<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, 1997

                            COMMISSION FILE NUMBERS:
                   BENEDEK BROADCASTING CORPORATION 33-78792
                  BENEDEK COMMUNICATIONS CORPORATION 333-09529
                            ------------------------

                        BENEDEK BROADCASTING CORPORATION
                                      AND
                       BENEDEK COMMUNICATIONS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                            ------------------------

<TABLE>
<S>                                    <C>                                  <C>
               DELAWARE                 BENEDEK BROADCASTING CORPORATION                  13-2982954
               DELAWARE                BENEDEK COMMUNICATIONS CORPORATION                 36-4076007
    (STATE OR OTHER JURISDICTION OF                                          (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
</TABLE>

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

<TABLE>
<S>                                    <C>                                  <C>
                                          SUBSIDIARY GUARANTOR REGISTRANT
      BENEDEK LICENSE CORPORATION                   DELAWARE                              36-4081877
  (EXACT NAME OF SUBSIDIARY GUARANTOR    (STATE OR OTHER JURISDICTION OF      (I.R.S EMPLOYER IDENTIFICATION NO.)
     AS SPECIFIED IN ITS CHARTER)        INCORPORATION OR ORGANIZATION)
</TABLE>

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

<TABLE>
<S>                                                   <C>
            100 PARK AVENUE                              61101
          ROCKFORD, ILLINOIS                           (ZIP CODE)
    (ADDRESS OF PRINCIPAL EXECUTIVE
               OFFICES)
</TABLE>

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

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

<TABLE>
<S>                                               <C>

                                                  NAME OF EACH EXCHANGE
         TITLE OF EACH CLASS:                      ON WHICH REGISTERED:
                 None                                      None
</TABLE>

         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                     None

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

     Indicate by check mark whether the registrants (1) have 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) have been subject to such filing
requirements for the past 90 days. Yes [x]     No [ ]

     100% of the voting common stock of Benedek Communications Corporation is
owned by affiliates thereof. 100% of the voting common stock of Benedek
Broadcasting Corporation is owned by Benedek Communications Corporation.

     Indicate the number of shares outstanding of each of Benedek Broadcasting
Corporation's classes of common stock as of the latest practicable date: At
March 24, 1998, there were outstanding 148.85 shares of common stock, without
par value.

     Indicate the number of shares outstanding of each of Benedek Communications
Corporation's classes of common stock, as of the latest practicable date: At
March 24, 1998, there were outstanding 7,400,000 shares of common stock, $0.01
par value.
________________________________________________________________________________






<PAGE>
                      BENEDEK BROADCASTING CORPORATION AND
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                               INDEX TO FORM 10-K

<TABLE>
<CAPTION>
  ITEM
 NUMBER                                                                                                        PAGE
---------                                                                                                      ----
<C>       <C>    <S>                                                                                           <C>
                                                           PART I
  Item       1.  Business...................................................................................      1
  Item       2.  Properties.................................................................................     29
  Item       3.  Legal Proceedings..........................................................................     32
  Item       4.  Submission of Matters to a Vote of Security Holders........................................     32

                                                           PART II
  Item       5.  Market for Registrant's Common Equity and Related Stockholder Matters......................     33
  Item       6.  Selected Financial Data....................................................................     33
  Item       7.  Management's Discussion and Analysis of Financial Condition and Results of Operations......     35
  Item      7A.  Quantitative and Qualitative Disclosures About Market Risk.................................     44
  Item       8.  Financial Statements and Supplementary Data................................................     44
  Item       9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......     44

                                                          PART III
  Item      10.  Directors and Executive Officers of the Registrant.........................................     45
  Item      11.  Executive Compensation.....................................................................     47
  Item      12.  Security Ownership of Certain Beneficial Owners and Management.............................     48
  Item      13.  Certain Relationships and Related Transactions.............................................     48

                                                           PART IV
  Item      14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K............................     49

Signatures  ................................................................................................     53
</TABLE>






<PAGE>
                                     PART I

ITEM 1. BUSINESS.

     This Annual Report on Form 10-K contains forward-looking statements that
involve risks and uncertainties. Wherever possible, the Company (as defined) has
identified these forward looking statements by words such as 'anticipates,'
'believes,' 'estimates,' 'expects' and similar expressions. 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, pricing fluctuations in local
and national advertising, program ratings and changes in programming costs,
among other factors. The Company assumes no obligation to update publicly any
forward looking statements, whether as a result of new information, future
events or otherwise. Discussions containing such forward looking statements may
be found in the materials set forth under 'Item 1. Business,' 'Item 3. Legal
Proceedings' and 'Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations' contained herein.

     Except as otherwise provided, the financial data set forth herein is
derived from the historical financial statements of Benedek Communications
Corporation ('Benedek Communications') and its wholly-owned subsidiary, Benedek
Broadcasting Corporation, prepared in accordance with generally accepted
accounting principles. Unless the context requires otherwise, references to the
'Company' refer to Benedek Communications and Benedek Broadcasting Corporation
and its wholly-owned subsidiary, Benedek License Corporation ('BLC'). Unless the
context requires otherwise, references to 'Benedek Broadcasting' refer to
Benedek Broadcasting Corporation and BLC. The Company is a holding company with
minimal separate operations from its operating subsidiary, Benedek Broadcasting.
Separate financial information has been provided for each entity and, where
appropriate, separate disclosures. Such historical financial data includes the
results of operations of five television stations acquired from Stauffer
Communications, Inc. (the 'Stauffer Stations') and the eight television stations
acquired by reason of the acquisition of all of the capital stock of Brissette
Broadcasting Corporation (the 'Brissette Stations,' and together with the
Stauffer Stations, the 'Acquired Stations') from the date of such acquisitions
(the 'Acquisitions') on June 6, 1996. As used herein, 'Same Station' data refers
to the historical results of operations of all the Stations (as defined)
currently owned by the Company as if such Stations were owned by the Company
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 the Company prior to 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
non-cash compensation less payments for program broadcast rights. 'Consolidated
Adjusted EBITDA' as defined in the Company's Credit Agreement excludes from the
foregoing definition certain non-cash 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

     The Company owns 23 network-affiliated television stations (the 'Stations')
in the United States. The Stations owned by the Company are diverse in
geographic location 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, four are affiliated with
NBC and one is affiliated with Fox. Additionally, the Company has entered into
agreements 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 Stations are located in markets ranked in size from 84 to 200 out of
the 211 markets surveyed by A.C. Nielsen Company ('Nielsen'). The Company's
broadcast signals reach approximately 2.9

                                       1




<PAGE>
million households, representing more than 20% of all television households in
the markets which rank above 100. The Company 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. The
Company targets small and medium-sized markets that have stable employment and
population and a diverse base of employers. The markets targeted by the Company
generally have population centers that share common community interests and are
receptive to local programming. The Company believes that network affiliations
with one of the four established networks provides its Stations with an
established audience and reputation for national news, sports and entertainment
programming. With the established audiences provided by network affiliations,
management seeks to enhance the ratings of its local news and non-network
programming and increase revenues while controlling costs.

     The Company 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
United States households is likely to accelerate this trend. The Company's
growth strategy is to become one of the leading group owners of small to
medium-sized market television stations in the United States. In connection
therewith, in June 1996 the Company acquired five network-affiliated television
stations from Stauffer Communications, Inc. ('Stauffer') and all of the capital
stock of Brissette Broadcasting Corporation ('Brissette') which owned eight
network-affiliated television stations. The Company believes that the
Acquisitions have created economies of scale which have (i) improved its ability
to negotiate more favorable arrangements with program suppliers, national sales
representation firms, equipment vendors and television networks, (ii) enabled it
to develop program consortiums for regional news and sports programming and
(iii) enhanced its ability to attract and retain strong Station management and
on-air talent.

STRATEGY

     The Company'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. In addition, the Company is supported by a team of senior
vice presidents, who directly oversee the day-to-day operations of the Stations.
Terrance F. Hurley, Raymond P. Maselli and Raymond J. Schonbak who manage nine,
seven and seven of the Stations, respectively, each have significant experience
operating and managing broadcast television stations. Management's primary
operating strategy is to maximize each Station's advertising revenue through the
production of 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:

          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 news and on-going 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.

          The Company 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 the Company to maximize advertising
     rates.

          Management of the Company 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-

                                       2




<PAGE>
     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.

          Nine of the 23 Stations are the number one ranked news stations in
     their respective markets. Since the Acquisitions in June 1996, the Company
     has added 62 hours of local news programming per week to the Acquired
     Stations' programming schedules.

          SYNDICATED PROGRAMMING. The Company selectively purchases first run
     and off-network syndicated programming designed to reach specific
     demographic groups attractive to advertisers. Currently, the three most
     highly-rated syndicated programs airing during the hour preceding network
     prime time are 'Wheel of Fortune,' 'Jeopardy' and 'Home Improvement.' In
     early fringe and daytime periods (generally, 9:00 am to 5:00 pm), the three
     most highly-rated syndicated programs are 'The Oprah Winfrey Show,' 'The
     Jerry Springer Show' and 'The Rosie O'Donnell Show.' The Company broadcasts
     'Wheel of Fortune' on 13 of the Stations, 'Jeopardy' on eight of the
     Stations, 'Home Improvement' on eight of the Stations, 'The Oprah Winfrey
     Show' on eight of the Stations, 'The Rosie O'Donnell Show' on five of the
     Stations and 'The Jerry Springer Show' on one of the Stations.
     Additionally, the Company broadcasts other highly-rated first run
     syndicated programs on several of the Stations including 'Live with Regis &
     Kathie Lee,' 'Montel Williams' and 'Sally Jessy Raphael.' A number of the
     Stations also broadcast other highly-rated off-network syndicated programs
     including 'Seinfeld,' 'Mad About You' and 'Frasier.' Further, the Company
     has acquired the rights to broadcast the newly syndicated programs 'The
     Roseanne Show,' 'Friends' and 'Hollywood Squares' beginning in the fall of
     1998.

          The Company 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. The Company has been able to purchase syndicated
     programming at attractive rates in part as a result of the limited
     competition for such programming in the Company's markets. As a result of
     the limited competition from other broadcasters purchasing syndicated
     programming in the small and medium-sized markets served by the Company,
     cash program expense as a percentage of net revenues for the Stations was
     3.4% and 4.7% in 1996 and 1997, respectively, as compared to approximately
     7.6% for all network-affiliated stations in 1996.

          In addition, since the Acquisitions, the Company has made significant
     changes to the Acquired Stations' syndicated programming schedules,
     including adding some of the most highly-rated programs to their current
     broadcast schedules, as well as obtaining the rights to several of the most
     highly sought after newly syndicated programs for the 1998 broadcast
     season.

          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 the Company 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 the Company to react promptly to changes in the national and
     local advertising climate and better maintain consistent Adjusted EBITDA.

          Trained and experienced sales personnel sell local advertising for the
     Company in each of its markets. The Company focuses on local advertisers by
     producing their commercials, producing news and informational programming
     with local advertiser appeal and sponsoring or co-promoting local events
     and activities that give local advertisers unique value-added community
     identity.

                                       3




<PAGE>
     Approximately 56.1% of the Company's gross revenues in 1997 were generated
     from local and regional advertisers.

          FINANCIAL PLANNING AND CONTROLS. Management emphasizes strict control
     of the Company's programming and operating costs as an important factor in
     increasing broadcast cash flow. The Company continually seeks to identify
     and implement cost savings opportunities. Furthermore, the Company
     maintains a detailed budgeting process and reviews performance relative to
     budget monthly with respect to both revenues and expenses, thereby enabling
     management to react promptly to changes in market conditions. Management of
     the Company believes that controlling costs is an essential factor in
     achieving and maintaining profitability. The Company intends to continue to
     identify opportunities to increase Adjusted EBITDA through its on-going
     strategic planning and budgeting process.

          FUTURE ACQUISITIONS AND OPPORTUNITIES. The Company 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 the Company believes it can successfully implement its
     operating strategy and where such stations can be acquired on financially
     acceptable terms. Additionally, the Company has entered into 10 year
     agreements 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 scheduled to begin service in September 1998.

BACKGROUND OF THE COMPANY

     The Company was incorporated under the laws of the State of Delaware on
April 10, 1996. Benedek Broadcasting was incorporated under the laws of the
State of Delaware on January 22, 1979. Benedek Broadcasting is a wholly-owned
subsidiary of the Company. The principal executive offices of the Company and
Benedek Broadcasting are located at 100 Park Avenue, Rockford, Illinois 61101.
The telephone number at the executive offices is (815) 987-5350.

                                       4




<PAGE>
THE STATIONS

     The following table sets forth certain information for each of the Stations
and the markets they serve:

<TABLE>
<CAPTION>
                                                                    NUMBER OF
                                                                    COMMERCIAL
                                                                     STATIONS         STATION
                 MARKET       CALL                       NETWORK        IN            RANK IN          STATION           CABLE
  MARKET AREA   RANK(a)    LETTERS     CHANNEL(b)      AFFILIATION  MARKET(a)        MARKET(c)        RATING(a)      PENETRATION(a)
--------------- --------   -------     ----------      ------------ ----------      ------------      ---------      --------------
<S>             <C>       <C>          <C>             <C>          <C>             <C>               <C>            <C>
Madison,            84    WMTV(TV)         15              NBC           4                2                4                62%
  Wisconsin

Youngstown,         97        WYTV         33              ABC           3                2                5                73%
  Ohio

Springfield and    103    WWLP(TV)         22              NBC           2                1                6                82%
  Holyoke,
  Massachusetts

Lansing,           105     WILX-TV         10              NBC           4                2                4                67%
  Michigan

Peoria and         110    WHOI(TV)         19              ABC           4                3                4                72%
  Bloomington,
  Illinois

Santa Barbara,     115     KCOY-TV         12              CBS           4                2                3                83%
  Santa Maria
  and
  San Luis
  Obispo,
  California

Duluth,            134     KDLH-TV          3              CBS           3                2                5                51%
  Minnesota and
  Superior,
  Wisconsin

Rockford,          135     WIFR-TV         23              CBS           4                1                5                69%
  Illinois

Wausau and         136     WSAW-TV          7              CBS           3                1                6                53%
  Rhinelander,
  Wisconsin

Wheeling, West     138     WTRF-TV          7              CBS           2                2                7                77%
  Virginia and
  Steubenville,
  Ohio

Topeka, Kansas     139     WIBW-TV         13              CBS           4                1                6                72%

Wichita Falls,     144     KAUZ-TV          6              CBS           4                1                5                68%
  Texas and
  Lawton,
  Oklahoma

Columbia and       145    KMIZ(TV)         17              ABC           5                3                3                61%
  Jefferson
  City,
  Missouri

Columbia and       145       KO2NQ(d)       2(d)           FOX           5(d)             4(d)           N/A                61%
  Jefferson        145       K11TB(d)      11(d)           FOX           5(d)             4(d)           N/A                61%
  City,
  Missouri

Odessa and         150     KOSA-TV          7              CBS           4                2                4                74%
  Midland,
  Texas

Quincy,            160     KHQA-TV          7              CBS           2                1                7                61%
  Illinois,
  Hannibal,
  Missouri and
  Keokuk, Iowa

Dothan, Alabama    173     WTVY-TV          4              CBS           3                1                8                69%
Panama City,       157     WTVY-TV          4              CBS           4                3                4                67%
  Florida

Harrisonburg,      177     WHSV-TV          3              ABC           1                1                7                76%
  Virginia

Bowling Green,     182     WBKO-TV         13              ABC           2                1                8                56%
  Kentucky

Meridian,          183     WTOK-TV         11              ABC           3                1                8                54%
  Mississippi

Parkersburg,       186     WTAP-TV         15              NBC           1                1               10                78%
  West Virginia

Cheyenne,          195     KGWN-TV          5              CBS           3                1(h)             5(h)             73%(h)
  Wyoming and      195     KSTF-TV(e)      10              CBS            (g)              (h)              (h)                (h)
  Scottsbluff,     195     KTVS-TV(e)       3              CBS            (g)              (h)              (h)                (h)
  Nebraska

Casper and         200     KGWC-TV         14              CBS           4                2(i)             3(i)             66%(i)
  Riverton,        200     KGWL-TV(f)       5              CBS            (g)              (i)              (i)                (i)
  Wyoming          200     KGWR-TV(f)      13              CBS            (g)              (i)              (i)                (i)
</TABLE>

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

 (a) Based on data complied from the November 1997 Nielsen surveys.

 (b) 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.

 (c) Station Rank in Market is a Station's rank in the market among all
     commercial stations in a Station's market, measured by such Station's
     average rating during the measurement period Sunday through Saturday, 6:00
     am to 2:00 am.

 (d) KO2NQ and K11TB are low-power broadcast television stations operated by
     KMIZ(TV) and distributed primarily via cable television. These two Stations
     began operating in September 1997 as a single entity operating from one
     facility and offering an identical programming schedule. Additionally, such
     Stations are treated as one station for purposes of determining the number
     of commercial stations in the market and rank in the market.

 (e) Satellite station of KGWN-TV.

 (f) Satellite station of KGWC-TV.

 (g) Satellite stations are not considered distinct stations in this market for
     Nielsen purposes.

 (h) Station Rank, Station Rating 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.

 (i) Station Rank, Station Rating 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.

                                       5




<PAGE>
WMTV(TV) (NBC) MADISON, WISCONSIN

     Market Description. The Madison designated market area ('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 1997. 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 Company 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 316,370 television households and a population
of approximately 823,000. This market has a cable penetration rate of 62%.
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. In addition, a UPN affiliate broadcasting on a UHF channel is
scheduled to begin operations on May 1, 1998.

     Station Performance. According to the 1997 Nielsen ratings reports,
WMTV(TV) was ranked number two in its market with a 4 rating and a 15% share of
households viewing television. WMTV(TV) is currently the number three ranked
news station in the Madison market. Since being acquired in June 1996 by the
Company, the Station has expanded its weekday morning newscast from 30 to 90
minutes and added a weekly local sports program on Sunday evening. Currently,
the Station airs 19 hours and five minutes of local news programming per week as
opposed to 13 hours and 35 minutes it broadcast each week prior to being
acquired by the Company. WMTV(TV)'s special value-added local sales efforts in
1997 included 'Neighborhood WeatherNet,' placing fully-automated weather
monitoring systems at local schools, 'Kids Matter,' a program promoting the
accomplishments of children, 'Help-A-Thons,' special events mobilizing the
community towards a common cause, and 'Share Your Holiday,' Madison's largest
annual food drive. Further, the Station provides extensive local coverage of
University of Wisconsin and other Big Ten conference basketball and football
games. Since being acquired by the Company, the Station has added 'Jeopardy' to
its syndicated programming schedule. WMTV(TV)'s first run syndicated programming
also includes 'Wheel of Fortune' and 'Live with Regis & Kathie Lee.' In
addition, beginning in the fall of 1998, the Station will air 'Hollywood
Squares' and 'Donny and Marie.'

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 75 miles of Cleveland, Ohio to the northwest and 60 miles of Pittsburgh,
Pennsylvania to the southeast. The Youngstown economy is historically based on
the processing of steel and allied industries. While still part of a major steel
producing area, Youngstown's economy has diversified and is now primarily
manufacturing based. Some of the major employers in the area include the Buick,
Oldsmobile and Cadillac Division of General Motors Corporation, the Delphi
Packard Electric Corporation Division of General Motors Corporation, St.
Elizabeth's Health 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 12,000 students.

     Station History and Characteristics. WYTV was originally licensed in 1953
to serve Youngstown, Ohio. The Youngstown market is ranked 97th in the United
States, with approximately 273,960 television households and a population of
approximately 725,000. This market has a cable penetration

                                       6




<PAGE>
rate of 73%. WYTV is broadcast on UHF channel 33 and is an ABC affiliate. The
Company 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.

     Station Performance. According to the 1997 Nielsen ratings reports, WYTV
was ranked number two in its market with a 5 rating and a 14% share of
households viewing television. WYTV currently is the number two ranked news
station in this market and broadcasts 16 hours of local news programming per
week. WYTV's special value-added local sales efforts in 1997 included
'LiveLine,' a program focusing on issues ranging from health care to legal
concerns, 'Success By Six,' a project encouraging educational growth in young
children, 'WeatherSchool,' an educational project undertaken with area schools
to build interest in weather and science, and 'Hot Fun in the Summertime,' a
sales promotion targeting non-traditional advertisers. WYTV's first run and
off-network syndicated programming includes 'Wheel of Fortune,' 'Jeopardy,'
'Home Improvement' and 'The Rosie O'Donnell Show.' Additionally, beginning in
the fall of 1998, the Station will add 'Friends' to its off-network syndicated
programming schedule.

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 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 the 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 103rd
largest market in the United States, with approximately 243,020 television
households and a population of approximately 666,000. This market has a cable
penetration rate of 82%. WWLP(TV) is broadcast on UHF channel 22 and is an NBC
affiliate. The Company acquired WWLP(TV) in June 1996. 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.

     Station Performance. According to the 1997 Nielsen ratings reports,
WWLP(TV) was ranked number one in its market with a 6 rating and 21% share of
households viewing television. WWLP(TV) is the number one ranked news station in
this market and currently broadcasts 24 hours of local news programming per
week. WWLP(TV)'s special value-added local sales efforts in 1997 included 'As
Schools Match Wits,' the nation's longest running locally produced quiz show in
which area high school students compete academically, participation in the
Easter Seals and Children's Miracle Network Telethons, and various community
projects run in conjunction with organizations such as The Ronald McDonald
House, The Girl Scouts, Alzheimers Association, and The United Way. WWLP(TV)'s
first run syndicated programming includes 'Wheel of Fortune,' 'Jeopardy' and
'Live with Regis & Kathie Lee.' Additionally, beginning in the fall of 1998, the
Station will add 'The Roseanne Show' to its first run syndicated programming
schedule.

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 is
diversified among the manufacturing, education and service industries. Prominent
employers in the area include General Motors Corporation, Meijer, Inc., Michigan
Capital Healthcare and Michigan National Bank. Additionally, there are many
smaller companies, employing in excess of

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3,000 people, that provide auto parts to General Motors. Moreover, KieKert AG
and Swedish Plannja HardTeck plan on constructing new plants in the Lansing
area. 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 105th in the United
States, with approximately 236,150 television households and a population of
approximately 638,000. This market has a cable penetration rate of 67%. 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.

     Station Performance. According to the 1997 Nielsen ratings reports, WILX-TV
was ranked number two in its market with a 4 rating and a 15% share of
households viewing television. WILX-TV is currently the number two ranked news
station in this market. Since being acquired in June 1996 by the Company, the
Station has expanded its weekday morning newscast from 60 to 90 minutes.
Currently, the Station airs 21 hours and 10 minutes of local news programming
per week as opposed to 18 hours and 40 minutes it broadcast each week prior to
being acquired by the Company. Additionally, WILX-TV airs the only weekend
morning newscast in its market. WILX-TV's special value-added local sales
efforts in 1997 included 'Kids Count,' a campaign to reach mentors for children,
'Route 10,' a series of human interest reports from Mid-Michigan and 'First
Class,' a project saluting successes in the educational arena. Since being
acquired by the Company, the Station has added 'Sally Jessy Raphael' to its
syndicated programming schedule. WILX-TV's first run and off-network syndicated
programming also includes 'Wheel of Fortune,' 'Jeopardy,' 'Seinfeld' and 'Live
with Regis & Kathie Lee.' In addition, the Station has added 'The Roseanne Show'
to its syndicated programming schedule for the fall of 1998.

WHOI(TV) (ABC) PEORIA AND BLOOMINGTON, ILLINOIS

     Market Description. The Peoria-Bloomington DMA consists of nine 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 225,370 television households and a
population of approximately 600,000. This market has a cable penetration rate of
72%. 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.

     Station Performance. According to the 1997 Nielsen ratings reports,
WHOI(TV) was ranked number three in its market with a 4 rating and a 13% share
of households viewing television. WHOI(TV) currently is the number three ranked
news station in this market. Since being acquired in June 1996 by the Company,
the Station has added a weekday newscast at 5:00 pm and expanded its morning
newscast from 60 to 90 minutes. Currently, the Station airs 18 hours and 30
minutes of local news programming per week as opposed to 13 hours and 30 minutes
it broadcast each week prior to being acquired by the Company. WHOI(TV)'s
special value-added local sales efforts in 1997 included 'Foodshare Canathon,' a
community food drive, 'Touch-A-Topic,' a free phone service allowing viewers
access to hundreds of useful topics and 'First Warn,' providing weather
information on a 24-hour basis. In addition WHOI(TV) sponsors community events
such as 'The Peoria Art Guild Fine Art Fair,' 'The John Keets March for AIDS
Research and Education' and 'The Jingle Bell Run for Arthritis.' WHOI(TV)'s
first run and off-network syndicated programming includes 'Home Improvement,'
'Live with Regis & Kathie Lee,' 'Entertainment Tonight' and 'Married . . . With
Children.'

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Additionally, beginning in the fall of 1998, the Station will add 'The Roseanne
Show' to its first run syndicated programming schedule.

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

     Market Description. The Santa Barbara - Santa Maria - San Luis Obispo DMA
consists of two 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 Corporation. The area is also site
of the Vandenberg United States Air Force Base with approximately 9,000
military, civil service and civilian employees. Currently, the base is not on
the government list of facilities to be closed, but there can be no assurance
that such status will not change in the future. 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
216,820 television households and a population of approximately 630,000. This
market has a cable penetration rate of 83%. KCOY-TV 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 a Fox
affiliate which broadcasts on a UHF channel. Until recently, KCOY-TV was
negatively impacted by the cable television retransmission in Santa Barbara of
KCBS, Los Angeles, California. However, in September 1995, KCOY-TV was granted
non-duplication protection against KCBS and is now the only CBS affiliate whose
programming is available on the Santa Barbara cable system.

