S-3/A

   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1997
    
                                                     REGISTRATION NO. 333-12257
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                              ------------------

                                   FORM S-3/A
   
                                AMENDMENT NO. 5
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              ------------------
    


                        SINCLAIR BROADCAST GROUP, INC.
            (Exact name of registrant as specified in its charter)


                                                                    
             MARYLAND                          4833                         52-1494660
(State or other jurisdiction of     (Primary Standard Industrial         (I.R.S. Employer
 incorporation or organization)      Classification Code Number)      Identification Number)



                              ------------------
                             2000 WEST 41ST STREET
                           BALTIMORE, MARYLAND 21211
                                (410) 467-5005

(Address,          including zip code,  and  telephone  number,  including  area
                   code, of registrant's principal executive offices)
                                DAVID D. SMITH
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        SINCLAIR BROADCAST GROUP, INC.
                             2000 WEST 41ST STREET
                           BALTIMORE, MARYLAND 21211
                                (410) 467-5005
   
(Name,  address,  including zip code, and telephone number, including area code,
                             of agent for service)
                              ------------------

                      SEE TABLE OF ADDITIONAL REGISTRANTS.
                              ------------------
                                With a copy to:

          GEORGE P. STAMAS, ESQ.              STEVEN A. THOMAS, ESQ.
        WILMER, CUTLER & PICKERING           THOMAS & LIBOWITZ, P.A.
           2445 M STREET, N.W.            100 LIGHT STREET -- SUITE 1100
          WASHINGTON, D.C. 20037               BALTIMORE, MD 21202
              (202) 663-6000                      (410) 752-2468

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

Approximate  date of  commencement  of proposed  sale of the  securities  to the
public: As soon as practicable and from time to time after the effective date
                        of this Registration Statement.

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

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933,  other than  securities  offered in  connection  with dividend or interest
reinvestment plans, check the following box. [x]

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

     If  delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

     THE REGISTRANTS  HEREBY AMEND THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE  NECESSARY  TO DELAY ITS  EFFECTIVE  DATE UNTIL THE  REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE  SECURITIES  ACT OF 1933 OR UNTIL THE  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================
    





                                EXPLANATORY NOTE

     This registration  statement contains a Prospectus relating to the offering
of $1,000,000,000 of Securities, followed by a Prospectus Supplement relating to
the  offering  of  5,300,000  shares  of  Class A  Common  Stock  followed  by a
Prospectus   Supplement   relating  to  the  offering  of  3,000,000  shares  of
Convertible Exchangeable Preferred Stock.




                        TABLE OF ADDITIONAL REGISTRANTS



                                                                                    ADDRESS, INCLUDING
                                                                                        ZIP CODE,
                                                 PRIMARY                          AND TELEPHONE NUMBER,
     EXACT NAME OF         STATE OR OTHER       STANDARD           I.R.S.          INCLUDING AREA CODE,
     REGISTRANT AS         JURISDICTION OF     INDUSTRIAL         EMPLOYER           OF REGISTRANT'S
      SPECIFIED IN        INCORPORATION OR   CLASSIFICATION   INDENTIFICATION      PRINCIPAL EXECUTIVE
      ITS CHARTER           ORGANIZATION       CODE NUMBER         NUMBER                OFFICES
- ------------------------- ------------------ ---------------- ----------------- ---------------------------
                                                                    
Chesapeake Television,     Maryland               4833           52-1590917     2000 West 41st Street
 Inc.                                                                           Baltimore, Maryland 21211
                                                                                410/467-5005
Chesapeake Television      Delaware               4833           51-0336990     2000 West 41st Street
 Licensee, Inc.                                                                 Baltimore, Maryland 21211
                                                                                410/467-5005
FSF-TV, Inc.               North Carolina         4833           56-1739096     2000 West 41st Street
                                                                                Baltimore, Maryland 21211
                                                                                410/467-5005
KABB Licensee, Inc.        Delaware               4833           52-1974581     2000 West 41st Street
                                                                                Baltimore, Maryland 21211
                                                                                410/467-5005
KDNL Licensee, Inc.        Delaware               4833           52-1974579     2000 West 41st Street
                                                                                Baltimore, Maryland 21211
                                                                                410/467-5005
KSMO, Inc.                 Maryland               4833           52-1836395     2000 West 41st Street
                                                                                Baltimore, Maryland 21211
                                                                                410/467-5005
KSMO Licensee, Inc.        Delaware               4833           52-1966077     2000 West 41st Street
                                                                                Baltimore, Maryland 21211
                                                                                410/467-5005
KUPN Licensee, Inc.        Maryland               4833           52-2016990     2000 West 41st Street
                                                                                Baltimore, Maryland 21211
                                                                                410/467-5005
SCI-Indiana Licensee,      Delaware               4833           52-1974576     2000 West 41st Street
 Inc.                                                                           Baltimore, Maryland 21211
                                                                                410/467-5005
SCI-Sacramento             Delaware               4833           52-1974575     2000 West 41st Street
 Licensee, Inc.                                                                 Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Communica-        Maryland               4833           52-1977539     2000 West 41st Street
 tions, Inc.                                                                    Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Radio of Albu-    Maryland               4833           52-1976547     2000 West 41st Street
 querque, Inc.                                                                  Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Radio of Albu-    Delaware               4833           52-1974593     2000 West 41st Street
 querque Licensee,                                                              Baltimore, Maryland 21211
 Inc.                                                                           410/467-5005
Sinclair Radio of          Maryland               4833           52-1975701     2000 West 41st Street
 Buffalo, Inc.                                                                  Baltimore, Maryland 21211
                                                                                410/467-5005










                                                                                    ADDRESS, INCLUDING
                                                                                        ZIP CODE,
                                                 PRIMARY                          AND TELEPHONE NUMBER,
     EXACT NAME OF         STATE OR OTHER       STANDARD           I.R.S.          INCLUDING AREA CODE,
     REGISTRANT AS         JURISDICTION OF     INDUSTRIAL         EMPLOYER           OF REGISTRANT'S
      SPECIFIED IN        INCORPORATION OR   CLASSIFICATION   INDENTIFICATION      PRINCIPAL EXECUTIVE
      ITS CHARTER           ORGANIZATION       CODE NUMBER         NUMBER                OFFICES
- ------------------------- ------------------ ---------------- ----------------- ---------------------------
                                                                    
Sinclair Radio of Buf-        Delaware            4833           52-1974582     2000 West 41st Street
 falo Licensee, Inc.                                                            Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Radio of             Maryland            4833           52-1975786     2000 West 41st Street
 Greenville, Inc.                                                               Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Radio of             Delaware            4833           52-1974584     2000 West 41st Street
 Greenville Licensee,                                                           Baltimore, Maryland 21211
 Inc.                                                                           410/467-5005
Sinclair Radio of Los         Maryland            4833           52-1975780     2000 West 41st Street
 Angeles, Inc.                                                                  Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Radio of Los         Delaware            4833           52-1974591     2000 West 41st Street
 Angeles Licensee,                                                              Baltimore, Maryland 21211
 Inc.                                                                           410/467-5005
Sinclair Radio of             Maryland            4833           52-1975784     2000 West 41st Street
 Memphis, Inc.                                                                  Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Radio of             Delaware            4833           52-1974586     2000 West 41st Street
 Memphis Licensee,                                                              Baltimore, Maryland 21211
 Inc.                                                                           410/467-5005
Sinclair Radio of             Maryland            4833           52-1975785     2000 West 41st Street
 Nashville, Inc.                                                                 Baltimore, aryland 21211
                                                                                410/467-5005
Sinclair Radio of Nash-       Delaware            4833           52-1974585     2000 West 41st Street
 ville Licensee, Inc.                                                           Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Radio of New         Maryland            4833           52-1975783     2000 West 41st Street
 Orleans, Inc.                                                                  Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Radio of New         Delaware            4833           52-1974588     2000 West 41st Street
 Orleans Licensee,                                                              Baltimore, Maryland 21211
 Inc.                                                                           410/467-5005
Sinclair Radio of St.         Maryland            4833           52-1975782     2000 West 41st Street
 Louis, Inc.                                                                    Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Radio of St.         Delaware            4833           52-1974592     2000 West 41st Street
 Louis Licensee, Inc.                                                           Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Radio of             Maryland            4833           52-1975788     2000 West 41st Street
 Wilkes-Barre, Inc.                                                             Baltimore, Maryland 21211
                                                                                410/467-5005
Sinclair Radio                Delaware            4833           52-1974583     2000 West 41st Street
 of Wilkes-Barre                                                                Baltimore, Maryland 21211
 Licensee, Inc.                                                                 410/467-5005









                                                                                  ADDRESS, INCLUDING
                                                                                      ZIP CODE,
                                               PRIMARY                          AND TELEPHONE NUMBER,
    EXACT NAME OF        STATE OR OTHER       STANDARD           I.R.S.          INCLUDING AREA CODE,
    REGISTRANT AS        JURISDICTION OF     INDUSTRIAL         EMPLOYER           OF REGISTRANT'S
     SPECIFIED IN       INCORPORATION OR   CLASSIFICATION   INDENTIFICATION      PRINCIPAL EXECUTIVE
     ITS CHARTER          ORGANIZATION       CODE NUMBER         NUMBER                OFFICES
- ----------------------- ------------------ ---------------- ----------------- ---------------------------
                                                                  
Superior Communica-         Delaware            4833           61-1250982     2000 West 41st Street
 tions of Kentucky,                                                           Baltimore, Maryland 21211
 Inc.                                                                         410/467-5005
Superior Communica-         Oklahoma            4833           73-1021304     2000 West 41st Street
 tions of Oklahoma,                                                           Baltimore, Maryland 21211
 Inc.                                                                         410/467-5005
Superior KY License         Delaware            4833           61-1250983     2000 West 41st Street
 Corp.                                                                        Baltimore, Maryland 21211
                                                                              410/467-5005
Superior OK License         Delaware            4833           73-1438189     2000 West 41st Street
 Corp.                                                                        Baltimore, Maryland 21211
                                                                              410/467-5005
Tuscaloosa Broadcast-       Maryland            4833           52-1940000     2000 West 41st Street
 ing, Inc.                                                                    Baltimore, Maryland 21211
                                                                              410/467-5005
WCGV, Inc.                  Maryland            4833           52-1836393     2000 West 41st Street
                                                                              Baltimore, Maryland 21211
                                                                              410/467-5005
WCGV Licensee, Inc.         Delaware            4833           52-0349552     2000 West 41st Street
                                                                              Baltimore, Maryland 21211
                                                                              410/467-5005
WDBB, Inc.                  Maryland            4833           52-1947227     2000 West 41st Street
                                                                              Baltimore, Maryland 21211
                                                                              410/467-5005
WLFL, Inc.                  Maryalnd            4833           52-1911462     2000 West 41st Street
                                                                              Baltimore, Maryland 21211
                                                                              410/467-5005
WLFL Licensee, Inc.         Delaware            4833           51-0364246     2000 West 41st Street
                                                                              Baltimore, Maryland 21211
                                                                              410/467-5005
WLOS Licensee, Inc.         Delaware            4833           52-1974580     2000 West 41st Street
                                                                              Baltimore, Maryland 21211
                                                                              410/467-5005
WPGH, Inc.                  Maryland            4833           52-1742771     2000 West 41st Street
                                                                              Baltimore, Maryland 21211
                                                                              410/467-5005
WPGH Licensee, Inc.         Maryland            4833           52-1742774     2000 West 41st Street
                                                                              Baltimore, Maryland 21211
                                                                              410/467-5005
WSMH, Inc.                  Maryland            4833           52-1952880     2000 West 41st Street
                                                                              Baltimore, Maryland 21211
                                                                              410/467-5005









                                                                                   ADDRESS, INCLUDING
                                                                                       ZIP CODE,
                                                PRIMARY                          AND TELEPHONE NUMBER,
     EXACT NAME OF        STATE OR OTHER       STANDARD           I.R.S.          INCLUDING AREA CODE,
     REGISTRANT AS        JURISDICTION OF     INDUSTRIAL         EMPLOYER           OF REGISTRANT'S
     SPECIFIED IN        INCORPORATION OR   CLASSIFICATION   INDENTIFICATION      PRINCIPAL EXECUTIVE
      ITS CHARTER          ORGANIZATION       CODE NUMBER         NUMBER                OFFICES
- ------------------------ ------------------ ---------------- ----------------- ---------------------------
                                                                   
WSMH Licensee, Inc.          Delaware            4833           52-1939265     2000 West 41st Street
                                                                               Baltimore, Maryland 21211
                                                                               410/467-5005
WSTR, Inc.                   Maryland            4833           52-1836394     2000 West 41st Street
                                                                               Baltimore, Maryland 21211
                                                                               410/467-5005
WSTR Licensee, Inc.          Maryalnd            4833           52-1958895     2000 West 41st Street
                                                                               Baltimore, Maryland 21211
                                                                               410/467-5005
WSYX, Inc.                   Maryland            4833           52-2050323     2000 West 41st Street
                                                                               Baltimore, Maryland 21211
                                                                               410/467-5005
WTTE, Channel 28, Inc.       Maryland            4833           52-1313500     2000 West 41st Street
                                                                               Baltimore, Maryland 21211
                                                                               410/467-5005
WTTE, Channel 28             Maryland            4833           52-1742776     2000 West 41st Street
 Licensee, Inc.                                                                Baltimore, Maryland 21211
                                                                               410/467-5005
WTTO , Inc.                  Maryland            4833           52-1836391     2000 West 41st Street
                                                                               Baltimore, Maryland 21211
                                                                               410/467-5005
WTTO Licensee, Inc.          Delaware            4833           51-0349553     2000 West 41st Street
                                                                               Baltimore, Maryland 21211
                                                                               410/467-5005
WTVZ, Inc.                   Maryland            4833           52-1903498     2000 West 41st Street
                                                                               Baltimore, Maryland 21211
                                                                               410/467-5005
WTVZ Licensee, Inc.          Maryland            4833           52-1908393     2000 West 41st Street
                                                                               Baltimore, Maryland 21211
                                                                               410/467-5005
WYZZ, Inc.                   Maryland            4833           52-1959155     2000 West 41st Street
                                                                               Baltimore, Maryland 21211
                                                                               410/467-5005
WYZZ Licensee, Inc.          Delaware            4833           52-1959631     2000 West 41st Street
                                                                               Baltimore, Maryland 21211
                                                                               410/467-5005







   
                  SUBJECT TO COMPLETION, DATED AUGUST 26, 1997
    

PROSPECTUS

                                $1,000,000,000

                                      SBG
                            SINCLAIR BROADCAST GROUP

                              CLASS A COMMON STOCK
                                DEBT SECURITIES
                                PREFERRED STOCK
                                 ------------

   
     Sinclair Broadcast Group, Inc. ("Sinclair " or the "Company") may from time
to time offer,  together or separately,  its (I) Class A Common Stock, par value
$.01 per share (the "Class A Common  Stock"),  (ii) debt  securities  (the "Debt
Securities")  which may be either  senior  debt  securities  (the  "Senior  Debt
Securities")  or  subordinated   debt   securities   (the   "Subordinated   Debt
Securities")  and (iii) shares of its preferred  stock, par value $.01 per share
(the "Preferred  Stock"), in amounts, at prices and on terms to be determined at
the time of the offering.  The Class A Common Stock, the Debt Securities and the
Preferred  Stock  are  collectively  called  the  "Securities."  To  the  extent
indicated  in  the   accompanying   Prospectus   Supplement   (the   "Prospectus
Supplement"),  certain stockholders of the Company (the "Selling  Stockholders")
may from time to time offer up to 1,750,000  shares of Class A Common Stock. See
"Selling Stockholders" and "Plan of Distribution."     

     The Securities  offered pursuant to this Prospectus may be issued in one or
more series or  issuances  and will be limited to  $1,000,000,000  in  aggregate
initial  public  offering  price.  Certain  specific  terms  of  the  particular
Securities in respect of which this  Prospectus is being  delivered  will be set
forth in the Prospectus Supplement, including, where applicable, (i) in the case
of  Debt  Securities,  the  specific  title,  aggregate  principal  amount,  the
denomination, maturity, premium, if any, the interest, if any (which may be at a
fixed or variable rate), the time and method of calculating payment of interest,
if any,  the  place or  places  where  principal  of (and  premium,  if any) and
interest,  if any,  on such  Debt  Securities  will be  payable,  any  terms  of
redemption  at the  option  of the  Company  or the  holder,  any  sinking  fund
provisions,  terms for any conversion into Class A Common Stock, guarantees,  if
any,  the  initial  public  offering  price,  listing  (if any) on a  securities
exchange or quotation (if any) on an automated  quotation system,  acceleration,
if any,  and other terms and (ii) in the case of Preferred  Stock,  the specific
title,  the aggregate  number of shares  offered,  any dividend  (including  the
method of calculating payment of dividends), liquidation, redemption, voting and
other rights, any terms for any conversion or exchange into Class A Common Stock
or Debt  Securities,  the initial public offering  price,  listing (if any) on a
securities  exchange or quotation (if any) on an automated  quotation system and
other terms.  If so  specified in the  applicable  Prospectus  Supplement,  Debt
Securities  of a series  may be issued in whole or in part in the form of one or
more temporary or permanent global securities.

   
     Unless  otherwise  specified  in a Prospectus  Supplement,  the Senior Debt
Securities,  when issued, will be unsecured and will rank equally with all other
unsecured and unsubordinated  indebtedness of the Company. The Subordinated Debt
Securities,  when issued, will be subordinated in right of payment to all Senior
Debt (as defined in the applicable  Prospectus  Supplement) of the Company. Debt
Securities  may  be  guaranteed  to  the  extent  specified  in  the  applicable
Prospectus  Supplement (the "Guarantees") by certain subsidiaries of the Company
specified in the Prospectus Supplement (the "Guarantors,").
    

     The  Securities  will be sold directly,  through  agents,  underwriters  or
dealers  as  designated  from time to time,  or  through a  combination  of such
methods. If agents of the Company or any dealers or underwriters are involved in
the  sale of the  Securities  in  respect  of  which  this  Prospectus  is being
delivered,  the names of such agents, dealers or underwriters and any applicable
commissions  or  discounts  will be set forth in or may be  calculated  from the
Prospectus   Supplement   with  respect  to  such   Securities.   See  "Plan  of
Distribution" for possible indemnification arrangements with agents, dealers and
underwriters.

     This  Prospectus may not be used to consummate  sales of Securities  unless
accompanied  by  a  Prospectus  Supplement  relating  to  such  Securities.  Any
statement  contained  in  this  Prospectus  will be  deemed  to be  modified  or
superseded by any inconsistent statement contained in an accompanying Prospectus
Supplement.

     The  Prospectus  Supplement  will  contain  information  concerning certain
United States federal income tax considerations, if applicable to the Securities
offered.
                                 ------------

     SEE  "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT  SHOULD  BE  CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED
HEREBY.
                                 ------------

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION  OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES COMMISSION PASSED UPON THE
ACCURACY  OR  ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                              A CRIMINAL OFFENSE.

                 The date of this prospectus is August   , 1997

   
Information contained in this preliminary prospectus is subject to completion or
amendment.  A registration statement relating to these securities has been filed
with the Securities and Exhange Commission. These securities may not be sold nor
may  offers  to buy be  accepted  prior to the time that a final  prospectus  is
delivered.   This  preliminary   prospectus  and  the  accompanying   prospectus
supplement shall not constitute an offer to sell or the solicitation of an offer
to buy nor  shall  there be any sale of these  securities  in any State in which
such offer,  solicitation  or sale would be unlawful  prior to  registration  or
qualification under the securities laws of any such State.
    







                             AVAILABLE INFORMATION

     The Company is subject to the  information  requirements  of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements and other information filed by the Company with the Commission can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Room 1024,  Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,
D.C. 20549,  and at the following  regional  offices of the Commission:  75 Park
Place,  Room 1228, New York, New York 10007 and 500 West Madison  Street,  Suite
1400, Chicago,  Illinois 60621. Copies of such material may be obtained from the
Public Reference Section of the Commission,  450 Fifth Street, N.W., Washington,
D.C.  at  prescribed  rates.  Such  reports  and other  information  can also be
reviewed  through the  Commission's  Electronic  Data Gathering,  Analysis,  and
Retrieval System  ("EDGAR") which is publicly  available though the Commission's
Web site (http:// www.sec.gov).  In addition, the Company's Class A Common Stock
is listed on the Nasdaq Stock  Market's  National  Market  System,  and material
filed by the Company can be inspected at the offices of the National Association
of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.

   
     The Company has filed a  Registration  Statement on Form S-3 (together with
all amendments  thereto,  the  "Registration  Statement") with the Commission in
Washington,  D.C., in accordance  with the  provisions of the  Securities Act of
1933, as amended (the "Securities  Act"), with respect to the Securities offered
hereby.  As  permitted  by the rules and  regulations  of the  Commission,  this
Prospectus and any accompanying  Prospectus Supplement do not contain all of the
information  contained  in the  Registration  Statement  and  the  exhibits  and
schedules  thereto.   Statements   contained  herein  and  in  any  accompanying
Prospectus  Supplement  concerning  the  provisions of any document  filed as an
exhibit to the Registration Statement or otherwise filed with the Commission are
not necessarily complete,  and in each instance reference is made to the copy of
the document so filed.  Each such statement is qualified in its entirety by such
reference.  The Registration Statement and the exhibits thereto may be inspected
without  charge at the offices of the  Commission or on EDGAR or copies  thereof
may be obtained at  prescribed  rates from the Public  Reference  Section of the
Commission at the address set forth above.     



                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed by the Company with the Commission  pursuant
to  Sections  13(a) and 15(d) of the  Exchange  Act are  incorporated  hereby by
reference:

       (a) The Company's  Annual Report on Form 10-K for the year ended December
           31, 1996 (as amended),  together  with the report of Arthur  Andersen
           LLP, independent certified public accountants;

       (b) The Company's  Quarterly  Reports on Form 10-Q for the quarters ended
           March 31, 1997 and June 30, 1997; and

   
       (c) The  Company's  Current  Reports on Form 8-K and Form 8-K/A filed May
           10, 1996, May 13, 1996, May 17, 1996, May 29, 1996,  August 30, 1996,
           September 5, 1996,  February 25, 1997,  June 27, 1997,  July 2, 1997,
           July 14,  1997,  July 17, 1997,  July 29,  1997,  August 13, 1997 and
           August 26, 1997.
    

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the  Exchange Act  subsequent  to the date of this  Prospectus  and
prior to termination  of the offering of the Securities  offered hereby shall be
deemed to be  incorporated  by reference  into this  Prospectus and to be a part
hereof from the date of filing of such  documents.  Any  statement  contained in
this  Prospectus or in a document  incorporated  or deemed to be incorporated by
reference in this  Prospectus  will be deemed to be modified or  superseded  for
purposes of this Prospectus to the extent that a statement  contained  herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein or in any  accompanying  Prospectus  Supplement  modifies or
supersedes such statement. Any such statement so modified or superseded will not
be deemed,  except as so modified or  superseded,  to  constitute a part of this
Prospectus.


                                       1







   
     As used herein,  the terms  "Prospectus" and "herein" mean this Prospectus,
including  the documents  incorporated  or deemed to be  incorporated  herein by
reference,  as the same may be amended,  supplemented or otherwise modified from
time to time.  Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein do not purport to be complete, and
where  reference is made to the particular  provisions of such contract or other
document,  such  provisions are qualified in all respects by reference to all of
the provisions of such contract or other document.
    

     A copy of any and all of the  documents  incorporated  herein by  reference
(other than  exhibits  unless such  exhibits are  specifically  incorporated  by
reference into any such document) will be provided  without charge to any person
to whom a copy of this Prospectus is delivered, upon written or oral request.
Requests should be directed to:

                             Patrick J. Talamantes
                       Sinclair Broadcasting Group, Inc.
                              2000 W. 41st Street
                           Baltimore, Maryland 21211


   
     CERTAIN  PERSONS  PARTICIPATING  IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT  STABILIZE,  MAINTAIN  OR  OTHERWISE  AFFECT  THE  PRICE  OF THE SECURITIES
OFFERED  HEREBY.  SUCH  TRANSACTIONS  MAY  INCLUDE  STABILIZING, THE PURCHASE OF
SECURITIES  OFFERED HEREBY TO COVER SYNDICATE SHORT POSITIONS AND THE IMPOSITION
OF   PENALTY  BIDS.  FOR  A  DESCRIPTION  OF  THESE  ACTIVITIES,  SEE  "PLAN  OF
DISTRIBUTION."
    


     IN  CONNECTION WITH THE OFFERING OF SECURITIES PURSUANT TO THIS PROSPECTUS,
THE  UNDERWRITERS  AND SELLING GROUP MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING
TRANSACTIONS  IN THE SECURITIES ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH
RULE  103  OF  REGULATION M UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE "PLAN
OF DISTRIBUTION."


                                       2





     Unless the context otherwise  indicates,  as used herein,  the "Company" or
"Sinclair"  means  Sinclair  Broadcast  Group,  Inc. and its direct and indirect
wholly-owned subsidiaries (collectively, the "Subsidiaries").



                                  THE COMPANY

   
     The company is a  diversified  broadcasting  Company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has pending  acquisitions of four  additional  television
stations,  and has pending  acquisitions of the rights to provide programming to
two additional  television stations.  The Company believes it is also one of the
top 20 radio groups in the United  States,  when measured by the total number of
radio  stations  owned,  programmed  or with which the  Company  has Joint Sales
Agreements  (JSAs).  The  Company  owns or provides  sales  services to 27 radio
stations  has  pending  acquisitions  of 24 radio  stations  and has  options to
acquire an additional seven radio stations.     

     The  Company  is a  Maryland  corporation  formed  in 1986.  The  Company's
principal  offices are  located at 2000 West 41st  Street,  Baltimore,  Maryland
21211, and its telephone number is (410) 467-5005.

                                 RISK FACTORS

     In addition to the other information contained or incorporated by reference
in this Prospectus,  prospective investors should review carefully the following
risks concerning the Company,  the Securities and the broadcast  industry before
purchasing the Securities offered hereby.


SUBSTANTIAL LEVERAGE AND PREFERRED STOCK OUTSTANDING

   
     The Company has consolidated  indebtedness  that is substantial in relation
to its  total  stockholders'  equity.  As of July  31,  1997,  the  Company  had
outstanding   long-term   indebtedness   (including  current   installments)  of
approximately $1.2 billion. In addition, Sinclair Capital, a subsidiary trust of
the Company (the "Trust"),  had issued and  outstanding  $200 million  aggregate
liquidation amount of 115/8% High Yield Trust Offered Preferred  Securities (the
"Preferred   Securities"),   which  are  ultimately  backed  by  $206.2  million
liquidation  amount of Series C Preferred  Stock, par value $.01, of the Company
(the  "Series C Preferred  Stock")  each of which must be redeemed in 2009.  The
Company may borrow  additional  amounts under a bank credit facility governed by
an Amended and Restated Credit Agreement dated as of May 20, 1997 with The Chase
Manhattan  Bank,  as agent  (as  amended  from time to time,  the  "Bank  Credit
Agreement"),  of which $633.7  million was  outstanding  as of July 31, 1997 and
expects to do so to finance its pending acquisition (the "Heritage Acquisition")
of  assets  from  certain  subsidiaries  of  Heritage  Media  Corporation,  Inc.
(collectively, "Heritage"). The Company also had outstanding 1,106,608 shares of
Series B Convertible Preferred Stock with an aggregate liquidation preference of
$110.7  million as of July 31, 1997.  The Company also has  significant  program
contracts payable and commitments for future programming.  Moreover,  subject to
the  restrictions  contained in its debt  instruments and preferred  stock,  the
Company may incur  additional debt and issue  additional  preferred stock in the
future.

     The Company and its Subsidiaries have and will continue to have significant
payment  obligations  relating  to the Bank  Credit  Agreement,  the 10%  Senior
Subordinated  Notes due 2003 (the "1993  Notes"),  the 10%  Senior  Subordinated
Notes due 2005 (the "1995  Notes"),  the 9% Senior  Subordinated  Notes due 2007
(the "1997  Notes," and,  together  with the 1993 Notes and the 1995 Notes,  the
"Existing Notes"), and the Preferred Securities, and a significant amount of the
Company's cash flow will be required to service these obligations.  In addition,
the  Company  may be  required  to pay  dividends  on the  Series B  Convertible
Preferred Stock in certain  circumstances.  See "Description of Capital Stock --
Existing  Preferred  Stock." The  Company,  on a  consolidated  basis,  reported
interest  expense of $84.3 million for the year ended  December 31, 1996.  After
giving pro forma effect to  acquisitions  completed by the Company in 1996,  the
issuance  of the  Preferred  Securities  and the  issuance  of the 1997 Notes as
though each occurred on January 1, 1996, and the     


                                       3







use of the net proceeds  therefrom,  the interest  expense and Subsidiary  Trust
Minority  Interest Expense would have been $145.9 million.  The weighted average
interest  rates on the Company's  indebtedness  under the Bank Credit  Agreement
during the year ended December 31, 1996 was 8.08%.

     The $400 million  revolving credit facility  available to the Company under
the Bank Credit  Agreement  will be subject to  reductions  beginning  March 31,
2000,  and will mature on the last  business  day of December  2004.  Payment of
portions of the $600 million term loan under the Bank Credit Agreement begins on
September  30, 1997 and the term loan must be fully repaid by December 31, 2004.
The 1993 Notes mature in 2003,  the 1995 Notes mature in 2005 and the 1997 Notes
mature in 2007. The Series C Preferred Stock must be redeemed in 2009.  Required
repayment of indebtedness  of the Company  totaling  approximately  $1.2 billion
will occur at various dates through May 31, 2007.

     The Company's  current and future debt service  obligations and obligations
to make  distributions  on and to redeem  preferred  stock  could  have  adverse
consequences  to holders of the  Securities,  including the  following:  (i) the
Company's  ability to obtain  financing  for  future  working  capital  needs or
additional  acquisitions  or other  purposes may be limited;  (ii) a substantial
portion of the  Company's  cash flow from  operations  will be  dedicated to the
payment of principal and interest on its  indebtedness  and payments  related to
the Preferred Securities, thereby reducing funds available for operations; (iii)
the Company  may be  vulnerable  to changes in  interest  rates under its credit
facilities;  and (iv) the Company  may be more  vulnerable  to adverse  economic
conditions  than less  leveraged  competitors  and,  thus, may be limited in its
ability to withstand competitive pressures.  If the Company is unable to service
or refinance its indebtedness or preferred stock, it may be required to sell one
or more of its stations to reduce debt service obligations.

     The  Company  expects to be able to satisfy  its future  debt  service  and
dividend and other payment obligations and other commitments with cash flow from
operations.  However, there can be no assurance that the future cash flow of the
Company will be  sufficient to meet such  obligations  and  commitments.  If the
Company is unable to generate sufficient cash flow from operations in the future
to  service  its  indebtedness  and to meet  its  other  commitments,  it may be
required to refinance all or a portion of its existing indebtedness or to obtain
additional  financing.  There can be no assurance  that any such  refinancing or
additional  financing  could be obtained on acceptable  terms. If the Company is
unable to service or refinance its indebtedness,  it may be required to sell one
or more of its stations to reduce debt service obligations.

   
COVENANT RESTRICTIONS ON DIVIDENDS AND REDEMPTION

     Certain covenants under the Existing Indentures,  the Bank Credit Agreement
and the Articles Supplementary relating to the Series C Preferred Stock restrict
the amount of  dividends  and  redemptions  that may be declared and paid by the
Company  on its  capital  stock,  which will  include  Preferred  Stock  offered
pursuant  to  this  Prospectus  unless  otherwise  provided  in  the  applicable
Prospectus  Supplement.  Although the Company presently believes it will be able
to pay dividends on any Preferred Stock offered hereunder as required, there can
be no assurance that the Company will be permitted  under such  restrictions  to
declare  dividends  throughout the term of the Preferred  Stock. The Company may
make  other  restricted  payments  or  the  Company's   consolidated   operating
performance  may decline,  either of which could limit the Company's  ability to
declare  dividends.  In addition,  under the terms of the Bank Credit Agreement,
the  Company  may not be able to pay full  cash  dividends  on  Preferred  Stock
throughout  the  term  of  any  Preferred   Stock  unless  the  Company's  Total
Indebtedness  Ratio (as defined in the Bank Credit Agreement)  improves from the
Company's pro forma 1996 Total Indebtedness Ratio. The Company must also satisfy
other financial covenants to pay cash dividends under the Bank Credit Agreement.
    

RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS

   
     The indentures  relating to the Existing Notes (the "Existing  Indentures")
and  the  Articles  Supplementary  relating  to the  Series  C  Preferred  Stock
restrict, among other things, the Company's and its Subsidiaries' (as defined in
the Existing Indentures) ability to (i) incur additional indebtedness,  (ii) pay
dividends,  make certain other restricted  payments or consummate  certain asset
sales, (iii) enter into     


                                       4







certain   transactions  with  affiliates,   (iv)  incur   indebtedness  that  is
subordinate in priority and in right of payment to any senior debt and senior in
right of payment to the Existing Notes,  (v) merge or consolidate with any other
person, or (vi) sell, assign,  transfer,  lease, convey, or otherwise dispose of
all or  substantially  all of the assets of the Company.  In addition,  the Bank
Credit  Agreement  contains  certain  other  and  more  restrictive   covenants,
including  restrictions  on  redemption  of capital  stock,  a limitation on the
aggregate  size of future  acquisitions  undertaken  without lender  consent,  a
requirement that certain conditions be satisfied prior to consummation of future
acquisitions,  and a limitation on the amount of capital expenditures  permitted
by the Company in future years without lender consent. The Bank Credit Agreement
also requires the Company to maintain  specific  financial ratios and to satisfy
certain  financial  condition  tests. In addition,  any Debt Securities may have
other and more  restrictive  covenants.  The  Company's  ability  to meet  these
financial ratios and financial  condition tests can be affected by events beyond
its  control,  and there can be no  assurance  that the Company  will meet those
tests.  The breach of any of these covenants could result in a default under the
Bank Credit Agreement and/or the Existing Indentures and/or Debt Securities.  In
the event of a default under the Bank Credit Agreement,  the Existing Indentures
or any Debt  Securities,  the lenders and the noteholders  could seek to declare
all amounts  outstanding under the Bank Credit Agreement,  the Existing Notes or
any  Debt  Securities,   together  with  accrued  and  unpaid  interest,  to  be
immediately due and payable.  If the Company were unable to repay those amounts,
the lenders under the Bank Credit Agreement could proceed against the collateral
granted to them to secure that indebtedness.  If the indebtedness under the Bank
Credit  Agreement or the Existing Notes were to be accelerated,  there can be no
assurance  that the assets of the Company  would be  sufficient to repay in full
that  indebtedness  and the other  indebtedness  of the Company  including  Debt
Securities.  Substantially all of the assets of the Company and its Subsidiaries
(other than the assets of KDSM,  Inc.  which  ultimately  back up the  Preferred
Securities)  are  pledged  as  security  under the Bank  Credit  Agreement.  The
Subsidiaries  (with the exception of Cresap  Enterprises,  Inc.,  KDSM, Inc. and
KDSM  Licensee,  Inc.) also  guarantee  the  indebtedness  under the Bank Credit
Agreement and the Existing Indentures.

     In addition to a pledge of  substantially  all of the assets of the Company
and its Subsidiaries,  the Company's obligations under the Bank Credit Agreement
are secured by mortgages on certain real property assets of certain  non-Company
entities (the  "Stockholder  Affiliates")  owned and controlled by the Company's
current  majority  stockholders  (David D. Smith,  Frederick G. Smith, J. Duncan
Smith and  Robert  E.  Smith,  collectively,  the  "Controlling  Stockholders"),
including  Cunningham   Communications,   Inc.  ("CCI"),   Gerstell  Development
Corporation  ("Gerstell"),  Gerstell Development Limited Partnership  ("Gerstell
LP") and Keyser Investment  Group, Inc. ("KIG").  If the Company were to seek to
replace the Bank Credit Agreement,  there can be no assurance that the assets of
these Stockholder  Affiliates would be available to provide additional  security
under a new credit  agreement,  or that a new credit agreement could be arranged
on terms as favorable as the terms of the Bank Credit Agreement without a pledge
of such Stockholder Affiliates' assets.

   
SUBORDINATION  OF  THE  SUBORDINATED DEBT SECURITIES AND THE RELATED GUARANTEES;
   ASSET ENCUMBRANCES
    

     The  payment  of  principal  of,  premium,  if  any,  and  interest  on the
Subordinated  Debt  Securities will be subordinated to the prior payment in full
of Senior  Debt (as  defined in the  applicable  Prospectus  Supplement)  of the
Company,   which,  unless  specified  otherwise  in  the  applicable  Prospectus
Supplement,  will include,  among other things,  all indebtedness under the Bank
Credit Agreement  including  obligations under interest rate agreements  related
thereto (the "Bank Interest Rate  Agreements").  Therefore,  in the event of the
liquidation,  dissolution,  reorganization,  or any similar proceeding regarding
the Company,  the assets of the Company will be available to pay  obligations on
the Subordinated Debt Securities only after Senior Debt has been paid in full in
cash or cash  equivalents  or in any other  form  acceptable  to the  holders of
Senior Debt, and there may not be sufficient assets to pay amounts due on all or
any of the Subordinated  Debt Securities.  In addition,  the Company may not pay
principal of, premium, if any, interest on or any other amounts owing in respect
of the  Subordinated  Debt  Securities,  make any deposit pursuant to defeasance
provisions  or  purchase,  redeem or  otherwise  retire  the  Subordinated  Debt
Securities,  if any Designated Senior Debt (as defined in the indenture relating
to  Subordinated  Debt  Securities) is not paid when due or any other default on
Designated Senior Debt


                                       5







occurs and the maturity of such  indebtedness  is accelerated in accordance with
its terms  unless,  in either case,  such default has been cured or waived,  any
such  acceleration  has been rescinded or such  indebtedness  has been repaid in
full. Moreover,  under certain circumstances,  if any non-payment default exists
with respect to Designated Senior Debt, the Company may not make any payments on
the  Subordinated  Debt Securities for a specified time,  unless such default is
cured or waived,  any  acceleration of such  indebtedness  has been rescinded or
such  indebtedness  has been repaid in full.  See  "Description  of the Notes --
Subordination."   Unless  otherwise  specified  in  the  applicable   Prospectus
Supplement,  the Company's  and the  Subsidiaries'  ability to incur  additional
indebtedness  will  also be  restricted  under  the  indenture  relating  to the
Subordinated Debt Securities.

     If Subordinated Debt Securities are guaranteed (the "Guarantees") by all or
some  of  the  Company's  Subsidiaries  (the  "Guarantors"),   unless  otherwise
specified  in  the  applicable  Prospectus  Supplement,  the  Guarantees  by the
Guarantors  will be  subordinated  in right of payment to the  guarantees by the
Guarantors  of  the  Company's  obligations  under  the  Bank  Credit  Agreement
including,  but not  limited to the  obligations  under any Bank  Interest  Rate
Agreement related thereto.

     Unless otherwise  specified in the applicable  Prospectus  Supplement,  the
Debt  Securities  will  not be  secured  by any of  the  Company's  assets.  The
obligations of the Company under the Bank Credit  Agreement  including,  but not
limited to any Bank Interest Rate Agreement, however, are secured, to the extent
permitted by law, by a first priority  security interest in substantially all of
the  Company's  assets,  including  the assets of the  substantially  all of the
Company's Subsidiaries.  Moreover, the Company's obligations under certain other
indebtedness  (the "Founders'  Notes") are secured on a second priority basis by
substantially all of the Company's assets, including the assets of substantially
all of the  Company's  Subsidiaries.  If the  Company  becomes  insolvent  or is
liquidated,  or if payment  under the Bank Credit  Agreement,  any Bank Interest
Rate Agreement or the Founders' Notes is accelerated, the lenders under the Bank
Credit  Agreement,  any Bank  Interest  Rate  Agreement  or the  holders  of the
Founders'  Notes  would be  entitled to exercise  the  remedies  available  to a
secured lender under  applicable law and pursuant to instruments  governing such
indebtedness. Accordingly, such lenders will have a prior claim on the Company's
assets.  In any such event,  because the Debt  Securities will not be secured by
any of the  Company's  assets,  it is  possible  that  there  would be no assets
remaining  from  which  claims of the  holders of the Debt  Securities  could be
satisfied or, if any such assets remained,  such assets might be insufficient to
satisfy  such  claims  fully.  See  "Description  of the  Debt  Securities"  and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations -- Liquidity and Capital  Resources,"  and Notes to the  Consolidated
Financial Statements in the filings incorporated by reference herein.

DEPENDENCE UPON OPERATIONS OF SUBSIDIARIES; POSSIBLE INVALIDITY OF GUARANTEES

     The Debt Securities  will be the obligations of the Company.  Substantially
all  of the  Company's  operating  assets  are  held  by  its  Subsidiaries  and
substantially all of its income before provision or benefit for income taxes was
derived from operations of its Subsidiaries. Therefore, the Company's ability to
make interest and principal  payments when due to holders of the Debt Securities
is  dependent,   in  part,  upon  the  receipt  of  sufficient  funds  from  its
Subsidiaries.

     To the extent that a court were to find that: (i) any Guarantee of the Debt
Securities was incurred by a Guarantor  with intent to hinder,  delay or defraud
any present or future creditor or the Guarantor  contemplated  insolvency with a
design to prefer one or more  creditors to the  exclusion in whole or in part of
others; or (ii) such Guarantor did not receive fair  consideration or reasonably
equivalent  value  for  issuing  its  Guarantee  and  such  Guarantor:  (a)  was
insolvent;  (b)  was  rendered  insolvent  by  reason  of the  issuance  of such
Guarantee;  (c) was engaged or about to engage in a business or transaction  for
which the remaining  assets of such  Guarantor  constituted  unreasonably  small
capital to carry on its business;  or (d) intended to incur, or believed that it
would  incur,  debts beyond its ability to pay such debts as they  matured,  the
court could avoid or  subordinate  such  Guarantee  in favor of the  Guarantor's
other  creditors.  Among other  things,  a legal  challenge  of a  Guarantee  on
fraudulent conveyance grounds may focus on the benefits, if any, realized by the
Guarantor as a result of the issuance by the Company of the Debt Securities.  To
the extent any Guarantee were to be avoided as a fraudulent conveyance or


                                       6







held  unenforceable  for any other reason,  holders of the Debt Securities would
cease to have any claim in  respect  of such  Guarantor  and would be  creditors
solely of the Company and any Guarantor  whose Guarantee was not avoided or held
unenforceable.  In such event,  the claims of the holders of the Debt Securities
against the issuer of an invalid Guarantee would be subject to the prior payment
of all  liabilities of such  Guarantor.  There can be no assurance  that,  after
providing for all prior claims,  there would be sufficient assets to satisfy the
claims of the holders of the Debt Securities relating to any voided Guarantee.

POTENTIAL RELEASE OF GUARANTEES

     Unless  otherwise  provided in the applicable  Prospectus  Supplement,  any
Guarantee of a Guarantor, if granted, may be released at any time upon any sale,
exchange  or  transfer  by the  Company  of  the  stock  of  such  Guarantor  or
substantially  all the  assets  of such  Guarantor  to a  non-affiliate.  Unless
otherwise  provided  in  the  applicable   Prospectus   Supplement,   under  the
Indentures,  the net  cash  proceeds  of any  Asset  Sale (as  defined)  will be
required to be applied to the repayment of any Senior Debt or to the purchase of
properties and assets for use in the Company's  businesses  existing on the date
of the Indenture or reasonably related thereto. Unless otherwise provided in the
applicable  Prospectus  Supplement,  any  Guarantee  of  any  of  the  Company's
subsidiaries  may also be  released  at such time as such  subsidiary  no longer
guarantees any other debt of the Company.

CONFLICTS OF INTEREST

     In addition to their respective  interests in the Company,  the Controlling
Stockholders have interests in various  non-Company  entities which are involved
in businesses related to the business of the Company,  including,  among others,
the operation of a television station in St. Petersburg,  Florida since 1991 and
a television  station in  Bloomington,  Indiana  since 1990.  In  addition,  the
Company  leases  certain real property and tower space from and engages in other
transactions  with the  Stockholder  Affiliates,  which  are  controlled  by the
Controlling  Stockholders.  Although the Controlling Stockholders have agreed to
divest interests in the Bloomington  station that are attributable to them under
applicable FCC  regulations,  the Controlling  Stockholders  and the Stockholder
Affiliates  may  continue  to engage  in the  operation  of the St.  Petersburg,
Florida station and other already existing businesses.  However,  under Maryland
law,  generally  a  corporate  insider is  precluded  from  acting on a business
opportunity in his or her individual  capacity if that  opportunity is one which
the  corporation  is  financially  able  to  undertake,  is in the  line  of the
corporation's business and of practical advantage to the corporation, and is one
in which the corporation has an interest or reasonable expectancy.  Accordingly,
the  Controlling  Stockholders  generally are required to engage in new business
opportunities  of the Company only through the Company  unless a majority of the
Company's  disinterested  directors decide under the standards  discussed above,
that  it  is  not  in  the  best   interests  of  the  Company  to  pursue  such
opportunities.  Non-Company  activities of the Controlling  Stockholders such as
those described  above could,  however,  present  conflicts of interest with the
Company in the  allocation of management  time and resources of the  Controlling
Stockholders,  a  substantial  majority  of which is  currently  devoted  to the
business of the Company.

   
     In addition,  there have been and will be transactions  between the Company
and Glencairn Ltd. (with its subsidiaries,  "Glencairn"), a corporation in which
relatives of the  Controlling  Stockholders  beneficially  own a majority of the
equity  interests.  Glencairn  is the  owner-operator  and  licensee  of WRDC in
Raleigh/Durham,  WVTV in Milwaukee, WNUV in Baltimore, WABM in Birmingham,  KRRT
in San Antonio,  and WFBC in  Asheville/Greenville/Spartanburg,  South Carolina.
The Company  has also agreed to sell the assets  essential  for  broadcasting  a
television signal in compliance with regulatory  guidelines  ("License  Assets")
relating to WTTE in Columbus,  Ohio to  Glencairn  and to enter into an LMA with
Glencairn  pursuant to which the Company will provide  programming  services for
this station  after the  acquisition  of the License  Assets by  Glencairn.  See
"Business of Sinclair -- Broadcasting  Acquisition  Strategy" in Sinclair's Form
8-K dated June 27, 1997, which is incorporated by reference herein.  The FCC has
approved this transaction. However, the Company does not expect this transfer to
occur unless the Company acquires the assets of WSYX in Columbus, Ohio.
    

     Two persons who are  expected to become  directors  of the  Company,  Barry
Baker (who is also  expected to become an executive  officer of the Company) and
Roy F.  Coppedge,  III,  have  direct  and  indirect  interests  in  River  City
Broadcasting,  L.P.  ("River City"),  from which the Company  purchased  certain
assets in 1996


                                       7





   
(the "River City Acquisition").  In addition,  in connection with the River City
Acquisition,  the Company has entered into various ongoing agreements with River
City,  including options to acquire assets that were not acquired at the time of
the initial closing of the River City Acquisition, and LMAs relating to stations
for  which  River  City  continues  to own  License  Assets.  See  "Business  --
Broadcasting  Acquisition  Strategy" in Sinclair's Form 8-K dated June 27, 1997,
which is incorporated by reference herein.  Messrs.  Baker and Coppedge were not
officers or directors of the Company at the time these  agreements  were entered
into, but, upon their expected election to the Board of Directors of the Company
and upon  Mr.  Baker's  expected  appointment  as an  executive  officer  of the
Company,  they may have  conflicts of interest with respect to issues that arise
under any continuing agreements and any other agreements with River City.

     The  Bank  Credit  Agreement,  the  Existing  Indentures  and the  Articles
Supplementary  relating to the Series C Preferred  Stock  provide  (and the Debt
Securities may provide) that transactions between the Company and its affiliates
must be no less  favorable to the Company than would be available in  comparable
transactions in arm's-length  dealings with an unrelated third party.  Moreover,
the Existing  Indentures  provide (and the Debt Securities may provide) that any
such transactions involving aggregate payments in excess of $1.0 million must be
approved by a majority of the members of the Board of  Directors  of the Company
and the  Company's  independent  directors  (or,  in the event there is only one
independent  director,  by  such  director),  and,  in  the  case  of  any  such
transactions involving aggregate payments in excess of $5.0 million, the Company
is required to obtain an opinion as to the  fairness of the  transaction  to the
Company  from a  financial  point of view  issued by an  investment  banking  or
appraisal firm of national standing.     

VOTING RIGHTS; CONTROL BY CONTROLLING STOCKHOLDERS;
POTENTIAL ANTI-TAKEOVER EFFECT OF DISPROPORTIONATE VOTING RIGHTS

   
     The  Company's  Common Stock has been  divided into two classes,  each with
different voting rights.  The Class A Common Stock entitles a holder to one vote
per share on all matters  submitted to a vote of the  stockholders,  whereas the
Class B Common Stock,  100% of which is  beneficially  owned by the  Controlling
Stockholders,  entitles  a holder to ten  votes per  share,  except  for  "going
private" and certain other  transactions for which the holder is entitled to one
vote per  share.  The Class A Common  Stock,  the  Class B Common  Stock and the
Series B Preferred  Stock vote  together as a single class  (except as otherwise
may  be  required  by  Maryland  law)  on all  matters  submitted  to a vote  of
stockholders, with each share of Series B Preferred Stock entitled to 3.64 votes
on all such  matters.  Holders of Class B Common  Stock may at any time  convert
their  shares into the same number of shares of Class A Common Stock and holders
of Series B  Convertible  Preferred  Stock may at any time convert each share of
Series B Convertible Preferred Stock into 3.64 Shares of Class A Common Stock.

     The  Controlling  Stockholders  own  in  the  aggregate  over  60%  of  the
outstanding voting capital stock (including the Series B Preferred Stock) of the
Company and control over 90% of all voting rights  associated with the Company's
capital stock. As a result,  any three of the Controlling  Stockholders  will be
able to elect a majority  of the members of the Board of  Directors  of Sinclair
and,  thus,  will have the ability to maintain  control over the  operations and
business of the Company.

     The Controlling  Stockholders  have entered into a stockholders'  agreement
(the "Stockholders' Agreement") pursuant to which they have agreed, for a period
ending in 2005, to vote for each other as  candidates  for election to the board
of directors.  In addition,  in connection with the River City Acquisition,  the
Controlling  Stockholders  and  Barry  Baker  and  Boston  Ventures  IV  Limited
Partnership and Boston Ventures IVA Limited Partnership  (collectively,  "Boston
Ventures")  have  entered  into a  voting  agreement  (the  "Voting  Agreement")
pursuant to which the Controlling  Stockholders  have agreed to vote in favor of
certain specified matters including,  but not limited to, the appointment of Mr.
Baker and Mr. Coppedge (or another designee of Boston Ventures) to the Company's
Board of Directors at such time as they are allowed to become directors pursuant
to  Federal  Communications  Commission  ("FCC")  rules.  Mr.  Baker and  Boston
Ventures,  in turn, have agreed to vote in favor of the reappointment of each of
the Controlling  Stockholders  to the Company's  board of directors.  The Voting
Agreement will remain in effect with respect to Mr. Baker for as long as he is a
director of the Company and will remain in effect with  respect to Mr.  Coppedge
(or  another  designee of Boston  Ventures)  until the first to occur of (a) the
later of (i) May 31, 2001 and (ii) the expiration of the initial  five-year term
of Mr. Baker's     


                                       8







   
employment  agreement  and (b) such  time as  Boston  Ventures  no  longer  owns
directly  or  indirectly  through its  interest  in River City at least  721,115
shares  of Class A Common  Stock  (including  shares  that  may be  obtained  on
conversion  of the Series B Preferred  Stock).  See  "Management  --  Employment
Agreements"  in Sinclair's  Annual Report on Form 10-K (as amended) for the year
ended December 31, 1996 (the "1996 10-K") incorporated herein by reference.

     The disproportionate  voting rights of the Class B Common Stock relative to
the  Class  A  Common  Stock  and the  Stockholders'  Agreement  and the  Voting
Agreement may make the Company a less  attractive  target for a takeover than it
otherwise  might be or render more  difficult or  discourage a merger  proposal,
tender offer or other  transaction  involving  an actual or potential  change of
control  of the  Company.  In  addition,  the  Company  has the  right  to issue
additional  shares of  preferred  stock the  terms of which  could  make it more
difficult  for a third  party to acquire a majority  of the  outstanding  voting
stock of the Company and accordingly may be used as an anti-takeover device.
    


DEPENDENCE UPON KEY PERSONNEL; EMPLOYMENT AGREEMENTS WITH KEY PERSONNEL

     The Company  believes that its success will  continue to be dependent  upon
its  ability  to  attract  and  retain  skilled  managers  and other  personnel,
including its present officers,  regional  directors and general  managers.  The
loss of the services of any of the present  officers,  especially  its President
and Chief Executive Officer,  David D. Smith, or Barry Baker, who is currently a
consultant  to the  Company  and is  expected  to  become  President  and  Chief
Executive Officer of Sinclair Communications, Inc. (a wholly owned subsidiary of
the Company that holds all of the broadcast  operations  of the Company,  "SCI")
and  Executive  Vice  President  and a  director  of  the  Company  as  soon  as
permissible  under  FCC  rules,  may  have  a  material  adverse  effect  on the
operations of the Company. Each of the Controlling Stockholders has entered into
an employment  agreement  with the Company,  each of which  terminates  June 12,
1998,  unless renewed for an additional one year period  according to its terms,
and Barry Baker has entered into an  employment  agreement  that  terminates  in
2001. See "Management--Employment  Agreements" in the 1996 10-K. The Company has
key-man  life  insurance  for Mr.  Baker,  but does not  currently  maintain key
personnel life insurance on any of its executive officers.

   
     Mr.  Baker  is  Chief  Executive  Officer  of  River  City  and  devotes  a
substantial  amount of his  business  time and energies to those  services.  Mr.
Baker cannot be  appointed  as an  executive  officer or director of the Company
until  such time as (i)  either the  Controlling  Stockholders  dispose of their
attributable  interests  (as defined by  applicable  FCC rules) in a  television
station  in the  Indianapolis  DMA or Mr.  Baker no longer  has an  attributable
interest in WTTV or WTTK in  Indianapolis;  and (ii) either the Company disposes
of its  attributable  interest in WTTE in Columbus or Mr. Baker no longer has an
attributable interest in WSYX in Columbus.  There can be no assurance as to when
or whether  these  events  will  occur.  The  failure  of Mr.  Baker to become a
director  and officer of the Company on or before  August 31, 1997 may allow Mr.
Baker to  terminate  his  employment  agreement.  The  Company  has no reason to
believe Mr. Baker will terminate his employment  agreement in such event. If Mr.
Baker's   employment   agreement   is   terminated   under   certain   specified
circumstances,  Mr.  Baker will have the right to  purchase  from the Company at
fair market value either (i) the  Company's  broadcast  operations in either the
St. Louis market or the  Asheville/Greenville/Spartanburg  market or (ii) all of
the Company's radio operations, either of which may also have a material adverse
effect on the operations of the Company.     


RECENT RAPID GROWTH; ABILITY TO MANAGE GROWTH; FUTURE ACCESS TO CAPITAL

   
     Since  the  beginning  of 1992,  the  Company  has  experienced  rapid  and
substantial  growth  primarily  through  acquisitions and the development of LMA
arrangements. In 1996 and 1997, the Company completed the River City Acquisition
and other acquisitions,  which increased the number of television stations owned
or provided  programming services by the Company from 13 to 29 and increased the
number of radio  stations  owned or provided  programming or sales services from
none to 27  radio  stations.  In  addition,  the  Company  has  entered  into an
agreement  to acquire  four  television  and 24 radio  stations and the right to
provide  programming  services to two television stations in connection with the
Heritage Acquisition. There can be no assurance that the Company will be able to
continue to locate and complete acquisitions on the     


                                       9







scale of the River City Acquisition,  the Heritage Acquisition or in general. In
addition,  acquisitions  in the  television  and radio  industry have come under
increased  scrutiny  from  the  Department  of  Justice  and the  Federal  Trade
Commission.  See "Business of  Sinclair--Federal  Regulation  of Television  and
Radio  Broadcasting"  in  Sinclair's  Form 8-K  dated  June 27,  1997,  which is
incorporated by reference  herein.  Accordingly,  there is no assurance that the
Company  will be able to maintain  its rate of growth or that the  Company  will
continue  to  be  able  to  integrate  and  successfully  manage  such  expanded
operations, including those to be acquired in the Heritage Acquisition. Inherent
in any  acquisitions  are certain  risks such as  increasing  leverage  and debt
service  requirements and combining  company cultures and facilities which could
have a material adverse effect on the Company's operating results,  particularly
during the period immediately  following such  acquisitions.  Additional debt or
capital may be required in order to complete future acquisitions,  and there can
be no assurance  the Company will be able to obtain such  financing or raise the
required capital.


DEPENDENCE  ON  ADVERTISING  REVENUES;  EFFECT  OF  LOCAL, REGIONAL AND NATIONAL
ECONOMIC CONDITIONS

     The  Company's  operating  results are primarily  dependent on  advertising
revenues which, in turn, depend on national and local economic  conditions,  the
relative   popularity   of   the   Company's   programming,    the   demographic
characteristics  of the Company's  markets,  the activities of  competitors  and
other factors which are outside the Company's  control.  Both the television and
radio  industries  are cyclical in nature,  and the Company's  revenues could be
adversely  affected  by  a  future  local,  regional  or  national  recessionary
environment.


RELIANCE ON TELEVISION PROGRAMMING


     One  of  the  Company's  most  significant  operating  cost  components  is
television  programming.  There can be no assurance that the Company will not be
exposed  in the  future to  increased  programming  costs  which may  materially
adversely affect the Company's operating results. Acquisitions of program rights
are  usually  made two or three  years in  advance  and may  require  multi-year
commitments,  making it  difficult  to  accurately  predict  how a program  will
perform.  In some  instances,  programs must be replaced before their costs have
been fully amortized,  resulting in write-offs that increase  station  operating
costs.


CERTAIN NETWORK AFFILIATION AGREEMENTS


     All  but one of the  television  stations  owned  or  provided  programming
services by the Company are  affiliated  with a network.  Under the  affiliation
agreements,  the networks  possess,  under certain  circumstances,  the right to
terminate the agreement on prior written notice generally ranging between 15 and
45 days,  depending on the  agreement.  Ten of the stations  currently  owned or
programmed  by the Company are  affiliated  with Fox and 39.0% of the  Company's
revenue in 1996 on a pro forma  basis  (without  giving  effect to the  Heritage
Acquisition)  was from Fox  affiliated  stations.  WVTV,  a station to which the
Company provides  programming  services in Milwaukee,  Wisconsin  pursuant to an
LMA,  WTTO, a station owned by the Company in Birmingham,  Alabama,  and WDBB, a
station  to which the  Company  provides  programming  services  in  Tuscaloosa,
Alabama  pursuant to an LMA, each of which was previously  affiliated  with Fox,
had their  affiliation  agreements  with Fox terminated by Fox in December 1994,
September  1996  and  September  1996,  respectively.  WVTV  and  WTTO  are  now
affiliates of The WB Television  Network  ("WB").  In addition,  the Company has
been notified by Fox of Fox's intention to terminate WLFL's affiliation with Fox
in the  Raleigh-Durham  market and WTVZ's  affiliation  with Fox in the  Norfolk
market, effective August 31, 1998, and the Company has entered into an agreement
with WB for those stations to become  affiliated with WB at that time. On August
20, 1996,  the Company  entered into an agreement with Fox limiting Fox's rights
to terminate the Company's affiliation agreements with Fox in other markets, but
there can be no assurance  that the Fox  affiliation  agreements  will remain in
place or that Fox will continue to provide programming to affiliates on the same
basis that currently exists. See "Business of Sinclair--Television Broadcasting"
in Sinclair's  Form 8-K dated June 27, 1997,  which is incorporated by reference
herein.  The Company's UPN  affiliation  agreements  expire in January 1998. The
non-renewal or termination of  affiliations  with Fox or any other network could
have a material adverse effect on the Company's operations.


                                       10







   
     Each of the affiliation agreements relating to television stations involved
in the River City  Acquisition  (other than River City's ABC and Fox affiliates)
became  terminable  by the network  upon  transfer of the License  Assets of the
stations.  These stations are continuing to operate as network  affiliates,  but
there can be no assurance that the affiliation agreements will be continued,  or
that  they  will  be  continued  on  terms  favorable  to  the  Company.  If any
affiliation  agreements are terminated,  the affected  station could lose market
share, may have difficulty  obtaining  alternative  programming at an acceptable
cost, and may otherwise be adversely affected.
    

     Twelve stations owned or programmed by the Company are affiliated with UPN,
a network  that  began  broadcasting  in January  1995.  Two  stations  owned or
programmed  by the Company are  operated as  affiliates  with WB, a network that
began  broadcasting in January 1995, and,  pursuant to an agreement  between the
Company  and WB,  certain of the  Company's  stations  affiliated  with UPN will
become  affiliated  with WB when their  current  affiliations  expire in January
1998.  There  can  be no  assurance  as to  the  future  success  of  UPN  or WB
programming  or as to the  continued  operation  of the UPN or WB  networks.  In
connection  with the change of affiliation of certain of the Company's  stations
from UPN to WB, UPN has filed an action in Los Angeles  Superior  Court  against
the Company,  seeking  declaratory  relief and specific  performance  or, in the
alternative,  unspecified  damages and alleging that neither the Company nor its
affiliates  provided  proper notice of their intention not to extend the current
UPN affiliations  beyond January 15, 1998.  Certain  subsidiaries of the Company
have filed an action in the Circuit Court for Baltimore City seeking declaratory
relief that their notice was effective to terminate the  affiliations on January
15, 1998. There can be no assurance that the Company and its  subsidiaries  will
prevail  in these  proceedings  or that the  outcome  of these  proceedings,  if
adverse to the Company and its  subsidiaries,  will not have a material  adverse
effect on the Company.


COMPETITION

     The television and radio  industries  are highly  competitive.  Some of the
stations and other  businesses  with which the  Company's  stations  compete are
subsidiaries  of large,  national or regional  companies  that may have  greater
resources  than  the  Company.   Technological   innovation  and  the  resulting
proliferation of programming  alternatives,  such as cable television,  wireless
cable, in home satellite-to-home  distribution  services,  pay-per-view and home
video and entertainment systems have fractionalized television viewing audiences
and have subjected free over-the-air  television broadcast stations to new types
of competition.  The radio broadcasting  industry is also subject to competition
from new media technologies that are being developed or introduced,  such as the
delivery of audio  programming by cable television  systems and by digital audio
broadcasting  ("DAB").  In April 1997, the FCC awarded two licenses for DAB. DAB
may  provide a medium for the  delivery by  satellite  or  terrestrial  means of
multiple new audio programming formats to local and national audiences.

     The  Company's  stations  face  strong  competition  for  market  share and
advertising   revenues  in  their  respective  markets  from  other  local  free
over-the-air  radio and  television  broadcast  stations,  cable  television and
over-the-air  wireless cable  television as well as newspapers,  periodicals and
other  entertainment  media.  Some competitors are part of larger companies with
greater resources than the Company. In addition, the FCC has adopted rules which
permit   telephone   companies  to  provide   video   services  to  homes  on  a
common-carrier   basis  without   owning  or   controlling   the  product  being
distributed,  and proposed legislation could relax or repeal the telephone-cable
cross-ownership    prohibition    for   all    systems.    See    "Business   of
Sinclair--Competition"  in  Sinclair's  Form 8-K dated June 27,  1997,  which is
incorporated by reference herein.

     In February 1996, the  Telecommunications  Act of 1996 (the "1996 Act") was
adopted by the  Congress of the United  States and signed into law by  President
Clinton.  The 1996 Act contains a number of sweeping  reforms that are having an
impact on  broadcasters,  including  the  Company.  While  creating  substantial
opportunities for the Company, the increased  regulatory  flexibility imposed by
the 1996 Act and the  removal of previous  station  ownership  limitations  have
sharply increased the competition for and prices of stations.  The 1996 Act also
frees  telephone  companies,  cable  companies  and  others  from  some  of  the
restrictions  which  have  previously  precluded  them from  involvement  in the
provision  of video  services.  The 1996 Act may also have other  effects on the
competition  the  Company  faces,  either  in  individual  markets  or in making
acquisitions.


                                       11







IMPACT OF NEW TECHNOLOGIES

     The FCC has taken a number of steps to implement digital television ("DTV")
broadcasting  service in the United States.  In December 1996, the FCC adopted a
DTV broadcast  standard and, in April 1997,  made  decisions in several  pending
rulemaking  proceedings that establish service rules and a plan for implementing
DTV. The FCC adopted a DTV Table of  Allotments  that  provides  all  authorized
television  stations  with a second  channel on which to broadcast a DTV signal.
The FCC has  attempted  to provide DTV  coverage  areas that are  comparable  to
stations'  existing service areas.  The FCC has ruled that television  broadcast
licensees may use their digital  channels for a wide variety of services such as
high-definition television, multiple standard definition television programming,
audio, data, and other types of communications,  subject to the requirement that
each broadcaster provide at least one free video channel equal in quality to the
current technical standard.

   
     Initially,  DTV  channels  will be  located in the range of  channels  from
channel 2 through  channel 51. The FCC is requiring that affiliates of ABC, CBS,
Fox and NBC in the top 10 television  markets begin digital  broadcasting by May
1, 1999 (the stations  affiliated with these networks in the top 10 markets have
voluntarily  committed to begin digital broadcasting within 18 months), and that
affiliates of these networks in markets 11 through 30 begin digital broadcasting
by November 1999.  The FCC's plan calls for the DTV transition  period to end in
the year  2006,  at which time the FCC  expects  that (i) DTV  channels  will be
clustered either in the range of channels 2 through 46 or channels 7 through 51;
and  (ii)  television  broadcasters  will  have  ceased  broadcasting  on  their
non-digital  channels,  allowing that spectrum to be recovered by the government
for other  uses.  Under the  Balanced  Budget Act  recently  signed  into law by
President  Clinton,  however,  the FCC is  authorized to extend the December 31,
2006 deadline for reclamation of a television station's  non-digital channel if,
in any given case: (a) one or more  television  stations  affiliated with one of
the four major networks in a market are not  broadcasting  digitally and the FCC
determines  that  the  station(s)  has  (have)   "exercised  due  diligence"  in
attempting  to  convert  to  digital  broadcasting;  (b)  less  than  85% of the
television  households in the station's market subscribe to a multichannel video
service (cable, wireless cable or direct-to-home broadcast satellite television)
that  carries at least one digital  channel  from each of the local  stations in
that market; or (c) less than 85% of the television  households in the station's
market can receive digital signals off the air using either a set-top  converted
box for an analog  television set or a new digital  television set. The Balanced
Budget Act also directs the FCC to auction the non-digital channels by September
30, 2002 even though they are not to be  reclaimed  by the  government  until at
least  December  31,  2006.  The FCC has  stated  that it will  open a  separate
proceeding to consider the recovery of television channels 60 through 69 and how
those  frequencies  will  be used  after  they  are  eventually  recovered  from
television broadcasters.  Additionally,  the FCC will open a separate proceeding
to consider to what extent the cable must-carry  requirements  will apply to DTV
signals.     

     Implementation of digital  television will improve the technical quality of
television signals received by viewers.  Under certain  circumstances,  however,
conversion to digital operation may reduce a station's  geographic coverage area
or result in some increased interference.  The FCC's DTV allotment plan may also
result in UHF  stations  having  considerably  less signal  power  within  their
service areas than present VHF stations  that move to DTV channels.  The Company
has filed with the FCC a petition for reconsideration of the FCC's DTV allotment
plan because of its concerns  with respect to the relative DTV signal  powers of
VHF/UHF and UHF/UHF  stations.  Implementation  of digital  television will also
impose substantial  additional costs on television  stations because of the need
to replace  equipment  and because some  stations will need to operate at higher
utility  costs.  The  FCC is  also  considering  imposing  new  public  interest
requirements  on  television  licensees  in  exchange  for their  receipt of DTV
channels. The Company cannot predict what future actions the FCC might take with
respect  to DTV,  nor  can it  predict  the  effect  of the  FCC's  present  DTV
implementation plan or such future actions on the Company's business.

     Further advances in technology may also increase  competition for household
audiences  and  advertisers.   The  video   compression   techniques  now  under
development for use with current cable  television  channels or direct broadcast
satellites which do not carry local television  signals (some of which commenced
operation  in 1994) are expected to reduce the  bandwidth  which is required for
television signal transmission.  These compression techniques,  as well as other
technological developments, are applicable


                                       12







to all video delivery systems, including over-the-air broadcasting, and have the
potential to provide vastly expanded  programming to highly targeted  audiences.
Reduction in the cost of creating  additional channel capacity could lower entry
barriers  for  new  channels  and  encourage  the  development  of  increasingly
specialized "niche"  programming.  This ability to reach a very defined audience
may alter the competitive dynamics for advertising expenditures.  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.
See "Business of  Sinclair--Competition"  in Sinclair's  Form 8-K dated June 27,
1997, which is incorporated by reference herein.


GOVERNMENTAL REGULATIONS; NECESSITY OF MAINTAINING FCC LICENSES

     The  broadcasting  industry is subject to regulation by the FCC pursuant to
the  Communications  Act.  Approval  by the FCC is  required  for the  issuance,
renewal and assignment of station operating licenses and the transfer of control
of station  licensees.  In particular,  the Company's business will be dependent
upon its continuing to hold  broadcast  licenses from the FCC. While in the vast
majority  of  cases  such  licenses  are  renewed  by the FCC,  there  can be no
assurance   that  the   Company's   licenses  or  the  licenses   owned  by  the
owner-operators  of the stations with which the Company has LMAs will be renewed
at their expiration dates. A number of federal rules governing broadcasting have
changed  significantly  in  recent  years  and  additional  changes  may  occur,
particularly  with respect to the rules governing digital  television,  multiple
ownership  and  attribution.  The Company  cannot  predict the effect that these
regulatory changes may ultimately have on the Company's  operations.  Additional
information  regarding  governmental  regulation is set forth under "Business of
Sinclair--Federal Regulation of Television and Radio Broadcasting" in Sinclair's
Form 8-K dated June 27, 1997, which is incorporated by reference herein.


