       $149,592,627      $ (4,685,418)     $ (1,481,149)        $ 144,472,560
                                    ============       ============      =============     =============     ================
</TABLE>



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

                                       F-5




<PAGE>



                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                Years Ended December 31,
                                                                                    -----------------------------------------------
                                                                                        1994             1995             1996
                                                                                        ----             ----             ----
<S>                                                                                 <C>              <C>              <C>
Cash Flows From Operating Activities
   Net income (loss) ............................................................   $   2,044,359    $   6,052,118    $  (6,871,679)
   Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:
      Amortization of program broadcast rights ..................................       2,103,606        2,161,545        4,398,905
      Depreciation and amortization .............................................       2,133,940        3,268,939       13,809,443
      (Gain) on early extinguishment of debt ....................................               -       (6,863,762)               -
      Amortization of intangibles and deferred loan costs .......................       2,775,321        2,425,488        7,386,937
      (Gain) loss on sale of property and equipment .............................         (55,222)          27,535           29,851
      Payment of deferred and contingent interest ...............................               -       (4,405,746)               -
      Payment of prepayment premiums ............................................               -       (2,748,896)               -
      Deferred income taxes .....................................................               -                -       (1,943,859)
      Other .....................................................................         166,730           31,691                -
   Changes in operating assets and liabilities, net of effects of acquisitions:
      Receivables ...............................................................        (329,105)      (4,574,290)        (723,547)
      Due to sellers ............................................................               -                -        2,187,723
      Prepaid expenses and other ................................................        (102,858)         (48,023)        (266,267)
      Payments on program broadcast rights payable ..............................      (1,887,768)      (2,131,990)      (3,317,527)
      Accounts payable and accrued expenses .....................................         357,041        4,738,408        3,566,204
      Deferred revenue ..........................................................               -        4,750,000         (414,410)
      Deferred and contingent interest payable ..................................       3,287,331          567,533                -
                                                                                    -------------    -------------    -------------
      NET CASH PROVIDED BY OPERATING ACTIVITIES .................................      10,493,375        3,250,550       17,841,774
                                                                                    -------------    -------------    -------------

Cash Flows From Investing Activities
   Purchase of property and equipment ...........................................        (574,171)      (1,478,893)      (3,695,187)
   Progress payments on equipment not in service ................................               -                -         (469,615)
   Proceeds from sale of equipment ..............................................          75,380          425,994          206,754
   Payment for acquisition of stations, net of cash .............................               -      (26,698,516)    (322,081,822)
   Deposit on acquisition .......................................................               -       (3,000,000)               -
   Advance to affiliate .........................................................      (2,000,000)               -                -
   Payment of acquisition costs .................................................               -         (225,359)               -
   Purchase of other assets .....................................................               -                -         (670,605)
   Other ........................................................................          (8,267)           4,504           78,834
                                                                                    -------------    -------------    -------------
      NET CASH (USED IN) INVESTING ACTIVITIES ...................................      (2,507,058)     (30,972,270)    (326,631,641)
                                                                                    -------------    -------------    -------------

Cash Flows From Financing Activities
   Principal payments on notes payable ..........................................      (5,795,902)     (96,351,288)      (3,647,514)
   Proceeds from long-term borrowing ............................................               -      135,000,000      128,000,000
   Contribution of paid-in capital by parent ....................................               -                -      187,907,326
   Payment of debt acquisition costs ............................................      (1,240,602)      (5,875,903)      (5,047,693)
                                                                                    -------------    -------------    -------------
      NET CASH PROVIDED BY (USED IN) FINANCING
      ACTIVITIES ................................................................      (7,036,504)      32,772,809      307,212,119
                                                                                    -------------    -------------    -------------

      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..........................         949,813        5,051,089       (1,577,748)

Cash and cash equivalents:
   Beginning ....................................................................       3,667,429        4,617,242        9,668,331
                                                                                    -------------    -------------    -------------
   Ending .......................................................................   $   4,617,242    $   9,668,331    $   8,090,583
                                                                                    =============    =============    =============
</TABLE>

                                   (Continued)

                                       F-6




<PAGE>



                     BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                                             Years Ended December 31,
                                                            ----------------------------------------------------
                                                               1994                  1995                  1996
                                                               ----                  ----                  ----
<S>                                                        <C>                   <C>                   <C>
Supplemental Disclosure of Cash Flow
   Information
   Cash payments for interest ............................ $   7,904,530         $  13,654,225         $  20,945,188
                                                           =============         =============         =============
Supplemental Schedule of Noncash
   Investing and Financing Activities
   Acquisition of program broadcast rights ............... $   2,044,692         $   2,558,122         $   4,629,978
   Note payable incurred for purchase
      of equipment .......................................       273,995               197,288             1,067,051
   Equipment acquired by barter transactions .............       312,965               331,843               161,114
   Accounts payable transferred to note payable ..........        88,079                     -                     -
                                                           =============         =============         =============
   Acquisition of stations:
      Cash purchase price ................................                       $  26,698,516         $ 322,081,822
                                                                                 =============         =============

      Net working capital acquired, excluding cash of
        $535,810 .........................................                       $           -         $   9,982,264
      Property and equipment acquired at fair market
        value ............................................                           7,533,196            72,578,064
      Intangible assets acquired .........................                          21,306,181           300,558,565
      Deferred income taxes assumed ......................                                   -           (58,025,859)
      Other, net .........................................                            (140,861)              214,147
                                                                                 -------------         -------------
                                                                                    28,698,516           325,307,181
      Less: Application of advance to affiliate ..........                          (2,000,000)                    -
      Less: Amount paid in 1995 ..........................                                   -            (3,225,359)
                                                                                 -------------         -------------
                                                                                 $  26,698,516         $ 322,081,822
                                                                                 =============         =============
</TABLE>



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

                                                         F-7




<PAGE>


                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(NOTE A) - NATURE OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF
           SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

     Benedek Broadcasting Corporation ("Benedek Broadcasting") is a wholly owned
subsidiary of Benedek Communications Corporation ("BCC") and operates twenty-two
television stations (the "Stations") located throughout the United States. These
Stations operate under network affiliation contracts,  which provide programs to
the  affiliated  stations  and the  stations  sell  commercial  time  during the
programs to national,  regional and local  advertisers.  The networks  also sell
commercial time during the programs to national advertisers. Credit arrangements
are determined on an individual customer basis.

BASIS OF PRESENTATION:

     The consolidated  financial  statements include the accounts of the Benedek
Broadcasting and Benedek License  Corporation  (BLC), a wholly owned subsidiary.
All significant  intercompany items and transactions have been eliminated in the
consolidated financial statements.

SIGNIFICANT ACCOUNTING POLICIES:

(1)  ACCOUNTING ESTIMATES:

     The  preparation  of  financial  statements  requires  management  to  make
estimates  and  assumptions  that affect the reported  amounts in the  financial
statements and the  accompanying  notes.  Actual results could differ from those
estimates.

(2)  CASH EQUIVALENTS AND CONCENTRATION:

     Benedek Broadcasting considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.