     Station Performance. According to the 1997 Nielsen ratings reports, KCOY-TV
was ranked number two in its market with a 3 rating and a 10% share of
households viewing television. KCOY-TV currently is the number three ranked news
station in this market. Since being acquired in June 1996 by the Company, the
Station has added an hour-long weekday morning newscast and a weekday newscast
at 5:00 pm. Currently, the Station airs 22 hours of local news programming per
week as opposed to 11 hours and 35 minutes it broadcast each week prior to being
acquired by the Company. KCOY-TV's special value-added local sales efforts in
1997 included 'Health and Fitness Drive,' a campaign to promote health and
fitness in the community, 'Santa Maria Symphony Drive,' a project to create
awareness and support of the arts, 'WeatherNet,' placing fully-automated weather
monitoring systems at local schools and 'The Crystal Apple Awards,' saluting
area teachers. Further KCOY-TV sponsors local events such as 'The Santa Barbara
Autumn Arts & Wine Festival' and 'Danish Days.' KCOY-TV's first run syndicated
programming includes 'Montel Williams,' 'Martha Stewart Living,' 'Entertainment
Tonight' and 'Real TV.' Additionally, beginning in the fall of 1998, the Station
will add 'Hollywood Squares' to its first run syndicated programming schedule.

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 corporations
with facilities in the area include Minnesota Power, US West Communications,
Duluth, Missabe & Iron Range Railway 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

                                       9




<PAGE>
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
169,270 television households and a population of approximately 431,000. This
market has a cable penetration rate of 51%. KDLH-TV is broadcast on VHF channel
3 and is a CBS affiliate. The Company acquired KDLH-TV in 1985. KDLH-TV competes
with both an ABC and NBC affiliate which are also broadcast on VHF channels.

     Station Performance. According to the 1997 Nielsen ratings reports, KDLH-TV
was ranked number two in its market with a 5 rating and a 17% share of
households viewing television. KDLH-TV currently is the number three ranked news
station in this market and broadcasts 16 hours and 30 minutes of local news
programming per week. KDLH-TV's special value-added local sales efforts in 1997
included 'Safe Kids Expo,' an event promoting and teaching child safety, 'Our
Town,' programs providing one week salutes to area communities, 'Zoo Year's
Eve,' an annual family event held at the Lake Superior Zoo, the exclusive
television sponsorship of the Duluth Bayfront Blues Fest which had attendance of
approximately 75,000 and various projects under the 'Volunteer 3' banner.
KDLH-TV also presents local coverage of UMD Bulldog Hockey and area high school
hockey. KDLH-TV's first run and off-network syndicated programming includes
'Seinfeld,' 'Montel Williams,' 'Martha Stewart Living' and 'Frasier.' In
addition, the Station will begin airing 'The Roseanne Show' and 'Donny & Marie'
in the fall of 1998.

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 healthcare,
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, 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 AMCORE Bank N.A., 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 166,510 television
households and a population of approximately 438,000. This market has a cable
penetration rate of 69%. WIFR-TV is broadcast on UHF channel 23 and is a CBS
affiliate. The Company 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 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.

     Station Performance. According to the 1997 Nielsen ratings reports, WIFR-TV
was ranked number one in its market with a 5 rating and a 17% share of
households viewing television. WIFR-TV currently is the number one ranked news
station in this market. The Station has recently expanded its weekday morning
newscast from 60 to 90 minutes and airs 21 hours and 30 minutes of local news
programming per week. WIFR-TV's special value-added local sales efforts in 1997
included a summer long promotion called 'Celebrate Rockford,' and a fourth
quarter promotion called 'Kids Checks,' which generated local revenue and raised
money for local schools. In January 1998, WIFR-TV broadcast a two hour telethon
in prime-time and raised over $100,000 for a local homeless shelter. WIFR-TV is
also this market's Big Ten Football and Basketball network station. WIFR-TV's
first run syndicated

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<PAGE>
programming includes 'The Oprah Winfrey Show,' 'Inside Edition' and 'Martha
Stewart Living.' Additionally, beginning in the fall of 1998, the Station will
add 'The Roseanne Show' to its first run syndicated programming schedule.

WSAW-TV (CBS) WAUSAU AND RHINELANDER, WISCONSIN

     Market Description. The Wausau-Rhinelander DMA consists of 11 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 cheddar cheese and ginseng. Prominent
corporations with facilities in the greater Wausau area include Wausau Insurance
Companies, Sentry Insurance, Kolbe & Kolbe Millwork, Inc., Weyerhauser Co.,
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 162,820 television households and a
population of approximately 438,000. This market has a cable penetration rate of
53%. 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.

     Station Performance. According to the 1997 Nielsen ratings reports, WSAW-TV
was ranked number one in its market with a 6 rating and a 24% share of
households viewing television. WSAW-TV currently is the number two ranked news
station in the market. Since being acquired in June 1996 by the Company, the
Station has added an hour-long weekday morning newscast and a weekday newscast
at 5:00 pm. Currently, the Station airs 22 hours and 45 minutes of local news
programming per week as opposed to 16 hours and 45 minutes it broadcast each
week prior to being acquired by the Company. WSAW-TV's special value-added local
sales efforts in 1997 included 'WeatherSchool,' an educational project
undertaken with area schools to build interest in weather and science,
'WeatherNet,' placing fully-automated weather monitoring systems at local
schools and 'Behind The Headlines,' a weekly news magazine designed to inform
and educate viewers about current local issues. WSAW-TV's first run and
off-network syndicated programming includes 'Home Improvement,' 'Live with Regis
& Kathie Lee,' 'Montel Williams' and 'Martha Stewart Living.' In addition, the
Station will begin airing 'The Roseanne Show' in the fall of 1998.

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
Pharmaceutical, 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 138th in the United States, with approximately 157,770
television households and a population of approximately 409,000. This market has
a cable penetration rate of 77%. 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.

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     Station Performance. According to the 1997 Nielsen ratings reports, WTRF-TV
was ranked number two in its market with a 7 rating and an 18% share of
households viewing television. WTRF-TV currently is the number two ranked news
station in this market. Since being acquired in June 1996 by the Company, the
Station has added an hour-long weekday morning newscast at 5:00 am. Currently,
the Station airs 24 hours and 53 minutes of local news programming per week as
opposed to 19 hours and 53 minutes it broadcast prior to being acquired by the
Company. WTRF-TV's special value-added local sales efforts in 1997 included
'HealthLine,' a live program offering information and seminars to seniors and
'Best of the Class,' a program recognizing accomplished students. In addition,
the Station produces 'Call It Home,' one week salutes to area communities and
'The Santa Claus Program,' which provides children the opportunity to write
letters to Santa c/o WTRF-TV as part of a long-running holiday event. WTRF-TV's
first run and off-network syndicated programming includes 'Home Improvement,'
'Live with Regis & Kathie Lee,' 'Martha Stewart Living,' 'Grace Under Fire' and
'Frasier.' In addition, the Station will begin airing 'Hollywood Squares' in the
fall of 1998.

WIBW-TV (CBS) TOPEKA, KANSAS

     Market Description. The Topeka DMA consists of 15 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, Jostens 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, 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 139th in the United
States with approximately 156,800 television households and a population of
414,000. This market has a cable penetration rate of 72%. WIBW-TV is broadcast
on VHF channel 13 and is a CBS affiliate. The other two commercial stations in
the market, affiliates of ABC and NBC, are broadcast on UHF channels with
smaller broadcast coverage than WIBW-TV.

     Station Performance. According to the 1997 Nielsen ratings reports, WIBW-TV
was ranked number one in its market with a 6 rating and a 22% share of
households viewing television. WIBW-TV currently is the number one ranked news
station in this market. Since being acquired in June 1996 by the Company, the
Station has expanded its weekday morning newscast from 30 minutes to two hours.
Currently, the Station airs 22 hours and 30 minutes of local news programming
per week as opposed to 15 hours it broadcast each week prior to being acquired
by the Company. WIBW-TV's special value-added local sales efforts in 1997
included 'WeatherSchool,' an educational project undertaken with area schools to
build interest in weather and science, 'WeatherNet,' placing fully-automated
weather monitoring systems at local schools, and participation in such events as
'The MDA Telethon,' 'The Great Topeka Duck Race' and 'The Bridal Fair.' Further
WIBW-TV produces the long-running quiz show 'High Q' and presents the annual
'CBS-13 Christmas Parade.' WIBW-TV's first run syndicated programming includes
'Wheel of Fortune,' 'Montel Williams' and 'Martha Stewart Living.' Additionally,
beginning in the fall of 1998, the Station will add 'The Roseanne Show' to its
first run syndicated programming schedule.

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

     Market Description. The Wichita Falls-Lawton DMA consists of 17 counties,
11 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

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<PAGE>
in the area include the Cryovac Division of W.R. Grace & Co., the Mechanics
Tools 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. The area is
also home to the Sheppard United States Air Force Base which trains over 20,000
military, civilian and allied students, annually. Currently, the base is not on
the government list of facilities to be closed, but there can be no assurance
that such status will not change in the future.

     Station History and Characteristics. KAUZ-TV was originally licensed in
1953 to serve the Wichita Falls area. The Wichita Falls-Lawton market is ranked
144th in the United States, with approximately 152,400 television households and
a population of approximately 418,000. This market has a cable penetration rate
of 68%. 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.

     Station Performance. According to the 1997 Nielsen ratings reports, KAUZ-TV
was ranked number one in its market with a 5 rating and a 15% share of
households viewing television. KAUZ-TV currently is the number three ranked news
station in this market. Currently, the Station airs 15 hours of local news
programming per week as opposed to 14 hours and 30 minutes it broadcast each
week prior to being acquired by the Company. KAUZ-TV's special value-added local
sales efforts in 1997 included 'Safe Kids Safari,' an event promoting and
teaching child safety, 'The Texoma Farm and Ranch Show,' a program presenting
the latest agricultural products and services and 'Race For The Cure,' an annual
event to benefit cancer research. In addition, KAUZ-TV presents 'Friday Night
High School Football Update' and a local sports program focusing on Midwestern
State University Football. Since being acquired in June 1996 by the Company, the
Station has added 'Jeopardy' and 'Sally Jessy Raphael' to its first run
syndicated programming schedule. KAUZ-TV's first run syndicated programming also
includes 'Wheel of Fortune,' 'The Oprah Winfrey Show' and 'The Jerry Springer
Show.'

KMIZ(TV) (ABC) COLUMBIA AND JEFFERSON CITY, MISSOURI
KO2NQ (FOX) COLUMBIA, MISSOURI
K11TB (FOX) JEFFERSON CITY, MISSOURI

     Market Description. The Columbia-Jefferson City DMA consists of 14 counties
in central Missouri. Columbia and Jefferson City, approximately 30 miles apart,
are situated in the center of Missouri within 125 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, Columbia
Foods, Scholastic Books, ABB Power T&D Company, Dana Corporation, 3M 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. Currently, these locations are not on the
government list of facilities to be closed, but there can be no assurance that
such status will not change in the future.

     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 147,850
television households and a population of approximately 395,000. This market has
a cable penetration rate of 61%. KMIZ(TV) is broadcast on UHF channel 17 and is
an ABC affiliate. KMIZ(TV) competes with three full power commercial stations,
affiliates of CBS and NBC, which broadcast on VHF channels, and a Warner Bros.
affiliate, which broadcasts on a UHF channel.

     Station Performance. According to the 1997 Nielsen ratings reports,
KMIZ(TV) was ranked number three in its market with a 3 rating and a 12% share
of households viewing television. KMIZ(TV) currently is the number three ranked
news station in this market. Since being acquired in

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June 1996 by the Company, the Station has added a weekday 5:00 pm newscast and a
weekday rebroadcast of its 10:00 pm newscast. In addition, KMIZ(TV) has added an
hour-long weekday morning newscast. Currently, the Station airs 20 hours and 27
minutes of local news programming per week as opposed to 8 hours and 51 minutes
it broadcast each week prior to being acquired by the Company. KMIZ(TV)'s
special value-added local sales efforts in 1997 included the sponsorship and
live broadcast of the 'Fire in the Sky' Fourth of July fireworks celebration,
'Partners in Education' and 'Excellence in Mid-Missouri,' two campaigns to
recognize and encourage educational development, and numerous events benefiting
area charities such as The American Heart Association, Central Missouri Food
Bank, The Leukemia Society and The March of Dimes. Since being acquired by the
Company, the Station has added 'The Rosie O'Donnell Show' to its first run
syndicated programming schedule. KMIZ(TV)'s first run and off-network syndicated
programming also includes 'Home Improvement,' 'Seinfeld,' 'Live with Regis &
Kathie Lee' and 'Mad About You.' In addition, KMIZ(TV) will begin airing 'The
Roseanne Show' in the fall of 1998.

     During August 1997, the Company completed the purchase of the television
broadcasting licenses and certain equipment of two low-power television stations
located in Columbia and Jefferson City, Missouri for a purchase price of $0.2
million. One-half of the purchase price was paid at closing with the remainder
due in two installments during 1998 and 1999. Concurrently with such purchase,
the Company entered into network affiliation agreements for such Stations with
the Fox Television Network. These two Stations began operating in September 1997
as a single entity operating from one facility and offering an identical
programming schedule. K02NQ is broadcast on VHF channel 2 and K11TB is broadcast
on VHF channel 11. However, these Stations are jointly known as 'Fox 11' based
on their channel position on most area cable systems which provide the primary
means of distribution. This market has a cable penetration rate of 61%.
Additionally, for purposes of all Nielsen statistics, these Stations are treated
as one entity. Fox 11's first run and off-network programming includes
'Fraiser,' 'Hard Copy,' 'Judge Judy' and 'Star Trek: The Next Generation.'
Additionally, these Stations have acquired the rights to broadcast 'The Nanny'
beginning in the fall of 1998.

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 300 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 services 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 to 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 150th in the
United States, with approximately 133,740 television households and a population
of approximately 383,000. This market has a cable penetration rate of 74%.
KOSA-TV is broadcast on VHF channel 7 and is a CBS affiliate. The Company
acquired KOSA-TV in June 1996. 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.

     Station Performance. According to the 1997 Nielsen ratings reports, KOSA-TV
was ranked number two in its market with a 4 rating and a 14% share of
households viewing television. KOSA-TV currently is the number three ranked news
station in the market and broadcasts 11 hours of local news programming each
week. The Station plans to expand its weekend news coverage and add a one hour
weekday morning news program later this year. KOSA-TV's special value-added
local sale efforts in 1997 included 'The Ector County Foodbank Telethon,' 'The
Permian Basin Fair' and 'Cop of the Week,' a sponsored project saluting
excellence in local law enforcement. In addition, KOSA-TV produces sports
programs focusing on area high school football teams and the local minor league
hockey team. KOSA-TV's first run and off-network syndicated programming includes
'Live With Regis

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<PAGE>
& Kathie Lee,' 'Montel Williams,' 'Grace Under Fire' and 'Married . . . With
Children.' Additionally, beginning in the fall of 1998, the Station will add
'The Roseanne Show' to its first run syndicated programming schedule.

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

     Market Description. The Quincy-Hannibal-Keokuk DMA consists of 17 counties,
eight of which are in western Illinois, eight 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. Keokuk, Iowa is also
located along the Mississippi River approximately 40 miles north of the
Quincy-Hannibal area. The local 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, Archer-Daniels
Midland, Pillsbury, Inc., Quincy Soybean Co., Harris Corporation, Shaeffer Pen
Company 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-Keokuk market is ranked 160th in the United States, with
approximately 111,400 television households and a population of approximately
309,000. This market has a cable penetration rate of 61%. KHQA-TV is broadcast
on VHF channel 7 and is a CBS affiliate. The Company acquired KHQA-TV in 1986.
There is one other commercial station in this market, an NBC affiliate carried
on a VHF channel. In January 1998, KHQA-TV relocated to a new 18,000 square foot
state-of-the-art digital television facility in Quincy, Illinois.

     Station Performance. According to the 1997 Nielsen ratings reports, KHQA-TV
was ranked number one in its market with a 7 rating and a 23% share of
households viewing television. KHQA-TV currently is the number two ranked news
station in this market and broadcasts 13 hours and 30 minutes of local news
programming each week. KHQA-TV's special value-added local sales efforts in 1997
included '7 Who Care,' a program saluting area volunteers, 'Kids Who Care,' a
campaign to teach and promote child safety, 'Made in the Tri-States' and 'Beyond
the Book,' news projects focusing on area businesses and schools, and 'The
Holiday Shopping Show,' a sales promotion presenting holiday shopping ideas.
KHQA-TV's first run and off-network syndicated programming includes 'Wheel of
Fortune,' 'Jeopardy,' 'Seinfeld,' 'The Oprah Winfrey Show' and the recently
acquired 'The Rosie O'Donnell Show.'

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

     Market Description. WTVY-TV is one of the few television 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 80 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, light manufacturing and agricultural sectors.
Dothan is known as the 'Peanut Capital of the World,' producing 25% of all
peanuts grown in the United States. 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.
Currently, the base is not on the government list of facilities to be closed,
but there can be no assurance that such status will not change in the future.

     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 the Champion Paper Company and Stone Container Corporation, as well as
more than 100

                                       15




<PAGE>
other manufacturers. The Panama City DMA is also the site of the Tyndall United
States Air Force Base and the Coastal Systems Station of the United States Navy.
Currently these locations are not on the government list of facilities to be
closed, but there can be no assurance that such status will not change in the
future. In addition, Panama City has a foreign trade zone and deep water port,
rail transportation and easy access to Interstate-10, the Jacksonville, Florida
to New Orleans, Louisiana Interstate highway.

     Station History and Characteristics. WTVY-TV, originally licensed in 1955
to serve the Dothan, Alabama metropolitan area, currently serves the DMAs of
Dothan, Alabama and Panama City, Florida. The Dothan market is ranked 173rd in
the United States, with approximately 86,390 television households and a
population of approximately 230,000, while the Panama City market is ranked
157th with approximately 117,220 television households and a population of
approximately 303,000. The Dothan market has a cable penetration rate of 69% and
the Panama City market has a cable penetration rate of 67%. 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. The Company 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.

     Station Performance. According to the 1997 Nielsen ratings reports, WTVY-TV
was ranked number one in the Dothan market with an 8 rating and a 25% share of
households viewing television. It was also ranked third in the Panama City
market with a 4 rating and a 12% share of households viewing television. WTVY-TV
currently is the number one ranked news station in the Dothan market and
broadcasts 16 hours of local news programming each week. WTVY-TV's special
value-added local sales efforts in 1997 included 'Hometown Salutes,' saluting
area communities, 'LiveLine,' live call-in programs focusing on issues such as
health, 'Energy for Education,' a campaign to recognize superior students and
teachers and 'WeatherSchool,' an educational project undertaken with area
schools to build interest in weather and science. WTVY-TV's first run syndicated
programming includes 'Wheel of Fortune,' 'Live with Regis & Kathie Lee,' 'Martha
Stewart Living' and the recently acquired 'The Oprah Winfrey Show.'

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 Allegheny
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 12,000 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 177th in the United States, with
approximately 81,120 television households and a population of approximately
218,000. This market has a cable penetration rate of 76%. WHSV-TV is broadcast
on VHF channel 3 and is an ABC affiliate. The Company acquired WHSV-TV in 1986.
The Station is also carried on a 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 local advertising revenues.

     Station Performance. According to the 1997 Nielsen ratings reports, WHSV-TV
had a 7 rating and a 23% share of households viewing television. WHSV-TV
currently broadcasts 15 hours and 20 minutes of local news programming each
week. WHSV-TV's special value-added local sales efforts in 1997 included 'Toys
for Tots,' an annual holiday toy drive, 'Children First,' a campaign to raise
awareness

                                       16




<PAGE>
of children's needs and issues and 'WeatherSchool,' an educational project
undertaken with area schools to build interest in weather and science. In
addition, WHSV-TV supports 'Celebrate Smart,' a project to combat drunk driving,
and 'First Night Harrisonburg,' an annual New Year's celebration. WHSV-TV's
first run and off-network syndicated programming includes 'Wheel of Fortune,'
'Jeopardy,' 'Home Improvement,' 'The Oprah Winfrey Show' and 'Live with Regis &
Kathie Lee.' Additionally, beginning in the fall of 1998, the Station will add
'Hollywood Squares' to its first run syndicated programming schedule.

WBKO-TV (ABC) BOWLING GREEN, KENTUCKY

     Market Description. The Bowling Green DMA consists of eight 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, Country Oven Bakery Division of Kroger
Stores, Inc. and Hills Pet Products. Bowling Green is also the home of Western
Kentucky University with approximately 15,000 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 74,740 television households and a
population of approximately 185,000. This market has a cable penetration rate of
56%. WBKO-TV is broadcast on VHF channel 13 and is an ABC affiliate. The Company
acquired WBKO-TV in 1983. The only other local 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.

     Station Performance. According to the 1997 Nielsen ratings reports, WBKO-TV
was ranked number one in its market with an 8 rating and a 29% share of
households viewing television. WBKO-TV currently is the number one ranked news
station in this market and broadcasts 19 hours and 30 minutes of local news
programming each week, including 30 minutes recently added to the Station's
daily 'AM Kentucky' program. WBKO-TV's special value-added local sales efforts
in 1997 included 'Children First,' a campaign to raise awareness of children's
needs and issues, 'Home and Garden Expo,' and 'Bikes for Kids for Christmas'
projects. Further, WBKO-TV supports events such as 'Relay for Life,' which
benefits The American Cancer Society, 'The Glasgow Highland Games,' and 'The
TransFinancial Balloon Classic.' WBKO-TV's first run and off-network syndicated
programming includes 'Home Improvement,' 'The Oprah Winfrey Show,' 'Live with
Regis & Kathie Lee' and 'Martha Stewart Living.'

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. Additionally, the opening of a regional shopping mall in 1997 has
generated approximately 2,000 jobs. Meridian is also site of the Meridian Naval
Air Station, a United States Naval training facility. Currently, the base is not
on the government list of facilities to be closed, but there can be no assurance
that such status will not change in the future.

                                       17




<PAGE>
     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 67,030 television households and a population
of approximately 185,000. This market has a cable penetration rate of 54%.
WTOK-TV is broadcast on VHF channel 11 and is an ABC affiliate. The Company
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 manages the NBC affiliate.

     Station Performance. According to the 1997 Nielsen ratings reports, WTOK-TV
was ranked number one in its market with an 8 rating and a 25% share of
households viewing television. WTOK-TV currently is the number one ranked news
station in this market and broadcasts 13 hours and 55 minutes of local news
programming each week. WTOK-TV's special value-added local sales efforts in 1997
included 'Coats for Kids,' a program to provide for area children in need,
'Children's First Day,' an annual information and entertainment festival and
'Toy-a-thon,' an annual holiday toy drive. In addition, WTOK-TV presents
significant local political coverage, including debates, forums and town
meetings. WTOK-TV's first run syndicated programming includes 'The Oprah Winfrey
Show,' 'Montel Williams,' 'Sally Jessy Raphael' and 'Live with Regis & Kathie
Lee.'

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 State College with
an aggregate student population of approximately 5,500.

     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 61,730 television households and a population of
approximately 160,000. This market has a cable penetration rate of 78%. WTAP-TV
is broadcast on UHF channel 15 and is an NBC affiliate. The Company 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.

     Station Performance. According to the 1997 Nielsen ratings reports, WTAP-TV
had a 10 rating and a 30% share of households viewing television. WTAP-TV
currently broadcasts 15 hours of local news programming each week. WTAP-TV's
special value-added local sales efforts in 1997 included 'Coats for Kids,' a
program to provide for area children in need, and 'Back to School Safety Tips'
and 'Hunter Safety Tips,' campaigns to teach and promote safety concerns.
Further, WTAP-TV presents significant local election coverage, including
debates. WTAP-TV's first run and off-network syndicated programming includes
'Wheel of Fortune,' 'Jeopardy,' 'Home Improvement,' 'Seinfeld,' 'The Oprah
Winfrey Show,' 'Montel Williams' and 'Live with Regis & Kathie Lee.'

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

     Market Description. The Cheyenne-Scottsbluff DMA consists of the 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

                                       18




<PAGE>
primarily by government, transportation, tourism, services and light
manufacturing. Significant employers in the area 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 4,200 people in military and civilian capacities.
Currently, the base is not on the government list of facilities to be closed,
but there can be no assurance that such status will not change in the future.

     In order to properly serve the Cheyenne-Scottsbluff 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, also serves Scottsbluff, Nebraska through satellite
station KSTF-TV and Sterling, Colorado through satellite station KTVS-TV. 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 market is ranked
195th in the United States with approximately 49,940 television households and a
population of approximately 129,000. This market has a cable penetration rate of
73%. 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.