MULTIPLE OWNERSHIP RULES AND EFFECT ON LMAS

     On a national level, FCC rules and regulations  generally prevent an entity
or individual from having an attributable  interest in television  stations that
reach in excess of 35% of all U.S.  television  households (for purposes of this
calculation,  UHF  stations  are  credited  with  only  50%  of  the  television
households in their markets).  The Company currently reaches approximately 9% of
U.S.  television  households  using the FCC's method of calculation.  On a local
level,  the  "duopoly"  rules  prohibit  attributable  interests  in two or more
television stations with overlapping service areas. There are no national limits
on ownership of radio stations, but on a local level no entity or individual can
have an attributable  interest in more than five to eight stations (depending on
the total  number of  stations in the  market),  with no more than three to five
stations  (depending on the total allowed)  broadcasting in the same band (AM or
FM).  There are  limitations  on the extent to which  radio  programming  can be
simulcast through LMA arrangements, and LMA arrangements in radio are counted in
determining  the number of stations that a single entity may control.  FCC rules
also impose  limitations  on the ownership of a television  and radio station in
the same market,  though such cross-ownership is permitted on a limited basis in
larger markets.

     The FCC generally applies its ownership limits to "attributable"  interests
held by an individual, corporation,  partnership or other entity. In the case of
corporations  holding broadcast licenses,  the interests of officers,  directors
and those who, directly or indirectly,  have the right to vote 5% or more of the
corporation's  voting  stock  (or  10% or  more of  such  stock  in the  case of
insurance  companies,  certain  regulated  investment  companies  and bank trust
departments that are passive investors) are generally deemed to be attributable,
as are positions as an officer or director of a corporate  parent of a broadcast
licensee. The FCC has proposed changes to these attribution rules. See "Business
of  Sinclair--Federal  Regulation  of  Television  and  Radio  Broadcasting"  in
Sinclair's  Form 8-K dated June 27,  1997,  which is  incorporated  by reference
herein.

     The FCC has  initiated  rulemaking  proceedings  to consider  proposals  to
modify its television ownership restrictions, including ones that may permit the
ownership,  in some  circumstances,  of two television stations with overlapping
service areas. The FCC is also considering in these proceedings whether to adopt
restrictions  on television  LMAs.  The "duopoly"  rules  currently  prevent the
Company from acquiring the FCC licenses of television stations with which it has
LMAs in those markets where the Company owns a television


                                       13







station. In addition, if the FCC were to decide that the provider of programming
services under an LMA should be treated as the owner of the  television  station
and if it did  not  relax  the  duopoly  rules,  or if the  FCC  were  to  adopt
restrictions on LMAs without grandfathering  existing arrangements,  the Company
could be required to modify or terminate  certain of its LMAs. In such an event,
the Company could be required to pay termination  penalties under certain of its
LMAs. The 1996 Act provides that nothing therein "shall be construed to prohibit
the  origination,  continuation,  or renewal of any television  local  marketing
agreement  that  is in  compliance  with  the  regulations  of the  [FCC]."  The
legislative history of the 1996 Act reflects that this provision was intended to
grandfather  television  LMAs that were in existence  upon enactment of the 1996
Act, and to allow  television LMAs consistent with the FCC's rules subsequent to
enactment of the 1996 Act. In its pending  rulemaking  proceeding  regarding the
television  duopoly rule, the FCC has proposed to adopt a grandfathering  policy
providing that, in the event that television LMAs become attributable interests,
LMAs that are in  compliance  with  existing  FCC rules  and  policies  and were
entered  into before  November 5, 1996,  would be permitted to continue in force
until the original term of the LMA expires. Under the FCC's proposal, television
LMAs that are entered  into or renewed  after  November 5, 1996 would have to be
terminated  if LMAs  are made  attributable  interests  and the LMA in  question
resulted in a violation of the television  multiple  ownership rules. All of the
Company's  LMAs were entered into prior to November 5, 1996, but one was entered
into  after  enactment  of the 1996  Act.  See  "Business  of  Sinclair--Federal
Regulation of Television and Radio  Broadcasting"  in Sinclair's  Form 8-K dated
June 27, 1997, which is incorporated by reference  herein.  The LMA entered into
after  enactment of the 1996 Act has a term expiring May 31, 2006.  Further,  if
the FCC were to find that the  owners/licensees  of the stations  with which the
Company has LMAs failed to maintain control over their operations as required by
FCC rules and policies, the licensee of the LMA station and/or the Company could
be fined or could be set for  hearing,  the outcome of which could be a fine or,
under certain circumstances, loss of the applicable FCC license.

     A petition has been filed to deny the  application  to assign WTTV and WTTK
in the Indianapolis DMA from River City to the Company. Although the petition to
deny does not  challenge  the  assignments  of WTTV and WTTK to the Company,  it
alleges  that  station  WIIB  in  the  Indianapolis  DMA  should  be  deemed  an
attributable interest of the Controlling  Stockholders (resulting in a violation
of the FCC's local  television  ownership  restrictions  when  coupled  with the
Company's acquisition of WTTV and WTTK) even though the Controlling Stockholders
have agreed to transfer their voting stock in WIIB to a third party. The FCC, at
the Company's  request,  has withheld action on the applications for the Company
to acquire WTTV and WTTK, and for the Controlling Stockholders to transfer their
voting  stock in WIIB,  pending the outcome of the FCC's  rulemaking  proceeding
concerning the  cross-interest  policy.  The petitioner has appealed deferral of
actions on these applications.

     The  Company  is unable to predict  (i) the  ultimate  outcome of  possible
changes to the FCC's LMA and multiple  ownership  rules or the resolution of the
above-described  petition to deny or (ii) the impact such  factors may have upon
the  Company's  broadcast  operations.  As a result of regulatory  changes,  the
Company  could be  required  to  modify  or  terminate  some or all of its LMAs,
resulting in termination  penalties and/or divestitures of broadcast properties.
In addition,  the  Company's  competitive  position in certain  markets could be
materially adversely affected.  Thus, no assurance can be given that the changes
to the FCC  rules or the  resolution  of this  petition  to deny will not have a
material adverse effect upon the Company.


LMAS--RIGHTS OF PREEMPTION AND TERMINATION

     All of the Company's LMAs allow, in accordance with FCC rules,  regulations
and policies, preemptions of the Company's programming by the owner-operator and
FCC  licensee of each  station  with which the Company has an LMA. In  addition,
each LMA provides that under certain limited  circumstances  the arrangement may
be terminated by the FCC licensee.  Accordingly,  the Company  cannot be assured
that it will be able to air all of the programming expected to be aired on those
stations  with  which  it has an  LMA or  that  the  Company  will  receive  the
anticipated  advertising  revenue  from  the sale of  advertising  spots in such
programming. Although the Company believes that the terms and conditions of each
of its LMAs  should  enable the Company to air its  programming  and utilize the
programming and other  non-broadcast  license assets acquired for use on the LMA
stations,  there can be no assurance that early terminations of the arrangements
or unanticipated  preemptions of all or a significant portion of the programming
by the owner-operator and FCC licensee of such stations will not occur. An early


                                       14







termination of one of the Company's  LMAs, or repeated and material  preemptions
of programming thereunder,  could adversely affect the Company's operations.  In
addition,  the Company's LMAs expire on various dates from March 27, 2000 to May
31, 2006, unless extended or earlier terminated.  There can be no assurance that
the Company will be able to negotiate  extensions of its  arrangements  on terms
satisfactory to the Company.

     In  certain  of its LMAs,  the  Company  has  agreed to  indemnify  the FCC
licensee against certain claims (including trademark and copyright infringement,
libel  or  slander  and  claims   relating  to  certain   FCC   proceedings   or
investigations)  that may  arise  against  the FCC  licensee  as a result of the
arrangement.


NET LOSSES

   
     The Company  experienced net losses of $7.9 million and $2.7 million during
1993 and 1994,  respectively,  net  income of  $76,000 in 1995 and net income of
$1.1  million in 1996 (a net loss of $29.0  million in 1996 on a pro forma basis
reflecting  the  acquisitions  completed  by the  Company  in  1996  (the  "1996
Acquisitions"),  the issuance of the 1997 Notes and the  Preferred  Securities).
The Company  experienced a net loss of $5.8 million  during the six months ended
June 30,  1997.  The  losses  include  significant  interest  expense as well as
substantial  non-cash  expenses such as depreciation,  amortization and deferred
compensation.  Notwithstanding  the  slight  net  income in 1995 and  1996,  the
Company expects to experience net losses in the future,  principally as a result
of  interest   expense,   amortization   of  programming   and  intangibles  and
depreciation.


ABSENCE OF PUBLIC TRADING MARKET

     There may be no public  market for certain  Securities at the time of their
issuance.  The Company may or may not apply for listing of such Securities on an
exchange or for quotation on an automated  interdealer  quotation system. If the
Company does apply for such listing, there is no assurance that such application
will be granted. If the Securities are accepted for listing, no assurance can be
given as to whether an active  trading  market for the  Securities  will develop
and, if so, as to the liquidity of such trading  market.  If any active  trading
market does not develop or is not maintained, the market price of the Securities
may be adversely affected.


TRADING CHARACTERISTICS OF FIXED INCOME SECURITIES

     Securities  offered  hereunder that constitute a fixed-income  security are
expected  to trade at a price that  takes into  account  the value,  if any,  of
accrued and unpaid interest or distributions; thus, purchasers will not pay for,
and sellers will not receive,  any accrued and unpaid interest or  distributions
that are not included in the trading price of such Securities.

     The liquidation  preference of any Preferred Stock offered pursuant to this
Prospectus or the principal amount of any Debt Security offered pursuant to this
Prospectus  will not  necessarily  be  indicative  of the  price  at which  such
Securities  will actually  trade at or after the time of the issuance,  and such
Securities may trade at prices below their  liquidation  preference or principal
amount,  as  applicable.  The market  price can be  expected to  fluctuate  with
changes in the fixed  income  markets and  economic  conditions,  the  financial
condition  and  prospects  of the  Company  and  other  factors  that  generally
influence the market prices of debt and other fixed-income securities.
    


FORWARD-LOOKING STATEMENTS

     This Prospectus  (including the documents or portions thereof  incorporated
herein by reference  and any  Prospectus  Supplement)  contains  forward-looking
statements.  In addition, when used in this Prospectus,  the words "intends to,"
"believes,"  "anticipates,"  "expects" and similar  expressions  are intended to
identify forward-looking  statements. Such statements are subject to a number of
risks and  uncertainties.  Actual results in the future could differ  materially
and adversely from those described in the forward-looking statements as a result
of various  important  factors,  including the impact of changes in national and
regional  economies,  successful  integration  of acquired  television and radio
stations  (including  achievement  of synergies  and cost  reductions),  pricing
fluctuations in local and national adver-


                                       15







tising,   volatility  in  programming   costs,   the  availability  of  suitable
acquisitions on acceptable  terms and the other risk factors set forth above and
the matters set forth in this Prospectus  generally.  The Company  undertakes no
obligation   to  publicly   release  the  result  of  any   revisions  to  these
forward-looking  statements  that may be made to reflect  any  future  events or
circumstances.


                                USE OF PROCEEDS

     Unless otherwise  indicated in the applicable  Prospectus  Supplement,  the
Company will use the net proceeds  from the sale of the  Securities  for general
corporate purposes including, without limitation, acquisitions and the repayment
of outstanding indebtedness. Pursuant to the terms of the Bank Credit Agreement,
all or a portion of the  proceeds  may be required to be used for  reduction  of
indebtedness. Amounts repaid under the Bank Credit Agreement may be subsequently
reborrowed.  The Bank  Credit  Agreement  matures on  December  31, 2004 and the
average interest rate thereunder as of July 31, 1997 was 6.75%. The Company will
receive  no  proceeds  from the sale of  shares  of Class A Common  Stock by the
Selling Stockholders.


          HISTORICAL AND PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES

     The Company's  consolidated ratios of earnings to fixed charges for each of
the periods indicated are set forth below:




                                                                                      SIX MONTHS
                                                                                          ENDED
                                                 YEAR ENDED DECEMBER 31,                JUNE 30,
                                        ------------------------------------------   --------------
                                        1992     1993     1994     1995     1996     1996     1997
                                        ------   ------   ------   ------   ------   ------   -----
                                                                         
Ratio of Earnings to Fixed Charges:
 Historical(a)  .....................   --       1.1x     --       1.3x     1.1x     --       --
 Pro Forma(b)(c)   ..................                                        --               --


- ----------

(a) Earnings were inadequate to cover fixed charges for the years ended December
    31,  1992 and 1994,  and for the six months  ended  June 30,  1996 and 1997.
    Additional earnings of $5,840, $3,387 and $9,922 would have been required to
    cover fixed charges in the years ended  December 31, 1992 and 1994,  and the
    six months ended June 30, 1996 and 1997, respectively.

(b) The pro forma information in this table reflects the pro forma effect of the
    completion  of the issuance of the Preferred  Securities  and the 1997 Notes
    and the 1996 Acquisitions as if such transactions had occurred on January 1,
    1996 with respect to the pro forma  information  for the year ended December
    31, 1996 and as if such  transactions  had  occurred on January 1, 1997 with
    respect to the pro forma information for the six months ended June 30, 1997.

(c) Earnings were inadequate to cover fixed charges for the pro forma year ended
    December 31, 1996 and pro forma six months  ended June 30, 1997.  Additional
    earnings  of $42,088  and  $12,148  would have been  required to cover fixed
    charges  for the pro forma year ended  December  31,  1996 and pro forma six
    months ended June 30, 1997, respectively.


                                       16






                              SELLING STOCKHOLDERS

   
     The  following  table sets forth  certain  information  with respect to the
Company's  voting  securities  beneficially  owned as of August 12,  1997 by the
Selling  Stockholders.  The  address of all persons in the table is 2000 W. 41st
Street, Baltimore, Maryland 21211. Except as set forth below, each of the shares
offered by the  Selling  Stockholders  is  currently  held as a share of Class B
Common Stock,  and each of such shares will  automatically  be converted  into a
share of Class A Common  Stock upon their  transfer  in  connection  with a sale
pursuant  to  this  Prospectus.  The  Selling  Stockholders  may  sell  up to an
aggregate  of  1,750,000  shares  of Class A Common  Stock  from time to time in
amounts specified in an accompanying Prospectus Supplement.
    



                                    SHARES OWNED AS OF AUGUST 12, 1997
                               ----------------------------------------------
                                       CLASS A               CLASS B           PERCENTAGE
                                   COMMON STOCK          COMMON STOCK (1)      OF VOTING
                               --------------------- ------------------------  POWER OF
                                NUMBER   PERCENT OF   NUMBER     PERCENT OF      ALL
          NAMES OF                OF      CLASS A        OF       CLASS B      CAPITAL
    SELLING STOCKHOLDERS        SHARES     SHARES      SHARES      SHARES       STOCK
- ------------------------------ -------- ------------ ----------- ------------ -----------
                                                               
David D. Smith ............... 10,000         *      7,249,999      26.3%       25.3%
Frederick G. Smith (2)  ......  4,000         *      6,754,944      24.5%       23.5%
J. Duncan Smith (3)  .........     --        --      6,969,994      25.3%       24.3%
Robert E. Smith (4)  .........     --        --      6,601,644      23.9%       23.0%


 * Less than one percent.

(1) Holders  of Class A Common  Stock  are  entitled  to one vote per  share and
    holders of Class B Common  Stock are  entitled to ten votes per share expect
    for votes  relating  to "going  private"  and  certain  other  transactions.
    Holders of both classes of Common Stock will vote together as a single class
    on all matters  presented for a vote, except as otherwise may be required by
    Maryland law, and holders of Class B Common Stock may exchange  their shares
    of Class B Common Stock into Class A Common Stock at any time.

(2) Includes 506,645 shares held in irrevocable  trusts established by Frederick
    G. Smith for the benefit of his  children  and as to which Mr. Smith has the
    power  to  acquire  by   substitution   of  trust   property.   Absent  such
    substitution,  Mr.  Smith  would  have no  power to vote or  dispose  of the
    shares.

(3) Includes 491,695 shares held in irrevocable  trusts established by J. Duncan
    Smith for the  benefit  of his  children  and as to which Mr.  Smith has the
    power  to  acquire  by   substitution   of  trust   property.   Absent  such
    substitution,  Mr.  Smith  would  have no  power to vote or  dispose  of the
    shares.

(4) Includes 959,745 shares held in irrevocable  trusts established by Robert E.
    Smith for the  benefit  of his  children  and as to which Mr.  Smith has the
    power  to  acquire  by   substitution   of  trust   property.   Absent  such
    substitution,  Mr.  Smith  would  have no  power to vote or  dispose  of the
    shares.


                                       17







                        DESCRIPTION OF DEBT SECURITIES

     Debt Securities may be issued from time to time in one or more series under
one or more  indentures,  each dated as of a date on or prior to the issuance of
the Debt Securities to which it relates. Senior Debt Securities and Subordinated
Debt Securities may be issued pursuant to separate indentures  (respectively,  a
"Senior  Indenture" and a  "Subordinated  Indenture"),  in each case between the
Company and a trustee (a "Trustee"),  which may be the same Trustee,  and in the
form that will be filed as an exhibit to or  incorporated  by reference into the
Registration  Statement  of which  this  Prospectus  is a part,  subject to such
amendments  or  supplements  as may be  adopted  from time to time.  The  Senior
Indenture and the Subordinated  Indenture,  as amended or supplemented from time
to  time,  are  sometimes   referred  to  individually  as  an  "Indenture"  and
collectively as the "Indentures." Each Indenture will be subject to and governed
by the Trust Indenture Act of 1939, as amended (the "TIA").

     The  statements  made  hereunder  relating to the Debt  Securities  and the
Indentures are summaries of the anticipated  provisions  thereof, do not purport
to be  complete  and are  subject  to, and are  qualified  in their  entirety by
reference to, all of the provisions of the applicable  Indenture,  including the
definitions therein of certain terms and those terms made part of such Indenture
by reference to the TIA, as in effect on the date of such Indenture, and to such
Debt Securities. Copies of the forms of the Indentures will be filed as exhibits
to or  incorporated by reference into the  Registration  Statement of which this
Prospectus is a part. See "Available  Information."  Certain  capitalized  terms
used below and not defined have the respective  meanings assigned to them in the
applicable Indenture.


GENERAL

   
     The Debt  Securities  will be unsecured  obligations  of the Company unless
otherwise  specified in the Prospectus  Supplement.  The Senior Debt  Securities
will rank on a parity with all other unsecured and unsubordinated obligations of
the Company.  The Subordinated Debt Securities will be subordinate and junior in
right of payment  to the extent and in the manner set forth in the  Subordinated
Indenture  to  all  Senior  Debt  (as  defined  in  the  applicable   Prospectus
Supplement)  of the  Company,  including  any Senior  Debt  Securities.  See "--
Subordination."  The Company is a holding company which  presently  conducts its
business through its  subsidiaries.  Most of the operating assets of the Company
and its consolidated subsidiaries are owned by such subsidiaries and the Company
relies primarily on dividends from such subsidiaries to meet its obligations for
payment of  principal  and  interest on its  outstanding  debt  obligations  and
corporate  expenses.  Accordingly,  the  Debt  Securities  will  be  effectively
subordinated   to  all  existing  and  future   liabilities   of  the  Company's
subsidiaries,  and holders of Debt Securities  should look only to the assets of
the Company for payments on the Debt  Securities  unless the Debt Securities are
guaranteed  by  the  Company's  subsidiaries  as  described  in  any  Prospectus
Supplement.  The  Debt  Securities  may  be  guaranteed  by  some  or all of the
Company's  Subsidiaries,  in which case such guarantees  will,  unless otherwise
specified in the applicable Prospectus Supplement,  (i) rank pari passu in right
of payment with all other unsecured senior obligations of such Subsidiaries with
respect to guarantees of Senior Debt  Securities,  and (ii) rank  subordinate in
right of payment to all unsecured  senior  obligations of such  Subsidiaries and
rank pari  passu in right of  payment to all  subordinated  obligations  of such
Subsidiaries  with respect to guarantees of Subordinated  Debt  Securities.  The
guarantees  will be effectively  subordinated in right of payment to all secured
Indebtedness  of such  Subsidiaries  to the  extent of the  value of the  assets
securing such Indebtedness.

     The Indentures will not limit the aggregate amount of Debt Securities which
may be  issued  thereunder.  Except  as  otherwise  provided  in the  applicable
Prospectus  Supplement,  the  Indentures,  as they  apply to any  series of Debt
Securities,  will not limit the  incurrence  or  issuance  of other  secured  or
unsecured debt of the Company, whether under the Indentures, any other indenture
that the Company may enter into in the future or otherwise.
    

     Reference  is made  to the  applicable  Prospectus  Supplement  which  will
accompany  this  Prospectus  for a  description  of the specific  series of Debt
Securities being offered thereby, including:

       (1) the title of such Debt Securities;

       (2)   any  limit  upon  the  aggregate  principal  amount  of  such  Debt
   Securities;

                                       18



       (3) the date or dates on which the  principal of and premium,  if any, on
   such Debt  Securities  will mature or the method of determining  such date or
   dates;

       (4) the rate or rates (which may be fixed or variable) at which such Debt
   Securities will bear interest, if any, or the method of calculating such rate
   or rates;

       (5) the date or dates from which  interest,  if any,  will  accrue or the
   method by which such date or dates will be determined;

       (6)  the date or dates on which interest, if any, will be payable and the
   record date or dates therefor;

       (7) the  place  or  places  where  principal  of,  premium,  if any,  and
   interest,  if any, on such Debt  Securities  will be payable or at which Debt
   Securities may be surrendered for registration of transfer or exchange;

   
       (8) the period or periods within which, the price or prices at which, the
   currency or  currencies  if other than in United  States  dollars  (including
   currency  unit or units) in which,  and the other terms and  conditions  upon
   which,  such Debt  Securities  may be redeemed,  in whole or in part,  at the
   option of the Company;

       (9) the  obligation,  if any, of the  Company to redeem or purchase  such
   Debt Securities pursuant to any sinking fund or analogous  provisions or upon
   the happening of a specified  event or at the option of a holder  thereof and
   the  period or  periods  within  which,  the  price or  prices at which,  the
   currency or  currencies  if other than in United  States  dollars  (including
   currency  unit or units) in which,  and the other terms and  conditions  upon
   which,  such Debt Securities  shall be redeemed or purchased,  in whole or in
   part, pursuant to such obligation;
    

       (10)  the  denominations  in which such Debt Securities are authorized to
   be issued;

       (11) the currency or currency unit in which such Debt  Securities  may be
   denominated  and/or the currency or  currencies  (including  currency unit or
   units) in which principal of, premium, if any, and interest,  if any, on such
   Debt Securities will be payable and whether the Company or the holders of any
   such Debt  Securities  may elect to receive  payments in respect of such Debt
   Securities  in a currency or currency unit other than that in which such Debt
   Securities are stated to be payable;

       (12) if the amount of  principal  of, or any premium or interest on, such
   Debt Securities may be determined with reference to an index or pursuant to a
   formula or other method, the manner in which such amounts will be determined;

       (13) if other  than the  principal  amount  thereof,  the  portion of the
   principal  amount  of  such  Debt  Securities  which  will  be  payable  upon
   declaration  of the  acceleration  of the  maturity  thereof or the method by
   which such portion shall be determined;

       (14) provisions,  if any,  granting special rights to the holders of such
   Debt Securities upon the occurrence of such events as may be specified;

       (15) any  addition  to, or  modification  or  deletion  of,  any Event of
   Default or any  covenant  of the  Company  specified  in the  Indenture  with
   respect to such Debt Securities;

   
       (16)  the  circumstances,  if  any,  under  which  the  Company  will pay
   additional  amounts  on  such  Debt  Securities  held  by non-U.S. persons in
   respect of taxes, assessments or similar charges;

       (17)  whether such Debt Securities will be issued in registered or bearer
   form or both;

       (18) the date as of which any  bearer  Securities  of the  series and any
   temporary global security representing outstanding securities shall be dated,
   if other than the original issuance date of the series of Debt Securities;

       (19)  the  forms  of  the Securities and interest coupons, if any, of the
   series;
    

                                       19


   
       (20)  if  other  than  the Trustee, the identity of the Registrar and any
   Paying Agent;

       (21)  the  application,  if  any, of such means of defeasance or covenant
   defeasance as may be specified for such Debt Securities;

       (22) whether such Debt Securities are to be issued in whole or in part in
   the form of one or more temporary or permanent global  securities and, if so,
   the  identity  of the  depositary  or its  nominee,  if any,  for such global
   security or securities and the circumstances under which beneficial owners of
   interests in the global security may exchange such interests for certificated
   Debt  Securities  to be  registered  in the  names  of or to be  held by such
   beneficial owners or their nominees;

       (23) if the debt Securities of the series may be issued or delivered,  or
   any  installation  of  principal  or interest  payable,  only upon receipt of
   certain  certificates or other documents or satisfaction of other  conditions
   in  addition  to  those  specified  in  the  Indenture,   the  form  of  such
   certificates, documents or conditions;

       (24) if other than as provided in the  Indenture,  the person to whom any
   interest on any  registered  security of the series  shall be payable and the
   manner in which, or the person to whom, any interest on any bearer Securities
   of the series shall be payable;

       (25)  the  definition  of  "Unrestricted  Subsidiary" to be used for such
   series;

       (26) in the case of the  Subordinated  Indenture,  the relative degree to
   which  Debt  Securities  of the  series  offered  shall  be  senior  to or be
   subordinated  to  other  series  of  such  Debt  Securities,   and  to  other
   indebtedness of the Company,  in right of payment,  whether such other series
   of Debt Securities and other indebtedness are outstanding or not;

       (27) whether such Debt Securities are guaranteed and, if so, the identity
   of the Guarantors and the terms of such Guarantees (including whether and the
   extent to which the Guarantees are subordinated to the other  indebtedness of
   the Guarantors);

       (28) the terms, if any, upon which the Company may be able to redeem such
   Debt  Securities  prior to their  maturity  including the dates on which such
   redemptions may be made and the price at which such redemptions may be made;

       (29) the terms,  if any, upon which such Debt Securities may be converted
   or exchanged into or for Common Stock, Preferred Stock or other securities or
   property of the Company;

       (30)  any  restrictions on the registration, transfer or exchange of such
   Debt Securities; and

       (31) any other terms not  inconsistent  with the terms of the  Indentures
   pertaining  to such Debt  Securities  or which may be required  or  advisable
   under the United States laws or  regulations  or advisable (as  determined by
   the Company) in connection with marketing of securities of the series.

     The terms of each specific series of Debt  Securities  being offered in the
Prospectus  Supplements  shall be established (i) by the resolution of the Board
of  Directors,  (ii) by action taken  pursuant to a  resolution  of the Board of
Directors and set forth,  or  determined  in a manner  provided in, an Officer's
Certificate (as defined in the applicable Prospectus Supplement) or (iii) in one
or more supplemental indentures.     

     Unless otherwise provided in the applicable Prospectus Supplement, the Debt
Securities will not be listed on any securities exchange.

     The  number  of  shares of Common  Stock or  Preferred  Stock  that will be
issuable  upon the  conversion  or exchange of any Debt  Securities  issued with
conversion or exchange provisions will be adjusted to prevent dilution resulting
from stock splits,  stock  dividends or similar or other  transactions,  and the
nature and amount of the  securities,  assets or other  property  to be received
upon the  conversion  or  exchange  of such Debt  Securities  will be changed as
necessary  in the event of any  consolidation,  merger,  combination  or similar
transaction.  The  specific  provisions  will  be set  forth  in the  applicable
Prospectus Supplement.


                                       20





     Unless otherwise  provided in the applicable  Prospectus  Supplement,  Debt
Securities in registered form will be issued in  denominations of U.S. $1,000 or
any integral  multiples of U.S. $1,000,  and Debt Securities in bearer form will
be issued in  denominations  of U.S.  $5,000 or any  integral  multiples of U.S.
$5,000.  Where Debt  Securities  of any series  are issued in bearer  form,  the
special restrictions and considerations, including special offering restrictions
and material U.S. federal income tax considerations, applicable to any such Debt
Securities  and to payments in respect of and  transfers  and  exchanges of such
Debt Securities will be described in the applicable Prospectus Supplement.  Debt
Securities in bearer form will be transferable by delivery.

     Debt  Securities  may be sold at a substantial  discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates.  Material U.S.  federal income tax  consequences
and  special  considerations  applicable  to any such  Debt  Securities  will be
described in the applicable Prospectus Supplement.

     If the purchase  price of any of the Debt  Securities  is payable in one or
more  foreign  currencies  or  currency  units  or if any  Debt  Securities  are
denominated  in one or more  foreign  currencies  or  currency  units  or if the
principal of,  premium,  if any, or interest,  if any, on any Debt Securities is
payable in one or more foreign  currencies or currency units, the  restrictions,
elections, material U.S. federal income tax considerations and other information
with  respect to such issue of Debt  Securities  and such  foreign  currency  or
currency units will be set forth in the applicable Prospectus Supplement.

     If any index is used to determine  the amount of payments of principal  of,
premium, if any, or interest, if any, on any series of Debt Securities, material
U.S. federal income tax, accounting and other considerations  applicable thereto
will be described in the applicable Prospectus Supplement.

     The general  provisions of the  Indentures  will not afford  holders of the
Debt  Securities  protection  in the  event of a highly  leveraged  transaction,
restructuring,  change in control,  merger or similar transaction  involving the
Company that may adversely affect holders of the Debt Securities.


PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE

   
     Unless otherwise provided in the applicable Prospectus Supplement, payments
in respect of the Debt  Securities  will be made in the  designated  currency at
such office or agency of the Company  maintained for that purpose as the Company
may  designate  from time to time,  except  that,  at the option of the Company,
interest payments, if any, on Debt Securities in registered form may be made (i)
by checks  mailed to the holders of Debt  Securities  entitled  thereto at their
registered  addresses or (ii) by wire  transfer to an account  maintained by the
holders of the Debt Securities entitled thereto as specified in the register for
the applicable Debt Securities (the  "Register").  Unless otherwise  provided in
the  applicable  Prospectus  Supplement,  each  payment  in  respect of the Debt
Securities shall be considered to have been made on the date such payment is due
if there  shall have been sent to the Trustee or paying  agent by wire  transfer
(received  by no later than the business day  following  such due date),  or the
Trustee or paying agent otherwise  holds,  on such due date sufficient  funds to
make such  payment.  Unless  otherwise  indicated  in an  applicable  Prospectus
Supplement, scheduled payments of any installment of interest on Debt Securities
in  registered  form will be made to the person in whose name such Debt Security
is  registered  at the close of  business  on the  regular  record date for such
interest.     

     Payment in respect of Debt  Securities  in bearer  form will be made in the
currency and in the manner designated in the Prospectus  Supplement,  subject to
any applicable laws and regulations,  at such paying agencies outside the United
States as the Company may appoint from time to time.  The paying agents  outside
the United States,  if any,  initially  appointed by the Company for a series of
Debt Securities  will be named in the Prospectus  Supplement.  Unless  otherwise
provided in the applicable  Prospectus  Supplement,  the Company may at any time
designate  additional  paying  agents or rescind the  designation  of any paying
agents,  except that, if Debt  Securities of a series are issuable in registered
form, the Company will be required to maintain at least one paying agent in each
place of payment for such series and if Debt Securities of a series are issuable
in bearer  form,  the  Company  will be required to maintain at least one paying
agent in a place of payment  outside the United States where Debt  Securities of
such  series  and  any  coupons   appertaining  thereto  may  be  presented  and
surrendered for payment.


                                       21





     Unless otherwise  provided in the applicable  Prospectus  Supplement,  Debt
Securities in registered form will be transferable or exchangeable at the agency
of the Company  maintained  for such purpose as  designated  by the Company from
time to time.  Debt  Securities may be transferred or exchanged  without service
charge,  although  the  Company  may  require  a holder  to pay any tax or other
governmental charge imposed in connection therewith.


GLOBAL DEBT SECURITIES


     The Debt  Securities  of a series  may be issued in whole or in part in the
form of one or more fully  registered  global  securities (a "Registered  Global
Security").  Each Registered Global Security will be registered in the name of a
depositary (the "Depositary") or a nominee for the Depositary  identified in the
applicable  Prospectus  Supplement,  will be deposited  with such  Depositary or
nominee  or  a  custodian   therefor  and  will  bear  a  legend  regarding  the
restrictions  on exchanges  and  registration  of transfer  thereof and any such
other matters as may be provided for pursuant to the  applicable  Indenture.  In
such a case,  one or more  Registered  Global  Securities  will be  issued  in a
denomination  or aggregate  denominations  equal to the portion of the aggregate
principal  amount of outstanding Debt Securities of the series to be represented
by such  Registered  Global  Security  or  Securities.  Unless  and  until it is
exchanged in whole or in part for Debt  Securities  in  definitive  certificated
form, a Registered Global Security may not be transferred or exchanged except as
a whole by the Depositary for such  Registered  Global  Security to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee  of such  Depositary  or by such  Depositary  or any such  nominee  to a
successor Depositary for such series or a nominee of such successor  Depositary,
or  except  in  the  circumstances   described  in  the  applicable   Prospectus
Supplement.

     The  specific  terms of the  depositary  arrangement  with  respect  to any
portion of a series of Debt Securities to be represented by a Registered  Global
Security will be described in the applicable Prospectus Supplement.

     Upon the issuance of any  Registered  Global  Security,  and the deposit of
such  Registered  Global  Security with or on behalf of the  Depositary for such
Registered  Global  Security,  the  Depositary  will  credit  on its  book-entry
registration  and transfer system the respective  principal  amounts of the Debt
Securities  represented by such  Registered  Global  Security to the accounts of
institutions  ("Participants")  that  have  accounts  with the  Depositary.  The
accounts  to be  credited  will be  designated  by the  underwriters  or  agents
engaging in the distribution of such Debt Securities or by the Company,  if such
Debt  Securities  are offered and sold  directly by the  Company.  Ownership  of
beneficial  interests  in a  Registered  Global  Security  will  be  limited  to
Participants or persons that may hold interests through Participants.  Ownership
of beneficial  interests in a Registered  Global  Security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the  Depositary  for  such  Registered  Global  Security  or by its  nominee.
Ownership of beneficial  interests in such Registered Global Security by persons
who  hold  through  Participants  will be shown  on,  and the  transfer  of such
beneficial  interests  within such  Participants  will be effected only through,
records maintained by such Participants.

     So long as the Depositary for a Registered Global Security, or its nominee,
is the  owner  of such  Registered  Global  Security,  such  Depositary  or such
nominee,  as the case may be, will be considered the sole owner or holder of the
Debt Security  represented by such  Registered  Global Security for all purposes
under each Indenture.  Accordingly,  each person owning a beneficial interest in
such  Registered  Global  Security must rely on the procedures of the Depositary
and, if such person is not a Participant,  on the procedures of the  Participant
through which such person owns its interest,  to exercise any rights of a holder
under such  Indenture.  The Company  understands  that under  existing  industry
practices,  if it requests  any action of holders or if an owner of a beneficial
interest in a Registered Global Security desires to give or take any instruction
or action  which a holder is entitled to give or take under the  Indenture,  the
Depositary  would  authorize the  Participants  holding the relevant  beneficial
interests  to give or take such  instruction  or action,  and such  Participants
would authorize  beneficial  owners owning through such  Participants to give or
take such  instruction or action or would otherwise act upon the instructions of
beneficial owners holding through them.


                                       22





     Unless  otherwise  provided in the  Prospectus  Supplement,  payments  with
respect  to  principal,  premium,  if any,  and  interest,  if any,  on the Debt
Securities represented by a Registered Global Security registered in the name of
the Depositary or its nominee will be made to such Depositary or its nominee, as
the case may be, as the registered owner of such Registered Global Security. The
Company  expects that the  Depositary for any Debt  Securities  represented by a
Registered Global Security, upon receipt of any payment of principal or interest
in  respect  of  such  Registered  Global  Security,   will  credit  immediately
Participants'   accounts  with  payments  in  amounts   proportionate  to  their
respective  beneficial  interests in the Registered  Global Security as shown on
the  records of the  Depositary.  The  Company  also  expects  that  payments by
Participants  to  owners  of  beneficial  interests  in such  Registered  Global
Security   held  through  such   Participants   will  be  governed  by  standing
instructions  and  customary  practices,  as is now the case with  securities in
bearer form held for the accounts of customers or registered  in "street  name,"
and will be the  responsibility of such Participants.  None of the Company,  the
respective Trustees or any agent of the Company or the respective Trustees shall
have any  responsibility  or liability for any aspect of the records relating to
or payments made on account of  beneficial  interests in any  Registered  Global
Security,  or for maintaining,  supervising or reviewing any records relating to
such beneficial interests.

   
     Unless otherwise provided in the applicable Prospectus  Supplement,  if the
Depositary for any Debt Securities  represented by a Registered  Global Security
is at any time unwilling or unable to continue as depositary of such  Registered
Global  Security  and a successor  depositary  is not  appointed  by the Company
within 90 days, the Company will issue Debt Securities in  certificated  form in
exchange for such Registered  Global  Security.  In addition,  unless  otherwise
provided  in the  applicable  Prospectus  Supplement,  the  Company  in its sole
discretion may at any time determine not to have any of the Debt Securities of a
series  represented by one or more  Registered  Global  Securities  and, in such
event,  will  issue  Debt  Securities  of such  series in  certificated  form in
exchange for all of the Registered Global Securities representing such series of
Debt Securities.  The Debt Securities of a series may also be issued in whole or
in part in the form of one or more bearer global  securities  (a "Bearer  Global
Security") that will be deposited with a depositary,  or with a nominee for such
depositary,  identified in the applicable Prospectus Supplement. Any such Bearer
Global  Securities  may be issued in temporary or permanent  form.  The specific
terms  and   procedures,   including  the  specific   terms  of  the  depositary
arrangement,  with respect to any portion of a series of Debt  Securities  to be
represented  by one or more Bearer  Global  Securities  will be described in the
applicable Prospectus Supplement.     

CERTAIN COVENANTS

     The applicable  Prospectus  Supplement will describe any material covenants
in respect of any series of Debt Securities.

CONSOLIDATION, MERGER, SALE OF ASSETS

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture will provide that the Company shall not, in a single  transaction or a
series of related transactions, consolidate with or merge with or into any other
person or sell, assign, convey,  transfer,  lease or otherwise dispose of all or
substantially  all of its  properties  and  assets  to any  person  or  group of
affiliated  persons,  or permit any of its  Subsidiaries  to enter into any such
transaction  or  transactions  if  such  transaction  or  transactions,  in  the
aggregate,  would result in a sale, assignment,  conveyance,  transfer, lease or
disposition  of all or  substantially  all of the  properties  and assets of the
Company and its  Subsidiaries  on a  consolidated  basis to any other  person or
group of affiliated persons, unless at the time and after giving effect thereto:
(i) either (1) the Company shall be the continuing corporation or (2) the person
(if other  than the  Company)  formed by such  consolidation  or into  which the
Company is merged or the person which acquires by sale, assignment,  conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets  of the  Company  and  its  Subsidiaries  on a  consolidated  basis  (the
"Surviving  Entity") shall be a corporation  duly organized and validly existing
under  the laws of the  United  States of  America,  any  state  thereof  or the
District of Columbia and such person assumes,  by a supplemental  indenture in a
form reasonably  satisfactory to the Trustee, all the obligations of the Company
under the applicable Debt Securities and the Indenture,  and the Indenture shall
remain in full force and effect;  (ii) immediately  before and immediately after
giving  effect to such  transaction,  no Default or Event of Default  shall have
occurred and be continuing; (iii) immediately after giving effect to such


                                       23







transaction on a pro forma basis,  the consolidated net worth (as defined in the
applicable  Indenture) of the Company (or the Surviving Entity if the Company is
not the continuing  obligor under the Indenture) is equal to or greater than the
consolidated  net worth of the Company  immediately  prior to such  transaction;
(iv) immediately  before and immediately after giving effect to such transaction
on a pro forma basis (on the  assumption  that the  transaction  occurred on the
first day of the four-quarter  period  immediately  prior to the consummation of
such  transaction   with  the  appropriate   adjustments  with  respect  to  the
transaction being included in such pro forma  calculation),  the Company (or the
Surviving  Entity  if the  Company  is not  the  continuing  obligor  under  the
Indenture)  could incur $1.00 of additional  indebtedness  under any  applicable
provisions  of the  Indenture  limiting  incurrence  of  indebtedness;  (v) each
Guarantor,  if any, unless it is the other party to the  transactions  described
above, shall have by supplemental  indenture  confirmed that its guarantee shall
apply to such person's  obligations under the Indenture and the Debt Securities;
(vi) if any of the property or assets of the Company or any of its  Subsidiaries
would  thereupon  become  subject to any lien,  any  provisions of the Indenture
limiting liens are complied with; and (vii) the Company or the Surviving  Entity
shall have  delivered,  or caused to be delivered,  to the Trustee,  in form and
substance reasonably  satisfactory to the Trustee, an officers'  certificate and
an  opinion of  counsel,  each to the effect  that such  consolidation,  merger,
transfer,  sale,  assignment,  lease or other  transaction and the  supplemental
indenture in respect  thereto  comply with the  provisions  of the Indenture and
that all  conditions  precedent  provided for in the Indenture  relating to such
transaction have been complied with.

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture  will  provide that any  Guarantor  will not, and the Company will not
permit  any such  Guarantor  to, in a single  transaction  or series of  related
transactions merge or consolidate with or into any other corporation (other than
the Company or any other Guarantor) or other entity,  or sell,  assign,  convey,
transfer,  lease  or  otherwise  dispose  of  all  or  substantially  all of its
properties  and assets on a  consolidated  basis to any entity  (other  than the
Company  or any other  Guarantor)  unless at the time and  after  giving  effect
thereto:  (i) either (1) such Guarantor  shall be the continuing  corporation or
(2) the entity (if other than such Guarantor)  formed by such  consolidation  or
into  which  such  Guarantor  is merged or the entity  which  acquires  by sale,
assignment, conveyance, transfer, lease or disposition the properties and assets
of such Guarantor  shall be a corporation  duly  organized and validly  existing
under the laws of the  United  States,  any state  thereof  or the  District  of
Columbia and shall expressly  assume by a supplemental  indenture,  executed and
delivered to the Trustee, in a form reasonably  satisfactory to the Trustee, all
the  obligations of such Guarantor  under the Debt Securities and the Indenture;
(ii) immediately before and immediately after giving effect to such transaction,
no Default or Event of Default shall have occurred and be continuing;  and (iii)
such  Guarantor  shall have  delivered  to the  Trustee,  in form and  substance
reasonably  satisfactory to the Trustee, an officers' certificate and an opinion
of counsel,  each stating that such  consolidation,  merger,  sale,  assignment,
conveyance,  transfer,  lease or  disposition  and such  supplemental  indenture
comply with the Indenture,  and thereafter  all  obligations of the  predecessor
shall terminate.


EVENTS OF DEFAULT

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture  will  provide  that an  Event of  Default  with  respect  to the Debt
Securities of a particular series will occur under the Indenture if:

       (i) there shall be a default in the  payment of any  interest on any Debt
   Security of that series when it becomes  due and  payable,  and such  default
   shall continue for a period of 30 days;

       (ii) there  shall be a default in the  payment  of the  principal  of (or
   premium,  if any, on) any Debt Security of that series at its maturity  (upon
   acceleration,  optional  or  mandatory  redemption,  required  repurchase  or
   otherwise);

       (iii) (a) there shall be a default in the performance,  or breach, of any
   covenant or agreement  of the Company or any  Guarantor  under the  Indenture
   (other  than a default  in the  performance,  or  breach,  of a  covenant  or
   agreement which is specifically dealt with in clause (i) or (ii) or in clause
   (b) of this clause  (iii)) and such  default or breach  shall  continue for a
   period of 30 days after written notice has been given, by certified mail, (x)
   to the Company by the Trustee or (y) to the Company


                                       24





   and the Trustee by the holders of at least 25% in aggregate  principal amount
   of the  outstanding  Debt  Securities of the series;  or (b) there shall be a
   default  in the  performance  or breach of the  provisions  described  in "--
   Consolidation, Merger, Sale of Assets;"

       (iv) one or more  defaults  shall  have  occurred  under any  agreements,
   indentures or instruments  under which the Company,  any Guarantor or certain
   subsidiaries specified in the Indenture (a "Restricted  Subsidiary") then has
   outstanding  indebtedness in excess of an amount  specified in the applicable
   Prospectus  Supplement  in the aggregate  and, if not already  matured at its
   final maturity in accordance  with its terms,  such  Indebtedness  shall have
   been accelerated;

       (v) any  Guarantee  shall for any reason  cease to be, or be  asserted in
   writing by any  Guarantor or the Company not to be, in full force and effect,
   enforceable in accordance with its terms,  except to the extent  contemplated
   by the Indenture and any such guarantee;

       (vi) one or more judgments, orders or decrees for the payment of money in
   excess of an amount specified in the applicable Prospectus Supplement, either
   individually or in the aggregate (net of amounts covered by insurance,  bond,
   surety or similar  instrument)  shall be entered  against  the  Company,  any
   Guarantor or any Restricted  Subsidiary or any of their respective properties
   and shall not be discharged  and either (a) any creditor shall have commenced
   an enforcement  proceeding  upon such judgment,  order or decree or (b) there
   shall  have  been a period  of 60  consecutive  days  during  which a stay of
   enforcement  of such judgment or order,  by reason of an appeal or otherwise,
   shall not be in effect;

       (vii)  any  holder or  holders  of at least an  amount  specified  in the
   applicable   Prospectus   Supplement   in  aggregate   principal   amount  of
   indebtedness of the Company, any Guarantor or any Restricted Subsidiary after
   a default  under such  indebtedness  shall notify the Trustee of the intended
   sale or  disposition  of any  assets of the  Company,  any  Guarantor  or any
   Restricted  Subsidiary  that have been  pledged to or for the benefit of such
   holder or holders to secure such indebtedness or shall commence  proceedings,
   or take any action  (including by way of set-off),  to retain in satisfaction
   of such  indebtedness  or to  collect  on,  seize,  dispose  of or  apply  in
   satisfaction  of  indebtedness,  assets  of the  Company  or  any  Restricted
   Subsidiary (including funds on deposit or held pursuant to lock-box and other
   similar arrangements);

       (viii)  there  shall  have  been  the  entry  by  a  court  of  competent
   jurisdiction  of (a) a decree or order for relief in respect of the  Company,
   any  Guarantor  or  any  Restricted  Subsidiary  in an  involuntary  case  or
   proceeding  under  any  applicable  bankruptcy  law or (b) a decree  or order
   adjudging the Company, any Guarantor or any Restricted Subsidiary bankrupt or
   insolvent, or seeking reorganization,  arrangement, adjustment or composition
   of or in respect of the Company,  any Guarantor or any Restricted  Subsidiary
   under any  applicable  federal  or state  law,  or  appointing  a  custodian,
   receiver,  liquidator,  assignee,  trustee,  sequestrator  (or other  similar
   official) of the Company,  any Guarantor or any  Restricted  Subsidiary or of
   any substantial part of their respective properties,  or ordering the winding
   up or liquidation  of their affairs,  and any such decree or order for relief
   shall  continue to be in effect,  or any such other  decree or order shall be
   unstayed and in effect, for a period of 60 consecutive days; or

       (ix)  (a)  the  Company,  any  Guarantor  or  any  Restricted  Subsidiary
   commences a voluntary case or proceeding under any applicable  bankruptcy law
   or any other case or proceeding to be adjudicated bankrupt or insolvent,  (b)
   the Company, any Guarantor or any Restricted Subsidiary consents to the entry
   of a decree or order for relief in respect of the Company,  any  Guarantor or
   such  Restricted  Subsidiary in an involuntary  case or proceeding  under any
   applicable  bankruptcy  law  or to the  commencement  of  any  bankruptcy  or
   insolvency case or proceeding  against it, (c) the Company,  any Guarantor or
   any  Restricted  Subsidiary  files a petition  or answer or  consent  seeking
   reorganization  or relief under any applicable  federal or state law, (d) the
   Company,  any  Guarantor  or any  Restricted  Subsidiary  (x) consents to the
   filing of such petition or the  appointment  of, or taking  possession  by, a
   custodian,  receiver,  liquidator,  assignee, trustee,  sequestrator or other
   similar official of the Company, any Guarantor or such Restricted  Subsidiary
   or of any substantial part


                                       25







   of their  respective  property,  (y) makes an  assignment  for the benefit of
   creditors or (z) admits in writing its  inability to pay its debts  generally
   as they  become  due or (e) the  Company,  any  Guarantor  or any  Restricted
   Subsidiary  takes any corporate  action in furtherance of any such actions in
   this paragraph (ix).

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture  will provide that if an Event of Default  (other than as specified in
clauses (viii) and (ix) of the prior  paragraph)  shall occur and be continuing,
the Trustee or the holders of not less than 25% in aggregate principal amount of
the Debt Securities of the applicable series outstanding may, and the Trustee at
the request of such holders shall,  declare all unpaid principal of, premium, if
any, and accrued  interest on, all the Debt Securities of the applicable  series
to be due and payable  immediately by a notice in writing to the Company (and to
the Trustee if given by the  holders of the Debt  Securities  of the  applicable
series);  provided that so long as the Bank Credit Agreement is in effect,  such
declaration  shall not become  effective  until the earlier of (a) five business
days  after  receipt  of such  notice of  acceleration  from the  holders or the
Trustee by the agent under the Bank Credit  Agreement or (b) acceleration of the
indebtedness under the Bank Credit Agreement.  Thereupon the Trustee may, at its
discretion,  proceed to protect  and  enforce  the rights of the  holders of the
applicable Debt Securities by appropriate  judicial  proceeding.  If an Event of
Default  specified in clause (viii) or (ix) of the prior paragraph occurs and is
continuing,  then all the Debt  Securities of the  applicable  series shall ipso
facto  become and be  immediately  due and  payable,  in an amount  equal to the
principal amount of the Debt Securities of the applicable series,  together with
accrued and unpaid interest,  if any, to the date the Debt Securities become due
and payable,  without any declaration or other act on the part of the Trustee or
any holder. The Trustee or, if notice of acceleration is given by the holders of
the Debt Securities of the applicable series, the holders of the Debt Securities
of the  applicable  series  shall give notice to the agent under the Bank Credit
Agreement of such acceleration.

   
     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture  will  provide  after a  declaration  of  acceleration,  but  before a
judgment  or  decree  for  payment  of the money  due has been  obtained  by the
Trustee,  the holders of a majority in  aggregate  principal  amount of the Debt
Securities of the  applicable  series,  by written notice to the Company and the
Trustee,  may rescind and annul such  declaration if (a) the Company has paid or
deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced
by the Trustee under the Indenture and the  reasonable  compensation,  expenses,
disbursements  and  advances of the Trustee,  its agents and  counsel,  (ii) all
overdue  interest on all Debt  Securities of the  applicable  series,  (iii) the
principal  of and  premium,  if any, on any Debt  Securities  of the  applicable
series which have become due otherwise than by such  declaration of acceleration
and  interest  thereon  at a rate borne by the Debt  Securities  and (iv) to the
extent that payment of such interest is lawful,  interest upon overdue  interest
at the rate borne by the Debt Securities;  and (b) all Events of Default,  other
than the non-payment of principal of the Debt  Securities  which have become due
solely by such declaration of acceleration, have been cured or waived.

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture will provide that the holders of not less than a majority in aggregate
principal amount of the Debt Securities of the applicable series outstanding may
on behalf of the holders of all the Debt  Securities  of the  applicable  series
waive  any past  default  under the  Indenture  and its  consequences,  except a
default in the payment of the principal of, premium,  if any, or interest on any
Debt  Security,  or in  respect  of a  covenant  or  provision  which  under the
Indenture  cannot be  modified  or amended  without the consent of the holder of
each Debt Security outstanding.

     Unless specified otherwise in the applicable  Prospectus  Supplement,  each
Indenture  will provide that the Company is also  required to notify the Trustee
within five business days of the  occurrence  of any Default.  Unless  otherwise
provided in the  applicable  Prospectus  Supplement,  the Company is required to
deliver to the Trustee,  on or before a date not more than 60 days after the end
of each  fiscal  quarter and not more than 120 days after the end of each fiscal
year, a written statement as to compliance with the Indenture, including whether
or not any default has occurred.  Unless  otherwise  provided in the  applicable
Prospectus Supplement, the Trustee is under no obligation to exercise any of the
rights or powers  vested in it by the  Indenture  at the request or direction of
any of the holders of the Debt     


                                       26





Securities  unless  such  holders  offer to the Trustee  security  or  indemnity
satisfactory  to the Trustee against the costs,  expenses and liabilities  which
might be incurred thereby.

     The Trust Indenture Act contains  limitations on the rights of the Trustee,
should it become a creditor of the Company or any  Guarantor,  to obtain payment
of claims in certain cases or to realize on certain  property  received by it in
respect of any such claims,  as security or otherwise.  The Trustee is permitted
to engage in other  transactions,  provided that if it acquires any  conflicting
interest it must  eliminate  such  conflict  upon the  occurrence of an Event of
Default or else resign.

     Reference is made to the Prospectus  Supplement  relating to each series of
Debt Securities  that are Original Issue Discount  Securities for the particular
provisions  relating  to  acceleration  of  the  maturity  of a  portion  of the
principal amount of such Original Issue Discount  Securities upon the occurrence
of an Event of Default and the continuation thereof.


MODIFICATIONS AND AMENDMENTS

     Unless  otherwise  specified  in  the  applicable  Prospectus   Supplement,
modifications  and  amendments of the Indenture may be made by the Company,  any
Guarantor  and the  Trustee  with the  consent of the holders of not less than a
majority in aggregate principal amount of the outstanding Debt Securities of all
series affected by the  modification or amendment;  provided,  however,  that no
such  modification  or amendment may,  without the consent of the holder of each
outstanding  Debt  Security  of  all  series  affected  by the  modification  or
amendment affected thereby:  (i) change the stated maturity of the principal of,
or any  installment  of interest on, any Debt  Security or reduce the  principal
amount thereof or the rate of interest  thereon or any premium  payable upon the
redemption thereof, or change the coin or currency in which the principal of any
Debt Security or any premium or the interest  thereon is payable,  or impair the
right to institute suit for the enforcement of any such payment after the stated
maturity  thereof  (or in the case of  redemption,  on or after  the  redemption
date);  (ii) reduce the  percentage  in  principal  amount of  outstanding  Debt
Securities  of a series,  the consent of whose  holders is required for any such
supplemental  indenture,  or the consent of whose  holders is  required  for any
waiver or  compliance  with  certain  provisions  of the  Indenture  or  certain
defaults or with respect to any  Guarantee;  (iii) modify any of the  provisions
relating to supplemental indentures requiring the consent of holders or relating
to the waiver of past  defaults or relating to the waiver of certain  covenants,
except to increase the percentage of outstanding  Debt  Securities  required for
such actions or to provide that certain other provisions of the Indenture cannot
be  modified or waived  without the consent of the holder of each Debt  Security
affected thereby;  (iv) except as otherwise  permitted under "--  Consolidation,
Merger, Sale of Assets," consent to the assignment or transfer by the Company or
any Guarantor of any of its rights and obligations  under the Indenture;  or (v)
amend or modify any provisions of the Indenture relating to the subordination of
the Debt Security or any  guarantee in any manner  adverse to the holders of the
Debt Securities or any guarantee.

   
     Unless  otherwise  provided  in  the  applicable   Prospectus   Supplement,
modifications  and  amendments of each  Indenture may be made by the Company and
Trustee  without the consent of the Holders to: (i) cause each  Indenture  to be
qualified under the Trust  Indenture Act ("TIA") or to add provisions  expressly
required  under the TIA: (ii) evidence the  succession of another  person to the
Company and the assumption by any such successor of the covenants of the Company
and the under the Indenture and in the Debt Securities of any series;  (iii) add
to the  covenants of the Company for the benefit of the holders or an additional
event of default to all or any series of Debt Securities, or surrender any right
or power conferred upon the Company; (iv) secure the Debt Securities; (v) to add
to or change any  provisions  to such  extent as  necessary  to  facilitate  the
issuance or  administration  of Debt Securities in bearer form or facilitate the
issuance or  administration of Debt Securities in global form; (vi) to change or
eliminate any provision affecting only Debt Securities not yet issued;  (vii) to
establish the form or terms of Debt Securities of any series; (viii) to evidence
and provide for  successor  Trustees or to add or change any  provisions of such
Indenture to such extent as necessary to permit or facilitate the appointment of
a separate Trustee or Trustees for specific series of Debt  Securities;  (ix) to
permit payment in respect of Debt Securities in bearer form in the United States
to the  extent  allowed  by  law;  (x) to make  provision  with  respect  to any
conversion or exchange rights of holders not adverse to the holders of any     


                                       27





   
Debt Securities of any series then  outstanding with such conversion or exchange
rights,  including  providing for the conversion or exchange of Debt  Securities
into Common Stock or Preferred  Stock;  or (xi) cure any  ambiguity,  correct or
supplement any provision which may be defective or  inconsistent  with any other
provision,  or make any other  provisions  with  respect to matters or questions
arising under the Indenture which shall not be inconsistent  with the provisions
of the Indenture; provided, however, that no such modifications or amendment may
adversely  affect the interest of holders of Debt  Securities of any series then
outstanding in any material respect.     

     The  holders  of a  majority  in  aggregate  principal  amount  of the Debt
Securities of a series may waive compliance with certain  restrictive  covenants
and provisions of the Indenture with respect to that series.


SUBORDINATION

   
     Unless  otherwise  provided in the applicable  Prospectus  Supplement,  the
payment of principal  of,  premium on, if any, and interest on any  Subordinated
Debt Securities  will be  subordinated in right of payment,  as set forth in the
applicable  Subordinated  Indenture,  to the prior payment in full of all Senior
Debt (as defined in the applicable Prospectus  Supplement),  whether outstanding
on the date of the Subordinated Indenture or thereafter incurred.

     Unless otherwise provided in the applicable Prospectus  Supplement,  during
the continuance of any default in the payment of any Designated  Senior Debt (as
such term is defined in the applicable Prospectus  Supplement) no payment (other
than payments  previously  made pursuant to the provisions  described  under "--
Defeasance or Covenant  Defeasance of Indenture") or  distribution of any assets
of the Company of any kind or  character  (excluding  certain  permitted  equity
interests or subordinated  securities) shall be made on account of the principal
of,  premium,  if any, or interest  on, the  Subordinated  Debt  Securites or on
account of the purchase,  redemption,  defeasance or other  acquisition  of, the
Subordinated  Debt  Securities  unless and until such  default  has been  cured,
waived or has ceased to exist or such  Designated  Senior  Debt (as such term is
defined in the applicable  Prospectus  Supplement) shall have been discharged or
paid in full in cash or cash  equivalents  or in any other form as acceptable to
the holders of Senior Debt.

     Unless otherwise provided in the applicable Prospectus  Supplement,  during
the continuance of any non-payment default with respect to any Designated Senior
Debt pursuant to which the maturity  thereof may be accelerated (a  "Non-payment
Default")  and  after  the  receipt  by  the  Trustee  and  the  Company  from a
representative  of the holder of any Designated  Senior Debt of a written notice
of such default, no payment (other than payments previously made pursuant to the
provisions  described under "-- Defeasance or Covenant Defeasance of Indenture")
or distribution of any assets of the Company of any kind or character (excluding
certain permitted equity or subordinated  securities) may be made by the Company
on  account  of  the  principal  of,  premium,  if  any,  or  interest  on,  the
Subordinated  Debt  Securities  or  on  account  of  the  purchase,  redemption,
defeasance or other  acquisition  of, the  Subordinated  Debt Securities for the
period specified below (the "Payment Blockage Period").

     Unless  otherwise  provided in the applicable  Prospectus  Supplement,  the
Payment  Blockage  Period  shall  commence  upon the  receipt  of  notice of the
Non-payment  Default by the Trustee and the Company from a representative of the
holders of any  Designated  Senior Debt and shall end on the earliest of (i) the
first date on which more than 179 days shall have  elapsed  since the receipt of
such written notice (provided such Designated Senior Debt as to which notice was
given shall not theretofore have been accelerated),  (ii) the date on which such
Non-payment  Default (and all  Non-payment  Defaults as to which notice is given
after such Payment Blockage Period is initiated) are cured,  waived or ceased to
exist or on which such  Designated  Senior Debt is discharged or paid in full in
cash or cash  equivalents  or in any other form as  acceptable to the holders of
Designated  Senior Debt or (iii) the date on which such Payment  Blockage Period
(and all  Non-payment  Defaults as to which  notice is given after such  Payment
Blockage Period is intiated) shall have been terminated by written notice to the
Company or the Trustee from the  representative  of holders of Designated Senior
Debt  initiating  such Payment  Blockage  Period,  after  which,  in the case of
clauses (i), (ii) and (iii),  the Company shall  promptly  resume making any and
all required payments in respect of the Subordinated Debt Securities,  including
any missed  payments.  In no event will a Payment  Blockage Period extend beyond
179 days from the date of the receipt by the     


                                       28





   
Company or the Trustee of the notice  initiating  such Payment  Blockage  Period
(such 179-day period referred to as the "Initial Period"). Any number of notices
of Non-payment  Defaults may be given during the Initial  Period;  provided that
during any 365-day  consecutive  period only one Payment  Blockage Period during
which payment of principal of, or interest on, the Subordinated  Debt Securities
may not be made may commence and the duration of the Payment Blockage Period may
not exceed 179 days. No  Non-payment  Default with respect to Designated  Senior
Debt which  existed or was  continuing  on the date of the  commencement  of any
Payment  Blockage Period will be, or can be, made the basis for the commencement
of a second  Payment  Blockage  Period,  whether  or not  within a period of 365
consecutive  days,  unless such default has been cured or waived for a period of
not less than 90 consecutive days.

     Unless otherwise provided in the applicable Prospectus  Supplement,  if the
Company fails to make any payment on  Subordinated  Debt  Securities when due or
within any  applicable  grace  period,  whether or not on account of the payment
blockage provisions referred to above, such failure would constitute an Event of
Default  under the  Indenture  and would enable the holders of the  Subordinated
Debt Securities to accelerate the maturity thereof. See "-- Events of Default."

    

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture will provide that in the event of any insolvency or bankruptcy case or
proceeding,  or any receivership,  liquidation,  reorganization or other similar
case or  proceeding  in  connection  therewith,  relative  to the Company or its
assets,  or any  liquidation,  dissolution  or other  winding up of the Company,
whether  voluntary or  involuntary  and whether or not  involving  insolvency or
bankruptcy,  or any  assignment  for  the  benefit  of  creditors  or any  other
marshalling  of assets or  liabilities  of the Company,  all Senior Debt must be
paid in full in cash or cash  equivalents  or in any other manner  acceptable to
the holders of Senior  Debt,  or  provision  made for such  payment,  before any
payment or distribution (excluding  distributions of certain permitted equity or
subordinated  securities)  is made on account of the principal of,  premium,  if
any, or interest on the Subordinated Debt Securities.

     By reason of such subordination, in the event of liquidation or insolvency,
creditors  of the  Company  who are  holders of Senior  Debt may  recover  more,
ratably,  than the holders of the Subordinated Debt Securities,  and funds which
would be otherwise  payable to the holders of the  Subordinated  Debt Securities
will be paid to the  holders of the Senior Debt to the extent  necessary  to pay
the  Senior  Debt in full in cash or cash  equivalents  or in any  other  manner
acceptable to the holders of Senior Debt,  and the Company may be unable to meet
its obligations fully with respect to the Subordinated Debt Securities.

   
     To  the  extent  provided  in the  applicable  Prospectus  Supplement,  any
Guarantee of  Subordinated  Debt  Securities by a Guarantor will be an unsecured
subordinated obligation of such Guarantor, ranking pari passu with, or senior in
right of  payment  to,  all  other  existing  and  future  indebtedness  of such
Guarantor that is expressly subordinated to Guarantor Senior Debt (as defined in
the applicable  Indenture).  To the extent provided in the applicable Prospectus
Supplement,  indebtedness  evidenced by the Guarantees  will be  subordinated to
Guarantor Senior Debt to the same extent as the Subordinated Debt Securities are
subordinated  to  Senior  Debt  and  during  any  period  when  payment  on  the
Subordinated  Debt Securities is blocked by Designated  Senior Debt,  payment on
the Guarantees will be similarly blocked.
    


DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture will provide that the Company may, at its option,  at any time,  elect
to have the obligations of the Company,  each of the Guarantors (if any) and any
other  obligor  upon  the  Debt  Securities   discharged  with  respect  to  the
outstanding  Debt  Securities  of  an  applicable  series  ("defeasance").  Such
defeasance means that the Company, each of the Guarantors (if any) and any other
obligor  under the  Indenture  shall be deemed to have paid and  discharged  the
entire  indebtedness  represented  by the  outstanding  Debt  Securities of such
series,  except for (i) the rights of holders of outstanding  Debt Securities to
receive  payments in respect of the principal of, premium,  if any, and interest
on such  Debt  Securities  when  such  payments  are  due,  (ii)  the  Company's
obligations  with respect to the Debt Securities  concerning  issuing  temporary
Debt Securities,  registration of Debt Securities, mutilated, destroyed, lost or
stolen Debt Securities, and the


                                       29







   
maintenance  of an office or agency for payment and money for security  payments
held in trust, (iii) the rights,  powers,  trusts,  duties and immunities of the
Trustee, and (iv) the defeasance provisions of the Indenture.  In addition,  the
Company may, at its option and at any time, elect to have the obligations of the
Company and any Guarantor  released with respect to certain  covenants  that are
described in the Indenture  ("covenant  defeasance")  and any omission to comply
with such obligations shall not constitute a Default or an Event of Default with
respect to the Debt Securities of the applicable  series.  In the event covenant
defeasance occurs, certain events (not including non-payment,  enforceability of
any Guarantee,  bankruptcy and insolvency  events) described under "-- Events of
Default"  will no longer  constitute  an Event of  Default  with  respect to the
Notes.

     Unless otherwise provided in the applicable Prospectus Supplement, in order
to exercise  either  defeasance  or covenant  defeasance,  (i) the Company  must
irrevocably  deposit with the Trustee,  in trust, for the benefit of the holders
of  the  Debt  Securities,  cash  in  United  States  dollars,  U.S.  Government
Obligations (as defined in the  Indenture),  or a combination  thereof,  in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent  public  accountants or a nationally  recognized  investment banking
firm expressed in a written  certification  thereof delivered to the Trustee, to
pay and  discharge  the  principal  of,  premium,  if any,  and  interest on the
applicable  Debt  Securities  on  the  stated  maturity  of  such  principal  or
installment of principal or interest (or on the "Defeasance  Redemption Date" as
defined in the applicable  Prospectus  Supplement),  if when  exercising  either
defeasance or covenant  defeasance,  the Company has delivered to the Trustee an
irrevocable  notice to redeem  all of the  outstanding  Debt  Securities  of the
applicable  series  on the  Defeasance  Redemption  Date);  (ii) in the  case of
defeasance,  the  Company  shall  have  delivered  to the  Trustee an opinion of
independent  counsel in the  United  States  stating  that (A) the  Company  has
received  from, or there has been published by, the Internal  Revenue  Service a
ruling or (B) since the date of  issuance  of the  applicable  Debt  Securities,
there has been a change in the applicable federal income tax law, in either case
to the effect that, and based thereon such opinion of independent counsel in the
United States shall confirm that, the holders of the outstanding Debt Securities
will not  recognize  income,  gain or loss for federal  income tax purposes as a
result of such  defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred; (iii) in the case of covenant defeasance,  the
Company shall have delivered to the Trustee an opinion of independent counsel in
the  United  States  to the  effect  that the  holders  of the  applicable  Debt
Securities  will not  recognize  income,  gain or loss for  federal  income  tax
purposes as a result of such covenant  defeasance and will be subject to federal
income  tax on the same  amounts,  in the same  manner  and at the same times as
would have been the case if such covenant  defeasance had not occurred;  (iv) no
Default or Event of Default shall have occurred and be continuing on the date of
such  deposit  or insofar as clause  (vii) or (viii)  under the first  paragraph
under "-- Events of Default" are concerned, at any time during the period ending
on the 91st day after  the date of  deposit;  (v) such  defeasance  or  covenant
defeasance  shall not cause the Trustee for the  applicable  Debt  Securities to
have a conflicting interest with respect to any securities of the Company or any
Guarantor;  (vi) such  defeasance or covenant  defeasance  shall not result in a
breach or violation  of, or  constitute a Default  under,  the  Indenture or any
other material  agreement or instrument to which the Company or any Guarantor is
a party or by which it is bound;  (vii) the Company shall have  delivered to the
Trustee an opinion of independent counsel to the effect that (A) the trust funds
will not be subject to any rights of holders of Senior Debt or Guarantor  Senior
Debt, including,  without limitation,  those arising under the Indenture and (B)
after the 91st day following the deposit, the trust funds will not be subject to
the effect of any applicable bankruptcy,  insolvency,  reorganization or similar
laws  affecting  creditors'  rights  generally;  (viii) the  Company  shall have
delivered to the Trustee an officers'  certificate  stating that the deposit was
not made by the Company  with the intent of  preferring  the holders of the Debt
Securities  or any  guarantee  over the other  creditors  of the  Company or any
Guarantor  with the  intent of  defeating,  hindering,  delaying  or  defrauding
creditors of the Company,  any  Guarantor or others;  (ix) no event or condition
shall exist that would prevent the Company from making payments of the principal
of,  premium,  if any, and interest on the Debt  Securities  on the date of such
deposit  or at any time  ending on the 91st day after the date of such  deposit;
and (x) the Company shall have delivered to the Trustee an officers' certificate
and an  opinion  of  independent  counsel,  each  stating  that  all  conditions
precedent  provided  for  relating  to either  the  defeasance  or the  covenant
defeasance, as the case may be, have been complied with.     