     At various times during the periods, Benedek Broadcasting had cash and cash
equivalents  on  deposit  with a  financial  institution  in excess  of  federal
depository insurance limits. Benedek Broadcasting has not experienced any credit
losses on these deposits.

(3)  REVENUES:

     Revenue  related  to the  sale of  advertising,  network  compensation  and
contracted  time is recognized at the time of broadcast.  Net revenues are shown
net of agency and national representatives commissions.

     Deferred revenues primarily relate to compensation due from the network and
national  sales  representatives  at the  inception  of the network  affiliation
agreement and the national sales representative agreements,  respectively. These
revenues  are  recognized  over the life of the  agreements  on a  straight-line
method.  Since  these  payments  are  earned  over  the  life of the  respective
agreements, the network affiliation payment is recognized over ten years and the
national sales representative payments are recognized over five years.

                                       F-8




<PAGE>


                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4)  BARTER TRANSACTIONS:

     Revenue  from barter  transactions  (advertising  provided in exchange  for
goods and services) is recognized  as income when  advertisements  are broadcast
and  merchandise or services  received are charged to expense (or capitalized as
appropriate)  when received or used. The  transactions  are recorded at the fair
market value of the asset or service received.

(5)  PROGRAM BROADCAST RIGHTS AND LIABILITIES:

     Program  broadcast  rights  represent  rights for the  telecast  of feature
length motion pictures,  series produced for television and other films, and are
presented at the lower of amortized cost or net realizable value. Each agreement
is recorded as an asset and  liability  when the license  period  begins and the
program  is  available  for its first  showing.  Program  broadcast  rights  are
amortized  on a  straight-line  method over the life of the  contract,  which is
included  in  selling,  technical  and  program  expenses.  The  agreements  are
classified  between current and long-term assets according to the estimated time
of future  usage.  The  related  liability  is  classified  between  current and
long-term on the basis of the payment terms.

(6)  DEFERRED LOAN AND ACQUISITION COSTS:

     Deferred  loan costs are amounts  incurred  in  connection  with  long-term
financing.  The costs are amortized on a straight-line  method over the terms of
the related debt security. Costs incurred in connection with long-term financing
which is not  consummated are expensed at the point in time when the negotiation
on the financing ceases.

     Acquisition  costs  are  amounts  incurred  in  connection  with  acquiring
additional  television stations.  Costs incurred in connection with acquisitions
which are not consummated are expensed at the point of time when the negotiation
on  the  acquisition   ceases.  The  acquisition  costs  related  to  successful
acquisitions  are treated as part of the purchase price and are allocated to the
assets purchased.

     Included in other  interest  for 1994 are costs of  approximately  $900,000
related to a financing not consummated.

(7)  PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS:

     (a) Property and equipment are recorded at cost and  depreciated  using the
         straight-line  method  over the  following  estimated  ranges of useful
         lives:

                                                              Years
                                                              -----
                   Buildings and improvements                  5-40
                   Towers                                      5-12
                   Transmission equipment                      3-10
                   Other equipment                             1-5

                                       F-9




<PAGE>


                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Benedek Broadcasting records amortization expense on leased assets with the
depreciation  expense on owned assets.  Gains and losses on the  disposition  of
property  and  equipment  are  insignificant  and included in  depreciation  and
amortization on the consolidated statement of operations.

     (b)  Intangible  assets,  which include FCC licenses,  network  affiliation
agreements  and goodwill,  have been recorded at cost and are amortized  over 40
years using the straight-line method.

     (c) Benedek  Broadcasting  reviews their intangibles  annually to determine
potential  impairment  by comparing  the  carrying  value of the assets with the
undiscounted  anticipated  future  cash  flows of the  related  property  before
interest  charges.  If the future cash flows are less than the  carrying  value,
Benedek  Broadcasting  would  obtain an appraisal on the property and adjust the
carrying  value of the assets to the appraisal  value if the appraisal  value is
less than the carrying value.

(8)  OTHER INTEREST EXPENSE:

     Other  interest  expense  includes  interest due to the increase in Benedek
Broadcasting  warrants,  contingent  equity  value,  accrued  interest  added to
long-term debt balances,  deferred loan cost  amortization,  financing costs not
consummated, and accretion of discounts.

(9)  INCOME TAXES:

     Deferred  taxes are  provided on a liability  method  whereby  deferred tax
assets are recognized for deductible temporary differences, operating losses and
tax credit  carryforwards.  Deferred tax  liabilities are recognized for taxable
temporary  differences.  Temporary  differences are the differences  between the
reported  amounts of assets and  liabilities  and their tax bases.  Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some  portion or all of the  deferred tax assets
will not be realized.  Deferred tax assets and  liabilities are adjusted for the
effects  of changes  in tax laws and rates on the date of  enactment.  Reference
should  also be made to  (Note  J)  regarding  a change  in tax  status  and the
recording of deferred taxes upon change in status.

(10)  INTEREST RATE CAP AGREEMENT:

     Interest rate cap agreements  are used to manage  interest rate exposure by
hedging certain  liabilities.  Income and expense are accrued under the terms of
the agreement  based on the expected  settlement  payments and are recorded as a
component of interest income or expense.

(11)  EMPLOYEE BENEFITS:

     Benedek  Broadcasting has a defined contribution plan covering all eligible
employees. Benedek Broadcasting's contribution is at the discretion of the Board
of Directors.

                                      F-10




<PAGE>


                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Benedek Broadcasting self-insures for health benefits which are provided to
all full-time employees with specified periods of service. Insurance coverage is
maintained by Benedek  Broadcasting  for claims in excess of specific and annual
aggregate limits.

(NOTE B) - ACQUISITIONS, RELATED PARTY AND BUSINESS COMBINATIONS

     On April 10, 1996, the sole stockholder of Benedek  Broadcasting formed BCC
as a holding company.  At the closing of the  acquisitions  described below, the
stockholder contributed all of the outstanding shares of common stock of Benedek
Broadcasting  to  BCC  in  exchange  for  the  issuance  to  him  of  all of the
outstanding shares of common stock of BCC.

     On June 6, 1996, two acquisition  agreements  entered into during 1995 were
consummated.  The first agreement  provided for the acquisition of the assets of
the television  broadcasting  division of Stauffer  Communications,  Inc., which
owned five television  stations for a total purchase price of  $54,500,000.  The
second agreement was to acquire all the issued and outstanding  capital stock of
Brissette  Broadcasting  Corporation  which owned and operated eight  television
stations for a purchase price of $270,000,000.

     On March 31, 1995,  Benedek  Broadcasting  acquired  substantially  all the
assets of WTVY-TV, a television station serving Dothan, Alabama and Panama City,
Florida, for an aggregate purchase price of approximately $28,699,000.

     These  acquisitions  have been  accounted for under the purchase  method of
accounting. Accordingly, the results of the operations for the acquired stations
are  included  in the  consolidated  financial  statements  since  the  date  of
respective  acquisitions.  The  purchase  price has been  allocated  to acquired
assets and  liabilities  based on their  relative  fair values as of the closing
date.  The excess of the purchase  price over the net assets  received  from the
acquisitions is being  amortized on a  straight-line  method over a period of 40
years.