     Station Performance. According to the 1997 Nielsen ratings reports, KGWN-TV
was ranked number one in its market with a 5 rating and a 16% share of
households viewing television. KGWN-TV currently is the number one news station
in this market. Since being acquired in June 1996 by the Company, the Station
has added weekday newscasts at 6:30 am, 12:00 noon and 5:00 pm, as well as
expanded coverage during the 7:00 to 9:00 am time period. Currently, the Station
airs 13 hours and 53 minutes of local news programming per week as opposed to 6
hours and 50 minutes it broadcast each week prior to being acquired by the
Company. KGWN-TV's special value-added local sales efforts in 1997 included live
and promotional coverage of Cheyenne Frontier Days, a 10-day western celebration
featuring the world's largest outdoor rodeo, the live broadcast of the 'Fire in
the Sky' Fourth of July celebration and 'Motorsports Shootout,' a car and bike
show and festival. Further, KGWN-TV presents the 'Cheyenne Christmas Parade,'
'Christmas Choral Festival' and 'Holiday Shopper,' a direct mail campaign. Since
being acquired by the Company, the Station has added 'The Rosie O'Donnell Show'
to its first run syndicated programming schedule. KGWN-TV's first run and off-
network syndicated programming also includes 'Live with Regis & Kathie Lee,'
'Mad About You' and 'Martha Stewart Living.'

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

     Market Description. The Casper-Riverton DMA consists of five counties in
central Wyoming. Casper is located approximately 280 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, Union Pacific Railroad, Safecard and Frontier Oil
Refinery. Casper is also

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<PAGE>
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 120 miles west of Casper. Rock Springs is located
in Sweetwater County approximately 165 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, also serves Lander, Wyoming through satellite station
KGWL-TV and Rock Springs, Wyoming through satellite station KGWR-TV. The
Casper-Riverton market is ranked 200th in the United States, with approximately
47,820 television households and a population of approximately 125,000. This
market has a cable penetration rate of 66%. 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 three other
commercial stations in this market, an NBC affiliate which broadcasts on a VHF
channel and ABC and Fox affiliates which broadcast on UHF channels. In November
1997, KGWC-TV relocated to a 10,000 square foot leased facility in downtown
Casper. The new location includes significant technological improvements in
order to better serve the market.

     Station Performance. According to the 1997 Nielsen ratings reports, KGWC-TV
was ranked number two in its market with a 3 rating and a 9% share of households
viewing television. KGWC-TV currently is the number two ranked news station in
this market. Since being acquired in June 1996 by the Company, the Station has
added 10:00 pm newscasts on Saturday and Sunday. Currently, the Station airs 6
hours of local news programming per week as opposed to 5 hours it broadcast each
week prior to being acquired by the Company. KGWC-TV's special value-added local
sales efforts in 1997 included sponsorship of the local and state-wide 'Catch a
Rising Star' talent contest, 'Celebrate Casper,' a local art festival, and 'The
Central Wyoming Fair and Rodeo.' In addition, KGWC-TV produces the annual
'Christmas Parade' and provides coverage of the Wyoming State Wrestling and
Basketball tournaments. Since being acquired by the Company, the Station has
added 'Wheel of Fortune' and 'The Rosie O'Donnell Show' to its first run
syndicated programming schedule and has acquired the rights to air 'The Roseanne
Show' beginning in the fall of 1998. KGWC-TV's first run and off-network
syndicated programming also includes 'Live with Regis & Kathie Lee,' 'Mad About
You' and 'Martha Stewart Living.'

INDUSTRY BACKGROUND

     Commercial television broadcasting began in the United States on a regular
basis in the 1940s. 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 Federal Communications Commission (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.

     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.

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     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. Television Network recently have been launched as new television networks.
However, neither produce a significant amount of network programming.

     Through the 1970s, 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 television systems were first installed in significant numbers in the
late 1960s and early 1970s and were initially used to retransmit broadcast
television programming in areas with poor broadcast signal reception. According
to the 1998 Television & Cable Factbook, cable television currently passes
approximately 93% of all television households nationwide and approximately 69%
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 alternative programming
from cable, according to Nielsen, 59% of all prime time television viewing time
during the 1996-1997 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. Television 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 satellite
services ('DBS') to homes from satellites became available on a nationwide basis
during 1994. See ' -- Competition.'

NETWORK AFFILIATION OF THE STATIONS

     Each of the Stations is affiliated with either ABC, CBS, NBC or Fox
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 two 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. Each of 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,
has a ten-year affiliation agreement which expires in 2005 and is

                                       21




<PAGE>
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. Each of WMTV(TV), WWLP(TV) and WILX-TV, all of which are NBC affiliates,
has 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, the Company 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-TV from 2004 to 2005. In connection with such arrangements, CBS paid
the Company 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 the Company at the rate of $0.5 million per year over the ten-year
period of the affiliation agreements. The Company 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 would be extended from 2004 to 2005.

     During August 1997, the Company completed the purchase of the television
broadcasting licenses and certain equipment of K02NQ and K11TB, two low-power
television stations located in Columbia and Jefferson City, Missouri.
Concurrently with such purchase, the Company entered into a network affiliation
agreement for such Stations with Fox which expires July 31, 1999, and
automatically continues until terminated by either party upon 120 days' advance
notice. These two Stations began operating in September 1997. The primary means
of distribution for these Stations is via cable television.

     In addition to its affiliation arrangements, the Company 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 1996 and 1997 broadcast seasons.
The Company has had similar arrangements with Fox since 1994. In 1997, the
Company broadcast the NFC football games and other Fox programming on KHQA-TV,
KDLH-TV, WYTV, K02NQ and K11TB. The Company believes that broadcasting NFC
football games increased its audience ratings during the times the games were
broadcast. Beginning in the fall of 1998, CBS will broadcast football games of
the American Football Conference ('AFC') of the National Football League. All of
the Stations which are CBS affiliates will broadcast AFC football games. The
Company intends to enter into agreements with Fox to broadcast NFC football
games in 1998 for certain of the Stations, however, to date no such agreements
have been completed.

     In the third quarter of 1997, the Company entered into definitive
agreements 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 The Warner Bros. Television Network prime time programming,
Warner Bros. children's programming and syndicated programming of Warner Bros.
and others. The Company is currently in negotiations with cable systems in its
markets for the carriage of WeB programming. The WeB is scheduled to begin
service by the fall of 1998 in most 100-plus markets. The Company will be
responsible for all local sales efforts for the new channels in its markets. The
Company does not anticipate a significant effect on operations during 1998 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 derived primarily from local, regional and
national advertising time and, to a lesser extent, from compensation paid by the
networks for broadcasting network programming and barter transactions for goods
and services. 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

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<PAGE>
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. The Company seeks to manage its spot inventory
efficiently thereby maximizing advertising rates.

     Local Sales. Approximately 56.1% of the gross revenues of the Stations in
1997 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, state lotteries and restaurants. The Company
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. The Company's management team monitors sales plans and
promotional activities and shares such information among the Stations on a
weekly basis.

     National Sales. Approximately 29.1% of the gross revenues of the Stations
in 1997 came from national advertisers. Typical national advertisers include
automobile manufacturers, consumer goods manufacturers, communications
companies, fast food franchisors, national retailers and direct marketers.
National advertising time is sold through representative agencies retained by
the Company. Nine of the Stations are represented by Katz Communications, Inc.,
six Stations are represented by Petry Television, Inc., five Stations are
represented by Harrington, Righter & Parsons, L.L.P. and three Stations are
represented by TeleRep, Inc. The Stations' national sales coordinators actively
assist their national sales representatives to induce national advertisers to
increase their national spot expenditures designated to the Company's markets.

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. The Company 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, the Company owns the only local television
station. In four markets, the Company owns one of only two local television
stations. In five markets, the Company owns one of three local television
stations. In nine markets, the Company owns one of four local television
stations. In the Columbia and Jefferson City, Missouri market the Company owns
two of five stations, one of the owned stations being the jointly operated
low-power stations known in the market as Fox-11. 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 the
Company's daily programming is supplied by the networks. In those time periods,
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 and DBS, have 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 1970s, 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 generally have not sought
to compete with broadcast stations for a share of the local news audience in
small and medium-sized markets.

                                       23




<PAGE>
     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 server in a joint venture with the parent of Fox. Fox has announced
plans to sell its DBS license to a coalition of cable companies.

     Several DBS companies provide signals of out-of-market network affiliated
stations to 'unserved households' in the Stations' markets. The legal definition
of an 'unserved household' is one that, among other things, cannot receive a
specific grade of service from a local broadcast station. Many stations have
alleged in litigation that satellite carriers sell these signals to households
that are served by local stations. In addition, DBS provider Echostar began
providing transmission of local television stations to viewers in the markets in
which those stations are licensed and has asked for a change in legislation to
permit that service to be provided to 'served' households.

     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 several telephone companies have also begun offering MDS service. In
addition, the FCC has proposed to authorize a 28 GHz microwave cable service
that will have the potential to provide up to 100 channels or more of video. 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 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 produce 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. This separate channel may
also be used by broadcasters for data transmission and multi-channel
transmission. The FCC has recently assigned licenses to permit television
broadcasters to provide DTV services. 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 a transition period,
each broadcaster is 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. The Company is unable to predict the effect that
technological changes will have on the broadcast television industry or the
future results of the Company's operations.

     In addition, the 1997 Budget Act requires (unless the FCC finds that
certain requirements have not been met) broadcasters to return their analog
channels on an expedited basis by 2005 to permit them to be reauctioned to new
licensees. An expedited transition period could require the Company to end
analog transmission before all its viewers (particularly those in the smaller
markets which the Company serves) have purchased DTV-compatible reception
equipment.

     Programming. Competition for programming involves negotiating with national
program distributors or syndicators which sell first run and off-network rerun
packages of programming. The Stations compete against other 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 'Mad About You') 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.

                                       24




<PAGE>
     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. The Company 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.

RATING SERVICE DATA

     All television stations in the United States are grouped into 211
television markets which are ranked in size according to the numbered 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. Each specific
geographic market is called 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, while in smaller markets only weekly diaries are completed during four
separate four-week periods during the course of any year. These periods are
commonly known as 'sweeps periods.' All the Company's markets are measured
during these sweeps periods.

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 violation 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. Prior to March
1996, the maximum allowable term was five 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 license 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 petitions to deny are filed against broadcast license renewal
applications. All of the Stations are presently operating under licenses
expiring on various dates from 1998 to 2006. Currently, KDLH-TV, serving Duluth,
Minnesota and Superior Wisconsin; WIBW-TV, serving Topeka, Kansas; and satellite
stations

                                       25




<PAGE>
KTVS(TV), Sterling, Colorado and KSTF(TV), Scottsbluff, Nebraska, have pending
applications for license renewal. The Company 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 KDLH-TV, WIBW-TV, KTVS(TV) or KSTF(TV) from being granted.

     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. The FCC's duopoly rule currently bars an entity
from having an attributable interest in television stations in the same market
with overlapping Grade B service contours. However, pending resolution of an FCC
proceeding that may result in the liberalization of this rule, the FCC may allow
an entity to acquire an attributable interest in two stations in different
markets with overlapping Grade B contours provided the stations' Grade A
contours do not overlap. Based on this interim policy, the FCC has permitted
common ownership by the Company of WTRF-TV, serving Wheeling, West Virginia and
Stuebenville, Ohio, and WYTV, serving Youngstown, Ohio, and of WTRF-TV and
WTAP-TV, serving Parkersburg, West Virginia, subject to the outcome of the
pending proceeding. In 1996, the FCC granted the Company authority to acquire
WMTV-TV, serving Madison, Wisconsin, despite the overlap of Grade B and Grade A
contours of that station with the Company's WIFR-TV, serving Rockford, Illinois,
pursuant to a temporary waiver of the duopoly rule. Prior to the end of the
waiver period, the Company requested an extension of the waiver subject to the
outcome of the pending proceeding, but has been informed that such relief is not
currently available because of the partially overlapping Grade A contours. As an
alternative, the Company intends to file an application to transfer one of the
Stations to a disposition trust. The Company may be required to dispose of one
of the two Stations to a third party within six months after the processing and
the grant of the application. There can be no assurance that the FCC will act to
liberalize the rule or that it will do so in time to avoid the Company being
required to divest certain Stations in order to eliminate any signal overlap.
Expansion of the Company'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 the Company's common
stock acquires an 'attributable' interest in the Company, 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. The FCC has initiated an inquiry into
modifying several of these attribution standards. It is likely that this inquiry
will be concluded in 1998, however there can be no assurance that these rules
will be changed.

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<PAGE>
     To the best of the Company's knowledge, no officer, director or stockholder
of the Company 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.

     Qualified 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 qualified state or local candidates. When a
station carries advertising by one candidate (whether Federal, state, or local),
the station must afford 'equal time' 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 electlon campaign, stations may not charge political candidates
rates any higher than the rate being charged to the most favored commercial
advertiser for a spot of the same length and class in the same period. These
requirements can have the effect of reducing the revenues that a station might
otherwise earn during pre-election periods.

     Television stations must serve the educational and informational needs of
children in their overall programming, and must air some programming
specifically designed to serve the needs of children 16 years of age or younger.
The FCC recently enacted rules which provide that television stations must
generally air approximately three hours of core children's programs per week in
order to assure routine staff-level approval of FCC license renewals. Core
children's programs are defined as regularly scheduled, weekly (or more
frequent) programs at least 30 minutes long which air between 7:00 am and 10:00
pm and which have as a significant purpose the educational and informational
needs of children 16 years old or younger. Additionally, the FCC recently
promulgated rules governing the publicizing of children's programming by
broadcasters. Since 1992, FCC rules have limited the amount of commercial matter
to no more than 10.5 minutes per hour on weekends and 12 minutes per hour on
weekdays in 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 (6
a.m. to 10 p.m.). 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.

     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 the Company's broadcast properties include technological
innovations and developments generally affecting competition in the mass
communications industry, such as the continued establishment of DBS and wireless
cable systems and low-power television stations and the participation of
telephone companies in the provision of video programming.

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<PAGE>
     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.

     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 'content-neutral' and, thus, not subject to strict scrutiny and
that Congress' stated interests in preserving the benefits of free, off-air
local 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. In its March 31, 1997 decision, the Supreme
Court, by a 5 to 4 vote, affirmed the judgment of the district court. The Court
concluded that the record supports Congress' judgment that the must-carry
provisions serve significant governmental interests, namely preserving the
benefits of free, over-the-air local broadcast television, promoting the
widespread dissemination of information from a multiplicity of sources and
promoting fair competition in the market for television programming.

     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. By
October 1, 1996, stations were required to make their second election, covering
the three-year period from January 1, 1997 to December 31, 1999.

     The Company has entered into agreements for the Stations with substantially
all of the local cable system operators which carry the Stations' signals. All
of these agreements grant such cable system operators consent to retransmit the
Station's signal. These retransmission arrangements do not represent a
significant source of revenue for the Company. The terms of these retransmission
agreements range from six months to five years. The Stations are currently
negotiating with these operators to enter into longer term agreements. The
Company cannot predict the outcome of these negotiations. In addition, although
the Company 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.

EMPLOYEES

     The Company currently employs approximately 1,272 full-time employees.
Approximately 230 of the Company'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

                                       28




<PAGE>
bargaining agreements expire at various times from 1998 through 2000. There are
no unionized employees at the remaining Stations. The Company believes that its
relationship with all of its employees, including those represented by labor
unions, is satisfactory.

ITEM 2. PROPERTIES.

     The Company'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 the Company.

<TABLE>
<CAPTION>
    MARKET AREA, STATION AND USE     OWNED OR LEASED   APPROXIMATE SIZE(a)      HEIGHT/POWER      EXPIRATION OF LEASE
------------------------------------ ---------------   -------------------   -------------------  -------------------
<S>                                  <C>               <C>                   <C>                  <C>
Madison, Wisconsin
  WMTV(TV)
Office and Studio...................      Owned             16,485 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned                (b)              1,040 ft./955 kw        --
Youngstown, Ohio
  WYTV
Office and Studio...................      Owned             18,964 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned                (b)                642 ft./550 kw        --
Springfield and Holyoke,
  Massachusetts
  WWLP(TV)
Office and Studio...................      Owned             20,000 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned                (b)                500 ft./342 kw        --
Lansing, Michigan
  WILX-TV
Office and Studio...................      Owned             13,700 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned              5,000 sq. ft.        994 ft./309 kw        --
Peoria and Bloomington, Illinois
  WHOI(TV)
Office and Studio...................      Owned             16,900 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned                (b)              640 ft./2,240 kw        --
Santa Barbara, Santa Maria and San
  Luis Obispo, California
  KCOY-TV
Office and Studio...................      Owned             18,000 sq. ft.           --                 --
Tower/Transmitter Site..............     Leased              1,200 sq. ft.        140 ft./115 kw          12/31/17(c)
Duluth, Minnesota and Superior,
  Wisconsin
  KDLH-TV
Office and Studio...................      Owned             25,000 sq. ft.(d)         --                --
Tower/Transmitter Site..............      Owned              1,040 sq. ft.        811 ft./100 kw        --
Rockford, Illinois
  WIFR-TV
Office and Studio...................      Owned             13,500 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned                (b)                674 ft./562 kw        --
</TABLE>

                                                  (table continued on next page)

                                       29




<PAGE>
(table continued from previous page)

<TABLE>
<CAPTION>
    MARKET AREA, STATION AND USE     OWNED OR LEASED   APPROXIMATE SIZE(a)      HEIGHT/POWER      EXPIRATION OF LEASE
------------------------------------ ---------------   -------------------   -------------------  -------------------
<S>                                  <C>               <C>                   <C>                  <C>
Wausau and Rhinelander, Wisconsin
  WSAW-TV
Office and Studio...................      Owned             24,400 sq. ft.           --                 --
Tower/Transmitter Site..............    Leased(e)              432 sq. ft.        650 ft./316 kw        08/01/02
Wheeling, West Virginia and
  Steubenville, Ohio
  WTRF-TV
Office and Studio...................      Owned             43,872 sq. ft.(f)         --                --
Tower/Transmitter Site..............      Owned              2,000 sq. ft.       741 ft. /316 kw        --
Topeka, Kansas
  WIBW-TV
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
Wichita Falls, Texas and Lawton,
  Oklahoma
  KAUZ-TV
Office and Studio...................      Owned             13,078 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned                (b)              1,028 ft./100 kw        --
Columbia and Jefferson City,
  Missouri
  KMIZ(TV)
Office and Studio...................      Owned              5,993 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned                875 sq. ft.    1,030 ft./1,580 kw        --
Columbia and Jefferson City,
  Missouri
  K02NQ (low-power)
Tower/Transmitter...................     Leased                        (h)           60 ft./30 w        09/03/02
  K11TB (low-power)
Tower/Transmitter...................     Leased                        (i)          100 ft./10 w        05/15/00
Odessa and Midland, Texas
  KOSA-TV
Office and Studio...................      Owned             14,222 sq. ft.           --                 --
Tower/Transmitter Site..............     Leased                930 sq. ft.        726 ft./316 kw        10/31/03
Quincy, Illinois,
  Hannibal, Missouri and Keokuk,
  Iowa
  KHQA-TV
Office and Studio...................      Owned             18,000 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned              1,200 sq. ft.        804 ft./269 kw        --
Dothan, Alabama and
  Panama City, Florida
  WTVY-TV
Office and Studio...................     Leased             20,440 sq. ft.           --                 12/31/02
Tower/Transmitter Site..............      Owned              2,500 sq. ft.      1,880 ft./100 kw        --
Harrisonburg, Virginia
  WHSV-TV
Office and Studio...................      Owned              6,720 sq. ft.           --                 --
Tower/Transmitter Site..............     Leased              2,016 sq. ft.       337 ft./8.32 kw        12/31/01(c)
</TABLE>

                                                  (table continued on next page)

                                       30




<PAGE>
(table continued from previous page)

<TABLE>
<CAPTION>
    MARKET AREA, STATION AND USE     OWNED OR LEASED   APPROXIMATE SIZE(a)      HEIGHT/POWER      EXPIRATION OF LEASE
------------------------------------ ---------------   -------------------   -------------------  -------------------
<S>                                  <C>               <C>                   <C>                  <C>
Bowling Green, Kentucky
  WBKO-TV
Office and Studio...................      Owned             17,598 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned              1,175 sq. ft.        603 ft./316 kw        --
Meridian, Mississippi
  WTOK-TV
Office and Studio...................      Owned             13,188 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned              1,504 sq. ft.        316 ft./316 kw        --
Parkersburg, West Virginia
  WTAP-TV
Office and Studio...................     Leased             17,500 sq. ft.           --                 04/30/05(j)
Tower/Transmitter Site..............      Owned              3,600 sq. ft.        439 ft./208 kw        --
Cheyenne, Wyoming
  KGWN-TV
Office and Studio...................      Owned              7,500 sq. ft.           --                 --
Tower/Transmitter Site..............       (k)               2,646 sq. ft.        620 ft./100 kw        --
Scottsbluff, Nebraska
  KSTF-TV (satellite)
Office and Studio...................      Owned              2,400 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned              2,457 sq. ft.        674 ft./240 kw        --
Sterling, Colorado
  KTVS-TV (satellite)
Office and Studio...................      Owned              3,750 sq. ft.           --                 --
Tower/Transmitter Site..............      Owned              2,640 sq. ft.       730 ft./60.6 kw
Casper and Riverton,
  Wyoming
  KGWC-TV
Office and Studio...................     Leased             10,000 sq. ft.           --                 03/04/07
Tower/Transmitter Site..............      Owned              1,692 sq. ft.         235 ft./60 kw        --
Lander, Wyoming
  KGWL-TV (satellite)
Tower/Transmitter Site..............     Leased                768 sq. ft.         155 ft./30 kw        12/31/07
Rock Springs, Wyoming
  KGWR-TV (satellite)
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 pursuant to a Special Use Permit granted by the United States
    Department of Agriculture Forest Service.

(d) The Company 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) The Company 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) The Company 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) The Company leases rooftop space for its tower/transmitter.

(i) The Company leases space on a tower on which it has mounted a broadcasting
    antenna.

(j) The Company has an option to purchase the premises on each of May 1, 2000
    and 2005 for $650,000 and $750,000, respectively.

(k) This property is utilized subject to an easement granted by the State of
    Wyoming.

                                       31




<PAGE>
ITEM 3. LEGAL PROCEEDINGS.

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

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

     Not applicable.

                                       32




<PAGE>
                                    PART II

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

     Not applicable.

ITEM 6. SELECTED FINANCIAL DATA.