                                       30





NOTICES

   
     Unless otherwise provided in the applicable Prospectus Supplement,  notices
to holders of registered  Debt Securities will be given by mail to the addresses
of such holders as they may appear in the Register.     

OWNER OF DEBT SECURITIES

     Unless otherwise provided in the applicable  Prospectus Supplement relating
to the Debt Securities of a particular series, the Company, the Trustees and any
agent of the Company or the  Trustees  may treat the person in whose name a Debt
Security in registered  form is  registered,  and may treat the bearer of a Debt
Security in bearer form, as the absolute owner thereof (whether or not such Debt
Security may be overdue) for the purpose of receiving  payment and for all other
purposes.


GOVERNING LAW

     Unless  otherwise  provided in the applicable  Prospectus  Supplement,  the
Indenture,  the Debt  Securities and any guarantees will be governed by the laws
of the State of New York.


THE TRUSTEE

     The Trustee for each series of Debt  Securities  will be  identified in the
applicable   Prospectus   Supplement.   Each  Indenture  will  contain   certain
limitations on the right of a Trustee thereunder,  as a creditor of the Company,
to obtain payment of claims in certain cases, or to realize on certain  property
received in respect of any such claim as security or otherwise.

     The  holders of a majority  in  principal  amount of all  outstanding  Debt
Securities of a series (or if more than one series is affected  thereby,  of all
series so affected,  voting as a single class) will have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy or
power available to the Trustee for such series.

     In case an Event of Default  shall occur (and shall not be cured) under any
Indenture  relating to a series of Debt  Securities  and is known to the Trustee
under such Indenture,  such Trustee shall exercise such of the rights and powers
vested in it by such  Indenture and use the same degree of care and skill in its
exercise as a prudent  person would exercise or use under the  circumstances  in
the conduct of his own affairs.  Subject to such provisions,  no Trustee will be
under  any  obligation  to  exercise  any of its  rights  or  powers  under  the
applicable  Indenture  at the request of any of the  Holders of Debt  Securities
unless  they  shall  have  offered  to  such  Trustee   security  and  indemnity
satisfactory to it.


                                       31





                         DESCRIPTION OF CAPITAL STOCK


GENERAL

     The Company  currently has two classes of Common  Stock,  each having a par
value of $.01 per share,  and two  classes of issued and  outstanding  Preferred
Stock,  also with a par value of $.01 per share. Upon the issuance of all shares
covered by this  Prospectus,  the Controlling  Stockholders,  by virtue of their
beneficial ownership of 100% of the shares of the Class B Common Stock, with its
super voting rights as described  below,  will retain control over the Company's
business and operations.

     The following summary of the Company's capital stock does not purport to be
complete  and is subject to  detailed  provisions  of, and is  qualified  in its
entirety  by  reference  to, the  Company's  Amended  and  Restated  Articles of
Incorporation (the "Amended Certificate"). The Amended Certificate is an exhibit
to the  Registration  Statement  of  which  this  Prospectus  is a  part  and is
available as set forth under "Available Information."

   
     The Amended  Certificate  authorizes the Company to issue up to 100,000,000
shares of Class A Common Stock, par value $.01 per share,  35,000,000  shares of
Class B Common  Stock,  par  value  $.01 per  share,  and  10,000,000  shares of
preferred  stock,  par value $.01 per share.  As of August 11, 1997,  34,745,522
shares of Common Stock,  consisting of 7,168,941  shares of Class A Common Stock
and  27,576,581  shares of Class B Common  Stock,  were issued and  outstanding,
1,091,825  shares of Series B Preferred  Stock were issued and  outstanding  and
2,062,000 shares of Series C Preferred Stock will be issued and outstanding.
    


COMMON STOCK

     The rights of the  holders  of the Class A Common  Stock and Class B Common
Stock are substantially identical in all respects,  except for voting rights and
the right of Class B Common  Stock to  convert  into Class A Common  Stock.  The
holders of the Class A Common  Stock are  entitled  to one vote per  share.  The
holders of the Class B Common  Stock are  entitled to ten votes per share except
as described  below. The holders of all classes of Common Stock entitled to vote
will  vote  together  as  a  single  class  on  all  matters  presented  to  the
stockholders  for their vote or  approval  except as  otherwise  required by the
general corporation laws of the State of Maryland ("Maryland General Corporation
Law").  Except for  transfers to a "Permitted  Transferee"  (generally,  related
parties of a Controlling Stockholder),  any transfer of shares of Class B Common
Stock held by any of the Controlling  Stockholders  will cause such shares to be
automatically  converted  to Class A Common  Stock.  In  addition,  if the total
number of shares of Common Stock held by the Controlling  Stockholders  falls to
below 10% of the total number of shares of Common Stock outstanding,  all of the
outstanding  shares of Class B Common Stock  automatically will be classified as
Class A Common Stock. In any merger,  consolidation or business combination, the
consideration  to be  received  per share by the  holders  of the Class A Common
Stock must be  identical  to that  received by the holders of the Class B Common
Stock,  except that in any such  transaction  in which shares of a third party's
common stock are  distributed in exchange for the Company's  Common Stock,  such
shares may differ as to voting  rights to the extent that such voting rights now
differ among the classes of Common Stock.

     The holders of Class A Common Stock and Class B Common Stock will vote as a
single class, with each share of each class entitled to one vote per share, with
respect to any  proposed  (a)  "Going  Private"  transaction;  (b) sale or other
disposition of all or  substantially  all of the Company's  assets;  (c) sale or
transfer  which would cause a fundamental  change in the nature of the Company's
business;  or (d) merger or consolidation of the Company in which the holders of
the Company's  Common Stock will own less than 50% of the Common Stock following
such  transaction.  A "Going Private"  transaction is defined as any "Rule 13e-3
transaction,"  as such  term is  defined  in Rule  13e-3  promulgated  under the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act") between the
Company  and  (i)  the  Controlling  Stockholders,  (ii)  any  affiliate  of the
Controlling   Stockholders,   or  (iii)  any  group  of  which  the  Controlling
Stockholders  are an affiliate or of which the  Controlling  Stockholders  are a
member.  An  "affiliate" is defined as (i) any individual or entity who or that,
directly  or  indirectly,  controls,  is  controlled  by, or is under the common
control of the Controlling Stockholders; (ii) any corporation or


                                       32






organization  (other  than the  Company or a  majority-owned  subsidiary  of the
Company) of which any of the  Controlling  Stockholders is an officer or partner
or is, directly or indirectly,  the beneficial owner of 10% or more of any class
of voting  securities  or in which  any of the  Controlling  Stockholders  has a
substantial  beneficial  interest;  (iii) a voting trust or similar  arrangement
pursuant to which the Controlling Stockholders generally control the vote of the
shares of Common Stock held by or subject to any such trust or arrangement; (iv)
any other  trust or estate in which any of the  Controlling  Stockholders  has a
substantial   beneficial  interest  or  as  to  which  any  of  the  Controlling
Stockholders serves as a trustee or in a similar fiduciary capacity;  or (v) any
relative  or spouse of the  Controlling  Stockholders  or any  relative  of such
spouse who has the same residence as any of the Controlling Stockholders.

     Under  Maryland  General  Corporation  Law, the holders of Common Stock are
entitled  to vote as a separate  class  with  respect  to any  amendment  of the
Amended  Certificate  that would  increase or decrease the  aggregate  number of
authorized  shares of such  class,  increase  or  decrease  the par value of the
shares of such  class,  or modify or change the powers,  preferences  or special
rights of the shares of such class so as to affect such class adversely.

   
     For a discussion of the effects of disproportionate  voting rights upon the
holders of the Class A Common Stock, see "Risk Factors -- Voting Rights; Control
by Controlling Stockholders;  Potential Anti-Takeover Effect of Disproportionate
Voting Rights."

     Stockholders  of the Company have no  preemptive  rights or other rights to
subscribe  for  additional  shares,  except  that the  Class B  Common  Stock is
convertible  into  Class A  Common  Stock  by the  holders  thereof.  Except  as
described  in the prior  sentence,  no shares of any class of Common  Stock have
conversion  rights or are  subject to  redemption.  Subject to the rights of any
outstanding  preferred  stock  which may be  hereafter  classified  and  issued,
holders of Common  Stock are  entitled to receive  dividends,  if any, as may be
declared by the  Company's  Board of Directors  out of funds  legally  available
therefor and to share,  regardless of class, equally on a share-for-share  basis
in any  assets  available  for  distribution  to  stockholders  on  liquidation,
dissolution or winding up of the Company.  Under the Bank Credit Agreement,  the
Existing Indentures, the terms of the Series C Preferred Stock and certain other
debt of the Company,  the Company's ability to declare Common Stock dividends is
restricted.     

EXISTING PREFERRED STOCK

   
     Series B Preferred Stock. As partial  consideration  for the acquisition of
assets  from  River  City,  the  Company  issued  1,150,000  shares  of Series A
Preferred  Stock to River  City which has since been  converted  into  1,150,000
shares of Series B Preferred Stock. Each share of Series B Preferred Stock has a
liquidation  preference  of $100  and,  after  payment  of this  preference,  is
entitled  to share in  distributions  made to  holders  of  shares  of (plus all
accrued and unpaid dividends through the determination  date) Common Stock. Each
holder of a share of Series B Preferred  Stock is entitled to receive the amount
of liquidating  distributions received with respect to approximately 3.64 shares
of Common  Stock  (subject  to  adjustment)  less the amount of the  liquidation
preference. The liquidation preference of Series B Preferred Stock is payable in
preference to Common Stock of the Company,  but may rank equal to or below other
classes of capital  stock of the  Company.  After a "Trigger  Event" (as defined
below),  the Series B  Preferred  Stock  ranks  senior to all classes of capital
stock of the Company as to liquidation  preference,  except that the Company may
issue up to $400 million of capital stock ("Senior Securities"), as to which the
Series B Preferred  Stock will have the same rank. The Series C Preferred  Stock
are Senior Securities.  The Prospectus  Supplement for any Preferred  Securities
sold pursuant to this  Prospectus  that are to be designated  Senior  Securities
will so  indicate.  A Trigger  Event  means  the  termination  of Barry  Baker's
employment  with the Company prior to the  expiration  of the initial  five-year
term of his  employment  agreement  (1) by the Company for any reason other than
for Cause (as defined in the  employment  agreement)  or (2) by Barry Baker upon
the occurrence of certain events described in the employment agreement.     

     The holders of Series B Preferred Stock do not initially receive dividends,
except to the extent that  dividends are paid to the holders of Common Stock.  A
holder  of  shares  of  Series B  Preferred  Stock is  entitled  to share in any
dividends paid to holders of Common Stock, with each share of Series B Preferred
Stock allocated the amount of dividends  allocated to approximately  3.64 shares
of Common


                                       33






Stock (subject to  adjustment).  In addition,  after the occurrence of a Trigger
Event,  holders of shares of Series B Preferred  Stock are entitled to quarterly
dividends  in the amount of $3.75 per share per quarter for the first year,  and
in the amount of $5.00 per share per quarter after the first year. Dividends are
payable  either in cash or in additional  shares of Series B Preferred  Stock at
the rate of $100 per share. Dividends on Series B Preferred Stock are payable in
preference  to the holders of any other class of capital  stock of the  Company,
except for Senior  Securities,  which will rank senior to the Series B Preferred
Stock as to dividends until a Trigger Event,  after which Senior Securities will
have the same rank as Series B Preferred Stock as to dividends.

     The  Company may redeem  shares of Series B  Preferred  Stock for an amount
equal to $100 per  share  plus any  accrued  and  unpaid  dividends  at any time
beginning 180 days after a Trigger  Event,  but holders have the right to retain
their  shares in which case the shares  will  automatically  be  converted  into
shares of Class A Common Stock on the proposed redemption date.

     Each share of Series B Preferred  Stock is entitled to  approximately  3.64
votes  (subject  to  adjustment)  on all matters  with  respect to which Class A
Common Stock has a vote,  and the Series B Preferred  Stock votes  together with
the Class A Common Stock as a single  class,  except that the Series B Preferred
Stock is  entitled  to vote as a separate  class (and  approval of a majority of
such votes is required) on certain matters,  including changes in the authorized
amount of Series B Preferred  Stock and actions  affecting the rights of holders
of Series B Preferred Stock.

     Shares of Series B Preferred  Stock are convertible at any time into shares
of Class A Common Stock, with each share of Series B Preferred Stock convertible
into  approximately  3.64 shares of Class A Common Stock. The conversion rate is
subject to adjustment if the Company  undertakes a stock split,  combination  or
stock  dividend  or  distribution  or if the  Company  issues  Common  Stock  or
securities  convertible into Common Stock at a price less than $27.50 per share.
Shares of Series B  Preferred  Stock  issued as  payment  of  dividends  are not
convertible  into Class A Common Stock and become void at the time of conversion
of a  shareholder's  other  shares of Series B  Preferred  Stock.  All shares of
Series B  Preferred  Stock  remaining  outstanding  on May 31,  2001 (other than
shares issued as a dividend)  automatically convert into Class A Common Stock on
that date.

     Series C  Preferred  Stock.  As of August  11, the  Company  has issued and
outstanding  2,062,000  shares of Series C Preferred  Stock, all of which shares
are held by KDSM, Inc., a wholly-owned  subsidiary of the Company. Each share of
Series C Preferred Stock has a liquidation preference (the "Liquidation Amount")
of $100 plus an amount equal to any accumulated and unpaid dividends (whether or
not earned or declared) to the date of payment.  KDSM, Inc. purchased the Series
C Preferred Stock from the proceeds of $206,200,000  aggregate  principal amount
of 115/8%  Senior  Debentures  due 2009 (the "KDSM Senior  Debentures"),  all of
which are held by  Sinclair  Capital,  a trust all of the common  securities  of
which are held by KDSM, Inc. The obligations of KDSM, Inc. under the KDSM Senior
Debentures are secured by the Series C Preferred  Stock. The Trust purchased the
KDSM Senior Debentures from the proceeds of $200 million  aggregate  liquidation
value of 115/8% High Yield Trust Offered  Preferred  Securities  (the "Preferred
Securities")  plus the proceeds of the issuance to KDSM, Inc. of $6.2 million of
common  securities of the Trust.  Sinclair has guaranteed the obligations  under
the Preferred  Securities,  on a junior subordinated basis in an amount equal to
the lesser of (a) the full  liquidation  preference plus  accumulated and unpaid
dividends  to  which  the  holders  of the  Preferred  Securities  are  lawfully
entitled,  and (b) the amount of the Trust's legally  available assets remaining
after the satisfaction of all claims of other parties which, as a matter of law,
are prior to those of the holders of the Preferred Securities. Sinclair has also
agreed to fully and  unconditionally  guarantee  the  payment of the KDSM Senior
Debentures  on a junior  subordinated  basis if and effective as of the time the
KDSM Senior Debentures are distributed to holders of the Preferred Securities in
certain circumstances.

     The Series C Preferred  Stock has a maturity  date of March 15,  2009,  and
will be mandatorily  redeemable on its maturity  date.  With respect to dividend
rights and rights upon liquidation,  winding-up and dissolution of Sinclair, the
Series C  Preferred  Stock  ranks  senior  to the  Sinclair's  common  stock and
Sinclair's  Series B Preferred Stock except that upon a Trigger Event the Series
C  Preferred  Stock will rank pari passu  with the Series B  Preferred  Stock in
respect  of  dividend  rights  and  rights  upon  liquidation,  dissolution  and
winding-up of Sinclair.


                                       34





     Dividends on the Series C Preferred  Stock are payable  quarterly at a rate
per  annum of 12 5/8% of the  stated  Liquidation  Amount  of $100 per share and
cumulate from March 12, 1997 (the "Issue Date"). Dividends are payable quarterly
in arrears on March 15, June 15, September 15 and December 15 of each year (each
a  "Dividend  Payment  Date") to the  holders  of record on the March 1, June 1,
September 1 and December 1 next preceding each Dividend  Payment Date.  Sinclair
has the right, at any time and from time to time, to defer dividend payments for
up to three consecutive quarters (each a "Dividend Extension Period");  provided
that  Sinclair will be required to pay all dividends due and owing on the Series
C Preferred  Stock at least once every four  quarters and must pay all dividends
due and owing on the Series C Preferred  Stock on March 25, 2009. The remedy for
the  holders of the Series C  Preferred  Stock upon a failure by Sinclair to pay
all  dividends  due and owing  thereon at least once every four quarters (or for
any other breaches under the Series C Preferred Stock) is the right to elect two
directors to Sinclair's board of directors.

     Holders of the Series C  Preferred  Stock do not have any voting  rights in
ordinary  circumstances.  However,  the vote of the  holders  of a  majority  in
aggregate  Liquidation  Amount of outstanding  Series C Preferred Stock (100% in
certain  circumstances)  is  required to approve  any  amendment  to the Amended
Certificate or the Articles Supplementary to the Amended Certificate that govern
the Series C Preferred Stock (the "Series C Articles  Supplementary") that would
adversely affect the powers, preferences or special rights of the holders of the
Series C Preferred Stock or cause the liquidation,  dissolution or winding-up of
Sinclair.  In  addition,  the approval of the holders of a majority in aggregate
Liquidation  Amount of  outstanding  Series C  Preferred  Stock is  required  to
approve the issuance of any preferred  stock by Sinclair  which is senior to the
Series C Preferred Stock in right of payment. In addition,  upon a Voting Rights
Triggering  Event  (which is defined to  include a failure to pay  dividends  as
described above, a failure to make a Change of Control Offer as defined below, a
failure to redeem the Series C Preferred Stock upon maturity and a breach of the
covenants  described below), the holders of a majority in aggregate  Liquidation
Amount of the  outstanding  Series C Preferred Stock have the right to elect two
directors to the board of directors of Sinclair.  KDSM,  Inc.,  as the holder of
the Series C Preferred  Stock,  has agreed not to take or consent to any actions
or waive any rights  under the Series C Preferred  Stock or elect any  directors
without the approval of the holders of the  majority in principal  amount of the
KDSM Senior Debentures.  The Trust, as the holder of the KDSM Senior Debentures,
has in turn agreed that it will not provide such  approval  without the approval
of the holders of a majority in aggregate  Liquidation  Value of the outstanding
Preferred Securities (100% in certain circumstances).

     The Series C Articles  Supplementary contain certain covenants,  including,
but not  limited  to,  covenants  with  respect to the  following  matters:  (i)
limitation  on  indebtedness;  (ii)  limitation on  restricted  payments;  (iii)
limitation on transactions  with affiliates;  (iv) limitation on sale of assets;
(v)  limitation on  unrestricted  subsidiaries;  (vi)  restrictions  on mergers,
consolidations and the transfer of all or substantially all of the assets of the
Company to another person; (vii) provision of financial  statements;  and (viii)
limitation on the issuance of senior preferred stock.  Violation of any of these
covenants  (after a grace  period  in  certain  circumstances)  will be a Voting
Rights Triggering Event.

     Upon a Change of Control of Sinclair (as defined),  Sinclair is required to
make an offer (a "Change  of  Control  Offer") to redeem all or a portion of the
shares of Series C Preferred Stock at 101% of such shares' aggregate Liquidation
Amount,  plus accrued and unpaid  dividends,  if any, to the date of  redemption
unless and for so long as such redemption is prohibited by the terms of the Bank
Credit  Agreement  or the  Existing  Indentures.  If Sinclair  does not make and
consummate  a Change of Control  Offer upon a Change of Control,  the holders of
the Series C Preferred  Stock will have the right to elect two  directors to the
board of directors of Sinclair.

     The  Company  has the option (a) at any time on or after  March 15, 2002 to
redeem the Series C Preferred  Stock, in whole or in part, in cash at redemption
prices declining from 105.813% to 100% (in 2006) of the Liquidation  Amount, and
(b) at any time on or prior to March 15, 2000 to redeem, in whole or in part, up
to 33 1/3% of the aggregate  Liquidation Amount of the Series C Preferred Stock,
with the proceeds of one or more Public Equity Offerings (as defined), at a cash
redemption  price of 111.625% of the  principal  amount  thereof,  plus  accrued
dividends to the date of redemption; provided that after any


                                       35





such  redemption  at least 66 2/3% of the  aggregate  Liquidation  Amount of the
Series C Preferred  Stock  originally  issued remain  outstanding  and that such
redemption be made within 180 days of each such Public Equity Offering.


NEW PREFERRED STOCK

   
     The particular  terms of any series of Preferred  Stock offered hereby will
be  set  forth  in the  Prospectus  Supplement  relating  thereto.  The  rights,
preferences,  privileges and  restrictions,  including  dividend rights,  voting
rights,  terms  of  redemption,  retirement  and  sinking  fund  provisions  and
liquidation  preferences,  if any, of the Preferred Stock of each series offered
hereby will be fixed or designated pursuant to Articles Supplementary adopted by
the Board of Directors or a duly  authorized  committee  thereof.  The terms, if
any,  on which  shares of any  series of  Preferred  Stock  offered  hereby  are
convertible or  exchangeable  into Common Stock or Debt  Securities will also be
set forth in the Prospectus  Supplement relating thereto. Such terms may include
provisions for conversion or exchange,  either  mandatory,  at the option of the
holder,  or at the option of the Company,  in which case the number of shares of
Common Stock to be received by the holders of  Preferred  Stock  offered  hereby
would be  calculated  as of a time and in the  manner  stated in the  applicable
Prospectus  Supplement.  The description of the terms of a particular  series of
Preferred  Stock  offered  hereby  that  will  be set  forth  in the  applicable
Prospectus  Supplement  does not purport to be complete  and is qualified in its
entirety by reference to the Articles Supplementary relating to such series.
    

DEPOSITARY SHARES

     General.  The  Company  may,  at its option,  elect to offer  receipts  for
fractional interests  ("Depositary Shares") in Preferred Stock, rather than full
shares of Preferred Stock. In such event, receipts  ("Depositary  Receipts") for
Depositary  Shares,  each of which will represent a fraction (to be set forth in
the Prospectus Supplement relating to a particular series of Preferred Stock) of
a share of a particular  series of Preferred Stock,  will be issued as described
below.

     The shares of any  series of  Preferred  Stock  represented  by  Depositary
Shares will be deposited  under a Deposit  Agreement  (the "Deposit  Agreement")
between the Company and a depositary  to be named by the Company in a Prospectus
Supplement (the  "Depositary").  Subject to the terms of the Deposit  Agreement,
each  owner  of a  Depositary  Share  will be  entitled,  in  proportion  to the
applicable fraction of a share of Preferred Stock represented by such Depositary
Share,  to all the rights and  preferences  of the Preferred  Stock  represented
thereby (including dividend,  voting,  redemption,  subscription and liquidation
rights).  The following  summary of certain  provisions of the Deposit Agreement
does not  purport to be  complete  and is subject  to, and is  qualified  in its
entirety by reference to, all the provisions of the Deposit Agreement, including
the  definitions  therein  of  certain  terms.  Copies of the  forms of  Deposit
Agreement and Depositary Receipt will be filed as exhibits to or incorporated by
reference into the  Registration  Statement of which this  Prospectus is a part,
and the  following  summary is  qualified  in its  entirety by reference to such
exhibits.

     Dividends and Other Distributions.  The Depositary will distribute all cash
dividends or other cash distributions received in respect of the Preferred Stock
to the record holders of Depositary  Shares  relating to such Preferred Stock in
proportion to the numbers of such Depositary Shares owned by such holders.

     In the event of a  distribution  other than in cash,  the  Depositary  will
distribute property received by it to the record holders of Depositary Shares in
an equitable manner, unless the Depositary determines that it is not feasible to
make such distribution,  in which case the Depositary may sell such property and
distribute  the  net  proceeds  from  such  sale  to such  holders.  The  amount
distributed in any of the foregoing cases may be reduced by any amounts required
to be withheld by the Company or the Depositary on account of taxes.

     Withdrawal of Preferred Stock.  Upon surrender of Depositary  Receipts at a
designated  office  of  the  Depositary,  the  owner  of the  Depositary  Shares
evidenced  thereby  will be entitled to delivery at such office of  certificates
evidencing  Preferred  Stock  (but  only in whole  shares  of  Preferred  Stock)
represented by such Depositary  Shares. If the Depositary  Receipts delivered by
the holder evidence a


                                       36






number of Depositary Shares in excess of the number of whole shares of Preferred
Stock to be withdrawn,  the  Depositary  will deliver to such holder at the same
time a new  Depositary  Receipt  evidencing  such  excess  number of  Depositary
Shares.

     Redemption of Depositary Shares. If a series of Preferred Stock represented
by Depositary  Shares is subject to redemption,  the  Depositary  Shares will be
redeemed  from  the  proceeds  received  by the  Depositary  resulting  from the
redemption,  in whole or in part, of such series of Preferred  Stock held by the
Depositary.  The  redemption  price per  Depositary  Share  will be equal to the
applicable  fraction of the  redemption  price per share payable with respect to
such series of the  Preferred  Stock.  Whenever  the Company  redeems  shares of
Preferred  Stock held by the  Depositary,  the Depositary  will redeem as of the
same  redemption  date the number of Depositary  Shares  representing  shares of
Preferred Stock so redeemed.  If fewer than all the Depositary  Shares are to be
redeemed, the Depositary Shares to be redeemed will be selected by lot, pro rata
or by any other equitable method as may be determined by the Depositary.

     Voting the Preferred Stock.  Upon receipt of notice of any meeting at which
the holders of the Preferred  Stock are entitled to vote,  the  Depositary  will
mail the  information  contained in such notice of meeting to the record holders
of the Depositary Shares relating to such Preferred Stock. Each record holder of
such  Depositary  Shares on the record  date (which will be the same date as the
record date for the Preferred Stock) will be entitled to instruct the Depositary
as to the  exercise  of the  voting  rights  pertaining  to  the  amount  of the
Preferred Stock represented by such holder's  Depositary  Shares. The Depositary
will  endeavor,  insofar  as  practicable,  to vote the  number of shares of the
Preferred Stock  represented by such  Depositary  Shares in accordance with such
instructions, and the Company will agree to take all reasonable action which may
be deemed  necessary by the  Depositary in order to enable the  Depositary to do
so. The Depositary will abstain from voting shares of the Preferred Stock to the
extent it does not receive specific  instructions  from the holder of Depositary
Shares representing such Preferred Stock.

     Amendment and Termination of the Deposit Agreement.  The form of Depositary
Receipt  evidencing  the  Depositary  Shares and any  provision  of the  Deposit
Agreement  may at any time be amended by  agreement  between the Company and the
Depositary.  However,  any amendment which  materially and adversely  alters the
rights of the holders of  Depositary  Shares will not be  effective  unless such
amendment  has  been  approved  by the  holders  of at least a  majority  of the
Depositary Shares then outstanding. The Deposit Agreement will only terminate if
(i) all outstanding  Depositary Shares have been redeemed or (ii) there has been
a final distribution in respect of the Preferred Stock,  including in connection
with  any  liquidation,  dissolution  or  winding  up of the  Company  and  such
distribution has been distributed to the holders of Depositary Receipts.

     Resignation  and Removal of  Depositary.  The  Depositary may resign at any
time by  delivering  to the  Company  notice of its  election  to do so, and the
Company may at any time remove the Depositary,  any such  resignation or removal
to take effect upon the appointment of a successor Depositary and its acceptance
of such appointments. Such successor Depositary must be appointed within 60 days
after  delivery  of the notice of  resignation  or removal and must be a bank or
trust  company  having its  principal  office in the United  States and having a
combined capital and surplus of at least $50,000,000.

     Charges of  Depositary.  The Company  will pay all transfer and other taxes
and  governmental  charges  arising  solely from the existence of the depositary
arrangements.  The Company will pay charges of the Depositary in connection with
the initial deposit of the Preferred Stock and issuance of Depositary  Receipts,
all withdrawals of shares of Preferred Stock by owners of the Depositary  Shares
and any redemption of the Preferred Stock.  Holders of Depositary  Receipts will
pay other  transfer  and other  taxes and  governmental  charges  and such other
charges as they are expressly  provided in the Deposit Agreement to be for their
accounts.

     Miscellaneous.  The Depositary will forward all reports and  communications
from the Company which are delivered to the  Depositary and which the Company is
required or  otherwise  determines  to furnish to the  holders of the  Preferred
Stock.


                                       37






     Neither the  Depositary  nor the Company  will be liable  under the Deposit
Agreement to holders of Depositary Receipts other than for its gross negligence,
willful misconduct or bad faith.  Neither the Company nor the Depositary will be
obligated  to  prosecute  or  defend  any legal  proceeding  in  respect  of any
Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished.
The  Company  and the  Depositary  may rely upon  written  advice of  counsel or
accountants,  or upon information provided by persons presenting Preferred Stock
for deposit,  holders of  Depositary  Receipts or other  persons  believed to be
competent and on documents believed to be genuine.


CERTAIN STATUTORY AND CHARTER PROVISIONS

     The  following  paragraphs  summarize  certain  provisions  of the Maryland
General Corporation Law and the Company's Amended  Certificate and by-laws.  The
summary  does not  purport to be  complete  and  reference  is made to  Maryland
General  Corporation Law and the Company's  Amended  Certificate and By-Laws for
complete information.

     Business Combinations.  Under the Maryland General Corporation Law, certain
"business combinations" (including a merger, consolidation,  share exchange, or,
in certain  circumstances,  an asset transfer or issuance of equity  securities)
between a Maryland  corporation and any person who beneficially owns 10% or more
of the corporation's stock (an "Interested Stockholder") must be (a) recommended
by the  corporation's  board of directors;  and (b) approved by the  affirmative
vote of at least (i) 80% of the  corporation's  outstanding  shares  entitled to
vote and (ii)  two-thirds of the  outstanding  shares entitled to vote which are
not held by the Interested  Stockholder with whom the business combination is to
be effected,  unless,  among other things, the corporation's common stockholders
receive a minimum  price (as defined in the  statute)  for their  shares and the
consideration  is received in cash or in the same form as previously paid by the
Interested Stockholder for his shares. In addition, an Interested Stockholder or
any  affiliate  thereof  may not  engage in a  "business  combination"  with the
corporation  for a period of five (5) years  following  the date he  becomes  an
Interested Stockholder.  These provisions of Maryland law do not apply, however,
to business combinations that are approved or exempted by the board of directors
of a  Maryland  corporation.  It is  anticipated  that  the  Company's  Board of
Directors will exempt from the Maryland  statute any business  combination  with
the Controlling  Stockholders,  any present or future  affiliate or associate of
any of them, or any other person acting in concert or as a group with any of the
foregoing persons.

     Control Share  Acquisitions.  The Maryland General Corporation Law provides
that "control  shares" of a Maryland  corporation  acquired in a "control  share
acquisition"  may  not be  voted  except  to the  extent  approved  by a vote of
two-thirds of the votes  entitled to be cast by  stockholders  excluding  shares
owned  by the  acquirer,  officers  of the  corporation  and  directors  who are
employees of the  corporation.  "Control shares" are shares which, if aggregated
with all other shares previously  acquired which the person is entitled to vote,
would  entitle the  acquirer to vote (i) 20% or more but less than  one-third of
such shares,  (ii) one-third or more but less than a majority of such shares, or
(iii) a majority of the outstanding shares. Control shares do not include shares
the  acquiring  person is  entitled to vote  because  stockholder  approval  has
previously been obtained. A "control share acquisition" means the acquisition of
control shares, subject to certain exceptions.

     A person who has made or proposes to make a control share  acquisition  and
who has obtained a definitive  financing agreement with a responsible  financial
institution  providing  for any amount of  financing  not to be  provided by the
acquiring  person may  compel the  corporation's  board of  directors  to call a
special  meeting of stockholders to be held within 50 days of demand to consider
the  voting  rights of the  shares.  If no request  for a meeting  is made,  the
corporation may itself present the question at any stockholders meeting.

     Subject to certain  conditions and limitations,  the corporation may redeem
any or all of the control  shares,  except  those for which  voting  rights have
previously been approved,  for fair value  determined,  without regard to voting
rights,  as of the date of the last control share  acquisition or of any meeting
of stockholders at which the voting rights of such shares are considered and not
approved.  If voting  rights for control  shares are approved at a  stockholders
meeting and the  acquirer is entitled to vote a majority of the shares  entitled
to vote, all other stockholders may exercise appraisal rights. The fair value of
the


                                       38







shares as determined for purposes of such appraisal  rights may not be less than
the highest price per share paid in the control share  acquisition,  and certain
limitations and restrictions otherwise applicable to the exercise of dissenters'
rights do not apply in the context of a control share acquisition.

     The control share acquisition  statute does not apply to shares acquired in
a merger,  consolidation  or share exchange if the corporation is a party to the
transaction,  or to  acquisitions  approved  or  excepted  by or pursuant to the
articles of incorporation or by-laws of the corporation.

     Effect of Business Combination and Control Share Acquisition Statutes.  The
business  combination  and control  share  acquisition  statutes  could have the
effect of discouraging offers to acquire any such offer.

     Limitation on Liability of Directors and  Officers.  The Company's  Amended
Certificate  provides  that,  to the  fullest  extent  that  limitations  on the
liability of  directors  and  officers  are  permitted  by the Maryland  General
Corporation  Law, no director or officer of the Company shall have any liability
to the Company or its  stockholders for monetary  damages.  The Maryland General
Corporation  Law provides that a  corporation's  charter may include a provision
which  restricts  or limits the  liability  of its  directors or officers to the
corporation or its  stockholders for money damages except (1) to the extent that
it is proved that the person actually  received an improper benefit or profit in
money,  property or services,  for the amount of the benefit or profit in money,
property or services  actually  received or (2) to the extent that a judgment or
other final adjudication  adverse to the person is entered in a proceeding based
on a finding in the proceeding that the person's action,  or failure to act, was
the result of active and deliberate  dishonesty and was material to the cause of
action  adjudicated  in the  proceeding.  In  situations  to which  the  Amended
Certificate  provision  applies,  the  remedies  available  to the  Company or a
stockholder are limited to equitable  remedies such as injunction or rescission.
This provision would not, in the opinion of the  Commission,  eliminate or limit
the liability of directors and officers under the federal securities laws.

     Indemnification. The Company's Amended Certificate and by-laws provide that
the  Company  may  advance  expenses  to its  currently  acting  and its  former
directors to the fullest extent permitted by Maryland  General  Corporation Law,
and that the Company shall indemnify and advance expenses to its officers to the
same extent as its  directors and to such further  extent as is consistent  with
law. The  Maryland  General  Corporation  Law provides  that a  corporation  may
indemnify  any director  made a party to any  proceeding by reason of service in
that  capacity  unless it is  established  that (1) the act or  omission  of the
director was material to the matter  giving rise to the  proceeding  and (a) was
committed  in bad  faith  or  (b)  was  the  result  of  active  and  deliberate
dishonesty,  or (2) the director  actually received an improper personal benefit
in money,  property or services,  or (3) in the case of an criminal  proceeding,
the  director  had  reasonable  cause to believe  that the act or  omission  was
unlawful.  The statute permits Maryland  corporations to indemnify its officers,
employees  or agents to the same  extent as its  directors  and to such  further
extent as is consistent with law.

     The Company has also entered into  indemnification  agreements with certain
officers and  directors  which  provide  that the Company  shall  indemnify  and
advance  expenses to such officers and directors to the fullest extent permitted
by applicable  law in effect on the date of the  agreement,  and to such greater
extent  as  applicable  law  may  thereafter  from  time to  time  permit.  Such
agreements  provide for the advancement of expenses (subject to reimbursement if
it is  ultimately  determined  that the officer or  director is not  entitled to
indemnification) prior to the final disposition of any claim or proceeding.


FOREIGN OWNERSHIP

   
     Under the Amended Certificate and to comply with FCC rules and regulations,
the  Company  is not  permitted  to issue or  transfer  on its  books any of its
capital  stock to or for the account of any Alien (as  defined) if after  giving
effect to such  issuance  or  transfer,  the  capital  stock  held by or for the
account of any alien or Aliens would exceed,  individually  or in the aggregate,
25% of the  Company's  capital  stock at any time  outstanding.  Pursuant to the
Amended Certificate,  the Company will have the right to repurchase  alien-owned
shares at their fair market  value to the extent  necessary,  in the judgment of
the Board of Directors,  to comply with the alien  ownership  restrictions.  Any
issuance or transfer of capital stock in violation of such  prohibition  will be
void and of no force and effect.  The Amended  Certificate also provides that no
Alien or Aliens  shall be entitled  to vote,  direct or control the vote of more
than     


                                       39







25% of the total voting power of all the shares of capital  stock of the Company
outstanding  and  entitled  to vote at any  time and  from  time to  time.  Such
percentage,  however, is 20% in the case of the Company's subsidiaries which are
direct holders of FCC licenses.  In addition,  the Amended Certificate  provides
that no Alien shall be qualified to act as an officer of the Company and no more
than 25% of the total  number of  directors  of the  Company  at any time may be
Aliens.  The Amended  Certificate  further  gives the Board of  Directors of the
Company all power necessary to administer the above provisions.


TRANSFER AGENT AND REGISTRAR

     The Transfer Agent and Registrar for the Company's  Class A Common Stock is
The First  National  Bank of Boston.  The Transfer  Agent and  Registrar for any
Preferred Securities issued pursuant to this Prospectus will be specified in the
applicable Prospectus Supplement.



                             PLAN OF DISTRIBUTION

     The  Securities  offered  hereby may be sold by the  Company or the Selling
Stockholders  on a negotiated  or  competitive  bid basis  through  underwriting
syndicates  represented by managing  underwriters or by  underwriters  without a
syndicate,  dealers or agents designated from time to time, or directly to other
purchasers.  The  distribution of the Securities  offered hereby may be effected
from time to time in one or more transactions at a fixed price or prices,  which
may be  changed,  at market  prices  prevailing  at the time of sale,  at prices
related to such prevailing market prices or at negotiated  prices. To the extent
required,  any Prospectus  Supplement  with respect to the  Securities  will set
forth the method of distribution of the offered Securities,  of the offering and
the proceeds to the Company from the sale thereof,  any underwriting  discounts,
commission and other terms  constituting  compensation to underwriters and other
items of price, and any discounts or concessions allowed or reallowed or paid to
dealers.  Any public offering price and any discounts or concessions  allowed or
reallowed or paid to dealers may be changed from time to time.

     If  underwriters  are utilized,  the Securities  being sold to them will be
acquired by the  underwriters  for their own account and may be resold from time
to time in one or more transactions,  including  negotiated  transactions,  at a
fixed public  offering  price,  or at varying  prices  determined at the time of
sale. The  Securities  may be offered to the public either through  underwriting
syndicates  represented by one or more managing  underwriters or directly by one
or more firms acting as underwriters. To the extent required, the underwriter or
underwriters  with respect to the Securities being offered by the Company or the
Selling Stockholders will be named in the Prospectus Supplement relating to such
offering and, if an underwriting  syndicate is used, the managing underwriter or
underwriters will be set forth on the cover page of such Prospectus  Supplement.
Any underwriting agreement will provide that the obligations of the underwriters
are subject to certain conditions precedent.

     Underwriters  may sell  the  Securities  to or  through  dealers,  and such
dealers  may  receive  compensation  in the form of  discounts,  concessions  or
commissions  from the  underwriters  and/or  commissions from the purchasers for
whom they act as agents.  If a dealer is utilized in the sale of the Securities,
the Company or the Selling  Stockholders  will sell the Securities to the dealer
as principal. The dealer may then resell the Securities to the public at varying
prices  to be  determined  by the  dealer  at the  time of sale.  To the  extent
required,  any dealer involved in the offer or sale of the Securities in respect
of which  this  Prospectus  is  delivered  will be set  forth in the  Prospectus
Supplement.

     The  Securities  may be  sold  directly  by  the  Company  or  the  Selling
Stockholders  or  through  agents  designated  by the  Company  or  the  Selling
Stockholders  from time to time. To the extent  required,  any agent involved in
the offer or sale of the  securities  in  respect of which  this  Prospectus  is
delivered  will be set  forth in the  Prospectus  Supplement.  Unless  otherwise
indicated in the Prospectus Supplement,  any such agent will be acting on a best
efforts  basis for the period of its  appointment.  This  Prospectus  is not the
exclusive means for resales of Class A Common Stock by the Selling  Stockholders
who may,  for  example,  sell  Class A Common  Stock  under  Rule 144  under the
Securities Act.


                                       40







   
     Any  underwriters,  dealers and agents that participate in the distribution
of the Securities may be deemed to be underwriters as the term is defined in the
Securities  Act and any  discounts  or  commissions  received  by them  from the
Company  or the  Selling  Stockholders  and any  profits  on the  resale  of the
Securities by them may be deemed to be  underwriting  discounts and  commissions
under the  Securities  Act.  Underwriters,  dealers and agents may be  entitled,
under  agreements  that may be  entered  into with the  Company  or the  Selling
Stockholders, to indemnification against or to contribution toward certain civil
liabilities,  including liabilities under the Securities Act, or to contribution
with  respect  to  payments  that the  underwriters,  dealers  or agents  may be
required to make in respect of such liabilities.     

     Underwriters,  dealers and agents may engage in other  transactions with or
perform  other  services  for the  Company or the Selling  Stockholders.  To the
extent  required,  any such  relationships  will be set  forth  in a  Prospectus
Supplement.



                                 LEGAL MATTERS

   
     The validity of the securities being offered hereby and certain other legal
matters regarding the securities will be passed upon for the Company by Thomas &
Libowitz,  P.A.,  Baltimore,  Maryland,  counsel to the Company,  and by Wilmer,
Cutler &  Pickering,  Baltimore,  Maryland,  special  securities  counsel to the
Company.  Certain legal matters under the Communications Act of 1934, as amended
and the rules and regulations  promulgated  thereunder by the FCC will be passed
upon  for the  Company  by  Fisher  Wayland  Cooper  Leader &  Zaragoza  L.L.P.,
Washington.  D.C. Basil A. Thomas,  a director of the Company,  is of counsel to
Thomas & Libowitz, P.A.     



                                    EXPERTS

   
     The  Consolidated  Financial  Statements and schedules of the Company as of
December  31, 1995 and 1996 and for each of the years ended  December  31, 1994,
1995 and 1996, incorporated by reference in this Prospectus and elsewhere in the
Registration  Statement  have been audited by Arthur  Andersen LLP,  independent
public accountants,  as indicated in their reports with respect thereto, and are
incorporated  herein in reliance  upon the  authority of said firm as experts in
giving said reports.     

     The consolidated  financial statements of River City Broadcasting,  L.P. as
of December 31, 1995 and 1994 and for each of the years in the three-year period
ended December 31, 1995 have been  incorporated  by reference  herein and in the
registration  statement  in reliance  upon the report of KPMG Peat  Marwick LLP,
independent certified public accountants,  incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

     The financial statements of Paramount Stations Group of Kerrville,  Inc. as
of December 31, 1994 and August 3, 1995 and for the year ended December 31, 1994
and the period from  January 1, 1995  through  August 3, 1995,  incorporated  by
reference in this  Prospectus and elsewhere in the  registration  statement have
been  audited  by  Arthur  Andersen  LLP,  independent  public  accountants,  as
indicated in their reports with respect thereto,  and are incorporated herein in
reliance upon the authority of said firm as experts in giving said reports.

     The financial  statements of KRRT, Inc. as of December 31, 1995 and for the
period from July 25, 1995 through  December 31, 1995,  incorporated by reference
in this Prospectus and elsewhere in the registration statement have been audited
by Arthur Andersen LLP,  independent public  accountants,  as indicated in their
reports with respect thereto,  and are incorporated  herein in reliance upon the
authority of said firm as experts in giving said reports.

     The consolidated  financial  statements of Superior  Communications  Group,
Inc. at December 31, 1995 and 1994,  and for each of the two years in the period
ended  December 31, 1995,  incorporated  by  reference  in this  Prospectus  and
Registration  Statement  have been  audited  by Ernst & Young  LLP,  independent
auditors, as set forth in their report thereon incorporated by reference herein,
and are included in reliance  upon such report given upon the  authority of such
firm as experts in accounting and auditing.


                                       41







     The financial statements of Flint TV, Inc. as of December 31, 1994 and 1995
and for each of the years  ended  December  31, 1994 and 1995,  incorporated  by
reference in this Prospectus and elsewhere in this  registration  statement have
been audited by Arthur Andersen LLP,  independent public accountants,  as stated
in their reports with respect thereto,  and are incorporated  herein in reliance
on the authority of said firm as experts in giving said reports.

     The  financial  statements  of Kansas  City TV 62 Limited  Partnership  and
Cincinnati TV 64 Limited  Partnership  as of and for the year ended December 31,
1995,  incorporated by reference in this Prospectus by reference to the Form 8-K
of Sinclair  Broadcast  Group,  Inc. dated May 9, 1996 (filed May 17, 1996) have
been so  incorporated  in  reliance  on the  report  of  Price  Waterhouse  LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.

   
     The financial  statements of Heritage Media Services,  Inc. -- Broadcasting
Segment  as of and for  the  year  ended  December  31,  1996,  incorporated  by
reference in this Prospectus and elsewhere in this  registration  statement have
been audited by Arthur Andersen LLP,  independent public accountants,  as stated
in their reports with respect thereto,  and are incorporated  herein in reliance
on the authority of said firm as experts in giving said reports.
    


                                       42


   
                  SUBJECT TO COMPLETION DATED AUGUST 26, 1997

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST  , 1997)

                                5,300,000 SHARES

                                      SBG
                            SINCLAIR BROADCAST GROUP

                              CLASS A COMMON STOCK
                           (PAR VALUE $.01 PER SHARE)
                                  -----------

     Of the 5,300,000  shares of Class A Common Stock,  par value $.01 per share
(the "Class A Common Stock"),  of Sinclair Broadcast Group, Inc.  ("Sinclair" or
the "Company") offered hereby, 4,000,000 shares are being offered by the Company
(the "Common Stock Offering" or the  "Offering") and 1,300,000  shares are being
offered by certain stockholders of the Company (the "Selling Stockholders"). See
"Selling  Stockholders."  The Company will receive no proceeds  from the sale of
shares by the Selling Stockholders. Concurrently with the Common Stock Offering,
the  Company is  offering  to sell  3,000,000  shares of its Series D  Preferred
Stock, par value $.01 per share (the "Convertible  Exchangeable Preferred Stock"
and the  offering of such  securities,  the  "Preferred  Stock  Offering").  The
Convertible  Exchangeable  Preferred  Stock will have an  aggregate  liquidation
value  of  $150  million.   See   "Prospectus   Supplement   Summary  --  Recent
Developments."  The completion of the Common Stock  Offering is not  conditioned
upon the completion of the Preferred Stock Offering. The Class A Common Stock is
traded on the Nasdaq  National  Market System under the symbol "SBGI." On August
21, 1997,  the last  reported sale price of the Class A Common Stock as reported
by Nasdaq was $36 per share.

     The  Company's  outstanding  capital  stock  consists  of shares of Class A
Common  Stock,  shares  of  Class  B Common Stock, par value $.01 per share (the
"Class  B Common Stock"), shares of Series B Preferred Stock, par value $.01 per
share  (the  "Series B Preferred Stock") and shares of Series C Preferred Stock,
par  value  $.01  per  share (the "Series C Preferred Stock"). The rights of the
Class  A  Common  Stock  and the Class B Common Stock (collectively, the "Common
Stock")  are  identical, except that each share of Class A Common Stock entitles
the  holder  thereof to one vote in respect of matters submitted for the vote of
holders  of  Common  Stock,  whereas each share of Class B Common Stock entitles
the   holder   thereof  to  one  vote  on  "going  private"  and  certain  other
transactions  and  to  ten votes on other matters. Immediately after the sale of
all  shares  covered by this Prospectus Supplement, the Controlling Stockholders
(as  defined in the accompanying Prospectus) will have the power to vote 100% of
the  outstanding  shares of Class B Common Stock representing, together with the
Class  A  Common Stock held by the Controlling Stockholders, approximately 94.1%
of  the  aggregate  voting  power  of  the  Company's capital stock, assuming no
exercise  of  the  Underwriters'  over-allotment  option.  Each share of Class B
Common  Stock converts automatically into one share of Class A Common Stock upon
sale  or other transfer to a party other than a Permitted Transferee (generally,
related  parties of a Controlling Stockholder). Each share of Series B Preferred
Stock  has  a liquidation preference of $100, is convertible into 3.64 shares of
Class  A Common Stock (subject to adjustment), and has 3.64 votes on all matters
on  which  holders of shares of Common Stock have a vote. Except as described in
the  accompanying  Prospectus,  the  Series  C  Preferred Stock does not and the
Convertible  Exchangeable  Preferred  Stock  will  not  have  rights  to vote on
matters  on  which  holders of shares of Common Stock have a vote. Each share of
Convertible  Exchangeable  Preferred  Stock  to be issued in the Preferred Stock
Offering  will  be  convertible  at any time at the option of the holder thereof
into  shares  of  Class A Common Stock at an initial conversion price of $   per
share  of  Class  A  Common  Stock  (subject to adjustment). See "Description of
Capital Stock" in the accompanying Prospectus.

                                 -----------


     SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE ACCOMPANYING PROSPECTUS FOR A
DISCUSSION  OF  CERTAIN   FACTORS  THAT  SHOULD  BE  CONSIDERED  BY  PROSPECTIVE
PURCHASERS OF THE CLASS A COMMON STOCK OFFERED HEREBY.

                                   -----------

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ATTACHED PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



=====================================================================================================
              PRICE TO       UNDERWRITING DISCOUNTS      PROCEEDS TO              PROCEEDS TO
              THE PUBLIC      AND COMMISSIONS (1)       THE COMPANY (2)     THE SELLING STOCKHOLDERS
- -----------------------------------------------------------------------------------------------------
                                                                
Per Share         $                    $                      $                        $
Total(3)         $                    $                      $                        $
=====================================================================================================


(1)  The Company  and the Selling  Stockholders  have  agreed to  indemnify  the
     Underwriters against certain liabilities,  including  liabilities under the
     Securities Act of 1933, as amended. See "Underwriting."

(2)  Before deducting  expenses of the Offering payable by the Company estimated
     at $800,000.

(3)  The Company and certain Selling  Stockholders have granted the Underwriters
     a 30-day option to purchase up to an additional 345,000 and 450,000 shares,
     respectively,  of Class A Common Stock on the same terms as set forth above
     solely to cover  over-allotments,  if any. If all such  795,000  shares are
     purchased,  the  total  Price to the  Public,  Underwriting  Discounts  and
     Commissions,   Proceeds  to  the  Company  and   Proceeds  to  the  Selling
     Stockholders will be $ , $ ,$ and $ , respectively. See "Underwriting." The
     Company  will not  receive any of the  proceeds  from the sale of shares of
     Class A Common Stock by Selling Stockholders pursuant to the over-allotment
     option.

                                  -----------

The   shares  of  Class  A  Common  Stock  are  being  offered  by  the  several
Underwriters  named  herein,  subject to prior sale, when, as and if accepted by
them  and  subject  to  certain conditions. It is expected that certificates for
the  Class  A  Common Stock will be available for delivery on or about   , 1997,
at  the  offices  of Smith Barney Inc., 333 West 34th Street, New York, New York
10001.

                                  -----------

SMITH BARNEY INC.
           ALEX. BROWN & SONS
             INCORPORATED
                      CREDIT SUISSE FIRST BOSTON
                                   SALOMON BROTHERS INC
                                                CHASE SECURITIES, INC.
                                                                     FURMAN SELZ
August  , 1997

Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration   statement  has  been  filed  with  the  Securities  and  Exchange
Commission.  These  securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.  This prospectus
supplement and the attached  prospectus shall not constitute an offer to sell or
the  solicitation  of an  offer  to buy nor  shall  there  be any  sale of these
securities  in any State in which  such  offer,  solicitation  or sale  would be
unlawful prior to registration or qualification under the securities laws of any
such State. 






































                                  [insert map]

TELEVISION  AND  RADIO  STATIONS  (I)  OWNED  AND  OPERATED BY THE COMPANY, (II)
           PROGRAMMED BY THE COMPANY PURSUANT TO LMAS, (III) PROVIDED
SELLING  SERVICES  PURSUANT  TO JSAS, (IV) SUBJECT TO OPTIONS TO ACQUIRE AND (V)
                  UNDER AGREEMENTS TO BE ACQUIRED, INCLUDING
AGREEMENTS  TO  ACQUIRE  RIGHTS TO PROGRAM STATIONS PURSUANT TO LMAS, ALL AS SET
                      FORTH UNDER "BUSINESS OF SINCLAIR."



Certain persons  participating in this offering may engage in transactions  that
stabilize,  maintain,  or  otherwise  affect the price of Class A Common  Stock,
including overallotment, entering stabilizing bids, effecting syndicate covering
transactions and imposing  penalty bids. For a description of those  activities,
see "Underwriting." 








                         PROSPECTUS SUPPLEMENT SUMMARY


     The following  summary should be read in conjunction with the more detailed
information,  financial  statements and notes thereto appearing  elsewhere in or
incorporated by reference into this Prospectus  Supplement and the  accompanying
Prospectus.  Unless the context requires otherwise,  this Prospectus  Supplement
and the  Prospectus  assume  no  exercise  of the  Underwriters'  over-allotment
option. Unless the context otherwise indicates, as used herein, the "Company" or
"Sinclair"  means  Sinclair  Broadcast  Group,  Inc. and its direct and indirect
wholly owned subsidiaries (collectively, the "Subsidiaries").  Capitalized terms
used in this Prospectus Supplement have the meaning set forth in the Glossary of
Defined Terms, which appears at the end of this Prospectus Supplement.



                                  THE COMPANY


     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has pending  acquisitions of four  additional  television
stations,  and has pending  acquisitions of the rights to provide programming to
two additional  television stations.  The Company believes it is also one of the
top 20 radio groups in the United  States,  when measured by the total number of
radio  stations  owned,  programmed  or with which the  Company  has Joint Sales
Agreements  (JSAs).  The  Company  owns or provides  sales  services to 27 radio
stations,  has  pending  acquisitions  of 24 radio  stations  and has options to
acquire an additional seven radio stations.

     The 29  television  stations the Company owns or programs  pursuant to LMAs
are located in 21 geographically diverse markets, with 23 of the stations in the
top 51 television DMAs in the United States.  The Company's  television  station
group is diverse in network  affiliation with ten stations  affiliated with Fox,
12 with UPN, three with WB, two with ABC and one with CBS. One station  operates
as an  independent.  The Company has recently  entered into an agreement with WB
pursuant to which seven of its stations  would switch  affiliations  to, and one
independent station would become affiliated with, WB.

     The Company's  radio station  group is also  geographically  diverse with a
variety of  programming  formats  including  country,  urban,  news/talk/sports,
progressive rock and adult contemporary. Of the 27 stations owned, programmed or
with which the Company has a JSA, 12  broadcast  on the AM band and 15 on the FM
band. The Company owns, programs or has a JSA with from two to eight stations in
all but one of the eight radio markets it serves.

     The Company has undergone rapid and  significant  growth over the course of
the last six years. Since 1991, the Company has increased the number of stations
it owns or provides services to from three television  stations to 29 television
stations and 27 radio  stations.  From 1991 to 1996, net broadcast  revenues and
Adjusted  EBITDA (as  defined  herein)  increased  from $39.7  million to $346.5
million, and from $15.5 million to $180.3 million,  respectively.  Pro forma for
the acquisitions completed in 1996 and the Heritage Acquisition described below,
1996 net broadcast  revenues and Adjusted  EBITDA would have been $532.4 million
and $246.3 million, respectively.


                               COMPANY STRATEGY

     The Company's  operating  strategy is to (i) attract audience share through
the acquisition and broadcasting of popular programming,  children's  television
programming,  counter-programming,  local news programming in selected DMAs, and
popular  sporting  events in selected  DMAs;  (ii)  increase its share of market
revenues through  innovative  sales and marketing  efforts;  (iii)  aggressively
control  programming  and other  operating  costs;  (iv) attract and retain high
quality management;  (v) expand its stations'  involvement in their communities;
and (vi) establish additional television LMAs and increase the size of its radio
clusters. 


                                      S-3



     The  Company's  LMA  arrangements  in  markets  where  it  already  owns  a
television  station are a major  factor in enabling  the Company to increase its
revenues and improve operating margins.  These LMAs have also helped the Company
to manage its  programming  inventory  effectively  and increase  the  Company's
broadcast revenues in those markets. In addition,  the Company believes that its
LMA  arrangements  have assisted  certain  television  and radio  stations whose
operations  may have been  marginally  profitable  to  continue  to air  popular
programming  and  contribute  to  programming   diversity  in  their  respective
television DMAs and radio MSAs.

     The Company intends to continue to pursue  acquisitions in order to build a
larger  and  more  diversified   broadcasting   company.   In  implementing  its
acquisition strategy, the Company routinely reviews and conducts  investigations
of  potential  television  and  radio  station  acquisitions.  When the  Company
believes  a  favorable  opportunity  exists,  the  Company  seeks to enter  into
discussions  with the owners of such stations  regarding the  possibility  of an
acquisition by the Company. At any given time, the Company may be in discussions
with one or more such station owners.  In addition,  the Company intends to seek
and may take advantage of favorable opportunities to sell or swap television and
radio stations.  See "Business of Sinclair -- Broadcast  Acquisition  Strategy."


                              RECENT DEVELOPMENTS


AGREEMENT WITH THE WB NETWORK

     On July 4, 1997,  the Company  entered into an  agreement  with WB (the "WB
Agreement"),  pursuant  to  which  the  Company  agreed  that  certain  stations
currently affiliated with UPN would terminate their affiliations with UPN at the
end of the  current  affiliation  term in  January  1998,  and would  enter into
affiliation  agreements  with WB  effective  as of that date.  The  Company  has
advised UPN that the following stations owned or provided  programming  services
by the Company  will not renew their  affiliation  agreements  with UPN when the
current   agreements   expire  on  January  15,   1998:   WPTT-TV,   Pittsburgh,
Pennsylvania,  WNUV-TV, Baltimore, Maryland. WSTR-TV, Cincinnati, Ohio, KRRT-TV,
San Antonio,  Texas, and KOCB-TV,  Oklahoma City, Oklahoma.  These stations will
enter into  ten-year  affiliation  agreements  with WB  beginning on January 16,
1998.  Pursuant to the WB Agreement,  the WB affiliation  agreements of WVTV-TV,
Milwaukee,  Wisconsin,  and WTTO-TV,  Birmingham,  Alabama (whose programming is
simulcasted on WDBB-TV, Tuscaloosa,  Alabama), have been extended to January 16,
2008. In addition, WFBC-TV in Greenville,  South Carolina will become affiliated
with WB on November 1, 1999, when WB's current  affiliation with another station
in that market expires.  WTVZ-TV,  Norfolk, Virginia and WLFL-TV, Raleigh, North
Carolina,  will  become  affiliated  with WB when  their  affiliations  with Fox
expire. These Fox affiliations are scheduled to expire on August 31, 1998. Under
the terms of the WB  Agreement,  WB has agreed to pay the  Company  $64  million
aggregate  amount in monthly  installments  during the eight years commencing on
January 16, 1998 in consideration for entering into affiliation  agreements with
WB. In addition, WB will be obligated to pay an additional $10 million aggregate
amount in monthly  installments in each of the following two years provided that
WB is in the business of supplying  programming  as a television  network during
each of those years.

     In August 1997,  UPN filed an action in Los Angeles  Superior Court against
the Company,  seeking  declaratory  relief and specific  performance  or, in the
alternative,  unspecified  damages and alleging that neither the Company nor its
affiliates  provided  proper notice of their intention not to extend the current
UPN affiliations  beyond January 15, 1998.  Certain  subsidiaries of the Company
have filed an action in the Circuit Court for Baltimore City seeking declaratory
relief that their notice was effective to terminate the  affiliations on January
15, 1998. See "Risk Factors -- Certain  Network  Affiliation  Agreements" in the
accompanying  Prospectus and "Business of Sinclair -- Legal Proceedings" herein.



                                      S-4







HERITAGE ACQUISITION


     On July 16,  1997,  the Company  entered  into  agreements  (the  "Heritage
Acquisition  Agreements")  with The News  Corporation  Limited,  Heritage  Media
Group,   Inc.   and  certain   subsidiaries   of  Heritage   Media   Corporation
(collectively,  "Heritage"),  pursuant  to which the  Company  agreed to acquire
certain  television  and radio assets of such  subsidiaries.  Under the Heritage
Acquisition Agreements,  the Company will acquire the assets of, or the right to
program  pursuant to LMAs,  six  television  stations  in three  markets and the
assets of 24 radio stations in seven markets (the "Heritage  Acquisition").  The
television stations serve the following markets:  Charleston/  Huntington,  West
Virginia;   Mobile,   Alabama/Pensacola,   Florida;  and  Burlington,   Vermont/
Plattsburgh,  New York.  The radio  stations  serve the following  markets:  St.
Louis, Missouri; Portland, Oregon; Kansas City, Missouri; Milwaukee,  Wisconsin;
Norfolk,  Virginia;  New  Orleans,  Louisiana;  and  Rochester,  New  York.  The
aggregate  purchase  price for the  assets is $630  million  payable  in cash at
closing,  less a deposit of $63 million paid at the time of signing the Heritage
Acquisition Agreements. The Heritage Acquisition Agreements also provide for the
acquisition of the assets of a television  station in Oklahoma  City,  Oklahoma;
the  Company is required by the  agreements  to dispose of its  interest in that
station,  and the  Company  has  entered  into a letter  of  intent to sell that
station for $60 million in cash.  The  Company  intends to finance the  purchase
price from some  combination of the proceeds of the Common Stock  Offering,  the
proceeds of the Preferred  Stock  Offering,  funds available under the Company's
Bank Credit  Agreement (as defined  herein),  and the anticipated $60 million in
proceeds from the sale of the  Company's  interest in the Oklahoma City station.
Closing of the Heritage  Acquisition is conditioned on, among other things,  FCC
approval  and  the  expiration  of  the  applicable  waiting  period  under  the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.



PREFERRED STOCK OFFERING


     Concurrently  with the offering of shares of Class A Common Stock  pursuant
to this Prospectus Supplement, the Company plans to offer in the Preferred Stock
Offering $150 million aggregate  liquidation amount of Convertible  Exchangeable
Preferred  Stock.  The  Convertible  Exchangeable  Preferred  Stock  will have a
liquidation  preference of $50 per share and a stated  annual  dividend of $ per
share payable  quarterly out of legally  available funds and will be convertible
into shares of Class A Common  Stock at the option of the  holders  thereof at a
conversion  price  of $  per  share,  subject  to  adjustment.  The  Convertible
Exchangeable  Preferred Stock will be exchangeable at the option of the Company,
for % Convertible  Subordinated Debentures of the Company, due 2012, and will be
redeemable  at the option of the Company on or after , 2000 at specified  prices
plus accrued dividends. Except as described herein, the Convertible Exchangeable
Preferred  Stock  will not have  rights to vote on  matters  on which  shares of
Common Stock have a vote,  prior to their  conversion into Class A Common Stock.
The  sale of  shares  of  Class  A  Common  Stock  pursuant  to this  Prospectus
Supplement is not contingent on the completion of the Preferred  Stock Offering.
See "Use of Proceeds." 


                                      S-5



                                 THE OFFERING


CLASS A COMMON STOCK OFFERED:
  Company ..................  4,000,000 shares
  Selling Stockholders......  1,300,000 shares
    Total ..................  5,300,000 shares(a)

COMMON STOCK TO BE OUTSTAND-
 ING AFTER  THE  OFFERING     12,531,566  shares  of Class A Common Stock(a)(b)
                              26,224,581 shares of  Class B Common Stock(b)
                              ----------
                              38,756,147 total shares of Common Stock(a)

USE  OF  PROCEEDS  .........  The net  proceeds to the Company from the Offering
                              will be used to repay certain amounts  outstanding
                              under  the  revolving  credit  facility  under the
                              Company's Bank Credit Agreement with the remainder
                              retained for general corporate  purposes including
                              funding  the   Heritage   Acquisition,   which  is
                              anticipated to close in the first quarter of 1998,
                              and other  acquisitions  if suitable  acquisitions
                              can be identified on acceptable terms. See "Use of
                              Proceeds."

VOTING  RIGHTS  ...........   The holders of the Class A Common Stock, the Class
                              B Common  Stock and the Series B  Preferred  Stock
                              vote  together as a single class (except as may be
                              otherwise required by Maryland law) on all matters
                              submitted  to a vote of  stockholders,  with  each
                              share  of  Class A Common  Stock  entitled  to one
                              vote,  each share of Class B Common Stock entitled
                              to one vote on "going  private" and certain  other
                              transactions and to ten votes on all other matters
                              and  each  share  of  Series  B  Preferred   Stock
                              entitled to 3.64 votes  (subject  to  adjustment).
                              The  holders of Series C  Preferred  Stock and the
                              Convertible  Exchangeable  Preferred  Stock  to be
                              issued in the  Preferred  Stock  Offering  are not
                              entitled to vote on matters submitted to a vote of
                              stockholders  except on matters that may adversely
                              affect  their  rights and except  that  holders of
                              each  such  series  have the  right  to elect  two
                              directors of the Company in certain circumstances.
                              See "Description of Capital Stock --
- ----------
(a)  Excludes up to 345,000 and 450,000  shares of Class A Common Stock that may
     be  sold  by  the  Company   and  certain  of  the  Selling   Stockholders,
     respectively,  upon exercise of the  over-allotment  option  granted to the
     Underwriters. See "Underwriting." Also excludes 3,963,611 shares of Class A
     Common  Stock  that may be  issued  upon  conversion  of shares of Series B
     Preferred Stock  outstanding  after the Offering and up to 2,641,673 shares
     of Class A Common Stock  reserved for  issuance  pursuant to the  Company's
     Incentive Stock Option Plan, the Company's  Designated  Participants  Stock
     Option Plan and the  Company's  Long-Term  Incentive  Plan.  Also  excludes
     shares of Class A Common Stock that may be issued upon conversion of shares
     of Convertible  Exchangeable  Preferred Stock to be issued in the Preferred
     Stock Offering (based on the conversion price on the date of issuance).

(b)  The  number  of shares  of Class A Common  Stock  and Class B Common  Stock
     outstanding  after the  Offering  assumes that the sale of shares of Common
     Stock by the Selling  Stockholders in the Offering will include the sale of
     14,000  shares of Class A Common Stock and the sale of 1,286,000  shares of
     Class B Common  Stock  and the  conversion  of such  shares  upon sale into
     1,286,000 shares of Class A Common Stock.



                                      S-6




                              Preferred  Stock" in the  accompanying  Prospectus
                              and "-- Recent Developments," above. Each share of
                              Class B Common Stock converts  automatically  into
                              one share of Class A Common Stock upon the sale or
                              other  transfer  of such  share  of Class B Common
                              Stock to a person or entity other than a Permitted
                              Transferee   (generally,   related  parties  of  a
                              Controlling   Stockholder   (as   defined  in  the
                              accompanying Prospectus)).  Each share of Series B
                              Preferred  Stock may be converted at any time,  at
                              the option of the holder thereof, into 3.64 shares
                              of Class A Common Stock  (subject to  adjustment).
                              Each class of Common Stock otherwise has identical
                              rights.   After  giving  effect  to  the  Offering
                              contemplated  hereby,  approximately  94.1% of the
                              total  voting  power of the  capital  stock of the
                              Company   will  be   owned   by  the   Controlling
                              Stockholders.  See "Risk Factors -- Voting Rights;
                              Control  by  Controlling  Stockholders;  Potential
                              Anti-Takeover  Effect of  Disproportionate  Voting
                              Rights" in the accompanying Prospectus.

NASDAQ NATIONAL MARKET SYSTEM
 SYMBOL.....................  SBGI

DIVIDEND  POLICY............  The Company  generally  has not paid a dividend on
                              its  Common  Stock and does not expect to pay cash
                              dividends on its Common  Stock in the  foreseeable
                              future.   The   Company's   ability  to  pay  cash
                              dividends in the future is subject to  limitations
                              and   prohibitions   contained   in  certain  debt
                              instruments to which the Company is a party.



                                      S-7



SINCLAIR  BROADCAST GROUP, INC. -- SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED
                                FINANCIAL DATA
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

     The  summary  historical  consolidated  financial  data for the years ended
December  31,  1992,  1993,  1994,  1995 and 1996  have  been  derived  from the
Company's audited Consolidated Financial Statements (the "Consolidated Financial
Statements"). The Consolidated Financial Statements for the years ended December
31,  1994,  1995 and 1996 are  incorporated  herein by  reference.  The  summary
historical  consolidated  financial  data for the six months ended June 30, 1996
and 1997 and as of June 30, 1996 and 1997 are  unaudited,  but in the opinion of
management,  such  financial  data have been  prepared  on the same basis as the
Consolidated  Financial Statements  incorporated herein by reference and include
all adjustments,  consisting only of normal recurring adjustments, necessary for
a fair presentation of the financial position and results of operations for that
period.  Results  for the six  months  ended  June  30,  1996  and  1997 are not
necessarily  indicative  of the results  for a full year.  The summary pro forma
statement  of  operations  data and other data of the  Company  reflect the 1996
Acquisitions  (as defined in "Business of Sinclair --  Broadcasting  Acquisition
Strategy"), the Heritage Acquisition, and the application of the proceeds of the
issuance  of  $200,000,000  in  principal  amount  of the  Company's  9%  Senior
Subordinated Notes due 2007 (the "1997 Notes") issued on July 2, 1997 (the "Debt
Issuance"),  the issuance of $200,000,000 in liquidation amount of the Company's
115/8% High Yield Trust Offered  Preferred  Securities (the "HYTOPS")  issued on
March 14,  1997 (the  "HYTOPS  Issuance"),  and the Common and  Preferred  Stock
Offerings and the application of the proceeds  therefrom as set forth in "Use of
Proceeds" as though they occurred at the beginning of the periods  presented and
are derived from the pro forma consolidated  financial statements of the Company
included  elsewhere in this Prospectus  Supplement.  See "Pro Forma Consolidated
Financial  Information  of Sinclair."  The  information  below should be read in
conjunction with  "Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations  of  Sinclair"   included   herein  and  Sinclair's
Consolidated  Financial  Statements,  Sinclair's  Annual Report on Form 10-K (as
amended) for the period ended December 31, 1996 and Sinclair's  Quarterly Report
on Form  10-Q  for the  period  ended  June  30,  1997  incorporated  herein  by
reference.  Included  elsewhere in this Prospectus  Supplement under the heading
"Pro  Forma  Consolidated  Financial  Information  of  Sinclair"  are pro  forma
financial statements for the six months ended June 30, 1997.