     The pro forma results of operations  for the years ended December 31, 1994,
1995 and 1996, assuming the acquisition of WTVY-TV had taken place on January 1,
1994,  and the  acquisitions  of Stauffer  Communications,  Inc.  and  Brissette
Broadcasting Corporation had taken place on January 1, 1995, are as follows:

                                      F-11




<PAGE>


                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                   ---------------------------------------------------------------
                                                      1994                      1995                     1996
                                                      ----                      ----                     ----
<S>                                                <C>                      <C>                      <C>
Net revenue .....................................  $  51,582,464            $ 120,616,960            $ 126,165,117
Operating expenses ..............................     35,647,105              102,873,974              111,225,624
Financial expenses ..............................     16,442,853               28,560,301               28,897,006
                                                   -------------            -------------            -------------
(Loss) before income tax benefit and
  extraordinary item ............................       (507,494)             (10,817,315)             (13,957,513)
Income tax benefit ..............................              -                4,072,868                3,863,005
                                                   -------------            -------------            -------------
  (Loss) before extraordinary item ..............       (507,494)              (6,744,447)             (10,094,508)
Extraordinary Item ..............................              -                6,863,762                        -
                                                   -------------            -------------            -------------
  Net income (loss) .............................  $    (507,494)           $     119,315            $ (10,094,508)
                                                   =============            =============            =============
</TABLE>


     The financing transactions for the acquisitions consisted of (i) BCC making
a capital contribution to Benedek  Broadcasting  consisting of the proceeds from
issuing  (a)  senior  subordinated  discount  notes,  (b) units,  consisting  of
exchangeable preferred stock, which is exchangeable for exchange debentures, and
warrants  to  acquire  common  stock  of BCC,  and (c)  seller  junior  discount
preferred  stock  and  (ii)  Benedek  Broadcasting  entering  into a new  credit
agreement, which consists of $128,000,000 term loan facilities and a $15,000,000
Revolving  Credit  Facility.   These  financing  transactions  were  consummated
concurrently with the acquisitions.

     Since BCC derives all of its  operating  income and cash flow from  Benedek
Broadcasting, BCC's ability to pay its obligations including (i) interest on and
principal of the notes (ii) redemption of and cash dividends on the exchangeable
preferred stock and (iii)  redemption of and cash dividends on the seller junior
discount  preferred stock will be dependent  primarily upon receiving  dividends
and other payments on advances from Benedek  Broadcasting.  Benedek Broadcasting
has no obligation, contingent or otherwise, to pay any amounts to BCC or to make
funds available to BCC for debt service or any other obligation.

(NOTE C) - RELATED PARTY TRANSACTIONS

(1)  ADMINISTRATIVE SERVICES:

     Benedek  Broadcasting  paid management fees of approximately  $1,309,000 in
1994 to a company which was affiliated through common ownership.  These services
were terminated January 1, 1995.

(2)  BENEDEK LICENSE CORPORATION:

     On April 18,  1996,  Benedek  Broadcasting  formed  BLC for the  purpose of
holding the licenses and authorizations issued by the FCC in connection with the
operations of the Stations. Concurrently with the acquisitions described in Note
B, Benedek Broadcasting  Company,  L.L.C., which had been formed in 1995 for the
same purposes and was holding the licenses of Benedek Broadcasting stations, was
merged into BLC with the result that all licenses of the acquired  stations were
transferred  to BLC.  This  was  accounted  for in a manner  similar  to that in
pooling-of-interests accounting.

                                      F-12




<PAGE>


                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(NOTE D) - PROPERTY AND EQUIPMENT

     Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                                          December 31,
                                                                                 -----------------------------
                                                                                     1995             1996
                                                                                 ------------     ------------
<S>                                                                              <C>              <C>
Land and improvements .......................................................... $  1,259,938     $  5,823,110
Buildings and improvements .....................................................   12,183,267       25,242,538
Towers .........................................................................    5,786,099       14,772,011
Transmission and studio equipment ..............................................   23,205,748       68,156,721
Office equipment ...............................................................    3,024,834        7,025,892
Records and tapes ..............................................................       22,732          143,853
Transportation equipment .......................................................      708,152        2,236,900
Construction in progress .......................................................      150,188          469,616
                                                                                 ------------     ------------
                                                                                   46,340,958      123,870,641

Less accumulated depreciation and amortization .................................   26,305,243       39,849,340
                                                                                 ------------     ------------
                                                                                 $ 20,035,715     $ 84,021,301
                                                                                 ============     ============
</TABLE>

(NOTE E) - INTANGIBLE ASSETS

     Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                                 -----------------------------
                                                                                     1995             1996
                                                                                 ------------     ------------
<S>                                                                              <C>              <C>
Goodwill ....................................................................... $ 28,837,585     $167,631,166
FCC licenses ...................................................................   15,304,138      123,538,650
Network affiliations ...........................................................   15,998,174       61,507,881
Other ..........................................................................      280,720        1,944,599
                                                                                 ------------     ------------
                                                                                 $ 60,420,617     $354,622,296
                                                                                 ============     ============
</TABLE>

     Intangible   assets  are  recorded  net  of  accumulated   amortization  of
$13,325,299 and $19,729,105 as of December 31, 1995 and 1996, respectively.

                                      F-13




<PAGE>


                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(NOTE F) - NOTES PAYABLE, INTEREST RATE CAP, GAIN ON EXTINGUISHMENT OF DEBT
           AND SUBSEQUENT EVENT

(1)  NOTES PAYABLE

     (a)  Term  Loans  and  Revolver.  As  part  of the  financing  transactions
described in (Note B), on June 6, 1996, Benedek  Broadcasting entered into a new
credit  agreement  which includes two Term Loan  Facilities  consisting of (i) a
Series A  Facility  of  $70,000,000  at the  bank's  base rate plus 2.25% or the
Eurodollar  rate  plus  3.25% per annum  (currently  8.81%)  and (ii) a Series B
Facility of  $58,000,000  at the bank's  base rate plus 2.75% or the  Eurodollar
rate plus 3.75% per annum (currently  9.31%).  The Term Loan Facilities  provide
for quarterly  principal payments until final maturity (except in the first year
during which  amortization will be on a semiannual basis). The Series A Facility
and  the  Series  B  Facility  mature  on May 1,  2001  and  November  1,  2002,
respectively.  Benedek  Broadcasting  is  required to make  scheduled  aggregate
amortization  payments  on the Series A and  Series B  Facilities,  as  follows:
during the first year after closing, $6.0 million;  during the second year after
closing,  $11.0  million;  during the third year after  closing,  $14.5 million;
during the fourth year after closing, $16.0 million; during the fifth year after
closing, $27.5 million;  during the sixth year after closing, $15.0 million; and
during the first half of the seventh year after closing, $38.0 million.