     The following selected consolidated financial data for the five years ended
December 31, 1997 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,
1997 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,
                                  --------------------------------------------------------------------------------------------------
                                    1993        1994      1995(a)               1996(b)                            1997
                                  --------    --------    --------   ------------------------------   ------------------------------
                                                                       BENEDEK          BENEDEK         BENEDEK          BENEDEK
                                                                     BROADCASTING    COMMUNICATIONS   BROADCASTING    COMMUNICATIONS
                                                                     CORPORATION      CORPORATION     CORPORATION      CORPORATION
                                                                     ------------    --------------   ------------    --------------
                                                           (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                               <C>         <C>         <C>        <C>             <C>              <C>             <C>
Statement of Operations Data:
Net revenues(c)...............    $ 38,352    $ 44,221    $ 50,329     $ 96,386         $ 96,386        $127,073         $127,073
Operating expenses:
    Station operating
      expenses................      22,805      24,810      29,049       58,603           58,603          80,003           80,003
    Depreciation and
      amortization............       3,721       3,403       5,042       20,220           20,220          31,380           31,380
                                  --------    --------    --------   ------------    --------------   ------------    --------------
Station operating income......      11,826      16,008      16,238       17,563           17,563          15,690           15,690
    Corporate.................       1,249       1,309       1,575        2,695            2,695           3,787            3,787
    Special bonus,
      officer-stockholder.....       1,400       --          --          --              --               --              --
                                  --------    --------    --------   ------------    --------------   ------------    --------------
Operating income..............       9,177      14,699      14,663       14,868           14,868          11,903           11,903
                                  --------    --------    --------   ------------    --------------   ------------    --------------
Financial expenses, net:
Interest expense, net(d):
    Cash interest, net........      (8,194)     (7,740)    (14,763)     (22,559)         (22,559)        (28,866)         (28,866)
    Other interest............      (6,161)     (4,905)       (712)      (1,030)          (8,130)         (5,352)         (19,374)
                                  --------    --------    --------   ------------    --------------   ------------    --------------
                                   (14,355)    (12,645)    (15,475)     (23,589)         (30,689)        (34,218)         (48,240)
Other, net....................         144         (10)      --          --              --               --              --
                                  --------    --------    --------   ------------    --------------   ------------    --------------
                                   (14,211)    (12,655)    (15,475)     (23,589)         (30,689)        (34,218)         (48,240)
                                  --------    --------    --------   ------------    --------------   ------------    --------------
Income (loss) before income
  tax benefit and
  extraordinary item..........      (5,034)      2,044        (812)      (8,721)         (15,821)        (22,315)         (36,337)
Income tax benefit (e)........       --          --          --           1,849            4,664           6,393           12,027
                                  --------    --------    --------   ------------    --------------   ------------    --------------
Income (loss) before
  extraordinary item..........      (5,034)      2,044        (812)      (6,872)         (11,157)        (15,922)         (24,310)
Extraordinary item (f)........       --          --          6,864       --              --               --              --
                                  --------    --------    --------   ------------    --------------   ------------    --------------
Net income (loss).............      (5,034)      2,044       6,052     $ (6,872)         (11,157)       $(15,922)         (24,310)
                                                                     ------------                     ------------
                                                                     ------------                     ------------
Preferred stock dividends and
  accretion...................       --          --          --                           (9,519)                         (19,037)
                                  --------    --------    --------                   --------------                   --------------
Net income (loss) applicable
  to common stock.............    $ (5,034)   $  2,044    $  6,052                      $(20,676)                        $(43,347)
                                  --------    --------    --------                   --------------                   --------------
                                  --------    --------    --------                   --------------                   --------------
Basic earnings (loss) per
  common share (k):
    Income (loss) before
      extraordinary item......    $  (0.72)   $   0.29    $  (0.12)                     $  (2.94)                        $  (6.17)
    Extraordinary item........       --          --           0.98                       --                               --
                                  --------    --------    --------                   --------------                   --------------
    Earnings (loss) per common
      share...................    $  (0.72)   $   0.29    $   0.86                      $  (2.94)                        $  (6.17)
                                  --------    --------    --------                   --------------                   --------------
                                  --------    --------    --------                   --------------                   --------------
Weighted-average common shares
  outstanding.................    7,030,000   7,030,000   7,030,000                    7,030,000                        7,030,000
                                  --------    --------    --------                   --------------                   --------------
                                  --------    --------    --------                   --------------                   --------------
</TABLE>

                                       33




<PAGE>

<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,
                                  --------------------------------------------------------------------------------------------------
                                    1993        1994      1995(a)               1996(b)                            1997
                                  --------    --------    --------   ------------------------------   ------------------------------
                                                                       BENEDEK          BENEDEK         BENEDEK          BENEDEK
                                                                     BROADCASTING    COMMUNICATIONS   BROADCASTING    COMMUNICATIONS
                                                                     CORPORATION      CORPORATION     CORPORATION      CORPORATION
                                                                     ------------    --------------   ------------    --------------
                                                                        (DOLLARS IN THOUSANDS)
<S>                               <C>         <C>         <C>        <C>             <C>              <C>             <C>
Statement of Cash Flow Data:
  Net cash provided by
    operating activities......    $  4,926    $ 10,493    $  3,250     $ 17,842         $ 17,843        $  8,471         $  8,471
  Net cash (used in) investing
    activities................        (864)     (2,507)    (30,972)    (326,632)        (326,632)         (6,282)          (6,282)
  Net cash provided by (used
    in) financing
    activities................      (6,951)     (7,037)     32,773      307,212          307,212          (7,632)          (7,632)
Certain Financial Data:
  Broadcast cash flow (g).....    $ 15,546    $ 19,627    $ 21,310     $ 38,864         $ 38,864        $ 47,534         $ 47,534
  Broadcast cash flow margin
    (h).......................        40.5%       44.4%       42.3%        40.3%            40.3%           37.4%            37.4%
  Adjusted EBITDA (i).........    $ 14,297    $ 18,318    $ 19,734     $ 36,169         $ 36,169        $ 43,747         $ 43,747
  Adjusted EBITDA margin
    (j).......................        37.3%       41.4%       39.2%        37.5%            37.5%           34.4%            34.4%
  Amortization of program
    broadcast rights..........    $  2,179    $  2,104    $  2,162     $  4,399         $  4,399        $  6,401         $  6,401
  Payment for program
    broadcast rights..........       2,180       1,888       2,132        3,318            3,318           5,937            5,937
  Capital expenditures........       1,278       1,161       2,008        5,003            5,003          10,833           10,833
Balance Sheet Data
  (end of period):
  Total assets................    $ 72,818    $ 73,621    $114,453     $491,296         $495,015        $465,523         $468,495
  Working capital.............       3,684       1,611      13,665        3,697            3,697           2,511            2,511
  Long-term debt (l)..........     112,874     107,607     135,767      261,186          358,234         260,594          370,917
  Redeemable preferred
    stock.....................       --          --          --          --              105,519          --              124,556
  Stockholder's equity
    (deficit).................     (44,660)    (42,616)    (36,564)     144,472          (51,561)        128,550          (94,908)
</TABLE>

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

 (a) On March 31, 1995, the Company 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, the Company 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 the Company'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) The Company had historically elected to be taxed as an S Corporation for
     Federal and state income tax purposes. The Company's election to be taxed
     as an S Corporation terminated automatically concurrently with the
     consummation of the Acquisitions. Accordingly, the sole stockholder of the
     Company is responsible for the payment of income taxes on the Company's
     taxable income for any time prior to June 6, 1996. The Company is now
     subject to Federal and state income taxes.

 (f) The Company 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. The Company 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 the Company'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. The Company 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 the Company'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) Basic earnings (loss) per common share is computed by dividing income
     (loss) after the deduction of preferred dividends and accretion of the
     redemption prepayment premium and amortization of the initial warrants, by
     the weighted average number of common shares outstanding. The effect of the
     stock options, initial warrants and contingent warrants has not been
     reflected in the computation since their inclusion as common stock
     equivalents for both primary and fully-diluted earnings (loss) per share
     was anti-dilutive.

 (l) Long-term debt is defined as notes payable and capital leases payable
     (including the current portion thereof), net of discount.

                                       34




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

OVERVIEW

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

     In 1997, the Company reported net revenues of $127.1 million compared to
net revenues of $96.4 million in 1996 and $50.3 million in 1995. The increase in
1997 net revenues was due largely to the Acquisitions. Benedek Communications
had a net loss of $24.0 million for 1997 compared to a net loss of $11.2 million
for 1996 and net income of $6.0 million (after an extraordinary gain of $6.9
million) for 1995. Benedek Broadcasting had a net loss of $15.9 million for 1997
compared to a net loss of $6.9 million for 1996 and net income of $6.0 million
(after an extraordinary gain of $6.9 million) in 1995. Adjusted EBITDA for the
year ended December 31, 1997 was $43.7 million as compared to $36.2 million for
the year ended December 31, 1996 and $19.7 million for the year ended December
31, 1995.

     Time sales to local/regional advertisers and national advertisers
constitute the largest concentration of the Company's operating revenues and
represent approximately 85% of gross revenues in 1997 as compared to 79% in
1996. Excluding political advertising revenue, however, the percentage of gross
revenues attributable to local/regional advertising and national advertising of
the Company in 1995, 1996 and 1997 was 87.4%, 86.6% and 85.9%, respectively.
Approximately 56.1% of the gross revenues of the Company in 1997 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 the Company. The Company 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, the Company entered into new long-term affiliation
agreements with CBS with respect to the 12 Stations affiliated with CBS. In
connection with such arrangements, CBS paid the Company 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 the Company at the rate
of $0.5 million per year over the ten-year term of the affiliation agreements.

     The Company'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. The Company purchases
first run and off-network syndicated programming on an ongoing basis. Under its
contract with the network, a network-affiliated station receives approximately
two-thirds of its daily programming from its network and in turn is compensated,
in most cases, by its network for carrying such programming with the network's
commercial content intact. Depreciation and amortization expense has increased
as assets purchased at fair market value in connection with the Acquisitions
have begun to depreciate. Barter expense generally offsets barter revenue and
reflects the fair market value of goods and services received. The Company's
operating expenses (excluding depreciation and amortization) represent
approximately 66% of net revenues for 1997 as compared to 64% for 1996 and 61%
for 1995. During the 18 months following the consummation of the Acquisitions,
the Company implemented significant personnel, operational and programming
changes at the Acquired Stations, which management believes will result in
improvements in operating revenues and broadcast cash flow.

                                       35




<PAGE>
     On March 31, 1995, the Company acquired, for a cash purchase price of
$28.7, million substantially all of the assets of WTVY-TV (the 'Dothan Station')
which is the CBS affiliate serving both Dothan, Alabama and Panama City,
Florida.

     On June 6, 1996, the Company acquired substantially all of the broadcast
television assets of 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 the Company 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 these
Stations are affiliated with CBS, except for KMIZ-TV, Columbia, Missouri, which
is affiliated with ABC.

     On June 6, 1996, the Company 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. By
acquiring all of the capital stock of Brissette, the Company 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 the Company to
General Electric Capital Corporation ('GECC') and Mr. Paul Brissette.

     The Company 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 the Company'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.

     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,
                                                                          -----------------------------
                                                                           1995       1996       1997
                                                                          -------    -------    -------
                                                                             (DOLLARS IN THOUSANDS)

<S>                                                                       <C>        <C>        <C>
Operating income.......................................................   $14,663    $14,868    $11,903
     Add:
          Amortization of program broadcast rights.....................     2,162      4,399      6,401
          Depreciation and amortization................................     5,042     20,220     31,380
          Corporate expenses...........................................     1,575      2,695      3,787
     Less:
          Payment for program broadcast liabilities....................    (2,132)    (3,318)    (5,937)
                                                                          -------    -------    -------
Broadcast cash flow....................................................   $21,310    $38,864    $47,534
                                                                          -------    -------    -------
                                                                          -------    -------    -------
</TABLE>

     The following table provides both historical and Same Station information.
The Same Station information gives effect to the Acquisitions as if such
transactions were consummated on January 1, 1996. The Same Station information
for the year ended December 31, 1996 does not purport to represent what the
Company'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 the
Company in any future period.

                                       36




<PAGE>

<TABLE>
<CAPTION>
                                                           HISTORICAL                       SAME STATION
                                                     YEAR ENDED DECEMBER 31,          YEAR ENDED DECEMBER 31,
                                                  -----------------------------    ------------------------------
                                                                           %                                 %
                                                   1996        1997      CHANGE      1996        1997      CHANGE
                                                  -------    --------    ------    --------    --------    ------
                                                                      (DOLLARS IN THOUSANDS)

<S>                                               <C>        <C>         <C>       <C>         <C>         <C>
Net revenues...................................   $96,386    $127,073     31.8%    $126,165    $127,073      0.7%
Operating expenses:
     Selling, technical and program expenses...    43,759      60,385     38.0       57,332      60,385      5.3
     General and administrative................    14,844      19,618     32.2       20,239      19,618     (3.1)
     Depreciation and amortization.............    20,220      31,380     55.2       29,955      31,380      4.8
     Corporate.................................     2,695       3,787     40.5        3,700       3,787      2.4
                                                  -------    --------    ------    --------    --------    ------
                                                   81,518     115,170     41.3      111,226     115,170      3.5
                                                  -------    --------    ------    --------    --------    ------
          Operating income.....................    14,868      11,903    (19.9)      14,939      11,903    (20.3)
                                                  -------    --------    ------    --------    --------    ------
                                                  -------    --------    ------    --------    --------    ------
Broadcast cash flow............................   $38,864    $ 47,534     22.3%    $ 49,741    $ 47,534     (4.4)%
Broadcast cash flow margin.....................      40.3%       37.4%                 39.4%       37.4%
Adjusted EBITDA................................   $36,169    $ 43,747     20.9%    $ 46,041    $ 43,747     (5.0)%
Adjusted EBITDA margin.........................      37.5%       34.4%                 36.5%       34.4%
</TABLE>

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

     Net revenues for the year ended December 31, 1997 increased $30.7 million
or 31.8% to $127.1 million from $96.4 million for the year ended December 31,
1996 primarily as a result of the acquisition on June 6, 1996 of the Acquired
Stations. On a Same Station basis, net revenues for the year ended December 31,
1997 increased $1.0 million or 0.7% from the year ended December 31, 1996. Gross
revenues on a Same Station basis excluding political advertising revenue
decreased $8.8 million or 6.5% from the year ended December 31, 1996.

     Net revenues during the year ended December 31, 1997 continued to be
adversely affected by weakness in advertising revenue for the Company's 12 CBS
affiliated stations and six ABC affiliated stations. On a Same Station basis,
net revenues of the Company's CBS affiliated stations decreased by 1.6% and net
revenues of the Company's ABC affiliated stations increased 0.8%, while net
revenues of the Company's NBC affiliated stations increased by 3.9%. Based on
Nielsen ratings reports in November 1997 and February 1998, CBS programming
generally enjoyed increased ratings and shares. The Company expects these higher
ratings and shares to have a positive impact on net revenues.

     Operating expenses for the year ended December 31, 1997 increased $33.7
million or 41.3% to $115.2 million from $81.5 million for the year ended
December 31, 1996. The increase in operating expenses was attributable to the
Acquisitions. As a percentage of net revenues, operating expenses for the
Stations increased to 90.6% from 84.6% in the year ended December 31, 1996,
primarily as a result of an increase of $11.2 million in depreciation and
amortization expense. On a Same Station basis, operating expenses for the year
ended December 31, 1997 increased $4.0 million or 3.5% from the year ended
December 31, 1996. Such operating expenses were $115.2 million for the year
ended December 31, 1997 as compared to $111.2 million for the year ended
December 31, 1996. Operating expenses as a percentage of net revenues on a Same
Station basis increased from 88.2% for the year ended December 31, 1996 to 90.6%
for the year ended December 31, 1997. The increase in expenses on a Same Station
basis was due to increased compensation expense as the Company expanded the news
operations at the Acquired Stations, increased programming expense as the
Company revamped programming schedules at certain of the Acquired Stations and,
to a lesser extent, increased depreciation and amortization.

     Operating income for the year ended December 31, 1997 decreased $3.0
million or 20.1% to $11.9 million from $14.9 million for the year ended December
31, 1996.

     Financial (expenses), net for Benedek Communications increased $17.5
million or 57.0% to $48.2 million from $30.7 million for the year ended December
31, 1996. Benedek Broadcasting's financial expenses (net) for the year ended
December 31, 1997 increased $10.6 million or 44.9% to $34.2 million from $23.6
million in the year ended December 31, 1996. For the year ended December 31,
1997, the increases were due to the Company's higher debt level following the
completion of the financing of the

                                       37




<PAGE>
purchase price of the Acquired Stations. Benedek Communications has higher
financial expenses than Benedek Broadcasting as a result of the interest on its
Senior Subordinated Discount Notes.

     Loss on investment of $0.6 million was the result of uncertainty as to the
future realization of a 1995 investment in a start-up operation in a television
production business. The Company acquired a minority interest in the business
which has experienced losses since that date. The Company has reflected this
investment as a non-operating loss.

     Income tax benefit for Benedek Broadcasting for the year ended December 31,
1997 was $6.4 million compared to $1.9 million for the year ended December 31,
1996. For the year ended December 31, 1997, Benedek Communications had a $12.0
million income tax benefit compared to $4.7 million for the year ended December
31, 1996. Benedek Communications has a greater income tax benefit than Benedek
Broadcasting due to the net tax affect on the difference in financial expenses.
The tax effect of the excess of book depreciation over tax depreciation and a
current period net operating loss for tax purposes were the primary factors
resulting in the income tax benefit for the year ended December 31, 1997.

     Net loss for Benedek Broadcasting for the year ended December 31, 1997 was
$15.9 million as compared to $6.9 million net loss for the year ended December
31, 1996. Benedek Communications had a net loss of $24.3 million for the year
ended December 31, 1997 as compared to a net loss of $11.2 million for the year
ended December 31, 1996.

     Broadcast cash flow for the year ended December 31, 1997 increased $8.6
million or 22.1% to $47.5 million from $38.9 million for the year ended December
31, 1996 primarily as a result of the addition of the Acquired Stations. As a
percentage of net revenues, broadcast cash flow margin decreased to 37.4% for
the year ended December 31, 1997 from 40.3% for the year ended December 31,
1997. On a Same Station basis, broadcast cash flow for the year ended December
31, 1997 decreased $2.2 million or 4.4% to $47.5 million from $49.7 million for
the year ended December 31, 1996. As a percentage of net revenues, broadcast
cash flow margin on a Same Station basis decreased to 37.4% for the year ended
December 31, 1997 from 39.4% for the year ended December 31, 1996.

     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 the Company'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 the Company 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      14,844     89.1       19,683      20,239      2.8
     Depreciation and amortization.............     5,042      20,220    301.1       28,138      29,955      6.4
     Corporate.................................     1,575       2,695     71.0        3,200       3,700     15.6
                                                  -------    --------    ------    --------    --------    ------
                                                   35,666      81,518    128.4      102,863     111,226      8.1
                                                  -------    --------    ------    --------    --------    ------
Operating income...............................   $14,663    $ 14,868      1.4%    $ 17,754    $ 14,939    (15.8)%
                                                  -------    --------    ------    --------    --------    ------
                                                  -------    --------    ------    --------    --------    ------
Broadcast cash flow............................   $21,310    $ 38,864     82.4%    $ 49,292    $ 49,741      1.0%
Broadcast cash flow margin.....................      42.3%       40.3%                 40.9%       39.4%
Adjusted EBITDA................................   $19,734    $ 36,169     83.3%    $ 46,092    $ 46,041     (0.1)%
Adjusted EBITDA margin.........................      39.2%       37.5%                 38.2%       36.5%
</TABLE>

                                       38




<PAGE>
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 Acquisitions which increased net revenues 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.

     Net revenues during the year ended December 31, 1996 were adversely
affected by an unexpected weakness in advertising revenues for the Company'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 the Company's CBS affiliated stations increased by 0.9% and net
revenues of the Company's ABC affiliated stations increased by 5.2%, while net
revenues of the Company'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 Acquisitions and $2.8 million was attributable to
depreciation and amortization at the Benedek Stations owned by Benedek
Broadcasting for all of 1996. As a percentage of net revenues, operating
expenses for 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 31, 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
$15.2 million or 98.3% to $30.7 million from $15.5 million in the year ended
December 31, 1995, due to the Company'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 $4.7 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, the Company recognized no income
tax benefit due to its Subchapter S Corporation status.

     Net loss for the year ended December 31, 1996 was $11.2 million as compared
to 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 Acquisitions. 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.

                                       39




<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     Cash Flows from Operating Activities is the primary source liquidity for
the Company and were $8.5 million for the year ended December 31, 1997 compared
to $17.8 million for the year ended December 31, 1996. Cash flows from operating
activities included cash payments of interest expense which totaled $29.0
million for the year ended December 31, 1997 as compared to $22.8 million for
the year ended December 31, 1996. The increase in payments of interest expense
of $6.2 million was due to the Company's higher debt level following the
Acquisitions. For the year ended December 31, 1996, 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.

     Cash Flows from Financing Activities were $(7.6) million for the year ended
December 31, 1997 compared to $307.2 million for the year ended December 31,
1996. For the year ended December 31, 1997, cash flows from financing activities
included principal payments on notes and capital leases payable of $14.9 million
funded in part by aggregate draw downs on Benedek Broadcasting's revolving
credit facility of $10.0 million. For the year ended December 31, 1996, cash
flows from financing activities resulted from the proceeds of financing the
Acquisitions.

     At December 31, 1997, Benedek Broadcasting had available to it a maximum of
$15.0 million under the revolving credit facility of the Credit Agreement (the
'Revolving Credit Facility') of which $5.0 million was unused. From time to time
throughout 1997, Benedek Broadcasting's cash needs has required the use of the
Revolving Credit Facility for general working capital purposes and to fund
capital expenditures. During the year December 31, 1997, the highest outstanding
balance under the Revolving Credit Facility was $10.0 million.

THE FINANCING PLAN

     The Company implemented a financing plan in order to finance the
Acquisitions 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 'Discount Notes') to generate gross proceeds of $90.2
million, (ii) the sale by the Company of units consisting of Exchangeable
Redeemable Senior Preferred Stock (the '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 Preferred Stock (the 'Junior Preferred
Stock') to GECC and Mr. Paul Brissette. Benedek Broadcasting also has
outstanding $135.0 million of Senior Secured Notes due 2005 (the 'Senior Secured
Notes') which were issued in 1995 to refinance outstanding indebtedness and
finance the acquisition of the Dothan Station.

     The Company believes that the financing plan provides for a long-term
financing structure that allows management to concentrate its efforts on
maximizing results of operations. The Company anticipates that Adjusted EBITDA
of Benedek Broadcasting will be sufficient to finance the operating requirements
of the Stations, debt service requirements in respect of the Senior Secured
Notes and Term Loan Facilities and presently anticipated capital expenditures
until such time that the debt matures or requires payment in full for at least
the period until the Company is required to make cash payments in respect of the
Discount Notes, the Senior Preferred Stock and the Junior Preferred Stock. The
Company anticipates that capital expenditures of approximately $9.0 million will
be made in 1998. 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 Discount Notes until November 15, 2001.
In addition, for all dividend payment dates with respect to the Senior Preferred
Stock and interest payment dates with respect to the Discount Notes through and
including July 1, 2001, the Company may, at its option, pay dividends and/or
interest, as applicable, by adding the amount thereof to the then effective
liquidation preference of the Senior Preferred Stock or pay interest on the
Discount Notes by issuing additional Discount Notes. For all dividend payment
dates with respect to the Junior Preferred Stock prior to October 1, 2001, the
Company is required to pay such dividends by adding the amount thereof to the
then effective

                                       40




<PAGE>
liquidation preference of the Junior Preferred Stock. In order for the Company
to meet its debt service obligations after May 2001 with respect to the Discount
Notes and pay required dividends after July 1, 2001 with respect to the Senior
Preferred Stock and from and after October 1, 2001 with respect to the Junior
Preferred Stock, the Company will need to substantially increase broadcast cash
flow at the Stations or refinance the Discount Notes, Senior Preferred Stock and
Junior Preferred Stock. 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 not have been any
mandatory or voluntary prepayments of any indebtedness prior to that time and
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 Senior Preferred
Stock and the Junior Preferred Stock would be approximately $27.0 million.

     The Senior Secured Notes are senior secured obligations of Benedek
Broadcasting and rank pari passu in right of payment with the Term Loan
Facilities and revolving credit facility under the Credit Agreement. The Senior
Secured Notes are guaranteed by BLC and the Company and secured by the common
stock of BLC. The Senior Secured Notes will mature on March 1, 2005 and are
redeemable at Benedek Broadcasting's option, in whole or in part, at any time
after March 1, 2000.

     In order to repay the Discount Notes and the 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 Discount 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.

     Benedek Communications 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 Discount 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 Benedek Communications, 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 Discount Notes, the Senior Preferred Stock and the
Junior Preferred Stock), as of December 31, 1997, the Company could have
distributed approximately $188.8 million to the Company under such limitations.

     The Credit Agreement entered into by the Company as part of the financing
plan included Term Loan Facilities totaling $128.0 million and a revolving
credit facility. The Company did not meet certain financial ratios contained in
the Credit Agreement at September 30 and December 31, 1996 due to lower than
expected Adjusted EBITDA (as defined in the Credit Agreement). The lenders under
the Credit Agreement agreed to waive such noncompliance and during February
1997, amended certain covenants applicable to 1997 and the first half of 1998.
The amendment provided that for so long as the ratio of debt to Adjusted EBITDA
(as defined in the Credit Agreement) exceeded certain levels, the Term Loan
Facilities would bear interest at varying additional spreads from that
originally provided for in the Credit Agreement. The amendment further reduced
the revolving credit facility from $15.0 million to $10.0 million and increased
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 (as defined in the Credit Agreement) was at 6.75 or lower.

     The Credit Agreement was amended and restated as of December 17, 1997 to
convert existing Term Loans to new term loans, to modify certain financial
convenants and ratios, to increase the revolving credit facility to $15.0
million and to replace certain parties of the agreement. As of

                                       41




<PAGE>
December 17, 1997, the outstanding principal balance of the existing term loans
which totaled $100.8 million were converted to (1) Term Loan Series A of $77.0
million and (2) Term Loan Series B of $33.8 million. The Term Loan Facilities
generally provide for quarterly amortization until final maturity on December
31, 2004. The Company 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 1998, $2.5 million; during 1999, $11.0 million;
during 2000, $13.0 million; during 2001, $13.0 million; during 2002, $14.0
million; during 2003, $15.0 million; and during 2004, $42.3 million.

     In addition, the Company will be required to make prepayments on the Term
Loan Facilities under certain circumstances, including upon certain asset sales
and the issuance of certain debt or equity securities. The Company will also be
required to make prepayments on the Term Loan Facilities in an amount equal to
50% of excess cash flow (as defined). These mandatory prepayments will be
applied to prepay, on a pro rata basis, the Term Loan Series A and Term Loan
Series B.

     The Term Loan Series A bears interest, at the Company's option, at a base
rate plus a spread or at a Eurodollar rate plus a spread. The Term Loan Series B
bears interest, at the Company'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 Loans and Revolving Credit Facility will bear
interest are subject to reductions at such times as certain leverage ratio
performance tests are satisfied.

     The Company 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 the Company 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 $125.0 million
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
$15.0 million for general corporate purposes pursuant to the Revolving Credit
Facility. The Revolving Credit Facility has a term expiring in 2004 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 Loans and the Revolving Credit Facility are secured by certain of
Benedek Broadcasting's present and future property and assets. The Term Loans
are also guaranteed by 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 common stock of BLC.

     The Term Loans and the Revolving Credit Facility contain certain financial
covenants, including, but not limited to, covenants related to cash interest
coverage, maximum leverage ratio and minimum Consolidated Adjusted EBITDA (as
defined). In addition, the Term Loans 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 Loans and
the Revolving Credit Facility contain customary events of default for
highly-leveraged financings, including certain changes in ownership or control
of Benedek Broadcasting or the Company.

RECENT DEVELOPMENTS

     In the third quarter of 1997, the Company entered into definitive
agreements 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 The Warner Bros. Television Network prime time programming,
WB children's programming and syndicated programming of Warner Bros. and others.
The Company is currently in negotiations with cable systems in its markets for
the carriage of WeB programming. The WeB is scheduled to begin service in the
fall of 1998. The Company will be responsible for all local sales efforts for
the new channels in its markets. The Company does not anticipate a significant
effect on

                                       42




<PAGE>
operations during 1998 nor does it anticipate that significant capital
expenditures will be required in connection with the development of its WeB
affiliates.

     During August 1997, Benedek Broadcasting completed the purchase of the
television broadcasting licenses and certain equipment of two low-power
television stations located in Columbia and Jefferson City, Missouri for a
purchase price of $0.2 million. One-half of the purchase price was paid at
closing with the remainder due in two installments during 1998 and 1999.
Concurrently with such purchase, the Company entered into network affiliation
agreements for these two Stations with the Fox Television Network. These
Stations began operating in September of 1997 without material expenditures for
equipment needs.

