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                                                                    EXHIBIT 3.10

                                   BY-LAWS OF

                       KXAN, INC (CHANGED NAME 12/28/90)

                                   ARTICLE I

                                    Offices

         SECTION 1.01. Registered Office. The registered office of WFIL, INC.
(hereinafter called the Corporation) in the State of Delaware shall be at 1209
Orange Street, c/o Corporation Trust Center, Wilmington, Delaware 19801, and
the registered agent in charge thereof shall be The Corporation Trust Company.

         SECTION 1.02. Other Offices. The Corporation may also have an office
or offices at any other place or places within or without the State of
Delaware.

                                   ARTICLE II

                    Meetings of Stockholders; Stockholders'
                           Consent in Lieu of Meeting

         SECTION 2.01. Annual Meetings. The annual meeting of the stockholders
for the election of directors, and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, date and
hour as shall be fixed by the Board of Directors (hereinafter called the Board)
and designated in the notice or waiver of notice thereof; provided, however,
that no annual meeting need be held if all actions, including the election of
directors, required by the
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General Corporation Law of the State of Delaware to be taken at a stockholders'
annual meeting are taken by written consent in lieu of a meeting pursuant to
Section 2.03 of this Article.

         SECTION 2.02. Special Meetings.  A special meeting of the stockholders
for any purpose or purposes may be called by the Board, the Chairman of the
Board, the President or the Secretary of the Corporation or one or more
stockholders holding of record at least a majority of the shares of Common
Stock of the Corporation issued and outstanding, such meeting to be held at
such place, date and hour as shall be designated in the notice or waiver of
notice thereof.

         SECTION 2.03. Stockholders' Consent in Lieu of Meeting.  Any action
required by the laws of the State of Delaware to be taken at any annual or
special meeting of the stockholders of the Corporation, or any action which may
be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by all of the
stockholders entitled to vote on the action to be taken.

                                  ARTICLE III

                               Board of Directors

         SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board, which may
exercise all such powers of
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the Corporation and do all such lawful acts and things as are not by law or by
the Certificate of Incorporation directed or required to be exercised or done
by the stockholders.

         SECTION 3.02. Number and Term of Office. The number of directors which
shall constitute the whole Board shall be three (3) or such other number as may
be fixed from time to time by a vote of a majority of the whole Board. The term
"whole Board" is used herein to refer to the number of directors from time to
time authorized to be on the Board regardless of the number of directors then
in office. Directors need not be stockholders. Each director shall hold office
until his successor is elected and qualified, or until his earlier death or
resignation or removal in the manner hereinafter provided.

         SECTION 3.03.  Resignation, Removal and Vacancies.  Any director may
resign at any time by giving written notice of his resignation to the Board,
the Chairman of the Board, the President or the Secretary of the Corporation.
Such resignation shall take effect at the time specified therein or, if the
time be not specified, upon receipt thereof; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

         Any director or the entire Board may be removed, with or without
cause, at any time by the holders of a majority of the shares then entitled to
vote at an election of directors or by written consent of the stockholders
pursuant to Section 2.03 of Article II hereof.
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         Vacancies in the Board and newly-created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director.

         SECTION 3.04. Meetings.

         (a)     Annual Meetings.  As soon as practicable after each annual
election of directors, the Board shall meet for the purpose of organization and
the transaction of other business, unless it shall have transacted all such
business by written consent pursuant to Section 3.05 of this Article.

         (b)     Other Meetings.  Other meetings of the Board shall be held at
such times and places as the Board, the Chairman of the Board or the President
shall from time to time determine.