     The  credit   agreement  also  includes  a  Revolving  Credit  Facility  of
$15,000,000,  which  bears  interest  at the bank's  base rate plus 2.25% or the
Eurodollar  rate plus 3.25% per annum.  There were no borrowings on the revolver
as of December 31, 1996.  The unused  portion of the Revolving  Credit  Facility
bears interest at 0.5% a month.

     The credit agreement also contains several mandatory  principal  prepayment
clauses,  one of which Benedek Broadcasting was subject to at December 31, 1996.
This clause  stipulated  that  Benedek  Broadcasting  must prepay the  principal
balance of the Term Loan Facilities or permanently  reduce the Revolving  Credit
Facility for an amount  equal to 50% of the  Consolidated  Excess Cash Flow,  as
defined  by the  agreement,  no later  than 100 days  after the end of the year.
Since it is management's  intention to prepay the Term Loan Facilities,  Benedek
Broadcasting  has reflected the additional  $5,122,000 as a current  maturity of
debt at December 31, 1996 rather than permanently  reducing the Revolving Credit
Facility.

     The Term Loan  Facilities and the Revolving  Credit Facility are guaranteed
by BCC and  secured by certain of BCC's and Benedek  Broadcasting's  present and
future property and assets.  The Term Loan Facilities are also guaranteed by BLC
and are  collateralized  by all of the stock of BLC which is also  collateral on
the Senior Secured Notes which have an equal position in the stock of BLC to the
Term Loan  Facilities.  The Term Loan  Facilities  contain  various  restrictive
covenants and require  compliance with certain  financial  ratios and covenants.
Benedek  Broadcasting is in compliance with or has received waivers with respect
to certain covenants as of December 31, 1996.

     On February 28, 1997, Benedek  Broadcasting amended the credit agreement as
it relates to certain  restrictive  covenants and financial  ratios through June
30,  1996.  As part of the  amendment,  effective  February  28,  1997,  Benedek
Broadcasting  agreed to increase the interest  rate on the Term Loan  Facilities
and Revolving Credit Facility by an additional 50 basis points. They also agreed
to  reduce  the  available   Revolving   Credit  Facility  from  $15,000,000  to
$10,000,000.

                                      F-14




<PAGE>


                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (b)  Senior  Secured  Notes.  During  1995,  Benedek   Broadcasting  issued
$135,000,000  of 11 7/8%  Senior  Secured  Notes due 2005 (the  "Senior  Secured
Notes").  The net proceeds of the Senior Secured Notes were used,  together with
available  cash  to  (i)  refinance  certain  indebtedness,   (ii)  finance  the
acquisition of WTVY-TV  ("the Dothan Station"),  and (iii) pay fees and expenses
in connection  with the offering.  The Senior Secured Notes have been registered
with the Securities and Exchange Commission in a registration statement declared
effective in November 1995.

     The Senior  Secured  Notes  bear  interest  at the rate of 11 7/8%  payable
semiannually  on March 1 and  September 1 of each year and mature in March 2005.
The Senior Secured Notes may be redeemed by Benedek  Broadcasting in whole or in
part after  March 1, 2000  subject to certain  prepayment  premiums.  The Senior
Secured  Notes  contain  various  restrictive  covenants  relating to prepayment
premiums.  The  Senior  Secured  Notes  contain  various  restrictive  covenants
relating to  limitations on dividends,  transactions  with  affiliates,  further
issuance of debt, and the sales of assets,  among others.  Benedek  Broadcasting
was in compliance with these covenants at December 31, 1996.

     The  Senior  Secured  Notes are  collateralized  by all of the stock of BLC
which  is also  collateral  on the  Term  Loan  Facilities  which  have an equal
position in the stock of BLC to the Senior  Secured  Notes.  The Senior  Secured
Notes are also  collateralized by certain agreements and contract rights related
to the  stations  which  includes  network  affiliation  agreements  and certain
general intangibles.

     Notes payable consist of the following:

<TABLE>
<CAPTION>
                                                                                December 31,
                                                                     ----------------------------------------
                                                                          1995                      1996
                                                                          ----                      ----
<S>                                                                  <C>                        <C>
Senior secured notes..........................................       $  135,000,000             $ 135,000,000
Term loan series A............................................                    -                67,500,000
Term loan series B............................................                    -                57,500,000
Other.........................................................              767,025                 1,186,562
                                                                    ---------------             -------------
                                                                        135,767,025               261,186,562
Less current maturities.......................................              318,077                14,015,273
                                                                    ---------------             -------------
                                                                       $135,448,948             $ 247,171,289
                                                                    ===============             =============
</TABLE>

     At December 31, 1996, the notes provide for annual reductions as follows:

      Year Ending December 31,
      -------------------------
                1997................      $   14,015,273
                1998................          13,039,371
                1999................          15,447,020
                2000................          21,874,691
                2001................          21,431,722
             Thereafter.............         175,378,485
                                          --------------
                                           $ 261,186,562
                                          ==============

                                      F-15



<PAGE>

                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2)  INTEREST RATE CAP

     Benedek  Broadcasting  entered into an interest  rate cap  agreement  which
matures in May 1998 to reduce the  impact of  changes in  interest  rates on its
floating-rate  long-term  debt.  That  agreement  effectively  entitles  Benedek
Broadcasting  to receive  from a financial  institution  the amount,  if any, by
which the London  Interbank  Offering  Rate (LIBOR)  exceeds 7.36% on a notional
amount totaling $125,000,000 subject to an amortization  schedule.  The $207,000
premium paid for this interest rate cap is being  amortized  ratably to interest
expense over the 18-month  term of the cap, and is reported as an other asset in
the  accompanying  consolidated  balance sheets.  LIBOR at December 31, 1996 was
5.63%.

     Although  Benedek  Broadcasting  is exposed to credit  loss in the event of
nonperformance by the counterparty on the interest rate cap, management does not
expect  nonperformance by the  counterparty.  (Note K) describes the methods and
assumptions used in estimating the fair value of these instruments, and provides
a summary of the carrying  amount and fair values of all Benedek  Broadcasting's
financial instruments.

(3)  GAIN ON EARLY EXTINGUISHMENT OF DEBT

     In 1995,  Benedek  Broadcasting  recognized an extraordinary  gain on early
extinguishment  of debt consisting of subordinated  capital notes issued in 1986
with detachable stock purchase warrants. The extraordinary gain of approximately
$11,128,000  reduced by losses of  approximately  $1,140,000  from  unrecognized
deferred  loan  costs,  approximately  $2,749,000  of  prepayment  premiums  and
contingent payments,  and $375,000 of unamortized debt discount,  related to the
existing debt.