     In connection with the acquisition of the Brissette Stations, the Company
obtained a temporary waiver of the FCC's duopoly rules which would otherwise
have precluded the Company from acquiring the Brissette Station in Madison,
Wisconsin due to the Grade A broadcast signal overlap between that Station and
the Company's Station in Rockford, Illinois. Under the FCC's current duopoly
rules, the Company will be required to dispose of one of such Stations. In
addition, the FCC has advised it will not extend the Company's temporary waiver
of such rules and as a result the Company will be required to place one of such
Stations in a trust with an independent trustee. The Company will seek to comply
with the FCC requirements by exchanging one of the Stations for another
broadcast station.

INCOME TAXES

     For the year ended December 31, 1997, Benedek Broadcasting had a tax
benefit of $6.4 million recognized consisting of a $6.7 million benefit related
to the net reduction of deferred income tax liabilities and $0.3 million of
taxes currently due. Benedek Communications had a tax benefit of $12.0 million
for the year ended December 31, 1997 consisting of a $12.3 million benefit
related to the net reduction of deferred income tax liabilities and $0.3 million
of taxes currently due.

     Under the provisions of the Internal Revenue Code, Benedek Broadcasting has
approximately $17.4 million of actual net operating loss carryforwards available
to offset future tax liabilities whereas Benedek Communications has
approximately $18.4 million available to it. These net operating loss
carryforwards expire between 2007 through 2011.

SEASONALITY

     Net revenues and operating cash flow of the Company 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.

EMERGING ACCOUNTING STANDARDS

     The Financial Accounting Standards Board (the 'FASB') has issued two new
pronouncements that the Company will be required to adopt December 31, 1998.
These pronouncements are not expected to have a significant impact on the
Company's financial statements.

     FASB Statement No. 130 'Reporting Comprehensive Income' establishes
standards for reporting and display of comprehensive income and its components
in the financial statements. This statement requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. This statement requires that
a company (a) classify terms of other comprehensive income by their nature in a
financial statement and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a statement of financial position. The Company
currently has no items of comprehensive income.

     FASB Statement No. 131 'Disclosures about Segments of an Enterprise and
Related Information' establishes standards for reporting information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial reports
issued to stockholders. Operating segments are components of an enterprise about
which separate

                                       43




<PAGE>
financial information is available and evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Not applicable.

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.

                                       44




<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

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

<TABLE>
<CAPTION>
                NAME                     AGE                              POSITION
------------------------------------   -------   -----------------------------------------------------------
<S>                                    <C>       <C>
A. Richard Benedek..................       59    Chairman, Chief Executive Officer and Director
K. James Yager......................       62    President and Director
Ronald L. Lindwall..................       52    Senior Vice President-Finance, Chief Financial Officer,
                                                   Treasurer, Secretary and Director
Terrance F. Hurley..................       42    Senior Vice President of Benedek Broadcasting
Raymond P. Maselli..................       57    Senior Vice President of Benedek Broadcasting
Clyde G. Payne......................       62    Senior Vice President of Benedek Broadcasting
Raymond J. Schonbak.................       55    Senior Vice President of Benedek Broadcasting
Keith L. Bland......................       42    Senior Vice President-Planning and Technology of Benedek
                                                   Broadcasting
Mary L. Flodin......................       42    Vice President and Controller of Benedek Broadcasting
Jay Kriegel.........................       57    Director
Paul S. Goodman.....................       43    Director
</TABLE>

     Mr. A. Richard Benedek has been engaged in the television broadcasting
industry for over 18 years. Mr. Benedek is the Chairman and Chief Executive
Officer of the Company, positions he has held since the formation of the Company
in 1996. 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 Television, Inc. ('Blue Grass') and
Youngstown Broadcasting Co., Inc. ('Youngstown') from their formation in January
1980 and September 1982, respectively, until both were merged into Benedek
Broadcasting on March 10, 1995 (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. Benedek currently serves on the
board of directors of the ABC Affiliates Association.

     Mr. K. James Yager has been engaged in the television broadcasting industry
for over 38 years. Mr. Yager is the President and a director of the Company,
positions he has held since the formation of the Company in 1996. 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 been a director of Benedek Broadcasting since 1986.
Mr. Yager has also served as Vice President of each of Blue Grass and Youngstown
from 1990 and 1993, respectively, until the Merger. Mr. Yager was employed by
Cosmos Broadcasting from 1960 until 1980, most recently 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. Yager currently serves on the board of directors of
each of the National Association of Broadcasters, Broadcast Music, Inc. and the
Television Bureau of Advertising.

     Mr. Ronald L. Lindwall is the Senior Vice President-Finance, Chief
Financial Officer, Secretary and Treasurer and a director of the Company,
positions he has held since the formation of the Company in 1996. 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 been a
director of Benedek Broadcasting since 1994. 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.

                                       45




<PAGE>
     Mr. Terrance F. Hurley has served as Senior Vice President of Benedek
Broadcasting since May 1996. From December 1995 until he became Senior Vice
President, 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 October 1994. From 1991 until May 1993, Mr. Hurley was employed
by Dix Communications as the General Sales Manager of KAAL-TV serving
Rochester-Austin, Minnesota. Mr. Hurley currently serves on the 100 Plus
Committee of the National Association of Broadcasters.

     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 WGRZ-TV of
Buffalo, New York from 1983 to 1989. Mr. Maselli started his broadcast career in
1965.

     Mr. Clyde G. Payne has been engaged in the television broadcasting industry
for over 30 years. Mr. Payne was promoted to Senior Vice President of Benedek
Broadcasting effective March 1997. From March 1995 until February 1997, he
served as Divisional Vice President of Benedek Broadcasting. Mr. Payne also
served as General Manager of WBKO-TV serving Bowling Green, Kentucky from 1970
until 1997. Mr. Payne was also part owner of WBKO-TV from 1976 until the Station
was acquired by Blue Grass in 1983. Mr. Payne has served as chairman of the
Arbitron Television Advisory Counsel and the ABC Affiliates Association, as well
as Vice Chairman of the Television Board of the National Association of
Broadcasters.

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

     Mr. Keith L. Bland has been engaged in the television broadcasting industry
for over 23 years. Mr. Bland has served as Senior 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 has served as Vice President and Controller of the
Company since its formation in 1996. 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 Frank and its predecessor firm. From 1988
to 1994, Mr. Kriegel was Senior Vice President of CBS Inc. Mr. Kriegel has
served as a director of Benedek Broadcasting since May 1994 and as a director of
the Company since its formation in 1996.

     Mr. Paul S. Goodman has been corporate counsel to Benedek Broadcasting
since 1983 and the Company since its formation in 1996. 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 Benedek Broadcasting since
November 1994 and as a director of the Company since its formation in 1996.

                                       46




<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

     The following table sets forth certain information concerning the
compensation paid to the Company's Chief Executive Officer and the other five
most highly-compensated executives during the fiscal years ended December 31,
1997, December 31, 1996 and December 31, 1995.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                              ANNUAL COMPENSATION
                                                   ------------------------------------------
                                                                                   OTHER                  ALL
                                                                                  ANNUAL                 OTHER
      NAME AND PRINCIPAL POSITION          YEAR    SALARY($)    BONUS($)      COMPENSATION($)      COMPENSATION($)(a)
----------------------------------------   ----    ---------    --------      ---------------      ------------------
<S>                                        <C>     <C>          <C>           <C>                  <C>
A. Richard Benedek, Chairman               1997      750,000      --              --                     11,218
  and Chief Executive Officer              1996      525,000      --              --                      9,598
                                           1995      475,000      --              --                      8,378

K. James Yager, President                  1997      415,500      --              --                     14,875
                                           1996      406,586      --              --                     15,465
                                           1995      344,950      --              --                     17,826

Ronald L. Lindwall, Senior Vice            1997      174,327     25,000           --                      4,555
  President-Finance, Chief Financial       1996      149,530     25,000           --                      4,458
  Officer, Secretary and Treasurer         1995      107,652     55,000           --                      3,649

Terrance F. Hurley, Senior Vice            1997      174,327      --              --                      3,530
  President                                1996      125,538     25,000           --                      2,573

Raymond P. Maselli, Senior Vice            1997      174,352      --              --                      7,703
  President

Raymond J. Schonbak, Senior Vice           1997      182,693      --               99,561(b)              5,544
  President
</TABLE>

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

 (a) Represents the amount of the Company's contribution under its 401(k) plan
     and life insurance premiums.

 (b) Represents relocation expenses ($63,554), amounts reimbursed for the
     payment of taxes ($31,116), personal use of Company vehicle and medical
     insurance.

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

     As of December 31, 1997, K. James Yager, the President of the Company, held
options to purchase 370,000 shares of Class B Common Stock of the Company. Based
upon a method of valuation chosen by the Company, the Company believes the
options were not in-the-money as of December 31, 1997.

DIRECTOR COMPENSATION

     All directors hold office until their successors are duly elected and
qualify. Executive officers of the Company are appointed by the Board of
Directors and serve at the Board's discretion. In 1997, the Company paid each
director who is not an employee of the Company $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 the Company.

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

                                       47




<PAGE>
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
the Company, serve as directors of the Company. Presently, the Company 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 the Company's performance and growth, industry standards for
similarly situated companies and experience and qualitative performance of such
executive officers.

     On January 1, 1998, Mr. K. James Yager, the President and a director of the
Company, exercised options to purchase 370,000 shares of Class B Common Stock of
the Company for an aggregate exercise price of $555,000. Mr. Yager borrowed the
funds necessary to pay the exercise price from the Company, which loan is
evidenced by a promissory note which bears interest at the rate of 5.93% per
annum and is payable on December 31, 2007.

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

     Mr. A. Richard Benedek, the Chairman and Chief Executive Officer of the
Company, owns 6,467,600 shares of Class B Common Stock of the Company,
representing 87.4% of its outstanding common stock.

     Mr. Stephen Benedek, the son of Mr. A. Richard Benedek, owns 562,400 shares
of Class B Common Stock of the Company, representing 7.6% of its outstanding
common stock. Mr. Stephen Benedek is not an officer, director or employee of the
Company.

     Mr. K. James Yager, the President and a director of the Company, owns
370,000 shares of Class B Common Stock of the Company, representing 5.0% of its
outstanding common stock.

     See 'Management's Discussion and Analysis of Financial Condition and
Results of Operations -- The Financing Plan' for a discussion with respect to
arrangements which may result in a change in control of Benedek Broadcasting
and/or BLC.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On January 1, 1998, Mr. K. James Yager, the President and a director of the
Company, exercised options to purchase 370,000 shares of Class B Common Stock of
the Company for an aggregate exercise price of $555,000. Mr. Yager borrowed the
funds necessary to pay the exercise price from the Company, which loan is
evidenced by a promissory note which bears interest at the rate of 5.93% per
annum and is payable on December 31, 2007.

     Paul S. Goodman, a member of the law firm of Shack & Siegel, P.C., is a
director of the Company. During the fiscal year ended December 31, 1997, the
Company paid approximately $222,000 for legal services to Shack & Siegel, P.C.

                                       48




<PAGE>
                                    PART IV

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

     (a)(1) Consolidated Financial Statements of the Company.

<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              -----

<S>                                                                                                           <C>
Benedek Communications Corporation and Subsidiaries
     Independent Auditor's Report..........................................................................     F-2
     Consolidated Balance Sheets as of December 31, 1996 and 1997..........................................     F-3
     Consolidated Statements of Operations for the Three Years Ended December 31, 1997.....................     F-4
     Consolidated Statements of Stockholder's Equity (Deficit) for the Three Years Ended December 31,
      1997.................................................................................................     F-5
     Consolidated Statements of Cash Flows for the Three Years Ended December 31, 1997.....................     F-6
     Notes to Consolidated Financial Statements............................................................     F-8

Benedek License Corporation
     Independent Auditor's Report..........................................................................    F-25
     Balance Sheets as of December 31, 1996 and 1997.......................................................    F-26
     Statements of Operations for the Period February 28, 1995 through December 31, 1995 and the Two Years
      Ended December 31, 1997..............................................................................    F-27
     Statements of Stockholder's Equity for the Period February 28, 1995 through December 31, 1995 and the
      Two Years Ended December 31, 1997....................................................................    F-28
     Statements of Cash Flows for the Period February 28, 1995 through December 31, 1995 and the Two Years
      Ended December 31, 1997..............................................................................    F-29
     Notes to Financial Statements.........................................................................    F-30
     (a)(2) Supplemental Schedule.
Benedek Communications Corporation and Subsidiaries
     Independent Auditor's Report..........................................................................     S-1
     Schedule II -- Valuation and Qualifying Accounts......................................................     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.

                                       49




<PAGE>
     (a)(3) Exhibits.

<TABLE>
<C>      <S>
  3.1    -- Certificate of Incorporation of Benedek Communications Corporation, as amended, incorporated by reference
            to Exhibit 3.1 to Benedek Communications Corporation's Registration Statement on Form S-4, File No.
            333-09529, filed on August 2, 1996 (the 'S-4 Registration Statement').
  3.2    -- By-Laws of Benedek Communications Corporation, incorporated by reference to Exhibit 3.2 to the S-4
            Registration Statement.
  3.3    -- Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other
            Special Rights of 15.0% Exchangeable Redeemable Senior Preferred Stock due 2007 and Qualifications,
            Limitations and Restrictions thereof of Benedek Communications Corporation, incorporated by reference to
            Exhibit 3.3 to the S-4 Registration Statement.
  3.4    -- Certificate of Designation, Preferences and Relative, Participating, Optional and Other Special Rights of
            Series C Junior Discount Preferred Stock and Qualifications, Limitations and Restrictions thereof of
            Benedek Communications Corporation, incorporated by reference to Exhibit 3.4 to the S-4 Registration
            Statement.
  3.5    -- Certificate of Incorporation of Benedek Broadcasting Corporation, as amended, incorporated by reference
            to Exhibit 3.1 to Benedek Broadcasting Corporation's Registration Statement on Form S-1, File No.
            33-91412, filed on April 20, 1995 (the 'S-1 Registration Statement').
  3.6    -- By-Laws of Benedek Broadcasting Corporation, as amended, incorporated by reference to Exhibit 3.2 to the
            S-1 Registration Statement.
  3.7    -- Certificate of Incorporation of Benedek License Corporation, incorporated by reference to Exhibit 3.3 to
            Benedek Broadcasting Corporation's Quarterly Report on From 10-Q for the quarter ended June 30, 1996 (the
            'Second Quarter 1996 10-Q').
  3.8    -- 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 May 15, 1996 between Benedek Communications Corporation and United States Trust
            Company of New York, relating to the 13 1/4% Senior Subordinated Discount Notes due 2006 of Benedek
            Communications Corporation, incorporated by reference to Exhibit 4.1 to the S-4 Registration Statement.
  4.2    -- Form of 13 1/4% Senior Subordinated Discount Note due 2006 of Benedek Communications Corporation
            (included in Exhibit 4.1 hereof), incorporated by reference to Exhibit 4.2 to the S-4 Registration
            Statement.
  4.3    -- Indenture dated as of March 1, 1995 between Benedek Broadcasting Corporation and The Bank of New York,
            relating to the 11 7/8% Senior Secured Notes due 2005 of Benedek Broadcasting Corporation, incorporated by
            reference to Exhibit 4.3 to the S-4 Registration Statement.
  4.4    -- Form of 11 7/8% Senior Secured Note due 2005 of Benedek Broadcasting Corporation (included in Exhibit 4.3
            hereof), incorporated by reference to Exhibit 4.4 to the S-4 Registration Statement.
  4.5    -- First Supplemental Indenture dated as of June 6, 1996 among Benedek Broadcasting Corporation, Benedek
            License Corporation and The Bank of New York, incorporated by reference to Exhibit 4.3 to the Second
            Quarter 1996 10-Q.
  4.6    -- Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other
            Special Rights of 15.0% Exchangeable Redeemable Senior Preferred Stock due 2007 and Qualifications,
            Limitations and Restrictions thereof of Benedek Communications Corporation (filed as Exhibit 3.3 hereof),
            incorporated by reference to Exhibit 4.5 to the S-4 Registration Statement.
  4.7    -- Certificate of Designation, Preferences and Relative, Participating, Optional and Other Special Rights of
            Series C Junior Discount Preferred Stock and Qualifications, Limitations and Restrictions thereof of
            Benedek Communications Corporation (filed as Exhibit 3.4 hereof), incorporated by reference to Exhibit 4.6
            to the S-4 Registration Statement.
  4.8    -- Warrant Agreement dated as of June 5, 1996 between Benedek Communications Corporation and IBJ Schroder
            Bank & Trust Company with respect to Class A Common Stock of Benedek Communications Corporation,
            incorporated by reference to Exhibit 4.7 to the S-4 Registration Statement.
 10.1    -- Purchase Agreement dated May 30, 1996 between Benedek Communications Corporation and Goldman, Sachs &
            Co., incorporated by reference to Exhibit 10.1 to the S-4 Registration Statement.
</TABLE>

                                       50




<PAGE>

<TABLE>
<C>      <S>
 10.2    -- Exchange and Registration Rights Agreement dated May 30, 1996 between Benedek Communications Corporation
            and Goldman, Sachs & Co. with respect to the 13 1/4% Senior Subordinated Discount Notes due 2006 of
            Benedek Communications Corporation, incorporated by reference to Exhibit 10.2 to the S-4 Registration
            Statement.
 10.3    -- Placement Agreement dated June 5, 1996 among Benedek Communications Corporation, Goldman, Sachs & Co. and
            BT Securities Corporation, incorporated by reference to Exhibit 10.3 to the S-4 Registration Statement.
 10.4    -- Exchange and Registration Rights Agreement dated June 5, 1996 among Benedek Communications Corporation,
            Goldman, Sachs & Co. and BT Securities Corporation with respect to the 15.0% Exchangeable Redeemable
            Senior Preferred Stock due 2007 of Benedek Communications Corporation, incorporated by reference to
            Exhibit 10.4 to the S-4 Registration Statement.
 10.5    -- Warrant Agreement dated as of June 5, 1996 between Benedek Communications Corporation and IBJ Schroder
            Bank & Trust Company (filed as Exhibit 4.8 hereof), incorporated by reference to Exhibit 10.5 to the S-4
            Registration Statement.
 10.6    -- Contingent Warrant Escrow Agreement dated June 5, 1996 between Benedek Communications Corporation and IBJ
            Schroder Bank & Trust Company, incorporated by reference to Exhibit 10.6 to the S-4 Registration
            Statement.
 10.7    -- Common Stock Registration Rights Agreement dated as of June 5, 1996 among Benedek Communications
            Corporation, Goldman, Sachs & Co. and BT Securities Corporation, incorporated by reference to Exhibit 10.7
            to the S-4 Registration Statement.
*10.8    -- Amended and Restated Credit Agreement dated as of December 17, 1997 among Benedek Communications
            Corporation, Benedek Broadcasting Corporation, the Lenders listed therein and Bankers Trust Company, as
            Agent.
*10.9    -- Amended and Restated Guaranty dated as of December 17, 1997 by Benedek Communications Corporation in
            favor of Bankers Trust Company.
*10.10   -- Amended and Restated Guaranty dated as of December 17, 1997 by Benedek License Corporation in favor of
            Bankers Trust Company.
*10.11   -- Amended and Restated Pledge Agreement dated as of December 17, 1997 between Benedek Communications
            Corporation and Bankers Trust Company.
*10.12   -- Amended and Restated Security Agreement dated as of December 17, 1997 between Benedek Communications
            Corporation and Bankers Trust Company.
*10.13   -- Amended and Restated Accounts Receivable Security Agreement dated as of December 17, 1997 between Benedek
            Broadcasting Corporation and Bankers Trust Company.
*10.14   -- Amended and Restated Acquired Assets Security Agreement dated as of December 17, 1997 between Benedek
            Broadcasting Corporation and Bankers Trust Company.
*10.15   -- Amended and Restated Tangible Assets Security Agreement dated as of December 17, 1997 between Benedek
            Broadcasting Corporation and Bankers Trust Company.
*10.16   -- Amended and Restated Collateral Account Agreement dated as of December 17, 1997 between Benedek
            Communications Corporation and Bankers Trust Company.
*10.17   -- Master Assignment Agreement dated as of December 17, 1997 among Benedek Communications Corporation,
            Benedek Broadcasting Corporation, Canadian Imperial Bank of Commerce, New York Agency, and the Financial
            Institutions listed therein.
 10.18   -- Form of Indemnity Agreement between Benedek Communications Corporation and each of its executive officers
            and directors, incorporated by reference to Exhibit 10.14 to the S-4 Registration Statement.
 10.19   -- Employment Agreement dated as of June 6, 1996 between Benedek Broadcasting Corporation and A. Richard
            Benedek, incorporated by reference to Exhibit 10.16 to the S-4 Registration Statement.
 10.20   -- Employment Agreement dated as of June 6, 1996 between Benedek Broadcasting Corporation and K. James
            Yager, incorporated by reference to Exhibit 10.17 to the S-4 Registration Statement.
 10.21   -- Employment Agreement dated as of June 6, 1996 between Benedek Broadcasting Corporation and Ronald L.
            Lindwall, incorporated by reference to Exhibit 10.19 to the S-4 Registration Statement.
 10.22   -- Employment Agreement dated as of June 6, 1996 between Benedek Broadcasting Corporation and Terrance F.
            Hurley, incorporated by reference to Exhibit 10.20 to the S-4 Registration Statement.
</TABLE>

                                       51




<PAGE>

<TABLE>
<C>      <S>
*21      -- Subsidiaries of Benedek Communications Corporation and Benedek Broadcasting Corporation.
*23      -- Consent of McGladrey & Pullen, LLP.
*27.1    -- Financial Data Schedule pursuant to Article 5 of Regulation S-X with respect to Benedek Communications
            Corporation.
*27.2    -- Financial Data Schedule pursuant to Article 5 of Regulation S-X with respect to Benedek Broadcasting
            Corporation.
</TABLE>

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

*  Filed herewith

     (b) Reports on Form 8-K

        None.

                                       52




<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.

Date: March 24, 1998

                                            BENEDEK COMMUNICATIONS CORPORATION
                                                       (REGISTRANT)

                                          By:       /S/ A. RICHARD BENEDEK
                                               .................................

                                                     A. RICHARD BENEDEK
                                            CHAIRMAN AND CHIEF EXECUTIVE OFFICER

     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
------------------------------------------  --------------------------------------------   -------------------
<C>                                         <S>                                            <C>
          /s/ A. RICHARD BENEDEK            Chairman and Chief Executive Officer             March 24, 1998
 .........................................    (Principal Executive Officer) and Director
            A. RICHARD BENEDEK

            /s/ K. JAMES YAGER              President and Director                           March 24, 1998
 .........................................
              K. JAMES YAGER

          /s/ RONALD L. LINDWALL            Senior Vice President -- Finance, Chief          March 24, 1998
 .........................................    Financial Officer, Secretary and Treasurer
            RONALD L. LINDWALL                (Principal Financial and Accounting
                                              Officer) and Director

             /s/ JAY KRIEGEL                Director                                         March 24, 1998
 .........................................
               JAY KRIEGEL

           /s/ PAUL S. GOODMAN              Director                                         March 24, 1998
 .........................................
             PAUL S. GOODMAN
</TABLE>

                                       53




<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.

Date: March 24, 1998

                                             BENEDEK BROADCASTING CORPORATION
                                                       (REGISTRANT)

                                          By:       /S/ A. RICHARD BENEDEK
                                               .................................

                                                     A. RICHARD BENEDEK
                                            CHAIRMAN AND CHIEF EXECUTIVE OFFICER

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

<C>                                         <S>                                            <C>
          /s/ A. RICHARD BENEDEK            Chairman and Chief Executive Officer             March 24, 1998
 .........................................    (Principal Executive Officer) and Director
            A. RICHARD BENEDEK

            /s/ K. JAMES YAGER              President and Director                           March 24, 1998
 .........................................
              K. JAMES YAGER

          /s/ RONALD L. LINDWALL            Senior Vice President -- Finance, Chief          March 24, 1998
 .........................................    Financial Officer, Secretary and Treasurer
            RONALD L. LINDWALL                (Principal Financial and Accounting
                                              Officer) and Director

             /s/ JAY KRIEGEL                Director                                         March 24, 1998
 .........................................
               JAY KRIEGEL

           /s/ PAUL S. GOODMAN              Director                                         March 24, 1998
 .........................................
             PAUL S. GOODMAN
</TABLE>

                                       54




<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.

Date: March 24, 1998

                                               BENEDEK LICENSE CORPORATION
                                            (SUBSIDIARY GUARANTOR REGISTRANT)

                                          By:       /S/ RONALD L. LINDWALL
                                               .................................

                                                     RONALD L. LINDWALL
                                                SENIOR VICE PRESIDENT, CHIEF
                                               FINANCIAL OFFICER, SECRETARY AND
                                                          TREASURER

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

<C>                                         <S>                                            <C>
          /s/ A. RICHARD BENEDEK            Chairman and Chief Executive Officer             March 24, 1998
 .........................................    (Principal Executive Officer) and Director
            A. RICHARD BENEDEK                of Benedek License Corporation

            /s/ K. JAMES YAGER              President and Director of Benedek License        March 24, 1998
 .........................................    Corporation
              K. JAMES YAGER

          /s/ RONALD L. LINDWALL            Senior Vice President, Chief Financial           March 24, 1998
 .........................................    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 24, 1998
 .........................................
             PAUL S. GOODMAN
</TABLE>

                                       55




<PAGE>
     SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.