                                                                            YEARS ENDED DECEMBER 31,
                                                        ----------------------------------------------------------------
                                                           1992         1993       1994(A)      1995(A)      1996(A)
                                                        ------------ ------------ ----------- ------------ -------------
                                                                                            
STATEMENT OF OPERATIONS DATA:
 Net broadcast revenues(c)  ...........................  $ 61,081     $ 69,532     $118,611    $187,934     $ 346,459
 Barter revenues   ....................................     8,805        6,892       10,743      18,200        32,029
                                                         --------     --------     --------    --------     ---------
 Total revenues .......................................    69,886       76,424      129,354     206,134       378,488
                                                         --------     --------     --------    --------     ---------
 Operating expenses, excluding depreciation and amor-
 tization, deferred compensation and special bonuses
 paid to executive officers ...........................    32,993       32,295       50,545      80,446       167,765
 Depreciation and amortization(d)    ..................    30,943       22,486       55,587      80,410       121,081
 Amortization of deferred compensation  ...............        --           --           --          --           739
 Special bonuses paid to executive officers   .........        --       10,000        3,638          --            --
                                                         --------     --------     --------    --------     ---------
 Broadcast operating income ...........................     5,950       11,643       19,584      45,278        88,903
                                                         --------     --------     --------    --------     ---------
 Interest and amortization of debt discount expense ...    12,997       12,852       25,418      39,253        84,314
 Interest and other income  ...........................     1,207        2,131        2,447       4,163         3,478
 Subsidiary trust minority interest expense(e)   ......        --           --           --          --            --
                                                         --------     --------     --------    --------     ---------
 Income (loss) before (provision) benefit for income
 taxes and extraordinary item  ........................  $ (5,840)    $    922     $ (3,387)   $ 10,188     $   8,067
                                                         ========     ========     ========    ========     =========
 Net income (loss) available to common sharehold-
 ers                                                     $ (4,651)    $ (7,945)    $ (2,740)   $     76     $   1,131
                                                         ========     ========     ========    ========     =========
 Earnings (loss) per common share:
 Net income (loss) before extraordinary item  .........  $  (0.16)    $     --     $  (0.09)   $   0.15     $    0.03
 Extraordinary item   .................................        --        (0.27)          --       (0.15)           --
                                                         --------     --------     --------    --------     ---------
 Net income (loss) per common share  ..................  $  (0.16)    $  (0.27)    $  (0.09)   $     --     $    0.03
                                                         ========     ========     ========    ========     =========
 Weighted average shares outstanding (in thousands)        29,000       29,000       29,000      32,205        37,381
                                                         ========     ========     ========    ========     =========
OTHER DATA:
 Broadcast cash flow(f)  ..............................  $ 28,019     $ 37,498     $ 67,519    $111,124     $ 189,216
 Broadcast cash flow margin(g)    .....................      45.9%        53.9%        56.9%       59.1%         54.6%
 Adjusted EBITDA(h)   .................................  $ 26,466     $ 35,406     $ 64,547    $105,750     $ 180,272
 Adjusted EBITDA margin(g)  ...........................      43.3%        50.9%        54.4%       56.3%         52.0%
 After tax cash flow(i)  ..............................  $  9,398     $     43     $ 21,310    $ 46,376     $  74,441
 After tax cash flow margin(g) ........................      15.4%          --%        18.0%       24.7%         21.5%
 Program contract payments  ...........................  $ 10,427     $  8,723     $ 14,262    $ 19,938     $  30,451
 Capital expenditures .................................       426          528        2,352       1,702        12,609
 Corporate overhead expense ...........................     1,553        2,092        2,972       5,374         8,944



                                                                                          DEBT AND
                                                                                     HYTOPS ISSUANCES,
                                                             SIX MONTHS ENDED      1996 ACQUISITIONS AND
                                                                 JUNE 30,           HERITAGE ACQUISITION
                                                        -------------------------- -----------------------
                                                                                    PRO FORMA YEAR ENDED
                                                          1996(A)       1997(A)      DECEMBER 31, 1996(B)
                                                        ------------- ------------ -----------------------
                                                               (UNAUDITED)
                                                                          
STATEMENT OF OPERATIONS DATA:
 Net broadcast revenues(c)  ...........................  $ 117,339     $219,701          $ 532,357
 Barter revenues   ....................................      9,571       19,870             40,179
                                                         ---------     --------          ---------
 Total revenues .......................................    126,910      239,571            572,536
                                                         ---------     --------          ---------
 Operating expenses, excluding depreciation and amor-
 tization, deferred compensation and special bonuses
 paid to executive officers ...........................     52,826      114,697            274,073
 Depreciation and amortization(d)    ..................     45,493       76,650            177,286
 Amortization of deferred compensation  ...............        506          233                933
 Special bonuses paid to executive officers   .........         --           --                 --
                                                         ---------     --------          ---------
 Broadcast operating income ...........................     28,085       47,991            120,244
                                                         ---------     --------          ---------
 Interest and amortization of debt discount expense ...     27,646       51,993            163,207
 Interest and other income  ...........................      3,172        1,087              7,753
 Subsidiary trust minority interest expense(e)   ......         --        7,007             23,250
                                                         ---------     --------          ---------
 Income (loss) before (provision) benefit for income
 taxes and extraordinary item  ........................  $   3,611     $ (9,922)         $ (58,460)
                                                         =========     ========          =========
 Net income (loss) available to common sharehold-
 ers ..................................................  $   1,511     $ (5,822)         $ (40,553)
                                                         =========     ========          =========
 Earnings (loss) per common share:
 Net income (loss) before extraordinary item  .........  $    0.04     $  (0.17)         $   (1.04)
 Extraordinary item   .................................         --           --                 --
                                                         ---------     --------          ---------
 Net income (loss) per common share  ..................  $    0.04     $  (0.17)         $   (1.04)
                                                         =========     ========          =========
 Weighted average shares outstanding (in thousands)         34,750       34,746             39,058
                                                         =========     ========          =========
OTHER DATA:
 Broadcast cash flow(f)  ..............................  $  65,079     $105,600          $ 257,528
 Broadcast cash flow margin(g)    .....................       55.5%        48.1%              48.4%
 Adjusted EBITDA(h)   .................................  $  62,013     $ 98,615          $ 246,278
 Adjusted EBITDA margin(g)  ...........................       52.8%        44.9%              46.3%
 After tax cash flow(i)  ..............................  $  30,441     $ 32,737          $  75,340
 After tax cash flow margin(g) ........................       26.0%        15.0%              14.2%
 Program contract payments  ...........................  $  12,071     $ 26,259          $  52,185
 Capital expenditures .................................      2,114        8,286             18,512
 Corporate overhead expense ...........................      3,066        6,985             11,250







                                                                                          DEBT AND
                                                                 DEBT AND             HYTOPS ISSUANCES,
                                                            HYTOPS ISSUANCES,        1996 ACQUISITIONS,
                                                            1996 ACQUISITIONS,      HERITAGE ACQUISITION,
                                                           HERITAGE ACQUISITION     COMMON AND PREFERRED
                                                        AND COMMON STOCK OFFERING    STOCK OFFERINGS(M)
                                                        --------------------------- ----------------------
                                                            PRO FORMA YEAR ENDED DECEMBER 31, 1996(B)
                                                        --------------------------------------------------
                                                                              
STATEMENT OF OPERATIONS DATA:
 Net broadcast revenues(c)  ...........................         $ 532,357                 $ 532,357
 Barter revenues   ....................................            40,179                    40,179
                                                                ---------                 ---------
 Total revenues .......................................           572,536                   572,536
                                                                ---------                 ---------
 Operating expenses, excluding depreciation and amor-
 tization, deferred compensation and special bonuses
 paid to executive officers ...........................           274,073                   274,073
 Depreciation and amortization(d)    ..................           177,286                   177,286
 Amortization of deferred compensation  ...............               933                       933
 Special bonuses paid to executive officers   .........                --                        --
                                                                ---------                 ---------
 Broadcast operating income ...........................           120,244                   120,244
                                                                ---------                 ---------
 Interest and amortization of debt discount expense ...           153,877                   143,903
 Interest and other income  ...........................             7,753                     7,753
 Subsidiary trust minority interest expense(e)   ......            23,250                    23,250
                                                                ---------                 ---------
 Income (loss) before (provision) benefit for income
 taxes and extraordinary item  ........................         $ (49,130)                $ (39,156)
                                                                =========                 =========
 Net income (loss) available to common sharehold-
 ers ..................................................         $ (34,955)                $ (38,346)
                                                                =========                 =========
 Earnings (loss) per common share:
 Net income (loss) before extraordinary item  .........         $   (0.81)                $   (0.89)
 Extraordinary item   .................................                --                        --
                                                                ---------                 ---------
 Net income (loss) per common share  ..................         $   (0.81)                $   (0.89)
                                                                =========                 =========
 Weighted average shares outstanding (in thousands) ..             43,058                    43,058
                                                                =========                 =========
OTHER DATA:
 Broadcast cash flow(f)  ..............................         $ 257,528                 $ 257,528
 Broadcast cash flow margin(g)    .....................              48.4%                     48.4%
 Adjusted EBITDA(h)   .................................         $ 246,278                 $ 246,278
 Adjusted EBITDA margin(g)  ...........................              46.3%                     46.3%
 After tax cash flow(i)  ..............................         $  80,938                 $  86,922
 After tax cash flow margin(g) ........................              15.2%                     16.3%
 Program contract payments  ...........................         $  52,185                 $  52,185
 Capital expenditures .................................            18,512                    18,512
 Corporate overhead expense ...........................            11,250                    11,250



                          (Continued on following page)


                                      S-8





                                                                       AS OF DECEMBER 31,                            AS OF
                                               ------------------------------------------------------------------  JUNE 30,
                                                   1992       1993         1994(A)      1995(A)       1996(A)       1997(A)
                                               ---------- ------------ ------------ ------------- --------------- ------------
                                                                                                                  (UNAUDITED)
                                                                                                
BALANCE SHEET AND CASH
 FLOW DATA:
 Cash and cash equivalents  .................. $ 1,823     $  18,036   $   2,446     $  112,450    $      2,341   $   2,740
 Total assets   .............................. 140,366       242,917     399,328        605,272       1,707,297   1,762,505
 Total debt(j)  .............................. 110,659       224,646     346,270        418,171       1,288,147   1,175,783
 Company Obligated Mandatorily Re-
  deemable Security of Subsidiary
  Trust Holding Solely KDSM Senior
  Debentures(k) ..............................      --            --          --             --              --     200,000
 Total stockholders' equity (deficit)   ......  (3,127)      (11,024)    (13,723)        96,374         237,253     232,638
 Cash flows from operating activities(l).        5,235        11,230      20,781         55,909          68,970      42,483
 Cash flows from investing activities(l)      . (1,051)        1,521    (249,781)      (119,243)     (1,011,897)   (112,429)
 Cash flows from financing activities(l)      . (3,741)        3,462     213,410        173,338         832,818      70,345


     NOTES TO SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

(a)  The Company made  acquisitions in 1994, 1995, 1996 and the first six months
     of  1997  as  described  in the  footnotes  to the  Consolidated  Financial
     Statements  incorporated  herein by reference.  The statement of operations
     data  and  other  data  presented  for  periods   preceding  the  dates  of
     acquisitions  do not include amounts for these  acquisitions  and therefore
     are not comparable to subsequent periods.  Additionally, the years in which
     the specific  acquisitions  occurred may not be  comparable  to  subsequent
     periods depending on when during the year the acquisition occurred.

(b)  The pro forma  information  in this table  reflects the pro forma effect of
     the  Debt  Issuance,  the  HYTOPS  Issuance,  the  1996  Acquisitions,  the
     completion  of the Heritage  Acquisition  and the  completion of the Common
     Stock  Offering  and  the  Preferred   Stock   Offering.   See  "Pro  Forma
     Consolidated  Financial Information of Sinclair" included elsewhere herein.
     The Heritage Acquisition is subject to a number of conditions customary for
     acquisitions of broadcasting properties. See "-- Recent Developments."

(c)  Net  broadcast  revenues  are defined as  broadcast  revenues net of agency
     commissions.

(d)  Depreciation  and  amortization  includes  amortization of program contract
     costs and net realizable value  adjustments,  depreciation and amortization
     of  property  and  equipment,   and  amortization  of  acquired  intangible
     broadcasting  assets and other assets  including  amortization  of deferred
     financing costs and costs related to excess syndicated programming.

(e)  Subsidiary trust minority interest expense  represents the distributions on
     the HYTOPS.

(f)  "Broadcast  cash  flow" is  defined  as  broadcast  operating  income  plus
     corporate  overhead  expense,  special bonuses paid to executive  officers,
     depreciation and amortization (including film amortization and amortization
     of deferred  compensation  and excess  syndicated  programming),  less cash
     payments for program contract rights.  Cash program payments represent cash
     payments  made  for  current  program   payables  and  do  not  necessarily
     correspond to program usage. Special bonuses paid to executive officers are
     considered non-recurring expenses. The Company has presented broadcast cash
     flow data,  which the Company  believes are comparable to the data provided
     by other companies in the industry,  because such data are commonly used as
     a measure of performance for broadcast companies.  However,  broadcast cash
     flow does not purport to represent cash provided by operating activities as
     reflected in the Company's consolidated  statements of cash flows, 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.

(g)  "Broadcast  cash flow margin" is defined as broadcast  cash flow divided by
     net broadcast  revenues.  "Adjusted  EBITDA  margin" is defined as Adjusted
     EBITDA divided by net broadcast  revenues.  "After tax cash flow margin" is
     defined as after tax cash flow divided by net broadcast revenues.

(h)  "Adjusted EBITDA" is defined as broadcast cash flow less corporate overhead
     expense  and is a  commonly  used  measure  of  performance  for  broadcast
     companies.  Adjusted  EBITDA does not purport to represent cash provided by
     operating activities as reflected in the Company's consolidated  statements
     of cash flows,  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.

(i)  "After tax cash flow" is defined as net income (loss) plus depreciation and
     amortization  (excluding  film  amortization),   amortization  of  deferred
     compensation,  and the  deferred tax  provision  (or minus the deferred tax
     benefit).  After  tax  cash  flow is  presented  here not as a  measure  of
     operating  results  and does not  purport to  represent  cash  provided  by
     operating  activities.  After tax cash flow  should  not be  considered  in
     isolation  or as a  substitute  for  measures  of  performance  prepared in
     accordance with generally accepted accounting principles.  (notes continued
     on following page)



                                      S-9



(j)  "Total debt" is defined as long-term debt, net of unamortized discount, and
     capital lease obligations, including current portion thereof. In 1992 total
     debt  included  warrants  outstanding  which were  redeemable  outside  the
     control of the  Company.  The  warrants  were  purchased by the Company for
     $10,400 in 1993.  Total debt as of December 31, 1993  included  $100,000 in
     principal  amount of the 1993 Notes (as defined  herein),  the  proceeds of
     which were held in escrow to provide a source of financing for acquisitions
     that were subsequently  consummated in 1994 utilizing  borrowings under the
     Bank Credit  Agreement.  $100,000 of the 1993 Notes was  redeemed  from the
     escrow in the first quarter of 1994. Total debt does not include the HYTOPS
     or the Company's preferred stock.

(k)  Company  Obligated  Mandatorily  Redeemable  Security of  Subsidiary  Trust
     Holding  Solely  KDSM  Senior  Debentures   represents  $200,000  aggregate
     liquidation value of the HYTOPS.

(l)  These  items  are  financial  statement   disclosures  in  accordance  with
     generally  accepted  accounting  principles  and are also  presented in the
     Company's  consolidated  financial  statements  incorporated  by  reference
     herein.

(m)  There  can be no  assurance  that  the  Preferred  Stock  Offering  will be
     consummated. The completion of the Common Stock Offering is not conditioned
     upon the completion of the Preferred Stock Offering.



                                      S-10



                                USE OF PROCEEDS


     The proceeds to the Company from the Common Stock Offering as  contemplated
hereby (net of underwriting discounts and commissions and the estimated expenses
of the Offering) at an assumed price of $36 per share (the closing price for the
Class A Common  Stock on August  21,  1997) are  estimated  to be  approximately
$137.1 million ($149.0  million if the  Underwriters'  over-allotment  option is
exercised in full).  The Company  will not receive any of the net proceeds  from
the sale of Class A Common Stock by the Selling Stockholders.  Concurrently with
this Offering,  the Company is conducting the Preferred Stock Offering,  the net
proceeds  of which  are  estimated  to be  approximately  $145.1  million  (such
offering along with the Common Stock Offering, the "Offerings"). There can be no
assurance that the Preferred Stock Offering will be consummated.  The completion
of the Common  Stock  Offering is not  conditioned  upon the  completion  of the
Preferred Stock Offering.  A portion of the net proceeds to the Company from the
Offerings  will  be  used to  repay  existing  borrowings  under  the  Company's
revolving  credit facility under the Bank Credit  Agreement (as defined herein).
These  borrowings,  which  total $14  million as of the date of this  Prospectus
Supplement,  bear  interest  at the rate of 8.5%  per  annum  and were  used for
general  corporate  purposes.  After such debt  repayment,  the Company may make
additional  borrowings  under the revolving  credit  facility until December 31,
2004.  The  remainder  of the net  proceeds  to the Company  from the  Offerings
($268.2  million if both of the Offerings  are  completed and $123.1  million if
only the Common Stock Offering is completed) will be retained by the Company for
general corporate purposes including funding the Heritage Acquisition,  which is
anticipated  to close in the first quarter of 1998,  and other  acquisitions  if
suitable acquisitions can be identified on acceptable terms. 


                                      S-11



                                CAPITALIZATION

     The  following  table  sets  forth,  as of June 30,  1997,  (a) the  actual
capitalization of the Company,  (b) the pro forma  capitalization of the Company
as adjusted to reflect the consummation of the Debt Issuance consummated on July
2, 1997 and the Heritage Acquisition as if such transaction had occurred on June
30, 1997, (c) the pro forma capitalization of the Company as adjusted to reflect
the items  noted in (b) and the Common  Stock  Offering  at an assumed  offering
price of $36 per share (the closing  price of the Class A Common Stock on August
21, 1997) and the  application  of the estimated  net proceeds  therefrom as set
forth in "Use of Proceeds" as if such transactions had occurred on June 30, 1997
and (d) the pro forma  capitalization  of the Company as adjusted to reflect the
items noted in (b) and (c) and the Preferred Stock Offering at an offering price
of $50 per share and the application of the estimated net proceeds  therefrom as
set forth in "Use of Proceeds" as if such  transactions had occurred on June 30,
1997. The  information  set forth below should be read in conjunction  with "Pro
Forma Consolidated  Financial Information of Sinclair" located elsewhere in this
Prospectus  Supplement and the historical  Consolidated  Financial Statements of
the Company incorporated herein by reference.




                                                                                      JUNE 30, 1997
                                                           --------------------------------------------------------------------
                                                                                  (DOLLARS IN THOUSANDS)
                                                                                        DEBT ISSUANCE,      DEBT ISSUANCE,
                                                                                           HERITAGE      HERITAGE ACQUISITION,
                                                                        DEBT ISSUANCE     ACQUISITION         COMMON AND
                                                                         AND HERITAGE     AND COMMON           PREFERRED
                                                             ACTUAL      ACQUISITION    STOCK OFFERING    STOCK OFFERINGS(A)
                                                           ------------ --------------- ---------------- ----------------------
                                                                                             
Cash and cash equivalents   .............................. $   2,740      $   35,740      $   35,740          $   35,740
                                                           ==========     ==========      ==========          ==========
Current portion of long-term debt ........................ $  66,881      $   66,881      $   66,881          $   66,881
                                                           ==========     ==========      ==========          ==========
Long-term debt:
 Commercial bank financing  .............................. $ 697,000      $1,104,500      $  967,420          $  822,345
 Notes and capital leases payable to affiliates  .........    11,872          11,872          11,872              11,872
 Capital leases ..........................................        30              30              30                  30
 Senior subordinated notes  ..............................   400,000         600,000         600,000             600,000
                                                           ----------     ----------      ----------          ----------
                                                           1,108,902       1,716,402       1,579,322           1,434,247
                                                           ----------     ----------      ----------          ----------
Company Obligated Mandatorily Redeemable Security
 of Subsidiary Trust Holding Solely KDSM Senior
 Debentures  .............................................   200,000         200,000         200,000             200,000
                                                           ----------     ----------      ----------          ----------
Stockholders' equity (deficit):
 Series B Preferred  Stock,  $.01 par value,  10,000,000 
  shares  authorized and  1,106,608  shares  issued  and
  outstanding   ..........................................        11              11              11                  11
 Series D Convertible Exchangeable Preferred Stock,
  $.01 par value, 3,450,000 shares authorized and
  3,000,000 shares issued and outstanding post Pre-
  ferred Stock Offering ..................................        --              --              --                  30
 Class A Common Stock, $.01 par value, 100,000,000
  shares authorized and 7,100,188 shares issued and
  outstanding; 11,100,188 shares issued and outstand-
  ing, post Common Stock Offering ........................        71              71             111                 111
 Class B Common Stock, $.01 par value, 35,000,000
  shares authorized and 27,591,581 shares issued and
  outstanding   ..........................................       277             277             277                 277
 Additional paid-in capital    ...........................   234,812         234,812         371,852             516,897
 Additional paid-in capital -- deferred compensation .....      (896)           (896)           (896)               (896)
 Additional paid-in capital -- equity put options   ......    23,117          23,117          23,117              23,117
 Accumulated deficit  ....................................   (24,754)        (24,754)        (24,754)            (24,754)
                                                           ----------     ----------      ----------          ----------
  Total stockholders' equity   ...........................   232,638         232,638         369,718             514,793
                                                           ----------     ----------      ----------          ----------
   Total capitalization  ................................. $1,541,540     $2,149,040      $2,149,040          $2,149,040
                                                           ==========     ==========      ==========          ==========

- ----------
(a)  There  can be no  assurance  that  the  Preferred  Stock  Offering  will be
     consummated. The completion of the Common Stock Offering is not conditioned
     upon the completion of the Preferred Stock Offering.

                                      S-12



            PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF SINCLAIR


     The following Pro Forma  Consolidated  Financial Data include the unaudited
pro  forma  consolidated  balance  sheet as of June 30,  1997  (the  "Pro  Forma
Consolidated Balance Sheet") and the unaudited pro forma consolidated  statement
of operations for the year ended December 31, 1996 and the six months ended June
30, 1997 (the "Pro Forma Consolidated  Statement of Operations").  The unaudited
Pro Forma  Consolidated  Balance  Sheet is  adjusted  to give effect to the Debt
Issuance, the Heritage Acquisition,  the Common Stock Offering and the Preferred
Stock Offering as if they occurred on June 30, 1997 and assuming  application of
the proceeds of the Common Stock  Offering and the Preferred  Stock  Offering as
set forth in "Use of  Proceeds"  above.  The  unaudited  Pro Forma  Consolidated
Statement of Operations for the year ended December 31, 1996 is adjusted to give
effect to the 1996  Acquisitions,  the HYTOPS Issuance,  the Debt Issuance,  the
Heritage Acquisition, the Common Stock Offering and the Preferred Stock Offering
as if each occurred at the beginning of such period and assuming  application of
the proceeds of the Common Stock  Offering and the Preferred  Stock  Offering as
set forth in "Use of Proceeds." The unaudited Pro Forma  Consolidated  Statement
of Operations  for the six months ended June 30, 1997 is adjusted to give effect
to the HYTOPS Issuance,  the Debt Issuance,  the Heritage  Acquisition,  and the
Common Stock  Offering and the Preferred  Stock  Offering as if each occurred at
the  beginning  of such period and assuming  application  of the proceeds of the
Common Stock  Offering and the Preferred  Stock Offering as set forth in "Use of
Proceeds." The pro forma  adjustments  are based upon available  information and
certain  assumptions  that the Company  believes are  reasonable.  The Pro Forma
Consolidated  Financial  Data should be read in  conjunction  with the Company's
Consolidated Financial Statements as of and for the year ended December 31, 1996
and related  notes  thereto,  the  Company's  unaudited  consolidated  financial
statements for the six months ended June 30, 1997 and related notes thereto, the
historical  financial data of Flint T.V., Inc., the historical financial data of
Superior  Communications,  Inc., the historical financial data of KSMO and WSTR,
the  historical  financial  data  of  River  City  Broadcasting,  L.P.  and  the
historical  financial  data of Heritage  Media  Services,  Inc. --  Broadcasting
Segment,  all of which have been filed  with the  Commission  as part of (i) the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 1996 (as
amended), together with the report of Arthur Andersen LLP, independent certified
public  accountants;  (ii) the Company's  Quarterly  Report on Form 10-Q for the
quarter ended June 30, 1997; or (iii) the Company's  Current Reports on Form 8-K
and Form 8-K/A filed May 10,  1996,  May 13, 1996,  May 17, 1996,  May 29, 1996,
August  30,  1996,  September  5, 1996 and  August  26,  1997,  each of which is
incorporated  by reference into this  Prospectus  Supplement.  The unaudited Pro
Forma Consolidated Financial Data do not purport to represent what the Company's
results of operations or financial position would have been had any of the above
events  occurred on the dates  specified or to project the Company's  results of
operations or financial position for or at any future period or date. 


                                      S-13



                        SINCLAIR BROADCAST GROUP, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                              AS OF JUNE 30, 1997
                            (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)



                                                                                                                       DEBT
                                                                                                                     ISSUANCE
                                                                CONSOLIDATED         DEBT            HERITAGE      AND HERITAGE
                                                                 HISTORICAL       ISSUANCE(A)     ACQUISITION(B)   ACQUISITION
                                                                -------------- ------------------ ---------------- -------------
                            ASSETS
                                                                                                       
CURRENT ASSETS:
 Cash and cash equivalents ....................................  $    2,740     $     33,000 (e)                    $   35,740
 Accounts receivable, net of allowance for doubtful accounts        102,093                                            102,093
 Current portion of program contract costs   ..................      34,768                       $        926          35,694
 Prepaid expenses and other current assets   ..................       4,054                                              4,054
 Deferred barter costs  .......................................       4,267                              2,218           6,485
 Deferred tax asset  ..........................................       8,188                                              8,188
                                                                 ----------                                         ----------
   Total current assets .......................................     156,110           33,000             3,144         192,254
PROGRAM CONTRACT COSTS, less current portion ..................      30,778                                712          31,490
LOANS TO OFFICERS AND AFFILIATES ..............................      11,241                                             11,241
PROPERTY AND EQUIPMENT, net   .................................     156,681                             22,022         178,703
NON-COMPETE AND CONSULTING AGREEMENTS, net   ..................       2,250                                              2,250
OTHER ASSETS   ................................................      71,970            4,500 (f)                        76,470
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net ..................   1,333,475                            545,969       1,879,444
                                                                 ----------                       ------------      ----------
   Total Assets   .............................................  $1,762,505     $     37,500      $    571,847      $2,371,852
                                                                 ==========     ============      ============      ==========
LIABILITIES AND
          STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable .............................................  $    5,310                                         $    5,310
 Accrued liabilities ..........................................      39,023                                             39,023
 Current portion of long-term liabilities-
  Notes payable and commercial bank financing   ...............      65,500                                             65,500
  Capital leases payable   ....................................          11                                                 11
  Notes and capital leases payable to affiliates   ............       1,370                                              1,370
  Program contracts payable   .................................      49,766                       $      1,096          50,862
 Deferred barter revenues  ....................................       4,458                                              4,458
                                                                 ----------                                         ----------
   Total current liabilities  .................................     165,438                              1,096         166,534
LONG-TERM LIABILITIES:
  Notes payable and commercial bank financing   ...............   1,097,000     $     37,500 (g)       570,000 (h)   1,704,500
  Capital leases payable   ....................................          30                                                 30
  Notes and capital leases payable to affiliates   ............      11,872                                             11,872
  Program contracts payable   .................................      46,670                                751          47,421
  Other long-term liabilities .................................       4,960                                              4,960
                                                                 ----------                                         ----------
   Total liabilities ..........................................   1,325,970           37,500           571,847       1,935,317
                                                                 ----------     ------------      ------------      ----------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES  ...............       3,897                                              3,897
                                                                 ----------                                         ----------
COMPANY OBLIGATED MANDATORILY REDEEMABLE SE-
 CURITY OF SUBSIDIARY TRUST HOLDING SOLELY KDSM
 SENIOR DEBENTURES   ..........................................     200,000                                            200,000
                                                                 ----------                                         ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Series B Preferred Stock    .................................          11                                                 11
  Series D Convertible Exchangeable Preferred Stock   .........          --                                                 --
  Class A Common Stock  .......................................          71                                                 71
  Class B Common Stock  .......................................         277                                                277
  Additional paid-in capital  .................................     234,812                                            234,812
  Additional paid-in capital - deferred compensation  .........        (896)                                              (896)
  Additional paid-in capital - equity put options  ............      23,117                                             23,117
  Accumulated deficit   .......................................     (24,754)                                           (24,754)
                                                                 ----------                                         ----------
   Total stockholders' equity .................................     232,638                                            232,638
                                                                 ----------                                         ----------
   Total Liabilities and Stockholders' Equity   ...............  $1,762,505     $     37,500      $    571,847      $2,371,852
                                                                 ==========     ============      ============      ==========


                                                   (Continued on following page)

                                      S-14


                        SINCLAIR BROADCAST GROUP, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                              AS OF JUNE 30, 1997
                            (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)



                                                                                                                           DEBT     
                                                                                            DEBT                         ISSUANCE,  
                                                                                          ISSUANCE,                      HERITAGE   
                                                             DEBT                         HERITAGE                     ACQUISITION, 
                                                         ISSUANCE COMMON              ACQUISITION, AND    PREFERRED     COMMON AND  
                                                          AND HERITAGE    STOCK         COMMON STOCK        STOCK    PREFERRED STOCK
                                                           ACQUISITION OFFERING(C)        OFFERING       OFFERING(D)   OFFERINGS(D) 
                                                          --------------------------  ------------------ ------------ --------------
                                                                                                                  
ASSETS                                                                                                                              
CURRENT ASSETS:                                                                                                                     
 Cash and cash equivalents ..............................  $   35,740                    $    35,740                    $    35,740 
 Accounts receivable, net of allowance for doubtful ac-                                                                             
  counts                                                      102,093                        102,093                        102,093 
 Current portion of program contract costs   ............      35,694                         35,694                         35,694 
 Prepaid expenses and other current assets   ............       4,054                          4,054                          4,054 
 Deferred barter costs  .................................       6,485                          6,485                          6,485 
 Deferred tax asset  ....................................       8,188                          8,188              --          8,188 
                                                           ----------                    -----------      ----------    ----------- 
   Total current assets .................................     192,254                        192,254                        192,254 
PROGRAM CONTRACT COSTS, less current portion                   31,490                         31,490                         31,490 
LOANS TO OFFICERS AND AFFILIATES ........................      11,241                         11,241                         11,241 
PROPERTY AND EQUIPMENT, net   ...........................     178,703                        178,703                        178,703 
NON-COMPETE AND CONSULTING AGREE-                                                                                                   
 MENTS, net                                                     2,250                          2,250                          2,250 
OTHER ASSETS   ..........................................      76,470                         76,470                         76,470 
ACQUIRED INTANGIBLE BROADCASTING AS-                                                                                                
 SETS, net                                                  1,879,444           --         1,879,444              --      1,879,444 
                                                           ----------   ----------       -----------      ----------    ----------- 
   Total Assets   .......................................  $2,371,852   $                $ 2,371,852      $             $ 2,371,852 
                                                           ==========   ==========       ===========      ==========    =========== 
         LIABILITIES AND                                                                                                            
       STOCKHOLDERS' EQUITY                                                                                                         
CURRENT LIABILITIES:                                                                                                                
 Accounts payable .......................................  $    5,310                    $     5,310                    $     5,310 
 Accrued liabilities ....................................      39,023                         39,023                         39,023 
 Current portion of long-term liabilities-                                                                                          
  Notes payable and commercial bank financing   .........      65,500                         65,500                         65,500 
  Capital leases payable   ..............................          11                             11                             11 
  Notes and capital leases payable to affiliates   ......       1,370                          1,370                          1,370 
  Program contracts payable   ...........................      50,862                         50,862                         50,862 
 Deferred barter revenues  ..............................       4,458           --             4,458              --          4,458 
                                                           ----------   ----------       -----------      ----------    ----------- 
   Total current liabilities  ...........................     166,534                        166,534                        166,534 
LONG-TERM LIABILITIES:                                                                                                              
  Notes payable and commercial bank financing   .........   1,704,500   $ (137,080)        1,567,420      $ (145,075)     1,422,345 
  Capital leases payable   ..............................          30                             30                             30 
  Notes and capital leases payable to affiliates   ......      11,872                         11,872                         11,872 
  Program contracts payable   ...........................      47,421                         47,421                         47,421 
  Other long-term liabilities ...........................       4,960                          4,960                          4,960 
                                                           ----------                    -----------                    ----------- 
   Total liabilities ....................................   1,935,317     (137,080)        1,798,237        (145,075)     1,653,162 
                                                           ----------   ----------       -----------      ----------    ----------- 
MINORITY INTEREST IN CONSOLIDATED SUB-                                                                                              
 SIDIARIES                                                      3,897                          3,897                          3,897 
                                                           ----------                    -----------                    ----------- 
COMPANY OBLIGATED MANDATORILY RE-                                                                                                   
 DEEMABLE SECURITY OF SUBSIDIARY                                                                                                    
 TRUST HOLDING SOLELY KDSM SENIOR DE-                                                                                               
 BENTURES                                                     200,000                        200,000                        200,000 
                                                           ----------                    -----------                    ----------- 
COMMITMENTS AND CONTINGENCIES                                                                                                       
STOCKHOLDERS' EQUITY:                                                                                                               
  Series B Preferred Stock    ...........................          11                             11                             11 
  Series D Convertible Exchangeable Preferred Stock                --                             --              30             30 
  Class A Common Stock  .................................          71           40               111                            111 
  Class B Common Stock  .................................         277                            277                            277 
  Additional paid-in capital  ...........................     234,812      137,040           371,852         145,045        516,897 
  Additional paid-in capital - deferred compensation.            (896)                          (896)                          (896)
  Additional paid-in capital - equity put options  ......      23,117                         23,117                         23,117 
  Accumulated deficit   .................................     (24,754)                       (24,754)                       (24,754)
                                                           ----------                    -----------                    ----------- 
   Total stockholders' equity ...........................     232,638      137,080           369,718         145,075        514,793 
                                                           ----------   ----------       -----------      ----------    ----------- 
   Total Liabilities and Stockholders' Equity   .........  $2,371,852   $       --       $ 2,371,852      $       --    $ 2,371,852 
                                                           ==========   ==========       ===========      ==========    =========== 
                                                                                     


                                      S-15



                 NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET


(a)  To reflect the proceeds of the Debt Issuance  consummated  on July 2, 1997,
     net of $4,500 of  underwriting  discounts  and  commissions  and  estimated
     expenses and the application of the proceeds therefrom.

(b)  The  Heritage  Acquisition  column  reflects  the  assets  and  liabilities
     acquired in  connection  with the  $630,000  purchase of Heritage  less the
     $60,000  divestiture  of the Heritage  television  station KOKH in Oklahoma
     City,  Oklahoma,  which is required  pursuant to the  Heritage  Acquisition
     Agreements  and with respect to which the Company has entered into a letter
     of intent.  The Heritage  Acquisition  is subject to a number of conditions
     customary for  acquisitions  of  broadcasting  properties.  Total  acquired
     intangibles are calculated as follows:




                                                                                      HERITAGE
                                                            HERITAGE      KOKH        ACQUISITION
                                                            ----------   ----------   ------------
                                                                             
Purchase Price ..........................................                               $630,000
 Add:
   Liabilities acquired--
   Current portion of program contracts payable .........     $ 1,552    $  (456)          1,096
   Long-term portion of program contracts payable  ......         860       (109)            751
 Less:
   Assets acquired--
   Current portion of program contract costs ............       1,603       (677)            926
   Deferred barter costs   ..............................       2,496       (278)          2,218
   Program contract costs, less current portion .........       1,266       (554)            712
   Property and equipment  ..............................      27,524     (5,502)         22,022
   Sale of KOKH   .......................................                                 60,000
                                                                                        ---------
   Acquired intangibles .................................                               $545,969
                                                                                        =========



(c)  To  reflect  the  proceeds  of the  Common  Stock  Offering  (at an assumed
     offering  price of $36 per share,  the closing  price of the Class A Common
     Stock on August 21,  1997),  net of $6,920 of  underwriting  discounts  and
     commissions  and  estimated  expenses and the  application  of the proceeds
     therefrom as set forth in "Use of Proceeds."

(d)  To reflect the  proceeds of the  Preferred  Stock  Offering  (at an assumed
     offering price of $50 per share),  net of $4,925 of underwriting  discounts
     and commissions and estimated  expenses and the application of the proceeds
     therefrom as set forth in "Use of Proceeds." There can be no assurance that
     the Preferred  Stock  Offering will be  consummated.  The completion of the
     Common  Stock  Offering  is not  conditioned  upon  the  completion  of the
     Preferred Stock Offering.

(e)  To record the increase in cash and cash equivalents  resulting from the net
     proceeds of the Debt  Issuance  after giving effect to the repayment of the
     revolving credit facility under the Bank Credit Agreement as follows:


     Offering proceeds .......................................... $ 200,000
     Underwriting discounts, commissions and estimated expenses      (4,500)
     Repayment of revolving credit facility under the Bank Credit
     Agreement   ................................................  (162,500)
                                                                  ----------
     Pro forma adjustment ....................................... $  33,000
                                                                  ==========


(f)  To record underwriting  discounts and commissions and estimated expenses of
     $4,500.

(g)  To reflect the increase in  indebtedness  resulting  from the Debt Issuance
     after giving effect to the repayment of the revolving credit facility under
     the Bank Credit Agreement as follows:


     Indebtedness incurred   ....................................  $  200,000
     Repayment of revolving credit facility under the Bank Credit
     Agreement   ................................................    (162,500)
                                                                   ----------
     Pro forma adjustment .......................................  $   37,500
                                                                   ==========


(h)  To reflect the incurrence of $570,000 of bank financing in connection  with
     the Heritage Acquisition.

                                      S-16



                        SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                     FOR THE YEAR ENDED DECEMBER 31, 1996
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)



                                                                                      SUPERIOR
                                                      CONSOLIDATED      FLINT      COMMUNICATIONS
                                                       HISTORICAL    TV, INC.(A)   GROUP, INC.(B)    KSMO(C)
                                                      -------------- ------------- ---------------- ----------
                                                                                        
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions ..............................................  $  346,459       $1,012         $4,431       $ 7,694
 Revenues realized from station barter arrange-
 ments ..............................................      32,029                                     2,321
                                                       ----------                                   --------
  Total revenues ....................................     378,488        1,012          4,431        10,015
                                                       ----------       -------        ------       --------
OPERATING EXPENSES:
 Program and production   ...........................      66,652          101            539         1,550
 Selling, general and administrative  ...............      75,924          345          2,002         2,194
 Expenses realized from barter arrangements .........      25,189                                     2,276
 Amortization of program contract costs and net
 realizable value adjustments   .....................      47,797          125            736           601
 Amortization of deferred compensation   ............         739
 Depreciation and amortization of property and
 equipment    .......................................      11,711            4            373           374
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   .................................      58,530                         529
 Amortization of excess syndicated programming ......       3,043
                                                       ----------
  Total operating expenses   ........................     289,585          575          4,179         6,995
                                                       ----------       -------        ------       --------
  Broadcast operating income (loss)   ...............      88,903          437            252         3,020
                                                       ----------       -------        ------       --------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense..     (84,314)                       (457)         (823)
 Interest income ....................................       3,136
 Subsidiary trust minority interest expense .........
 Other income (expense)   ...........................         342           19              4             7
                                                       ----------       -------        ------       --------
  Income (loss) before provision (benefit) for
  income taxes   ....................................       8,067          456           (201)        2,204
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................       6,936
                                                       ----------
NET INCOME (LOSS)   .................................  $    1,131       $  456         $ (201)      $ 2,204
                                                       ==========       =======        ======       ========
NET INCOME (LOSS) AVAILABLE TO COM-
 MON STOCKHOLDERS ...................................  $    1,131
                                                       ==========
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................  $     0.03
                                                       ==========
WEIGHTED AVERAGE COMMON AND COM-
 MON EQUIVALENT SHARES OUTSTANDING ..................      37,381
                                                       ==========





                                                                         RIVER CITY(E)                         1996
                                                                  ----------------------------              ACQUISITION
                                                       WSTR(D)    RIVER CITY        WSYX       WYZZ(F)      ADJUSTMENTS
                                                      ----------- ------------ --------------- --------- ------------------
                                                                                          
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions .............................................. $  7,488    $  86,869     $ (10,783)       $1,838
 Revenues realized from station barter arrange-
 ments ..............................................    1,715
                                                      ---------
  Total revenues ....................................    9,203       86,869       (10,783)        1,838
                                                      ---------   ----------    ----------      -------
OPERATING EXPENSES:
 Program and production   ...........................      961       10,001          (736)          214
 Selling, general and administrative  ...............    2,173       39,786        (3,950)          702  $      (3,577)(h)
 Expenses realized from barter arrangements .........    1,715
 Amortization of program contract costs and net
 realizable value adjustments   .....................    1,011        9,721          (458)          123
 Amortization of deferred compensation   ............                                                              194 (i)
 Depreciation and amortization of property and
 equipment    .......................................      284        6,294        (1,174)            6           (943)(j)
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   .................................       39       14,041        (3,599)            3          4,034 (k)
 Amortization of excess syndicated programming ...... 
  Total operating expenses   ........................    6,183       79,843        (9,917)        1,048           (292)
                                                      ---------   ----------    ----------      -------  -------------
  Broadcast operating income (loss)   ...............    3,020        7,026          (866)          790            292
                                                      ---------   ----------    ----------      -------  -------------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense..   (1,127)     (12,352)                                   (17,409)(l)
 Interest income ....................................       15          195                                     (1,636)(m)
 Subsidiary trust minority interest expense .........
 Other income (expense)   ...........................                  (149)             (8)
                                                                  ----------    ----------
  Income (loss) before provision (benefit) for
  income taxes   ....................................    1,908       (5,280)         (874)          790        (18,753)
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................                                                           (7,900)(n)
                                                                                                         -------------
NET INCOME (LOSS)   ................................. $  1,908    $  (5,280)    $    (874)       $  790  $     (10,853)
                                                      =========   ==========    ==========      =======  =============
NET INCOME (LOSS) AVAILABLE TO COM-
 MON STOCKHOLDERS
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................
WEIGHTED AVERAGE COMMON AND COM-
 MON EQUIVALENT SHARES OUTSTANDING ..................





                                                                                                 DEBT ISSUANCE,
                                                           HYTOPS               DEBT             HYTOPS ISSUANCE
                                                          ISSUANCE            ISSUANCE        AND 1996 ACQUISITIONS
                                                      ------------------ -------------------- ----------------------
                                                                                     
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions ..............................................                                              $   445,008
 Revenues realized from station barter arrange-
 ments ..............................................                                                   36,065
                                                                                                   -----------
  Total revenues ....................................                                                  481,073
                                                                                                   -----------
OPERATING EXPENSES:
 Program and production   ...........................                                                   79,282
 Selling, general and administrative  ...............                                                  115,599
 Expenses realized from barter arrangements .........                                                   29,180
 Amortization of program contract costs and net
 realizable value adjustments   .....................                                                   59,656
 Amortization of deferred compensation   ............                                                      933
 Depreciation and amortization of property and
 equipment    .......................................                                                   16,929
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   ................................. $         500 (p)  $          450 (s)             74,527
 Amortization of excess syndicated programming ......                                                    3,043
                                                                                                   -----------
  Total operating expenses   ........................           500                 450                379,149
                                                      -------------      -------------             -----------
  Broadcast operating income (loss)   ...............          (500)               (450)               101,924
                                                      -------------      -------------             -----------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense..        11,820 (q)         (18,000) (t)          (122,662)
 Interest income ....................................                                                    1,710
 Subsidiary trust minority interest expense .........       (23,250)(r)                                (23,250)
 Other income (expense)   ...........................                                                      215
                                                                                                   -----------
  Income (loss) before provision (benefit) for
  income taxes   ....................................       (11,930)            (18,450)               (42,063)
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................        (4,772)(n)          (7,380)(n)            (13,116)
                                                      -------------      -------------             -----------
NET INCOME (LOSS)   ................................. $      (7,158)     $      (11,070)           $   (28,947)
                                                      =============      =============             ===========
NET INCOME (LOSS) AVAILABLE TO COM-
 MON STOCKHOLDERS
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................
WEIGHTED AVERAGE COMMON AND COM-
 MON EQUIVALENT SHARES OUTSTANDING



                          (Continued on following page)

                                      S-17



                        SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                     FOR THE YEAR ENDED DECEMBER 31, 1996
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)



                                                                                               HERITAGE(G)
                                                                     DEBT ISSUANCE,      -----------------------
                                                                    HYTOPS ISSUANCE
                                                                 AND 1996 ACQUISITIONS    HERITAGE      KOKH
                                                                 ----------------------- ------------ ----------
                                                                                             
REVENUES:
 Station broadcast revenues, net of agency commissions    ......      $   445,008        $  95,302    $(7,953)
 Revenues realized from station barter arrangements ............           36,065            4,292       (178)
                                                                      -----------        ----------   --------
  Total revenues   .............................................          481,073           99,594     (8,131)
                                                                      -----------        ----------   --------
OPERATING EXPENSES:
 Program and production  .......................................           79,282           20,089     (1,871)
 Selling, general and administrative    ........................          115,599           31,916     (1,722)
 Expenses realized from barter arrangements   ..................           29,180            3,478        (70)
 Amortization of program contract costs and net realizable
 value adjustments .............................................           59,656            3,165     (1,208)
 Amortization of deferred compensation  ........................              933
 Depreciation and amortization of property and equipment .......           16,929            5,472     (1,022)
 Amortization of acquired intangible broadcasting assets, non-
 compete and consulting agreements and other assets ............           74,527            8,460       (367)
 Amortization of excess syndicated programming   ...............            3,043
                                                                      -----------
  Total operating expenses  ....................................          379,149           72,580     (6,260)
                                                                      -----------        ----------   --------
  Broadcast operating income (loss)  ...........................          101,924           27,014     (1,871)
                                                                      -----------        ----------   --------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense ............         (122,662)         (17,949)     1,025
 Gain on sale of station .......................................                             6,031
 Interest income   .............................................            1,710
 Subsidiary trust minority interest expense   ..................          (23,250)
 Other income (expense)  .......................................              215             (203)
                                                                      -----------        ----------
  Income (loss) before provision (benefit) for income taxes ....          (42,063)          14,893       (846)
PROVISION (BENEFIT) FOR INCOME
 TAXES    ......................................................          (13,116)           7,853       (466)
                                                                      -----------        ----------   --------
NET INCOME (LOSS)  .............................................      $   (28,947)       $   7,040    $  (380)
                                                                      ===========        ==========   ========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   ................................................
NET INCOME (LOSS) PER COMMON AND COMMON
 EQUIVALENT SHARE  .............................................
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING    ..............................





                                                                                          DEBT ISSUANCE,
                                                                      HERITAGE           HYTOPS ISSUANCE,          COMMON
                                                                     ACQUISITION      1996 ACQUISITIONS AND        STOCK
                                                                     ADJUSTMENTS       HERITAGE ACQUISITION       OFFERING
                                                                 -------------------- ----------------------- -----------------
                                                                                                     
REVENUES:
 Station broadcast revenues, net of agency commissions    ......                         $    532,357
 Revenues realized from station barter arrangements ............                               40,179
                                                                                         ------------
  Total revenues   .............................................                              572,536
                                                                                         ------------
OPERATING EXPENSES:
 Program and production  .......................................                               97,500
 Selling, general and administrative    ........................  $     (1,808) (u)           143,985
 Expenses realized from barter arrangements   ..................                               32,588
 Amortization of program contract costs and net realizable
 value adjustments .............................................                               61,613
 Amortization of deferred compensation  ........................                                  933
 Depreciation and amortization of property and equipment .......          (900)(v)             20,479
 Amortization of acquired intangible broadcasting assets, non-
 compete and consulting agreements and other assets ............         9,531 (w)             92,151
 Amortization of excess syndicated programming   ...............                                3,043
                                                                                         ------------
  Total operating expenses  ....................................         6,823                452,292
                                                                  -----------            ------------
  Broadcast operating income (loss)  ...........................        (6,823)               120,244
                                                                  -----------            ------------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense ............       (23,621)(x)           (163,207)         $    9,330 (y)
 Gain on sale of station .......................................                                6,031
 Interest income   .............................................                                1,710
 Subsidiary trust minority interest expense   ..................                              (23,250)
 Other income (expense)  .......................................                                   12
                                                                                         ------------
  Income (loss) before provision (benefit) for income taxes.....       (30,444)               (58,460)              9,330
PROVISION (BENEFIT) FOR INCOME
 TAXES    ......................................................       (12,178)(n)            (17,907)              3,732 (n)
                                                                  -----------            ------------          ----------
NET INCOME (LOSS)  .............................................  $    (18,266)          $    (40,553)         $    5,598
                                                                  ===========            ============          ==========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   ................................................                         $    (40,553)
                                                                                         ============
NET INCOME (LOSS) PER COMMON AND COMMON
 EQUIVALENT SHARE  .............................................                         $      (1.04)
                                                                                         ============
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING    ..............................                               39,058 (o)
                                                                                         ============





                                                                                                            DEBT ISSUANCE,
                                                                    DEBT ISSUANCE,                         HYTOPS ISSUANCE,
                                                                   HYTOPS ISSUANCE,                       1996 ACQUISITIONS,
                                                                  1996 ACQUISITIONS,                     HERITAGE ACQUISITION,
                                                                 HERITAGE ACQUISITION      PREFERRED          COMMON AND
                                                                   AND COMMON STOCK          STOCK          PREFERRED STOCK
                                                                       OFFERING          OFFERING(MM)        OFFERINGS(MM)
                                                                 ---------------------- ---------------- ----------------------
                                                                                                
REVENUES:
 Station broadcast revenues, net of agency commissions    ......    $    532,357                            $    532,357
 Revenues realized from station barter arrangements ............          40,179                                  40,179
                                                                    ------------                            ------------
  Total revenues   .............................................         572,536                                 572,536
                                                                    ------------                            ------------
OPERATING EXPENSES:
 Program and production  .......................................          97,500                                  97,500
 Selling, general and administrative    ........................         143,985                                 143,985
 Expenses realized from barter arrangements   ..................          32,588                                  32,588
 Amortization of program contract costs and net realizable
 value adjustments .............................................          61,613                                  61,613
 Amortization of deferred compensation  ........................             933                                     933
 Depreciation and amortization of property and equipment........          20,479                                  20,479
 Amortization of acquired intangible broadcasting assets, non-
 compete and consulting agreements and other assets ............          92,151                                  92,151
 Amortization of excess syndicated programming   ...............           3,043                                   3,043
                                                                    ------------                            ------------
  Total operating expenses  ....................................         452,292                                 452,292
                                                                    ------------                            ------------
  Broadcast operating income (loss)  ...........................         120,244                                 120,244
                                                                    ------------                            ------------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense ............        (153,877)        $    9,974(aa)         (143,903)
 Gain on sale of station .......................................           6,031                                   6,031
 Interest income   .............................................           1,710                                   1,710
 Subsidiary trust minority interest expense   ..................         (23,250)                                (23,250)
 Other income (expense)  .......................................              12                                      12
                                                                    ------------                            ------------
  Income (loss) before provision (benefit) for income taxes ....         (49,130)             9,974              (39,156)
PROVISION (BENEFIT) FOR INCOME
 TAXES    ......................................................         (14,175)             3,990(n)           (10,185)
                                                                    ------------         ----------         ------------
NET INCOME (LOSS)  .............................................    $    (34,955)        $    5,984         $    (28,971)
                                                                    ============         ==========         ============
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   ................................................    $    (34,955)                           $    (38,346)
                                                                    ============                            ============
NET INCOME (LOSS) PER COMMON AND COMMON
 EQUIVALENT SHARE  .............................................    $      (0.81)                           $      (0.89)
                                                                    ============                            ============
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING    ..............................          43,058 (z)                              43,058 (z)
                                                                    ============                            ============


                                      S-18



                        SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                    FOR THE SIX MONTHS ENDED JUNE 30, 1997
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)




                                                                                                             HERITAGE(G)
                                                 CONSOLIDATED         HYTOPS              DEBT         ------------------------
                                                  HISTORICAL         ISSUANCE           ISSUANCE        HERITAGE     KOKH
                                                  -------------   -----------------  ----------------- ---------   --------
                                                                                                    
REVENUES:
 Station broadcast revenues, net of agency
 commissions   .................................  $  219,701                                           $ 46,451     $ (3,706)
 Revenues realized from station barter ar-
 rangements ....................................      19,870                                              2,430         (125)
                                                  ----------                                           ---------    --------
  Total revenues  ..............................     239,571                                             48,881       (3,831)
                                                  ----------                                           ---------    --------
OPERATING EXPENSES:
 Program and production ........................      46,760                                             15,313       (1,150)
 Selling, general and administrative   .........      51,634                                              9,447         (784)
 Expenses realized from station barter ar-
 rangements ....................................      16,303                                              1,849          (62)
 Amortization of program contract costs and
 net realizable value adjustments   ............      30,918                                                824         (297)
 Amortization of deferred compensation .........         233
 Depreciation and amortization of property
 and equipment    ..............................       8,340                                              2,819         (445)
 Amortization of acquired intangible broad-
 casting assets, non-compete and consult-
 ing agreements and other assets ...............      37,392    $          88 (bb)  $         225 (ee)    4,174         (184)
                                                  ----------    ------------        ------------       ---------    --------
  Total operating expenses .....................     191,580               88                 225        34,426       (2,922)
                                                  ----------    ------------        ------------       ---------    --------
  Broadcast operating income (loss) ............      47,991              (88)               (225)       14,455         (909)
                                                  ----------    ------------        ------------       ---------    --------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount
 expense .......................................     (51,993)           2,894 (cc)         (9,000)(ff)   (9,979)         425
 Gain of sale of station   .....................                                                          9,401
 Interest income  ..............................       1,040
 Subsidiary trust minority interest expense ....      (7,007)          (4,618)(dd)
 Other income  .................................          47                                                (98)
                                                  ----------                                           ---------
  Income (loss) before provision (bene-
  fit) for income taxes ........................      (9,922)          (1,812)             (9,225)       13,779         (484)
PROVISION (BENEFIT) FOR INCOME
 TAXES   .......................................      (4,100)            (725)(n)          (3,690)(n)     7,262         (369)
                                                  ----------    ------------        ------------       ---------    --------
NET INCOME (LOSS) ..............................  $   (5,822)   $      (1,087)      $      (5,535)     $  6,517     $   (115)
                                                  ==========    ============        ============       =========    ========
NET LOSS AVAILABLE TO COMMON
 STOCKHOLDERS  .................................  $   (5,822)
                                                  ==========
NET LOSS PER COMMON AND COM-
 MON EQUIVALENT SHARE ..........................  $    (0.17)
                                                  ==========
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING  ...........................      34,746
                                                  ==========





                                                      HERITAGE             DEBT ISSUANCE,             COMMON
                                                     ACQUISITION           HYTOPS ISSUANCE             STOCK
                                                                                        
                                                  ADJUSTMENTS         AND HERITAGE ACQUISITION     OFFERING
                                                  ------------------- --------------------------   ----------------
REVENUES:
 Station broadcast revenues, net of agency
 commissions   .................................                              $ 262,446
 Revenues realized from station barter ar-
 rangements ....................................                                 22,175
                                                                              ---------
  Total revenues  ..............................                                284,621
                                                                              ---------
OPERATING EXPENSES:
 Program and production ........................                                 60,923
 Selling, general and administrative   ......... $         (883) (gg)            59,414
 Expenses realized from station barter ar-
 rangements ....................................                                 18,090
 Amortization of program contract costs and
 net realizable value adjustments   ............                                 31,445
 Amortization of deferred compensation .........                                    233
 Depreciation and amortization of property
 and equipment    ..............................           (450) (hh)            10,264
 Amortization of acquired intangible broad-
 casting assets, non-compete and consult-
 ing agreements and other assets ...............          4,964 (ii)             46,659
                                                 -------------                ---------
  Total operating expenses .....................          3,631                 227,028
                                                 -------------                ---------
  Broadcast operating income (loss) ............         (3,631)                 57,593
                                                 -------------                ---------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount
 expense .......................................        (10,768) (jj)           (78,421)          $     4,665 (kk)
 Gain of sale of station   .....................                                  9,401
 Interest income  ..............................                                  1,040
 Subsidiary trust minority interest expense ....                                (11,625)
 Other income  .................................                                    (51)
                                                                              ---------
  Income (loss) before provision (bene-
  fit) for income taxes ........................        (14,399)                (22,063)                4,665
PROVISION (BENEFIT) FOR INCOME
 TAXES   .......................................         (5,760) (n)             (7,382)                1,866 (n)
                                                 -------------                ---------           ----------
NET INCOME (LOSS) .............................. $       (8,639)              $ (14,681)          $     2,799
                                                 =============                =========           ==========
NET LOSS AVAILABLE TO COMMON
 STOCKHOLDERS  .................................                              $ (14,681)
                                                                              =========
NET LOSS PER COMMON AND COM-
 MON EQUIVALENT SHARE ..........................                              $   (0.42)
                                                                              =========
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING  ...........................                                 34,769
                                                                              =========





                                                                                              DEBT ISSUANCE,
                                                    DEBT ISSUANCE,                           HYTOPS ISSUANCE,
                                                   HYTOPS ISSUANCE,                        HERITAGE ACQUISITION,
                                                 HERITAGE ACQUISITION       PREFERRED           COMMON AND
                                                      AND COMMON              STOCK           PREFERRED STOCK
                                                                                  
                                                    STOCK OFFERING        OFFERING(MM)         OFFERINGS(MM)
                                                 ---------------------- ------------------ ----------------------
REVENUES:
 Station broadcast revenues, net of agency
 commissions   .................................    $    262,446                              $    262,446
 Revenues realized from station barter ar-
 rangements ....................................          22,175                                    22,175
                                                    ------------                              ------------
  Total revenues  ..............................         284,621                                   284,621
                                                    ------------                              ------------
OPERATING EXPENSES:
 Program and production ........................          60,923                                    60,923
 Selling, general and administrative   .........          59,414                                    59,414
 Expenses realized from station barter ar-
 rangements ....................................          18,090                                    18,090
 Amortization of program contract costs and
 net realizable value adjustments   ............          31,445                                    31,445
 Amortization of deferred compensation .........             233                                       233
 Depreciation and amortization of property
 and equipment    ..............................          10,264                                    10,264
 Amortization of acquired intangible broad-
 casting assets, non-compete and consult-
 ing agreements and other assets ...............          46,659                                    46,659
                                                    ------------                              ------------
  Total operating expenses .....................         227,028                                   227,028
                                                    ------------                              ------------
  Broadcast operating income (loss) ............          57,593                                    57,593
                                                    ------------                              ------------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount
 expense .......................................         (73,756)        $     4,987 (ll)          (68,769)
 Gain of sale of station   .....................           9,401                                     9,401
 Interest income  ..............................           1,040                                     1,040
 Subsidiary trust minority interest expense ....         (11,625)                                  (11,625)
 Other income  .................................             (51)                                      (51)
                                                    ------------                              ------------
  Income (loss) before provision (bene-
  fit) for income taxes ........................         (17,398)              4,987               (12,411)
PROVISION (BENEFIT) FOR INCOME
 TAXES   .......................................          (5,516)              1,994 (n)            (3,522)
                                                    ------------         ----------           ------------
NET INCOME (LOSS) ..............................    $    (11,882)        $     2,993          $     (8,889)
                                                    ============         ==========           ============
NET LOSS AVAILABLE TO COMMON
 STOCKHOLDERS  .................................    $    (11,882)                             $    (13,577)
                                                    ============                              ============
NET LOSS PER COMMON AND COM-
 MON EQUIVALENT SHARE ..........................    $      (0.31)                             $      (0.35)
                                                    ============                              ============
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING  ...........................          38,769 (z)                                38,769 (z)
                                                    ============                              ============


                                      S-19



                        SINCLAIR BROADCAST GROUP, INC.
            NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                            (DOLLARS IN THOUSANDS)

(a)  The Flint T.V., Inc. ("Flint-TV") column reflects the results of operations
     for WSMH for the period from January 1, 1996 to February 28, 1996, the date
     the Flint Acquisition was consummated.

(b)  The Superior  Communications  Group,  Inc.  column  reflects the results of
     operations for Superior for the period from January 1, 1996 to May 7, 1996,
     the date the Superior Acquisition was consummated.

(c)  The KSMO  column  reflects  the results of  operations  for the period from
     January 1, 1996 to June 30, 1996 as the transaction was consummated in July
     1996.

(d)  The WSTR  column  reflects  the results of  operations  for the period from
     January 1, 1996 to July 31,  1996 as the  transaction  was  consummated  in
     August 1996.

(e)  The River City column  reflects  the results of  operations  for River City
     (including KRRT, Inc.) for the period from January 1, 1996 to May 31, 1996,
     the date the  River  City  Acquisition  was  consummated.  The WSYX  column
     removes  the  results of WSYX from the results of River City for the period
     as the Company has not yet  acquired  WSYX.  See  "Business  of Sinclair --
     Broadcasting Acquisition Strategy."

(f)  The WYZZ  column  reflects  the results of  operations  for the period from
     January  1,  1996  to  June  30,  1996  as  the  purchase  transaction  was
     consummated in July 1996.

(g)  The Heritage  column reflects the results of operations for the period from
     January 1, 1996 to December  31, 1996 for the year ended  December 31, 1996
     Pro  Forma  Consolidated   Statement  of  Operations  and  the  results  of
     operations for the period from January 1, 1997 to June 30, 1997 for the six
     months ended June 30, 1997 Pro Forma Consolidated  Statement of Operations.
     The KOKH  column  removes  the results of KOKH from the results of Heritage
     for both periods to reflect the sale of KOKH, which is required pursuant to
     the Heritage  Acquisition  Agreements and with respect to which the Company
     has  entered  into a letter of intent.  See  "Business  of Sinclair -- 1997
     Acquisitions."

(h)  To adjust River City operating expenses for non-recurring LMA payments made
     to KRRT,  Inc.  for KRRT,  Inc.  debt  service and to adjust River City and
     Superior  operating  expenses for employment  contracts and other corporate
     overhead expenses not assumed at the time of the 1996 Acquisitions.

(i)  To  record  compensation  expense  related  to  options  granted  under the
     Company's Long-Term Incentive Plan:


                                                                 YEAR ENDED
                                                                 DECEMBER 31,
                                                                    1996
                                                                -------------
     Compensation expense related to the Long-Term Incentive
     Plan on a pro forma basis  ..............................    $  933
     Less: Compensation expense recorded by the Company re-
     lated to the Long-Term Incentive Plan                          (739)
                                                                  ------
                                                                  $  194
                                                                  ======


(j)  To record  depreciation  expense  related to acquired  tangible  assets and
     eliminate depreciation expense recorded by Flint-TV,  Superior, KSMO, WSTR,
     River City and WYZZ from the period of January 1, 1996  through the date of
     acquisition.  Tangible assets are to be depreciated over lives ranging from
     5 to 29.5 years, calculated as follows:




                                                                      YEAR ENDED
                                                                   DECEMBER 31, 1996
                                                           ---------------------------------
                                                           FLINT-TV   SUPERIOR      KSMO
                                                           ---------- ---------- -----------
                                                                        
   Depreciation expense on acquired tangible assets    ...  $ 32       $  315     $   240
   Less: Depreciation expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ    .........      (4)      (373)       (374)
                                                            -----      ------     -------
   Pro forma adjustment  .................................  $ 28       $  (58)    $  (134)
                                                            =====      ======     =======



                                                             WSTR    RIVER CITY      WYZZ       TOTAL
                                                           --------- ------------ ----------- -----------
                                                                                  
   Depreciation expense on acquired tangible assets    ... $  507     $   3,965    $ 159      $  5,218
   Less: Depreciation expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ    .........   (284)       (5,120)        (6)     (6,161)
                                                           -------    ---------    ------     ---------
   Pro forma adjustment  ................................. $  223     $  (1,155)   $ 153      $   (943)
                                                           =======    =========    ======     =========



(k)  To record  amortization  expense related to acquired  intangible assets and
     deferred  financing costs and eliminate  amortization  expense  recorded by
     Flint-TV,  Superior,  KSMO,  WSTR,  River  City and WYZZ from the period of
     January 1, 1996 through date of  acquisition.  Intangible  assets are to be
     amortized over lives ranging from 1 to 40 years, calculated as follows:




                                                                   YEAR ENDED
                                                                DECEMBER 31, 1996
                                                          -----------------------------
                                                          FLINT-TV   SUPERIOR    KSMO
                                                          ---------- ---------- -------
                                                                       
   Amortization expense on acquired intangible assets       $ 167     $   827     $ 180
   Deferred financing costs   ...........................
   Less: Amortization expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ   .........      --        (529)       --
                                                            ------    -------    ------
   Pro forma adjustment    ..............................   $ 167     $   298     $ 180
                                                            ======    =======    ======



                                                           WSTR   RIVER CITY     WYZZ        TOTAL
                                                          ------- ------------ ---------- ------------
                                                                              
   Amortization expense on acquired intangible assets     $ 285   $  12,060     $ 99      $  13,618
   Deferred financing costs   ...........................             1,429                   1,429
   Less: Amortization expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ   .........  (39)     (10,442)        (3)     (11,013)
                                                          -----   ----------    -----     ----------
   Pro forma adjustment    .............................. $ 246   $   3,047     $ 96      $   4,034
                                                          =====   ==========    =====     ==========



                                      S-20



(l)  To  record  interest  expense  for the  year  ended  December  31,  1996 on
     acquisition  financing  relating  to  Superior  of $59,850  (under the Bank
     Credit  Agreement  at 8.0% for four  months),  KSMO and WSTR of $10,425 and
     $7,881,  respectively (both under the Bank Credit Agreement at 8.0% for six
     months),  River City  (including  KRRT) of $868,300  (under the Bank Credit
     Agreement  at 8.0% for five  months)  and of $851  for  hedging  agreements
     related to the River  City  financing  and WYZZ of $20,194  (under the Bank
     Credit  Agreement at 8.0% for six months) and  eliminate  interest  expense
     recorded. No interest expense has been recorded for Flint-TV as it has been
     assumed  that the  proceeds  from  the 1995  Notes  were  used to  purchase
     Flint-TV.




                                                                                      YEAR ENDED
                                                                                   DECEMBER 31, 1996
                                                       -------------------------------------------------------------------------
                                                        SUPERIOR     KSMO       WSTR     RIVER CITY      WYZZ         TOTAL
                                                       ----------- --------- ----------- ------------ ----------- --------------
                                                                                                
   Interest expense adjustment as noted above   ...... $ (1,596)    $  (417)  $  (315)    $ (29,032)   $  (808)    $  (32,168)
   Less: Interest expense recorded by Superior, KSMO,
    WSTR, River City and WYZZ ........................      457         823     1,127        12,352         --         14,759
                                                       ---------    -------   -------     ---------    -------     ----------
   Pro forma adjustment    ........................... $ (1,139)    $   406   $   812     $ (16,680)   $  (808)    $  (17,409)
                                                       =========    =======   =======     =========    =======     ==========



(m)  To  eliminate  interest  income for the year  ended  December  31,  1996 on
     proceeds  from the sale of the 1995  Notes due to  assumed  utilization  of
     excess cash for the  following  acquisitions:  Flint-TV,  KSMO and WSTR and
     WYZZ of $34,400  (with a commercial  bank at 5.7% for two months),  $10,425
     and $7,881 (both with a commercial bank at 5.7% for six months) and $20,194
     (with a commercial bank at 5.7% for six months).




                                                                                  YEAR ENDED
                                                                               DECEMBER 31, 1996
                                                      -------------------------------------------------------------------
                                                      FLINT-TV     KSMO      WSTR    RIVER CITY     WYZZ       TOTAL
                                                      ---------- --------- --------- ------------ --------- -------------
                                                                                          
   Interest income adjustment as noted above   ......  $  (327)  $ (297)   $ (226)     $    --    $ (576)    $  (1,426)
   Less: Interest income recorded by Flint-TV, KSMO,
    WSTR, River City and WYZZ   .....................       --       --       (15)        (195)       --          (210)
                                                       -------   -------   -------     -------    -------    ---------
   Pro forma adjustment   ...........................  $  (327)  $ (297)   $ (241)     $  (195)   $ (576)    $  (1,636)
                                                       =======   =======   =======     =======    =======    =========



(n)  To record tax provision (benefit) at the applicable statutory tax rates.

(o)  Weighted  average shares  outstanding on a pro forma basis assumes that the
     1,150,000  shares of Series B Preferred  Stock were  converted to 4,181,818
     shares of Class A Common Stock and the  Company's  Incentive  Stock Options
     and Long-Term  Incentive Plan Options were  outstanding as of the beginning
     of the period.

(p)  To record  amortization  expense on other  assets that relate to the HYTOPS
     Issuance for one year ($6,000 over 12 years).

(q)  To  record  the  net  interest  expense   reduction  for  1996  related  to
     application  of the HYTOPS  Issuance  proceeds to the  outstanding  balance
     under the  revolving  credit  facility  offset by an increase in commitment
     fees for the available but unused portion of the revolving  credit facility
     for the year ended December 31, 1996.