(NOTE G) - PROGRAM BROADCAST RIGHTS PAYABLE

(1) Program broadcast rights and program broadcast rights payable consist of the
following:

<TABLE>
<CAPTION>
                                                                       Program                  Program
                                                                       Broadcast                Broadcast
                                                                         Rights              Rights Payable
                                                                     -------------           ---------------
<S>                                                               <C>                     <C>
Balance at December 31, 1994..................................       $   1,772,548           $     2,169,461
     Contracts Acquired.......................................           2,651,642                 2,637,616
     Amortization.............................................         (2,161,545)                         -
     Payments.................................................                   -               (2,131,990)
                                                                     -------------           ---------------
Balance at December 31, 1995..................................       $   2,262,645           $     2,675,087
     Contracts Acquired.......................................           8,862,457                 8,354,793
     Amortization.............................................         (4,398,905)                         -
     Payments.................................................                   -               (3,317,527)
                                                                     -------------           ---------------
Balance at December 31, 1996..................................       $   6,726,197           $     7,712,353
                                                                     =============           ===============
</TABLE>



                                      F-16




<PAGE>

                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) The current  maturities of program  broadcast  rights payable consist of the
following:

<TABLE>
<CAPTION>
                                                             December 31,
                                                     --------------------------
                                                         1995          1996
                                                         ----          ----
<S>                                                    <C>            <C>
Program contracts, due in varying installments
 through 2000 .....................................   $2,675,087     $7,712,353
Less current maturities ...........................    2,042,643      6,119,953
                                                      ----------     ----------
Long-term portion .................................   $  632,444     $1,592,400
                                                      ==========     ==========
</TABLE>

     The maturities of the contracts are as follows:

      Year Ending December 31,
      ------------------------
                1997................      $   6,119,953
                1998................          1,252,005
                1999................            318,514
                2000................             21,881
                                          -------------
                                          $   7,712,353
                                          =============

     In  addition,   Benedek   Broadcasting  has  entered  into   noncancellable
commitments  for  future  program  broadcast  rights  aggregating  approximately
$6,616,000 as of December 31, 1996 with future payments as follows:

      Year Ending December 31,
     -------------------------
                1997................      $   1,027,131
                1998................          2,846,417
                1999................          2,100,006
                2000................            642,446
                                          -------------
                                          $   6,616,000
                                          =============

(NOTE H) - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                       December 31,
                                            ---------------------------------
                                                  1995               1996
                                                  ----               ----
<S>                                          <C>                 <C>
Trade payables........................       $     379,901       $  1,364,482
Barter, net...........................             292,051            443,012
Compensation and benefits.............           1,397,796          4,329,000
Interest..............................           5,343,754          7,239,896
Other.................................             410,794          1,992,191
                                             -------------       ------------
                                             $   7,824,296       $ 15,368,581
                                             =============       ============
</TABLE>


                                  F-17



<PAGE>

                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(NOTE I) - LEASES

     Benedek   Broadcasting   leases   land,   office   space  and   office  and
transportation  equipment under  agreements  which expire from 1997 through 2004
and require various  minimum annual rentals.  The leases also require payment of
the normal  maintenance,  real estate  taxes and  insurance  on the  properties.
Benedek  Broadcasting  has the option to acquire  one of the leased  premises on
each of May 1, 2000 and 2005 for $650,000 and $750,000, respectively.

     The approximate total minimum rental commitments at December 31, 1996 under
these leases are due as follows:

      Year Ending December 31,
      -------------------------
                1997................        $   903,419
                1998................            593,829
                1999................            462,577
                2000................            386,983
                2001................            300,628
             Thereafter.............            651,554
                                            -----------
                                            $ 3,298,990
                                            ===========

     Total rental expense under these  agreements and other monthly  rentals for
the years ended 1994,  1995 and 1996 was  approximately  $463,000,  $626,000 and
$1,064,000, respectively.

     Benedek  Broadcasting is a lessor of certain  portions of its real property
to various  organizations.  Total rental income under these  agreements  for the
years  ended  1994,  1995 and  1996 was  approximately  $280,000,  $324,000  and
$680,000, respectively.

(NOTE J) - INCOME TAX MATTERS AND CHANGE IN TAX STATUS

     Prior to the consummation of the  acquisitions  and the related  financing,
Benedek Broadcasting,  with the consent of its stockholder,  elected to be taxed
under sections of federal and state income tax law, which provided that, in lieu
of corporation  income taxes, the stockholder  separately  accounted for Benedek
Broadcasting's income,  deductions,  losses and credits.  Benedek Broadcasting's
election to be taxed as an "S" Corporation automatically terminated concurrently
with  the  consummation  of the  acquisitions  described  in (Note  B).  Benedek
Broadcasting is now subject to federal and state income taxes.  As a result,  on
June 6,  1996,  Benedek  Broadcasting  recognized  a net  deferred  tax asset of
approximately  $3,550,000.   Concurrent  with  the  change  in  tax  status  the
accumulated deficit of $41,072,877, which existed on that date, was reclassified
to additional paid-in capital.

                                      F-18




<PAGE>


                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The  deferred  tax assets and  liabilities,  resulting  primarily  from the
acquisitions explained in (Note B) consist of the following components:

                                            December 31,
                                                1996
                                                -----
Deferred tax assets:
      Loss Carryforwards............        $  3,676,000
      Receivable allowances
      and accruals..................           1,050,000
      Network agreements............           2,057,000
                                           -------------
                                               6,783,000
                                           -------------

Deferred tax liabilities:
      Property and equipment........          14,307,000
      Intangibles...................          48,558,000
                                           -------------
                                              62,865,000
                                           -------------
Net deferred tax liability..........        $(56,082,000)
                                           =============

   Had Benedek  Broadcasting  been a taxable  entity at December 31, 1995,  they
would have recorded a net deferred tax asset of  approximately  $3,565,000 which
would have been offset by a valuation allowance.

   The income tax  benefit  for 1996  consisted  of a  deferred  tax  benefit of
approximately $1,944,000 and $(95,000) of current taxes.

   Under the provisions of the Internal Revenue Code,  Benedek  Broadcasting has
approximately $9,192,000 of actual net operating loss carryforwards available to
offset future tax liabilities of Benedek Broadcasting, which begins to expire in
2007 through 2011.

   Reconciliation   of  the  statutory   federal  income  tax  rate  to  Benedek
Broadcasting's effective tax rate is as follows:

                                      F-19




<PAGE>


                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                Years ended December 31,
                                                  -------------------------------------------------------
                                                       1994                 1995               1996
                                                       ----                 ----               ----
<S>                                                <C>                 <C>                 <C>
Computed "expected" income tax
     expense (benefit)..........................       35.0%               (35.0%)           (35.0%)
  Increase (decrease) resulting from:
     State income taxes, net of federal
        effect..................................         -                   -                (6.0)
     (Income) loss allocated to
          stockholder due to  "S"                     (50.4)               (36.2)              9.4
          Corporation status....................
     Nondeductible amortization and
          expenses.............................        15.4                 71.2               12.9
     Other, net.................................         -                   -                 (2.5)
                                                     ------               ------            -------
Effective tax rate..............................         -                   -                (21.2)%
                                                     ======               ======            =======
</TABLE>


(NOTE K) - FAIR VALUE OF FINANCIAL INSTRUMENTS

   The  estimated  fair value of  financial  instruments  has been  estimated by
Benedek   Broadcasting   using  available  market  information  and  appropriate
valuation methodologies as discussed below.  Considerable judgment was required,
however, to interpret market data to develop the estimates of fair market value.
Accordingly, the estimates presented below are not necessarily indicative of the
amounts Benedek Broadcasting could realize in a current market exchange.