         (c)     Notice of Meetings.  The Secretary shall give notice to each
director of each meeting, including the time and place of such meeting. Notice
of each such meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, at least two days before the day on which
such meeting is to be held, or shall be sent to him at such place by telegraph,
cable, wireless or other form of recorded communication, or be delivered
personally or by telephone not later than the day before the day on which such
meeting is to be held, but notice need not be given to any director who shall
attend such meeting. A written waiver of notice, signed by the person entitled
thereto, whether before or after the time of the meeting stated therein, shall
be deemed equivalent to notice.
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         (d)     Place of Meetings.  The Board may hold its meetings at such
place or places within or without the State of Delaware as the Board may from
time to time determine, or as shall be designated in the respective notices or
waivers of notice thereof.

         (e)     Quorum and Manner of Acting.  A majority of the total number
of directors then in office (but not less than two) shall be present in person
at any meeting of the Board in order to constitute a quorum for the transaction
of business at such meeting, and the vote of a majority of those directors
present at any such meeting at which a quorum is present shall be necessary for
the passage of any resolution or act of the Board, except as otherwise
expressly required by law or these By-laws. In the absence of a quorum for any
such meeting, a majority of the directors present thereat may adjourn such
meeting from time to time until a quorum shall be present.

         (f)     Organization. At each meeting of the Board, one of the
following shall act as chairman of the meeting and preside, in the following
order of precedence:

         (i) the Chairman of the Board;

         (ii) the President;

         (iii) any director chosen by a majority of the directors present.

The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present whom the Chairman
shall appoint shall act as secretary of such meeting and keep the minutes
thereof.
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         SECTION 3.05. Directors' Consent in Lieu of Meeting.  Action required
or permitted to be taken at any meeting of the Board, or of any committee
thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of the proceedings of the Board or
committee.

         SECTION 3.06. Action by Means of Conference Telephone or Similar
Communications Equipment. Any one or more members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board or
any such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

                                   ARTICLE IV

                            Committees of the Board

         SECTION 4.01. Appointment of Executive Committee.  The Board may from
time to time by resolution passed by a majority of the whole Board designate
from its members an Executive Committee to serve at the pleasure of the Board.
The Chairman of the Executive Committee shall be designated by the Board.
The Board may designate one or more directors as
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alternate members of the Executive Committee, who may replace any absent or
disqualified member or members at any meeting of the Executive Committee. The
Board shall have power at any time to change the membership of the Executive
Committee, to fill all vacancies in it and to discharge it, either with or
without cause.

         SECTION 4.02. Procedures of Executive Committee. The Executive
committee, by a vote of a majority of its members, shall fix by whom its
meetings may be called and the manner of calling and holding its meetings,
shall determine the number of its members requisite to constitute a quorum for
the transaction of business and shall prescribe its own rules of procedure, no
change in which shall be made except by a majority vote of its members or by
the Board.

         SECTION 4.03. Powers of Executive Committee. During the intervals
between the meetings of the Board, unless otherwise determined from time to
time by resolution passed by the whole Board, the Executive Committee shall
possess and may exercise all the powers and authority of the Board in the
management and direction of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it, except that the Executive Committee shall not have power or
authority in reference to:

                 (a) amending the Certificate of Incorporation;

                 (b) adopting an agreement of merger or consolidation;
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                 (c) recommending to the stockholders the sale, lease or
         exchange of all or substantially all the Corporation's property and
         assets;

                 (d) recommending to the stockholders a dissolution of the
         Corporation or a revocation of a dissolution;

                 (e) amending the By-laws;

                 (f) declaring a dividend or authorizing the issuance of stock;

                 (g) filling any vacancy on the Board or any, committee of the
         Board;

                 (h) electing or removing officers or members of such committee;
         or

                 (i) fixing the compensation for the members of such committee.

         SECTION 4.04. Reports of Executive Committee.  The Executive Committee
shall keep regular minutes of its proceedings, and all action by the Executive
Committee shall be reported promptly to the Board. Such action shall be subject
to review by the Board, provided that no rights of third parties shall be
affected by such review.