                                                                                       
     Interest on adjusted borrowing on the revolving credit facility ..................    $ 12,600
     Commitment fee on available but unused borrowings of $250,000 of revolving credit
      facility at 1/2 of 1% for 12 months .............................................      (1,250)
     Commitment fee on available borrowings recorded by the Company  ..................         470
                                                                                           --------
     Pro forma adjustment  ............................................................    $ 11,820
                                                                                           ========




(r)  To record  subsidiary  trust minority  interest  expense for the year ended
     December 31, 1996 ($200,000 aggregate liquidation value of HYTOPS).

(s)  To record amortization expense on other assets for one year ($4,500 over 10
     years). See note (f) of notes to Pro Forma Consolidated Balance Sheet.

(t)  To record interest expense on the 1997 Notes for one year ($200,000 at 9%).

(u)  To adjust Heritage operating expenses for corporate overhead expenses which
     the Company does not expect to incur upon its  consummation of the Heritage
     Acquisition on a going-forward basis.

(v)  To record  depreciation  expense  related to  acquired  tangible  assets of
     $3,550 and eliminate  depreciation  expense of $4,450 recorded by Heritage.
     Tangible  assets are to be  depreciated  over lives  ranging from 5 to 29.5
     years.

(w)  To record  amortization  expense related to acquired  intangible  assets of
     $17,624 and eliminate  amortization expense of $8,093 recorded by Heritage.
     Intangible  assets  are to be  amortized  over lives  ranging  from 1 to 40
     years.

(x)  To record interest expense on acquisition  financing of $570,000 (under the
     Bank Credit  Agreement at 71/4%),  net of $780 of  commitment  fees for the
     available  but  unused  portion  of  the  revolving  credit  facility,  and
     eliminated interest expense of $16,924 recorded by Heritage.

(y)  To record the interest  expense  reduction of $9,938 related to application
     of the Common Stock Offering proceeds to the


                                      S-21



     outstanding  balance  under  the  revolving  credit  facility  offset by an
     increase in commitment fees of $608 for the available but unused portion of
     the revolving credit facility.

(z)  Weighted  average shares  outstanding on a pro forma basis assumes that the
     4,000,000  shares of Class A Common  Stock to be issued in the Common Stock
     Offering were outstanding as of the beginning of the period.

(aa) To record the interest expense  reduction of $10,518 related to application
     of the Preferred Stock Offering  proceeds to the outstanding  balance under
     the revolving  credit  facility offset by an increase in commitment fees of
     $544 for the available but unused portion of the revolving credit facility.

(bb) To record  amortization  expense on other  assets  that  resulted  from the
     HYTOPS Issuance for six months ($6,000 over 12 years).


     Amortization expense on other assets  ...............    $  250
     Amortization expense recorded by the Company   ......      (162)
                                                              ------
     Pro forma adjustment   ..............................    $   88
                                                              ======


(cc) To  record  the  net  interest  expense   reduction  for  1997  related  to
     application  of the HYTOPS  Issuance  proceeds to the  outstanding  balance
     under the  revolving  credit  facility  offset by an increase in commitment
     fees for the available but unused portion of the revolving  credit facility
     for the quarter ended June 30, 1997.


                                                                                       
     Interest on adjusted borrowing on the revolving credit facility    ...............    $3,235
     Commitment fee on available but unused borrowings of $250,000 of revolving credit
      facility at 1/2 of 1% for six months   ..........................................      (625)
     Commitment fee on available borrowings recorded by the Company  ..................       284
                                                                                           ------
     Pro forma adjustment  ............................................................    $2,894
                                                                                           ======




(dd) To record  subsidiary trust minority interest expense for the quarter ended
     June 30, 1997 ($200,000 aggregate liquidation value HYTOPS).


                                                                                         
     Subsidiary trust minority interest expense for six months   ........................    $ (11,625)
     Subsidiary trust minority interest expense made by the Company during the quarter   .       7,007
                                                                                             ---------
     Pro forma adjustment ...............................................................    $  (4,618)
                                                                                             =========




(ee) To record amortization  expense on other assets for six months ($4,500 over
     10 years). See note (f) of notes to Pro Forma Consolidated Balance Sheet.

(ff) To record  interest  expense on the 1997 Notes for six months  ($200,000 at
     9%).

(gg) To adjust Heritage operating expenses for corporate overhead expenses which
     the Company does not expect to incur upon its  consummation of the Heritage
     Acquisition on a going-forward basis.

(hh) To record  depreciation  expenses  related to acquired  tangible  assets of
     $1,775 and eliminate  depreciation  expense of $2,225 recorded by Heritage.
     Tangible  assets are to be  depreciated  over lives  ranging from 5 to 29.5
     years.

(ii) To record  amortization  expense related to acquired  intangible  assets of
     $8,954 and eliminate  amortization  expense of $3,990 recorded by Heritage.
     Intangible  assets  are to be  amortized  over lives  ranging  from 1 to 40
     years.

(jj) To record interest expense on acquisition  financing of $570,000 (under the
     Bank Credit  Agreement at 71/4%),  net of $341 of  commitment  fees for the
     available  but  unused  portion  of  the  revolving  credit  facility,  and
     eliminate interest expense of $9,554 recorded by Heritage.

(kk) To record the interest  expense  reduction of $4,969 related to application
     of the Common Stock Offering proceeds to the outstanding  balance under the
     revolving  credit facility offset by an increase in commitment fees of $304
     for the available but unused portion of the revolving credit facility.

(ll) To record the interest  expense  reduction of $5,259 related to application
     of the Preferred Stock Offering  proceeds to the outstanding  balance under
     the revolving  credit  facility offset by an increase in commitment fees of
     $272 for the available but unused portion of the revolving credit facility.

(mm) There  can be no  assurance  that  the  Preferred  Stock  Offering  will be
     consummated. The completion of the Common Stock Offering is not conditioned
     upon the completion of the Preferred Stock Offering.


                                      S-22



                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SINCLAIR

INTRODUCTION


     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has pending  acquisitions of four  additional  television
stations,  and has pending  acquisitions of the right to provide  programming to
two additional stations. The Company believes it is also one of the top 20 radio
groups in the United States, when measured by the total number of radio stations
owned,  programmed or with which the Company has Joint Sales Agreements  (JSAs).
The Company owns or provides  sales services to 27 radio  stations,  has pending
acquisitions  of 24 radio  stations,  and has  options to acquire an  additional
seven radio stations. 

     The  operating  revenues of the Company are derived from local and national
advertisers and, to a much lesser extent, from television network  compensation.
The  Company's  primary  operating  expenses  involved in owning,  operating  or
programming  the television  and radio  stations are  syndicated  program rights
fees, commissions on revenues, employee salaries,  news-gathering and promotion.
Amortization  and  depreciation of costs  associated with the acquisition of the
stations and interest  carrying  charges are significant  factors in determining
the Company's overall profitability.

     Set forth below are the principal types of broadcast  revenues  received by
the Company's stations for the periods indicated and the percentage contribution
of each type to the Company's total gross broadcast revenues:


                              BROADCAST REVENUES
                            (DOLLARS IN THOUSANDS)




                                                                YEARS ENDED DECEMBER 31,
                                     ------------------------------------------------------------------------------
                                               1994                       1995                       1996
                                     ------------------------   ------------------------   ------------------------
                                                                                       
Local/regional advertising  ......   $ 67,881         48.6%     $ 104,299        47.5%     $ 199,029        49.4%
National advertising  ............     69,374         49.6       113,678         51.7       191,449         47.6
Network compensation  ............        302          0.2           442          0.2         3,907          1.0
Political advertising ............      1,593          1.1           197          0.1         6,972          1.7
Production   .....................        696          0.5         1,115          0.5         1,142          0.3
                                     ---------      ------      ---------      ------      ---------      ------
Broadcast revenues ...............    139,846        100.0%      219,731        100.0%      402,499        100.0%
                                                    ======                     ======                     ======
Less: agency commissions .........    (21,235)                   (31,797)                   (56,040)
                                     ---------                  ---------                  ---------
Broadcast revenues, net  .........    118,611                    187,934                    346,459
Barter revenues ..................     10,743                     18,200                     32,029
                                     ---------                  ---------                  ---------
Total revenues  ..................   $ 129,354                  $ 206,134                  $ 378,488
                                     =========                  =========                  =========



     The  Company's   primary  types  of  programming   and  their   approximate
percentages  of 1996 net broadcast  revenues were network  programming  (14.1%),
children's   programming  (7.4%)  and  other  syndicated   programming  (56.7%).
Similarly,  the Company's  three largest  categories  of  advertising  and their
approximate  percentages of 1996 net broadcast revenues were automotive (17.4%),
fast food advertising  (9.2%) and movies (5.5%). No other  advertising  category
accounted for more than 5% of the  Company's net broadcast  revenues in 1996. No
individual  advertiser  accounted  for  more  than  5% of any  of the  Company's
individual station's net broadcast revenues in 1996.


                                      S-23



     The following  table sets forth certain  operating  data of the Company for
the years ended  December 31, 1994,  1995 and 1996 and the six months ended June
30, 1996 and 1997:


                                 OPERATING DATA
                            (DOLLARS IN THOUSANDS)




                                                                                                         SIX MONTHS
                                                               YEARS ENDED DECEMBER 31,                ENDED JUNE 30,
                                                      ------------------------------------------ ---------------------------
                                                          1994           1995          1996          1996          1997
                                                      -------------- ------------- ------------- ------------- -------------
                                                                                                
Net broadcast revenues ..............................  $  118,611     $ 187,934     $ 346,459     $ 117,339     $ 219,701
Barter revenues  ....................................      10,743        18,200        32,029         9,571        19,870
                                                       ----------     ---------     ---------     ---------     ---------
Total revenues   ....................................     129,354       206,134       378,488       126,910       239,571
                                                       ----------     ---------     ---------     ---------     ---------
Operating expenses, excluding depreciation and
 amortization and special bonuses paid to executive
 officers  ..........................................      50,545        80,446       167,765        52,826       114,697
Depreciation and amortization   .....................      55,587        80,410       118,038        45,493        76,650
Amortization of deferred compensation ...............          --            --           739           506           233
Amortization of excess syndicated programming  ......          --            --         3,043            --            --
Special bonuses to executive officers ...............       3,638            --            --            --            --
                                                       ----------     ---------     ---------     ---------     ---------
Broadcast operating income   ........................  $   19,584     $  45,278     $  88,903     $  28,085     $  47,991
                                                       ==========     =========     =========     =========     =========
BROADCAST CASH FLOW (BCF) DATA:
Television BCF   ....................................  $   67,519     $ 111,124     $ 175,212     $  63,309     $  98,032
Radio BCF  ..........................................          --            --        14,004         1,770         7,568
                                                       ----------     ---------     ---------     ---------     ---------
Consolidated BCF (a)   ..............................  $   67,519     $ 111,124     $ 189,216     $  65,079     $ 105,600
                                                       ==========     =========     =========     =========     =========
Television BCF margin  ..............................        56.9%         59.1%         56.7%         56.3%         51.2%
Radio BCF margin ....................................          --            --          37.3%         36.4%         26.7%
Consolidated BCF margin (b)  ........................        56.9%         59.1%         54.6%         55.5%         48.1%
OTHER DATA:
Adjusted EBITDA(c)  .................................  $   64,547     $ 105,750     $ 180,272     $  62,013     $  98,615
Adjusted EBITDA margin (b)   ........................        54.4%         56.3%         52.0%         52.8%         44.9%
After-tax cash flow (d)   ...........................  $   21,310     $  46,376     $  74,441     $  30,441     $  32,737
Program contract payments ...........................      14,262        19,938        30,451        12,071        26,259
Corporate expense   .................................       2,972         5,374         8,944         3,066         6,985


- ----------

(a) "Consolidated  BCF" is defined as broadcast  operating income plus corporate
    overhead expenses, special bonuses paid to executive officers,  depreciation
    and amortization  (including film  amortization and amortization of deferred
    compensation  and excess  syndicated  programming),  less cash  payments for
    program contract rights.  Cash program payments represent cash payments made
    for current program  payables and do not  necessarily  correspond to program
    usage.   Special   bonuses  paid  to  executive   officers  are   considered
    non-recurring  expenses. The Company has presented broadcast cash flow data,
    which the Company  believes  are  comparable  to the data  provided by other
    companies in the industry,  because such data are commonly used as a measure
    of performance for broadcast companies.  However,  Consolidated BCF does not
    purport to represent  cash provided by operating  activities as reflected in
    the  Company's  consolidated  statements  of cash flow,  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.

(b) "Consolidated  BCF  margin" is defined as broadcast cash flow divided by net
    broadcast  revenues.  "Adjusted EBITDA margin" is defined as Adjusted EBITDA
    divided by net broadcast revenues.

(c) "Adjusted EBITDA" is defined as broadcast cash flow less corporate  expenses
    and is a commonly  used  measure of  performance  for  broadcast  companies.
    Adjusted  EBITDA does not purport to  represent  cash  provided by operating
    activities  as reflected in the  Company's  consolidated  statements of cash
    flows, 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.

(d) "After-tax cash flow" is defined as net income (loss) plus  depreciation and
    amortization   (excluding  film  amortization),   amortization  of  deferred
    compensation,  and the  deferred  tax  provision  (or minus the deferred tax
    benefit).  After-tax  cash  flow  is  presented  here  not as a  measure  of
    operating  results  and does not  purport  to  represent  cash  provided  by
    operating  activities.  After-tax  cash flow  should  not be  considered  in
    isolation  or as a  substitute  for  measures  of  performance  prepared  in
    accordance with generally accepted accounting principles.


                                      S-24



RESULTS OF OPERATIONS


SIX MONTHS ENDED JUNE 30, 1996 AND 1997


     Total  revenues  increased to $239.6  million for the six months ended June
30, 1997 from $126.9  million for the six months ended June 30, 1996,  or 88.8%.
After  excluding  the effects of non-cash  barter  transactions,  net  broadcast
revenues for the six months ended June 30, 1997  increased by 87.2% over the six
months ended June 30, 1996. The increase in broadcast revenues was primarily the
result of acquisitions and LMA  transactions  consummated by the Company in 1996
(the "1996  Acquisitions") and, to a lesser extent,  market growth in television
broadcast revenue and television broadcast revenue on a same stations basis.

     Operating  expenses  excluding  depreciation,  amortization  of  intangible
assets and amortization of deferred compensation increased to $114.7 million for
the six months  ended June 30, 1997 from $52.8  million for the six months ended
June 30, 1996, or 117.2%. The increase in expenses for the six months ended June
30,  1997 as  compared  to the six  months  ended  June 30,  1996 was  primarily
attributable to operating costs associated with the 1996 Acquisitions  (92.9% of
increase  for the six  month  period)  and an  increase  in  corporate  overhead
expenses  (6.3% of increase for the six month period)  related  primarily to the
additional expense of managing a larger base of operations.

     Broadcast  operating  income  increased to $48.0 million for the six months
ended June 30, 1997 from $28.1  million for the six months  ended June 30, 1996,
or 70.8%.  The increase in broadcast  operating  income for the six months ended
June 30, 1997 as compared  to the six months  ended June 30, 1996 was  primarily
attributable to the 1996 Acquisitions.

     Interest  expense  increased to $52.0 million for the six months ended June
30, 1997 from $27.6  million for the six months ended June 30,  1996,  or 88.4%.
The  increase  in  interest  expense  for the six  months  ended  June 30,  1997
primarily  related to indebtedness  incurred by the Company to finance the River
City  Acquisition  on May 31,  1996,  other  subsequent  1996  acquisitions  and
acquisitions  consummated in 1997 (the "1997  Acquisitions").  Subsidiary  Trust
Minority Interest Expense of $7.0 million for the six months ended June 30, 1997
is  related  to  the  HYTOPS.   Subsidiary   Trust  Minority   Interest  Expense
distributions will be partially offset by reductions in interest expense because
a  portion  of the  proceeds  of the  sale of the  HYTOPS  was  used  to  reduce
indebtedness under the Company's Bank Credit Agreement.

     Interest  and other  income  decreased  to $1.1  million for the six months
ended June 30, 1997 from $3.2 million for the six months ended June 30, 1996, or
65.6%.  This  decrease was  primarily  due to lower  average  cash  balances and
related interest income. 

     The net  deferred  tax asset  increased to $8.2 million as of June 30, 1997
from  $782,000 at December 31, 1996.  The increase in the Company's net deferred
tax asset as of June 30, 1997 as compared to December 31, 1996 primarily results
from the  anticipation  that the pre-tax losses incurred in the first six months
of 1997 will be used to offset future taxable income.

     Net loss for the six months ended June 30, 1997 was $5.8 million or $(0.17)
per share  compared to net income of $1.5 million or $0.04 per share for the six
months ended June 30, 1996.

     Broadcast  cash flow  increased to $105.6  million for the six months ended
June 30, 1997 from $65.1  million  for the six months  ended June 30,  1996,  or
62.2%. This increase in broadcast cash flow primarily resulted from the 1996 and
1997 Acquisitions and, to a lesser extent,  increases in net broadcast  revenues
on a same station basis.  The Company's  broadcast cash flow margin decreased to
48.1% for the six months ended June 30, 1997 from 55.5% for the six months ended
June 30,  1996.  Excluding  the  effect of radio  station  broadcast  cash flow,
television  broadcast  cash flow  margin  decreased  to 51.2% for the six months
ended  June 30,  1997 from 56.3% for the six months  ended  June 30,  1996.  The
decrease in  broadcast  cash flow margins for the six months ended June 30, 1997
as compared to the six months ended June 30, 1996  primarily  resulted  from the
lower  margins of the acquired  radio  broadcasting  assets and lower margins of
certain television stations acquired during 1996. For television stations owned,
operated or programmed for the six months ended June 30, 1996 and the six months
ending June 30, 


                                      S-25



1997,  broadcast cash flow margins increased from 55.5% to 57.0%,  respectively.
This  increase  primarily  resulted  from expense  savings  related to synergies
realized from the 1996  Acquisitions  combined  with  increases in net broadcast
revenue.

     Adjusted  EBITDA  increased to $98.6  million for the six months ended June
30, 1997 from $62.0  million for the six months ended June 30,  1996,  or 59.0%.
This  increase  in  Adjusted  EBITDA for the six months  ended June 30,  1997 as
compared to the six months ended June 30, 1996  resulted  from the 1996 and 1997
Acquisitions.  The Company's  Adjusted EBITDA margin  decreased to 44.9% for the
six  months  ended June 30,  1997 from  52.8% for the six months  ended June 30,
1996.  The decrease in Adjusted  EBITDA margin for the six months ended June 30,
1997 as compared to the six months ended June 30, 1996  primarily  resulted from
operating cost  structures at certain of the acquired  stations and increases in
corporate  overhead  expenses.  The  Company  has  begun to  implement  and will
continue to implement  operating and programming  expense savings resulting from
synergies  realized from the  businesses  acquired in and prior to 1996 and 1997
and  believes  that the  benefits of the  implementation  of these  methods will
result in improvement  in broadcast cash flow margin and Adjusted  EBITDA margin
over time.

     After-tax  cash flow  increased  to $32.7  million for the six months ended
June 30, 1997 from $30.4  million  for the six months  ended June 30,  1996,  or
7.6%. The increase in after-tax cash flow for the six months ended June 30, 1997
as compared to the six months ended June 30, 1996  primarily  resulted  from the
1996 and 1997  Acquisitions  and internal growth,  offset by increased  interest
expense on the debt incurred to consummate  the 1996 and 1997  Acquisitions  and
subsidiary trust minority interest expense related to the HYTOPS Issuance during
March 1997. 


YEARS ENDED DECEMBER 31, 1996 AND 1995


     Total revenues  increased to $378.5 million for the year ended December 31,
1996 from  $206.1  million  for the year  ended  December  31,  1995,  or 83.6%.
Excluding the effects of non-cash barter  transactions,  net broadcast  revenues
for the year ended  December  31,  1996  increased  by 84.4% over the year ended
December 31, 1995.  The increase in broadcast  revenues was primarily the result
of  acquisitions  and LMA  transactions  consummated by the Company in 1995 (the
"1995  Acquisitions")  and 1996.  For  stations  owned,  operated or  programmed
throughout 1995 and 1996,  television  broadcast  revenue grew 2.1% for the year
ended  December 31, 1996 when compared to the year ended  December 31, 1995. For
stations  owned,  operated or programmed  throughout  1994 and 1995,  television
broadcast  revenue grew 12.8% for the year ended December 31, 1995 when compared
to the year ended  December  31, 1994.  The  decrease in 1996 revenue  growth as
compared to 1995 revenue growth primarily  resulted from the loss in 1996 of the
Fox  affiliation  at  WTTO  in the  Birmingham  market,  the  loss  of  the  NBC
affiliation  at WRDC in the Raleigh  market and decreases in ratings at WCGV and
WNUV in the Milwaukee and Baltimore markets, respectively.

     Operating  expenses  excluding  depreciation,  amortization  of  intangible
assets  and  amortization  of  deferred   compensation  and  excess   syndicated
programming  costs  increased to $167.8  million for the year ended December 31,
1996 from $80.4  million for the year ended  December 31, 1995,  or 108.7%.  The
increase in  expenses  for the year ended  December  31, 1996 as compared to the
year ended  December  31,  1995 was  largely  attributable  to  operating  costs
associated  with  the  1995  and  1996  Acquisitions,  an  increase  in LMA fees
resulting from LMA transactions and an increase in corporate overhead expenses.

     Broadcast  operating  income  increased to $88.9 million for the year ended
December 31, 1996,  from $45.3 million for the year ended  December 31, 1995, or
96.2%.  The increase in broadcast  operating  income for the year ended December
31,  1996 as  compared  to the  year  ended  December  31,  1995  was  primarily
attributable to the 1995 and 1996 Acquisitions. 

     Interest expense increased to $84.3 million for the year ended December 31,
1996 from $39.3  million for the year ended  December 31, 1995,  or 114.5%.  The
increase in interest  expense for the year ended December 31, 1996 was primarily
related to senior bank indebtedness incurred by the Company to finance the River
City Acquisition and other acquisitions.


                                      S-26



     Interest  and other  income  decreased  to $3.5  million for the year ended
December  31, 1996 from $4.2 million for the year ended  December  31, 1995,  or
16.7%.  The decrease for the year ended  December 31, 1996 was  primarily due to
lower cash balances and related  interest  income  resulting  from cash payments
made in February 1996 when the Company made a $34.4 million payment  relating to
the WSMH  acquisition  and April 1996 when the Company  made a $60 million  down
payment relating to the River City Acquisition.  The decrease in interest income
was  offset by an  increase  in other  income  resulting  from the 1995 and 1996
Acquisitions. 

     For the reasons described above, net income for the year ended December 31,
1996 was $1.1 million or $0.03 per share  compared to net income of $5.0 million
or $0.15 per share for the year ended December 31, 1995 before the extraordinary
loss on early extinguishment of debt.

     Broadcast cash flow increased to $189.2 million for the year ended December
31, 1996 from $111.1 million for the year ended December 31, 1995, or 70.3%. The
increase in broadcast cash flow for the year ended December 31, 1996 as compared
to the year ended  December 31, 1995  primarily  resulted from the 1995 and 1996
Acquisitions.  For stations  owned,  operated or programmed  throughout 1995 and
1996,  broadcast  cash flow grew 1.3% for the year ended  December 31, 1996 when
compared to the year ended  December 31, 1995. For stations  owned,  operated or
programmed throughout 1994 and 1995, broadcast cash flow grew 23.7% for the year
ended  December 31, 1995 when compared to the year ended  December 31, 1994. The
decrease in 1996  broadcast  cash flow growth as compared to 1995 broadcast cash
flow growth  primarily  resulted from the loss in 1996 of the Fox affiliation at
WTTO in the Birmingham  market,  the loss of the NBC  affiliation at WRDC in the
Raleigh  market and  decreases in ratings at WCGV and WNUV in the  Milwaukee and
Baltimore  markets,  respectively.  The  Company's  broadcast  cash flow  margin
decreased to 54.6% for the year ended  December 31, 1996 from 59.1% for the year
ended  December 31, 1995.  Excluding the effect of radio station  broadcast cash
flow,  television  station broadcast cash flow margin decreased to 56.7% for the
year ended  December  31, 1996 as compared to 59.1% for the year ended  December
31,  1995.  The  decrease  in  broadcast  cash flow  margins  for the year ended
December  31,  1996 as compared to the year ended  December  31, 1995  primarily
resulted from the lower margins of the acquired  radio  broadcasting  assets and
lower  margins of certain of the  acquired  television  stations.  For  stations
owned,  operated or programmed  throughout  1996 and 1995,  broadcast  cash flow
margins were  unchanged  when  comparing  the years ended  December 31, 1996 and
1995. The Company believes that margins of certain of the acquired stations will
improve as operating and programming synergies are implemented.

     Adjusted EBITDA increased to $180.3 million for the year ended December 31,
1996 from $105.8  million for the year ended  December 31, 1995,  or 70.4%.  The
increase in Adjusted  EBITDA for the year ended December 31, 1996 as compared to
the year ended  December 31, 1995 resulted from the 1995 and 1996  Acquisitions.
The  Company's  Adjusted  EBITDA  margin  decreased  to 52.0% for the year ended
December 31, 1996 from 56.3% for the year ended  December 31, 1995. The decrease
in Adjusted  EBITDA  margins for the year ended December 31, 1996 as compared to
the year ended December 31, 1995 primarily  resulted from higher operating costs
at certain of the acquired stations. The Company has begun to implement and will
continue  to  implement  operating  and  programming  synergies  throughout  the
businesses acquired in and prior to 1996. The Company believes that the benefits
of the  implementation  of these methods will result in improvement in broadcast
cash flow and Adjusted EBITDA margins in future periods.

     After-tax  cash flow increased to $74.4 million for the year ended December
31, 1996 from $46.4 million for the year ended December 31, 1995, or 60.3%.  The
increase in after-tax cash flow for the year ended December 31, 1996 as compared
to the year ended  December 31, 1995  primarily  resulted from the 1995 and 1996
Acquisitions offset by interest expense on the debt incurred to consummate these
acquisitions. 


YEARS ENDED DECEMBER 31, 1995 AND 1994


     Total revenues  increased to $206.1 million for the year ended December 31,
1995,  from $129.4 million for the year ended December 31, 1994, or 59.3%.  This
increase  includes  revenues  from  the  acquisitions  of WTVZ  and WLFL and the
entering into LMA agreements with WABM and WDBB. 


                                      S-27



This increase also includes the first full year of revenues from the acquisition
of WCGV and WTTO and the entering into LMA agreements  with WNUV,  WVTV and FSFA
(the "1994 Acquisitions"). Excluding the effect of non-cash barter transactions,
net broadcast  revenues  increased to $187.9 million for the year ended December
31, 1995 from $118.6 million for the year ended December 31, 1994, or 58.4%.

     These  increases in net broadcast  revenues were  primarily a result of the
1994 and 1995 Acquisitions and LMA transactions  consummated by the Company,  as
well as television  broadcast  revenue growth in each of the Company's  markets.
WPGH,  the  Pittsburgh  Fox  affiliate,  achieved in excess of 14% net broadcast
revenue  growth for the year ended  December  31,  1995 as  compared to the year
ended  December 31, 1994.  This  increase was  primarily  attributable  to a new
metered  rating  service  that  began in May 1995 which  significantly  improved
WPGH's market rating.  WBFF, the Fox affiliate in Baltimore and WCGV, the former
Fox affiliate, now a UPN affiliate in Milwaukee,  both achieved in excess of 10%
net broadcast  revenue  growth as these stations began to realize the advantages
of having an LMA in these markets.

     Operating  expenses  excluding  depreciation  and  amortization and special
bonuses paid to executive officers increased to $80.4 million for the year ended
December 31, 1995 from $50.5 million for the year ended December 31, 1994. These
increases  in expenses  were  primarily  attributable  to increases in operating
expenses  relating to the 1994 and 1995  Acquisitions,  including the payment of
LMA fees  which  increased  to  approximately  $5.6  million  for the year ended
December  31, 1995 as compared to $1.1  million for the year ended  December 31,
1994.  Corporate  overhead expenses  increased 80.8% for the year ended December
31, 1995 as compared to the year ended  December  31,  1994.  This  increase was
primarily  due to  expenses  associated  with  being  a  public  company  (i.e.,
directors and officers  insurance,  travel expenses and  professional  fees) and
executive  bonus  accruals  for bonuses  which were paid based on  achieving  in
excess of 20% growth  percentages in pro forma  broadcast cash flow for the year
1995 compared to 1994.

     Broadcast  operating  income  increased to $45.3 million for the year ended
December 31, 1995 from $19.6  million for the year ended  December 31, 1994,  or
131.1%.  This increase in broadcast  operating  income was primarily a result of
the 1994 and 1995 Acquisitions and an increase in television  broadcast revenues
in each of the Company's  markets,  partially  offset by increased  amortization
expenses related to these acquisitions. 

     Interest expense increased to $39.3 million for the year ended December 31,
1995 from $25.4  million for the year ended  December  31, 1994,  or 54.7%.  The
major  component of this increase in interest  expense was increased  borrowings
under the Bank  Credit  Agreement  to  finance  the 1994 and 1995  Acquisitions.
During August 1995, the Company issued $300 million of Senior Subordinated Notes
and used a portion of the net proceeds to repay outstanding  indebtedness  under
the  Bank  Credit  Agreement  and the  remainder  provided  an  increase  to the
Company's cash balances of  approximately  $91.4 million.  The interest  expense
related to these notes was  approximately  $10.0 million in 1995.  This increase
was partially  offset by the  application  of the net proceeds of an offering of
Class A Common  Stock to reduce a  portion  of the  indebtedness  under the Bank
Credit Agreement during June 1995. Interest expense was also reduced as a result
of the  application  of net cash  flow  from  operating  activities  to  further
decrease borrowings under the Bank Credit Agreement.

     Interest  and other  income  increased  to $4.2  million for the year ended
December  31, 1995 from $2.4 million for the year ended  December  31, 1994,  or
75.0%.  This increase in interest income primarily  resulted from an increase in
cash  balances  that  remained  from the proceeds of Senior  Subordinated  Notes
issued in August 1995. Income (loss) before benefit (provision) for income taxes
and  extraordinary  item increased to income of $10.2 million for the year ended
December  31, 1995 from a loss of $3.4  million for the year ended  December 31,
1994.

     Net income available to common  shareholders  improved to income of $76,000
for the year ended  December  31, 1995 from a loss of $2.7  million for the year
ended  December 31, 1994. In August 1995,  the Company  consummated  the sale of
$300 million of Senior Subordinated Notes generating net proceeds to the Company
of $293.2  million.  The net proceeds of this  offering  were  utilized to repay
outstanding  indebtedness under the Bank Credit Agreement of $201.8 million with
the remainder being


                                      S-28




retained for general corporate purposes including potential future acquisitions.
In  conjunction  with the early  retirement of the  indebtedness  under the Bank
Credit Agreement, the Company recorded an extraordinary loss of $4.9 million net
of a tax benefit of $3.4 million, related to the write-off of deferred financing
costs under the Bank Credit Agreement.

     Broadcast cash flow increased to $111.1 million for the year ended December
31, 1995 from $67.5 million for the year ended December 31, 1994, or 64.6%. This
increase  in  broadcast  cash  flow  was  primarily  due to the  1994  and  1995
Acquisitions, growth in market revenues and a reduction in program payments as a
percentage  of net broadcast  revenues to 10.6% for the year ended  December 31,
1995 from 12.0% for the year ended December 31, 1994.

     Adjusted EBITDA increased to $105.8 million for the year ended December 31,
1995  from  $64.6  million  for the year  ended  December  31,  1994,  or 63.8%,
consistent with the growth in broadcast cash flow. After tax cash flow increased
to $46.4 million for the year ended December 31, 1995 from $21.3 million for the
year ended December 31, 1994, or 117.8%.


LIQUIDITY AND CAPITAL RESOURCES


     As of June 30, 1997,  the Company had $2.7  million in cash  balances and a
working capital deficit of  approximately  $9.3 million.  The Company's  working
capital deficit primarily results from the accelerated method of amortization of
program  contract  costs  and the  even  payment  streams  of  program  contract
liabilities.  Excluding the effect of current program contract costs and current
program contract  liabilities,  the Company's  working capital at June 30, 1997,
would have been $5.7 million.  The Company's primary source of liquidity is cash
provided by operations and availability  under the Bank Credit Agreement.  As of
August 11, 1997,  the Company's  cash balances were  approximately  $1.9 million
with  approximately  $254 million  available for borrowing under the Bank Credit
Agreement.  In addition, the Bank Credit Agreement provides for a Tranche C term
loan in the amount of up to $400 million  which can be utilized upon approval by
the agent bank and the raising of sufficient  commitments from banks to fund the
additional loans. In July 1997, the Company entered into a purchase agreement to
acquire the license and non-license assets of the radio and television  stations
of Heritage for $630 million and made a cash down payment of $63.0 million.  The
Company  has  entered  into a  letter  of  intent  to sell  one of the  Heritage
television  stations for $60 million (the sale of which is required  pursuant to
the  acquisition  agreement  relating to the remaining  Heritage  television and
radio  properties).  The Company  anticipates  that it will finance the Heritage
acquisition through additional bank financing  (including a draw under Tranche C
described  above) or through a  combination  of  additional  bank  financing and
proceeds from an offering of securities.

     Net cash flows from operating activities increased to $42.5 million for the
six months ended June 30, 1997 from $26.4  million for the six months ended June
30,  1996.  The  Company  made income tax  payments of $5.3  million for the six
months  ended June 30, 1997 as compared to $5.6 million for the six months ended
June  30,  1996  due  to  anticipated   tax  benefits   generated  by  the  1996
Acquisitions.  The Company made interest payments on outstanding indebtedness of
$55.7  million  during the six months  ended June 30,  1997 as compared to $29.5
million for the six months ended June 30, 1996. Additional interest payments for
the six months  ended June 30, 1997 as compared to the six months ended June 30,
1996 primarily related to additional interest costs on indebtedness  incurred to
finance  the 1996  Acquisitions.  The Company  made  subsidiary  trust  minority
interest expense payments of $6.0 million for the six months ended June 30, 1997
related to the private placement of the HYTOPS completed in March 1997.  Program
rights  payments  increased  to $26.3  million for the six months ended June 30,
1997 from $12.1  million for the six months ended June 30, 1996,  primarily as a
result of the 1996 Acquisitions. 

     Net cash flows used in investing activities decreased to $112.4 million for
the six months ended June 30, 1997 from $942.1  million for the six months ended
June 30,  1996.  During  January  1997,  the Company  purchased  the license and
non-license  assets of WWFH-FM and  WILP-AM in  Wilkes-Barre,  Pennsylvania  for
approximately  $770,000.  In  January  and March  1997,  the  Company  made cash
payments of $9.0 million and $1.5  million  relating to the  acquisition  of the
license and non-license assets of KUPN-TV and WGR-AM and WWWS-AM,  respectively,
utilizing  indebtedness  under  the Bank  Credit  Agreement  and  existing  cash
balances.  In May 1997, the Company made cash payments of $78 million to acquire
the


                                      S-29



license and non-license assets of KUPN-TV utilizing  indebtedness under the Bank
Credit  Agreement and existing cash  balances.  During the six months ended June
30, 1997, the Company made purchase  option  extension  payments of $6.5 million
relating to WSYX-TV.  The Company made payments totaling $8.5 million during the
six months ended June 30, 1997 in order to exercise  options to acquire  certain
FCC  licenses.  The Company made  payments  for  property and  equipment of $8.3
million  for the six months  ended June 30,  1997.  In July  1997,  the  Company
entered into a purchase  agreement to acquire the license and non-license assets
of the television and radio stations of Heritage and made a cash down payment of
$63.0 million.  The Company  anticipates  that future  requirements  for capital
expenditures will also include other  acquisitions if suitable  acquisitions can
be identified on acceptable terms and capital  expenditures  incurred during the
ordinary course of business.

     Net cash flows provided by financing  activities decreased to $70.3 million
for the six months  ended June 30, 1997 from  $807.4  million for the six months
ended June 30, 1996. In March 1997, the Company completed a private placement of
the HYTOPS.  The  Company  utilized  $135  million of the  approximately  $193.4
million  net  proceeds  of the HYTOPS  Issuance  to repay  outstanding  debt and
retained the remainder for general corporate purposes. The Company made payments
totaling $4.6 million to repurchase  186,000  shares of Class A Common Stock for
the six months ended June 30, 1997.  In May 1997,  the Company made  payments of
$4.7  million  related to the  amendment  of its Bank Credit  Agreement.  In the
fourth  quarter of 1996,  the Company  negotiated  the  prepayment of syndicated
program contract  liabilities for excess syndicated  programming  assets. In the
first  quarter of 1997,  the Company  made final cash  payments of $1.4  million
related to these  negotiations.  In July 1997, the Company issued the 1997 Notes
using  $162.5  million  of the  approximately  $196  million  proceeds  to repay
outstanding  indebtedness  under the revolving  credit  facility  under the Bank
Credit  Agreement  and using the  remainder  to pay a portion of the $63 million
cash down payment relating to the Heritage Acquisition.

     The Company anticipates that funds from operations,  existing cash balances
and  availability  of the  revolving  credit  facility  under  the  Bank  Credit
Agreement will be sufficient to meet its working  capital,  capital  expenditure
commitments and debt service  requirements for the foreseeable future.  However,
to the  extent  such  funds are not  sufficient,  or if the  Company  commits to
additional capital expenditures (including additional acquisitions), the Company
may need to incur additional  indebtedness,  refinance existing  indebtedness or
raise funds from the sale of additional  equity.  The Bank Credit  Agreement and
the indentures  relating to the Company's 9% Senior Subordinated Notes due 2007,
10% Senior  Subordinated  Notes due 2003 and 10% Senior  Subordinated  Notes due
2005 restrict the incurrence of additional  indebtedness and the use of proceeds
of an equity issuance.  On August 22, 1997, the Company filed a $1 billion shelf
registration  statement  covering the issuance of the Company's debt securities,
preferred stock and common stock.  The shares of Class A Common Stock offered in
the Common Stock Offering and the shares of Convertible  Exchangeable  Preferred
Stock offered in the Preferred Stock Offering are offered pursuant to such shelf
registration  statement.  A portion of the net  proceeds to the Company from the
Offerings will be used to repay existing  borrowings  under the revolving credit
facility under the Bank Credit Agreement,  and the remainder of the net proceeds
will be  retained  by the Company  for  general  corporate  purposes,  including
funding the Heritage  Acquisition,  which is  anticipated  to close in the first
quarter  of  1998,  and  other  acquisitions  if  suitable  acquisitions  can be
identified on acceptable  terms. See "Use of Proceeds" and "Business of Sinclair
- -- 1997 Acquisitions." 

INCOME TAXES

     Income tax benefit  increased to $4.1 million for the six months ended June
30, 1997 from a  provision  of $2.1  million  for the six months  ended June 30,
1996.  The Company's  effective tax rate decreased to a benefit of 41.3% for the
six months  ended  June 30,  1997 from a  provision  of 58.2% for the six months
ended June 30, 1996. The net deferred tax asset  increased to $8.2 million as of
June 30, 1997 from $782,000 at December 31, 1996.  The increase in the Company's
net  deferred  tax asset as of June 30, 1997 as  compared  to December  31, 1996
primarily resulted from the anticipation that the pre-tax losses incurred in the
first six months of 1997 will be used to offset future taxable income.

     The Company's  income tax provision  increased to $6.9 million for the year
ended  December 31, 1996 from $5.2 million for the year ended December 31, 1995.
The Company's  effective tax rate  increased to 86% for the year ended  December
31, 1996 from 51% for the year ended December 31, 1995.


                                      S-30



The increase for the year ended  December 31, 1996 as compared to the year ended
December 31, 1995 primarily  related to certain  financial  reporting and income
tax differences  attributable to certain 1995 and 1996  Acquisitions,  and state
franchise taxes which are independent of pre-tax income.

     The net  deferred  tax asset  decreased to $782,000 as of December 31, 1996
from $21.0  million at December 31,  1995.  The  decrease in the  Company's  net
deferred  tax asset as of December  31, 1996 as compared to December 31, 1995 is
primarily due to the Company recording deferred tax liabilities of $18.1 million
relating to the acquisition of all of the  outstanding  stock of Superior in May
1996,   adjustments   related  to  certain  1995  acquisitions,   and  resulting
differences between the book and tax basis of the underlying assets.

     A $1.8 million net tax provision and a $647,000 tax benefit was  recognized
for the years ended December 31, 1995 and December 31, 1994,  respectively.  The
provision  for the year ended  December  31, 1995 was  comprised of $5.2 million
provision relating to the Company's income before provision for income taxes and
extraordinary  item offset by a $3.4 million income tax benefit  relating to the
extraordinary  loss on early  extinguishment  of  debt.  The  $5.2  million  tax
provision  reflects a 51%  effective  tax rate for the year ended  December  31,
1995,   which  is  higher  than  the  statutory   rate   primarily  due  to  the
non-deductibility  of goodwill  relating to the  repurchase  of Common  Stock in
1990.  The income tax benefit for the year ended  December 31, 1994 was 19.1% of
the  Company's  loss  before  income  taxes,  which  is lower  than the  benefit
calculated  at  statutory  rates  primarily  due  to   non-deductible   goodwill
amortization.  After giving effect to these changes the Company had net deferred
tax assets of $21.0  million at December 31, 1995 and $12.5  million at December
31, 1994, respectively.


SEASONALITY

     The Company's results usually are subject to seasonal  fluctuations,  which
result in fourth quarter  broadcast  operating income usually being greater than
first,  second and third quarter broadcast operating income. This seasonality is
primarily  attributable to increased expenditures by advertisers in anticipation
of holiday season spending and an increase in viewership during this period.


                                      S-31



                               INDUSTRY OVERVIEW

TELEVISION BROADCASTING


     Commercial   television   stations  in  the  United  States  are  typically
affiliated with one of six television networks, which are at different stages of
development.   The  networks  are  differentiated  in  part  by  the  amount  of
programming  they provide their  affiliates  each week and by the length of time
they have been in operation. These networks are ABC, CBS, NBC, FOX, WB, and UPN.
The ABC, CBS, and NBC networks (the  "Traditional  Networks") have a substantial
number of affiliated  stations,  have been in operation for the longest time and
provide the majority of their affiliates'  programming each day. Fox established
an affiliate  network in the mid-`80s and provides fewer hours of prime-time and
daytime  programming  than the  Traditional  Networks.  WB and UPN,  the  newest
television networks,  will soon increase their prime-time programming from three
to four nights and also provide a number of hours of children's programming each
week. Television stations affiliated with Fox, WB, or UPN have more hours of the
day to  program  and  consequently  have more  commercial  inventory  to sell to
advertisers.

     Each   Traditional   Network  provides  the  majority  of  its  affiliates'
programming  each day without  charge in exchange for a substantial  majority of
the  available  advertising  time in the  programs  supplied.  Each  Traditional
Network  sells this  advertising  time and retains the  revenue.  The  affiliate
receives  compensation from the Traditional Network and retains the revenue from
time sold during breaks in and between  network  programs and in programming the
affiliate produces or purchases from non-network sources.

     In contrast,  a station that is not affiliated  with a Traditional  Network
supplies  over-the-air  programming  by acquiring  rights to broadcast  programs
through syndication.  This syndicated  programming is generally acquired by such
stations for cash and barter.  Those  stations  that  acquire a program  through
syndication  are  usually  given  exclusive  rights to show the  program  in the
station's  market  for either a period of years or a number of  episodes  agreed
upon  between  the  station  and the  syndicator  of the  programming.  Types of
syndicated  programs aired on these  stations  include  feature  films,  popular
series  previously  shown on network  television and series  produced for direct
distribution to television stations.

     Fox has  established  a network of  television  stations that operates on a
basis similar to the  Traditional  Networks.  However,  the 15 hours per week of
prime-time  programming supplied by Fox to its affiliates are significantly less
than that of the Traditional  Networks and, as a result, Fox affiliates retain a
significantly  higher  portion of the available  inventory of broadcast time for
their own use than Traditional Network affiliates.  As of December 31, 1996, Fox
had 169 affiliated stations broadcasting to 95.0% of U.S. television households.

     During 1994, WB established  an  affiliation of independent  stations which
began  broadcasting  in January  1995 and  operates  on a basis  similar to Fox.
However, WB currently supplies only six hours of prime-time programming per week
to its affiliates (which will increase to eight hours per week in January 1998),
which is  significantly  less than that of Fox and, as a result,  WB  affiliates
retain a  significantly  higher portion of the available  inventory of broadcast
time for their own use than affiliates of Fox or the Traditional Networks. As of
December 31, 1996, WB had 96 affiliated  stations  broadcasting to 86.0% of U.S.
television households, including cable coverage provided by WGN-TV.

     During 1994, UPN  established  an  affiliation  of  independent  television
stations  that began  broadcasting  in January  1995.  The amount of  prime-time
programming  supplied by UPN to its affiliates in January 1997 was six hours per
week,  which will be  increased in the 1997 fall season to eight hours per week.
As of December 31, 1996, UPN had 91 affiliated stations broadcasting to 73.9% of
U.S. television households, excluding secondary affiliations.

     Television  stations  derive  their  revenues  primarily  from  the sale of
national,  regional  and local  advertising.  All  network-affiliated  stations,
including  those  affiliated  with Fox and  others,  are  required to carry spot
advertising  sold by their  networks.  This  reduces  the amount of  advertising
available  for  sale  directly  by  the  network-affiliated   stations.  Network
affiliates  generally are compensated for the broadcast of network  advertising.
The  compensation  paid  is  negotiated,  station-by-station,  based  on a fixed
formula,  subject  to certain  adjustments.  Stations  directly  sell all of the
remaining advertising to be


                                      S-32



inserted  in  network  programming  and all of the  advertising  in  non-network
programming,  retaining  all  of the  revenues  received  from  these  sales  of
advertising,  less any  commissions  paid.  Through barter and  cash-plus-barter
arrangements,  however,  a national  syndicated  program  distributor  typically
retains a portion of the available advertising time for programming it supplies,
in exchange for no or reduced fees to the station for such programming.

     Advertisers  wishing to reach a national  audience  usually  purchase  time
directly  from  the  Traditional  Networks,  the Fox  network,  UPN,  or WB,  or
advertise nationwide on an ad hoc basis.  National advertisers who wish to reach
a particular regional or local audience buy advertising time directly from local
stations through national advertising sales representative firms.  Additionally,
local  businesses  purchase  advertising  time directly from the stations' local
sales staff.  Advertising rates are based upon factors which include the size of
the DMA in which the station operates,  a program's popularity among the viewers
that an advertiser  wishes to attract,  the number of advertisers  competing for
the  available  time,  demographic  characteristics  of the  DMA  served  by the
station,  the  availability  of  alternative   advertising  media  in  the  DMA,
aggressive  and  knowledgeable  sales  forces and the  development  of projects,
features and marketing  programs that tie  advertiser  messages to  programming.
Because broadcast television stations rely on advertising revenues,  declines in
advertising budgets, particularly in recessionary periods, will adversely affect
the  broadcast  business.  Conversely,  increases  in  advertising  budgets  may
contribute to an increase in the revenue and operating cash flow of a particular
broadcast television station. 

     Information  regarding  competition in the television broadcast industry is
set forth under "Business of Sinclair -- Competition."


RADIO BROADCASTING


     The  primary  source  of  revenues  for  radio  stations  is  the  sale  of
advertising  time to local and national spot  advertisers  and national  network
advertisers.  During the past decade,  local advertising revenue as a percentage
of  total  radio  advertising   revenue  in  a  given  market  has  ranged  from
approximately 79% to 82%. The growth in total radio advertising revenue tends to
be  fairly  stable  and has  generally  grown at a rate  faster  than the  Gross
Domestic Product ("GDP").  Total domestic radio  advertising  revenue reached an
all-time  record of $12.3 billion in 1996, as reported by the Radio  Advertising
Bureau (the "RAB").

     According to the RAB's Radio Marketing Guide and Fact Book for Advertisers,
1997, radio reaches  approximately 95% of all Americans over the age of 12 every
week.  More than one half of all radio  listening is done  outside the home,  in
contrast  to  other  advertising   media.  The  average  adult  listener  spends
approximately  three hours and 20 minutes per weekday  listening to radio.  Most
radio  listening  occurs  during the  morning,  particularly  between the time a
listener  wakes up and the time the listener  reaches work.  This "morning drive
time"  period  reaches  more  than 80% of  people  over the age of 12 and,  as a
result,  radio advertising sold during this period achieves premium  advertising
rates.  Radio  listeners  have  gradually  shifted  over the years from AM to FM
stations.  FM  reception,  as compared to AM, is generally  clearer and provides
greater total range and higher fidelity, except for so-called "clear channel" AM
radio  stations,  which have the maximum range of any type of station and can be
very  successful  in the  news/talk/sports  format.  In  comparison  to AM, FM's
listener  share is now in excess of 75%,  despite the fact that the number of AM
and FM commercial stations in the United States is approximately equal.

     Radio  is  considered  an  efficient,   cost-effective  means  of  reaching
specifically identified demographic groups. Stations are typically classified by
their on-air format, such as country, adult contemporary,  oldies and news/talk.
A  station's  format  and style of  presentation  enable  it to  target  certain
demographics.  By  capturing  a  specific  share of a market's  radio  listening
audience, with particular concentration in a targeted demographic,  a station is
able to market its broadcasting time to advertisers  seeking to reach a specific
audience.  Advertisers and stations utilize data published by audience measuring
services,  such as  Arbitron,  to  estimate  how many people  within  particular
geographical markets and demographics listen to specific stations.

     The number of  advertisements  that can be broadcast  without  jeopardizing
listening levels (and the resulting ratings) is limited in part by the format of
a particular station and the local competitive envi-


                                      S-33



ronment.  Although the number of  advertisements  broadcast  during a given time
period may vary,  the total number of  advertisements  broadcast on a particular
station generally does not vary significantly from year to year.

     A  station's  local  sales staff  generates  the  majority of its local and
regional  advertising  sales through direct  solicitations of local  advertising
agencies and  businesses.  To generate  national  advertising  sales,  a station
usually will engage a firm that  specializes  in  soliciting  radio  advertising
sales on a national level.  National sales  representatives  obtain  advertising
principally from  advertising  agencies located outside the station's market and
receive commissions based on the revenue from the advertising obtained.

     Information  regarding  competition in the radio broadcast  industry is set
forth under "Business of Sinclair -- Competition."


                                      S-34



                             BUSINESS OF SINCLAIR

     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has pending  acquisitions of four  additional  television
stations,  and has pending  acquisitions of the rights to provide programming to
two additional  television stations.  The Company believes it is also one of the
top 20 radio groups in the United  States,  when measured by the total number of
radio  stations  owned,  programmed  or with which the  Company  has Joint Sales
Agreements  (JSAs).  The  Company  owns or provides  sales  services to 27 radio
stations,  has pending  acquisitions  of 24 radio  stations,  and has options to
acquire an additional seven radio stations.

     The 29  television  stations the Company owns or programs  pursuant to LMAs
are located in 21 geographically diverse markets, with 23 of the stations in the
top 51 television DMAs in the United States.  The Company's  television  station
group is diverse in network affiliation,  with ten stations affiliated with Fox,
12 with UPN, three with WB, two with ABC and one with CBS. One station  operates
as an  independent.  The Company has recently  entered into an agreement with WB
pursuant to which seven of its stations  would switch  affiliations  to, and one
independent  station  would  become  affiliated  with,  WB.  See "--  Television
Broadcasting -- Programming and Affiliations," below.

     The Company's  radio station  group is also  geographically  diverse with a
variety of  programming  formats  including  country,  urban,  news/talk/sports,
album/progressive  rock  and  adult  contemporary.  Of  the 27  stations  owned,
programmed  or with which the Company has a JSA, 12 broadcast on the AM band and
15 on the FM band.  The  Company  owns,  programs  or has a JSA with from two to
eight stations in all but one of the eight radio markets it serves.

     The Company has undergone rapid and  significant  growth over the course of
the last six years. Since 1991, the Company has increased the number of stations
it owns or provides services to from three television  stations to 29 television
stations and 27 radio  stations.  From 1991 to 1996, net broadcast  revenues and
Adjusted  EBITDA  increased  from $39.7 million to $346.5 million and from $15.5
million to $180.3 million, respectively. Pro forma for the 1996 Acquisitions and
the Heritage Acquisition,  1996 net broadcast revenues and Adjusted EBITDA would
have been $532.4 million and $246.3 million, respectively. 


                                      S-35



TELEVISION BROADCASTING


     The Company owns and  operates,  provides  programming  services to, or has
agreed to acquire the following television stations:



                                                                                           NUMBER OF                                
                                                                                           COMMERCIAL                 EXPIRATION    
                               MARKET                                                     STATIONS IN    STATION       DATE OF      
           MARKET             RANK(A)   STATIONS    STATUS(B)   CHANNEL    AFFILIATION   THE MARKET(C)   RANK(D)     FCC LICENSE    
- ----------------------------- --------- ---------- ------------ ---------  ------------- --------------- --------- -----------------
                                                                                                         
Pittsburgh, Pennsylvania ....     19      WPGH     O&O             53         FOX              6            4            8/1/99     
                                          WPTT     LMA             22         UPN                           5            8/1/99     
Sacramento, California ......     20      KOVR     O&O             13         CBS              8            3            2/1/99     
St. Louis, Missouri .........     21      KDNL     O&O             30         ABC              7            5            2/1/98     
Baltimore, Maryland .........     23      WBFF     O&O             45         FOX              5            4           10/1/04     
                                          WNUV     LMA             54         UPN                           5           10/1/04     
Indianapolis, Indiana  ......     25      WTTV     LMA(e)           4         UPN              8            4            8/1/97 (f) 
                                          WTTK      LMA(e)(g)      29         UPN                           4            8/1/97 (f) 
Raleigh-Durham,                                                                                                                     
 North Carolina  ............     29      WLFL     O&O             22         FOX              5            3           12/1/04     
                                          WRDC     LMA             28         UPN                           5           12/1/04     
Cincinnati, Ohio ............     30      WSTR     O&O             64         UPN              5            5           10/1/97 (f) 
Milwaukee, Wisconsin   ......     31      WCGV     O&O             24         UPN              6            4           12/1/97 (f) 
                                          WVTV     LMA             18         WB                            5           12/1/97 (f) 
Kansas City, Missouri  ......     32      KSMO     O&O             62         UPN              5            5            2/1/98     
Columbus, Ohio   ............     34      WTTE     O&O             28         FOX              5            4           10/1/97 (f) 
Asheville, North Carolina                                                                                                           
 and Greenville/                                                                                                                    
 Spartanburg/Anderson,                                                                                                              
 South Carolina     .........     35      WFBC     LMA             40         IND(h)           6            5           12/1/04     
                                          WLOS     O&O             13         ABC              6            3           12/0/04     
San Antonio, Texas  .........     38      KABB     O&O             29         FOX              7            4            8/1/98     
                                          KRRT     LMA             35         UPN                           6            8/1/98     
Norfolk, Virginia   .........     40      WTVZ     O&O             33         FOX              6            4           10/1/04     
Oklahoma City,                                                                                                                      
 Oklahoma  ..................     43      KOCB     O&O             34         UPN              7            5            6/1/98     
Birmingham, Alabama .........     51      WTTO     O&O             21         WB               5            4            4/1/05     
                                          WABM     LMA             68         UPN                           5            4/1/05     
Charleston and Hunting-                                                                                                             
 ton, West Virginia               56      WCHS     Pending          8         ABC              4            3          10/10/00     
Mobile, Alabama and                                                                                                                 
 Pensacola, Florida .........     61      WEAR     Pending          3         ABC              6            2            2/1/02     
                                          WFGX     Pending(i)      35         WB                            6            4/1/02     
Flint/Saginaw/Bay City,                                                                                                             
 Michigan  ..................     62      WSMH     O&O             66         FOX              5            4           10/1/97 (f) 
Las Vegas, Nevada   .........     64      KUPN     O&O             21         UPN              8            5           10/1/98     
Lexington, Kentucky .........     68      WDKY     O&O             56         FOX              5            4            8/1/05     
Des Moines, Iowa ............     71      KDSM     O&O             17         FOX              4            4            2/1/98     
Burlington, Vermont and                                                                                                             
 Plattsburgh, New York            91      WPTZ     Pending          5         NBC              4            2            1/1/99     
                                          WNNE     Pending(j)      31         NBC                           3            4/1/99     
                                          WFFF     Pending(i)      44         FOX                          (k)           4/1/99     
Peoria/Bloomington,                                                                                                                 
 Illinois  ..................    110      WYZZ     O&O             43         FOX              4            4           12/1/97 (f) 
Tuscaloosa, Alabama .........    185      WDBB     LMA(l)          17         WB               2            2            4/1/05     


                                                   (footnotes on following page)
- ----------

                                      S-36


(a)  Rankings  are based on the relative  size of a station's  DMA among the 211
     generally recognized DMAs in the United States as estimated by Nielsen.

(b)  "O&O" refers to stations owned and operated by the Company, "LMA" refers to
     stations to which the Company provides  programming services pursuant to an
     LMA and "Pending" refers to stations the Company has agreed to acquire. See
     "-- 1997 Acquisitions."

(c)  Represents  the  number of  television  stations  designated  by Nielsen as
     "local" to the DMA, excluding public television stations and stations which
     do not meet the minimum  Nielsen  reporting  standards  (weekly  cumulative
     audience of at least 2.5%) for the Sunday-Saturday,  6:00 a.m. to 2:00 a.m.
     time period.

(d)  The rank of each  station  in its market is based  upon the  November  1996
     Nielsen estimates of the percentage of persons tuned to each station in the
     market from 6:00 a.m. to 2:00 a.m., Sunday-Saturday.

(e)  Non-License  Assets  acquired from River City  Broadcasting,  L.P.  ("River
     City") and option exercised to acquire License Assets will become owned and
     operated  upon FCC  approval of  transfer of License  Assets and closing of
     acquisition of License Assets.

(f)  License renewal application pending.

(g)  WTTK  currently  simulcasts  all of the  programming  aired on WTTV and the
     station rank applies to the combined viewership of these stations.

(h)  "IND" or "Independent"  refers to a station that is not affiliated with any
     of ABC, CBS, NBC, Fox, WB or UPN.

(i)  The  Company  will  provide  programming  services  to  this  station  upon
     completion of the Heritage Acquisition.

(j)  WNNE currently simulcasts the programming broadcast on WPTZ.

(k)  This  station  began  broadcast  operations  in August 1997 and has not yet
     established a rank.

(l)  WDBB simulcasts the programming broadcast on WTTO.


Operating Strategy

     The  Company's  television  operating  strategy  includes the following key
elements:

Attracting Viewership

     The  Company  seeks to attract  viewership  and expand its  audience  share
through selective, high-quality programming.

     Popular  Programming.  The Company  believes  that an  important  factor in
attracting  viewership to its stations is their network  affiliations  with Fox,
WB, ABC, CBS and UPN. These  affiliations  enable the Company to attract viewers
by  virtue of the  quality  first-run  original  programming  provided  by these
networks and the networks' promotion of such programming. The Company also seeks
to  obtain,  at  attractive  prices,  popular  syndicated  programming  that  is
complementary  to  the  station's  network  affiliation.   Examples  of  popular
syndicated  programming obtained by the Company for broadcast on its Fox, WB and
UPN affiliates and  Independent  stations are "Mad About You,"  "Frasier,"  "The
Simpsons,"   "Home   Improvement"   and   "Seinfeld."  In  addition  to  network
programming,  the Company's ABC and CBS affiliates broadcast news magazine, talk
show, and game show  programming such as "Hard Copy,"  "Entertainment  Tonight,"
"Regis and Kathie Lee," "Wheel of Fortune" and "Jeopardy."

     Children's  Programming.  The  Company  seeks to be a leader in  children's
programming in each of its respective DMAs. The Company's nationally  recognized
"Kids  Club" was the  forerunner  and model for the Fox  network-wide  marketing
efforts promoting  children's  programming.  Sinclair carries the Fox Children's
Network ("FCN") and WB's and UPN's children's programming,  all of which include
significant  amounts  of  animated  programming  throughout  the week.  In those
markets  where the Company owns or programs ABC or CBS  affiliates,  the Company
broadcasts those networks' animated programming during weekends.  In addition to
this  animated  programming,  the Company  broadcasts  other forms of children's
programming, which may be produced by the Company or by an affiliated network.

     Counter-Programming. The Company's programming strategy on its Fox, WB, UPN
and Independent stations also includes  "counter-programming," which consists of
broadcasting programs that are alternatives to the types of programs being shown
concurrently  on  competing  stations.  This  strategy  is  designed  to attract
additional  audience  share in  demographic  groups  not  served  by  concurrent
program- 


                                      S-37



ming on competing  stations.  The Company believes that  implementation  of this
strategy enables its stations to achieve  competitive  rankings in households in
the 18-49 and 25-54  demographics and to offer greater  diversity of programming
in each of its DMAs.

     Local News. The Company  believes that the production and  broadcasting  of
local news can be an important link to the community and an aid to the station's
efforts to expand its  viewership.  In  addition,  local  news  programming  can
provide access to advertising  sources targeted  specifically to local news. The
Company carefully assesses the anticipated benefits and costs of producing local
news prior to introduction at a Company station because a significant investment
in capital equipment is required and substantial operating expenses are incurred
in  introducing,  developing and producing local news  programming.  The Company
currently provides local news programming at WBFF and WNUV in Baltimore, WLFL in
Raleigh/Durham, KDNL in St. Louis, KABB in San Antonio, KOVR in Sacramento, WPGH
in Pittsburgh and WLOS in Asheville.  The Company also  broadcasts news programs
on WDKY in  Lexington,  which are  produced  in part by the  Company and in part
through the purchase of production  services from an independent third party and
on WTTV in  Indianapolis,  which are produced by a third party in exchange for a
limited  number of  advertising  spots.  River City  provides  the Company  news
production  services with respect to the production of news  programming  and on
air  talent on WTTE.  Pursuant  to an  agreement,  River City  provides  certain
services to the Company in return for a fee equal to approximately  $416,000 per
year. The possible  introduction of local news at the other Company  stations is
reviewed  periodically.   The  Company's  policy  is  to  institute  local  news
programming  at a specific  station only if the expected  benefits of local news
programming at the station are believed to exceed the associated  costs after an
appropriate start-up period.

     Popular  Sporting  Events.  The  Company  attempts  to capture a portion of
advertising  dollars  designated to sports  programming  in selected  DMAs.  The
Company's WB and UPN affiliated and  independent  stations  generally face fewer
restrictions  on   broadcasting   live  local  sporting  events  than  do  their
competitors  that are affiliates of the major networks and Fox since  affiliates
of the major networks and Fox are subject to prohibitions against preemptions of
network  programming.  The Company has been able to acquire the local television
broadcast rights for certain sporting  events,  including NBA basketball,  Major
League Baseball, NFL football, NHL hockey, ACC basketball,  Big Ten football and
basketball,   and  SEC  football.   The  Company  seeks  to  expand  its  sports
broadcasting  in  DMAs as  profitable  opportunities  arise.  In  addition,  the
Company's  stations that are affiliated with Fox, ABC and CBS broadcast  certain
Major League Baseball games,  NFL football games and NHL hockey games as well as
other popular sporting events. 


Innovative Local Sales and Marketing


     The  Company  believes  that it is able to attract new  advertisers  to its
stations and increase its share of existing  customers'  advertising  budgets by
creating a sense of partnership  with those  advertisers.  The Company  develops
such relationships by training its sales forces to offer new marketing ideas and
campaigns to  advertisers.  These  campaigns  often involve the  sponsorship  by
advertisers of local  promotional  events that capitalize on the station's local
identity  and  programming  franchises.  For example,  several of the  Company's
stations  stage local "Kids Fairs" which allow station  advertisers to reinforce
their on-air  advertising with their target  audience.  Through its strong local
sales and marketing  focus,  the Company seeks to capture an increasing share of
its revenues from local  sources,  which are generally more stable than national
advertising.


Control of Operating and Programming Costs


     By employing a disciplined approach to managing programming acquisition and
other  costs,  the Company has been able to achieve  operating  margins that the
Company believes are among the highest in the television broadcast industry. The
Company has sought and will continue to seek to acquire quality  programming for
prices  at or  below  prices  paid in the  past.  As an  owner  or  provider  of
programming  services to 29 stations in 21 DMAs  reaching  approximately  15% of
U.S. television households (without giving effect to the Heritage  Acquisition),
the  Company  believes  that it is able to  negotiate  favorable  terms  for the
acquisition of programming.  Moreover, the Company emphasizes control of each of
its stations'  programming and operating costs through  program-specific  profit
analysis,  detailed  budgeting,  tight control over staffing levels and detailed
long-term planning models.


                                      S-38



Attract and Retain High Quality Management

     The  Company  believes  that much of its  success is due to its  ability to
attract and retain highly skilled and motivated managers,  both at the corporate
and local  station  levels.  A portion of the  compensation  provided to general
managers,  sales managers and other station managers is based on their achieving
certain operating  results.  The Company also provides its corporate and station
managers with deferred  compensation  plans offering  options to acquire Class A
Common Stock.


Community Involvement

     Each of the Company's  stations actively  participates in various community
activities and offers many community services.  The Company's activities include
broadcasting  programming  of local  interest and  sponsorship  of community and
charitable  events.  The Company also encourages its station employees to become
active members of their communities and to promote  involvement in community and
charitable  affairs.  The Company believes that active community  involvement by
its stations  provides its stations with increased  exposure in their respective
DMAs and ultimately increases viewership and advertising support.


Establish LMAs

     The Company  believes  that it can attain  significant  growth in operating
cash flow through the utilization of LMAs. By expanding its presence in a market
in which it owns a station,  the Company can  improve its  competitive  position
with respect to a  demographic  sector.  In addition,  by providing  programming
services to an  additional  station in a market,  the Company is able to realize
significant economies of scale in marketing,  programming,  overhead and capital
expenditures. The Company provides programming services pursuant to an LMA to an
additional  station in seven of the 21  television  markets in which the Company
owns or programs a station.


Programming and Affiliations

     The Company  continually  reviews its existing  programming  inventory  and
seeks to purchase the most  profitable and  cost-effective  syndicated  programs
available  for each time period.  In  developing  its  selection  of  syndicated
programming, the Company balances the cost of available syndicated programs with
their  potential to increase  advertising  revenue and the risk of their reduced
popularity  during  the  term of the  program  contract.  The  Company  seeks to
purchase only those programs with  contractual  periods that permit  programming
flexibility and which complement a station's  overall  programming  strategy and
counter-programming  strategy.  Programs that can perform  successfully  in more
than  one  time  period  are  more  attractive  due to the  long  lead  time and
multi-year commitments inherent in program purchasing.

     Twenty-eight  of the 29 television  stations owned or provided  programming
services by the Company  currently  operate as affiliates of Fox (ten stations),
UPN (twelve  stations),  ABC (two  stations),  WB (three  stations)  or CBS (one
station).  The networks produce and distribute  programming in exchange for each
station's  commitment  to  air  the  programming  at  specified  times  and  for
commercial announcement time during the programming. In addition, networks other
than Fox and UPN pay each  affiliated  station a fee for each  network-sponsored
program broadcast by the stations.

     On August 21, 1996,  the Company  entered  into an agreement  with Fox (the
"Fox  Agreement")  which,  among other  things,  provides  that the  affiliation
agreements between Fox and eight stations owned or provided programming services
by the Company  (except as noted below)  would be amended to have new  five-year
terms commencing on the date of the Fox Agreement.  Fox has the option to extend
the affiliation agreements for additional five-year terms and must extend all of
the  affiliation  agreements if it extends any (except that Fox may  selectively
renew  affiliation  agreements  if any  station  has  breached  its  affiliation
agreement). The Fox Agreement also provides that the Company will have the right
to  purchase,  for fair  market  value,  any  station  Fox  acquires in a market
currently  served by a Company-owned  Fox affiliate  (other than the Norfolk and
Raleigh-Durham markets) if Fox determines to terminate the affiliation agreement
with the  Company's  station in that market and operate the station  acquired by
Fox as a Fox  affiliate.  The  Fox  Agreement  confirmed  that  the  affiliation
agreements for WTVZ-TV (Norfolk, Virginia) and WLFL-TV 


                                      S-39



(Raleigh, North Carolina) will terminate August 31, 1998. The Fox Agreement also
includes  provisions  limiting  the  ability  of  the  Company  to  preempt  Fox
programming  except  where it has  existing  programming  conflicts or where the
Company preempts to serve a public purpose.

     The  Company's  affiliation  agreements  with  ABC for KDNL and WLOS in St.
Louis and  Asheville,  respectively,  have ten-year  terms  expiring in 2005 and
2004,  respectively.  Each of the Company's  current UPN affiliation  agreements
expires in January 1998 unless renewed by the Company.

     On July 4, 1997, the Company entered into an agreement with WB, pursuant to
which the Company agreed that certain  stations  currently  affiliated  with UPN
would  terminate  their  affiliations  with  UPN  at  the  end  of  the  current
affiliation  term in January 1998, and would enter into  affiliation  agreements
with WB  effective  as of that  date.  The  Company  has  advised  UPN  that the
following  stations owned or provided  programming  services by the Company will
not renew their  affiliation  agreements  with UPN when the  current  agreements
expire  on  January  15,  1998:  WPTT-TV,  Pittsburgh,   Pennsylvania,  WNUV-TV,
Baltimore, Maryland. WSTR-TV, Cincinnati, Ohio, KRRT-TV, San Antonio, Texas, and
KOCB-TV,  Oklahoma  City,  Oklahoma.  These  stations  will enter into  ten-year
affiliation agreements with WB beginning on January 16, 1998. Pursuant to the WB
Agreement, the WB affiliation agreements of WVTV-TV,  Milwaukee,  Wisconsin, and
WTTO-TV,  Birmingham,  Alabama  (whose  programming  is  simulcasted on WDBB-TV,
Tuscaloosa,  Alabama),  have been  extended to January 16,  2008.  In  addition,
WFBC-TV in Greenville, South Carolina will become affiliated with WB on November
1, 1999 when WB's  current  affiliation  with  another  station  in that  market
expires.  WTVZ-TV,  Norfolk, Virginia and WLFL-TV, Raleigh, North Carolina, will
become  affiliated with WB when their  affiliations  with Fox expire.  These Fox
affiliations are scheduled to expire on August 31, 1998.