   Cash and cash  equivalents,  current  receivables,  current  payables and the
interest rate cap agreement have carrying  values which  approximate  fair value
because  of the  short-term  nature  of those  instruments.  The  floating  rate
long-term debt carrying amount approximates fair value because the interest rate
fluctuates with the bank's lending rate.

   The following  table shows the carrying  amounts and estimated fair values of
other financial instrument liabilities and other off-balance sheet activities at
December 31, 1995 and 1996:

<TABLE>
<CAPTION>
                                                         1995                                          1996
                                       ----------------------------------------       ---------------------------------------
                                            Carrying               Estimated              Carrying              Estimated
                                             Amount               Fair Value               Amount              Fair Value
                                       ------------------      ----------------       ----------------      -----------------
<S>                                         <C>                    <C>                    <C>                    <C>
Program broadcast rights
  payable.............................      $   2,675,087          $  2,599,361           $  7,712,353           $  7,552,460
Senior secured notes..................        135,000,000           143,100,000            135,000,000            138,375,000
</TABLE>



                                      F-20




<PAGE>



                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   The fair value of program  broadcast  rights payable was estimated  using the
discounted cash flow method.

   The fair  value of the  Senior  Secured  Notes was  estimated  using  readily
available quoted market prices.

   The above fair value estimates were made at a discrete point in time based on
relevant  market   information  and  other   assumptions   about  the  financial
instruments.  As no active market  exists for a  significant  portion of Benedek
Broadcasting's  financial  instruments,  fair  value  estimates  were  based  on
judgments  regarding  current economic  conditions,  future expected cash flows,
risk characteristics and other factors. These estimates are subjective in nature
and involve  uncertainties  and therefore  cannot be calculated  with precision.
Changes in assumptions could significantly affect these estimates.

                                      F-21




<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Benedek License Corporation
Rockford, Illinois

     We  have  audited  the  accompanying  balance  sheets  of  Benedek  License
Corporation  as of  December  31, 1995 and 1996 and the  related  statements  of
operations, stockholder's equity and cash flows for the period February 28, 1995
(date of inception)  to December 31, 1995 and the year ended  December 31, 1996.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Benedek License Corporation
as of December 31, 1995 and 1996 and the results of its  operations and its cash
flows for the period  February 28, 1995 (date of inception) to December 31, 1995
and for the year ended December 31, 1996, in conformity with generally  accepted
accounting principles.

                                               /s/ McGLADREY & PULLEN, LLP

Rockford, Illinois
February 28, 1997

                                      F-22




<PAGE>



                           BENEDEK LICENSE CORPORATION

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              December 31,        December 31,
                                  ASSETS                                          1995                1996
                                                                                  ----                ----
<S>                                                                         <C>                 <C>
Federal Communication Commission (FCC)
     Licenses, at cost, less accumulated amortization of $326,312
       and $2,322,406 for 1995 and 1996, respectively ......................  $  15,304,138      $ 123,538,650
Goodwill, less accumulated amortization of $432,060 for 1996 ...............              -         34,804,740
                                                                              -------------      -------------
                                                                              $  15,304,138      $ 158,343,390
                                                                              =============      =============
                   LIABILITIES AND STOCKHOLDER'S EQUITY

Deferred tax liability .....................................................  $           -      $  34,506,000
                                                                              -------------      -------------
Stockholder's Equity (Note E):
     Common stock, $0.01 par authorized 3,000 shares,
       issued and outstanding 99 shares ....................................              1                  1
     Additional paid-in capital ............................................     15,630,449        125,861,055
     Accumulated deficit ...................................................       (326,312)        (2,023,666)
                                                                              -------------      -------------
                                                                                 15,304,138        123,837,390
                                                                              -------------      -------------
                                                                              $  15,304,138      $ 158,343,390
                                                                              =============      =============
</TABLE>


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

                                      F-23




<PAGE>



                           BENEDEK LICENSE CORPORATION

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                     For the Period
                                                    February 28, 1995
                                                         through                  Year Ended
                                                     December 31, 1995         December 31, 1996
                                                    --------------------     ---------------------
<S>                                                   <C>                          <C>
Operating expense, amortization ..................    $   326,312                  $ 2,428,154
                                                      -----------                  -----------
     (Loss) before income tax benefit ............    $  (326,312)                 $(2,428,154)
Income tax benefit ...............................              -                      730,800
                                                      -----------                  -----------
         NET (LOSS) ..............................    $  (326,312)                 $(1,697,354)
                                                      ===========                  ===========
</TABLE>


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

                                      F-24




<PAGE>



                           BENEDEK LICENSE CORPORATION

                       STATEMENTS OF STOCKHOLDER'S EQUITY
           FOR THE PERIOD FEBRUARY 28, 1995 THROUGH DECEMBER 31, 1995
                      AND THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                                             Additional
                                                           Common              Paid-In            Accumulated
                                                            Stock              Capital              Deficit              Total
                                                         -------------       -------------       -------------        -------------
<S>                                                    <C>                 <C>                 <C>                  <C>
Issuance of 99 shares of common stock ............       $           1       $  15,630,449       $           -        $  15,630,450
     Net (loss) ..................................                   -                   -            (326,312)            (326,312)
                                                         -------------       -------------       -------------        -------------
Balance at December 31, 1995 .....................                   1          15,630,449            (326,312)          15,304,138
     Capital contribution of FCC
        licenses from parent .....................                   -         110,230,606                   -          110,230,606
     Net (loss) ..................................                   -                   -          (1,697,354)          (1,697,354)
                                                         -------------       -------------       -------------        -------------
Balance at December 31, 1996 .....................       $           1       $ 125,861,055       $  (2,023,666)       $ 123,837,390
                                                         =============       =============       =============        =============
</TABLE>



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

                                      F-25




<PAGE>



                           BENEDEK LICENSE CORPORATION

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           For the Period
                                                                         February 28, 1995
                                                                              through                 Year Ended
                                                                         December 31, 1995         December 31, 1996
                                                                        --------------------     --------------------
<S>                                                                         <C>                   <C>
Cash Flows From Operating Activities
  Net (loss) ............................................................   $    (326,312)         $  (1,697,354)
  Adjustments to reconcile net (loss) to net cash provided by
    operating activities:
    Amortization ........................................................         326,312              2,428,154
    Deferred income tax .................................................               -               (730,800)
                                                                            -------------          -------------
           NET CASH PROVIDED BY OPERATING ACTIVITIES ....................   $           -          $           -

Cash:
  Beginning .............................................................               -                      -
                                                                            -------------          -------------
  Ending ................................................................   $           -          $           -
                                                                            =============          =============

Supplemental Schedule of Noncash
  Investing and Financing Activities
  FCC licenses acquired by issuing common stock .........................   $  15,630,450         $           -
  FCC licenses acquired by contribution of capital from parent ..........               -           110,230,606
 Transfer of deferred tax liability and offsetting goodwill
    related to FCC licenses .............................................   $           -         $  35,236,800
                                                                            =============         =============
</TABLE>



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

                                      F-26




<PAGE>


                           BENEDEK LICENSE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

(NOTE A) - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

     Benedek License Corporation ("BLC") is a wholly owned subsidiary of Benedek
Broadcasting Corporation ("Benedek  Broadcasting").  BLC was formed on April 18,
1996 to own and hold the Federal  Communications  Act ("FCC")  licenses  for the
twenty-two  television stations owned by Benedek  Broadcasting which are located
throughout the United States.