         SECTION 4.05. Other Committees. The Board, by resolution adopted by a
majority of the whole Board, may designate from among its members one or more
other committees, each of which shall have such authority of the Board as may
be specified in the resolution of the Board designating such committee;
provided, however, that any such committee so
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designated shall not have any powers not allowed to the Executive Committee
under Section 4.03 of this Article IV. The Board shall have power at any time
to change the members of any such committee, designate alternate members of any
such committee and fill vacancies therein; and any such committee shall serve
at the pleasure of the Board.

                                   ARTICLE V

                                    Officers

         SECTION 5.01. Executive Officers. The executive officers of the
Corporation shall be a President, a Secretary and a Treasurer and may include a
Chairman of the Board, one or more Vice Presidents or one or more Assistant
Secretaries or Assistant Treasurers. Any two or more offices may be held by the
same person, except that the president and secretary shall not be the same
person.

         SECTION 5.02. Authority and Duties. All officers, as between
themselves and the Corporation, shall have such authority and perform such
duties in the management of the Corporation as may be provided in these By-laws
or, to the extent not so provided, by the Board.

         SECTION 5.03. Term of Office, Resignation and Removal. All officers
shall be elected or appointed by the Board and shall hold office for such term
as may be prescribed by the Board. The Chairman of the Board shall be elected
or appointed from among the members of the Board. Each officer
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shall hold office until his successor has been elected or appointed and
qualified or until his earlier death or resignation or removal in the manner
hereinafter provided. The Board may require any officer to give security for
the faithful performance of his duties.

         Any officer may resign at any time by giving written notice to the
President or the Secretary of the Corporation, and such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective is not specified therein, at the time it is accepted by action of the
Board. Except as aforesaid, the acceptance of such resignation shall not be
necessary to make it effective.

         All officers and agents elected or appointed by the Board shall be
subject to removal at any time by the Board or by the stockholders of the
Corporation with or without cause.

         SECTION 5.04. Vacancies. If an office becomes vacant for any reason,
the Board shall fill such vacancy. Any officer so appointed or elected by the
Board shall serve only until such time as the unexpired term of his predecessor
shall have expired unless reelected or reappointed by the Board.

         SECTION 5.05. Chairman of the Board. There shall be a Chairman of the
Board and he shall preside at meetings of the Board and of the stockholders at
which he is present, and shall give counsel and advice to the Board and the
officers of the Corporation on all subjects touching the welfare of the
Corporation and the conduct of its business. He shall perform
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such other duties as the Board may from time to time determine. Except as
otherwise provided by resolution of the Board he shall be ex officio a member 
of all committees of the Board.

         SECTION 5.06. The President. The President shall be the Chief
Executive Officer of the Corporation and unless the Chairman of the Board be
present or the Board has provided otherwise by resolution, he shall preside at
all meetings of the stockholders at which he is present. He shall have general
and active management and control of the business and affairs of the
Corporation subject to the control of the Board and the Executive Committee, if
any, and shall see that all orders and resolutions of the Board and the
Executive Committee, if any, are carried into effect.

       SECTION 5.07. Vice Presidents. The Vice President or, if there be more
than one, the Vice Presidents in the order of their seniority (Executive,
Senior, Group, etc.) or in any other order determined by the Board, shall, in
the absence or disability of the President, perform the duties and exercise the
powers of the President, and shall generally assist the President and perform
such other duties as the Board or the President shall prescribe.

       SECTION 5.08. The Secretary. The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of the
stockholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose, and shall perform like duties for the
standing
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committees when required.  He shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board, and shall perform such other
duties as may be prescribed by the Board or the President, under whose
supervision he shall act. He shall keep in safe custody the seal of the
Corporation and affix the same to any duly authorized instrument requiring it
and, when so affixed, it shall be attested by his signature or by the signature
of the Treasurer or an Assistant Secretary or Assistant Treasurer. He shall
keep in safe custody the certificate books and stockholder records and such
other books and records as the Board may direct and shall perform all other
duties as from time to time may be assigned to him by the Chairman of the
Board, the President or the Board.