     No annual report or proxy material was sent to security holders by the
Company during the fiscal year ended December 31, 1997.

                                       56




<PAGE>
                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----
<S>                                                                                                 <C>
Benedek Communications Corporation and Subsidiaries and Benedek Broadcasting Corporation and
  Subsidiary
     Independent Auditor's Report................................................................    F-2
     Consolidated Balance Sheets as of December 31, 1996 and 1997................................    F-3
     Consolidated Statements of Operations for the Three Years Ended December 31, 1997...........    F-4
     Consolidated Statements of Stockholder's Equity (Deficit) for the Three Years Ended December
      31, 1997...................................................................................    F-5
     Consolidated Statements of Cash Flows for the Three Years Ended December 31, 1997...........    F-6
     Notes to Consolidated Financial Statements..................................................    F-8

Benedek License Corporation
     Independent Auditor's Report................................................................   F-25
     Balance Sheets as of December 31, 1996 and 1997.............................................   F-26
     Statements of Operations for the Period February 28, 1995 through December 31, 1995 and the
      Two Years Ended December 31, 1997..........................................................   F-27
     Statements of Stockholder's Equity for the Period February 28, 1995 through December 31,
      1995 and the Two Years Ended December 31, 1997.............................................   F-28
     Statements of Cash Flows for the Period February 28, 1995 through December 31, 1995 and the
      Two Years Ended December 31, 1997..........................................................   F-29
     Notes to Financial Statements...............................................................   F-30
</TABLE>

                                      F-1




<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES AND
BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
Rockford, Illinois

     We have audited the accompanying consolidated balance sheets of Benedek
Communications Corporation and subsidiaries and Benedek Broadcasting Corporation
(a wholly-owned subsidiary of Benedek Communications Corporation) and subsidiary
as of December 31, 1996 and 1997 and the related consolidated statements of
operations, stockholder's equity (deficit), and cash flows for the years ended
December 31, 1995, 1996 and 1997. 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
Communications Corporation and subsidiaries and Benedek Broadcasting Corporation
and subsidiary as of December 31, 1996 and 1997 and the results of their
operations and their cash flows for the years ended December 31, 1995, 1996 and
1997, in conformity with generally accepted accounting principles.

                                          /S/ MCGLADREY & PULLEN, LLP

Rockford, Illinois
February 7, 1998

                                      F-2




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                -------------------------------------------------------------
                                            1996                            1997
                                -----------------------------   -----------------------------
                                  BENEDEK         BENEDEK         BENEDEK         BENEDEK
                                BROADCASTING   COMMUNICATIONS   BROADCASTING   COMMUNICATIONS
                                CORPORATION     CORPORATION     CORPORATION     CORPORATION
                                ------------   --------------   ------------   --------------
                                       (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                             <C>            <C>              <C>            <C>
       ASSETS (Note G)
Current Assets
    Cash and cash
     equivalents..............    $  8,090        $  8,091        $  2,647        $  2,648
    Receivables
        Trade, less allowance
        for doubtful accounts
        of $484 and $472 for
        1996 and 1997.........      23,744          23,744          25,004          25,004
        Due from seller.......         474             474          --             --
        Other.................         386             385           1,729           1,729
    Current portion of program
     broadcast rights.........       4,428           4,428           4,869           4,869
    Prepaid expenses..........       1,453           1,453           1,659           1,659
    Deferred income taxes.....       1,333           1,333           1,004           1,004
                                ------------   --------------   ------------   --------------
        Total current
        assets................      39,908          39,908          36,912          36,913
                                ------------   --------------   ------------   --------------
Property and equipment (Note
  D)..........................      84,021          84,021          73,811          73,811
                                ------------   --------------   ------------   --------------
Intangible assets (Note E)....     354,622         354,622         345,588         345,588
                                ------------   --------------   ------------   --------------
Other Assets
    Program broadcast rights,
     less current portion
     (Note H).................       2,298           2,298           1,796           1,796
    Deferred loan costs.......       9,667          13,386           7,245          10,216
    Land held for sale........         109             109             109             109
    Other.....................         671             671              62              62
                                ------------   --------------   ------------   --------------
                                    12,745          16,464           9,212          12,183
                                ------------   --------------   ------------   --------------
                                  $491,296        $495,015        $465,523        $468,495
                                ------------   --------------   ------------   --------------
                                ------------   --------------   ------------   --------------
LIABILITIES AND STOCKHOLDER'S
        EQUITY (DEFICIT)
Current Liabilities
    Current maturities of
     notes payable............    $ 14,015        $ 14,015        $ 13,480        $ 13,480
    Current program broadcast
     rights payable...........       6,120           6,120           6,762           6,762
    Accounts payable and
     accrued expenses (Note
     I).......................      15,369          15,369          13,476          13,477
    Deferred revenue..........         707             707             683             683
                                ------------   --------------   ------------   --------------
            Total current
               liabilities....      36,211          36,211          34,401          34,402
                                ------------   --------------   ------------   --------------
Long-Term Obligations
    Notes and leases payable
     (Note G).................     247,171         344,219         247,114         357,437
    Program broadcast rights
     payable (Note H).........       1,592           1,592           1,353           1,353
    Deferred revenue..........       4,435           4,435           3,760           3,760
    Deferred income taxes
     (Note K).................      57,415          54,600          50,345          41,895
                                ------------   --------------   ------------   --------------
                                   310,613         404,846         302,572         404,445
                                ------------   --------------   ------------   --------------
Exchangeable redeemable senior
  preferred stock liquidation
  preference 1996 $65,257,
  1997 $75,610 (Note F).......      --              58,462          --              73,660
                                ------------   --------------   ------------   --------------
Seller junior discount
  preferred stock (Note F)....      --              47,057          --              50,896
                                ------------   --------------   ------------   --------------
Commitments (Note H, J)
Stockholder's Equity (Deficit)
  (Note C, F, L)
    Common stock, no par,
     authorized 200 shares,
     issued 179.09 shares.....       1,047         --                1,047         --
    Common stock, Class A
     $0.01 par value
     25,000,000 authorized
     none issued or
     outstanding..............      --             --               --             --
    Common stock, Class B
     $0.01 par value
     25,000,000 authorized,
     7,030,000 issued and
     outstanding..............      --                  70          --                  70
    Additional paid-in
     capital..................     149,592         (35,347)        149,592         (40,192)
    Accumulated deficit.......      (4,686)        (16,284)        (20,608)        (54,786)
                                ------------   --------------   ------------   --------------
                                   145,953         (51,561)        130,031         (94,908)
Less 30.24 shares of common
  stock held in treasury......      (1,481)        --               (1,481)        --
                                ------------   --------------   ------------   --------------
                                   144,472         (51,561)        128,550         (94,908)
                                ------------   --------------   ------------   --------------
                                  $491,296        $495,015        $465,523        $468,495
                                ------------   --------------   ------------   --------------
                                ------------   --------------   ------------   --------------
</TABLE>

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

                                      F-3




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31,
                                ------------------------------------------------------------------------------------------------
                                             1995                             1996                             1997
                                ------------------------------   ------------------------------   ------------------------------
                                  BENEDEK          BENEDEK         BENEDEK          BENEDEK         BENEDEK          BENEDEK
                                BROADCASTING    COMMUNICATIONS   BROADCASTING    COMMUNICATIONS   BROADCASTING    COMMUNICATIONS
                                CORPORATION      CORPORATION     CORPORATION      CORPORATION     CORPORATION      CORPORATION
                                ------------    --------------   ------------    --------------   ------------    --------------
                                                        (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<S>                             <C>             <C>              <C>             <C>              <C>             <C>
Net revenues..................    $ 50,329         $ 50,329        $ 96,386         $ 96,386        $127,073         $127,073
                                ------------    --------------   ------------    --------------   ------------    --------------
Operating expenses:
    Selling, technical and
      program expenses........      21,199           21,199          43,759           43,759          60,385           60,385
    General and
      administrative..........       7,850            7,850          14,844           14,844          19,618           19,618
    Depreciation and
      amortization............       5,042            5,042          20,220           20,220          31,380           31,380
    Corporate.................       1,575            1,575           2,695            2,695           3,787            3,787
                                ------------    --------------   ------------    --------------   ------------    --------------
                                    35,666           35,666          81,518           81,518         115,170          115,170
                                ------------    --------------   ------------    --------------   ------------    --------------
        Operating income......      14,663           14,663          14,868           14,868          11,903           11,903
                                ------------    --------------   ------------    --------------   ------------    --------------
Financial income (expense):
    Interest expense: (Note A)
        Cash interest.........     (15,160)         (15,160)        (22,841)         (22,841)        (28,996)         (28,996)
        Other interest........        (712)            (712)         (1,030)          (8,130)         (5,352)         (19,374)
                                ------------    --------------   ------------    --------------   ------------    --------------
                                   (15,872)         (15,872)        (23,871)         (30,971)        (34,348)         (48,370)
    Interest income...........         397              397             282              282             130              130
                                ------------    --------------   ------------    --------------   ------------    --------------
                                   (15,475)         (15,475)        (23,589)         (30,689)        (34,218)         (48,240)
                                ------------    --------------   ------------    --------------   ------------    --------------
        (Loss) before income
          tax benefit and
          extraordinary
          item................        (812)            (812)         (8,721)         (15,821)        (22,315)         (36,337)
Income tax benefit (Note K)...      --              --                1,849            4,664           6,393           12,027
                                ------------    --------------   ------------    --------------   ------------    --------------
        (Loss) before
          extraordinary
          item................        (812)            (812)         (6,872)         (11,157)        (15,922)         (24,310)
Extraordinary item, gain on
  early extinguishment of debt
  (Note G)....................       6,864            6,864          --              --               --              --
                                ------------    --------------   ------------    --------------   ------------    --------------
        Net income (loss).....    $  6,052            6,052        $ (6,872)         (11,157)       $(15,922)         (24,310)
                                ------------                     ------------                     ------------
                                ------------                     ------------                     ------------
Preferred stock dividends and
  accretion...................                      --                                (9,519)                         (19,037)
                                                --------------                   --------------                   --------------
Net income (loss) applicable
  to common stock.............                     $  6,052                         $(20,676)                        $(43,347)
                                                --------------                   --------------                   --------------
                                                --------------                   --------------                   --------------
Basic and diluted earnings
  (loss) per common share:
    Loss before extraordinary
      item....................                     $  (0.12)                        $  (2.94)                        $  (6.17)
    Extraordinary item........                         0.98                          --                               --
                                                --------------                   --------------                   --------------
Earnings (loss) per common
  share.......................                     $   0.86                         $  (2.94)                        $  (6.17)
                                                --------------                   --------------                   --------------
                                                --------------                   --------------                   --------------
Weighted-average common shares
  outstanding.................                    7,030,000                        7,030,000                        7,030,000
                                                --------------                   --------------                   --------------
                                                --------------                   --------------                   --------------
</TABLE>

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

                                      F-4




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
                  YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

                        BENEDEK BROADCASTING CORPORATION

<TABLE>
<CAPTION>
                                                                  ADDITIONAL
                                                        COMMON    PAID-IN     ACCUMULATED    TREASURY
                                                        STOCK     CAPITAL       DEFICIT       STOCK       TOTAL
                                                        ------    --------    -----------    --------    --------
                                                                             (IN THOUSANDS)

<S>                                                     <C>       <C>         <C>            <C>         <C>
Balance at December 31, 1994.........................   $1,047    $  2,758     $ (44,939)    $ (1,481)   $(42,615)
     Net Income......................................    --          --            6,052        --          6,052
                                                        ------    --------    -----------    --------    --------
Balance at December 31, 1995.........................   $1,047    $  2,758     $ (38,887)    $ (1,481)   $(36,563)
     Contribution of additional paid-in capital by
       parent in connection with acquisitions........    --        187,907        --            --        187,907
     Reclassification of accumulated deficit due to
       change in income tax status...................    --        (41,073)       41,073        --          --
     Net (loss)......................................    --          --           (6,872)       --         (6,872)
                                                        ------    --------    -----------    --------    --------
Balance at December 31, 1996.........................   $1,047    $149,592     $  (4,686)    $ (1,481)   $144,472
     Net (loss)......................................    --          --          (15,922)       --        (15,922)
                                                        ------    --------    -----------    --------    --------
Balance at December 31, 1997.........................   $1,047    $149,592     $ (20,608)    $ (1,481)   $128,550
                                                        ------    --------    -----------    --------    --------
                                                        ------    --------    -----------    --------    --------
</TABLE>

                       BENEDEK COMMUNICATIONS CORPORATION

<TABLE>
<CAPTION>
                                                                             ADDITIONAL
                                                                   COMMON     PAID-IN      ACCUMULATED
                                                                   STOCK      CAPITAL        DEFICIT       TOTAL
                                                                   ------    ----------    -----------    --------
                                                                                   (IN THOUSANDS)

<S>                                                                <C>       <C>           <C>            <C>
Balance at December 31, 1994....................................    $ 70      $  2,253      $ (44,939)    $(42,616)
                                                                   ------    ----------    -----------    --------
     Net income.................................................    --          --              6,052        6,052
                                                                   ------    ----------    -----------    --------
Balance at December 31, 1995....................................    $ 70      $  2,253      $ (38,887)    $(36,564)
     Allocation of proceeds from sale of exchangeable redeemable
       senior preferred stock to initial warrants...............    --           9,000         --            9,000
     Accretion to exchangeable redeemable senior preferred stock
       (Note F).................................................    --          (2,205)        --           (2,205)
     Financial costs related to the sale of preferred stock.....    --          (3,322)        --           (3,322)
     Reclassification of accumulated deficit due to change in
       income tax status........................................    --         (41,073)        41,073        --
     Dividends on preferred stock...............................    --          --             (7,313)      (7,313)
     Net (loss).................................................    --          --            (11,157)     (11,157)
                                                                   ------    ----------    -----------    --------
Balance at December 31, 1996....................................    $ 70      $(35,347)     $ (16,284)    $(51,561)
     Accretion to exchangeable redeemable senior preferred stock
       (Note F).................................................    --          (4,845)        --           (4,845)
     Dividends on preferred stock...............................    --          --            (14,192)     (14,192)
     Net (loss).................................................    --          --            (24,310)     (24,310)
                                                                   ------    ----------    -----------    --------
Balance at December 31, 1997....................................    $ 70      $(40,192)     $ (54,786)    $(94,908)
                                                                   ------    ----------    -----------    --------
                                                                   ------    ----------    -----------    --------
</TABLE>

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

                                      F-5




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                               ---------------------------------------------------------------------------------------------
                                           1995                            1996                            1997
                               -----------------------------   -----------------------------   -----------------------------
                                 BENEDEK         BENEDEK         BENEDEK         BENEDEK         BENEDEK         BENEDEK
                               BROADCASTING   COMMUNICATIONS   BROADCASTING   COMMUNICATIONS   BROADCASTING   COMMUNICATIONS
                               CORPORATION     CORPORATION     CORPORATION     CORPORATION     CORPORATION     CORPORATION
                               ------------   --------------   ------------   --------------   ------------   --------------
                                                                      (IN THOUSANDS)
<S>                            <C>            <C>              <C>            <C>              <C>            <C>
Cash flows from operating
  activities
    Net income (loss).........   $  6,052        $  6,052       $   (6,872)     $  (11,157)      $(15,922)       $(24,310)
         Adjustments to
           reconcile net
           income (loss) to
           net cash provided
           by operating
           activities:
             Amortization of
               program
               broadcast
               rights.........      2,162           2,162            4,399           4,399          6,401           6,401
             Depreciation and
               amortization...      3,297           3,297           13,839          13,839         20,971          20,971
             (Gain) on early
               extinguishment
               of debt........     (6,864)         (6,864)         --              --              --             --
             Amortization and
               write-off of
               intangibles and
               deferred loan
               costs..........      2,425           2,425            7,387           7,617         15,031          15,779
             Amortization of
               note
               discount.......     --             --               --                6,870         --              13,275
             Payment of
               deferred and
               contingent
               interest.......     (4,406)         (4,406)         --              --              --             --
             Payment of
               prepayment
               premiums.......     (2,749)         (2,749)         --              --              --             --
             Deferred income
               taxes..........     --             --                (1,944)         (4,759)        (6,741)        (12,376)
             Other............         32              32          --              --                 610             610
    Changes in operating
      assets and liabilities,
      net of effects of
      acquisitions:
             Receivables......     (4,574)         (4,574)            (723)           (722)        (2,603)         (2,603)
             Due to sellers...     --             --                 2,188           2,188           (153)           (153)
             Prepaid expenses
               and other......        (48)            (48)            (266)           (266)          (206)           (206)
             Payments on
               program
               broadcast
               rights
               payable........     (2,132)         (2,132)          (3,318)         (3,318)        (5,937)         (5,937)
             Accounts payable
               and accrued
               expenses.......      4,738           4,738            3,566           3,566         (2,281)         (2,281)
             Deferred
               revenue........      4,750           4,750             (414)           (414)          (699)           (699)
             Deferred and
               contingent
               interest
               payable........        567             567          --              --              --             --
                               ------------   --------------   ------------   --------------   ------------   --------------
                  Net cash
                    provided
                    by
                    operating
                 activities...      3,250           3,250           17,842          17,843          8,471           8,471
                               ------------   --------------   ------------   --------------   ------------   --------------
Cash flows from investing
  activities
    Purchase of property and
      equipment...............     (1,479)         (1,479)          (4,165)         (4,165)        (6,174)         (6,174)
    Proceeds from sale of
      equipment...............        426             426              207             207            103             103
    Payment for acquisition of
      stations................    (26,699)        (26,699)        (322,082)       (322,082)        --             --
    Deposit on acquisition and
      acquisition costs.......     (3,225)         (3,225)         --              --              --             --
    Purchase of other
      assets..................     --             --                  (671)           (671)          (211)           (211)
    Other.....................          5               5               79              79         --             --
                               ------------   --------------   ------------   --------------   ------------   --------------
                  Net cash
                    (used in)
                    investing
                 activities...    (30,972)        (30,972)        (326,632)       (326,632)        (6,282)         (6,282)
                               ------------   --------------   ------------   --------------   ------------   --------------
Cash flows from financing
  activities
    Principal payments on
      notes payable...........    (96,351)        (96,351)          (3,647)         (3,647)       (14,864)        (14,864)
    Proceeds from issuance of
      preferred stock.........     --             --               --              105,000         --             --
    Proceeds from long-term
      borrowing...............    135,000         135,000          128,000         218,178         10,000          10,000
    Contribution of paid-in
      capital by parent.......     --             --               187,907         --              --             --
    Payment of debt and
      preferred stock
      acquisition costs.......     (5,876)         (5,876)          (5,048)        (12,319)        (2,768)         (2,768)
                               ------------   --------------   ------------   --------------   ------------   --------------
                  Net cash
                    provided
                    by (used
                    in)
                    financing
                 activities...     32,773          32,773          307,212         307,212         (7,632)         (7,632)
                               ------------   --------------   ------------   --------------   ------------   --------------
Increase (decrease) in cash
  and cash equivalents........   $  5,051        $  5,051       $   (1,578)     $   (1,577)      $ (5,443)       $ (5,443)
Cash and cash equivalents:
    Beginning.................      4,617           4,617            9,668           9,668          8,090           8,091
                               ------------   --------------   ------------   --------------   ------------   --------------
    Ending....................   $  9,668        $  9,668       $    8,090      $    8,091       $  2,647        $  2,648
                               ------------   --------------   ------------   --------------   ------------   --------------
                               ------------   --------------   ------------   --------------   ------------   --------------

                                                        (Continued)
</TABLE>

                                      F-6




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                               ---------------------------------------------------------------------------------------------
                                           1995                            1996                            1997
                               -----------------------------   -----------------------------   -----------------------------
                                 BENEDEK         BENEDEK         BENEDEK         BENEDEK         BENEDEK         BENEDEK
                               BROADCASTING   COMMUNICATIONS   BROADCASTING   COMMUNICATIONS   BROADCASTING   COMMUNICATIONS
                               CORPORATION     CORPORATION     CORPORATION     CORPORATION     CORPORATION     CORPORATION
                               ------------   --------------   ------------   --------------   ------------   --------------
                                                                      (IN THOUSANDS)

<S>                            <C>            <C>              <C>            <C>              <C>            <C>
Supplemental Disclosure of
  Cash Flow Information:
    Cash payments for
      interest................   $ 13,654        $ 13,654       $   20,945      $   20,945       $ 30,489        $ 30,489
    Cash payments for income
      taxes...................     --             --               --              --                 432             432
                               ------------   --------------   ------------   --------------   ------------   --------------
                               ------------   --------------   ------------   --------------   ------------   --------------
Supplemental Schedule of
  Noncash Investing and
  Financing Activities:
    Acquisition of program
      broadcast rights........   $  2,558        $  2,558       $    4,630      $    4,630       $  6,340        $  6,340
    Notes payable incurred for
      purchase of equipment...        197             197            1,067           1,067          4,271           4,271
    Equipment acquired by
      barter transactions.....        332             332              161             161            388             388
    Dividends accrued on
      redeemable preferred
      stock...................     --             --               --                7,313         --              14,192
    Accretion to exchange
      redeemable senior
      preferred stock.........     --             --               --                2,205         --               4,845
                               ------------   --------------   ------------   --------------   ------------   --------------
                               ------------   --------------   ------------   --------------   ------------   --------------
    Acquisition of stations:
         Cash purchase
           price..............   $ 26,699        $ 26,699       $  322,082      $  322,082       $ --            $--
                               ------------   --------------   ------------   --------------   ------------   --------------
                               ------------   --------------   ------------   --------------   ------------   --------------
         Net working capital
           acquired, excluding
           cash of $536 in
           1996...............   $ --            $--            $    9,982      $    9,982       $ --            $--
         Property and
           equipment acquired
           at fair market
           value..............      7,533           7,533           72,578          72,578         --             --
         Intangible assets
           acquired...........     21,306          21,306          300,559         300,559         --             --
         Deferred income taxes
           assumed............     --             --               (58,026)        (58,026)        --             --
         Other, net...........       (140)           (140)             214             214         --             --
                               ------------   --------------   ------------   --------------   ------------   --------------
                                   28,699          28,699          325,307         325,307         --             --
         Less: Application of
           advance to
           affiliate..........     (2,000)         (2,000)         --              --              --             --
         Less: Amount paid in
           1995...............     --             --                (3,225)         (3,225)        --             --
                               ------------   --------------   ------------   --------------   ------------   --------------
                                 $ 26,699        $ 26,699       $  322,082      $  322,082       $ --            $--
                               ------------   --------------   ------------   --------------   ------------   --------------
                               ------------   --------------   ------------   --------------   ------------   --------------
</TABLE>

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

                                      F-7




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                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 Communications Corporation (the 'Company') is a holding company
with minimal operations other than from its wholly-owned subsidiary, Benedek
Broadcasting Corporation ('Benedek Broadcasting'). Benedek Broadcasting owns and
operates twenty-three television stations (the 'Stations') located throughout
the United States. The operating revenues of the Stations 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. 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 of the Company include the accounts
of the Company and its wholly-owned subsidiary, Benedek Broadcasting and its
wholly-owned subsidiary, Benedek License Corporation ('BLC'). The consolidated
financial statements of Benedek Broadcasting include the accounts of Benedek
Broadcasting and BLC. Separate financial statements have been provided for each
reporting entity and, where there are differences, separate disclosures. All
significant intercompany items and transactions have been eliminated in each of
the sets of consolidated financial statements.

     The Company was formed on April 10, 1996. Benedek Broadcasting and the
Company had identical stock ownership, so the capitalization of the Company by
the stockholder of Benedek Broadcasting was accounted for in a manner similar to
pooling-of-interests accounting. These consolidated financial statements include
the consolidated financial statements of Benedek Broadcasting for the period
prior to June 6, 1996 recast to reflect the difference in par value of the
Company's and Benedek Broadcasting's stock.

SIGNIFICANT ACCOUNTING POLICIES
(1) Accounting estimates

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

(2) Cash equivalents and concentration

     The Company 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, the Company had cash and cash
equivalents on deposit with a financial institution in excess of federal
depository insurance limits. The Company 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

                                      F-8




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

representative agreements, respectively. These revenues are recognized over the
life of the agreement 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.

(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. Costs incurred in connection with the issuance of
preferred stock are included in stockholder's deficit as a permanent reduction
of additional paid-in capital.

     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.

(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:

<TABLE>
<CAPTION>
                                                                                          YEARS
                                                                                         --------

<S>                                                                                      <C>
Buildings and improvements............................................................       5-40
Towers................................................................................       5-12
Transmission equipment................................................................       3-10
Other equipment.......................................................................        1-5
</TABLE>

     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.

                                      F-9




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     (c) The Company reviews its property and equipment and 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, the Company 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 the
warrants to purchase Benedek Broadcasting common stock (which were redeemed in
1995), contingent equity value, accrued interest added to long-term debt
balances, deferred loan cost amortization and write offs, 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 K) regarding a change in tax status in 1996 and the
recording of deferred taxes upon change in status.

     The Company and its subsidiaries file a consolidated federal income tax
return.

(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. The premium paid for the interest rate
cap is being amortized on a straight line method.

(11) Employee benefits

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

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

     Benedek Broadcasting has elected to continue accounting for stock-based
compensation under Accounting Principles Board Opinion No. 25.