SIGNIFICANT ACCOUNTING POLICIES:

(1)  ACCOUNTING ESTIMATES:

     The  preparation  of  financial  statements  requires  management  to  make
estimates  and  assumptions  that affect the reported  amounts in the  financial
statements and the  accompanying  notes.  Actual results could differ from those
estimates.

(2)  INTANGIBLES:

     Intangible  assets,  which  include FCC  licenses and  goodwill,  have been
recorded at cost and are amortized over 40 years using the straight-line method.
Benedek  Broadcasting  reviews their intangibles annually to determine potential
impairment  by  comparing  the  carrying  value  of  the  intangible   with  the
undiscounted  anticipated  future  cash  flows of the  related  property  before
interest  charges.  If the future cash flows are less than the  carrying  value,
Benedek  Broadcasting  would  obtain an appraisal on the property and adjust the
carrying value of the  intangibles to the appraisal value if the appraisal value
is less than the carrying value.

(3)  INCOME TAXES:

     Deferred  taxes are  provided on a liability  method  whereby  deferred tax
assets are recognized for deductible temporary differences, operating losses and
tax credit  carryforwards.  Deferred tax  liabilities are recognized for taxable
temporary  differences.  Temporary  differences are the differences  between the
reported  amounts of assets and  liabilities  and their tax bases.  Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some  portion or all of the  deferred tax assets
will not be realized.  Deferred tax assets and  liabilities are adjusted for the
effects  of changes  in tax laws and rates on the date of  enactment.  Reference
should  also be made to  (Note  D)  regarding  a change  in tax  status  and the
recording of deferred taxes upon change in status.

(NOTE B) - BUSINESS COMBINATION

     On June 6, 1996, Benedek Broadcasting Company, L.L.C. (the "LLC"), a wholly
owned  subsidiary  of Benedek  Broadcasting,  was merged  into BLC.  Since these
entities had identical stockholder ownership, this was accounted for in a manner
similar to a pooling-of-interests and the results of operations are included for
the above-mentioned periods since the formation of the LLC on February 28, 1995.
The  stockholder's  equity  section for the 1995  financial  statements has been
recast to reflect the BLC as if it was formed on February 28, 1995.

                                      F-27




<PAGE>


                           BENEDEK LICENSE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

(NOTE C) - ACQUISITIONS

     On June 6, 1996, Benedek Broadcasting acquired thirteen television stations
including their respective FCC licenses. These licenses and the related goodwill
and deferred tax liability  were  transferred  on that day to BLC as contributed
capital  based on the pro rata  share of the  allocated  purchase  price paid by
Benedek Broadcasting.

(NOTE D) - INCOME TAX MATTERS AND CHANGE IN TAX STATUS

     Prior to the  consummation of the business  combination  discussed in (Note
B), the LLC filed a partnership income tax return and the members reported their
respective  shares of the income,  deductions,  losses and credits of the LLC on
their income tax returns. Since BLC is a "C" corporation,  BLC became subject to
federal and state income taxes upon consummation of the business combination. As
a  result,  on  June 6,  1996,  BLC  recognized  a net  deferred  tax  asset  of
approximately $650,000.

     The  deferred  tax  assets  and   liabilities   consist  of  the  following
components:

<TABLE>
<CAPTION>
                                          December 31,
                                              1996
                                              ----
<S>                                        <C>
Deferred tax asset:
   Loss Carryforwards...............       $    418,000
Deferred tax liability:
   FCC licenses.....................        (34,924,000)
                                           -------------
   Net deferred tax liability.......       $(34,506,000)
                                           ============
</TABLE>


     Had BLC been a  taxable  entity at  December  31,  1995,  they  would  have
recorded a net deferred  tax asset of  approximately  $675,000  which would have
been offset by a valuation allowance.

     Under the provisions of the Internal  Revenue Code,  BLC has  approximately
$1,046,000 of net operating  loss  carryforwards  available to offset future tax
liabilities of BLC and its parent which expire in 2011.

     Reconciliation  of the statutory federal income tax rate to BLC's effective
tax rate is as follows:

                                      F-28




<PAGE>


                           BENEDEK LICENSE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                     For the Period
                                                      February 28,
                                                      1995 Through                  Year Ended
                                                      December 31,                 December 31,
                                                          1995                         1996
                                                    ------------------          -------------------
<S>                                                <C>                         <C>
Computed "expected" income tax                          (35.0)%                      (35.0)%
  benefit.......................................
Increase (decrease) resulting from:
  State income taxes, net of federal
    effect......................................           -                          (6.0)
Loss allocated to members of LLC................         35.0                          3.6
  Nondeductible amortization and
    expenses....................................           -                           7.3
                                                    ------------------          -------------------
  Effective rate tax                                       -                         (30.1)%
                                                    ==================          ===================
</TABLE>

(NOTE E) - STOCKHOLDER'S EQUITY

     Benedek  Broadcasting  has pledged 100% of the outstanding  common stock of
BLC as  collateral  for the Senior  Secured  Notes and the Term Loan  Facilities
issued by Benedek Broadcasting.

     BLC has guaranteed the obligations of Benedek  Broadcasting with respect to
the Senior Secured Notes and the Term Loan Facilities.

                                      F-29




<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Benedek Broadcasting Corporation and Subsidiary
Rockford, Illinois

     Our  audits  were made for the  purpose  of forming an opinion on the basic
consolidated   financial   statements   taken  as  a  whole.   The  consolidated
supplemental schedule is presented for purposes of complying with the Securities
and  Exchange  Commission's  rules and are not a part of the basic  consolidated
financial  statements.  These  schedules  have been  subjected  to the  auditing
procedures applied in our audits of the basic consolidated  financial statements
and, in our opinion,  are fairly stated in all material  respects in relation to
the basic consolidated financial statements taken as a whole.