       SECTION 5.09. Assistant Secretaries. The Assistant Secretaries, if any,
in order of their seniority or in any other order determined by the Board
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties as the
Board or the Secretary shall prescribe.

       SECTION 5.10. The Treasurer. The Treasurer shall have the care and
custody of the corporate funds and other valuable effects, including
securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
moneys and other valuable effects to the name and to the credit of the
Corporation in such depositories as may be designated by the Board. The
Treasurer
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shall disburse the funds of the Corporation as may be ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the
President and directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as Treasurer and of the
financial condition of the Corporation; and, in general, perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the President or the Board.

       SECTION 5.11. Assistant Treasurers. The Assistant Treasurers, if any, in
the order of their seniority or in any other order determined by the Board,
shall in the absence or disability of the Treasurer perform the duties and
exercise the powers of the Treasurer and shall perform such other duties as the
Board or the Treasurer shall prescribe.

                                   ARTICLE VI

                 Contracts, Checks, Drafts, Bank Accounts, etc.

       SECTION 6.01. Execution of Documents. The Board shall designate (either
by name or office) the officers, employees and agents of the Corporation who
shall have power to execute and deliver deeds, contracts, mortgages, bonds,
debentures, checks, drafts and other orders for the payment of money and other
documents for and in the name of the Corporation, and may authorize such
officers, employees and agents to delegate such power (including authority to
redelegate) by written instrument
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to other officers, employees or agents of the Corporation; and, unless so
designated or expressly authorized by these By-laws, no officer or agent or
employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to render it liable
pecuniarily for any purpose or to any amount.

       SECTION 6.02. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Board or Treasurer or any other officer of the Corporation
to whom power in this respect shall have been given by the Board shall select.

       SECTION 6.03. Proxies in Respect of Stock or Other Securities of Other
Corporations. The Board shall designate the officers of the Corporation who
shall have authority from time to time to appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation, and to vote or consent in respect of such
stock or securities; such designated officers may instruct the person or
persons so appointed as to the manner of exercising such powers and rights; and
such designated officers may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal, or otherwise, such
written proxies, powers of attorney or other instruments as they may deem
necessary or proper in order that the Corporation may exercise its said powers
and rights.
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                                  ARTICLE VII

                 Shares and Their Transfer; Fixing Record Date

       SECTION 7.01. Certificates for Shares.  Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number and
class of shares owned by him in the Corporation, which shall otherwise be in
such form as shall be prescribed by the Board. Certificates of each class shall
be issued in consecutive order and shall be numbered in the order of their
issue, shall be signed by or in the name of the Corporation by the Chairman of
the Board, the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary.

       SECTION 7.02. Record. A record (herein called the stock record) in one
or more counterparts shall be kept of the name of the person, firm or
corporation owning the shares represented by each certificate for stock of the
Corporation issued, the number of shares represented by each such certificate,
the date thereof and, in the case of cancellation, the date of cancellation.
Except as otherwise expressly required by law, the person in whose name shares
of stock stand on the stock record of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation.

       SECTION 7.03. Transfer and Registration of Stock.

       (a)  The transfer of shares of stock and certificates for stock which
represent the shares of stock of the Corporation shall be governed by the
General Corporation Law of the State of Delaware, as amended from time to time.
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       (b)  Registration of transfers of shares of the Corporation shall be
made only on the books of the Corporation upon request of the registered holder
thereof, or of his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and upon the
surrender of the certificate or certificates for such shares properly endorsed
or accompanied by a stock power duly executed.

       SECTION 7.04. Addresses of Stockholders. Each stockholder shall
designate to the Secretary of the Corporation an address at which notices of
meetings and all other corporate notices may be served or mailed to him, and,
if any stockholder shall fail to designate such address, corporate notices may
be served upon him by mail directed to him at his post office address, if any,
as the same appears on the share record books of the Corporation or at his last
known post office address.