     Under the terms of the WB  Agreement,  WB has agreed to pay the Company $64
million in aggregate amount in monthly installments during the first eight years
commencing on January 16, 1998 in  consideration  for entering into  affiliation
agreements  with WB. In addition,  WB will be obligated to pay an additional $10
million  aggregate  amount in monthly  installments in each of the following two
years  provided  that  WB is in  the  business  of  supplying  programming  as a
television network during each of those years.

     In August 1997,  UPN filed an action in Los Angeles  Superior Court against
the Company,  seeking  declaratory  relief and specific  performance  or, in the
alternative,  unspecified  damages and alleging that neither the Company nor its
affiliates  provided  proper notice of their intention not to extend the current
UPN affiliations  beyond January 15, 1998.  Certain  subsidiaries of the Company
have filed an action in the Circuit Court for Baltimore City seeking declaratory
relief that their notice was effective to terminate the  affiliations on January
15, 1998.

     Each of the  affiliation  agreements  relating to stations  involved in the
River City  Acquisition  (other  than River  City's Fox and ABC  affiliates)  is
terminable  by the network upon  transfer of the License  Assets of the station.
Since transfer of the License  Assets,  no such  affiliation  agreement has been
terminated. 


                                      S-40



RADIO BROADCASTING

     The  following  table sets forth  certain  information  regarding the radio
stations (i) owned and operated by the Company,  (ii) programmed by the Company,
(iii) with which the  Company has a JSA, or (iv) which the Company has an option
or has agreed to acquire: 




                          RANKING OF                                              STATION RANK   EXPIRATION
       GEOGRAPHIC          STATION'S            STATION               PRIMARY      IN PRIMARY     DATE OF
         MARKET            MARKET BY          PROGRAMMING           DEMOGRAPHIC    DEMOGRAPHIC      FCC
       SERVED(A)          REVENUE(B)             FORMAT              TARGET(C)      TARGET(D)     LICENSE
- ------------------------- ------------ --------------------------- -------------- -------------- -----------
                                                                                  
Los Angeles, California    1
 KBLA-AM(e)                            Korean                      N/A(e)             N/A(e)     12/1/97(f)
St. Louis, Missouri       18
 KPNT-FM                               Alternative Rock            Adults 18-34           2       2/1/05
 WVRV-FM                               Modern Adult Contemporary   Adults 18-34           3      12/1/04
 WRTH-AM(g)                            Adult Standards             Adults 25-54          20       2/2/04
 WIL-FM(g)                             Country                     Adults 25-54           7       2/2/04
 KIHT-FM(g)                            70s Rock                    Adults 25-54          11       2/1/05
Portland, Oregon          22
 KKSN-AM(g)                            Adult Standards             Adults 25-54          28       2/1/98
 KKSN-FM(g)                            60s Oldies                  Adults 25-54           5       2/1/98
 KKRH-FM(g)                            70s Rock                    Adults 25-54           7       2/1/98
Kansas City, Missouri     29
 KCAZ-AM(g)(h)                         Children's                  N/A(h)             N/A(h)
 KCFX-FM(g)                            70s Rock                    Adults 25-54           1       6/1/97
 KQRC-FM(g)                            Active Rock                 Adults 18-34           2       6/1/97
 KCIY-FM(g)                            Smooth Jazz                 Adults 25-54          11       4/2/01
 KXTR-FM(g)                            Classical                   Adults 25-54          18       4/2/01
Milwaukee, Wisconsin      32
 WEMP-AM(g)                            60s Oldies                  Adults 25-54          26      12/1/00
 WMYX-FM(g)                            Adult Contemporary          Adults 25-54           6      12/1/00
 WAMG-FM(g)                            Rhythmic                    Adults 25-54          15      12/1/03
Nashville, Tennessee      34
 WLAC-FM                               Adult Contemporary          Women 25-54            5       8/1/04
 WJZC-FM                               Smooth Jazz                 Women 25-54            9       8/1/04
 WLAC-AM                               News/Talk/Sports            Adults 35-64           9       8/1/04
New Orleans, Louisiana    38
 WLMG-FM                               Adult Contemporary          Women 25-54            4       6/1/04
 KMEZ-FM                               Urban Oldies                Women 25-54            6       6/1/04
 WWL-AM                                News/Talk/Sports            Adults 35-64           1       6/1/04
 WSMB-AM                               Talk/Sports                 Adults 35-64          17       6/1/04
 WBYU-AM(g)                            Adult Standards             Adults 25-54          19       6/1/98
 WEZB-FM(g)                            Adult Contemporary          Adults 25-54          10       6/1/05
 WRNO-FM(g)                            70s Rock                    Adults 25-54           8       6/1/01
Memphis, Tennessee        40
 WRVR-FM                               Soft Adult Contemporary     Women 25-54            2       8/1/04
 WJCE-AM                               Urban Oldies                Women 25-54           13       8/1/04
 WOGY-FM                               Country                     Adults 25-54           7       8/1/04
Norfolk, Virginia         41
 WGH-AM(g)                             Sports Talk                 Adults 25-54          18      12/1/01
 WGH-FM(g)                             Country                     Adults 25-54           3      12/1/01
 WVCL-FM(g)                            60s Oldies                  Adults 25-54          10      12/1/01
Buffalo, New York         42
 WMJQ-FM                               Adult Contemporary          Women 25-54            2       6/1/98
 WKSE-FM                               Contemporary Hit Radio      Women 18-49            1       6/1/98
 WBEN-AM                               News/Talk/Sports            Adults 35-64           6       6/1/98
 WWKB-AM                               Country                     Adults 35-64          18       6/1/98
 WGR-AM                                Sports                      Adults 25-54           9       6/1/98
 WWWS-AM                               Urban Oldies                Women 25-54           11       6/1/98

                                                                            (continued on following page)


                                      S-41




                         RANKING OF                                            STATION RANK   EXPIRATION
      GEOGRAPHIC          STATION'S           STATION              PRIMARY      IN PRIMARY      DATE OF
        MARKET            MARKET BY         PROGRAMMING          DEMOGRAPHIC    DEMOGRAPHIC       FCC
       SERVED(A)         REVENUE(B)            FORMAT             TARGET(C)      TARGET(D)      LICENSE
- ------------------------ ------------ ------------------------- -------------- -------------- ------------
                                                                               
Rochester, New York          53
 WBBF-AM(g)                           Adult Standards           Adults 25-54         23          6/1/98
 WBEE-FM(g)                           Country                   Adults 25-54          1          6/1/98
 WKLX-FM(g)                           60s Oldies                Adults 25-54          7          6/1/98
 WQRV-FM(g)                           Classic Hits              Adults 25-54          9          6/1/98
Asheville/Greenville/        60
 Spartanburg, South
 Carolina
 WFBC-FM(i)                           Contemporary Hit Radio    Women 18-49           4         12/1/03
 WORD-AM(i)                           News/Talk                 Adults 35-64          9         12/1/03
 WYRD-AM(i)                           News/Talk                 Adults 35-64         10         12/1/03
 WSPA-AM(i)                           Full Service/Talk         Adults 35-64         15         12/1/03
 WSPA-FM(i)                           Soft Adult Contemporary   Women 25-54           4         12/1/03
 WOLI-FM(i)                           Oldies                    Adults 25-54          9         12/1/03
 WOLT-FM(i)                           Oldies                    Adults 25-54         11         12/1/03
Wilkes-Barre/Scranton,       68
 Pennsylvania
 WKRZ-FM(j)                           Contemporary Hit Radio    Adults 18-49          1          8/1/98
 WGGY-FM                              Country                   Adults 25-54          2          8/1/98
 WILK-AM(k)                           News/Talk/Sports          Adults 35-64          8          8/1/98
 WGBI-AM(k)                           News/Talk/Sports          Adults 35-64         20          8/1/98
 WWSH-FM(l)(m)                        Soft Hits                 Women 25-54           7          8/1/98
 WILP-AM(k)                           News/Talk/Sports          Adults 35-64         19          8/1/98
 WWFH-FM(m)                           Soft Hits                 Women 25-54          10          8/1/98
 WKRF-FM(j)                           Contemporary Hit Radio    Adults 18-49         17          8/1/98

- ----------
(a)  Actual city of license may differ from the geographic market served.

(b)  Ranking of the principal  radio market served by the station among all U.S.
     radio markets by 1996 aggregate gross radio broadcast  revenue according to
     Duncan's Radio Market Guide -- 1997 Edition.

(c)  Due to variations that may exist within  programming  formats,  the primary
     demographic  target of  stations  with the same  programming  format may be
     different.

(d)  All information  concerning ratings and audience  listening  information is
     derived  from the Spring  1997  Arbitron  Metro Area  Ratings  Survey  (the
     "Spring 1997 Arbitron"). Arbitron is the generally accepted industry source
     for statistical  information concerning audience ratings. Due to the nature
     of listener  surveys,  other radio  ratings  services may report  different
     rankings;  however,  the Company  does not believe  that any radio  ratings
     service  other than  Arbitron is accorded  significant  weight in the radio
     broadcast  industry.  "Station Rank in Primary  Demographic  Target" is the
     ranking of the  station  among all radio  stations  in its market  that are
     ranked  in its  target  demographic  group  and is based  on the  station's
     average persons share in the primary  demographic  target in the applicable
     Metro Survey Area. Source:  Average Quarter Hour Estimates,  Monday through
     Sunday, 6:00 a.m. to midnight, Spring 1997 Arbitron.

(e)  Programming  is  provided to this  station by a third party  pursuant to an
     LMA.

(f)  License renewal application pending.

(g)  The  Company  has the right to acquire  the  assets of this  station in the
     Heritage Acquisition.

(h)  This station is being  programmed by a third party  pursuant to an LMA. The
     third  party has an option to  acquire  this  station  for  $550,000  which
     expires on September 30, 1997.

(i)  The  Company has an option to acquire  Keymarket  of South  Carolina,  Inc.
     ("Keymarket" or "KSC").  Keymarket owns and operates  WYRD-AM,  WORD-AM and
     WFBC-FM,  and has exercised its option to acquire WSPA-AM and WSPA-FM,  and
     provides  sales  services  pursuant  to a JSA and has an option to  acquire
     WOLI-FM and WOLT-FM.

(j)  WKRZ-FM and WKRF-FM simulcast their programming.

(k)  WILK-AM, WGBI-AM and WILP-AM simulcast their programming.

(l)  The  Company  has agreed to  acquire  this  station  and has  obtained  FCC
     approval  to  acquire  the  related  licenses.  The  Company  is  currently
     providing sales services to this station pursuant to a JSA.

(m)  WWSH-FM and WWFH-FM simulcast their programming.

                                      S-42



Radio Operating Strategy


     The Company's  radio  strategy is to operate a cluster of radio stations in
selected  geographic markets throughout the country.  In each geographic market,
the  Company  employs  broadly  diversified  programming  formats to appeal to a
variety of demographic groups within the market. The Company seeks to strengthen
the identity of each of its stations  through its  programming  and  promotional
efforts,  and emphasizes that identity to a far greater degree than the identity
of any local radio personality.

     The Company believes that its strategy of appealing to diverse  demographic
groups in selected  geographic  markets allows it to reach a larger share of the
overall  advertising  market  while  realizing  economies  of scale and avoiding
dependence  on one  demographic  or  geographic  market.  The  Company  realizes
economies  of scale  by  combining  sales  and  marketing  forces,  back  office
operations and general  management in each geographic  market. At the same time,
the  geographic  diversity of its portfolio of radio  stations  helps lessen the
potential impact of economic  downturns in specific markets and the diversity of
target  audiences  served  helps  lessen  the  impact of  changes  in  listening
preferences.  In addition,  the geographic and demographic  diversity allows the
Company to avoid dependence on any one or any small group of advertisers.

     The  Company's  group of radio  stations  includes the top billing  station
group in two markets and one of the top three billing  station groups in each of
its markets other than Los Angeles,  St. Louis and Nashville.  Through ownership
or LMAs, the group also includes duopolies in six of its seven markets and, upon
exercise of options to acquire stations in the  Asheville/Greenville/Spartanburg
market, the Company will have duopolies in seven of its eight markets. 

     Depending on the programming  format of a particular  station,  there are a
predetermined  number  of  advertisements   broadcast  each  hour.  The  Company
determines the optimum number of  advertisements  available for sale during each
hour without jeopardizing listening levels (and the resulting ratings). Although
there may be shifts from time to time in the number of advertisements  available
for sale during a particular  time of day,  the total  number of  advertisements
available for sale on a particular station normally does not vary significantly.
Any  change in net  radio  broadcasting  revenue,  with the  exception  of those
instances  where  stations  are  acquired or sold,  is  generally  the result of
pricing adjustments made to ensure that the station effectively uses advertising
time  available  for sale,  an increase in the number of  commercials  sold or a
combination of these two factors.

     Large,  well-trained  local sales forces are  maintained  by the Company in
each of its radio markets.  The Company's principal goal is to utilize its sales
efforts to develop long-standing  customer relationships through frequent direct
contacts,  which the Company believes provides it with a competitive  advantage.
Additionally,  in some radio  markets,  duopolies  permit  the  Company to offer
creative advertising packages to local, regional and national advertisers.  Each
radio  station  programmed  by the Company also  engages a national  independent
sales  representative to assist it in obtaining national  advertising  revenues.
These  representatives  obtain advertising through national advertising agencies
and receive a commission  from the radio station based on its gross revenue from
the advertising obtained. 


BROADCASTING ACQUISITION STRATEGY

     On February 8, 1996,  the  Telecommunications  Act of 1996 (the "1996 Act")
was signed into law. The 1996 Act represents  the most sweeping  overhaul of the
country's  telecommunications  laws  since the  Communications  Act of 1934,  as
amended (the "Communications Act"). The 1996 Act relaxes the broadcast ownership
rules and simplifies the process for renewal of broadcast station licenses.

     The Company  believes  that the enactment of the 1996 Act presents a unique
opportunity  to  build a  larger  and  more  diversified  broadcasting  company.
Additionally,  the Company  expects  that the  opportunity  to act as one of the
consolidators  of the  industry  will  enable  the  Company  to gain  additional
influence  with program  suppliers,  television  networks,  other  vendors,  and
alternative  delivery media. The additions to the Company's management team as a
result of the River City Acquisition have given it additional  resources to take
advantage of these developments. 


                                      S-43




     In implementing its acquisition strategy, the Company seeks to identify and
pursue favorable  station or group  acquisition  opportunities  primarily in the
15th to 75th  largest  DMAs and  Metro  Service  Areas  ("MSAs").  In  assessing
potential  acquisitions,  the Company examines  opportunities to improve revenue
share, audience share and/or cost control.  Additional factors considered by the
Company in a potential  acquisition  include  geographic  location,  demographic
characteristics  and  competitive  dynamics  of the  market.  The  Company  also
considers the opportunity for  cross-ownership  of television and radio stations
and the opportunity it may provide for cross-promotion and cross-selling.

     In  conjunction  with its  acquisitions,  the  Company may  determine  that
certain  of the  acquired  stations  may not be  consistent  with the  Company's
strategic plan. In such an event, the Company reviews opportunities for swapping
such  stations  with third  parties for other  stations or selling such stations
outright. The Heritage Acquisition may provide such opportunities.

     Since the 1996 Act became  effective,  the Company has  acquired,  obtained
options  to  acquire or has  acquired  the right to  program  or  provide  sales
services to 18 television and 34 radio  stations for an aggregate  consideration
of approximately $1.3 billion. Certain terms of these acquisitions are described
below.

     River  City  Acquisition.  On May 31,  1996,  pursuant  to an  amended  and
restated asset purchase  agreement,  the Company acquired all of the Non-License
Assets of River  City other than the  assets  relating  to WSYX-TV in  Columbus,
Ohio.  Simultaneously,  the Company  entered  into a 10-year LMA with River City
with respect to all of River City's  License  Assets (with the  exception of the
License Assets relating to WSYX-TV).  The Company has since exercised options to
acquire all of River City's License Assets other than License Assets relating to
WTTV-TV and WTTK-TV in  Indianapolis,  Indiana,  WSYX-TV in  Columbus,  Ohio and
WFBC-TV in Greenville, South Carolina. Glencairn has acquired the License Assets
of WFBC-TV, and the Company provides programming services to WFBC-TV pursuant to
an LMA.  The  Company  has a 10-year  option (the  "License  Assets  Option") to
acquire  River City's  License  Assets  relating to WTTV-TV and  WTTK-TV,  and a
three-year  option to acquire the assets  relating to WSYX-TV  (both the License
and Non-License Assets,  collectively the "Columbus Option"). The exercise price
for the License  Assets  Option for WTTV-TV and WTTK-TV is $1.9  million and the
Company is required to pay a quarterly extension fee with respect to the License
Assets Option of 15% of the option exercise price through May 3, 1998 and 25% of
the option exercise price thereafter. Acquisition of the License Assets relating
to WTTV-TV  and  WTTK-TV is now  subject to FCC  approval  of  transfer  of such
License  Assets.  There can be no assurance that this approval will be obtained.
An application  for transfer of the License Assets was filed in November 1996. A
petition was filed to deny this application and, at the Company's  request,  the
FCC has withheld  action on this  application.  The  petitioner has appealed the
withholding of action on the application.

     At the time of the River City  Acquisition,  the Company also acquired from
another  party the  Non-License  Assets  relating to one  additional  television
station (KRRT-TV in Kerrville,  Texas) to which River City provided  programming
pursuant to an LMA. Glencairn has acquired the License Assets of KRRT-TV and the
Company provides programming services to KRRT-TV pursuant to an LMA. The Company
has also  acquired or has agreed to acquire  four radio  stations to which River
City provided programming or sales services.

     On July 17, 1997, the Company and Glencairn  acquired the License Assets of
WLOS-TV and  WFBC-TV,  respectively.  An  application  for review has been filed
which appeals the FCC's grants of the Company's  application to acquire  WLOS-TV
in the  Asheville/Greenville/Spartanburg  market and Glencairn's  application to
acquire WFBC-TV in that market.

     The  Company  paid an  aggregate  of  approximately  $1.0  billion  for the
Non-License  Assets and the  options to acquire  License  Assets  consisting  of
$847.6 million in cash and 1,150,000  shares of Series A Preferred  Stock of the
Company and options to acquire  1,382,435  shares of Class A Common  Stock at an
exercise  price of $30.11.  The Series A Preferred  Stock has been exchanged for
1,150,000  shares of Series B Preferred Stock of the Company,  which at issuance
had an aggregate  liquidation  value of $115 million and are  convertible at any
time,  at the option of the holders,  into an  aggregate of 4,181,818  shares of
Class A Common Stock of the Company (which had a market value on May 31, 1996 of
approximately  $125.1  million).  The exercise price for the Columbus  Option is
approximately  $130 million plus the amount of indebtedness  secured by the WSYX
assets on the date of exercise (not to exceed 


                                      S-44



the amount  outstanding  on the date of closing of $105 million) and the Company
is required  to pay an  extension  fee with  respect to the  Columbus  Option as
follows:  (i) 8% of $130 million for the first year following the closing of the
River City  Acquisition;  (ii) 15% of $130 million for the second year following
the  closing;  and  (iii)  25% of $130  million  for each  following  year.  The
extension  fee  accrues  beginning  on the  date  of  closing,  and  is  payable
(beginning  December 31, 1996) at the end of each  calendar  quarter  until such
time as the option is  exercised  or River City sells  WSYX-TV to a third party,
which  River  City has the right to do in  certain  limited  circumstances.  The
Company  paid the  extension  fees due March  31,  1997 and June 30,  1997.  The
Company has acquired all of the River City License  Assets  except those related
to WTTV-TV  and  WTTK-TV,  and the  Company  continues  to  provide  programming
services to WTTV-TV and WTTK-TV pursuant to an LMA with River City.  Pursuant to
the LMA with River  City,  the Company is required to provide at least 166 hours
per  week of  programming  to  WTTV-TV  and  WTTK-TV  and,  subject  to  certain
exceptions,  River City is required to broadcast all programming provided by the
Company.  The Company is required to pay River City  monthly  fees under the LMA
with respect to WTTV-TV and WTTK-TV in an amount  sufficient to cover  specified
expenses  of  operating  the  stations.  The  Company  has  the  right  to  sell
advertising time on the stations during the hours programmed by the Company.

     The  Company  and River City  filed  notification  under the HSR Act,  with
respect to the Company's  acquisition  of all River City assets prior to closing
the acquisition.  After the United States Justice  Department  ("DOJ") indicated
that  it  would   request   additional   information   regarding  the  antitrust
implications  of the  acquisition  of  WSYX-TV  by the  Company  in light of the
Company's  ownership  of  WTTE-TV,  the  Company and River City agreed to submit
separate  notifications  with respect to the WSYX-TV  assets and the other River
City assets.  The DOJ then granted early  termination of the waiting period with
respect to the transfer of the River City assets other than WSYX-TV,  permitting
the acquisition of those assets to proceed. The Company and River City agreed to
notify the DOJ 30 days before  entering  into an LMA or similar  agreement  with
respect to WSYX-TV and agreed not to enter into such an agreement  until 20 days
after  substantially  complying  with  any  request  for  information  from  DOJ
regarding  the  transaction.  The  Company  is in the  process  of  preparing  a
submission to the DOJ regarding the competitive  effects of entering into an LMA
arrangement  in Columbus.  The Company has agreed to sell the License  Assets of
WTTE-TV  to  Glencairn  and to  enter  into an LMA  with  Glencairn  to  provide
programming services to WTTE-TV. The FCC has approved this transaction,  but the
Company does not believe  that this  transaction  will be  completed  unless the
Company acquires WSYX-TV.

     In the River City Acquisition,  the Company also acquired an option held by
River  City to  purchase  either  (i) all of the  assets of  Keymarket  of South
Carolina,  Inc. for the  forgiveness of debt held by the Company in an aggregate
principal  amount of  approximately  $7.4  million as of August 22,  1997,  plus
payment of approximately  $1,000,000 less certain adjustments or (ii) all of the
stock of KSC for  $1,000,000  less  certain  adjustments.  KSC owns and operates
three radio stations in the  Asheville/Greenville/  Spartanburg,  South Carolina
MSA (WFBC-FM, WFBC-AM and WORD-AM). The option to acquire the assets or stock of
KSC expires on December 31, 1997. The Company intends to exercise this option in
the fourth  quarter of 1997.  KSC also holds an option to acquire  from  Spartan
Radiocasting,  Inc. certain assets relating to two additional  stations (WSPA-AM
and WSPA-FM) in the  Asheville/  Greenville/Spartanburg  MSA which KSC currently
programs pursuant to an LMA. KSC's option to acquire these assets is exercisable
for $5.15  million  and expires in January  2000,  subject to  extension  to the
extent the applicable  LMA is extended  beyond that date. KSC also has an option
to acquire assets of Palm Broadcasting Company,  L.P., which owns two additional
stations in the  Asheville/Greenville/  Spartanburg MSA (WOLI-FM and WOLT-FM) in
an amount equal to the outstanding debt of Palm  Broadcasting  Company,  L.P. to
the Company,  which was  approximately  $3.03 million as of March 31, 1997. This
option  expires in April  2001.  KSC has a JSA with Palm  Broadcasting  Company,
L.P., but does not provide programming for WOLI or WOLT.

     Superior  Acquisition.  On  May  8,  1996,  the  Company  acquired  WDKY-TV
(Lexington,  Kentucky)  and  KOCB-TV  (Oklahoma City, Oklahoma) by acquiring the
stock of Superior Communications Group, Inc. for approximately $63.5 million.

     Flint Acquisition.  On February 27, 1996 the Company acquired the assets of
WSMH-TV (Flint,  Michigan) for approximately $35.8 million by exercising options
granted in 1995.


                                      S-45



     Cincinnati/Kansas City Acquisitions.  On July 1, 1996, the Company acquired
the assets of KSMO-TV (Kansas City, Missouri) and on August 1, 1996, it acquired
the assets of WSTR-TV (Cincinnati, Ohio) for approximately $34.2 million.

     Peoria/Bloomington  Acquisition.  On July 1, 1996, the Company acquired the
assets  of  WYZZ-TV  (Peoria/Bloomington,   Illinois)  for  approximately  $21.2
million.


1997 ACQUISITIONS

     Las Vegas  Acquisition.  On January 30, 1997,  the Company  entered into an
agreement  to acquire the assets of  KUPN-TV,  the UPN  affiliate  in Las Vegas,
Nevada,  for $87.0 million.  The Company  completed this  acquisition on May 30,
1997.

     Heritage  Acquisition.  On July 16,  1997,  the  Company  entered  into the
Heritage Acquisition Agreements with certain subsidiaries of Heritage.  Pursuant
to the Heritage Acquisition Agreements, the Company has the right to acquire the
assets of five television stations (the interests in one of which the Company is
required  to  dispose),  programming  rights  under  LMAs  with  respect  to two
additional television stations, and the assets of 24 radio stations. The Company
will   acquire   the   assets   of   one   television    station   serving   the
Charleston/Huntington, West Virginia market, one station in the Mobile, Alabama/
Pensacola,  Florida  market  and  rights  under an LMA with  respect  to another
station  in that  market,  and the  assets of two  stations  in the  Burlington,
Vermont/Plattsburgh, New York market and the right to provide programming to one
station in that market.  The radio  stations to be acquired serve the St. Louis,
Missouri market (three stations), the Portland,  Oregon market (three stations),
the Kansas City,  Missouri  market (five  stations),  the  Milwaukee,  Wisconsin
market (three stations), the Norfolk,  Virginia market (three stations), the New
Orleans,  Louisiana market (three  stations) and the Rochester,  New York market
(four  stations).  The  Heritage  Acquisition  Agreements  also  provide for the
acquisition of the assets  relating to the operation of a television  station in
Oklahoma  City,  Oklahoma,  but the  Company is required  by the  agreements  to
dispose of its  interest in that  station,  and the  Company has entered  into a
letter of intent to sell that station for $60 million in cash.

     The aggregate  purchase  price of the Heritage  Acquisition is $630 million
payable in cash at closing,  less a deposit of $63  million  paid at the time of
signing the Heritage Acquisition Agreements.  The Company intends to finance the
purchase  price  from some  combination  of the  proceeds  of the  Common  Stock
Offering,  the proceeds of the Preferred Stock  Offering,  funds available under
the Bank Credit Agreement, and the expected proceeds ($60 million) from the sale
of interests in the Oklahoma City station.

     The  Heritage  Acquisition  is  conditioned  on,  among other  things,  FCC
approval and the expiration of the applicable waiting period under the HSR Act.

     Additional  Radio  Acquisitions.  The Company  entered into an agreement on
January 29,  1997 to acquire  the assets of WGR-AM and  WWWS-AM in Buffalo,  New
York,  for $1.5  million.  The Company's  acquisition  of WGR-AM and WWWS-AM was
consummated  on April 18, 1997. On January 31, 1997,  the Company  completed the
acquisition  of the  assets  of  WWFH-FM  and  WILP-AM,  each  in  Wilkes-Barre,
Pennsylvania,  for aggregate  consideration of approximately  $773,000. On March
12, 1997,  the Company  entered into an agreement to acquire the assets of radio
station WKRF-FM in the  Wilkes-Barre/Scranton,  Pennsylvania market. The Company
completed this  acquisition on July 31, 1997. In April 1997, the Company entered
into an  agreement  to  acquire  the  assets  of radio  station  WWSH-FM  in the
Wilkes-Barre/Scranton  market.  The FCC has approved this  acquisition  and such
acquisition is expected to close shortly.

     Ongoing  Discussions.  In  furtherance  of its  acquisition  strategy,  the
Company routinely reviews,  and conducts  investigations of potential television
and  radio  station   acquisitions.   When  the  Company  believes  a  favorable
opportunity  exists, the Company seeks to enter into discussions with the owners
of such stations regarding the possibility of an acquisition by the Company.  At
any given time, the Company may be in discussions  with one or more such station
owners. The Company is in serious  negotiations with various parties relating to
the acquisition of television and radio  properties  which would be acquired for
aggregate  consideration of approximately $85 million. In addition,  the Company
is also in serious negotiations


                                      S-46




relating to the  disposition  of certain  radio  properties  with a value of $35
million,  possibly  in a swap for other  radio  properties  which  would be more
consistent with the Company's strategic plan of clustering radio stations.  Such
agreements could also result in the sale of certain radio stations. There can be
no assurance  that any of these or other  negotiations  will lead to  definitive
agreements  or  if  agreements  are  reached  that  any  transactions  would  be
consummated.


LOCAL MARKETING AGREEMENTS


     The Company  currently has LMA arrangements  with stations in seven markets
in  which  it  owns  a  television  station:  Pittsburgh,  Pennsylvania  (WPTT),
Baltimore,  Maryland (WNUV),  Raleigh/Durham,  North Carolina (WRDC), Milwaukee,
Wisconsin  (WVTV),  Birmingham,  Alabama (WABM),  San Antonio,  Texas (KRRT) and
Asheville/Greenville/Spartanburg,   South  Carolina  (WFBC).  In  addition,  the
Company has an LMA arrangement with a station in the Tuscaloosa,  Alabama market
(WDBB),  which is adjacent to Birmingham.  In each of these markets,  other than
Pittsburgh and Tuscaloosa, the LMA arrangement is with Glencairn and the Company
owns the Non-License Assets of the stations.  The Company owns the assets of one
radio station (KBLA-AM in Los Angeles) which an independent third party programs
pursuant to an LMA.

     The Company  believes  that it is able to increase its revenues and improve
its margins by providing  programming  services to stations in selected DMAs and
MSAs where the Company  already  owns a station.  In certain  instances,  single
station  operators and stations operated by smaller ownership groups do not have
the management expertise or the operating  efficiencies available to the Company
as a multi-station  broadcaster.  The Company seeks to identify such stations in
selected markets and to provide such stations with programming services pursuant
to  LMAs.  In  addition  to  providing  the  Company  with  additional   revenue
opportunities,  the Company believes that these LMA  arrangements  have assisted
certain  stations  whose  operations  may have  been  marginally  profitable  to
continue to air popular  programming  and contribute to diversity of programming
in their respective DMAs and MSAs.

     In cases where the Company enters into LMA  arrangements in connection with
a station whose acquisition by the Company is pending FCC approval,  the Company
(i) obtains an option to acquire the station assets essential for broadcasting a
television or radio signal in compliance with regulatory  guidelines,  generally
consisting  of the  FCC  license,  transmitter,  transmission  lines,  technical
equipment,  call letters and  trademarks,  and certain  furniture,  fixtures and
equipment  (the "License  Assets") and (ii)  acquires the remaining  assets (the
"Non-License  Assets")  at  the  time  it  enters  into  the  option.  Following
acquisition of the Non-License  Assets,  the License Assets continue to be owned
by the  owner-operator  and holder of the FCC license,  which enters into an LMA
with the  Company.  After FCC  approval  for  transfer of the License  Assets is
obtained,  the Company  exercises  its option to acquire the License  Assets and
become the owner-operator of the station, and the LMA arrangement is terminated.

     In connection  with the River City  Acquisition,  the Company  entered into
LMAs with  River  City and the owner of KRRT  with  respect  to each of the nine
television  and 21 radio  stations  with  respect to which the Company  acquired
Non-License Assets. The Company or Glencairn has now acquired the License Assets
of all of the  television  and radio stations with respect to which it initially
acquired  Non-License Assets in the River City Acquisition,  other than WTTV and
WTTK in Indianapolis, Indiana. The LMA with River City for these two stations is
in effect for a ten-year term, which corresponds with the term of the option the
Company holds to acquire the related River City License Assets.  Pursuant to the
LMA, the Company  pays River City fees in return for which the Company  acquires
all of the  inventory  of  broadcast  time of the stations and the right to sell
100% of each station's inventory of advertising time. Upon grant of FCC approval
of the  transfer of License  Assets with  respect to WTTV and WTTK,  the Company
intends to acquire the License Assets, and thereafter the LMA will terminate and
the Company will operate the  stations.  At the Company's  request,  the FCC has
withheld action on the  applications  for the Company's  acquisition of WTTV and
WTTK in Indianapolis (and a pending application for the Controlling Stockholders
to divest their  attributable  interests in WIIB in Indianapolis)  until the FCC
completes  its pending  rulemaking  proceeding  considering  the  cross-interest
policy. 


                                      S-47




USE OF DIGITAL TELEVISION TECHNOLOGY

     The  Company   believes  that  television   broadcasting  may  be  enhanced
significantly   by  the  development  and  increased   availability  of  digital
broadcasting service technology. This technology has the potential to permit the
Company to provide viewers multiple channels of digital  television over each of
its  existing  standard  channels,  to  provide  certain  programming  in a high
definition  television  format and to deliver  various forms of data,  including
data  on  the  Internet,  to  home  and  business  computers.  These  additional
capabilities  may provide the Company with  additional  sources of revenue . The
Company has announced its intention to provide  multiple  channels of television
on its  allocated  portions of the  broadcast  spectrum.  The  Company  plans to
provide additional broadcast  programming and transmitted data on a subscription
basis,  and to  continue  to provide  its  current TV program  channels  without
subscription fees. This digital broadcasting service technology is not currently
available  to the viewing  public and a successful  transition  from the current
analog broadcast format to a digital format may take many years. There can be no
assurance  that the Company's  efforts to take  advantage of the new  technology
will be commercially successful. 


FEDERAL REGULATION OF TELEVISION AND RADIO BROADCASTING


     The  ownership,  operation  and sale of television  and radio  stations are
subject to the  jurisdiction of the FCC, which acts under  authority  granted by
the Communications  Act. Among other things, the FCC assigns frequency bands for
broadcasting;  determines  the particular  frequencies,  locations and operating
power of  stations;  issues,  renews,  revokes and  modifies  station  licenses;
regulates  equipment  used by stations;  adopts and implements  regulations  and
policies  that  directly  or  indirectly  affect the  ownership,  operation  and
employment  practices of  stations;  and has the power to impose  penalties  for
violations of its rules or the Communications Act.

     The   following  is  a  brief   summary  of  certain   provisions   of  the
Communications  Act,  the 1996 Act and specific FCC  regulations  and  policies.
Reference should be made to the Communications  Act, the 1996 Act, FCC rules and
the public notices and rulings of the FCC for further information concerning the
nature and extent of federal regulation of broadcast stations.

     License Grant and Renewal.  Television and radio stations  operate pursuant
to broadcasting  licenses that are granted by the FCC for maximum terms of eight
years.

     Television  and  radio  station   licenses  are  subject  to  renewal  upon
application to the FCC.  During certain  periods when renewal  applications  are
pending,  competing  applicants  may file for the radio or television  frequency
being used by the renewal applicant.  During the same periods, petitions to deny
license  renewal  applications  may be filed by  interested  parties,  including
members of the public.  Prior to the 1996 Act, the FCC was generally required to
hold  hearings  on renewal  applications  if a competing  application  against a
renewal  application  was filed, if the FCC was unable to determine that renewal
of a license would serve the public interest, convenience and necessity, or if a
petition  to deny raised a  "substantial  and  material  question of fact" as to
whether the grant of the renewal  application would be prima facie  inconsistent
with the public interest, convenience and necessity.

     The 1996 Act does not  prohibit  either  the  filing of  petitions  to deny
license  renewals or the filing of competing  applications.  Under the 1996 Act,
the FCC is still  required  to hold  hearings on renewal  applications  if it is
unable to determine  that renewal of a license would serve the public  interest,
convenience  or necessity,  or if a petition to deny raises a  "substantial  and
material  question of fact" as to whether  the grant of the renewal  application
would be prima facie  inconsistent  with the public  interest,  convenience  and
necessity.  Pursuant  to the  1996  Act,  however,  the FCC is  prohibited  from
considering competing applications for a renewal applicant's  frequency,  and is
required  to grant  the  renewal  application,  if the FCC  finds:  (i) that the
station has served the public  interest,  convenience  and necessity;  (ii) that
there have been no serious  violations by the licensee of the Communications Act
or the rules and  regulations  of the FCC;  and (iii)  there  have been no other
violations  by  the  licensee  of  the  Communications  Act  or  the  rules  and
regulations of the FCC that, when taken together,  would constitute a pattern of
abuse.


                                      S-48




     All of the stations that the Company (i) owns and operates, (ii) intends to
acquire pursuant to pending  acquisitions,  (iii) currently provides programming
services to pursuant to an LMA, or (iv) currently  sells  commercial air time on
pursuant to a JSA, are presently operating under regular licenses,  which expire
as to each station on the dates set forth under "-- Television Broadcasting" and
"-- Radio  Broadcasting,"  above.  Although renewal of license is granted in the
vast  majority of cases even when  petitions to deny are filed,  there can be no
assurance that the licenses of such stations will be renewed.


Ownership Matters

General

     The  Communications  Act prohibits the assignment of a broadcast license or
the transfer of control of a broadcast  licensee  without the prior  approval of
the FCC. In determining  whether to permit the assignment or transfer of control
of, or the grant or renewal of, a broadcast license,  the FCC considers a number
of factors pertaining to the licensee,  including  compliance with various rules
limiting common ownership of media  properties,  the "character" of the licensee
and those persons holding "attributable"  interests therein, and compliance with
the Communications Act's limitations on alien ownership.

     To obtain the FCC's prior consent to assign a broadcast license or transfer
control of a broadcast licensee, appropriate applications must be filed with the
FCC. If the application involves a "substantial change" in ownership or control,
the application must be placed on public notice for a period of approximately 30
days during which  petitions to deny the  application may be filed by interested
parties,  including members of the public. If the application does not involve a
"substantial  change" in ownership or control,  it is a "pro forma" application.
The  "pro  forma"  application  is  nevertheless   subject  to  having  informal
objections  filed  against  it. If the FCC  grants  an  assignment  or  transfer
application, interested parties have approximately 30 days from public notice of
the grant to seek reconsideration of that grant. Generally,  parties that do not
file initial  petitions to deny or informal  objections  against the application
face difficulty in seeking  reconsideration  of the grant.  The FCC normally has
approximately  an  additional 10 days to set aside such grant on its own motion.
When passing on an  assignment  or transfer  application,  the FCC is prohibited
from considering whether the public interest might be served by an assignment or
transfer to any party other than the  assignee or  transferee  specified  in the
application.

     The FCC generally applies its ownership limits to "attributable"  interests
held by an individual,  corporation,  partnership or other  association.  In the
case of corporations  holding, or through  subsidiaries  controlling,  broadcast
licenses,  the  interests  of  officers,  directors  and those who,  directly or
indirectly, have the right to vote 5% or more of the corporation's stock (or 10%
or more of such stock in the case of insurance  companies,  investment companies
and  bank  trust   departments   that  are  passive   investors)  are  generally
attributable, except that, in general, no minority voting stock interest will be
attributable  if there is a single  holder of more  than 50% of the  outstanding
voting power of the  corporation.  The FCC has a pending  rulemaking  proceeding
that,  among other  things,  seeks  comment on whether the FCC should modify its
attribution rules by (i) raising the attribution stock benchmark from 5% to 10%;
(ii) raising the attribution  stock benchmark for passive  investors from 10% to
20%; (iii)  restricting  the  availability  of the single  majority  shareholder
exemption; and (iv) attributing certain interests such as non-voting stock, debt
and certain holdings by limited liability corporations in certain circumstances.
More  recently,  the FCC has solicited  comment on proposed rules that would (i)
treat an otherwise  nonattributable  equity or debt interest in a licensee as an
attributable  interest  where the interest  holder is a program  supplier or the
owner of a  broadcast  station in the same  market and the  equity  and/or  debt
holding is  greater  than a  specified  benchmark;  (ii)  treat a licensee  of a
television  station  which,  under an LMA,  brokers more than 15% of the time on
another  television  station serving the same market,  as having an attributable
interest in the brokered station; and (iii) in certain circumstances,  treat the
licensee of a broadcast  station that sells  advertising time on another station
in the same market pursuant to a JSA as having an  attributable  interest in the
station whose advertising is being sold.

     The  Controlling  Stockholders  hold attributable interests in two entities
owning  media  properties,  namely: Channel 63, Inc., licensee of WIIB-TV, a UHF
television  station  in Bloomington, Indiana, and Bay Television, Inc., licensee
of  WTTA-TV,  a  UHF  television  station in St. Petersburg, Florida. All of the
issued  and  outstanding shares of Channel 63, Inc. are owned by the Controlling
Stockholders. All


                                      S-49




the issued  and  outstanding  shares of Bay  Television,  Inc.  are owned by the
Controlling Stockholders (75%) and Robert L. Simmons (25%), a former stockholder
of the  Company.  The  Controlling  Stockholders  have  agreed to  divest  their
attributable  interests in Channel 63, Inc. and the Company believes that, after
doing so, such holdings will not  materially  restrict its ability to acquire or
program additional broadcast stations.

     Under its  "cross-interest"  policy, the FCC considers certain "meaningful"
relationships  among  competing  media  outlets in the same market,  even if the
ownership  rules do not  specifically  prohibit  the  relationship.  Under  this
policy,  the FCC may consider  significant  equity  interests  combined  with an
attributable interest in a media outlet in the same market, joint ventures,  and
common key  employees  among  competitors.  The  cross-interest  policy does not
necessarily prohibit all of these interests,  but requires that the FCC consider
whether,  in  a  particular  market,  the  "meaningful"   relationships  between
competitors  could have a significant  adverse effect upon economic  competition
and program  diversity.  Heretofore,  the FCC has not applied its cross-interest
policy to LMAs and JSAs between broadcast  stations.  In its ongoing  rulemaking
proceeding  concerning  the  attribution  rules,  the FCC has sought comment on,
among other things, (i) whether the cross-interest policy should be applied only
in smaller markets, and (ii) whether non-equity financial  relationships such as
debt, when combined with multiple business  interrelationships  such as LMAs and
JSAs,  raise concerns under the  cross-interest  policy.  Moreover,  in its most
recent proposals in its ongoing attribution rulemaking  proceeding,  the FCC has
proposed  treating  television  LMAs,  JSAs,  and debt or  equity  interests  as
attributable   interests  in  certain   circumstances   without  regard  to  the
cross-interest policy.

     The  Communications Act prohibits the issuance of broadcast licenses to, or
the holding of a broadcast license by, any corporation of which more than 20% of
the  capital  stock is owned of record or voted by  non-U.S.  citizens  or their
representatives  or by a foreign government or a representative  thereof,  or by
any corporation  organized  under the laws of a foreign  country  (collectively,
"Aliens"). The Communications Act also authorizes the FCC, if the FCC determines
that it would be in the public interest, to prohibit the issuance of a broadcast
license to, or the holding of a broadcast  license by, any corporation  directly
or indirectly  controlled by any other corporation of which more than 25% of the
capital  stock is owned of  record  or voted by  Aliens.  The  Company  has been
advised that the FCC staff has  interpreted  this provision to require a finding
that such grant or holding  would be in the public  interest  before a broadcast
license may be granted to or held by any such corporation and that the FCC staff
has made  such a  finding  only in  limited  circumstances.  The FCC has  issued
interpretations  of existing law under which these restrictions in modified form
apply to other forms of business  organizations,  including  partnerships.  As a
result of these provisions,  the licenses granted to Subsidiaries of the Company
by the FCC could be revoked  if,  among other  restrictions  imposed by the FCC,
more than 25% of the Company's stock were directly or indirectly  owned or voted
by Aliens. The Company and the Subsidiaries are domestic  corporations,  and the
Controlling  Stockholders  are all  United  States  citizens.  The  Amended  and
Restated  Articles of Incorporation  of the Company (the "Amended  Certificate")
contain  limitations  on Alien  ownership  and  control  that are  substantially
similar to those contained in the  Communications  Act.  Pursuant to the Amended
Certificate, the Company has the right to repurchase Alien-owned shares at their
fair  market  value to the extent  necessary,  in the  judgment  of the Board of
Directors, to comply with the Alien ownership restrictions. 


Television

     National  Ownership  Rule.  Prior  to the 1996  Act,  FCC  rules  generally
prohibited an individual or entity from having an attributable  interest in more
than 12 television stations nationwide,  or in television stations reaching more
than 25% of the national television viewing audience.  Pursuant to the 1996 Act,
the FCC has  modified  its rules to eliminate  any  limitation  on the number of
television  stations an individual or entity may own nationwide,  subject to the
restriction  that no individual or entity may have an  attributable  interest in
television  stations reaching more than 35% of the national  television  viewing
audience.  Historically, VHF stations have shared a larger portion of the market
than UHF stations.  Therefore, only half of the households in the market area of
any UHF station are included  when  calculating  whether an entity or individual
owns television stations reaching more than 35% of the


                                      S-50



national  television  viewing audience.  All but three of the stations owned and
operated by the Company, or to which the Company provides programming  services,
are UHF.

     Duopoly Rule. On a local level,  the  television  "duopoly"  rule generally
prohibits a single individual or entity from having an attributable  interest in
two or more television  stations with overlapping  Grade B service areas.  While
the 1996 Act has not  eliminated  the TV duopoly rule, it does direct the FCC to
initiate a rulemaking  proceeding  to determine  whether to retain,  modify,  or
eliminate the rule. The FCC has pending a rulemaking  proceeding in which it has
proposed to modify the television duopoly rule to permit the common ownership of
television stations in different DMAs, so long as the Grade A signal contours of
the stations do not overlap.  Pending  resolution of its rulemaking  proceeding,
the FCC has adopted an interim  waiver policy that permits the common  ownership
of  television  stations in different  DMAs with no  overlapping  Grade A signal
contours, conditioned on the final outcome of the rulemaking proceeding. The FCC
has also sought comment on whether common  ownership of two television  stations
in a market  should be  permitted  (i) where one or more of the  commonly  owned
stations is UHF, (ii) where one of the stations is in bankruptcy or has been off
the air for a  substantial  period of time and (iii)  where the  commonly  owned
stations have very small audience or advertising  shares,  are located in a very
large  market,  and/or a specified  number of  independently  owned media voices
would remain after the acquisition.

     Local Marketing Agreements. Over the past few years, a number of television
stations,  including certain of the Company's  stations,  have entered into what
have commonly been referred to as LMAs.  While these agreements may take varying
forms,  pursuant to a typical  LMA,  separately  owned and  licensed  television
stations agree to enter into cooperative  arrangements of varying sorts, subject
to compliance  with the  requirements of antitrust laws and with the FCC's rules
and policies. Under these types of arrangements, separately owned stations could
agree to function  cooperatively  in terms of  programming,  advertising  sales,
etc.,  subject  to the  requirement  that the  licensee  of each  station  shall
maintain  independent  control over the  programming  and  operations of its own
station.  One  typical  type  of  LMA is a  programming  agreement  between  two
separately owned television  stations serving a common service area, whereby the
licensee of one station  programs  substantial  portions of the broadcast day on
the other licensee's  station,  subject to ultimate editorial and other controls
being exercised by the latter licensee,  and sells  advertising time during such
program  segments.  Such  arrangements  are an extension of the concept of "time
brokerage" agreements,  under which a licensee of a station sells blocks of time
on its  station to an entity or  entities  which  program the blocks of time and
which  sell  their own  commercial  advertising  announcements  during  the time
periods in question. The staff of the FCC's Mass Media Bureau has held that LMAs
are not contrary to the  Communications  Act,  provided that the licensee of the
station  which is being  substantially  programmed by another  entity  maintains
complete  responsibility  for and control over programming and operations of its
broadcast station and assures compliance with applicable FCC rules and policies.

     At present, FCC rules permit television station LMAs, and the licensee of a
television   station  brokering  time  on  another  television  station  is  not
considered to have an attributable interest in the brokered station. However, in
connection  with its ongoing  rulemaking  proceeding  regarding  the  television
duopoly rule, the FCC has proposed to adopt rules providing that the licensee of
a  television  station  which  brokers  more  than  15% of the  time on  another
television  station  serving  the  same  market  would  be  deemed  to  have  an
attributable  interest in the brokered  station for purposes of the national and
local multiple ownership rules. In connection with this proceeding,  the FCC has
solicited  detailed  information from parties to television LMAs as to the terms
and characteristics of such LMAs.

     The 1996 Act provides that nothing  therein "shall be construed to prohibit
the  origination,  continuation,  or renewal of any television  local  marketing
agreement  that  is in  compliance  with  the  regulations  of the  [FCC]."  The
legislative history of the 1996 Act reflects that this provision was intended to
grandfather  television  LMAs that were in existence  upon enactment of the 1996
Act, and to allow  television LMAs consistent with the FCC's rules subsequent to
enactment of the 1996 Act. In its pending  rulemaking  proceeding  regarding the
television  duopoly rule, the FCC has proposed to adopt a grandfathering  policy
providing that, in the event that television LMAs become attributable interests,
LMAs that are in  compliance  with  existing  FCC rules  and  policies  and were
entered  into before  November 5, 1996,  would be permitted to continue in force
until the original term of the LMA expires. Under the FCC's proposal, 


                                      S-51



television  LMAs that are entered into or renewed  after  November 5, 1996 would
have to be  terminated  if LMAs are made  attributable  interests and the LMA in
question resulted in a violation of the television multiple ownership rules. The
Company's LMAs with television stations WPTT in Pittsburgh,  Pennsylvania,  WNUV
in Baltimore,  Maryland, WVTV in Milwaukee,  Wisconsin,  WRDC in Raleigh/Durham,
North Carolina,  WABM in Birmingham,  Alabama, and WDBB in Tuscaloosa,  Alabama,
were in  existence on both the date of enactment of the 1996 Act and November 5,
1996. The Company's LMAs with television stations WTTV and WTTK in Indianapolis,
Indiana were entered  into  subsequent  to the date of enactment of the 1996 Act
but prior to November 5, 1996. The Company's LMA with television station KRRT in
Kerrville,  Texas was in existence on the date of enactment of the 1996 Act, but
was  assumed by the  Company  subsequent  to that date but prior to  November 5,
1996. The licensee's rights under the Company's LMA with KRRT-TV were assumed by
Glencairn  subsequent  to November 5, 1996.  The  Company's  LMA with WFBC-TV in
Asheville/Greenville/Spartanburg,  South  Carolina,  was  entered  into  by  the
Company  subsequent  to the  date of  enactment  of the  1996  Act but  prior to
November  5, 1996,  and the  licensee's  rights  under that LMA were  assumed by
Glencairn  subsequent to November 5, 1996.  The Company cannot predict if any or
all of its LMAs will be grandfathered.

     The Conference  Agreement adopted as part of the recent Balanced Budget Act
of 1997  recently  signed into law by President  Clinton (The  "Balanced  Budget
Act")  clarifies  Congress'  intent  with  respect  to LMAs and  duopolies.  The
Conference  Agreement  states as follows:  "The conferees do not intend that the
duopoly and  television-newspaper  cross-ownership relief provided herein should
have any bearing  upon the [FCC's]  current  proceedings,  which  concerns  more
immediate relief.  The conferees expect that the [FCC] will proceed with its own
independent  examination in these matters.  Specifically,  the conferees  expect
that the [FCC] will provide additional relief (e.g., VHF/UHF  combinations) that
it  finds  to be in the  public  interest,  and  will  implement  the  permanent
grandfather  requirement  for local  marketing  agreements  as  provided  in the
Telecommunications Act of 1996." 

     The TV duopoly  rule  currently  prevents the Company  from  acquiring  the
licenses of  television  stations  with which it has LMAs in those markets where
the Company owns a television  station.  As a result,  if the FCC were to decide
that the  provider of  programming  services  under a  television  LMA should be
treated as having an attributable  interest in the brokered  station,  and if it
did not relax its  television  duopoly  rule,  the Company  could be required to
modify or terminate  those of its LMAs that were not in existence on the date of
enactment of the 1996 Act or on November 5, 1996. Furthermore, if the FCC adopts
its present proposal with respect to the  grandfathering of television LMAs, the
Company could be required to terminate even those LMAs that were in effect prior
to the date of enactment of the 1996 Act or prior to November 5, 1996, after the
initial  term of the LMA or upon  assignment  of the LMA. In such an event,  the
Company  could be required to pay  termination  penalties  under certain of such
LMAs.  Further, if the FCC were to find, in connection with any of the Company's
LMAs, that the  owners/licensees of the stations with which the Company has LMAs
failed to maintain  control over their  operations  as required by FCC rules and
policies,  the licensee of the LMA station  and/or the Company could be fined or
set for hearing,  the outcome of which could be a monetary  forfeiture or, under
certain circumstances, loss of the applicable FCC license. The Company is unable
to predict the ultimate  outcome of possible  changes to these FCC rules and the
impact such FCC rules may have on its broadcasting operations.

     On June 1, 1995, the Chief of the FCC's Mass Media Bureau released a Public
Notice  concerning  the  processing  of  television  assignment  and transfer of
control  applications  proposing  LMAs.  Due to  the  pendency  of  the  ongoing
rulemaking proceeding concerning attribution of ownership, the Mass Media Bureau
has  placed  certain  restrictions  on the types of  television  assignment  and
transfer of control applications  involving LMAs that it will approve during the
pendency of the rulemaking.  Specifically, the Mass Media Bureau has stated that
it will not approve  arrangements where a time broker seeks to finance a station
acquisition  and hold an option to  purchase  the  station  in the  future.  The
Company  believes that none of the Company's  LMAs fall within the ambit of this
Public Notice.


Radio

     National  Ownership Rule. Prior to the 1996 Act, the FCC's rules limited an
individual  or entity from holding attributable interests in more than 20 AM and
20 FM radio stations nationwide. Pursuant to the


                                      S-52



1996 Act,  the FCC has modified its rules to  eliminate  any  limitation  on the
number of radio stations a single individual or entity may own nationwide.

     Local  Ownership  Rule.  Prior to the 1996 Act,  the FCC's rules  generally
permitted an individual or entity to hold attributable interests in no more than
four radio stations in a local market (no more than two of which could be in the
same service (AM or FM)),  and then only if the aggregate  audience share of the
commonly  owned  stations  did not exceed  25%.  In  markets  with fewer than 15
commercial  radio  stations,  an individual or entity could hold an attributable
interest in no more than three radio stations in the market (no more than two of
which could be in the same service), and then only if the number of the commonly
owned  stations  did not  exceed  50% of the total  number of  commercial  radio
stations in the market.

     Pursuant to the 1996 Act,  the limits on the number of radio  stations  one
entity may own locally have been  increased as follows:  (i) in a market with 45
or more  commercial  radio  stations,  an entity may own up to eight  commercial
radio stations,  not more than five of which are in the same service (AM or FM);
(ii) in a market with between 30 and 44 (inclusive)  commercial  radio stations,
an entity may own up to seven commercial  radio stations,  not more than four of
which  are in the  same  service;  (iii)  in a  market  with  between  15 and 29
(inclusive)  commercial  radio stations,  an entity may own up to six commercial
radio stations, not more than four of which are in the same service; and (iv) in
a market with 14 or fewer  commercial  radio  stations,  an entity may own up to
five  commercial  radio  stations,  not more than three of which are in the same
service, except that an entity may not own more than 50% of the stations in such
market.  These numerical limits apply regardless of the aggregate audience share
of the stations  sought to be commonly  owned.  FCC ownership  rules continue to
permit an entity to own one FM and one AM station in a local  market  regardless
of market size.  Irrespective of FCC rules governing radio  ownership,  however,
the DOJ and the Federal Trade Commission have the authority to determine, and in
certain  recent radio  transactions  not involving the Company have  determined,
that a particular transaction presents antitrust concerns.

     Local Marketing  Agreements.  As in television,  a number of radio stations
have entered into LMAs. The FCC's multiple ownership rules  specifically  permit
radio station LMAs to be entered into and  implemented,  so long as the licensee
of the  station  which is being  programmed  under  the LMA  maintains  complete
responsibility  for and control over programming and operations of its broadcast
station and assures  compliance with applicable FCC rules and policies.  For the
purposes of the multiple  ownership  rules,  in general,  a radio  station being
programmed  pursuant to an LMA by an entity is not  considered  an  attributable
ownership  interest of that  entity  unless  that  entity  already  owns a radio
station in the same market.  However,  a licensee that owns a radio station in a
market,  and brokers  more than 15% of the time on another  station  serving the
same market,  is considered to have an  attributable  ownership  interest in the
brokered  station  for  purposes of the FCC's  multiple  ownership  rules.  As a
result, in a market in which the Company owns a radio station, the Company would
not be permitted to enter into an LMA with another  local radio station which it
could not own under the local ownership rules, unless the Company's  programming
constituted  15% or less of the  other  local  station's  programming  time on a
weekly  basis.  The  FCC's  rules  also  prohibit  a  broadcast   licensee  from
simulcasting  more than 25% of its  programming  on another  station in the same
broadcast  service  (i.e.,  AM-AM or  FM-FM)  through  a time  brokerage  or LMA
arrangement  where the brokered and brokering  stations serve  substantially the
same area.

     Joint  Sales  Agreements.  Over the past few years,  a number of radio (and
television) stations have entered into cooperative  arrangements  commonly known
as joint sales  agreements,  or JSAs.  While these  agreements  may take varying
forms,  under the typical JSA, a station licensee obtains,  for a fee, the right
to sell  substantially all of the commercial  advertising on a  separately-owned
and  licensed  station in the same  market.  The  typical  JSA also  customarily
involves the provision by the selling licensee of certain sales, accounting, and
"back  office"  services to the station  whose  advertising  is being sold.  The
typical JSA is distinct  from an LMA in that a JSA (unlike an LMA) normally does
not involve programming.

     The FCC has  determined  that issues of joint  advertising  sales should be
left to enforcement by antitrust  authorities,  and therefore does not generally
regulate joint sales practices between stations. Currently, stations for which a
licensee sells time under a JSA are not deemed by the FCC to be


                                      S-53



attributable interests of that licensee. However, in connection with its ongoing
rulemaking  proceeding  concerning the attribution rules, the FCC is considering
whether JSAs should be considered  attributable interests or within the scope of
the FCC's cross-interest  policy,  particularly when JSAs contain provisions for
the supply of programming  services and/or other elements  typically  associated
with LMAs. If JSAs become  attributable  interests as a result of changes in the
FCC rules, the Company may be required to terminate any JSA it might have with a
radio station which the Company could not own under the FCC's multiple ownership
rules.


Other Ownership Matters

     There  remain  in  place  after  the  1996  Act  a  number  of   additional
cross-ownership rules and prohibitions pertaining to licensees of television and
radio stations. FCC rules, the Communications Act, or both generally prohibit an
individual or entity from having an  attributable  interest in both a television
station and a radio station,  a daily newspaper,  or a cable  television  system
that is located in or serves the same market area.

     Antitrust  Regulation.  The DOJ  and  the  Federal  Trade  Commission  have
recently increased their scrutiny of the television and radio industry, and have
indicated  their  intention to review matters  related to the  concentration  of
ownership  within markets  (including  LMAs and JSAs) even when the ownership or
LMA or JSA in question is permitted under the laws administered by the FCC or by
FCC rules and regulations. 

     Radio/Television   Cross-Ownership   Rule.   The   FCC's   radio/television
cross-ownership  rule (the "one to a market" rule) generally  prohibits a single
individual  or entity  from  having an  attributable  interest  in a  television
station and a radio station serving the same market.  However, in each of the 25
largest local markets in the United States,  provided that there are at least 30
separately owned stations in the particular  market,  the FCC has  traditionally
employed a policy that presumptively  allows waivers of the one to a market rule
to permit  the  common  ownership  of one AM,  one FM and one TV  station in the
market. The 1996 Act directs the FCC to extend this policy to each of the top 50
markets.  Moreover,  the FCC has pending a rulemaking proceeding in which it has
solicited  comment  on whether  the one to a market  rule  should be  eliminated
altogether.

     However,  the FCC does not apply  its  presumptive  waiver  policy in cases
involving the common ownership of one television station,  and two or more radio
stations in the same service (AM or FM), in the same market. Pending its ongoing
rulemaking  proceeding to reexamine the one to a market rule, the FCC has stated
that it will consider  waivers of the rule in such  instances on a  case-by-case
basis,  considering  (i) the public  service  benefits  that will arise from the
joint operation of the facilities  such as economies of scale,  cost savings and
programming and service benefits;  (ii) the types of facilities involved;  (iii)
the number of media outlets owned by the applicant in the relevant market;  (iv)
the financial  difficulties of the stations involved;  and (v) the nature of the
relevant  market in light of the level of competition  and diversity after joint
operation  is  implemented.  The FCC has stated  that it  expects  that any such
waivers that are granted will be  conditioned  on the outcome of the  rulemaking
proceeding.

     In its ongoing rulemaking proceeding to reexamine the one to a market rule,
the FCC has proposed the  following  options for modifying the rule in the event
it is not  eliminated:  (i)  extending  the  presumptive  waiver  policy  to any
television  market in which a specified  number of  independently  owned  voices
would  remain after  common  ownership  of a television  station and one or more
radio stations is effectuated;  (ii) extending the presumptive  waiver policy to
entities  that seek to own more than one FM and/or one AM radio  station;  (iii)
reducing the minimum number of independently owned voices that must remain after
a transaction is effectuated;  and (iv) modifying the  five-factor  case-by-case
test for waivers.

     Local Television/Cable  Cross-Ownership Rule. While the 1996 Act eliminates
a previous  statutory  prohibition  against the common ownership of a television
broadcast station and a cable system that serve the same local market,  the 1996
Act leaves the current  FCC rule in place.  The  legislative  history of the Act
indicates  that the repeal of the  statutory ban should not prejudge the outcome
of any FCC review of the rule.


                                      S-54




     Broadcast Network/Cable  Cross-Ownership Rule. The 1996 Act directs the FCC
to  eliminate  its rules which  formerly  prohibited  the common  ownership of a
broadcast  network and a cable  system,  subject to the  provision  that the FCC
revise its rules as  necessary  to ensure  carriage,  channel  positioning,  and
non-discriminatory  treatment  of  non-affiliated  broadcast  stations  by cable
systems  affiliated with a broadcast  network.  In March 1996, the FCC issued an
order implementing this legislative change.

     Broadcast/Daily  Newspaper  Cross-Ownership  Rule. The FCC's rules prohibit
the common  ownership  of a radio or  television  broadcast  station and a daily
newspaper  in the same  market.  The 1996 Act does not  eliminate or modify this
prohibition. In October 1996, however, the FCC initiated a rulemaking proceeding
to  determine  whether it should  liberalize  its waiver  policy with respect to
cross-ownership  of a daily newspaper and one or more radio stations in the same
market.

     Dual  Network  Rule.  The 1996 Act directs the FCC to repeal its rule which
formerly  prohibited an entity from operating more than one television  network.
In March 1996, the FCC issued an order  implementing  this  legislative  change.
Under the modified  rule, a network entity is permitted to operate more than one
television  network,  provided,  however,  that ABC,  CBS,  NBC,  and/or Fox are
prohibited  from  merging  with each other or with  another  network  television
entity such as WB or UPN. 

     Expansion  of the  Company's  broadcast  operations  on  both a  local  and
national level will continue to be subject to the FCC's  ownership rules and any
changes the FCC or Congress may adopt. Concomitantly,  any further relaxation of
the FCC's  ownership  rules may increase the level of competition in one or more
of the markets in which the Company's stations are located, more specifically to
the extent that any of the Company's  competitors may have greater resources and
thereby be in a superior position to take advantage of such changes.


Must-Carry/Retransmission Consent

     Pursuant to the Cable Act of 1992, television  broadcasters are required to
make   triennial   elections  to  exercise   either  certain   "must-carry"   or
"retransmission  consent"  rights in  connection  with their  carriage  by cable
systems in each broadcaster's local market. By electing the must-carry rights, a
broadcaster  demands carriage on a specified channel on cable systems within its
Area of  Dominant  Influence,  in general as  defined  by the  Arbitron  1991-92
Television  Market Guide.  These must-carry  rights are not absolute,  and their
exercise is dependent on variables such as (i) the number of activated  channels
on a cable system;  (ii) the location and size of a cable system;  and (iii) the
amount of programming on a broadcast  station that duplicates the programming of
another broadcast station carried by the cable system. Therefore,  under certain
circumstances,   a  cable   system  may  decline  to  carry  a  given   station.
Alternatively,  if a  broadcaster  chooses to  exercise  retransmission  consent
rights,  it can prohibit  cable  systems  from  carrying its signal or grant the
appropriate  cable system the authority to retransmit the broadcast signal for a
fee or other  consideration.  In October 1996, the Company elected must-carry or
retransmission  consent  with  respect  to  each  of its  markets  based  on its
evaluation of the respective  markets and the position of the Company's  station
within  the  market.  The  Company's  stations  continue  to be  carried  on all
pertinent  cable  systems,  and the Company does not believe that its  elections
have  resulted in the shifting of its stations to less  desirable  cable channel
locations. Certain of the Company's stations affiliated with Fox are required to
elect retransmission  consent because Fox's retransmission  consent negotiations
on  behalf of the  Company  resulted  in  agreements  which  extend  into  1998.
Therefore,  the Company will need to negotiate retransmission consent agreements
for these  Fox-affiliated  stations to attain  carriage on those  relevant cable
systems for the balance of this  triennial  period (i.e.,  through  December 31,
1999).  For  subsequent  elections  beginning  with the  election  to be made by
October 1, 1999, the must-carry  market will be the station's DMA, in general as
defined by the Nielsen DMA Market and Demographic Rank Report of the prior year.

     The must-carry rules have been subject to judicial scrutiny. In April 1993,
the United States District Court for the District of Columbia  summarily  upheld
the  constitutionality  of the legislative  must-carry  provisions under a First
Amendment challenge.  However, in June 1994, the Supreme Court remanded the case
to the  lower  court  with  instructions  to test the  constitutionality  of the
must-carry rules under an "intermediate scrutiny" standard. In a decision issued
in December 1995, a closely divided three-judge  District Court panel ruled that
the record showed that there was substantial evidence before Congress from which
it could  draw the  reasonable  inferences  that (1) the  must-carry  rules were
necessary to protect the local broadcast


                                      S-55



industry;  and (2) the burdens on cable systems with rapidly  increasing channel
capacity would be quite small. Accordingly,  the District Court panel ruled that
Congress  had not violated  the First  Amendment  in enacting  the  "must-carry"
provisions.  In March 1997, the Supreme Court,  by a 5-4 majority,  affirmed the
District Court's decision and thereby let stand the must-carry rules.


Syndicated Exclusivity/Territorial Exclusivity

     The FCC has imposed  syndicated  exclusivity  rules and  expanded  existing
network  nonduplication  rules.  The  syndicated  exclusivity  rules allow local
broadcast   television  stations  to  demand  that  cable  operators  black  out
syndicated  non-network  programming carried on "distant signals" (i.e., signals
of broadcast stations,  including so-called  "superstations,"  which serve areas
substantially  removed from the cable  system's  local  community).  The network
non-duplication  rules allow local broadcast  network  television  affiliates to
require that cable operators black out duplicating  network  programming carried
on distant signals. However, in a number of markets in which the Company owns or
programs stations  affiliated with a network,  a station that is affiliated with
the same network in a nearby market is carried on cable systems in the Company's
market.  This is not in violation  of the FCC's  network  nonduplication  rules.
However,  the  carriage of two network  stations on the same cable  system could
result in a decline  of  viewership  adversely  affecting  the  revenues  of the
Company owned or programmed station.


Restrictions on Broadcast Advertising

     Advertising of cigarettes  and certain other tobacco  products on broadcast
stations has been banned for many years. Various states restrict the advertising
of  alcoholic  beverages.   Congressional   committees  have  recently  examined
legislation  proposals which may eliminate or severely  restrict the advertising
of beer and wine. Although no prediction can be made as to whether any or all of
the present  proposals will be enacted into law, the elimination of all beer and
wine advertising would have an adverse effect upon the revenues of the Company's
stations,  as well as the revenues of other  stations  which carry beer and wine
advertising.

     The FCC has imposed  commercial time  limitations in children's  television
programming pursuant to legislation. In television programs designed for viewing
by  children  of 12 years of age and under,  commercial  matter is limited to 12
minutes per hour on weekdays and 10.5 minutes per hour on weekends.  In granting
renewal of the  license  for  WBFF-TV,  the FCC imposed a fine of $10,000 on the
Company  alleging that the station had exceeded these  limitations.  The Company
has appealed this fine and the appeal is pending.

     The  Communications  Act and  FCC  rules  also  place  restrictions  on the
broadcasting  of  advertisements  by legally  qualified  candidates for elective
office.  Among other things, (i) stations must provide  "reasonable  access" for
the purchase of time by legally  qualified  candidates for federal office;  (ii)
stations  must provide  "equal  opportunities"  for the  purchase of  equivalent
amounts  of  comparable  broadcast  time by  opposing  candidates  for the  same
elective  office;  and (iii)  during the 45 days  preceding a primary or primary
run-off election and during the 60 days preceding a general or special election,
legally qualified candidates for elective office may be charged no more than the
station's  "lowest unit charge" for the same class of  advertisement,  length of
advertisement, and daypart.


Programming and Operation

     General. The Communications Act requires  broadcasters to serve the "public
interest."  The FCC  gradually  has  relaxed  or  eliminated  many  of the  more
formalized  procedures  it had developed in the past to promote the broadcast of
certain types of programming responsive to the needs of a station's community of
license. FCC licensees continue to be required,  however, to present programming
that is responsive to their communities' issues, and to maintain certain records
demonstrating  such   responsiveness.   Complaints  from  viewers  concerning  a
station's  programming  may be considered  by the FCC when it evaluates  renewal
applications  of a licensee,  although such  complaints may be filed at any time
and generally  may be considered by the FCC at any time.  Stations also must pay
regulatory and application  fees, and follow various rules promulgated under the
Communications  Act that regulate,  among other things,  political  advertising,
sponsorship identifications, the advertisement of contests and lotteries, ob-


                                      S-56



scene and indecent  broadcasts,  and technical  operations,  including limits on
radiofrequency  radiation.  In addition,  licensees  must develop and  implement
affirmative action programs designed to promote equal employment  opportunities,
and must submit  reports to the FCC with  respect to these  matters on an annual
basis and in connection with a renewal application.  Failure to observe these or
other rules and  policies  can result in the  imposition  of various  sanctions,
including monetary  forfeitures,  or the grant of a "short" (i.e., less than the
full) license renewal term or, for particularly egregious violations, the denial
of a license renewal application or the revocation of a license.