                                                 /s/ McGLADREY & PULLEN, LLP

Rockford, Illinois
February 28, 1997

                                       S-1




<PAGE>



                 BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                                                                ADDITIONS
                                            BALANCE AT        BALANCES         CHARGED TO                         BALANCE AT
                                             BEGINNING       ACQUIRED IN        COSTS AND        DEDUCTIONS         END OF
                                             OF PERIOD      ACQUISITIONS        EXPENSES        DESCRIBED (1)       PERIOD
                                          --------------   --------------    --------------   ----------------  --------------
<S>                                    <C>                <C>              <C>
Deducted from asset account --
  allowance for doubtful accounts:
     Year ended December 31, 1994..........   $   91,778     $          -       $   130,622      $     122,132      $  100,268
     Year ended December 31, 1995..........      100,268                -           201,382             52,627         249,023
     Year ended December 31, 1996..........      249,023           87,808           378,330            254,696         483,519
</TABLE>

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

(1)  Uncollectible accounts written off, net of recoveries

                                       S-2




<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                                   LOCATION OF
                                                                                     EXHIBIT
                                                                                   IN SEQUENTIAL
EXHIBIT                                                                              NUMBERING
  NO.                                      DESCRIPTION                                SYSTEM
  ---                                      -----------                                -------
<S>        <C>                                                                    <C>
  3.1       --Certificate  of  Incorporation  of  the  Registrant,  as  amended,
              incorporated  by  reference  to  Exhibit  3.1 to the  Registrant's
              Registration  Statement on Form S-1, File No.  33-91412,  filed on
              April 20, 1995 (the "S-1 Registration Statement").
  3.2       --By-Laws of the Registrant,  as amended,  incorporated by reference
              to Exhibit 3.2 to the S-1 Registration Statement,  incorporated by
              reference to Exhibit 3.3 to the  Registrant's  Quarterly Report on
              Form 10-Q for the quarter ended June 30, 1996 (the "Second Quarter
              1996 10-Q").
  3.3       --Certificate  of  Incorporation  of  Benedek  License  Corporation,
              incorporated  by  reference  to Exhibit 3.3 to the Second  Quarter
              1996 10-Q.
  3.4       --By-Laws of Benedek License Corporation,  incorporated by reference
              to Exhibit 3.4 to the Second  Quarter 1996 10-Q.
  4.1      -- Indenture dated as of March 1, 1995 between the Registrant and The
              Bank of New York,  relating to the 11-7/8%  Senior  Secured  Notes
              due 2005, incorporated  by reference to Exhibit  4.1  to  the  S-1
              Registration Statement.
  4.2       --Form of 11-7/8%  Senior Secured Note due 2005 (included in Exhibit
              4.1 hereof),  incorporated  by reference to Exhibit 4.2 to the S-1
              Registration Statement.
  4.3       --First  Supplemental  Indenture  dated as of June 6, 1996 among the
              Registrant,  Benedek License Corporation and The Bank of New York,
              incorporated  by  reference  to Exhibit 4.3 to the Second  Quarter
              1996 10-Q.
 10.1       --Credit  Agreement  dated as of June 6, 1996 among the  Registrant,
              Benedek  Communications  Corporation,  the Lenders listed therein,
              Pearl Street L.P., Goldman, Sachs & Co. and Canadian Imperial Bank
              of Commerce, New York Agency, incorporated by reference to Exhibit
              10.1 to the Second Quarter 1996 10- Q.
 10.2       --Guaranty dated as of June 6, 1996 by Benedek  License  Corporation
              in favor of Canadian  Imperial Bank of Commerce,  New York Agency,
              incorporated  by reference  to Exhibit 10.2 to the Second  Quarter
              1996 10-Q.
 10.3       --Acquired  Assets  Security  Agreement  dated  as of June  6,  1996
              between the Registrant and Canadian Imperial Bank of Commerce, New
              York  Agency,  incorporated  by  reference  to Exhibit 10.3 to the
              Second Quarter 1996 10-Q.
 10.4       --Tangible  Assets  Security  Agreement  dated  as of June  6,  1996
              between  the  Registrant  and  Canadian  Imperial  Bank,  New York
              Agency,  incorporated  by  reference to Exhibit 10.4 to the Second
              Quarter 1996 10-Q.
 10.5       --Accounts  receivable  Security  Agreement dated as of June 6, 1996
              among the Registrant and Canadian  Imperial Bank of Commerce,  New
              York  Agency,  incorporated  by  reference  to Exhibit 10.5 to the
              Second Quarter 1996 10-Q.
</TABLE>




<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                   LOCATION OF
                                                                                     EXHIBIT
                                                                                   IN SEQUENTIAL
EXHIBIT                                                                              NUMBERING
  NO.                                      DESCRIPTION                                SYSTEM
  ---                                      -----------                                -------
<S>        <C>                                                                    <C>

10.6        --Merger  Agreement  dated as of June 6, 1996 between the Registrant
              and each of Brissette  Broadcasting  Corporation,  Brissette TV of
              Lansing,  Inc.,  Brissette  TV of Madison,  Inc.,  Brissette TV of
              Odessa, Inc., Brissette TV of Wichita Falls, Inc., Brissette TV of
              Springfield,  Inc.,  Brissette TV of Wausau, Inc., Brissette TV of
              Wheeling,  Inc. and Brissette TV of Peoria, Inc.,  incorporated by
              reference to Exhibit 10.6 to the Second Quarter 1996 10-Q.
10.7        --Employment  Agreement dated as of June 6, 1996 between  Registrant
              and A. Richard Benedek,  incorporated by reference to Exhibit 10.7
              to the Second Quarter 1996 10-Q.
10.8        --Employment  Agreement dated as of June 6, 1996 between  Registrant
              and K. James Yager,  incorporated  by reference to Exhibit 10.8 to
              the Second Quarter 1996 10-Q.
10.9        --Employment  Agreement dated as of June 6, 1996 between  Registrant
              and Ronald L. Lindwall, incorporated by reference to Exhibit 10.10
              to the Second  Quarter 1996 10-Q.
10.10       --Employment  Agreement dated  as of June 6, 1996 between Registrant
              and  Terrance  F. Hurley,  incorporated  by reference  to  Exhibit
              10.11 to the Second Quarter 1996 10-Q.
10.11       --Limited Waiver and First  Amendment to Credit  Agreement  dated as
              of October 31, 1996 among the Registrant,  Benedek  Communications
              Corporation,  Goldman  Sachs  Credit  Partners  L.P.,  the lenders
              listed  therein and Canadian  Imperial Bank of Commerce,  New York
              Agency,  as  Administrative  Agent,  incorporated  by reference to
              Exhibit  10.12  to  the Registrant's Quarterly Report on Form 10-Q
              for the quarter ended September 30, 1996.
*10.12      --Limited Waiver and Second  Amendment to Credit  Agreement dated as
              of February 28, 1997 among the Registrant,  Benedek Communications
              Corporation,  Goldman  Sachs  Credit  Partners  L.P.,  the lenders
              listed  therein and Canadian  Imperial Bank of Commerce,  New York
              Agency, as Administrative Agent.
*10.13      --Option   Agreement   dated  as  of  June 6, 1996  between  Benedek
              Communications Corporation and K. James Yager.
*21         --Subsidiaries of the Company.
*23.1       --Consent of  McGladrey & Pullen,  LLP with  respect to the Company.
*23.2       --Consent  of  McGladrey  & Pullen,  LLP  with  respect  to  Benedek
              License Corporation.
*27         --Financial Data Scheduled pursuant to Article 5 of Regulation S-X.
</TABLE>