(12) Earnings (loss) per common share

     The FASB has issued Statement No. 128, Earnings per Share, which supersedes
APB Opinion No. 15. Statement No. 128 requires the presentation of earnings per
share by all entities that have common stock or potential common stock, such as
options, warrants and convertible securities, outstanding that trade in a public
market. Those entities that have only common stock outstanding are required to
present basic earnings per-share amounts. Basic per-share amounts are computed
by dividing income before extraordinary items and net income adjusted for
dividends declared on

                                      F-10




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

preferred stock (the numerator) by the weighted-average number of common shares
outstanding (the denominator). All other entities are required to present basic
and diluted per-share amounts. Diluted per-share amounts assume the conversion,
exercise or issuance of all potential common stock instruments unless the effect
is to reduce the loss or increase the income per common share from continuing
operations.

     The Company initially applied Statement No. 128 for the year ended December
31, 1997. The Statement requires restatement of prior years per share
information, however, the adoption of this Statement did not have any effect on
the computation in prior years. The Company has no present dilutive per share
amounts as the effect of the potential stock instruments consisting of the stock
options, initial warrants and contingent warrants would be anti-dilutive.

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

     On June 6, 1996, Benedek Broadcasting completed two acquisitions. These
acquisitions included (i) the assets of the television broadcasting division of
Stauffer Communications, Inc., consisting of five television stations for a
total purchase price of $54,500,000 and (ii) 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, the Company 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 operations of the acquired stations are
included in the consolidated financial statements since the date of the
respective acquisitions. The purchase price has been allocated to the 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 these
acquisitions is being amortized on a straight-line method over a period of 40
years.

                                      F-11




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The pro forma results of operations and earnings per share for the year
ended December 31, 1996 assuming the acquisitions had taken place on January 1,
1996, is as follows:

<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31,
                                                                           ------------------------------
                                                                                        1996
                                                                           ------------------------------
                                                                             BENEDEK          BENEDEK
                                                                           BROADCASTING    COMMUNICATIONS
                                                                           CORPORATION      CORPORATION
                                                                           ------------    --------------
                                                                            (IN THOUSANDS, EXCEPT SHARE
                                                                                AND PER SHARE DATA)

<S>                                                                        <C>             <C>
Net revenue.............................................................     $126,165         $126,165
Operating expenses......................................................      111,226          111,226
Financial expenses......................................................       28,897           41,334
                                                                           ------------    --------------
     (Loss) before income tax benefit and extraordinary item............      (13,958)         (26,344)
Income tax benefit......................................................        3,863            8,809
                                                                           ------------    --------------
     Net (loss).........................................................     $(10,095)        $(17,535)
                                                                           ------------
                                                                           ------------
Preferred stock dividends and amortization..............................                        17,345
                                                                                           --------------
     Net (loss) applicable to common shares.............................                      $(34,880)
                                                                                           --------------
                                                                                           --------------
Basic and diluted earnings (loss) per common share:
     Loss before extraordinary item.....................................                      $  (4.96)
     Extraordinary item.................................................                       --
                                                                                           --------------
     Loss per common share..............................................                      $  (4.96)
                                                                                           --------------
                                                                                           --------------
Weighted-average common shares outstanding..............................                     7,030,000
                                                                                           --------------
                                                                                           --------------
</TABLE>

(NOTE C) -- RELATED PARTY TRANSACTIONS AND SUBSEQUENT EVENT

(1) 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 which was holding the licenses of the nine Stations
then owned by Benedek Broadcasting, was merged into BLC with the result that all
licenses of the Stations after the merger and acquisitions discussed in (Note B)
are owned by BLC. This was accounted for in a manner similar to that in
pooling-of-interests accounting.

(2) Stock option agreements

     In 1988 and 1995, the Company granted options whereby a key employee could
exercise these options to purchase 130,784 shares and 239,216 shares of common
stock, Class B, at exercise prices of $1.58 per share and $4.12 per share,
respectively, which was the fair market values on the respective grant dates.
These options entitled the key employee to shares representing 5% of the
outstanding common stock, Class B, of the Company after giving effect to the
issuance thereof and before the conversion of the initial or the contingent
warrants. The 1988 and 1995 options were exercisable at any time and expired in
1998 and 2004, respectively. As permitted under generally accepted accounting
principles, the Company accounts for the options under the provisions of APB
Opinion No. 25 and its related interpretations. Accordingly, no compensation
cost has been recognized for the grant of the options. Had compensation cost
been determined based on the fair value method proscribed in FASB

                                      F-12




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Statement No. 123, the reported net income (loss) and basic earnings (loss) per
common share would have been as follows:

<TABLE>
<CAPTION>
                                                            NET INCOME
                                                               (LOSS)          BASIC
                                                             APPLICABLE      EARNINGS
                       YEAR ENDED                            TO COMMON        (LOSS)
                      DECEMBER 31,                             STOCK         PER SHARE
--------------------------------------------------------   --------------    ---------
                                                           (IN THOUSANDS)
<S>                                                        <C>               <C>
   1995.................................................      $  5,668        $  0.81
   1996.................................................       (20,676)         (2.94)
   1997.................................................       (43,347)         (6.17)
</TABLE>

     In determining the pro forma amounts, the fair value per share for each
option for the 1995 grant was estimated to be $2.68 per share at the grant date
by using the Black-Scholes option-pricing model with the following assumptions:
no dividends will be paid on the common stock, Class B; a risk-free interest
rate of 6.3%; an expected life of nine years; and an expected price volatility
of 45%.

     No options had been exercised prior to January 1, 1998 and all options
granted were outstanding at December 31, 1997. The following summarizes the
options outstanding, exercisable and the average exercise prices at the end of
each year.

<TABLE>
<CAPTION>
                                                                              WEIGHTED
                YEAR ENDED                     OPTIONS        OPTIONS         AVERAGE
               DECEMBER 31,                  OUTSTANDING    EXERCISABLE    EXERCISE PRICE
------------------------------------------   -----------    -----------    --------------
<S>                                          <C>            <C>            <C>
   1994...................................     130,784        130,784          $ 1.58
   1995...................................     370,000        370,000            3.22
   1996...................................     370,000        370,000            3.22
   1997...................................     370,000        370,000            3.22
</TABLE>

     On January 1, 1998, the Company changed the exercise price for the options
to $1.50 per share based upon a method of valuation chosen by the Company.
Additionally, on January 1, 1998, the key employee exercised options to purchase
370,000 shares of common stock, Class B, of the Company for an aggregate
exercise price of $555,000. The key employee borrowed the funds necessary to pay
the exercise price from the Company, which loan is evidenced by a promissory
note which bears interest at the rate of 5.93% per annum and is payable on
December 31, 2007.

(3) Director Fees

     The Company paid fees of approximately $567,000, $1,062,000 and $222,000
during the years ended December 31, 1995, 1996 and 1997, respectively, to the
law firm of Shack & Siegel, P.C., a partner of which serves as a director to the
Company and Benedek Broadcasting.

                                      F-13




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(NOTE D) -- PROPERTY AND EQUIPMENT

     Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                                   --------------------
                                                                                     1996        1997
                                                                                   --------    --------
                                                                                      (IN THOUSANDS)

<S>                                                                                <C>         <C>
Land and improvements...........................................................   $  5,823    $  5,820
Buildings and improvements......................................................     25,243      25,834
Towers..........................................................................     14,772      15,058
Transmission and studio equipment...............................................     68,157      70,252
Office equipment................................................................      7,026       8,139
Records and tapes...............................................................        144         145
Transportation equipment........................................................      2,236       2,640
Construction in progress........................................................        470       4,106
                                                                                   --------    --------
                                                                                    123,871     131,994
Less accumulated depreciation and amortization..................................     39,850      58,183
                                                                                   --------    --------
                                                                                   $ 84,021    $ 73,811
                                                                                   --------    --------
                                                                                   --------    --------
</TABLE>

(NOTE E) -- INTANGIBLE ASSETS

     Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                                   --------------------
                                                                                     1996        1997
                                                                                   --------    --------
                                                                                      (IN THOUSANDS)

<S>                                                                                <C>         <C>
Goodwill........................................................................   $167,631    $163,774
FCC licenses....................................................................    123,539     120,525
Network affiliations............................................................     61,508      59,857
Other...........................................................................      1,944       1,432
                                                                                   --------    --------
                                                                                   $354,622    $345,588
                                                                                   --------    --------
                                                                                   --------    --------
</TABLE>

     Intangible assets are recorded net of accumulated amortization of
$19,729,000 and $29,569,000 as of December 31, 1996 and 1997, respectively.

(NOTE F) -- REDEEMABLE EQUITY SECURITIES AND DISCOUNT NOTES

     Concurrent with the acquisitions described in (Note B), the Company entered
into the following financing transactions, the net proceeds of which were
contributed by the Company to Benedek Broadcasting to finance the acquisitions.

     (1) The Company sold 60,000 Units in a private placement, which generated
proceeds of $60,000,000. Each Unit consisted of (i) ten shares of Exchangeable
Redeemable Senior Preferred Stock, (ii) ten Initial Warrants, and (iii) 14.8
Contingent Warrants.

          (i) Senior Preferred Stock -- The Company issued 600,000 shares of 15%
     Exchangeable Redeemable Senior Preferred Stock due 2007 (the 'Senior
     Preferred Stock'), with an initial liquidation preference equal to the
     proceeds received of $60,000,000. Of these proceeds, $9,000,000 was
     allocated to the initial warrants described in (ii) below. The Senior
     Preferred Stock is being accreted to its initial liquidation preference of
     $60,000,000 using the effective interest method from June 5, 1996 to July
     1, 2000. The Company has the option to pay dividends quarterly at 15% of
     the then effective liquidation preference on any dividend payment date
     occurring on or before July 1, 2001 either in cash or by adding such
     dividends to the then effective liquidation preference. The

                                      F-14




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Company also has the option to immediately redeem these shares, in whole or
     in part, at predetermined redemption prices. If redeemed prior to July 1,
     2000, the redemption price is 115% of the then effective liquidation
     preference. Since it is management's intention to redeem the Senior
     Preferred Stock prior to such date, the amount of the redemption premium
     payable at such time is being accreted as a constructive distribution from
     June 5, 1996 to July 1, 2000. The Senior Preferred Stock is exchangeable
     into debentures at the Company's option, subject to certain conditions, in
     whole on any scheduled dividend payment date. The Senior Preferred Stock
     has been registered with the Securities and Exchange Commission pursuant to
     a registration statement declared effective in October 1996.

          (ii) Initial Warrants -- The Company issued 600,000 initial warrants
     (the 'Initial Warrants') which expire on July 1, 2007. Each Initial Warrant
     entitles the holder thereof to purchase one share of Class A Common Stock
     at an exercise price of $0.01 per share. The value of the Initial Warrants
     at the date of issuance was $9,000,000 which was allocated to paid-in
     capital.

          (iii) Contingent Warrants -- The Company issued 888,000 contingent
     warrants (the 'Contingent Warrants'), each warrant to acquire one share of
     Class A Common Stock at an exercise price of $0.01 per share. The
     Contingent Warrants were issued to an escrow agent and are not outstanding.
     The Contingent Warrants are not separable from the Senior Preferred Stock
     and will not be delivered out of escrow unless the Senior Preferred Stock
     is not redeemed on or prior to July 1, 2000. Since it is management's
     intention to redeem the Senior Preferred Stock prior to any release of the
     Contingent Warrants from escrow, no allocation of the proceeds was made to
     the Contingent Warrants.

     (2) Junior Preferred Stock -- The Company issued 450,000 shares of Seller
Junior Discount Preferred Stock due July 1, 2008 (the 'Junior Preferred Stock')
with an aggregate liquidation preference equal to the proceeds of $45,000,000.
Dividends are payable to the holders of the Junior Preferred Stock at 7.92% per
annum, cumulative until the fifth anniversary of the issuance thereof and
thereafter at increasing rates up to 18%. Since the Company intends to redeem
the Junior Preferred Stock prior to the fifth anniversary, dividends are being
accrued at the initial rate. The dividends on the Junior Preferred Stock are
cumulative. Prior to June 1, 2001, dividend payments on the Junior Preferred
Stock are not permitted to be made in cash and instead will be added
automatically to the liquidation preference and as a result will be deemed paid
in full and will not accumulate. The Junior Preferred Stock is subject to
mandatory redemption in whole on July 1, 2008 and the Company has the option to
redeem these shares in whole or in part at a price equal to the sum of the
liquidation value per share plus an amount equal to all accumulated and unpaid
dividends per share to the date of redemption.

     (3) Discount Notes -- The Company issued Senior Subordinated Discount Notes
due 2006 (the 'Discount Notes') in the principal amount of $170,000,000. These
Discount Notes were issued at a discount of $79,822,000 which generated gross
proceeds of $90,178,000. The Discount Notes mature on May 15, 2006 and yield
13.25% per annum with no cash interest accruing prior to May 15, 2001.
Thereafter, cash interest will accrue until maturity payable semiannually,
commencing November 15, 2001. On or after May 15, 2000, the Discount Notes are
redeemable at the option of the Company, in whole or in part, at predetermined
redemption prices and under specified conditions. The Discount Notes are
subordinated to all Senior Debt of the Company. The Discount Notes contain
various restrictive covenants. The Discount Notes have been registered with the
Securities and Exchange Commission pursuant to a registration statement declared
effective in October 1996.

                                      F-15




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes these activities from June 6, 1996 through
December 31, 1997 as follows:

<TABLE>
<CAPTION>
                                                                         SENIOR       JUNIOR
                                                                        PREFERRED    PREFERRED    DISCOUNT
                                                                          STOCK        STOCK       NOTES
                                                                        ---------    ---------    --------
                                                                                  (IN THOUSANDS)

<S>                                                                     <C>          <C>          <C>
Issuance of preferred stock..........................................    $51,000      $45,000     $  --
Issuance of Discount Notes...........................................      --           --          90,178
Accrued dividends....................................................      5,257        2,057        --
Accretion of initial discount and redemption prepayment premium......      2,205        --           --
Accretion of note discount...........................................      --           --           6,870
                                                                        ---------    ---------    --------
Balance at December 31, 1996.........................................     58,462       47,057       97,048
Accrued dividends....................................................     10,353        3,839        --
Accretion of initial discount and redemption prepayment premium......      4,845        --           --
Accretion of note discount...........................................      --           --          13,275
                                                                        ---------    ---------    --------
Balance at December 31, 1997.........................................    $73,660      $50,896     $110,323
                                                                        ---------    ---------    --------
                                                                        ---------    ---------    --------
</TABLE>

     Since the Company derives all of its operating income and cash flow from
Benedek Broadcasting, the Company's ability to pay its obligations including (i)
interest on and principal of the Discount Notes, (ii) redemption of and cash
dividends on the Senior Preferred Stock, and (iii) redemption of and cash
dividends on the Junior Preferred Stock 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.

NOTE G -- NOTES PAYABLE, INTEREST RATE CAP AND GAIN ON EXTINGUISHMENT OF DEBT

(1) Notes payable

     (a) Term Loans and Revolver. As part of the financing transactions
described in Note F on June 6, 1996, Benedek Broadcasting entered into a new
credit agreement which included two Term Loan Facilities in an initial aggregate
principal amount of $128,000,000. This agreement was amended and restated as of
December 17, 1997 to convert the existing Term Loans to new Term Loans, to
modify certain financial covenants and ratios, to increase the revolving credit
facility to $15,000,000 and to replace certain parties to the agreement.
Associated with this amendment and change in lead banks, fees of $3,631,000 were
written off to other interest expense.

     The outstanding principal balance at December 17, 1997 of $100,817,000 was
converted to (1) Term Loan (A) of $77,000,000 at the bank's base rate plus the
Applicable Margin or the Eurodollar rate plus the Applicable Margin (currently
8.69%) and (ii) Term Loan (B) of $33,817,000 at the bank's base rate plus 2.25%
per annum or the Eurodollar rate plus 3.25% per annum (currently 9.19%).
Applicable Margin is determined as a per annum percentage ranging from 0.75% to
2.75% by reference to the Leverage Ratio on such date. Interest is payable, at
Benedek Broadcasting's option, on either a one, two, three or six month period,
subject to certain conditions. Each Term Loan Facility provides for quarterly
principal payments until final maturity on December 31, 2004.

     The credit agreement also includes a Revolving Credit Facility of
$15,000,000 which bears interest at the bank's base rate plus the Applicable
Margin or the Eurodollar rate plus the Applicable Margin. At December 31, 1997,
the outstanding balance on the revolver was $10,000,000 at 8.69%. The unused
portion of the Revolving Credit Facility bears interest at 0.5% per annum, paid
quarterly.

                                      F-16




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The credit agreement contains several mandatory principal prepayment or
permanent reductions of Revolving Loan Commitment provisions of which none were
applicable at December 31, 1997. The Term Loan Facilities also contain various
restrictive covenants and require compliance with certain financial ratios and
covenants.

     The Term Loan Facilities and the Revolving Credit Facility are guaranteed
by the Company and secured by certain of the Company'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.

     (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 limitations on
dividends, transactions with affiliates, further issuance of debt, and the sales
of assets, among others.

     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.

     (c) Other Notes. Other notes payable consist of multiple financing
agreements requiring monthly payments including interest ranging from 2.9% to
15.8% maturing from 1998 through 2002 collateralized by various assets of
Benedek Broadcasting.

     Notes payable of the Company and Benedek Broadcasting consist of the
following:

<TABLE>
<CAPTION>
                                                           DECEMBER 31, 1996                 DECEMBER 31, 1997
                                                     ------------------------------    ------------------------------
                                                       BENEDEK          BENEDEK          BENEDEK          BENEDEK
                                                     BROADCASTING    COMMUNICATIONS    BROADCASTING    COMMUNICATIONS
                                                     CORPORATION      CORPORATION      CORPORATION      CORPORATION
                                                     ------------    --------------    ------------    --------------
                                                                              (IN THOUSANDS)

<S>                                                  <C>             <C>               <C>             <C>
Senior Secured Notes..............................     $135,000         $135,000         $135,000         $135,000
Revolving Credit Facility.........................       --              --                10,000           10,000
Term Loan A.......................................       67,500           67,500           77,000           77,000
Term Loan B.......................................       57,500           57,500           33,817           33,817
Discount Notes -- see (Note F) for terms..........       --               97,048           --              110,323
Other.............................................        1,186            1,186            4,777            4,777
                                                     ------------    --------------    ------------    --------------
                                                        261,186          358,234          260,594          370,917
Less current maturities...........................       14,015           14,015           13,480           13,480
                                                     ------------    --------------    ------------    --------------
                                                       $247,171         $344,219         $247,114         $357,437
                                                     ------------    --------------    ------------    --------------
                                                     ------------    --------------    ------------    --------------
</TABLE>

                                      F-17




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     At December 31, 1997, the notes of the Company and Benedek Broadcasting
provide for annual reductions as follows:

<TABLE>
<CAPTION>
                                                                             BENEDEK          BENEDEK
                                                                           BROADCASTING    COMMUNICATIONS
                        YEAR ENDING DECEMBER 31,                           CORPORATION      CORPORATION
------------------------------------------------------------------------   ------------    --------------
                                                                                   (IN THOUSANDS)
<S>                                                                        <C>             <C>
         1998...........................................................     $ 13,480         $ 13,480
         1999...........................................................       11,870           11,870
         2000...........................................................       13,787           13,787
         2001...........................................................       13,825           13,825
         2002...........................................................       15,315           15,315
         Thereafter.....................................................      192,317          302,640
                                                                           ------------    --------------
                                                                             $260,594         $370,917
                                                                           ------------    --------------
                                                                           ------------    --------------
</TABLE>

(2) Interest rate cap

     The Company 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 the Company 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, 1997 was 5.94%.

     Although the Company 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 M) 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 of the Company's and
Benedek Broadcasting's financial instruments.

(3) Gain on early extinguishment of debt

     In 1995, the Company 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 was 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.

                                      F-18




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(NOTE H) -- 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
                                                                               ---------    --------------
                                                                                     (IN THOUSANDS)
<S>                                                                            <C>          <C>
Balance at December 31, 1995................................................    $ 2,263        $  2,675
     Contracts acquired.....................................................      8,862           8,355
     Amortization...........................................................     (4,399)        --
     Payments...............................................................      --             (3,318)
                                                                               ---------    --------------
Balance at December 31, 1996................................................    $ 6,726        $  7,712
     Contracts acquired.....................................................      6,340           6,340
     Amortization...........................................................     (6,401)        --
     Payments...............................................................      --             (5,937)
                                                                               ---------    --------------
Balance at December 31, 1997................................................    $ 6,665        $  8,115
                                                                               ---------    --------------
                                                                               ---------    --------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                DECEMBER 31,
                                                                              ----------------
                                                                               1996      1997
                                                                              ------    ------
                                                                               (IN THOUSANDS)
<S>                                                                           <C>       <C>
Program contracts, due in varying installments through 2000................   $7,712    $8,115
Less current maturities....................................................    6,120     6,762
                                                                              ------    ------
Long-term portion..........................................................   $1,592    $1,353
                                                                              ------    ------
                                                                              ------    ------
</TABLE>

     The maturities of the program contracts are as follows:

<TABLE>
<CAPTION>
                      YEAR ENDING DECEMBER 31,
--------------------------------------------------------------------   (IN THOUSANDS)
<S>                                                                    <C>
         1998.......................................................       $6,762
         1999.......................................................          960
         2000.......................................................          383
         2001.......................................................           10
                                                                          -------
                                                                           $8,115
                                                                          -------
                                                                          -------
</TABLE>

     In addition, the Company has entered into noncancellable commitments for
future program broadcast rights aggregating approximately $12,822,000 as of
December 31, 1997 with future payments as follows:

<TABLE>
<CAPTION>
                      YEAR ENDING DECEMBER 31,                         (IN THOUSANDS)
--------------------------------------------------------------------   --------------
<S>                                                                    <C>
         1998.......................................................      $  1,410
         1999.......................................................         4,449
         2000.......................................................         3,320
         2001.......................................................         2,129
         2002.......................................................         1,514
                                                                       --------------
                                                                          $ 12,822
                                                                       --------------
                                                                       --------------
</TABLE>

                                      F-19




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(NOTE I) -- ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                           ------------------
                                                                            1996       1997
                                                                           -------    -------
                                                                             (IN THOUSANDS)
<S>                                                                        <C>        <C>
Trade payables..........................................................   $ 1,364    $ 1,754
Barter, net.............................................................       443         85
Compensation and benefits...............................................     4,329      4,084
Interest................................................................     7,240      5,747
Other...................................................................     1,993      1,807
                                                                           -------    -------
                                                                           $15,369    $13,477
                                                                           -------    -------
                                                                           -------    -------
</TABLE>

(NOTE J) -- LEASES

     The Company leases land, office space and office and transportation
equipment under agreements which expire from 1998 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. The Company 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, 1997 under
these leases are due as follows:

<TABLE>
<CAPTION>
                      YEAR ENDING DECEMBER 31,                         (IN THOUSANDS)
--------------------------------------------------------------------   --------------

<S>                                                                    <C>
         1998.......................................................       $1,060
         1999.......................................................          754
         2000.......................................................          467
         2001.......................................................          368
         2002.......................................................          348
         Thereafter.................................................          507
                                                                          -------
                                                                           $3,504
                                                                          -------
                                                                          -------
</TABLE>

     Total rental expense under these agreements and other monthly rentals for
the years ended 1995, 1996 and 1997 was approximately $626,000, $1,064,000 and
$1,416,000, respectively.

     The Company is a lessor of certain portions of its real property to various
organizations. Total rental income under these agreements for the years ended
1995, 1996 and 1997 was approximately $324,000, $680,000 and $1,030,000,
respectively.

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

     Prior to the consummation of the acquisitions and the related financing in
1996, 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. Due to the
structure of the financing for the acquisitions, the election to be taxed as an
'S' Corporation automatically terminated and Benedek Broadcasting became subject
to federal and state income taxes. As a result, Benedek Broadcasting recognized
a net deferred tax asset of approximately $3,550,000. Concurrent with the change
in tax status the accumulated deficit of $41,073,000 which existed on that date
was reclassified to additional paid-in capital.

                                      F-20




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

<TABLE>
<CAPTION>
                                                 DECEMBER 31, 1996                 DECEMBER 31, 1997
                                           ------------------------------    ------------------------------
                                             BENEDEK          BENEDEK          BENEDEK          BENEDEK
                                           BROADCASTING    COMMUNICATIONS    BROADCASTING    COMMUNICATIONS
                                           CORPORATION      CORPORATION      CORPORATION      CORPORATION
                                           ------------    --------------    ------------    --------------
                                                                    (IN THOUSANDS)
<S>                                        <C>             <C>               <C>             <C>
Deferred tax assets:
     Loss carryforwards.................     $  3,676         $  3,769         $  6,968         $  7,360
     Receivable allowances and
       accruals.........................        1,050            1,050            1,003            1,003
     Network agreements.................        2,057            2,057            1,777            1,777
     Original issue discount............       --                2,722           --                8,058
                                           ------------    --------------    ------------    --------------
                                                6,783            9,598            9,748           18,198
                                           ------------    --------------    ------------    --------------
Deferred tax liabilities:
     Property and equipment.............       14,307           14,307           11,748           11,748
     Intangibles........................       48,558           48,558           47,341           47,341
                                           ------------    --------------    ------------    --------------
                                               62,865           62,865           59,089           59,089
                                           ------------    --------------    ------------    --------------
Net deferred tax liability..............     $(56,082)        $(53,267)        $(49,341)        $(40,891)
                                           ------------    --------------    ------------    --------------
                                           ------------    --------------    ------------    --------------
</TABLE>

     The income tax benefit for the Company and Benedek Broadcasting consisted
of the following:

<TABLE>
<CAPTION>
                                                 DECEMBER 31, 1996                 DECEMBER 31, 1997
                                           ------------------------------    ------------------------------
                                             BENEDEK          BENEDEK          BENEDEK          BENEDEK
                                           BROADCASTING    COMMUNICATIONS    BROADCASTING    COMMUNICATIONS
                                           CORPORATION      CORPORATION      CORPORATION      CORPORATION
                                           ------------    --------------    ------------    --------------
                                                                    (IN THOUSANDS)
<S>                                        <C>             <C>               <C>             <C>
Current tax expense.....................      $  (95)          $  (95)          $ (349)         $   (349)
Deferred tax benefit....................       1,944            4,759            6,742            12,376
                                           ------------       -------        ------------    --------------
                                              $1,849           $4,664           $6,393          $ 12,027
                                           ------------       -------        ------------    --------------
                                           ------------       -------        ------------    --------------
</TABLE>

     Under the provisions of the Internal Revenue Code, the Company and its
subsidiaries have approximately $18,400,000 of actual net operating loss
carryforwards available to offset future tax liabilities which expire in 2007
through 2011.