       SECTION 7.05. Lost, Destroyed and Mutilated Certificates. The Board or a
committee designated thereby with power so to act may, in its discretion, cause
to be issued a new certificate or certificates for stock of the Corporation in
place of any certificate issued by it and reported to have been lost, destroyed
or mutilated, upon the surrender of the mutilated certificates or, in the case
of loss or destruction of the certificate, upon satisfactory proof of such loss
or destruction, and the Board or such committee may, in its
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discretion, require the owner of the lost or destroyed certificate or his legal
representative to give the Corporation a bond in such sum and with such surety
or sureties as it may direct to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss or destruction of
any such certificate.

       SECTION 7.06. Regulations. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these By-laws, concerning the
issue, transfer and registration of certificates for stock of the Corporation.

       SECTION 7.07. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or to receive
payment of any dividend or other distribution or allotment or any rights, or to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than 60 or less than 10 days before the
date of any such meeting, or more than 60 days prior to any such other action.
A determination of stockholders entitled to notice of or to vote at a meeting
of the stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.
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                                  ARTICLE VIII

                                      Seal

       The Board shall provide a corporate seal, which shall be in the form of
a circle and shall bear the full name of the Corporation and the words and
figures "Corporate Seal 1970 Delaware".)

                                   ARTICLE IX

                                  Fiscal Year

       The fiscal year of the Corporation shall end on the 31st day of December
in each year unless changed by resolution of the Board.

                                   ARTICLE X

                         Indemnification and Insurance

       SECTION 10.01. Indemnification. (a) (i) Any person made, or threatened
to be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he, his testator or intestate is or was a director, officer,
employee or agent of the Corporation or any corporation which may be absorbed
in a consolidation or merger with the Corporation and which if its separate
existence had continued would have had power and authority to indemnify such
person (a "Predecessor"), or by reason of the fact that he, his testator or
intestate is or was serving at the request of the Corporation
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as a director, officer, employee or agent of any other corporation or any
partnership, joint venture, trust or other enterprise (an "Affiliate"), shall
be indemnified by the Corporation against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, or in
connection with any appeal therein; provided that such person acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation, Predecessor or Affiliate, as the case may
be, and that with respect to any criminal action or proceeding such person had
no reasonable cause to believe his conduct unlawful; except, in the case of an
action, suit or proceeding by or in the right of the Corporation, in relation
to matters as to which it shall be adjudged in such action, suit or proceeding
that such director, officer, employee or agent is liable for negligence or
misconduct in the performance of his duties, unless a court having jurisdiction
shall determine that, despite such adjudication, such person is fairly and
reasonably entitled to indemnification.

       (b) The foregoing rights of indemnification shall not be deemed
exclusive of any other rights to which any director, officer, employee or agent
may be entitled or of any power of the Corporation apart from the provisions of
this Section 10.01.
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       SECTION 10.02. Insurance for Indemnification. The Corporation may
purchase and maintain insurance for the indemnification of the Corporation and
the directors, officers, employees and agents of the Corporation to the full
extent and in the manner permitted by the applicable laws of the United States
and the State of Delaware from time to time in effect.

                                   ARTICLE XI

                                Waiver of Notice

       Whenever any notice whatever is required to be given by these By-laws or
the Certificate of Incorporation of the Corporation or the laws of the State of
Delaware, the person entitled thereto may, in person or by attorney thereunto
authorized, in writing or by telegraph, cable or other form of recorded
communication, waive such notice, whether before or after the meeting or other
matter in respect of which such notice is given, and in such event such notice
need not be given to such person and such waiver shall be deemed equivalent to
such notice.

                                  ARTICLE XII

                                   Amendments

       Any By-law (including these By-laws) may be adopted, amended or repealed
by the Board in any manner not inconsistent with the laws of the State of
Delaware or the Certificate of Incorporation.