     Children's Television Programming. Pursuant to legislation enacted in 1991,
all  television  stations  have  been  required  to  broadcast  some  television
programming designed to meet the educational and informational needs of children
16 years of age and under.  In August  1996,  the FCC adopted new rules  setting
forth more stringent children's programming  requirements.  Specifically,  as of
September 1, 1997,  television  stations will be required to broadcast a minimum
of three hours per week of "core" children's educational programming,  which the
FCC  defines  as  programming   that  (i)  has  serving  the   educational   and
informational  needs of  children  16 years  of age and  under as a  significant
purpose;  (ii) is  regularly  scheduled,  weekly  and at  least  30  minutes  in
duration;  and (iii) is aired  between  the hours of 7:00  a.m.  and 10:00  p.m.
Furthermore,  as of January 2, 1997, "core" children's  educational programs, in
order to qualify as such,  are  required to be  identified  as  educational  and
informational  programs  over the air at the time  they are  broadcast,  and are
required to be identified in the children's  programming  reports required to be
placed in stations'  public  inspection  files.  Additionally,  as of January 2,
1997,  television  stations  are  required to identify  and provide  information
concerning  "core"  children's  programming  to publishers of program guides and
listings.

     Television Violence.  The 1996 Act contains a number of provisions relating
to television violence. First, pursuant to the 1996 Act, the television industry
has  developed  a ratings  system,  and the FCC has  recently  solicited  public
comment on that system.  Furthermore,  the 1996 Act provides that all television
sets larger than 13 inches that are manufactured one year after enactment of the
1996 Act must  include  the  so-called  "V-chip,"  a computer  chip that  allows
blocking of rated  programming.  In  addition,  the 1996 Act  requires  that all
television  license  renewal  applications  filed  after  May  1,  1995  contain
summaries of written  comments and suggestions  received by the station from the
public regarding violent programming.

     Closed  Captioning.  The 1996 Act directs the FCC to adopt rules  requiring
closed  captioning  of  all  broadcast  television  programming,   except  where
captioning would be "economically burdensome." The FCC has recently adopted such
rules.  The rules require  generally that (i) 95% of all new  programming  first
published  or  exhibited  on or after  January 1, 1998 must be closed  captioned
within eight years,  and (ii) 75% of old programming  which first aired prior to
January  1, 1998 must be closed  captioned  within 10 years,  subject to certain
exemptions. 


Digital Television

     The FCC has taken a number of steps to implement digital television ("DTV")
broadcasting  service in the United States.  In December 1996, the FCC adopted a
DTV broadcast  standard and, in April 1997, adopted decisions in several pending
rulemaking  proceedings that establish service rules and a plan for implementing
DTV. The FCC adopted a DTV Table of  Allotments  that  provides  all  authorized
television  stations  with a second  channel on which to broadcast a DTV signal.
The FCC has  attempted  to provide DTV  coverage  areas that are  comparable  to
stations'  existing service areas.  The FCC has ruled that television  broadcast
licensees may use their digital  channels for a wide variety of services such as
high-definition television, multiple standard definition television programming,
audio, data, and other types of communications,  subject to the requirement that
each broadcaster provide at least one free video channel equal in quality to the
current technical standard.

     Initially,  DTV  channels  will be  located in the range of  channels  from
channel 2 through  channel 51. The FCC is requiring that affiliates of ABC, CBS,
Fox and NBC in the top 10 television  markets begin digital  broadcasting by May
1, 1999 (the stations  affiliated with these networks in the top 10 markets have
voluntarily  committed to begin digital broadcasting within 18 months), and that
affiliates of these networks in markets 11 through 30 begin digital broadcasting
by November 1999.  The FCC's plan calls for the DTV transition  period to end in
the year 2006, at which time the FCC expects that (i) DTV channels will be


                                      S-57




clustered either in the range of channels 2 through 46 or channels 7 through 51;
and  (ii)  television  broadcasters  will  have  ceased  broadcasting  on  their
non-digital  channels,  allowing that spectrum to be recovered by the government
for other uses. Under the Balanced Budget Act, however, the FCC is authorized to
extend the December 31, 2006 deadline for reclamation of a television  station's
non-digital  channel if, in any given case: (i) one or more television  stations
affiliated with one of the four major networks in a market are not  broadcasting
digitally,  and the FCC  determines  that  such  stations  have  "exercised  due
diligence" in attempting to convert to digital broadcasting;  (ii) less than 85%
of the television households in the station's market subscribe to a multichannel
video service  (cable,  wireless cable or DBS) that carries at least one digital
channel from each of the local  stations in that market;  or (iii) less than 85%
of the television households in the station's market can receive digital signals
off the air using either a set-top converter box for an analog television set or
a new DTV  television  set.  The  Balanced  Budget Act also  directs  the FCC to
auction the non-digital  channels by September 30, 2002 even though they are not
to be reclaimed by the government until at least December 31, 2006. The Balanced
Budget Act also  permits  broadcasters  to bid on the  non-digital  channels  in
cities with populations greater than 400,000, provided the channels are used for
DTV. Thus, it is possible a broadcaster could own two channels in a market.  The
FCC has opened a separate  proceeding  in which it has  proposed  to  reallocate
television  channels 60 through 69 to other services while  protecting  existing
television   stations  on  those  channels  from  interference  during  the  DTV
transition  period.  Additionally,  the FCC will open a separate  proceeding  to
consider  to what  extent the cable  must-carry  requirements  will apply to DTV
signals.

     Implementation of digital  television will improve the technical quality of
television signals received by viewers.  Under certain  circumstances,  however,
conversion to digital operation may reduce a station's  geographic coverage area
or result in some increased interference.  The FCC's DTV allotment plan may also
result in UHF  stations  having  considerably  less signal  power  within  their
service areas than present VHF stations  that move to DTV channels.  The Company
has filed with the FCC a petition for reconsideration of the FCC's DTV allotment
plan because of its concerns  with respect to the relative DTV signal  powers of
VHF/UHF and UHF/UHF  stations.  Implementation  of digital  television will also
impose substantial  additional costs on television  stations because of the need
to replace  equipment  and because some  stations will need to operate at higher
utility  costs.  The  FCC is  also  considering  imposing  new  public  interest
requirements  on  television  licensees  in  exchange  for their  receipt of DTV
channels. The Company cannot predict what future actions the FCC might take with
respect  to DTV,  nor  can it  predict  the  effect  of the  FCC's  present  DTV
implementation plan or such future actions on the Company's business.

Proposed Changes

     The  Congress and the FCC have under  consideration,  and in the future may
consider and adopt, new laws,  regulations and policies regarding a wide variety
of matters that could affect, directly or indirectly,  the operation,  ownership
and  profitability of the Company's  broadcast  stations,  result in the loss of
audience share and advertising  revenues for the Company's  broadcast  stations,
and affect the ability of the Company to acquire  additional  broadcast stations
or finance such  acquisitions.  In addition to the changes and proposed  changes
noted above, such matters may include, for example, the license renewal process,
spectrum use fees, political  advertising rates,  potential  restrictions on the
advertising of certain products (beer, wine and hard liquor,  for example),  and
the rules and  policies to be applied in  enforcing  the FCC's equal  employment
opportunity regulations. 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 direct radio
and television  broadcast  satellite  service,  the continued  establishment  of
wireless cable systems and low power television stations, digital television and
radio  technologies,  and the advent of telephone  company  participation in the
provision of video programming service.


Other Considerations

     The foregoing  summary does not purport to be a complete  discussion of all
provisions  of the  Communications  Act or  other  congressional  acts or of the
regulations and policies of the FCC. For further  information,  reference should
be made to the Communications Act, other congressional acts, and regulations and
public notices promulgated from time to time by the FCC. There are additional


                                      S-58




regulations  and  policies  of the FCC and other  federal  agencies  that govern
political broadcasts, public affairs programming,  equal employment opportunity,
and other matters affecting the Company's business and operations.


ENVIRONMENTAL REGULATION

     Prior to the Company's ownership or operation of its facilities, substances
or  waste  that  are  or  might  be  considered   hazardous   under   applicable
environmental  laws may have been  generated,  used,  stored or  disposed  of at
certain of those facilities.  In addition,  environmental conditions relating to
the soil and groundwater at or under the Company's facilities may be affected by
the proximity of nearby properties that have generated, used, stored or disposed
of hazardous  substances.  As a result,  it is possible  that the Company  could
become subject to  environmental  liabilities  in the future in connection  with
these facilities under applicable  environmental laws and regulations.  Although
the  Company   believes  that  it  is  in  substantial   compliance   with  such
environmental  requirements,  and have not in the past  been  required  to incur
significant  costs in connection  therewith,  there can be no assurance that the
Company's  costs to  comply  with such  requirements  will not  increase  in the
future.  The Company  presently  believes that none of its  properties  have any
condition  that is likely to have a  material  adverse  effect on the  Company's
financial condition or results of operations.


COMPETITION


     The Company's  television and radio stations compete for audience share and
advertising revenue with other television and radio stations in their respective
DMAs or MSAs,  as well as with  other  advertising  media,  such as  newspapers,
magazines,  outdoor advertising,  transit advertising,  yellow page directories,
direct mail and local cable and wireless cable  systems.  Some  competitors  are
part of larger organizations with substantially greater financial, technical and
other resources than the Company.

     Television Competition. Competition in the television broadcasting industry
occurs  primarily in  individual  DMAs.  Generally,  a  television  broadcasting
station in one DMA does not compete with  stations in other DMAs.  The Company's
television stations are located in highly competitive DMAs. In addition, certain
of the Company's DMAs are overlapped by both  over-the-air and cable carriage of
stations in adjacent  DMAs,  which tends to spread  viewership  and  advertising
expenditures over a larger number of television stations.

     Broadcast  television  stations compete for advertising  revenues primarily
with other  broadcast  television  stations,  radio  stations  and cable  system
operators serving the same market.  Traditional  Network  programming  generally
achieves higher  household  audience levels than Fox, WB and UPN programming and
syndicated programming aired by independent stations.  This can be attributed to
a combination of factors, including the Traditional Networks' efforts to reach a
broader audience,  generally better signal carriage  available when broadcasting
over VHF channels 2 through 13 versus  broadcasting over UHF channels 14 through
69 and the  higher  number of hours of  Traditional  Network  programming  being
broadcast weekly. However, greater amounts of advertising time are available for
sale during Fox, UPN and WB programming and non-network syndicated  programming,
and as a result the Company  believes that the Company's  programming  typically
achieves a share of  television  market  advertising  revenues  greater than its
share of the market's audience.

     Television  stations  compete for audience share  primarily on the basis of
program  popularity,  which has a direct effect on  advertising  rates.  A large
amount of the  Company's  prime time  programming  is  supplied  by Fox and to a
lesser extent WB, UPN, ABC and CBS. In those periods,  the Company's  affiliated
stations are totally dependent upon the performance of the networks' programs in
attracting  viewers.  Non-network  time  periods are  programmed  by the station
primarily  with  syndicated  programs  purchased for cash,  cash and barter,  or
barter-only,  and also  through  self-produced  news,  public  affairs and other
entertainment programming. 

     Television  advertising rates are based upon factors which include the size
of the DMA in which the  station  operates,  a  program's  popularity  among the
viewers  that an  advertiser  wishes  to  attract,  the  number  of  advertisers
competing for the available  time, the  demographic  makeup of the DMA served by
the  station,  the  availability  of  alternative  advertising  media in the DMA
(including radio and cable),


                                      S-59



the  aggressiveness  and knowledge of sales forces in the DMA and development of
projects, features and programs that tie advertiser messages to programming. The
Company  believes that its sales and programming  strategies allow it to compete
effectively for advertising within its DMAs.

     Other  factors  that are  material to a  television  station's  competitive
position include signal coverage, local program acceptance, network affiliation,
audience  characteristics and assigned broadcast  frequency.  Historically,  the
Company's UHF broadcast  stations  have suffered a competitive  disadvantage  in
comparison   to  stations  with  VHF   broadcast   frequencies.   This  historic
disadvantage has gradually declined through (i) carriage on cable systems,  (ii)
improvement   in  television   receivers,   (iii)   improvement   in  television
transmitters, (iv) wider use of all channel antennae, (v) increased availability
of  programming,  and (vi) the  development  of new networks such as Fox, WB and
UPN. 

     The broadcasting  industry is continuously faced with technical changes and
innovations, the popularity of competing entertainment and communications media,
changes in labor conditions, and governmental restrictions or actions of federal
regulatory  bodies,  including  the FCC,  any of  which  could  possibly  have a
material  effect on a television  station's  operations  and profits.  There are
sources of video service other than conventional  television stations,  the most
common being cable  television,  which can increase  competition for a broadcast
television station by bringing into its market distant  broadcasting signals not
otherwise available to the station's audience,  serving as a distribution system
for national satellite-delivered programming and other non-broadcast programming
originated on a cable system and selling  advertising time to local advertisers.
Other  principal   sources  of  competition   include  home  video   exhibition,
direct-to-home broadcast satellite television ("DBS") entertainment services and
multichannel  multipoint  distribution services ("MMDS").  Moreover,  technology
advances and regulatory  changes  affecting  programming  delivery through fiber
optic telephone lines and video  compression  could lower entry barriers for new
video channels and encourage the development of increasingly specialized "niche"
programming.   The  1996  Act  permits  telephone  companies  to  provide  video
distribution  services via radio  communication,  on a common carrier basis,  as
"cable  systems"  or  as  "open  video  systems,"  each  pursuant  to  different
regulatory   schemes.   The  Company  is  unable  to  predict  the  effect  that
technological  and  regulatory  changes  will have on the  broadcast  television
industry and on the future  profitability  and value of a  particular  broadcast
television station.

     The FCC  authorizes DBS services  throughout the United States.  Currently,
two FCC permitees,  DirecTV and United States  Satellite  Broadcasting,  provide
subscription  DBS services via  high-power  communications  satellites and small
dish receivers,  and other companies provide  direct-to-home video service using
lower powered satellites and larger receivers. Additional companies are expected
to commence direct-to-home  operations in the near future. DBS and MMDS, as well
as other new technologies,  will further increase competition in the delivery of
video programming.

     The Company  cannot  predict what other  matters might be considered in the
future,  nor can it judge in advance what impact, if any, the  implementation of
any of these proposals or changes might have on its business.

     The  Company   believes  that  television   broadcasting  may  be  enhanced
significantly   by  the  development  and  increased   availability  of  digital
broadcasting service technology. This technology has the potential to permit the
Company to provide viewers multiple channels of digital  television over each of
its  existing  standard  channels,  to  provide  certain  programming  in a high
definition  television  format and to deliver  various forms of data,  including
data  on  the  Internet,  to  home  and  business  computers.  These  additional
capabilities  may provide the Company with  additional  sources of revenue.  The
Company has announced its intention to provide  multiple  channels of television
on its  allocated  portions of the  broadcast  spectrum.  The  Company  plans to
provide additional broadcast  programming and transmitted data on a subscription
basis,  and  continue  to  provide  its  current  TV  program  channels  without
subscription fees. This digital broadcasting service technology is not currently
available  to the viewing  public and a successful  transition  from the current
analog broadcast format to a digital format may take many years. There can be no
assurance  that the Company's  efforts to take  advantage of the new  technology
will be commercially successful. 

     The  Company also competes for programming, which involves negotiating with
national  program  distributors  or  syndicators  that  sell first-run and rerun
packages of programming. The Company's sta-


                                      S-60




tions compete for exclusive access to those programs against in-market broadcast
station  competitors  for syndicated  products.  Cable systems  generally do not
compete with local stations for  programming,  although  various  national cable
networks from time to time have acquired programs that would have otherwise been
offered to local television  stations.  Public  broadcasting  stations generally
compete  with  commercial  broadcasters  for  viewers  but not  for  advertising
dollars.

     Historically,  the cost of programming has increased because of an increase
in the number of new Independent stations and a shortage of quality programming.
However,  the  Company  believes  that over the past five years  program  prices
generally have stabilized. 

     The  Company  believes  it  competes  favorably  against  other  television
stations  because of its  management  skill and  experience,  the ability of the
Company  historically to generate revenue share greater than its audience share,
the network  affiliations  and its local program  acceptance.  In addition,  the
Company  believes  that it benefits  from the  operation  of multiple  broadcast
properties,   affording  it  certain  nonquantifiable  economies  of  scale  and
competitive advantages in the purchase of programming.

     Radio Competition. Radio broadcasting is a highly competitive business, and
each of the radio stations  operated by the Company  competes for audience share
and  advertising  revenue  directly with other radio  stations in its geographic
market,  as well as with other media,  including  television,  cable television,
newspapers,  magazines,  direct mail and  billboard  advertising.  The  audience
ratings and advertising  revenue of each of such stations are subject to change,
and any adverse  change in a  particular  market  could have a material  adverse
effect on the revenue of such radio stations  located in that market.  There can
be no assurance  that any one of the  Company's  radio  stations will be able to
maintain or increase its current audience ratings and radio advertising  revenue
market share.

     The  Company  will  attempt to improve  each  radio  station's  competitive
position  with  promotional  campaigns  designed  to enhance and  reinforce  its
identities with the listening public.  Extensive market research is conducted in
order to identify specific  demographic  groups and design a programming  format
for those groups.  The Company seeks to build a strong listener base composed of
specific  demographic  groups in each market,  and thereby  attract  advertisers
seeking to reach these listeners.  Aside from building its stations'  identities
and  targeting  its  programming  at  specific  demographic  groups,  management
believes  that the Company  also  obtains a  competitive  advantage by operating
duopolies or multiple stations in the nation's larger mid-size markets.

     The radio  broadcasting  industry is also subject to  competition  from new
media technologies that are being developed or introduced,  such as the delivery
of  audio  programming  by  cable  television   systems  and  by  digital  audio
broadcasting  ("DAB"). DAB may provide a medium for the delivery by satellite or
terrestrial  means of  multiple  new  audio  programming  formats  to local  and
national   audiences.   The  FCC  has  issued  licenses  for  two  DAB  systems.
Historically,  the  radio  broadcasting  industry  has  grown  in terms of total
revenues  despite  the  introduction  of new  technologies  for the  delivery of
entertainment   and  information,   such  as  television   broadcasting,   cable
television,  audio tapes and compact disks. There can be no assurance,  however,
that the development or  introduction in the future of any new media  technology
will not have an adverse effect on the radio broadcast industry.


EMPLOYEES


     As of August 20, 1997, the Company had approximately 2,300 employees.  With
the  exception  of certain of the  employees  of KOVR-TV,  KDNL-TV,  WBEN-AM and
WWL-AM,  none of the  employees  are  represented  by  labor  unions  under  any
collective  bargaining  agreement.  No  significant  labor  problems  have  been
experienced  by the  Company,  and  the  Company  considers  its  overall  labor
relations to be good. 


LEGAL PROCEEDINGS


     On July 14,  1997,  Sinclair  publicly  announced  that it had  reached  an
agreement for certain of its owned and/or programmed  television  stations which
are currently affiliated with UPN to become affiliated with WB beginning January
16,  1998.  On August 1, 1997,  UPN  informed  Sinclair  that it did not believe
Sinclair or its  affiliates  had provided  proper notice of its intention not to
extend the UPN 


                                      S-61




affiliation  agreements  beyond January 15, 1998, and,  accordingly,  that these
agreements had been automatically renewed through January 15, 2001.

     In August 1997,  UPN filed an action in Los Angeles  Superior Court against
the Company,  seeking  declaratory  relief and specific  performance  or, in the
alternative,  unspecified  damages and alleging that neither the Company nor its
affiliates  provided  proper notice of their intention not to extend the current
UPN affiliations  beyond January 15, 1998.  Certain  subsidiaries of the Company
have filed an action in the Circuit Court for Baltimore City seeking declaratory
relief that their notice was effective to terminate the  affiliations on January
15, 1998.  Although the Company  believes that proper notice of intention not to
extend was provided to UPN,  there can be no assurance  that the Company and its
subsidiaries  will  prevail in these  proceedings  or that the  outcome of these
proceedings,  if adverse to the  Company and its  subsidiaries,  will not have a
material adverse effect on the Company.

     The  Company  currently  and from time to time is  involved  in  litigation
incidental  to the  conduct of its  business.  Except as  described  above,  the
Company is not a party to any lawsuit or  proceeding  that in the opinion of the
Company will have a material adverse effect. 


                                      S-62



                              SELLING STOCKHOLDERS

     The  following  table sets forth  certain  information  with respect to the
Company's  voting  securities  beneficially  owned as of August 12,  1997 by the
Selling  Stockholders and as adjusted to reflect the sale of 5,300,000 shares of
Class A Common Stock collectively  offered hereby by the Company and the Selling
Stockholders (assuming no exercise of the Underwriters'  over-allotment option).
The  address  of all  persons  in the table is 2000 W. 41st  Street,  Baltimore,
Maryland  21211.  Except as set forth below,  each of the shares  offered by the
Selling  Stockholders is currently held as a share of Class B Common Stock,  and
each of such  shares will  automatically  be  converted  into a share of Class A
Common  Stock upon their  transfer in  connection  with a sale  pursuant to this
Prospectus Supplement. 



                                     SHARES OWNED AS OF AUGUST 12, 1997
                               ----------------------------------------------
                                       CLASS A               CLASS B          PERCENTAGE                         PERCENTAGE OF
                                   COMMON STOCK          COMMON STOCK (A)      OF VOTING                        VOTING POWER OF
                               --------------------- ------------------------  POWER OF         NUMBER OF         ALL CAPITAL
                                NUMBER   PERCENT OF   NUMBER      PERCENT OF      ALL        SHARES OF CLASS      STOCK AFTER
          NAMES OF               OF       CLASS A      OF          CLASS B      CAPITAL         A COMMON         COMMON STOCK
    SELLING STOCKHOLDERS          SHARES   SHARES       SHARES      SHARES       STOCK     STOCK OFFERED(B)(C)  OFFERING(B)(C)
- ------------------------------ -------- ------------ ----------- ------------ ------------ -------------------- ----------------
                                                                                           
David D. Smith ............... 10,000         *      7,249,999      26.3%        25.3%           325,000             24.9%
Frederick G. Smith (d)  ......  4,000         *      6,754,944      24.5%        23.5%           325,000             23.0%
J. Duncan Smith (e)  .........     --        --      6,969,994      25.3%        24.3%           325,000             23.8%
Robert E. Smith (f)  .........     --        --      6,601,644      23.9%        23.0%           325,000             22.4%

- ----------

 * Less than one percent.

(a) Holders  of Class A Common  Stock  are  entitled  to one vote per  share and
    holders of Class B Common  Stock are  entitled to ten votes per share expect
    for votes  relating  to "going  private"  and  certain  other  transactions.
    Holders of both classes of Common Stock will vote together as a single class
    on all matters  presented for a vote, except as otherwise may be required by
    Maryland  law, and holders of Class B Common Stock may convert  their shares
    of Class B Common Stock into shares of Class A Common Stock at any time.

(b) Assumes no  exercise  of the  Underwriters'  over-allotment  option.  If the
    Underwriters'  over-allotment  option is  exercised in full,  the  aggregate
    number of shares of Class A Common  Stock  offered by each of  Frederick  G.
    Smith and Robert E.  Smith  would be 550,000  and the  percentage  of voting
    power of all capital stock after the Common Stock Offering for these Selling
    Stockholders would be 22.2% and 21.6%, respectively.

(c) Shares of Class A Common  Stock  offered in excess of the  number  currently
    held  by a  given  Selling  Stockholder  will  be  obtained  upon  sale to a
    non-affiliate  in the Common Stock  Offering  and  resultant  conversion  of
    shares of Class B Common Stock owned by such Selling Stockholder.

(d) Includes 506,645 shares held in irrevocable  trusts established by Frederick
    G. Smith for the benefit of his  children  and as to which Mr. Smith has the
    power  to  acquire  by   substitution   of  trust   property.   Absent  such
    substitution,  Mr.  Smith  would  have no  power to vote or  dispose  of the
    shares.

(e) Includes 491,695 shares held in irrevocable  trusts established by J. Duncan
    Smith for the  benefit  of his  children  and as to which Mr.  Smith has the
    power  to  acquire  by   substitution   of  trust   property.   Absent  such
    substitution,  Mr.  Smith  would  have no  power to vote or  dispose  of the
    shares.

(f) Includes 959,745 shares held in irrevocable  trusts established by Robert E.
    Smith for the  benefit  of his  children  and as to which Mr.  Smith has the
    power  to  acquire  by   substitution   of  trust   property.   Absent  such
    substitution,  Mr.  Smith  would  have no  power to vote or  dispose  of the
    shares.



                                      S-63



                                  MANAGEMENT

     Set forth below is certain information  relating to the Company's executive
officers,  directors,  certain  key  employees  and  persons  expected to become
executive officers, directors or key employees.




           NAME                 AGE                          TITLE
- -----------------------------   -----   --------------------------------------------------
                                  
David D. Smith   ............   46      President, Chief Executive Officer, Director and
                                        Chairman of the Board
Frederick G. Smith  .........   48      Vice President and Director
J. Duncan Smith  ............   43      Vice President, Secretary and Director
Robert E. Smith  ............   34      Vice President, Treasurer and Director
David B. Amy  ...............   44      Chief Financial Officer
Barry Drake   ...............   45      Chief Operating Officer, SCI Radio
Alan B. Frank ...............   47      Regional Director, SCI
Robert Gluck  ...............   39      Regional Director, SCI
Michael Granados ............   42      Regional Director, SCI
Steven M. Marks  ............   40      Regional Director, SCI
John T. Quigley  ............   54      Regional Director, SCI
Frank Quitoni ...............   52      Regional Director, SCI
M. William Butler   .........   44      Vice President/Group Program Director, SCI
Michael Draman   ............   48      Vice President/TV Sales and Marketing, SCI
Stephen A. Eisenberg   ......   55      Vice President/Director of National Sales, SCI
Nat Ostroff   ...............   56      Vice President/New Technology
Delbert R. Parks, III  ......   44      Director of Operations and Engineering, SCI
Robert E. Quicksilver  ......   42      Vice President/General Counsel, SCI
Thomas E. Severson  .........   33      Corporate Controller
Michael E. Sileck   .........   37      Vice President/Finance, SCI
Robin A. Smith   ............   41      Chief Financial Officer, SCI Radio
Patrick J. Talamantes  ......   33      Director of Corporate Finance
Lawrence E. McCanna .........   53      Director
Basil A. Thomas  ............   82      Director



     In addition to the foregoing, the following persons have agreed to serve as
executive  officers and/or directors of the Company as soon as permissible under
the rules of the FCC and applicable  laws. See "Risk Factors -- Dependence  Upon
Key  Personnel;  Employment  Agreements  with  Key  Personnel"  in the  attached
Prospectus.




          NAME                 AGE                         TITLE
- ----------------------------   -----   ------------------------------------------------
                                 
Barry Baker  ...............   45      Executive Vice President of the Company, Chief
                                       Executive Officer of SCI and Director
Kerby Confer ...............   56      Chief Executive Officer, SCI Radio
Roy F. Coppedge, III  ......   49      Director



     In  connection  with the River  City  Acquisition,  the  Company  agreed to
increase  the size of the  Board of  Directors  from  seven  members  to nine to
accommodate  the  prospective  appointment  of each of  Barry  Baker  and Roy F.
Coppedge,  III or such other designee as Boston  Ventures may select.  Mr. Baker
and Mr. Confer currently serve as consultants to the Company.

     Members of the Board of Directors are elected for one-year  terms and until
their  successors  are  duly  elected  and  qualified.  Executive  officers  are
appointed  by the Board of Directors  annually to serve for  one-year  terms and
until their successors are duly appointed and qualified.

     On  July  30,  1997 William E. Brock submitted and the Company accepted his
resignation  from  the  Company's  Board  of Directors. Currently, no action has
been taken by the Board of Directors to identify a replacement for Mr. Brock.

     David  D.  Smith  has  served  as  President,  Chief  Executive Officer and
Chairman  of the Board since September 1990. Prior to that, he served as General
Manager   of   WPTT  from  1984,  and  assumed  the  financial  and  engineering
responsibility for the Company, including the construction of WTTE in 1984. In


                                      S-64




1980,  Mr. Smith  founded  Comark  Television,  Inc.,  which applied for and was
granted the permit for WPXT-TV in Portland, Maine and which purchased WDSI-TV in
Chattanooga, Tennessee. WPXT-TV was sold one year after construction and WDSI-TV
was  sold two  years  after  its  acquisition.  From  1978 to  1986,  Mr.  Smith
co-founded and served as an officer and director of Comark Communications, Inc.,
a  company  engaged  in the  manufacture  of  high  power  transmitters  for UHF
television stations.  His television career began with WBFF in Baltimore,  where
he helped in the  construction  of the  station  and was in charge of  technical
maintenance until 1978. David D. Smith,  Frederick G. Smith, J. Duncan Smith and
Robert E. Smith are brothers.

     Frederick G. Smith has served as Vice  President of the Company  since 1990
and as a Director  since 1986.  Prior to joining the Company in 1990,  Mr. Smith
was an oral and  maxillofacial  surgeon  engaged  in  private  practice  and was
employed by Frederick G. Smith, M.S., D.D.S.,  P.A., a professional  corporation
of which Mr. Smith was the sole officer, director and stockholder.

     J. Duncan Smith has served as Vice  President,  Secretary and a Director of
the Company since 1988. Prior to that, he worked for Comark Communications, Inc.
installing  UHF  transmitters.  In addition,  he also worked  extensively on the
construction  of WPTT in Pittsburgh,  WTTE in Columbus,  WIIB in Bloomington and
WTTA in St. Petersburg,  as well as on the renovation of the new studio, offices
and news facility for WBFF in Baltimore.

     Robert E. Smith has served as Vice  President,  Secretary and a Director of
the Company  since 1988.  Prior to that,  he served as Program  Director at WBFF
from 1986 to 1988.  Prior to that, he assisted in the  construction  of WTTE and
also worked for Comark Communications, Inc. installing UHF transmitters.

     David  B.  Amy  has served as Chief Financial Officer ("CFO") since October
of  1994.  In addition, he serves as Secretary of Sinclair Communications, Inc.,
the  Company  subsidiary  which  owns  and operates the broadcasting operations.
Prior  to  his  appointment as CFO Mr. Amy served as the Corporate Controller of
the  Company  beginning  in  1986  and  has  been the Company's Chief Accounting
Officer  since  that  time.  Mr.  Amy  has  over  thirteen  years  of  broadcast
experience,  having  joined  the  Company  as  a  business  manager  for WPTT in
Pittsburgh.  Mr. Amy received an MBA degree from the University of Pittsburgh in
1981.

     Barry  Drake  has  served as Chief  Operating  Officer  of SCI Radio  since
completion  of the River  City  Acquisition.  Prior to that  time,  he was Chief
Operating  Officer --  Keymarket  Radio  Division of River City since July 1995.
Prior to that time, he was President  and Chief  Operating  Officer of Keymarket
since 1988.  From 1985  through  1988,  Mr.  Drake  performed  the duties of the
President of each of the Keymarket  broadcasting  entities,  with responsibility
for three stations located in Houston, St. Louis and Detroit.

     Alan  B.  Frank  has  served as Regional Director for the Company since May
1994.  As  Regional  Director,  Mr.  Frank is responsible for the Pittsburgh and
Kansas  City  markets.  Prior to his appointment to Regional Director, Mr. Frank
served as General Manager of WPGH beginning in September 1991.

     Robert  Gluck has served as Regional  Director of the Company  since August
1997.  As Regional  Director,  Mr. Gluck is  responsible  for the  Milwaukee and
Raleigh/Durham  markets.  Prior to joining  the  Company,  Mr.  Gluck  served as
General Manager at WTIC-TV in the  Hartford-New  Haven market.  Prior to joining
WTIC-TV in 1988,  Mr.  Gluck  served as National  Sales  Manager and Local Sales
Manager of WLVI-TV  in Boston.  Before  joining  WLVI-TV,  Mr.  Gluck  served in
various  sales and  management  capacities in with New York  advertising  agency
firms.

     Michael  Granados  has served as a Regional  Director of the Company  since
July 1996.  As a Regional  Director,  Mr.  Granados is  responsible  for the San
Antonio,  Des  Moines,  Peoria and Las Vegas  markets.  Prior to July 1996,  Mr.
Granados has served in various  positions with the Company and, before the River
City  Acquisition,  with River City.  He served as the General  Sales Manager of
KABB from 1989 to 1993,  the Station  Manager and Director of Sales of WTTV from
1993 to 1994  and the  General  Manager  of WTTV  prior  to his  appointment  as
Regional Director in 1996.

     Steven  M.  Marks  has  served  as  Regional Director for the Company since
October  1994. As Regional Director, Mr. Marks is responsible for the Baltimore,
Norfolk,  Flint  and  Birmingham  markets.  Prior to his appointment as Regional
Director,  Mr.  Marks  served  as General Manager for WBFF since July 1991. From
1986  until  joining  WBFF in 1991, Mr. Marks served as General Sales Manager at
WTTE.  Prior  to  that  time,  he was national sales manager for WFLX-TV in West
Palm Beach, Florida.


                                      S-65



     John T. Quigley has served as a Regional Director of the Company since June
1996.  As  Regional  Director,  Mr.  Quigley is  responsible  for the  Columbus,
Cincinnati, and Oklahoma City markets. Prior to that time, Mr. Quigley served as
general  manager of WTTE since July 1985.  Prior to joining  WTTE,  Mr.  Quigley
served in  broadcast  management  positions at WCPO-TV in  Cincinnati,  Ohio and
WPTV-TV in West Palm Beach, Florida.

     Frank  Quitoni  has  served  as a Regional Director since completion of the
River  City  Acquisition.  As  Regional Director, Mr. Quitoni is responsible for
the St. Louis, Sacramento, Indianapolis and Asheville/  Greenville/Spartanburg
markets.  Prior  to joining the Company, he was Vice President of Operations for
River  City since 1995. Mr. Quitoni had served as the Director of Operations and
Engineering  for  River  City  since 1994. Prior thereto Mr. Quitoni served as a
consultant  to  CBS  beginning  in 1989. Mr. Quitoni was the Director of Olympic
Operations  for  CBS Sports for the 1992 Winter Olympic Games and consulted with
CBS  for  the  1994  Winter Olympic Games. Mr. Quitoni was awarded the Technical
Achievement Emmy for the 1992 and 1994 CBS Olympic broadcasts.

     M. William Butler has served as Vice President/Group  Program Director, SCI
since 1997.  From 1995 to 1997,  Mr. Butler served as Director of Programming at
KCAL, the Walt Disney Company station in Los Angeles,  California.  From 1991 to
1995,  he was Director of Marketing  and  Programming  at WTXF in  Philadelphia,
Pennsylvania  and  prior to that he held the same  position  at WLVI in  Boston,
Massachusetts.   Mr.  Butler  attended  the  Graduate  Business  School  of  the
University of Cincinnati from 1975 to 1976.

     Michael  Draman  has  served  as Vice President/TV Sales and Marketing, SCI
since  1997.  From  1995  until  joining  the Company, Mr. Draman served as Vice
President  of  Revenue  Development for New World Television. From 1983 to 1995,
he  was  Director  of Sales and Marketing for WSVN in Miami, Florida. Mr. Draman
attended  The  American  University  and  The Harvard Business School and served
with the U.S. Marine Corps in Vietnam.

     Stephen A.  Eisenberg has served as Director of National  Sales,  SCI since
November  1996.  Prior to joining the  Company,  he worked since 1975 in various
capacities   at   Petry   Television,    including   most   recently   as   Vice
President/Director of Sales with total national sales responsibility for KTTV in
Los Angeles, California,  KCPQ-TV in Seattle, Washington,  WTNH-TV in New Haven,
Connecticut,  WKYC-TV  in  Cleveland,  Ohio,  WBIR-TV in  Knoxville,  Tennessee,
WKEF-TV in Dayton,  Ohio and  WTMJ-TV in  Milwaukee,  Wisconsin.  Mr.  Eisenberg
received an MS degree in Journalism from  Northwestern's  Medill School and a BA
degree from Brooklyn College.

     Nat Ostroff has served as Vice President for New  Technology  since joining
the Company in January of 1996. From 1981 until joining the Company,  he was the
President and CEO of Comark  Communication  Inc., a leading  manufacturer of UHF
transmission equipment. While at Comark, Mr. Ostroff was nominated and awarded a
Prime  Time  Emmy  Award  for  outstanding   engineering   achievement  for  the
development of new UHF  transmitter  technologies  in 1993. In 1968, Mr. Ostroff
founded Acrodyne Industries Inc., a manufacturer of TV transmitters and a public
company and served as its first  President  and CEO.  Mr.  Ostroff  holds a BSEE
degree from Drexel University and an MEEE degree from New York University. He is
a member of several industry organizations, including, AFCCE, IEEE and SBE. 

     Delbert  R.  Parks  III has  served as Vice  President  of  Operations  and
Engineering  since the completion of the River City  Acquisition.  Prior to that
time, he was Director of Operations and  Engineering for WBFF and Sinclair since
1985,  and has  been  with the  Company  for 25  years.  He is  responsible  for
planning,  organizing and implementing  operational and engineering policies and
strategies as they relate to television and computer systems.  Currently,  he is
consolidating  facilities  for  Sinclair's  television  stations  and  has  just
completed a digital  facility for  Sinclair's  news and  technical  operation in
Pittsburgh. Mr. Parks is also a Lieutenant Colonel in the Maryland Army National
Guard and commands the 1st Battalion, 175th Infantry (Light).

     Robert  E.  Quicksilver  has  served as Vice President/General Counsel, SCI
since  completion of the River City Acquisition. Prior to that time he served as
General  Counsel  of  River  City  since  September 1994. From 1988 to 1994, Mr.
Quicksilver   was   a  partner  of  the  law  firm  of  Rosenblum,  Goldenhersh,
Silverstein  and  Zafft,  P.C.  in  St. Louis. Mr. Quicksilver holds a B.A. from
Dartmouth College and a J.D. from the University of Michigan.



                                      S-66



     Thomas  E.  Severson has served as Corporate Controller since January 1997.
Prior  to  that time, Mr. Severson served as Assistant Controller of the Company
since  1995.  Prior  to  joining the Company, Mr. Severson held positions in the
audit  departments  of KPMG Peat Marwick LLP and Deloitte & Touche LLP from 1991
to  1995.  Mr.  Severson  is  a graduate of the University of Baltimore and is a
Certified Public Accountant.

     Michael  E.  Sileck  has  served  as  Vice  President/Finance  of SCI since
completion  of  the  River City Acquisition. Prior to that time he served as the
Director  of  Finance for River City since 1993. Mr. Sileck joined River City in
July  1990  as  Director of Finance and Business Affairs for KDNL-TV. Mr. Sileck
is  an  active  member  of  the Broadcast Cable Financial Management Association
("BCFM")  and  was a Director of BCFM from 1993 to 1996. Mr. Sileck, a Certified
Public  Accountant,  received  a  B.S.  degree  in  Accounting  from Wayne State
University and an M.B.A. in Finance from Oklahoma City University.

     Robin A. Smith has served as Chief Financial Officer,  SCI Radio since June
1996.  From 1993 until joining the Company,  Ms. Smith served as Vice  President
and Chief  Financial  Officer of the Park Lane Group of Menlo Park,  California,
which owned and operated  small market radio  stations.  From 1982 to 1993,  she
served as Vice President and Treasurer of Edens  Broadcasting,  Inc. in Phoenix,
Arizona, which owns and operates radio stations in major markets. Ms. Smith is a
graduate of the Arizona State University and is a Certified Public Accountant.

     Patrick J.  Talamantes  has served as  Director  of  Corporate  Finance and
Treasurer of SCI since completion of the River City  Acquisition.  Prior to that
time, he served as Treasurer for River City since April 1995. From 1991 to 1995,
he was a Vice President with Chemical  Bank,  where he completed  financings for
clients in the cable, broadcasting, publishing and entertainment industries. Mr.
Talamantes holds a B.A. degree from Stanford  University and an M.B.A.  from the
Wharton School at the University of Pennsylvania.

     Lawrence  E.  McCanna  has  served  as a Director of the Company since July
1995.  Mr.  McCanna  has  been  a  partner  of  the  accounting  firm  of Gross,
Mendelsohn  &  Associates,  P.A.,  since  1972  and  has  served as its managing
partner  since  1982.  Mr.  McCanna  has  served  on  various  committees of the
Maryland  Association  of  Certified  Public Accountants and was chairman of the
Management  of  the Accounting Practice Committee. He is also a former member of
the  Management of an Accounting Practice Committee of the American Institute of
Certified  Public Accountants. Mr. McCanna is a member of the board of directors
of Maryland Special Olympics.

     Basil A.  Thomas has served as a Director  of the  Company  since  November
1993. He is of counsel to the Baltimore law firm of Thomas & Libowitz,  P.A. and
has been in the private  practice of law since  1983.  From 1961 to 1968,  Judge
Thomas  served as an Associate  Judge on the Municipal  Court of Baltimore  City
and, from 1968 to 1983, he served as an Associate  Judge of the Supreme Bench of
Baltimore  City.  Judge Thomas is a trustee of the University of Baltimore and a
member of the American Bar Association  and the Maryland State Bar  Association.
Judge Thomas attended the College of William & Mary and received his L.L.B. from
the University of Baltimore.  Judge Thomas is the father of Steven A. Thomas,  a
senior attorney and founder of Thomas & Libowitz, counsel to the Company.

     Barry Baker has been the Chief Executive  Officer of River City since 1989,
and is the President of the corporate  general  partner of River City and Better
Communications,  Inc. ("BCI"). The principal business of both River City and BCI
is  television  and  radio  broadcasting.  In  connection  with the  River  City
Acquisition, the Company agreed to appoint Mr. Baker Executive Vice President of
the  Company  and to elect him as a Director  at such time as he is  eligible to
hold those positions under applicable FCC regulations.  He currently serves as a
consultant to the Company. 

     Kerby Confer served as a member of the Board of  Representatives  and Chief
Executive  Officer --  Keymarket  Radio  Division of River City since July 1995.
Prior  thereto,  Mr. Confer served as Chairman of the Board and Chief  Executive
Officer of Keymarket  since its founding in December 1981.  Prior to engaging in
the  acquisition  of various radio stations in 1975, Mr. Confer held a number of
jobs in the broadcast business, including serving as Managing Partner of a radio
station in Annapolis, Maryland from 1969 to 1975. From 1966 to 1969, he hosted a
pop music television show on WBAL-TV (Baltimore) and


                                      S-67



WDCA-TV (Washington, D.C.). Prior thereto, Mr. Confer served as program director
or  producer/director  for radio and  television  stations  owned by Susquehanna
Broadcasting and Plough Broadcasting Company, Inc. Mr. Confer currently provides
services to the Company and is expected to become Chief Executive Officer of SCI
Radio at such time as he is eligible to hold this position under  applicable FCC
regulations.

     Roy F. Coppedge, III is a general partner of the general partner of each of
the Boston Ventures partnerships, limited partnerships primarily involved in the
business of investments.  Mr. Coppedge is a director of Continental Cablevision,
Inc., and American Media, Inc. and a member of the Board of  Representatives  of
Falcon Holding Group,  L.P. In connection with the River City  Acquisition,  the
Company  agreed  to elect  Mr.  Coppedge  as a  Director  at such  time as he is
eligible to hold that position under applicable FCC regulations.

EMPLOYMENT AGREEMENTS


     The Company has entered into an employment  agreement  with David D. Smith,
President and Chief Executive Officer of the Company.  David Smith's  employment
agreement  has an initial  term of three years and is renewable  for  additional
one-year terms, unless either party gives notice of termination not less than 60
days  prior  to  the   expiration  of  the  then  current  term.  The  Company's
Compensation   Committee   has  approved  an  increase  in  Mr.   Smith's  total
compensation  to  $1,200,000.  Mr. Smith is also entitled to  participate in the
Company's  Executive Bonus Plan based upon the performance of the Company during
the year. The employment  agreement  provides that the Company may terminate Mr.
Smith's  employment  prior to expiration of the agreement's  term as a result of
(i) a breach  by Mr.  Smith  of any  material  covenant,  promise  or  agreement
contained in the employment  agreement;  (ii) a dissolution or winding up of the
Company;  (iii) the disability of Mr. Smith for more than 210 days in any twelve
month period (as determined under the employment agreement);  or (iv) for cause,
which includes  conviction of certain crimes,  breach of a fiduciary duty to the
Company or the  stockholders,  or repeated  failure to exercise or undertake his
duties as an officer of the Company (each, a "Termination Event").

     In June  1995,  the  Company  entered  into an  employment  agreement  with
Frederick G. Smith, Vice President of the Company.  Frederick Smith's employment
agreement  has an initial  term of three years and is renewable  for  additional
one-year terms, unless either party gives notice of termination not less than 60
days prior to the expiration of the then current term. Under the agreement,  Mr.
Smith  receives a base salary of $260,000 and is also entitled to participate in
the Company's Executive Bonus Plan based upon the performance of the Company and
Mr. Smith during the year.  The employment  agreement  provides that the Company
may terminate Mr. Smith's employment prior to expiration of the agreement's term
as a result of a Termination Event.

     In June 1995,  the Company  entered into an  employment  agreement  with J.
Duncan Smith,  Vice  President and Secretary of the Company.  J. Duncan  Smith's
employment  agreement  has an initial term of three years and is  renewable  for
additional  one-year terms,  unless either party gives notice of termination not
less than 60 days prior to the  expiration of the then current  term.  Under the
agreement,  Mr. Smith receives a base salary of $270,000 and is also entitled to
participate in the Company's  Executive Bonus Plan based upon the performance of
the Company and Mr. Smith during the year.  The  employment  agreement  provides
that the Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of a Termination Event.

     In June 1995, the Company entered into an employment  agreement with Robert
E. Smith,  Vice  President  and  Treasurer  of the  Company.  Robert E.  Smith's
employment  agreement  has an initial term of three years and is  renewable  for
additional  one-year terms,  unless either party gives notice of termination not
less than 60 days prior to the  expiration of the then current  term.  Under the
agreement,  Mr. Smith receives a base salary of $250,000 and is also entitled to
participate in the Company's  Executive Bonus Plan based upon the performance of
the Company and Mr. Smith during the year.  The  employment  agreement  provides
that the Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of a Termination Event.

     In connection with the River City Acquisition,  the Company entered into an
employment  agreement  (the  "Baker  Employment  Agreement")  with  Barry  Baker
pursuant to which Mr. Baker will become President and Chief Executive Officer of
SCI and Executive Vice President of the Company at such time as


                                      S-68




Mr.  Baker  is able to hold  those  positions  consistent  with  applicable  FCC
regulations.  Until  such time as Mr.  Baker is able to become an officer of the
Company,  he serves as a  consultant  to the Company  pursuant  to a  consulting
agreement and receives  compensation  that he would be entitled to as an officer
under the Baker Employment Agreement.  While Mr. Baker acts as consultant to the
Company  he will not  direct  employees  of  Sinclair  in the  operation  of its
television  stations and will not perform services  relating to any shareholder,
bank financing or regulatory  compliance matters with respect to the Company. In
addition,  Mr. Baker will remain the Chief  Executive  Officer of River City and
will devote a  substantial  amount of his  business  time and  energies to those
services. Mr. Baker receives a base salary of approximately $1,135,200 per year,
subject to annual  increases of 7 1/2% on January 1 each year. Mr. Baker is also
entitled  to receive a bonus  equal to 2% of the  amount by which the  Broadcast
Cash Flow (as  defined  in the  Baker  Employment  Agreement)  of SCI for a year
exceeds the Broadcast Cash Flow for the  immediately  preceding  year. Mr. Baker
has received options to acquire 1,382,435 shares of the Class A Common Stock (or
3.33% of the common equity of Sinclair determined on a fully diluted basis as of
the date of the River City  Acquisition).  The option  became  exercisable  with
respect to 50% of the shares  upon  closing of the River City  Acquisition,  and
became  exercisable with respect to an additional 25% of the shares on the first
anniversary  of the  closing  of the River  City  Acquisition,  and will  become
exercisable  with respect to the remaining 25% on the second  anniversary of the
closing  of the River  City  Acquisition.  The  exercise  price of the option is
approximately  $30.11  per  share.  The term of the Baker  Employment  Agreement
extends  until  May  31,  2001,  and is  automatically  extended  to  the  third
anniversary  of any  Change of  Control  (as  defined  in the  Baker  Employment
Agreement).  If the Baker  Employment  Agreement is  terminated as a result of a
Series B Trigger Event (as defined below), then Mr. Baker shall be entitled to a
termination payment equal to the amount that would have been paid in base salary
for the remainder of the term of the  agreement  plus bonuses that would be paid
for such period  based on the average  bonus paid to Mr.  Baker for the previous
three years, and all options shall vest immediately  upon such  termination.  In
addition,  upon such a termination,  Mr. Baker shall have the option to purchase
from the Company  for the fair market  value  thereof  either (i) all  broadcast
operations of Sinclair in the St.  Louis,  Missouri DMA or (at the option of Mr.
Baker) the  Asheville/Greenville/Spartanburg,  South Carolina DMA or (ii) all of
the Company's  radio broadcast  operations.  Mr. Baker shall also have the right
following such a termination to receive  quarterly  payments  (which may be paid
either in cash or, at the  Company's  option,  in  additional  shares of Class A
Common  Stock)  equal to 5.00% of the  fair  market  value  (on the date of each
payment) of all stock  options and common stock issued  pursuant to the exercise
of such stock  options or pursuant to payments of this  obligation  in shares of
Class A Common  Stock and held by him at the time of such  payment  (except that
the first such payment  shall be 3.75% of such value).  The fair market value of
unexercised  options  for such  purpose  shall be equal to the  market  price of
underlying shares less the exercise price of the options.  Following termination
of Mr.  Baker's  employment  agreement,  the  Company  shall  have the option to
purchase the options and shares from Mr. Baker at their market value.  A "Series
B Trigger  Event" means the  termination  of Barry Baker's  employment  with the
Company  prior to the  expiration  of the  initial  five-year  term of the Baker
Employment  Agreement  (i) by the Company for any reason  other than "for cause"
(as  defined in the Baker  Employment  Agreement)  or (ii) by Barry  Baker under
certain  circumstances,  including (a) on 60 days' prior written notice given at
any time within 180 days following a Change of Control;  (b) if Mr. Baker is not
elected (and continued) as a director of Sinclair or SCI, as President and Chief
Executive  Officer of SCI or as Executive  Vice  President  of Sinclair,  or Mr.
Baker shall be removed from any such board or office; (c) upon a material breach
by Sinclair or SCI of the Baker Employment  Agreement which is not cured; (d) if
there shall be a material diminution in Mr. Baker's authority or responsibility,
or certain of his economic benefits are materially  reduced,  or Mr. Baker shall
be  required  to  work  outside  Baltimore;  or (e)  the  effective  date of his
employment as  contemplated  by clause (b) shall not have occurred by August 31,
1997.  Mr. Baker cannot be appointed to such  positions  with the Company or SCI
until the Company or SCI takes certain  actions with respect to WTTV and WTTK in
Indianapolis  or WTTE or WSYX in Columbus as  described  under "Risk  Factors --
Dependence on Key Personnel;  Employment  Agreements  with Key Personnel" in the
accompanying  Prospectus.  The  Company  will not be able to take these  actions
prior to August 31, 1997 and accordingly Mr. Baker will be able to terminate the
Baker Employment Agreement at any time thereafter. 


                                      S-69




               CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
                     FOR NON-U.S. HOLDERS OF COMMON STOCK


SCOPE AND LIMITATION

     The  following is a general  discussion of certain  United  States  federal
income and estate tax consequences of the purchase, ownership and disposition of
Class A Common Stock by a "Non-U.S.  Holder" (as defined below). This summary is
based  on  the  Internal   Revenue  Code  of  1986,  as  amended  (the  "Code"),
administrative  pronouncements,  judicial  decisions  and  existing and proposed
Treasury  regulations each as in effect on the date hereof and changes to any of
which  subsequent to the date of this  Prospectus  Supplement may affect the tax
consequences described herein.

     This discussion  does not purport to be a comprehensive  description of all
of the tax considerations that may be relevant to a decision to purchase Class A
Common  Stock.  It does  not  discuss  all of the tax  consequences  that may be
relevant to a holder in light of the  holder's  particular  circumstances.  This
discussion does not address any tax  consequences  arising under the laws of any
state, local or foreign taxing jurisdiction.

     Prospective  purchasers  should  consult  their own tax  advisors as to the
particular tax consequences of the purchase, ownership or disposition of Class A
Common Stock,  including the effects of applicable  state,  local,  foreign,  or
other tax laws and possible changes in the tax laws.

     For purposes of this discussion,  a "Non-U.S.  Holder" means any individual
or entity  other than a holder of Class A Common  Stock that is (i) a citizen or
resident of the United  States  (including  certain  former  citizens and former
residents),  (ii) a partnership,  corporation  (including an entity treated as a
corporation  or  partnership  for United States  federal income tax purposes) or
other entity  created or organized in the United States or under the laws of the
United  States  or  of  any  political   subdivision  thereof  (other  than  any
partnership treated as foreign under federal  regulations),  (iii) an estate the
income of which is subject to United States federal income  taxation  regardless
of source,  or (iv) a trust with respect to the  administration of which a court
within the United States is able to exercise  primary  supervision and which has
one or more United  States  fiduciaries,  who have the  authority to control all
substantial  decisions of the trust. The tax treatment of a Non-U.S.  Holder may
vary depending upon the particular situation of such holder.

     An  individual  may,  subject  to  certain  exceptions,  be  deemed to be a
resident alien (as opposed to a  non-resident  alien) by virtue of being present
in the United  States at least 31 days in the calendar year and for an aggregate
of at least 183 days during a three-year  period ending in the current  calendar
year  (counting  for such  purposes all of the days present in the current year,
one-third of the days present in the  immediately  preceding year, and one-sixth
of the days present in the second preceding  year).  Resident aliens are subject
to United States federal tax as if they were United States citizens.


DIVIDENDS


     Subject to the discussion below, any dividends paid to a Non-U.S. Holder of
Class A Common Stock  generally will be subject to withholding tax at a 30% rate
or such lower rate as may be specified by an applicable income tax treaty.

     Under  present  law,  for  purposes  of  determining  whether  tax is to be
withheld at a 30% rate or a reduced  rate as  specified by an income tax treaty,
the Company  ordinarily  will  presume  that  dividends  paid to an address in a
foreign country are paid to a resident of such country absent definite knowledge
that such presumption is not warranted. A Non-U.S. Holder that is eligible for a
reduced rate of United States  withholding  tax pursuant to an income tax treaty
may  obtain a refund  of any  excess  amounts  currently  withheld  by filing an
appropriate  claim for refund with the United States Internal  Revenue  Service.
Under proposed  regulations,  a beneficial  owner who is a Non-U.S.  Holder must
submit a properly  completed Internal Revenue Service Form W-8 to the Company or
a qualified intermediary to be eligible for a tax treaty reduction. 


                                      S-70



     If a  Non-U.S.  Holder is  engaged  in a trade or  business  in the  United
States,  and if (i)  dividends  on the  Class A  Common  Stock  are  effectively
connected  with the  conduct of such trade or  business  or (ii) if a tax treaty
applies,  dividends are attributable to a United States permanent  establishment
of the Non-U.S. Holder, the Non-U.S. Holder will generally be subject to regular
United States income tax on such effectively connected income in the same manner
as if the Non-U.S.  Holder were a United States resident. Such a Non-U.S. Holder
will be  required  to provide  the  Company a properly  executed  United  States
Internal  Revenue  Service  Form  4224 or  successor  form in  order to claim an
exemption from the 30% withholding tax.

     In addition,  if such Non-U.S.  Holder is a foreign corporation,  it may be
subject to a branch  profits tax equal to 30% (or such lower rate provided by an
applicable treaty) of its effectively connected earnings and profits, subject to
certain adjustments, deemed to have been repatriated from the United States. For
purposes of the branch profits tax,  dividends on and any gain recognized on the
sale, exchange or other disposition of the Class A Common Stock will be included
in the  effectively  connected  earnings and profits of such Non-U.S.  Holder if
such  dividends or gain, as the case may be, is  effectively  connected with the
conduct by the Non-U.S. Holder of a trade or business in the United States.


OWNERSHIP AND SALE

     In general, a Non-U.S.  Holder will not be subject to United States federal
income tax with respect to any gain realized on a sale or other  disposition  of
Class A Common Stock unless (i) such  Non-U.S.  Holder is an  individual  who is
present  in the  United  States  for 183  days or  more in the  taxable  year of
disposition, and either (a) such individual has a "tax home" (as defined in Code
Section  911(d)(3)) in the United States (unless such gain is  attributable to a
fixed place of business in a foreign  country  maintained by such individual and
has been subject to foreign tax of at least 10%) or (b) the gain is attributable
to an office or other fixed place of business  maintained by such  individual in
the United States;  (ii) such gain is effectively  connected with the conduct by
such Non-U.S.  Holder of a trade or business in the United States;  or (iii) the
Company  is or has been a "United  States  real  property  holding  corporation"
within  the  meaning  of Section  897(c)(2)  of the Code at any time  within the
shorter of the five-year  period  preceding  such  disposition  or such Non-U.S.
Holder's holding period,  and, with respect to any class of stock of the Company
that is regularly traded on an established  securities market within the meaning
of the applicable Department of Treasury regulations,  the Non-U.S. Holder held,
directly or indirectly,  at any time within the shorter of the periods described
above more than 5% of such class.  A corporation  is generally a "United  States
real  property  holding  corporation"  if the fair  market  value of its "United
States  real  property  interests"  equals or exceeds 50% of the sum of the fair
market value of its worldwide real property interests plus its other assets used
or held for use in a trade or  business.  Although  the Company does not believe
that it has been or is or will  become a "United  States real  property  holding
corporation" in the foreseeable  future, any such development could have adverse
United States tax consequences for Non-U.S. Holders.


INFORMATION REPORTING AND BACKUP WITHHOLDING

     Under  certain   circumstances,   the  Internal  Revenue  Service  requires
"information  reporting" and "backup  withholding" at a rate of 31% with respect
to certain payments on Class A Common Stock. Non-U.S.  Holders of Class A Common
Stock  generally  would  be  exempt  from  Internal  Revenue  Service  reporting
requirements  and United  States  backup  withholding  with respect to dividends
payable on Class A Common Stock. Under proposed regulations, however, a Non-U.S.
Holder of Class A Common Stock that fails to certify its Non-U.S.  Holder status
in accordance  with the  requirements of the proposed  regulations,  would under
certain  circumstances be subject to United States backup  withholding at a rate
of 31% on payments of dividends.  The  application for exemption is available by
providing a properly completed Internal Revenue Service Form W-8.

     The payment of the proceeds of the disposition of Class A Common Stock by a
holder  to or  through  the  United  States  office  of a broker  or  through  a
non-United  States branch of a United States broker generally will be subject to
information  reporting and backup withholding at a rate of 31% unless the holder
either  certifies its status as a Non-U.S.  Holder under penalties of perjury or
otherwise estab- 


                                      S-71



lishes an  exemption.  The  payment  of the  proceeds  of the  disposition  by a
Non-U.S. Holder of Class A Common Stock to or through a non-United States office
of a  non-United  States  broker  will not be subject to backup  withholding  or
information  reporting  unless the  non-United  States broker has certain United
States relationships.

     Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder will be refunded (or credited against the holder's United States
federal income tax liability,  if any) provided that the required information is
furnished to the Internal Revenue Service.


FEDERAL ESTATE TAX

     Under the United  States  federal  estate tax law, an  individual  Non-U.S.
Holder who is treated as the owner of an  interest  in the Class A Common  Stock
will be  required to include  the value  thereof in his gross  estate for United
States federal estate tax purposes,  and may be subject to United States federal
estate tax unless an applicable estate tax treaty provides otherwise.



                                      S-72




                                  UNDERWRITING


     Under the terms and subject to the  conditions  stated in the  Underwriting
Agreement dated the date of this Prospectus Supplement, each of the underwriters
of the Offering  named below (the  "Underwriters"),  for whom Smith Barney Inc.,
Alex. Brown & Sons Incorporated, Credit Suisse First Boston Corporation, Salomon
Brothers  Inc,  Chase  Securities,  Inc.  and  Furman  Selz  are  acting  as the
representatives (the  "Representatives"),  has severally agreed to purchase, and
the  Company  and  the  Selling   Stockholders  have  agreed  to  sell  to  each
Underwriter, the number of shares of Class A Common Stock set forth opposite the
name of such Underwriter below: 


                                                         NUMBER
                     UNDERWRITER                        OF SHARES
                     -----------                        ----------
         Smith Barney Inc   ...........................
         Alex. Brown & Sons Incorporated   ............
         Credit Suisse First Boston Corporation  ......
         Salomon Brothers Inc  ........................
         Chase Securities, Inc.   .....................
         Furman Selz  .................................


                                                        ----------
          Total ....................................... 5,300,000
                                                        =========


     The  Underwriting  Agreement  provides that the  obligations of the several
Underwriters  to pay for and  accept  delivery  of the  shares  are  subject  to
approval of certain legal  matters by counsel and to certain  other  conditions.
The  Underwriters are obligated to take and pay for all shares of Class A Common
Stock  offered  hereby (other than those  covered by the  over-allotment  option
described below) if any such shares are taken.

     The Underwriters  initially  propose to offer part of the shares of Class A
Common Stock  directly to the public at the public  offering  price set forth on
the cover page of this  Prospectus  Supplement and part of the shares to certain
dealers at a price that  represents  a  concession  not in excess of $ per share
below the public offering price.  The  Underwriters  may allow, and such dealers
may reallow, a concession not in excess of $ per share to the other Underwriters
or to certain  other  dealers.  After the initial  offering of the shares to the
public,  the public  offering price and such  concessions  may be changed by the
Representatives.

     The Company and certain of the  Selling  Stockholders  have  granted to the
Underwriters  options,  exercisable for 30 days from the date of this Prospectus
Supplement,  to purchase up to an  aggregate  of 345,000 and 450,000  additional
shares of Class A Common Stock,  respectively,  at the public offering price set
forth  on the  cover  page  of  this  Prospectus  Supplement  less  underwriting
discounts and commissions. The Underwriters may exercise such option to purchase
additional  shares solely for the purpose of covering  over-allotments,  if any,
incurred  in  connection  with the sale of the  shares  of Class A Common  Stock
offered hereby.  To the extent such option is exercised,  each  Underwriter will
become obligated,  subject to certain conditions,  to purchase approximately the
same  percentage  of such  additional  shares as the  number of shares set forth
opposite  each  Underwriter's  name in the  preceding  table  bears to the total
number of shares of Class A Common Stock offered by the Underwriters hereby.

     The Company,  the Selling  Stockholders and the Underwriters have agreed to
indemnify each other against certain  liabilities,  including  liabilities under
the Securities Act.

     The  Company,  its  officers  and  directors  and the holders of all of the
shares of Class B Common Stock to be outstanding  after the Offering have agreed
that, for a period of 90 days from the date of this 


                                      S-73



Prospectus Supplement, they will not, without the prior written consent of Smith
Barney Inc., offer, sell,  contract to sell, or otherwise dispose of, any shares
of  Common  Stock  of  the  Company  or  any  securities  convertible  into,  or
exercisable or exchangeable for, Common Stock of the Company.

     In connection with this Offering and in compliance with applicable law, the
Underwriters may overallot (i.e.,  sell more shares of Class A Common Stock than
the total amount shown on the list of Underwriters  which appears above) and may
effect  transactions  which  stabilize,  maintain or otherwise affect the market
price of the shares of Class A Common  Stock at levels  above  those which might
otherwise prevail in the open market. Such transactions may include placing bids
for the Class A Common Stock or effecting  purchases of the Class A Common Stock
for the  purpose  of  pegging,  fixing or  maintaining  the price of the Class A
Common Stock or for the purpose of reducing a syndicate  short position  created
in connection  with the Offering.  A syndicate  short position may be covered by
exercise of the option  described above in lieu of or in addition to open market
purchases.  In addition,  the contractual  arrangements  among the  Underwriters
include a provision whereby, if the  Representatives  purchase shares of Class A
Common  Stock in the open market for the account of the  underwriting  syndicate
and the securities purchased can be traced to a particular Underwriter or member
of the selling group, the underwriting  syndicate may require the Underwriter or
selling  group member in question to purchase the shares of Class A Common Stock
in question at the cost price to the  syndicate  or may recover from (or decline
to pay to) the  Underwriter  or selling  group  member in  question  the selling
concession  applicable to the securities in question.  The  Underwriters are not
required  to  engage  in any of these  activities  and any such  activities,  if
commenced, may be discontinued at any time.

     Smith  Barney  Inc.  and  certain of the other Representatives have and may
continue  to  provide  investment banking services to the Company for which they
receive customary fees.



                                      S-74



                           GLOSSARY OF DEFINED TERMS

     "ABC" means Capital Cities/ABC, Inc.

     "Adjusted EBITDA" means broadcast cash flow less corporate overhead expense
and is a commonly used measure of performance for broadcast companies.  Adjusted
EBITDA does not purport to represent  cash  provided by operating  activities as
reflected  in the  Company's  consolidated  statements  of cash flows,  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.

     "Adjusted   EBITDA  margin"  means  the  Adjusted  EBITDA  divided  by  net
broadcast revenues.

     "Amended   Certificate"   means   the  Amended  and  Restated  Articles  of
Incorporation of the Company as amended.

     "Arbitron" means Arbitron, Inc.

     "Bank  Credit  Agreement"  means  the Third  Amended  and  Restated  Credit
Agreement,  dated as of May 20,  1997,  among  the  Company,  the  Subsidiaries,
certain lenders named therein, and The Chase Manhattan Bank, as agent.

     "Broadcast  cash flow  margin"  means  broadcast  cash flow  divided by net
broadcast revenues.

     "Broadcast  Cash Flow"  means  operating  income  plus  corporate  overhead
expenses,  special  bonuses  paid  to  executive  officers,   non-cash  deferred
compensation,   depreciation  and  amortization,  including  both  tangible  and
intangible assets and program rights, less cash payment for program rights. Cash
program  payments  represent cash payments made for current program payables and
sports  rights  and do not  necessarily  correspond  to program  usage.  Special
bonuses paid to executive officers are considered unusual and non-recurring. The
Company has presented  broadcast cash flow data,  which the Company believes are
comparable to the data provided by other companies in the industry, because such
data are commonly  used as a measure of  performance  for  broadcast  companies.
However,  broadcast cash flow (i) does not purport to represent cash provided by
operating  activities as reflected in the Company's  consolidated  statements of
cash  flow,  (ii) is not a measure  of  financial  performance  under  generally
accepted  accounting  principles and (iii) should not be considered in isolation
or as a  substitute  for measures of  performance  prepared in  accordance  with
generally accepted accounting principles.

     "CBS" means CBS, Inc.

     "Cincinnati/Kansas  City Acquisitions"  means the Company's  acquisition of
the assets and liabilities of WSTR-TV (Cincinnati, OH) and KSMO-TV (Kansas City,
MO).

     "Class A Common Stock" means the Company's Class A Common Stock,  par value
$.01 per share.

     "Class B Common Stock" means the Company's Class B Common Stock,  par value
$.01 per share.

     "Columbus   Option"  means  the  Company's  option  to  purchase  both  the
Non-License Assets and the License Assets relating to WSYX-TV, Columbus, OH.

     "Commission" means the Securities and Exchange Commission.

     "Common  Stock"  means  the  Class  A  Common  Stock and the Class B Common
   Stock.

     "Communications Act" means the Communications Act of 1934, as amended.

     "Company"  means  Sinclair  Broadcast  Group,  Inc.  and  its  wholly owned
subsidiaries.

     "Controlling  Stockholders"  means  David  D. Smith, Frederick G. Smith, J.
Duncan Smith and Robert E. Smith.

     "DAB" means digital audio broadcasting.

     "DBS" means direct-to-home broadcast satellite television.

     "Debt Issuance" means the Company's private placement of the 1997 Notes, in
the principal amount of $200,000,000, on July 2, 1997.



                                      S-75




     "Designated Market Area" or "DMA" means one of the 211 generally-recognized
television market areas.

     "DOJ" means the United States Justice Department.

     "DTV" means digital television.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "FCC" means the Federal Communications Commision.

     "FCN" means the Fox Children's Network.

     "Flint  Acquisition"  means  the  Company's  acquisition  of  the assets of
   WSMH-TV (Flint, Michigan).

     "Fox" means Fox Broadcasting Company.

     "Glencairn" means Glencairn, Ltd. and its subsidiaries.

     "Greenville  Stations"  means radio  stations  WFBC-FM,  WORD-AM,  WFBC-AM,
WSPA-AM,  WSPA-FM,  WOLI-FM, and WOLT-FM located in the  Greenville/Spartanburg,
South Carolina area.

     "HSR"  means  the  Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.

     "HYTOPS"  means the  Company's  115/8% High Yield Trust  Offered  Preferred
Securities issued pursuant to the HYTOPS Issuance.

     "HYTOPS  Issuance" means the Company's  private  placement of HYTOPS,  in a
liquidation amount of $200,000,000, on March 14, 1997.

     "Independent"  means a station that is not affiliated with any of ABC, CBS,
NBC, FOX, UPN or WB.

     "JSAs"  means  joint sales  agreements  pursuant to which an entity has the
right,  for a fee  paid  to  the  owner  and  operator  of a  station,  to  sell
substantially all of the commercial advertising on the station.

     "KSC" means Keymarket of South Carolina, Inc.

     "License  Assets" means the television  and radio station assets  essential
for  broadcasting  a television  or radio signal in compliance  with  regulatory
guidelines,  generally consisting of the FCC license, transmitter,  transmission
lines, technical equipment, call letters and trademarks,  and certain furniture,
fixtures and equipment.