     A reconciliation of the statutory federal income tax rate to the Company's
effective tax rate is as follows:

                                      F-21




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                      ---------------------------------------------------------------------------------------------
                                                  1995                            1996                            1997
                                      -----------------------------   -----------------------------   -----------------------------
                                        BENEDEK         BENEDEK         BENEDEK         BENEDEK         BENEDEK         BENEDEK
                                      BROADCASTING   COMMUNICATIONS   BROADCASTING   COMMUNICATIONS   BROADCASTING   COMMUNICATIONS
                                      CORPORATION     CORPORATION     CORPORATION     CORPORATION     CORPORATION     CORPORATION
                                      ------------   --------------   ------------   --------------   ------------   --------------
<S>                                   <C>            <C>              <C>            <C>              <C>            <C>
Computed 'expected' income tax
  benefit...........................      (35.0)%         (35.0)%         (35.0)%         (35.0)%         (35.0)%         (35.0)%
Increase (decrease) resulting from:
     State income taxes, net of
       federal effect...............        --              --             (5.0)           (5.0)           (5.0)           (5.0)
     (Income) loss allocated to
       stockholder due to 'S'
       corporation status...........      (36.2)          (36.2)            9.4             5.2             --              --
     Nondeductible amortization and
       expenses.....................       71.2            71.2            12.9             7.1             8.2             5.1
     Other, net.....................        --              --             (3.5)           (1.8)            3.2             1.8
                                         ------          ------          ------          ------          ------          ------
Effective tax rate..................        --              --            (21.2)%         (29.5)%         (28.6)%         (33.1)%
                                         ------          ------          ------          ------          ------          ------
                                         ------          ------          ------          ------          ------          ------
</TABLE>

(NOTE L) -- PREFERRED STOCK

     The Board of Directors of the Company has authorized 2,500,000 shares of
preferred stock of which 1,050,000 was issued in conjunction with the financing
discussed in (Note F). The Board has the right and ability to set the terms and
preferences of the preferred stock. The Board has not set the terms and
preferences of the remaining 1,450,000 unissued shares.

(NOTE M) -- FAIR VALUE OF FINANCIAL INSTRUMENTS

     The estimated fair value of financial instruments has been estimated by the
Company 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 value. Accordingly,
the estimates presented below are not necessarily indicative of the amounts the
Company could realize in a current market exchange.

     Cash and cash equivalents, current receivables, current payables, 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, 1996 and 1997:

<TABLE>
<CAPTION>
                                                                   1996                      1997
                                                          ----------------------    ----------------------
                                                          CARRYING    ESTIMATED     CARRYING    ESTIMATED
                                                           AMOUNT     FAIR VALUE     AMOUNT     FAIR VALUE
                                                          --------    ----------    --------    ----------
                                                                           (IN THOUSANDS)
<S>                                                       <C>         <C>           <C>         <C>
Benedek Broadcasting:
     Program broadcast rights payable..................   $  7,712     $  7,552     $  8,115     $  7,967
     Other notes payable...............................      1,186        1,186        4,777        4,777
     Senior Secured Notes..............................    135,000      138,375      135,000      153,900
</TABLE>

                                                  (table continued on next page)

                                      F-22




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(table continued from previous page)

<TABLE>
<CAPTION>
                                                                   1996                      1997
                                                          ----------------------    ----------------------
                                                          CARRYING    ESTIMATED     CARRYING    ESTIMATED
                                                           AMOUNT     FAIR VALUE     AMOUNT     FAIR VALUE
                                                          --------    ----------    --------    ----------
                                                                           (IN THOUSANDS)
<S>                                                       <C>         <C>           <C>         <C>
Benedek Communications:
     Discount Notes....................................     97,048       97,750      110,323      130,475
     Senior Preferred Stock............................     58,462       58,462       73,660       73,660
     Junior Preferred Stock............................     47,057       31,711       50,896       37,306
     Initial Warrants..................................      7,826        2,800        6,874          900
</TABLE>

     The fair value of program broadcast rights payable and other notes payable
were estimated using the discounted cash flow method.

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

     The fair value of the Senior Preferred Stock approximates carrying value
based upon discounting the contractual cash flows including the redemption
prepayment premium related to the optional redemption right that the Company
intends to exercise, using estimated market discount rates which reflect the
interest rate and other risks inherent in the instrument.

     The fair value of the Junior Preferred Stock is estimated using discounted
cash flow analyses, based on the interest rate, preferences and other risks
inherent in the instrument.

     The fair value of the Initial Warrants as of December 31, 1996 was
estimated as 7.5% of the multiple of the broadcast cash flow less interest
bearing debt. The fair value of the Initial Warrants as of December 31, 1997 was
estimated based on a method of valuation chosen by the Company.

     The fair value of the Contingent Warrants was not estimated because it is
management's intention to redeem the Senior Preferred Stock prior to any release
of the Contingent Warrants from escrow.

     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 the
Company'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.

(NOTE N) -- YEAR 2000 ISSUE

     The Company has conducted a comprehensive review of its computer systems to
identify the systems that could be affected by the Year 2000 Issue, and is
developing an implementation plan to resolve the issue. The issue is whether
computer systems will properly recognize data-sensitive information when the
year changes to 2000. Systems that do not properly recognize such information
could generate erroneous data or cause a system to fail.

     Based on the review of the computer systems, management does not believe
the cost of remediation will be material to the Company's financial statements.

(NOTE O) -- PENDING ADOPTION OF ACCOUNTING STANDARDS

     The FASB (Financial Accounting Standards Board) has issued two new
pronouncements that the Company will be required to adopt for its year ending
December 31, 1998. These pronouncements are not expected to have a significant
impact on the Company's financial statements.

                                      F-23




<PAGE>
              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                BENEDEK BROADCASTING CORPORATION AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     FASB Statement No. 130 'Reporting Comprehensive Income' establishes
standards for reporting and display of comprehensive income and its components
in the financial statements. This statement requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. This statement requires that
a company (a) classify terms of other comprehensive income by their nature in a
financial statement, and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a statement of financial position. The Company
currently has no items of comprehensive income.

     FASB Statement No. 131 'Disclosures about Segments of an Enterprise and
Related Information' establishes standards for reporting information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial reports
issued to stockholders. Operating segments are components of an enterprise about
which separate financial information is available and evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance.

                                      F-24




<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, 1996 and 1997 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 for the years ended December 31,
1996 and 1997. 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, 1996 and 1997 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 years ended December 31, 1996 and 1997, in conformity with generally
accepted accounting principles.

                                          /s/ MCGLADREY & PULLEN, LLP

Rockford, Illinois
February 7, 1998

                                      F-25




<PAGE>
                          BENEDEK LICENSE CORPORATION
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,
                                                                                           ---------------------
                                                                                             1996         1997
                                                                                           --------     --------
                                                                                           (IN THOUSANDS, EXCEPT
                                                                                               SHARE AND PER
                                                                                                SHARE DATA)
<S>                                                                                        <C>          <C>
                                         ASSETS
Federal Communication Commission (FCC)
     Licenses, at cost, less accumulated amortization of $2,323 and $5,514 for 1996 and
      1997, respectively................................................................   $123,538     $120,526
Goodwill, less accumulated amortization of $432 and $1,322 for 1996 and 1997,
  respectively..........................................................................     34,805       33,915
                                                                                           --------     --------
                                                                                           $158,343     $154,441
                                                                                           --------     --------
                                                                                           --------     --------

                          LIABILITIES AND STOCKHOLDER'S EQUITY
Deferred tax liability..................................................................   $ 34,506     $ 33,017
                                                                                           --------     --------
Stockholder's equity (Note E):
     Common stock, $0.01 par authorized 3,000 shares, issued and outstanding 99
      shares............................................................................      --           --
     Additional paid-in capital.........................................................    125,861      126,040
     Accumulated deficit................................................................     (2,024)      (4,616)
                                                                                           --------     --------
                                                                                            123,837      121,424
                                                                                           --------     --------
                                                                                           $158,343     $154,441
                                                                                           --------     --------
                                                                                           --------     --------
</TABLE>

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

                                      F-26




<PAGE>
                          BENEDEK LICENSE CORPORATION
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                            FOR THE PERIOD
                                                                          FEBRUARY 28, 1995         YEAR ENDED
                                                                               THROUGH             DECEMBER 31,
                                                                             DECEMBER 31,       -------------------
                                                                                 1995            1996        1997
                                                                          ------------------    -------     -------
                                                                                       (IN THOUSANDS)

<S>                                                                       <C>                   <C>         <C>
Operating expense, amortization..........................................        $327           $ 2,428     $ 4,081
                                                                               ------           -------     -------
     (Loss) before income tax benefit....................................         327            (2,428)     (4,081)
Income tax benefit.......................................................        --                 731       1,489
                                                                               ------           -------     -------
          Net (loss).....................................................        $327           $(1,697)    $(2,592)
                                                                               ------           -------     -------
                                                                               ------           -------     -------
</TABLE>

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

                                      F-27




<PAGE>
                          BENEDEK LICENSE CORPORATION
                       STATEMENTS OF STOCKHOLDER'S EQUITY
       FOR THE PERIOD FEBRUARY 28, 1995 THROUGH DECEMBER 31, 1995 AND THE
                     YEARS ENDED DECEMBER 31, 1996 AND 1997

<TABLE>
<CAPTION>
                                                                             ADDITIONAL
                                                                   COMMON     PAID-IN      ACCUMULATED
                                                                   STOCK      CAPITAL        DEFICIT       TOTAL
                                                                   ------    ----------    -----------    --------
                                                                                   (IN THOUSANDS)

<S>                                                                <C>       <C>           <C>            <C>
Issuance of 99 shares of common stock...........................    $--       $ 15,630       $--          $ 15,630
     Net (loss).................................................     --         --              (327)         (327)
                                                                   ------    ----------    -----------    --------
Balance at December 31, 1995....................................     --         15,630          (327)       15,303
     Capital contribution of FCC licenses from parent...........     --        110,231        --           110,231
     Net (loss).................................................     --         --            (1,697)       (1,697)
                                                                   ------    ----------    -----------    --------
Balance at December 31, 1996....................................     --        125,861        (2,024)      123,837
     Capital contribution of FCC licenses from parent...........     --            179        --               179
     Net (loss).................................................     --         --            (2,592)       (2,592)
                                                                   ------    ----------    -----------    --------
Balance at December 31, 1997....................................    $--       $126,040       $(4,616)     $121,424
                                                                   ------    ----------    -----------    --------
                                                                   ------    ----------    -----------    --------
</TABLE>

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

                                      F-28




<PAGE>
                          BENEDEK LICENSE CORPORATION
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                              FOR THE PERIOD         YEAR ENDED
                                                                             FEBRUARY 28, 1995       DECEMBER 31,
                                                                                  THROUGH        -------------------
                                                                             DECEMBER 31, 1995     1996       1997
                                                                             -----------------   --------    -------
                                                                                         (IN THOUSANDS)
<S>                                                                          <C>                 <C>         <C>
Cash flows from operating activities:
     Net (loss).............................................................      $  (327)       $ (1,697)   $(2,592)
     Adjustments to reconcile net (loss) to net cash provided by operating
       activities:
          Amortization......................................................          327           2,428      4,081
          Deferred income tax...............................................          --             (731)    (1,489)
                                                                             -----------------   --------    -------
               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        $     --    $ --
     FCC licenses acquired by contribution of capital from parent...........          --          110,231        179
     Transfer of deferred tax liability and offsetting goodwill related to
       FCC licenses.........................................................          --           35,237      --
                                                                             -----------------   --------    -------
                                                                             -----------------   --------    -------
</TABLE>

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

                                      F-29




<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 Commission ('FCC') licenses for
the twenty-three television stations owned by Benedek Broadcasting which are
located throughout the United States.

SIGNIFICANT ACCOUNTING POLICIES

(1) Accounting estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported 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 its 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.

(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.

                                      F-30




<PAGE>
                          BENEDEK LICENSE CORPORATION
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(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. BLC is a 'C' corporation, subject to federal and state
income taxes. As a result of the merger of the LLC with BLC 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        1997
                                                               --------    --------
                                                                  (IN THOUSANDS)
<S>                                                            <C>         <C>
Deferred tax asset:
     Loss carryforwards.....................................   $    418    $  1,161
Deferred tax liability:
     FCC licenses...........................................    (34,924)    (34,178)
                                                               --------    --------
          Net deferred tax liability........................   $(34,506)   $(33,017)
                                                               --------    --------
                                                               --------    --------
</TABLE>

     Under the provisions of the Internal Revenue Code, BLC has approximately
$2,902,000 of net operating loss carryforwards available to offset future tax
liabilities of BLC and its parent which begin to expire in 2011.

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

<TABLE>
<CAPTION>
                                                    FOR THE PERIOD
                                                   FEBRUARY 28, 1995
                                                        THROUGH              YEAR ENDED             YEAR ENDED
                                                   DECEMBER 31, 1995      DECEMBER 31, 1996      DECEMBER 31, 1997
                                                   -----------------      -----------------      -----------------
<S>                                                <C>                    <C>                    <C>
Computed 'expected' income tax benefit..........         (35.0)%                (35.0)%                (35.0)%
  Increase (decrease) resulting from:
     State income taxes, net of federal
       effect...................................           --                    (5.0)                  (5.0)
  Loss allocated to members of LLC..............          35.0                    3.6                    --
     Nondeductible amortization and expenses....           --                     7.1                    8.7
     Other......................................           --                    (0.8)                  (5.2)
                                                        ------                 ------                 ------
     Effective rate tax.........................           -- %                 (30.1)%                (36.5)%
                                                        ------                 ------                 ------
                                                        ------                 ------                 ------
</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-31




<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Benedek Communications Corporation and Subsidiaries
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 7, 1998

                                      S-1




<PAGE>
                                                                     SCHEDULE II

              BENEDEK COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                       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>           <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        86,458        403,843        255,804        483,519
     Year ended December 31, 1997...............     483,519        --            231,479        243,347        471,652
</TABLE>

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

(1) Uncollectible accounts written off, net of recoveries

                                      S-2




<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                                                                     SEQUENTIAL
NUMBER                                              DESCRIPTION                                              PAGE NO.
-------   -----------------------------------------------------------------------------------------------   ----------
<C>       <S>                                                                                               <C>
   3.1    -- Certificate of Incorporation of Benedek Communications Corporation, as amended, incorporated
             by reference to Exhibit 3.1 to Benedek Communications Corporation's Registration Statement on
             Form S-4, File No. 333-09529, filed on August 2, 1996 (the 'S-4 Registration Statement').....
   3.2    -- By-Laws of Benedek Communications Corporation, incorporated by reference to Exhibit 3.2 to
             the S-4 Registration Statement...............................................................
   3.3    -- Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional
             and Other Special Rights of 15.0% Exchangeable Redeemable Senior Preferred Stock due 2007 and
             Qualifications, Limitations and Restrictions thereof of Benedek Communications Corporation,
             incorporated by reference to Exhibit 3.3 to the S-4 Registration Statement...................
   3.4    -- Certificate of Designation, Preferences and Relative, Participating, Optional and Other
             Special Rights of Series C Junior Discount Preferred Stock and Qualifications, Limitations
             and Restrictions thereof of Benedek Communications Corporation, incorporated by reference to
             Exhibit 3.4 to the S-4 Registration Statement................................................
   3.5    -- Certificate of Incorporation of Benedek Broadcasting Corporation, as amended, incorporated
             by reference to Exhibit 3.1 to Benedek Broadcasting Corporation's Registration Statement on
             Form S-1, File No. 33-91412, filed on April 20, 1995 (the 'S-1 Registration Statement')......
   3.6    -- By-Laws of Benedek Broadcasting Corporation, as amended, incorporated by reference to
             Exhibit 3.2 to the S-1 Registration Statement................................................
   3.7    -- Certificate of Incorporation of Benedek License Corporation, incorporated by reference to
             Exhibit 3.3 to Benedek Broadcasting Corporation's Quarterly Report on From 10-Q for the
             quarter ended June 30, 1996 (the 'Second Quarter 1996 10-Q').................................
   3.8    -- 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 May 15, 1996 between Benedek Communications Corporation and United
             States Trust Company of New York, relating to the 13 1/4% Senior Subordinated Discount Notes
             due 2006 of Benedek Communications Corporation, incorporated by reference to Exhibit 4.1 to
             the S-4 Registration Statement...............................................................
   4.2    -- Form of 13 1/4% Senior Subordinated Discount Note due 2006 of Benedek Communications
             Corporation (included in Exhibit 4.1 hereof), incorporated by reference to Exhibit 4.2 to the
             S-4 Registration Statement...................................................................
   4.3    -- Indenture dated as of March 1, 1995 between Benedek Broadcasting Corporation and The Bank of
             New York, relating to the 11 7/8% Senior Secured Notes due 2005 of Benedek Broadcasting
             Corporation, incorporated by reference to Exhibit 4.3 to the S-4 Registration Statement......
   4.4    -- Form of 11 7/8% Senior Secured Note due 2005 of Benedek Broadcasting Corporation (included
             in Exhibit 4.3 hereof), incorporated by reference to Exhibit 4.4 to the S-4 Registration
             Statement....................................................................................
   4.5    -- First Supplemental Indenture dated as of June 6, 1996 among Benedek Broadcasting
             Corporation, Benedek License Corporation and The Bank of New York, incorporated by reference
             to Exhibit 4.3 to the Second Quarter 1996 10-Q...............................................
   4.6    -- Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional
             and Other Special Rights of 15.0% Exchangeable Redeemable Senior Preferred Stock due 2007 and
             Qualifications, Limitations and Restrictions thereof of Benedek Communications Corporation
             (filed as Exhibit 3.3 hereof), incorporated by reference to Exhibit 4.5 to the S-4
             Registration Statement.......................................................................
   4.7    -- Certificate of Designation, Preferences and Relative, Participating, Optional and Other
             Special Rights of Series C Junior Discount Preferred Stock and Qualifications, Limitations
             and Restrictions thereof of Benedek Communications Corporation (filed as Exhibit 3.4 hereof),
             incorporated by reference to Exhibit 4.6 to the S-4 Registration Statement...................
</TABLE>




<PAGE>
<TABLE>
<CAPTION>
EXHIBIT                                                                                                     SEQUENTIAL
NUMBER                                              DESCRIPTION                                              PAGE NO.
-------   -----------------------------------------------------------------------------------------------   ----------
<C>       <S>                                                                                               <C>
   4.8    -- Warrant Agreement dated as of June 5, 1996 between Benedek Communications Corporation and
             IBJ Schroder Bank & Trust Company with respect to Class A Common Stock of Benedek
             Communications Corporation, incorporated by reference to Exhibit 4.7 to the S-4 Registration
             Statement....................................................................................
  10.1    -- Purchase Agreement dated May 30, 1996 between Benedek Communications Corporation and
             Goldman, Sachs & Co., incorporated by reference to Exhibit 10.1 to the S-4 Registration
             Statement....................................................................................
  10.2    -- Exchange and Registration Rights Agreement dated May 30, 1996 between Benedek Communications
             Corporation and Goldman, Sachs & Co. with respect to the 13 1/4% Senior Subordinated Discount
             Notes due 2006 of Benedek Communications Corporation, incorporated by reference to Exhibit
             10.2 to the S-4 Registration Statement.......................................................
  10.3    -- Placement Agreement dated June 5, 1996 among Benedek Communications Corporation, Goldman,
             Sachs & Co. and BT Securities Corporation, incorporated by reference to Exhibit 10.3 to the
             S-4 Registration Statement...................................................................
  10.4    -- Exchange and Registration Rights Agreement dated June 5, 1996 among Benedek Communications
             Corporation, Goldman, Sachs & Co. and BT Securities Corporation with respect to the 15.0%
             Exchangeable Redeemable Senior Preferred Stock due 2007 of Benedek Communications
             Corporation, incorporated by reference to Exhibit 10.4 to the S-4 Registration Statement.....
  10.5    -- Warrant Agreement dated as of June 5, 1996 between Benedek Communications Corporation and
             IBJ Schroder Bank & Trust Company (filed as Exhibit 4.8 hereof), incorporated by reference to
             Exhibit 10.5 to the S-4 Registration Statement...............................................
  10.6    -- Contingent Warrant Escrow Agreement dated June 5, 1996 between Benedek Communications
             Corporation and IBJ Schroder Bank & Trust Company, incorporated by reference to Exhibit 10.6
             to the S-4 Registration Statement............................................................
  10.7    -- Common Stock Registration Rights Agreement dated as of June 5, 1996 among Benedek
             Communications Corporation, Goldman, Sachs & Co. and BT Securities Corporation, incorporated
             by reference to Exhibit 10.7 to the S-4 Registration Statement...............................
 *10.8    -- Amended and Restated Credit Agreement dated as of December 17, 1997 among Benedek
             Communications Corporation, Benedek Broadcasting Corporation, the Lenders listed therein and
             Bankers Trust Company, as Agent..............................................................
 *10.9    -- Amended and Restated Guaranty dated as of December 17, 1997 by Benedek Communications
             Corporation in favor of Bankers Trust Company................................................
 *10.10   -- Amended and Restated Guaranty dated as of December 17, 1997 by Benedek License Corporation
             in favor of Bankers Trust Company............................................................
 *10.11   -- Amended and Restated Pledge Agreement dated as of December 17, 1997 between Benedek
             Communications Corporation and Bankers Trust Company.........................................
 *10.12   -- Amended and Restated Security Agreement dated as of December 17, 1997 between Benedek
             Communications Corporation and Bankers Trust Company.........................................
 *10.13   -- Amended and Restated Accounts Receivable Security Agreement dated as of December 17, 1997
             between Benedek Broadcasting Corporation and Bankers Trust Company...........................
 *10.14   -- Amended and Restated Acquired Assets Security Agreement dated as of December 17, 1997
             between Benedek Broadcasting Corporation and Bankers Trust Company...........................
 *10.15   -- Amended and Restated Tangible Assets Security Agreement dated as of December 17, 1997
             between Benedek Broadcasting Corporation and Bankers Trust Company...........................
 *10.16   -- Amended and Restated Collateral Account Agreement dated as of December 17, 1997 between
             Benedek Communications Corporation and Bankers Trust Company.................................
 *10.17   -- Master Assignment Agreement dated as of December 17, 1997 among Benedek Communications
             Corporation, Benedek Broadcasting Corporation, Canadian Imperial Bank of Commerce, New York
             Agency, and the Financial Institutions listed therein........................................
  10.18   -- Form of Indemnity Agreement between Benedek Communications Corporation and each of its
             executive officers and directors, incorporated by reference to Exhibit 10.14 to the S-4
             Registration Statement.......................................................................
</TABLE>




<PAGE>
<TABLE>
<CAPTION>
EXHIBIT                                                                                                     SEQUENTIAL
NUMBER                                              DESCRIPTION                                              PAGE NO.
-------   -----------------------------------------------------------------------------------------------   ----------
<C>       <S>                                                                                               <C>
  10.19   -- Employment Agreement dated as of June 6, 1996 between Benedek Broadcasting Corporation and
             A. Richard Benedek, incorporated by reference to Exhibit 10.16 to the S-4 Registration
             Statement....................................................................................
  10.20   -- Employment Agreement dated as of June 6, 1996 between Benedek Broadcasting Corporation and
             K. James Yager, incorporated by reference to Exhibit 10.17 to the S-4 Registration
             Statement....................................................................................
  10.21   -- Employment Agreement dated as of June 6, 1996 between Benedek Broadcasting Corporation and
             Ronald L. Lindwall, incorporated by reference to Exhibit 10.19 to the S-4 Registration
             Statement....................................................................................
  10.22   -- Employment Agreement dated as of June 6, 1996 between Benedek Broadcasting Corporation and
             Terrance F. Hurley, incorporated by reference to Exhibit 10.20 to the S-4 Registration
             Statement....................................................................................
 *21      -- Subsidiaries of Benedek Communications Corporation and Benedek Broadcasting Corporation.....
 *23      -- Consent of McGladrey & Pullen, LLP..........................................................
 *27.1    -- Financial Data Schedule pursuant to Article 5 of Regulation S-X with respect to Benedek
             Communications Corporation...................................................................
 *27.2    -- Financial Data Schedule pursuant to Article 5 of Regulation S-X with respect to Benedek
             Broadcasting Corporation.....................................................................
</TABLE>

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

* Filed herewith