     "License Assets Option" means the Company's  option to purchase the License
Assets of KDNL-TV, St. Louis, MO; KOVR-TV,  Sacramento, CA; WTTV-TV and WTTK-TV,
Indianapolis, IN; WLOS-TV, Asheville, NC; KABB-TV, San Antonio, TX; and KDSM-TV,
Des Moines,  IA,  which the Company has  exercised  with respect to all stations
other than WTTV-TV and WTTK-TV. 

     "LMAs" means program  services  agreements,  time  brokerage  agreements or
local  marketing  agreements  pursuant to which an entity  provides  programming
services to television or radio stations that are not owned by the entity.

     "Major Networks" means each of ABC, CBS or NBC, singly or collectively.

     "MSA" means the Metro Survey Area as defined by Arbitron.

     "MMDS" means multichannel multipoint distribution services.

     "NBC" means the National Broadcasting Company.

     "Nielsen" means the A.C. Nielsen Company Station Index dated May 1996.

     "1993 Notes" means the Company's 10% Senior Subordinated Notes due 2003.

     "1995 Notes" means the Company's 10% Senior Subordinated Notes due 2005.

     "1996  Acquisitions" means the 16 television and 33 radio stations that the
Company acquired,  obtained options to acquire, or obtained the right to program
during 1996 for an aggregate consideration of approximately $1.2 billion.


                                      S-76




     "1997 Notes" means the  Company's  9% Senior  Subordinated  Notes due 2007,
issued pursuant to the Debt Issuance.

     "Non-License Assets" means the assets relating to operation of a television
or radio station other than License Assets.

     "Peoria/Bloomington  Acquisition"  means the  acquisition by the Company of
the assets of WYZZ-TV on July 1, 1996.

     "River City" means River City Broadcasting, L.P.

     "River City  Acquisition"  means the Company's  acquisition from River City
and the owner of KRRT of certain Non-License Assets,  options to acquire certain
License and  Non-License  Assets and rights to provide  programming or sales and
marketing for certain stations, which was completed May 31, 1996.

     "SCI" means Sinclair Communications, Inc., a wholly owned subsidiary of the
Company that holds all of the broadcast operations of the Company.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Series A  Preferred  Stock"  means  the  Company's  Series A  Exchangeable
Preferred  Stock,  par  value  $.01 per  share,  each  share  of which  has been
exchanged for a share of the Company's Series B Convertible Preferred Stock.

     "Series  B  Preferred  Stock"  means  the  Company's  Series B  Convertible
Preferred Stock, par value $.01 per share.

     "Series C Preferred  Stock" means the Company's  Series C Preferred  Stock,
par value $.01 per share.

     "Sinclair"  means  Sinclair  Broadcast  Group,  Inc.  and  its wholly owned
subsidiaries.

     "Superior  Acquisition"  means  the  Company's  acquisition of the stock of
Superior Communications, Inc. ("Superior").

     "TBAs" means time brokerage agreements; see definition of "LMAs."

     "UHF" means ultra-high frequency.

     "UPN" means United Paramount Television Network Partnership.

     "VHF" means very-high frequency.

     "WB" and the "WB Network" mean The WB Television Network Partners.


                                      S-77


                                                              
==========================================================       ==========================================================
                                                                                                                           
   NO  DEALER,   SALESPERSON  OR  OTHER  PERSON  HAS  BEEN                                                                 
AUTHORIZED  TO  GIVE  ANY   INFORMATION  OR  TO  MAKE  ANY                                                                 
REPRESENTATIONS   OTHER   THAN  THOSE   CONTAINED   IN  OR                                                                 
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR                                                                 
THE ACCOMPANYING PROSPECTUS,  IN CONNECTION WITH THE OFFER                                                                 
CONTAINED HEREIN,  AND, IF GIVEN OR MADE, SUCH INFORMATION                                                                 
OR REPRESENTATIONS  MUST NOT BE RELIED UPON AS HAVING BEEN                                                                 
AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS                            5,300,000 SHARES                     
PROSPECTUS  SUPPLEMENT AND THE ACCOMPANYING  PROSPECTUS DO                                                                 
NOT  CONSTITUTE AN OFFER TO SELL OR A  SOLICITATION  OF AN                                                                 
OFFER TO BUY THE SHARES OF CLASS A COMMON  STOCK BY ANYONE                                                                 
IN ANY  JURISDICTION IN WHICH THE OFFER OR SOLICITATION IS                     SINCLAIR BROADCAST GROUP, INC.              
NOT  AUTHORIZED OR IN WHICH THE PERSON MAKING THE OFFER OR                                                                 
SOLICITATION  IS NOT  QUALIFIED TO DO SO, OR TO ANY PERSON                          Class A Common Stock                   
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.                                                                 
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE                                                                 
ACCOMPANYING  PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL                                                                 
CREATE  ANY  IMPLICATION  THAT THERE HAS BEEN NO CHANGE IN                                                                 
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.                                                                          
                                                                                             SBG                           
                     ----------------                                             SINCLAIR BROADCAST GROUP                 
                                                                                                                           
                     TABLE OF CONTENTS                                                                                     
                                                                                                                           
                                                PAGE NO.                                -------------                      
                                                ---------                                                                  
                   PROSPECTUS SUPPLEMENT                                                                                   
Prospectus Supplement Summary ...............      S-3                     P R O S P E C T U S S U P P L E M E N T         
Use of Proceeds   ...........................      S-11                                                                     
Capitalization ..............................      S-12                                 AUGUST , 1997                      
Pro Forma Consolidated Financial Information       S-13                                 -------------                      
Management's Discussion and Analysis of                                                                                    
   Financial Condition and Results of Op-                                                                                  
   erations of Sinclair......................      S-23                                                                    
Industry Overview ...........................      S-32                                                                    
Business of Sinclair ........................      S-35                                                                    
Selling Stockholders ........................      S-63                                                                    
Management  .................................      S-64                                                                    
Certain United States Federal Tax Consid-                                                                                  
   erations for Non-U.S. Holders of Com-                                                                                   
   mon Stock ................................      S-70   
Underwriting   ..............................      S-73   
Glossary of Defined Terms  ..................      S-75   
                        PROSPECTUS                        
Available Information   .....................        1                                SMITH BARNEY INC.                      
Incorporation of Certain Documents by                                                                                        
   Reference   ..............................        1                               ALEX. BROWN & SONS                      
The Company .................................        3                                  INCORPORATED                         
Risk Factors   ..............................        3                                                                       
Use of Proceeds   ...........................       16                           CREDIT SUISSE FIRST BOSTON                  
Historical and Pro Forma                                                                                                     
   Ratio of Earnings to Fixed Charges  ......       16                              SALOMON BROTHERS INC                     
Selling Stockholders ........................       17                                                                       
Description of Debt Securities   ............       18                             CHASE SECURITIES, INC.                    
Description of Capital Stock  ...............       32                                                                       
Plan of Distribution ........................       40                                   FURMAN SELZ                         
Legal Matters  ..............................       41                                                                       
Experts  ....................................       41                                                                       
                                                                                                                             
==========================================================       ==========================================================  
                                                          




                  SUBJECT TO COMPLETION DATED AUGUST 26, 1997

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED AUGUST  , 1997)
                                3,000,000 SHARES


                                       SBG
                            SINCLAIR BROADCAST GROUP




                  $   CONVERTIBLE EXCHANGEABLE PREFERRED STOCK

                                  -----------

     Each share of $     Series D Convertible Exchangeable Preferred Stock,  par
value  $.01 per share  (the  "Convertible  Exchangeable  Preferred  Stock"),  of
Sinclair  Broadcast Group, Inc.  ("Sinclair" or the "Company") has a liquidation
preference of $50. Dividends on the Convertible Exchange Preferred Stock will be
cumulative  from the  date of  original  issue  and  will be  payable  quarterly
commencing  on        , 1997,  in the amount of $ per share  annually  when,  a
and if declared by the Board of Directors out of legally  available  funds.  See
"Description of Preferred Stock -- Dividends."

     Shares of the Convertible  Exchangeable  Preferred Stock are convertible at
any time, at the option of the holders thereof,  unless  previously  redeemed or
exchanged, into shares of Class A Common Stock, par value $.01 per share, of the
Company (the "Class A Common Stock") at an initial conversion price of $     per
share of Class A Common  Stock  (equivalent  to a  conversion  rate of shares of
Class A Common  Stock per share of  Convertible  Exchangeable  Preferred  Stock)
subject to adjustment in certain events.  See "Description of Preferred  Stock--
Conversion  Rights".  On August 21, 1997,  the last  reported  sale price of the
Class A Common  Stock as reported by Nasdaq was $36 per share.  The  Convertible
Exchangeable  Preferred Stock will not be redeemable  until September , 2000. On
and after September,  2000, the Convertible Exchangeable Preferred Stock will be
redeemable  at the option of the  Company,  in whole or in part,  initially at a
price  per  share  equal to      % of the  liquidation  preference  thereof  and
thereafter  at prices  declining to 100% of such  liquidation  preference on and
after  September,  2007,  in each case plus accrued and unpaid  dividends to the
redemption  date.  See  "Description  of Preferred  Stock -- Company's  Right of
Redemption."


                                                       (continued on next page)
                                 -----------

     SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE ACCOMPANYING PROSPECTUS FOR A
DISCUSSION  OF  CERTAIN   FACTORS  THAT  SHOULD  BE  CONSIDERED  BY  PROSPECTIVE
PURCHASERS OF THE SHARES OF  CONVERTIBLE  EXCHANGEABLE  PREFERRED  STOCK OFFERED
HEREBY.

                                 -----------


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
     PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
               PRICE TO        UNDERWRITING DISCOUNTS      PROCEEDS TO
              THE PUBLIC        AND COMMISSIONS (1)       THE COMPANY (2)
- --------------------------------------------------------------------------------
Per Share     $50                        $                       $
Total(3)      $150,000,000              $                       $
- --------------------------------------------------------------------------------

(1)  The  Company  has agreed to  indemnify  the  Underwriters  against  certain
     liabilities,  including  liabilities  under the  Securities Act of 1933, as
     amended. See "Underwriting."

(2)  Before deducting  expenses of the Offering payable by the Company estimated
     at $800,000.

(3)  The Company has granted the  Underwriters a 30-day option to purchase up to
     an  aggregate  of 450,000  additional  shares of  Convertible  Exchangeable
     Preferred  Stock  on the same  terms as set  forth  above  solely  to cover
     over-allotments,  if any. If such option is  exercised  in full,  the total
     Price to the Public, Underwriting Discounts and Commissions and Proceeds to
     the Company will be $         , $         and $        ,  respectively. See
     "Underwriting."


                                  -----------

The shares of Convertible  Exchangeable Preferred Stock are being offered by the
several  Underwriters  named  herein,  subject to prior  sale,  when,  as and if
accepted  by them  and  subject  to  certain  conditions.  It is  expected  that
certificates for the Convertible  Exchangeable Preferred Stock will be available
for delivery on or about , 1997,  at the offices of Smith Barney Inc.,  333 West
34th Street, New York, New York 10001.

                                  -----------

SMITH BARNEY INC.

           ALEX. BROWN & SONS
               INCORPORATED

                      CREDIT SUISSE FIRST BOSTON
                                    SALOMON BROTHERS INC
                                                 CHASE SECURITIES, INC.

August   , 1997                                                      FURMAN SELZ


Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration   statement  has  been  filed  with  the  Securities  and  Exchange
Commission.  These  securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.  This prospectus
supplement and the attached  prospectus shall not constitute an offer to sell or
the  solicitation  of an  offer  to buy nor  shall  there  be any  sale of these
securities  in any State in which  such  offer,  solicitation  or sale  would be
unlawful prior to registration or qualification under the securities laws of any
such State.





























                                 [insert map]

TELEVISION  AND  RADIO  STATIONS  (I)  OWNED  AND  OPERATED BY THE COMPANY, (II)
          PROGRAMMED BY THE COMPANY PURSUANT TO LMAS, (III) PROVIDED
SELLING  SERVICES  PURSUANT  TO JSAS, (IV) SUBJECT TO OPTIONS TO ACQUIRE AND (V)
                  UNDER AGREEMENTS TO BE ACQUIRED, INCLUDING
AGREEMENTS  TO  ACQUIRE  RIGHTS TO PROGRAM STATIONS PURSUANT TO LMAS, ALL AS SET
                      FORTH UNDER "BUSINESS OF SINCLAIR."


Certain persons  participating in this offering may engage in transactions  that
stabilize,  maintain, or otherwise affect the price of Convertible  Exchangeable
Preferred Stock, including  overallotment,  entering stabilizing bids, effecting
syndicate covering  transactions and imposing penalty bids. For a description of
those activities, see "Underwriting."






     Subject to certain  conditions,  on any dividend  payment date after      ,
2000, the Convertible  Exchangeable  Preferred Stock will be exchangeable at the
option  of  the  Company,  in  whole  but  not in  part,  for     %  Convertible
Subordinated  Exchange  Debentures (the "Exchange  Debentures")  due September ,
2012 in a principal  amount equal to $50 per share of  Convertible  Exchangeable
Preferred Stock,  provided that all accrued dividends  (whether or not declared)
have been paid. The Exchange  Debentures will be issued pursuant to an indenture
(the "Exchange Debentures Indenture"),  will be convertible into shares of Class
A Common Stock on the same terms as the Convertible Exchangeable Preferred Stock
and will pay interest quarterly. The Exchange Debentures will contain redemption
provisions similar to those of the Convertible Exchangeable Preferred Stock. The
Exchange   Debentures   will  be  unsecured   obligations  of  the  Company  and
subordinated to all Senior Debt (as defined  herein) whether  outstanding on the
date of the exchange or thereafter incurred. As of June 30, 1997, on a pro forma
basis, after giving effect to the Debt Issuance (as defined herein), the sale of
the Convertible  Exchangeable  Preferred Stock offered hereby and the use of the
estimated net proceeds therefrom, the aggregate amount of Senior Debt that would
have ranked  senior in right of payment to the  Exchange  Debentures  would have
been approximately $1.6 billion. See "Description of Exchange Debentures."

     Concurrently  with the offering of the Convertible  Exchangeable  Preferred
Stock hereunder (the  "Preferred  Stock Offering" or the "Offering") the Company
and  certain  stockholders  of the  Company  (the  "Selling  Stockholders")  are
offering  to sell by a  separate  Prospectus  Supplement  4,000,000  shares  and
1,300,000  shares,  respectively,  of Class A Common  Stock (the  "Common  Stock
Offering").  The completion of the Preferred  Stock Offering is not  conditioned
upon the completion of the Common Stock Offering.

     The Company intends to apply for listing for the  Convertible  Exchangeable
Preferred Stock on the Nasdaq National Market.

     The  Company's  outstanding  capital  stock  consists  of shares of Class A
Common  Stock,  shares of Class B Common  Stock,  par value  $.01 per share (the
"Class B Common Stock"),  shares of Series B Preferred Stock, par value $.01 per
share (the "Series B Preferred  Stock") and shares of Series C Preferred  Stock,
par value $.01 per share (the  "Series C  Preferred  Stock").  The rights of the
Class A Common  Stock and the Class B Common  Stock  (collectively,  the "Common
Stock") are  identical,  except that each share of Class A Common Stock entitles
the holder  thereof to one vote in respect of matters  submitted for the vote of
holders of Common Stock, whereas each share of Class B Common Stock entitles the
holder thereof to one vote on "going private" and certain other transactions and
to ten votes on other matters.  The Controlling  Stockholders (as defined in the
accompanying  Prospectus) have the power to vote 100% of the outstanding  shares
of Class B Common  Stock  representing,  together  with the Class A Common Stock
held by the  Controlling  Stockholders,  approximately  96.1%  of the  aggregate
voting power of the Company's  capital stock (or  approximately  94.1% after the
sale of  shares  in the  Common  Stock  Offering  assuming  no  exercise  of the
over-allotment  option granted the  Underwriters  in connection  with the Common
Stock Offering).  Each share of Class B Common Stock converts automatically into
one share of Class A Common  Stock upon sale or other  transfer to a party other
than  a  Permitted  Transferee  (generally,  related  parties  of a  Controlling
Stockholder).  Each  share  of  Series  B  Preferred  Stock  has  a  liquidation
preference  of $100,  is  convertible  into 3.64 shares of Class A Common  Stock
(subject to  adjustment),  and has 3.64 votes on all matters on which  shares of
Common Stock have a vote.  Except as described in the  accompanying  Prospectus,
the Series C  Preferred  Stock does not have  rights to vote on matters on which
shares of Common Stock have a vote.  See  "Description  of Capital Stock" in the
accompanying Prospectus.



                                      iii







                         PROSPECTUS SUPPLEMENT SUMMARY


     The following  summary should be read in conjunction with the more detailed
information,  financial  statements and notes thereto appearing  elsewhere in or
incorporated by reference into this Prospectus  Supplement and the  accompanying
Prospectus.  Unless the context requires otherwise,  this Prospectus  Supplement
and the  Prospectus  assume  no  exercise  of the  Underwriters'  over-allotment
option. Unless the context otherwise indicates, as used herein, the "Company" or
"Sinclair"  means  Sinclair  Broadcast  Group,  Inc. and its direct and indirect
wholly-owned subsidiaries (collectively, the "Subsidiaries").  Capitalized terms
used in this Prospectus Supplement have the meaning set forth in the Glossary of
Defined Terms, which appears at the end of this Prospectus Supplement.


                                  THE COMPANY

     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has pending  acquisitions of four  additional  television
stations,  and has pending  acquisitions of the rights to provide programming to
two additional  television stations.  The Company believes it is also one of the
top 20 radio groups in the United  States,  when measured by the total number of
radio  stations  owned,  programmed  or with which the  Company  has Joint Sales
Agreements  (JSAs).  The  Company  owns or provides  sales  services to 27 radio
stations,  has  pending  acquisitions  of 24 radio  stations  and has options to
acquire an additional seven radio stations.

     The 29  television  stations the Company owns or programs  pursuant to LMAs
are located in 21 geographically diverse markets, with 23 of the stations in the
top 51 television DMAs in the United States.  The Company's  television  station
group is diverse in network  affiliation with ten stations  affiliated with Fox,
12 with UPN, three with WB, two with ABC and one with CBS. One station  operates
as an  independent.  The Company has recently  entered into an agreement with WB
pursuant to which seven of its stations  would switch  affiliations  to, and one
independent station would become affiliated with, WB.

     The Company's  radio station  group is also  geographically  diverse with a
variety of  programming  formats  including  country,  urban,  news/talk/sports,
progressive rock and adult contemporary. Of the 27 stations owned, programmed or
with which the Company has a JSA, 12  broadcast  on the AM band and 15 on the FM
band. The Company owns, programs or has a JSA with from two to eight stations in
all but one of the eight radio markets it serves.

     The Company has undergone rapid and  significant  growth over the course of
the last six years. Since 1991, the Company has increased the number of stations
it owns or provides services to from three television  stations to 29 television
stations and 27 radio  stations.  From 1991 to 1996, net broadcast  revenues and
Adjusted  EBITDA (as  defined  herein)  increased  from $39.7  million to $346.5
million, and from $15.5 million to $180.3 million,  respectively.  Pro forma for
the acquisitions completed in 1996 and the Heritage Acquisition described below,
1996 net broadcast  revenues and Adjusted  EBITDA would have been $532.4 million
and $246.3 million, respectively.


                               COMPANY STRATEGY

     The Company's  operating  strategy is to (i) attract audience share through
the acquisition and broadcasting of popular programming,  children's  television
programming,  counter-programming,  local news programming in selected DMAs, and
popular  sporting  events in selected  DMAs;  (ii)  increase its share of market
revenues through  innovative  sales and marketing  efforts;  (iii)  aggressively
control  programming  and other  operating  costs;  (iv) attract and retain high
quality management;  (v) expand its stations'  involvement in their communities;
and (vi) establish additional television LMAs and increase the size of its radio
clusters.



                                      S-1




     The  Company's  LMA  arrangements  in  markets  where  it  already  owns  a
television  station are a major  factor in enabling  the Company to increase its
revenues and improve operating margins.  These LMAs have also helped the Company
to manage its  programming  inventory  effectively  and increase  the  Company's
broadcast revenues in those markets. In addition,  the Company believes that its
LMA  arrangements  have assisted  certain  television  and radio  stations whose
operations  may have been  marginally  profitable  to  continue  to air  popular
programming  and  contribute  to  programming   diversity  in  their  respective
television DMAs and radio MSAs.

     The Company intends to continue to pursue  acquisitions in order to build a
larger  and  more  diversified   broadcasting   company.   In  implementing  its
acquisition strategy, the Company routinely reviews and conducts  investigations
of  potential  television  and  radio  station  acquisitions.  When the  Company
believes  a  favorable  opportunity  exists,  the  Company  seeks to enter  into
discussions  with the owners of such stations  regarding the  possibility  of an
acquisition by the Company. At any given time, the Company may be in discussions
with one or more such station owners.  In addition,  the Company intends to seek
and may take advantage of favorable opportunities to sell or swap television and
radio stations. See "Business of Sinclair -- Broadcast Acquisition Strategy."


                              RECENT DEVELOPMENTS

AGREEMENT WITH THE WB NETWORK

     On July 4, 1997,  the Company  entered into an  agreement  with WB (the "WB
Agreement"),  pursuant  to  which  the  Company  agreed  that  certain  stations
currently affiliated with UPN would terminate their affiliations with UPN at the
end of the  current  affiliation  term in  January  1998,  and would  enter into
affiliation  agreements  with WB  effective  as of that date.  The  Company  has
advised UPN that the following stations owned or provided  programming  services
by the Company  will not renew their  affiliation  agreements  with UPN when the
current   agreements   expire  on  January  15,   1998:   WPTT-TV,   Pittsburgh,
Pennsylvania,  WNUV-TV, Baltimore, Maryland. WSTR-TV, Cincinnati, Ohio, KRRT-TV,
San Antonio,  Texas, and KOCB-TV,  Oklahoma City, Oklahoma.  These stations will
enter into  ten-year  affiliation  agreements  with WB  beginning on January 16,
1998.  Pursuant to the WB Agreement,  the WB affiliation  agreements of WVTV-TV,
Milwaukee,  Wisconsin,  and WTTO-TV,  Birmingham,  Alabama (whose programming is
simulcasted on WDBB-TV, Tuscaloosa,  Alabama), have been extended to January 16,
2008. In addition, WFBC-TV in Greenville,  South Carolina will become affiliated
with WB on November 1, 1999, when WB's current  affiliation with another station
in that market expires.  WTVZ-TV,  Norfolk, Virginia and WLFL-TV, Raleigh, North
Carolina,  will  become  affiliated  with WB when  their  affiliations  with Fox
expire. These Fox affiliations are scheduled to expire on August 31, 1998. Under
the terms of the WB  Agreement,  WB has agreed to pay the  Company  $64  million
aggregate  amount in monthly  installments  during the eight years commencing on
January 16, 1998 in consideration for entering into affiliation  agreements with
WB. In addition, WB will be obligated to pay an additional $10 million aggregate
amount in monthly  installments in each of the following two years provided that
WB is in the business of supplying  programming  as a television  network during
each of those years.

     In August 1997,  UPN filed an action in Los Angeles  Superior Court against
the Company,  seeking  declaratory  relief and specific  performance  or, in the
alternative,  unspecified  damages and alleging that neither the Company nor its
affiliates  provided  proper notice of their intention not to extend the current
UPN affiliations  beyond January 15, 1998.  Certain  subsidiaries of the Company
have filed an action in the Circuit Court for Baltimore City seeking declaratory
relief that their notice was effective to terminate the  affiliations on January
15, 1998. See "Risk Factors -- Certain Network Affiliations" in the accompanying
Prospectus and "Business of Sinclair -- Legal Proceedings" herein.



                                      S-2








HERITAGE ACQUISITION

     On July 16,  1997,  the Company  entered  into  agreements  (the  "Heritage
Acquisition  Agreements")  with The News  Corporation  Limited,  Heritage  Media
Group,   Inc.   and  certain   subsidiaries   of  Heritage   Media   Corporation
(collectively,  "Heritage"),  pursuant  to which the  Company  agreed to acquire
certain  television  and radio assets of such  subsidiaries.  Under the Heritage
Acquisition Agreements,  the Company will acquire the assets of, or the right to
program  pursuant to LMAs,  six  television  stations  in three  markets and the
assets of 24 radio stations in seven markets (the "Heritage  Acquisition").  The
television stations serve the following markets:  Charleston/  Huntington,  West
Virginia;   Mobile,   Alabama/Pensacola,   Florida;  and  Burlington,   Vermont/
Plattsburgh,  New York.  The radio  stations  serve the following  markets:  St.
Louis, Missouri; Portland, Oregon; Kansas City, Missouri; Milwaukee,  Wisconsin;
Norfolk,  Virginia;  New  Orleans,  Louisiana;  and  Rochester,  New  York.  The
aggregate  purchase  price for the  assets is $630  million  payable  in cash at
closing,  less a deposit of $63 million paid at the time of signing the Heritage
Acquisition Agreements. The Heritage Acquisition Agreements also provide for the
acquisition of the assets of a television  station in Oklahoma  City,  Oklahoma;
the  Company is required by the  agreements  to dispose of its  interest in that
station,  and the  Company  has  entered  into a letter  of  intent to sell that
station for $60 million in cash.  The  Company  intends to finance the  purchase
price from some  combination of the proceeds of the Common Stock  Offering,  the
proceeds of the Preferred Stock Offering,  funds available under the Bank Credit
Agreement,  and the  anticipated  $60 million in  proceeds  from the sale of the
Company's  interest  in the  Oklahoma  City  station.  Closing  of the  Heritage
Acquisition  is  conditioned  on,  among  other  things,  FCC  approval  and the
expiration  of  the  applicable  waiting  period  under  the   Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.


COMMON STOCK OFFERING


     Concurrently with the Preferred Stock Offering, the Company and the Selling
Stockholders  plan to offer  4,000,000  shares and  1,300,000  shares of Class A
Common  Stock,  respectively,  in the  Common  Stock  Offering.  There can be no
assurance that the Common Stock Offering will be consummated.  The completion of
the  Preferred  Stock  Offering is not  conditioned  upon the  completion of the
Common Stock Offering.



                                      S-3





                                 THE OFFERING



SHARES OF CONVERTIBLE EXCHANGEABLE
 PREFERRED STOCK OFFERED .........  3,000,000 shares (a)

PREFERRED AND COMMON STOCK TO BE
 OUTSTANDING AFTER THE OFFERING .   1,088,904 shares of Series B Preferred Stock
                                    2,062,000 shares of Series C Preferred Stock
                                    3,000,000 shares of Convertible Exchangeable
                                               Preferred Stock(a)
                                    7,245,566 shares of Class A Common Stock(b)
                                   27,510,581 shares of Class B Common Stock
                                   34,756,147 total shares of Common Stock(b)

USE  OF  PROCEEDS  .............   The net  proceeds  to the  Company  from  the
                                   Offering and the Common Stock  Offering  will
                                   be used to repay certain amounts  outstanding
                                   under the revolving credit facility under the
                                   Company's  Bank  Credit  Agreement,  with the
                                   remainder   retained  for  general  corporate
                                   purposes   including   funding  the  Heritage
                                   Acquisition, which is anticipated to close in
                                   the  first   quarter   of  1998,   and  other
                                   acquisitions if suitable  acquisitions can be
                                   identified on acceptable  terms.  See "Use of
                                   Proceeds."

DIVIDENDS ......................   Dividends  on  the  Convertible  Exchangeable
                                   Preferred Stock will be cumulative and accrue
                                   from the date of issuance and will be payable
                                   quarterly commencing on               , 1997,
                                   in the amount of $      per  share  annually,
                                   when,  as and if  declared  by the  Board  of
                                   Directors out of legally available funds.

LIQUIDATION  PREFERENCE ........   $50.00 per share, plus an amount equal to any
                                   accrued and unpaid dividends.

CONVERSION  RIGHTS .............   The   shares  of   Convertible   Exchangeable
                                   Preferred Stock are convertible at the option
                                   of the holder at any time,  unless previously
                                   redeemed  or  exchanged,  into Class A Common
                                   Stock of the Company,  at a conversion  price
                                   of $       per share of Class A Common  Stock
                                   (equivalent   to   a   conversion   rate   of
                                       shares  of  Class A Common Stock per
                                   share of Convertible  Exchangeable  Preferred
                                   Stock),  subject  to  adjustment  in  certain
                                   events.   See   "Description  of  Convertible
                                   Exchangeable  Preferred  Stock --  Conversion
                                   Rights."

- ----------

(a)  Excludes up to 450,000 shares of Convertible  Exchangeable  Preferred Stock
     that may be sold by the Company upon exercise of the over-allotment  option
     granted to the Underwriters. See "Underwriting."

(b)  Excludes  3,963,611  shares of Class A Common Stock that may be issued upon
     conversion  of shares of Series B  Preferred  Stock  outstanding  after the
     Offering  and up to 2,641,673  shares of Class A Common Stock  reserved for
     issuance  pursuant  to the  Company's  Incentive  Stock  Option  Plan,  the
     Company's  Designated  Participants  Stock  Option  Plan and the  Company's
     Long-Term  Incentive  Plan.  Also excludes (i) 4,000,000  shares of Class A
     Common  Stock that are being  issued in the Common  Stock  Offering  by the
     Company and 1,300,000 shares of Class A Common Stock that are being sold by
     the Selling  Stockholders  in the Common Stock Offering (a portion of which
     shares are included in shares of Class B Common Stock), (ii) 395,000 shares
     and  450,000 (a portion of which  shares are  included in shares of Class B
     Common  Stock)  shares  of  Class A  Common  Stock  that may be sold by the
     Company and the Selling  Stockholders,  respectively,  upon exercise of the
     over-allotment  option  granted to the  Underwriters  in the  Common  Stock
     Offering  and (iii)  shares of Class A Common Stock that may be issued upon
     conversion  of the  shares  of  Convertible  Exchangeable  Preferred  Stock
     offered hereby (based on the conversion price on the date of issuance).



                                      S-4





CHANGE  OF  CONTROL.............   Upon the  occurrence  of a Change of  Control
                                   (as   defined   herein),    each   share   of
                                   Convertible Exchangeable Preferred Stock will
                                   be  convertible  at the  option of its holder
                                   for a  limited  period  into  the  number  of
                                   shares of Class A Common Stock  determined by
                                   dividing the $50  liquidation  preference  of
                                   such   share,   plus   accrued   and   unpaid
                                   dividends,  by an adjusted  conversion price.
                                   Upon a Change of  Control,  the  Company  may
                                   elect  to  pay  holders  of  the  Convertible
                                   Exchangeable Preferred Stock exercising their
                                   special  conversion  rights an amount in cash
                                   equal to the $50  liquidation  preference  of
                                   the Convertible  Exchangeable Preferred Stock
                                   plus any  accrued  and unpaid  dividends,  in
                                   which  event no  conversion  pursuant  to the
                                   exercise  of the  special  conversion  rights
                                   will occur,  unless the  Company  defaults in
                                   payments of such amounts. A Change of Control
                                   will result in an event of default  under the
                                   Bank Credit Agreement (as defined herein) and
                                   could  result  in  the  acceleration  of  all
                                   indebtedness under the Bank Credit Agreement.
                                   Moreover, the Bank Credit Agreement prohibits
                                   the    repurchase    of    the    Convertible
                                   Exchangeable  Preferred Stock by the Company.
                                   A Change of  Control  will also  require  the
                                   Company to offer to redeem the Existing Notes
                                   (as   defined   herein)   and  the  Series  C
                                   Preferred    Stock.   See   "Description   of
                                   Convertible  Exchangeable  Preferred Stock --
                                   Change of Control."

OPTIONAL  REDEMPTION  .........    The Convertible  Exchangeable Preferred Stock
                                   is  redeemable at the  Company's  option,  in
                                   whole or from time to time in part,  for cash
                                   at any  time on or after             ,  2000,
                                   initially  at a price per share equal to    %
                                   of  the   liquidation   preference   thereof,
                                   declining  ratably  on or after            of
                                   each year  thereafter  to a redemption  price
                                   equal to 100% of such liquidation  preference
                                   per share on or after            , 2007 plus,
                                   in each case,  accrued and unpaid  dividends.
                                   See "Description of Convertible  Exchangeable
                                   Preferred  Stock --  Redemption  at Option of
                                   the Company."

RANK............................   With respect to dividends and amounts payable
                                   upon the liquidation,  dissolution or winding
                                   up   of   the   Company,    the   Convertible
                                   Exchangeable  Preferred  Stock  will rank (i)
                                   junior   in   right   of   payment   to   all
                                   indebtedness   of   the   Company   and   its
                                   Subsidiaries,  (ii)  senior  to the  Class  A
                                   Common  Stock and the  Class B Common  Stock,
                                   (iii) pari passu with the Series C  Preferred
                                   Stock ($206.2 million liquidation value as of
                                   the  date  hereof)  and  (iv)  senior  to the
                                   Company's  Series B Preferred  Stock  ($108.9
                                   million  liquidation  value  as of  the  date
                                   hereof)  except that upon the  termination of
                                   Barry Baker's  employment  agreement with the
                                   Company  prior to May 31, 2001 by the Company
                                   for any  reason  other  than "for  cause" (as
                                   defined in the  employment  agreement)  or by
                                   Mr.   Baker   under   certain   circumstances
                                   described  under  "Management  --  Employment
                                   Agreements,"     then     the     Convertible
                                   Exchangeable  Preferred  Stock will rank pari
                                   passu  with the Series B  Preferred  Stock in
                                   respect of dividends and  distributions  upon
                                   liquidation,  dissolution  and  winding-up of
                                   the Company.  One such circumstance  pursuant
                                   to  which  Mr.   Baker  can   terminate   his
                                   employment  agreement  is the  failure of Mr.
                                   Baker to be elected and  continued in certain
                                   positions  at the Company  before  August 31,
                                   1997,  which election cannot take place prior
                                   to the Company



                                      S-5





                                   taking   certain   actions   related  to  FCC
                                   approval of such  election.  The Company will
                                   not be  able  to take  these  actions  before
                                   August 31, 1997 and,  accordingly,  Mr. Baker
                                   will  be  able to  terminate  his  employment
                                   agreement  at any time after August 31, 1997.
                                   See "Description of Convertible  Exchangeable
                                   Preferred Stock -- Liquidation Rights."

VOTING  RIGHTS  ................   Except as  described  below or as required by
                                   law,  holders  of  Convertible   Exchangeable
                                   Preferred  Stock will not be  entitled to any
                                   voting  rights.   In  exercising  any  voting
                                   rights, each outstanding share of Convertible
                                   Exchangeable Preferred Stock will be entitled
                                   to  one  vote.   Whenever  dividends  on  the
                                   Convertible  Exchangeable Preferred Stock are
                                   in arrears in an aggregate amount equal to at
                                   least six quarterly dividends (whether or not
                                   consecutive), the size of the Company's Board
                                   of Directors will be increased by two (or, if
                                   the size of the Board of Directors  cannot be
                                   so  increased,  the  Company  shall cause the
                                   removal or resignation of a sufficient number
                                   of directors), and the holders of Convertible
                                   Exchangeable    Preferred    Stock,    voting
                                   separately  as a class,  will be  entitled to
                                   select   two   directors   to  the  Board  of
                                   Directors  at  (i)  any  annual   meeting  of
                                   stockholders  at  which  directors  are to be
                                   elected  held  during  the  period  when  the
                                   dividends remain in arrears or (ii) a special
                                   meeting of stockholders called by the Company
                                   at  the   request  of  the   holders  of  the
                                   Convertible   Exchangeable  Preferred  Stock.
                                   These voting rights will  terminate  when all
                                   dividends  in  arrears  and for  the  current
                                   quarterly  period  have  been paid in full or
                                   declared and set apart for payment.  The term
                                   of  office  of the  additional  directors  so
                                   elected will terminate  immediately upon that
                                   payment  or  provision  for  payment.  If the
                                   Company  does not provide for such  directors
                                   when required,  certain penalty dividends may
                                   accrue.

                                   In  addition,  so  long  as  any  Convertible
                                   Exchangeable  Preferred Stock is outstanding,
                                   the Company will not, without the affirmative
                                   vote or  consent  of the  holders of at least
                                   662/3%   of   all   outstanding   shares   of
                                   Convertible  Exchangeable Preferred Stock (i)
                                   amend,   alter  or  repeal   (by   merger  or
                                   otherwise)  any  provision of the Amended and
                                   Restated  Articles  of  Incorporation  of the
                                   Company,  as  amended,  or the  Bylaws of the
                                   Company  so  as  to  affect   adversely   the
                                   relative rights, preferences, qualifications,
                                   limitations    or    restrictions    of   the
                                   Convertible   Exchangeable  Preferred  Stock,
                                   (ii)   authorize  any  new  class  of  Senior
                                   Dividend  Stock  (as  defined  herein),   any
                                   Senior  Liquidation Stock (as defined herein)
                                   or  any  security   convertible  into  Senior
                                   Dividend Stock or Senior  Liquidation  Stock,
                                   or (iii) effect any  reclassification  of the
                                   Convertible Exchangeable Preferred Stock. See
                                   "Description   of  Convertible   Exchangeable
                                   Preferred Stock -- Voting Rights."

EXCHANGE  PROVISIONS  ..........   Subject to certain  conditions,  the  Company
                                   may, at its option, on any scheduled Dividend
                                   Payment Date (as defined  herein)  commencing
                                   on _______ , 2000,  exchange the  Convertible
                                   Exchangeable  Preferred  Stock,  in whole but
                                   not  in   part,   for   the   Company's   __%
                                   Convertible  Subordinated Debentures due 2012
                                   (the  "Exchange   Debentures").   Holders  of
                                   Convertible  Exchangeable  Preferred Stock so
                                   exchanged   will  be   entitled   to   $1,000
                                   principal  amount of Exchange  Debentures for
                                   each  $1,000  of  liquidation  preference  of
                                   Convertible Exchangeable



                                      S-6





                                   Preferred  Stock held by such  holders at the
                                   time of exchange  plus an amount per share in
                                   cash   equal  to  all   accrued   but  unpaid
                                   dividends  (whether or not declared)  thereon
                                   to  the  date  of   exchange.   The  Exchange
                                   Debentures   will   bear   interest   payable
                                   quarterly in arrears on , , and of each year,
                                   commencing  on the first  such  payment  date
                                   following the date of exchange.  Beginning on
                                   , 2000, at the Company's option, the Exchange
                                   Debentures will be redeemable, in whole or in
                                   part,  at the  redemption  prices  set  forth
                                   herein  plus  accrued  and  unpaid  interest.
                                   Under  certain   circumstances   involving  a
                                   Change  of  Control,  holders  will  have the
                                   right to  require  the  Company  to  purchase
                                   their Exchange Debentures at a price equal to
                                   100% of the  principal  amount  thereof  plus
                                   accrued  interest.  The  Exchange  Debentures
                                   will be convertible into Class A Common Stock
                                   on  substantially   the  same  terms  as  the
                                   Convertible  Exchangeable  Preferred Stock is
                                   convertible  into Class A Common  Stock.  The
                                   Exchange  Debentures  will be subordinated to
                                   all Senior  Debt (as defined  herein).  As of
                                   June 30, 1997,  on a pro forma  basis,  after
                                   giving   effect  to  the  Debt  Issuance  (as
                                   defined herein),  the sale of the Convertible
                                   Exchangeable  Preferred  Stock offered hereby
                                   and the  use of the  estimated  net  proceeds
                                   therefrom, the aggregate amount of the Senior
                                   Debt that would have  ranked  senior in right
                                   of payment to the Exchange  Debentures  would
                                   have been  approximately  $1.6  billion.  See
                                   "Description   of  Convertible   Exchangeable
                                   Preferred  Stock  --  Exchange   Rights"  and
                                   "Description of Exchange Debentures."

FEDERAL INCOME TAX CONSIDER
 ATIONS ......................     There  are   certain   federal   income   tax
                                   considerations     associated     with    the
                                   purchasing,  holding  and  disposing  of  the
                                   Convertible  Exchangeable  Preferred Stock or
                                   the Exchange  Debentures,  including the fact
                                   that   the    exchange     of     Convertible
                                   Exchangeable  Preferred  Stock  for  Exchange
                                   Debentures   will  be  a   taxable event. See
                                   "Certain Federal Income Tax Considerations."



                                      S-7








SINCLAIR  BROADCAST GROUP, INC. -- SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED
                                FINANCIAL DATA
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

     The  summary  historical  consolidated  financial  data for the years ended
December  31,  1992,  1993,  1994,  1995 and 1996  have  been  derived  from the
Company's audited consolidated financial statements (The "Consolidated Financial
Statements"). The Consolidated Financial Statements for the years ended December
31,  1994,  1995 and 1996 are  incorporated  herein by  reference.  The  summary
historical  consolidated  financial  data for the six months ended June 30, 1996
and 1997 and as of June 30, 1996 and 1997 are  unaudited,  but in the opinion of
management,  such  financial  data have been  prepared  on the same basis as the
Consolidated  Financial Statements  incorporated herein by reference and include
all adjustments,  consisting only of normal recurring adjustments, necessary for
a fair presentation of the financial position and results of operations for that
period.  Results  for the six  months  ended  June  30,  1996  and  1997 are not
necessarily  indicative  of the results  for a full year.  The summary pro forma
statement  of  operations  data and other data of the  Company  reflect the 1996
Acquisitions  (as defined in "Business of Sinclair --  Broadcasting  Acquisition
Strategy"), the Heritage Acquisition, and the application of the proceeds of the
issuance  of  $200,000,000  in  principal  amount  of the  Company's  9%  Senior
Subordinated Notes due 2007 (the "1997 Notes") issued on July 2, 1997 (the "Debt
Issuance"),  the issuance of $200,000,000 in liquidation amount of the Company's
115/8% High Yield Trust Offered  Preferred  Securities (the "HYTOPS")  issued on
March 14, 1997 (the  "HYTOPS  Issuance"),  and the  Preferred  and Common  Stock
Offerings and the  application  of the proceeds  thereof as set forth in "Use of
Proceeds" as though they occurred at the beginning of the periods  presented and
are derived from the pro forma consolidated  financial statements of the Company
included  elsewhere in this Prospectus  Supplement.  See "Pro Forma Consolidated
Financial Information of Sinclair" included herein. The information below should
be read in conjunction with  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations of Sinclair"  included herein and Sinclair's
Consolidated   Financial  Statements   incorporated  by  reference  herein,  and
Sinclair's Annual Report on Form 10-K (as amended) for the period ended December
31, 1996 and Sinclair's  Quarterly Report on Form 10-Q for the period ended June
30, 1997.  Included  elsewhere in this Prospectus  Supplement  under the heading
"Pro  Forma  Consolidated  Financial  Information  of  Sinclair"  are pro  forma
financial statements for the six months ended June 30, 1997.



                                                                            YEARS ENDED DECEMBER 31,
                                                        ----------------------------------------------------------------
                                                           1992         1993       1994(A)      1995(A)      1996(A)
                                                        ------------ ------------ ----------- ------------ -------------
                                                                                            
STATEMENT OF OPERATIONS DATA:
 Net broadcast revenues(c)  ...........................  $ 61,081     $ 69,532     $118,611    $187,934     $ 346,459
 Barter revenues   ....................................     8,805        6,892       10,743      18,200        32,029
                                                         --------     --------     --------    --------     ---------
 Total revenues .......................................    69,886       76,424      129,354     206,134       378,488
                                                         --------     --------     --------    --------     ---------
 Operating expenses, excluding depreciation and amor-
 tization, deferred compensation and special bonuses
 paid to executive officers ...........................    32,993       32,295       50,545      80,446       167,765
 Depreciation and amortization(d)    ..................    30,943       22,486       55,587      80,410       121,081
 Amortization of deferred compensation  ...............        --           --           --          --           739
 Special bonuses paid to executive officers   .........        --       10,000        3,638          --            --
                                                         --------     --------     --------    --------     ---------
 Broadcast operating income ...........................     5,950       11,643       19,584      45,278        88,903
                                                         --------     --------     --------    --------     ---------
 Interest and amortization of debt discount expense ...    12,997       12,852       25,418      39,253        84,314
 Interest and other income  ...........................     1,207        2,131        2,447       4,163         3,478
 Subsidiary trust minority interest expense(e)   ......        --           --           --          --            --
                                                         --------     --------     --------    --------     ---------
 Income (loss) before (provision) benefit for income
 taxes and extraordinary item  ........................  $ (5,840)    $    922     $ (3,387)   $ 10,188     $   8,067
                                                         ========     ========     ========    ========     =========
 Net income (loss) available to common sharehold-
 ers ..................................................  $ (4,651)    $ (7,945)    $ (2,740)   $     76     $   1,131
                                                         ========     ========     ========    ========     =========
 Earnings (loss) per common share:
 Net income (loss) before extraordinary item  .........  $  (0.16)    $     --     $  (0.09)   $   0.15     $    0.03
 Extraordinary item   .................................        --        (0.27)          --       (0.15)           --
                                                         --------     --------     --------    --------     ---------
 Net income (loss) per common share  ..................  $  (0.16)    $  (0.27)    $  (0.09)   $     --     $    0.03
                                                         ========     ========     ========    ========     =========
 Weighted average shares outstanding (in thousands) ...    29,000       29,000       29,000      32,205        37,381
                                                         ========     ========     ========    ========     =========
OTHER DATA:
 Broadcast cash flow(f)  ..............................  $ 28,019     $ 37,498     $ 67,519    $111,124     $ 189,216
 Broadcast cash flow margin(g)    .....................      45.9%        53.9%        56.9%       59.1%         54.6%
 Adjusted EBITDA(h)   .................................  $ 26,466     $ 35,406     $ 64,547    $105,750     $ 180,272
 Adjusted EBITDA margin(g)  ...........................      43.3%        50.9%        54.4%       56.3%         52.0%
 After tax cash flow(i)  ..............................  $  9,398     $     43     $ 21,310    $ 46,376     $  74,441
 After tax cash flow margin(g) ........................      15.4%          --%        18.0%       24.7%         21.5%
 Program contract payments  ...........................  $ 10,427     $  8,723     $ 14,262    $ 19,938     $  30,451
 Capital expenditures .................................       426          528        2,352       1,702        12,609
 Corporate overhead expense ...........................     1,553        2,092        2,972       5,374         8,944




                                                                                          DEBT AND
                                                                                     HYTOPS ISSUANCES,
                                                             SIX MONTHS ENDED      1996 ACQUISITIONS AND
                                                                 JUNE 30,           HERITAGE ACQUISITION
                                                        -------------------------- -----------------------
                                                                                    PRO FORMA YEAR ENDED
                                                          1996(A)       1997(A)      DECEMBER 31, 1996(B)
                                                        ------------- ------------ -----------------------
                                                               (UNAUDITED)
                                                                          
STATEMENT OF OPERATIONS DATA:
 Net broadcast revenues(c)  ...........................  $ 117,339     $219,701          $ 532,357
 Barter revenues   ....................................      9,571       19,870             40,179
                                                         ---------     --------          ---------
 Total revenues .......................................    126,910      239,571            572,536
                                                         ---------     --------          ---------
 Operating expenses, excluding depreciation and amor-
 tization, deferred compensation and special bonuses
 paid to executive officers ...........................     52,826      114,697            274,073
 Depreciation and amortization(d)    ..................     45,493       76,650            177,286
 Amortization of deferred compensation  ...............        506          233                933
 Special bonuses paid to executive officers   .........         --           --                 --
                                                         ---------     --------          ---------
 Broadcast operating income ...........................     28,085       47,991            120,244
                                                         ---------     --------          ---------
 Interest and amortization of debt discount expense ...     27,646       51,993            163,207
 Interest and other income  ...........................      3,172        1,087              7,753
 Subsidiary trust minority interest expense(e)   ......         --        7,007             23,250
                                                         ---------     --------          ---------
 Income (loss) before (provision) benefit for income
 taxes and extraordinary item  ........................  $   3,611     $ (9,922)         $ (58,460)
                                                         =========     ========          =========
 Net income (loss) available to common sharehold-
 ers ..................................................  $   1,511     $ (5,822)         $ (40,553)
                                                         =========     ========          =========
 Earnings (loss) per common share:
 Net income (loss) before extraordinary item  .........  $    0.04     $  (0.17)         $   (1.04)
 Extraordinary item   .................................         --           --                 --
                                                         ---------     --------          ---------
 Net income (loss) per common share  ..................  $    0.04     $  (0.17)         $   (1.04)
                                                         =========     ========          =========
 Weighted average shares outstanding (in thousands) ...     34,750       34,746             39,058
                                                         =========     ========          =========
OTHER DATA:
 Broadcast cash flow(f)  ..............................  $  65,079     $105,600          $ 257,528
 Broadcast cash flow margin(g)    .....................       55.5%        48.1%              48.4%
 Adjusted EBITDA(h)   .................................  $  62,013     $ 98,615          $ 246,278
 Adjusted EBITDA margin(g)  ...........................       52.8%        44.9%              46.3%
 After tax cash flow(i)  ..............................  $  30,441     $ 32,737          $  75,340
 After tax cash flow margin(g) ........................       26.0%        15.0%              14.2%
 Program contract payments  ...........................  $  12,071     $ 26,259          $  52,185
 Capital expenditures .................................      2,114        8,286             18,512
 Corporate overhead expense ...........................      3,066        6,985             11,250





                                                                                             DEBT AND
                                                                  DEBT AND               HYTOPS ISSUANCES,
                                                              HYTOPS ISSUANCES,         1996 ACQUISITIONS,
                                                             1996 ACQUISITIONS,        HERITAGE ACQUISITION,
                                                            HERITAGE ACQUISITION       PREFERRED AND COMMON
                                                        AND PREFERRED STOCK OFFERING    STOCK OFFERINGS(M)
                                                        ------------------------------ ----------------------
                                                              PRO FORMA YEAR ENDED DECEMBER 31, 1996(B)
                                                        -----------------------------------------------------
                                                                                 
STATEMENT OF OPERATIONS DATA:
 Net broadcast revenues(c)  ...........................           $ 532,357                  $ 532,357
 Barter revenues   ....................................              40,179                     40,179
                                                                  ---------                  ---------
 Total revenues .......................................             572,536                    572,536
                                                                  ---------                  ---------
 Operating expenses, excluding depreciation and amor-
 tization, deferred compensation and special bonuses
 paid to executive officers ...........................             274,073                    274,073
 Depreciation and amortization(d)    ..................             177,286                    177,286
 Amortization of deferred compensation  ...............                 933                        933
 Special bonuses paid to executive officers   .........                  --                         --
                                                                  ---------                  ---------
 Broadcast operating income ...........................             120,244                    120,244
                                                                  ---------                  ---------
 Interest and amortization of debt discount expense ...             153,327                    143,903
 Interest and other income  ...........................               7,753                      7,753
 Subsidiary trust minority interest expense(e)   ......              23,250                     23,250
                                                                  ---------                  ---------
 Income (loss) before (provision) benefit for income
 taxes and extraordinary item  ........................           $ (48,580)                 $ (39,156)
                                                                  =========                  =========
 Net income (loss) available to common sharehold-
 ers ..................................................           $ (44,000)                 $ (38,346)
                                                                  =========                  =========
 Earnings (loss) per common share:
 Net income (loss) before extraordinary item  .........           $   (1.13)                 $   (0.89)
 Extraordinary item   .................................                  --                         --
                                                                  ---------                  ---------
 Net income (loss) per common share  ..................           $   (1.13)                 $   (0.89)
                                                                  =========                  =========
 Weighted average shares outstanding (in thousands) ...              39,058                     43,058
                                                                  =========                  =========
OTHER DATA:
 Broadcast cash flow(f)  ..............................           $ 257,528                  $ 257,528
 Broadcast cash flow margin(g)    .....................                48.4%                      48.4%
 Adjusted EBITDA(h)   .................................           $ 246,278                  $ 246,278
 Adjusted EBITDA margin(g)  ...........................                46.3%                      46.3%
 After tax cash flow(i)  ..............................           $  81,268                  $  86,922
 After tax cash flow margin(g) ........................                15.3%                      16.3%
 Program contract payments  ...........................           $  52,185                  $  52,185
 Capital expenditures .................................              18,512                     18,512
 Corporate overhead expense ...........................              11,250                     11,250



                          (Continued on following page)


                                      S-8





                                                                       AS OF DECEMBER 31,                            AS OF
                                               ------------------------------------------------------------------  JUNE 30,
                                                   1992       1993         1994(A)      1995(A)       1996(A)       1997(A)
                                               ---------- ------------ ------------ ------------- --------------- ------------
                                                                                                                  (UNAUDITED)
                                                                                                
BALANCE SHEET AND CASH
 FLOW DATA:
 Cash and cash equivalents  .................. $ 1,823     $  18,036   $   2,446     $  112,450    $      2,341   $   2,740
 Total assets   .............................. 140,366       242,917     399,328        605,272       1,707,297   1,762,505
 Total debt(j)  .............................. 110,659       224,646     346,270        418,171       1,288,147   1,175,783
 Company Obligated Mandatorily Re-
  deemable Security of Subsidiary
  Trust Holding Solely KDSM Senior
  Debentures(k) ..............................      --            --          --             --              --     200,000
 Total stockholders' equity (deficit)   ......  (3,127)      (11,024)    (13,723)        96,374         237,253     232,638
 Cash flows from operating activities(l) .....   5,235        11,230      20,781         55,909          68,970      42,483
 Cash flows from investing activities(l) .....  (1,051)        1,521    (249,781)      (119,243)     (1,011,897)   (112,429)
 Cash flows from financing activities(l) .....  (3,741)        3,462     213,410        173,338         832,818      70,345


     NOTES TO SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

(a)  The Company made  acquisitions in 1994, 1995, 1996 and the first six months
     of  1997  as  described  in the  footnotes  to the  Consolidated  Financial
     Statements  incorporated  herein by reference.  The statement of operations
     data  and  other  data  presented  for  periods   preceding  the  dates  of
     acquisitions  do not include amounts for these  acquisitions  and therefore
     are not comparable to subsequent periods.  Additionally, the years in which
     the specific  acquisitions  occurred may not be  comparable  to  subsequent
     periods depending on when during the year the acquisition occurred.

(b)  The pro forma  information  in this table  reflects the pro forma effect of
     the  Debt  Issuance,  the  HYTOPS  Issuance,  the  1996  Acquisitions,  the
     completion of the Heritage  Acquisition and the completion of the Preferred
     Stock Offering and the Common Stock Offering.  See "Pro Forma  Consolidated
     Financial  Information of Sinclair" included elsewhere herein. The Heritage
     Acquisition is subject to a number of conditions customary for acquisitions
     of broadcasting properties. See "-- Recent Developments."

(c)  Net  broadcast  revenues  are defined as  broadcast  revenues net of agency
     commissions.

(d)  Depreciation  and  amortization  includes  amortization of program contract
     costs and net realizable value  adjustments,  depreciation and amortization
     of  property  and  equipment,   and  amortization  of  acquired  intangible
     broadcasting  assets and other assets  including  amortization  of deferred
     financing costs and costs related to excess syndicated programming.

(e)  Subsidiary trust minority interest expense  represents the distributions on
     the HYTOPS.

(f)  "Broadcast  cash  flow" is  defined  as  broadcast  operating  income  plus
     corporate  overhead  expense,  special bonuses paid to executive  officers,
     depreciation and amortization (including film amortization and amortization
     of deferred  compensation  and excess  syndicated  programming),  less cash
     payments for program contract rights.  Cash program payments represent cash
     payments  made  for  current  program   payables  and  do  not  necessarily
     correspond to program usage. Special bonuses paid to executive officers are
     considered non-recurring expenses. The Company has presented broadcast cash
     flow data,  which the Company  believes are comparable to the data provided
     by other companies in the industry,  because such data are commonly used as
     a measure of performance for broadcast companies.  However,  broadcast cash
     flow does not purport to represent cash provided by operating activities as
     reflected in the Company's consolidated  statements of cash flows, 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.

(g)  "Broadcast  cash flow margin" is defined as broadcast  cash flow divided by
     net broadcast  revenues.  "Adjusted  EBITDA  margin" is defined as Adjusted
     EBITDA divided by net broadcast  revenues.  "After tax cash flow margin" is
     defined as after tax cash flow divided by net broadcast revenues.

(h)  "Adjusted EBITDA" is defined as broadcast cash flow less corporate overhead
     expense  and is a  commonly  used  measure  of  performance  for  broadcast
     companies.  Adjusted  EBITDA does not purport to represent cash provided by
     operating activities as reflected in the Company's consolidated  statements
     of cash flows,  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.

(i)  "After tax cash flow" is defined as net income (loss) plus depreciation and
     amortization  (excluding  film  amortization),   amortization  of  deferred
     compensation,  and the  deferred tax  provision  (or minus the deferred tax
     benefit).  After  tax  cash  flow is  presented  here not as a  measure  of
     operating  results  and does not  purport to  represent  cash  provided  by
     operating  activities.  After tax cash flow  should  not be  considered  in
     isolation  or as a  substitute  for  measures  of  performance  prepared in
     accordance with generally accepted accounting principles.  (notes continued
     on following page)

                                      S-9





(j)  "Total debt" is defined as long-term debt, net of unamortized discount, and
     capital lease obligations, including current portion thereof. In 1992 total
     debt  included  warrants  outstanding  which were  redeemable  outside  the
     control of the  Company.  The  warrants  were  purchased by the Company for
     $10,400 in 1993.  Total debt as of December 31, 1993  included  $100,000 in
     principal  amount of the 1993 Notes (as defined  herein),  the  proceeds of
     which were held in escrow to provide a source of financing for acquisitions
     that were subsequently  consummated in 1994 utilizing  borrowings under the
     Bank Credit  Agreement.  $100,000 of the 1993 Notes was  redeemed  from the
     escrow in the first quarter of 1994. Total debt does not include the HYTOPS
     or the Company's preferred stock.

(k)  Company  Obligated  Mandatorily  Redeemable  Security of  Subsidiary  Trust
     Holding  Solely  KDSM  Senior  Debentures   represents  $200,000  aggregate
     liquidation value of the HYTOPS.

(l)  These  items  are  financial  statement   disclosures  in  accordance  with
     generally  accepted  accounting  principles  and are also  presented in the
     Company's  consolidated  financial  statements  incorporated  by  reference
     herein.

(m)  There  can  be  no  assurance  that  the  Common  Stock  Offering  will  be
     consummated.  The  completion  of  the  Preferred  Stock  Offering  is  not
     conditioned upon the completion of the Common Stock Offering.



                                      S-10






         HISTORICAL AND PRO FORMA RATIOS OF EARNINGS TO FIXED CHARGES
            AND OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

     The Company's consolidated ratios of earnings to fixed charges and earnings
to fixed charges and preferred  dividends for each of the periods  indicated are
set forth below:



                                                                                                    SIX MONTHS ENDED
                                                             YEARS ENDED DECEMBER 31,                   JUNE 30,
                                                   ---------------------------------------------   ------------------
                                                   1992     1993      1994     1995      1996       1996        1997
                                                   ------   -------   ------   -------   -------   ----------   -----
                                                                                                      (UNAUDITED)
                                                                                           
Ratio of earnings to fixed charges(a)  .........   --       1.1 x     --       1.3 x     1.1 x          --      --
Ratio of earnings to fixed charges and preferred
 stock dividends(a)  ...........................   --       1.1 x     --       1.3 x     1.1 x        1.1 x     --
                                                   ==       =====     ==       =====     =====      ======      ==


- ----------

(a) Earnings  were  inadequate  to  cover  fixed  charges  and  preferred  stock
    dividends  for the years ended  December 31, 1992 and 1994,  and for the six
    months  ended June 30,  1997.  Additional  earnings of $5,840,  $3,387,  and
    $9,922  would have been  required to cover fixed  charges in the years ended
    December  31,  1992 and  1994,  and the six  months  ended  June  30,  1997,
    respectively.

     Earnings  were  inadequate  to cover  fixed  charges for the pro forma year
ended  December  31,  1996  after  giving  effect  to (i) the  Debt  and  HYTOPS
Issuances,  1996 Acquisitions and Heritage  Acquisition,  (ii) such transactions
and consummation of the Preferred Stock Offering and (iii) such transactions and
consummation of the Preferred and Common Stock Offerings as if each  transaction
had  occurred on January 1, 1996;  additional  earnings of $58,460,  $48,580 and
$39,156,  respectively,  would have been required to cover fixed charges for the
pro forma year ended December 31, 1996.

     Earnings  were  inadequate  to cover  fixed  charges  for the pro forma six
months  ended  June 30,  1997  after  giving  effect to (i) the Debt and  HYTOPS
Issuances, and the Heritage Acquisition, (ii) such transactions and consummation
of the Preferred Stock Offering and (iii) such  transactions and consummation of
the Preferred and Common Stock Offerings as if each  transaction had occurred on
January  1,  1997;   additional  earnings  of  $22,063,   $17,123  and  $12,411,
respectively,  would have been required to cover fixed charges for the pro forma
six months ended June 30, 1997.

                                      S-11







                                USE OF PROCEEDS

     The  proceeds  to  the  Company  from  the  Preferred   Stock  Offering  as
contemplated  hereby (net of  underwriting  discounts  and  commissions  and the
estimated  expenses of the Offering) are  estimated to be  approximately  $145.1
million ($167.0 million, if the Underwriter's over-allotment option is exercised
in  full).  Concurrently  with  this  Offering,  the  Company  and  the  Selling
Stockholders are conducting the Common Stock Offering, the net proceeds of which
to the Company are estimated to be  approximately  $137.1  million at an assumed
price of $36 per share (the closing price for the Class A Common Stock on August
21,  1997)  (such  offering  along  with  the  Preferred  Stock  Offering,   the
"Offerings").  There can be no assurance  that the Common Stock Offering will be
consummated.  The completion of the Preferred  Stock Offering is not conditioned
upon completion of the Common Stock  Offering.  The Company will not receive any
of the net  proceeds  from  the sale of  Class A  Common  Stock  by the  Selling
Stockholders in the Common Stock Offering.  A portion of the net proceeds to the
Company from the Offerings will be used to repay existing  borrowings  under the
Company's  revolving credit facility under the Bank Credit Agreement (as defined
herein).  These  borrowings,  which  total  $14  million  as of the date of this
Prospectus Supplement, bear interest at the rate of 8.5% per annum and were used
for general corporate purposes.  After such debt repayment, the Company may make
additional  borrowings  under the revolving  credit  facility until December 31,
2004.  The  remainder  of the net  proceeds  to the Company  from the  Offerings
($268.2  million if both of the Offerings  are  completed and $131.1  million if
only the Preferred  Stock Offering is completed) will be retained by the Company
for general corporate purposes including funding the Heritage Acquisition, which
is anticipated to close in the first quarter of 1998, and other  acquisitions if
suitable acquisitions can be identified on acceptable terms.



                                      S-12





                                 CAPITALIZATION

     The  following  table  sets  forth,  as of June 30,  1997,  (a) the  actual
capitalization of the company,  (b) the pro forma  capitalization of the Company
as adjusted to reflect the consummation of the Debt Issuance consummated on July
2, 1997 and the Heritage Acquisition as if such transaction had occurred on June
30, 1997 (c) the pro forma  capitalization of the Company as adjusted to reflect
the items in (b) and the Preferred  Stock  Offering at an offering  price of $50
per share and the  application  of the estimated  net proceeds  therefrom as set
forth in "Use of Proceeds" as if such transactions had occurred on June 30, 1997
and (d) the pro forma  capitalization  of the Company as adjusted to reflect the
items noted in (b) and (c) and the Common Stock Offering at an assumed  offering
price of $36 per share (the closing  price of the Class A Common Stock on August
21, 1997) and the  application  of the estimated  net proceeds  therefrom as set
forth in "Use of  Proceeds"  as if such  transactions  had  occurred on June 30,
1997. The  information  set forth below should be read in conjunction  with "Pro
Forma Consolidated  Financial Information of Sinclair" located elsewhere in this
Prospectus  Supplement and the historical  Consolidated  Financial Statements of
the Company incorporated herein by reference.




                                                                                      JUNE 30, 1997
                                                           --------------------------------------------------------------------
                                                                                  (DOLLARS IN THOUSANDS)
                                                                                        DEBT ISSUANCE,      DEBT ISSUANCE,
                                                                                           HERITAGE      HERITAGE ACQUISITION,
                                                                        DEBT ISSUANCE     ACQUISITION        PREFERRED AND
                                                                         AND HERITAGE    AND PREFERRED          COMMON
                                                             ACTUAL      ACQUISITION    STOCK OFFERING    STOCK OFFERINGS(A)
                                                           ------------ --------------- ---------------- ----------------------
                                                                                             
Cash and cash equivalents   .............................. $   2,740      $   35,740      $   35,740          $   35,740
                                                           ==========     ==========      ==========          ==========
Current portion of long-term debt ........................ $  66,881      $   66,881      $   66,881          $   66,881
                                                           ==========     ==========      ==========          ==========
Long-term debt:
 Commercial bank financing  .............................. $ 697,000      $1,104,500      $  959,425          $  822,345
 Notes and capital leases payable to affiliates  .........    11,872          11,872          11,872              11,872
 Capital leases ..........................................        30              30              30                  30
 Senior subordinated notes  ..............................   400,000         600,000         600,000             600,000
                                                           ----------     ----------      ----------          ----------
                                                           1,108,902       1,716,402       1,571,327           1,434,247
                                                           ----------     ----------      ----------          ----------
Company Obligated Mandatorily Redeemable Security
 of Subsidiary Trust Holding Solely KDSM Senior
 Debentures  .............................................   200,000         200,000         200,000             200,000
                                                           ----------     ----------      ----------          ----------
Stockholders' equity (deficit):
 Series B Preferred  Stock,  $.01 par value,  10,000,000  shares  authorized and
  1,106,608 shares issued and
  outstanding   ..........................................        11              11              11                  11
 Series D Convertible Exchangeable Preferred Stock,
  $.01 par value, 3,450,000 shares authorized and
  3,000,000 shares issued and outstanding post Pre-
  ferred Stock Offering ..................................        --              --              30                  30
 Class A Common Stock, $.01 par value, 100,000,000
  shares authorized and 7,100,188 shares issued and
  outstanding; 11,100,188 shares issued and outstand-
  ing, post Common Stock Offering ........................        71              71              71                 111
 Class B Common Stock, $.01 par value, 35,000,000
  shares authorized and 27,591,581 shares issued and
  outstanding   ..........................................       277             277             277                 277
 Additional paid-in capital    ...........................   234,812         234,812         379,857             516,897
 Additional paid-in capital -- deferred compensation .....      (896)           (896)           (896)               (896)
 Additional paid-in capital -- equity put options   ......    23,117          23,117          23,117              23,117
 Accumulated deficit  ....................................   (24,754)        (24,754)        (24,754)            (24,754)
                                                           ----------     ----------      ----------          ----------
  Total stockholders' equity   ...........................   232,638         232,638         377,713             514,793
                                                           ----------     ----------      ----------          ----------
   Total capitalization  ................................. $1,541,540     $2,149,040      $2,149,040          $2,149,040
                                                           ==========     ==========      ==========          ==========


- ----------

(a)  There  can  be  no  assurance  that  the  Common  Stock  Offering  will  be
     consummated.  The  completion  of  the  Preferred  Stock  Offering  is  not
     conditioned upon the completion of the Common Stock Offering.



                                      S-13





            PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF SINCLAIR

     The following Pro Forma  Consolidated  Financial Data include the unaudited
pro  forma  consolidated  balance  sheet as of June 30,  1997  (the  "Pro  Forma
Consolidated Balance Sheet") and the unaudited pro forma consolidated  statement
of operations for the year ended December 31, 1996 and the six months ended June
30, 1997 (the "Pro Forma Consolidated  Statement of Operations").  The unaudited
Pro Forma  Consolidated  Balance  Sheet is  adjusted  to give effect to the Debt
Issuance, the Heritage Acquisition,  the Preferred Stock Offering and the Common
Stock Offering as if they occurred on June 30, 1997 and assuming  application of
the proceeds of the Preferred  Stock  Offering and the Common Stock  Offering as
set forth in "Use of  Proceeds"  above.  The  unaudited  Pro Forma  Consolidated
Statement of Operations for the year ended December 31, 1996 is adjusted to give
effect to the 1996  Acquisitions,  the HYTOPS Issuance,  the Debt Issuance,  the
Heritage Acquisition, the Preferred Stock Offering and the Common Stock Offering
as if each occurred at the beginning of such period and assuming  application of
the proceeds of the Preferred  Stock  Offering and the Common Stock  Offering as
set forth in "Use of Proceeds." The unaudited Pro Forma  Consolidated  Statement
of Operations  for the six months ended June 30, 1997 is adjusted to give effect
to the HYTOPS Issuance,  the Debt Issuance,  the Heritage  Acquisition,  and the
Preferred  Stock  Offering and the Common Stock  Offering as if each occurred at
the  beginning  of such period and assuming  application  of the proceeds of the
Preferred  Stock  Offering and the Common Stock Offering as set forth in "Use of
Proceeds." The pro forma  adjustments  are based upon available  information and
certain  assumptions  that the Company  believes are  reasonable.  The Pro Forma
Consolidated  Financial  Data should be read in  conjunction  with the Company's
Consolidated Financial Statements as of and for the year ended December 31, 1996
and related  notes  thereto,  the  Company's  unaudited  consolidated  financial
statements for the six months ended June 30, 1997 and related notes thereto, the
historical  financial data of Flint T.V., Inc., the historical financial data of
Superior  Communications,  Inc., the historical financial data of KSMO and WSTR,
the  historical  financial  data  of  River  City  Broadcasting,  L.P.  and  the
historical  financial  data of Heritage  Media  Services,  Inc. --  Broadcasting
Segment,  all of which have been filed  with the  Commission  as part of (i) the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 1996 (as
amended), together with the report of Arthur Andersen LLP, independent certified
public  accountants;  (ii) the Company's  Quarterly  Report on Form 10-Q for the
quarter ended June 30, 1997; or (iii) the Company's  Current Reports on Form 8-K
and Form 8-K/A filed May 10,  1996,  May 13, 1996,  May 17, 1996,  May 29, 1996,
August  30,  1996,  September  5, 1996 and  August  26,  1997,  each of which is
incorporated  by reference into this  Prospectus  Supplement.  The unaudited Pro
Forma Consolidated Financial Data do not purport to represent what the Company's
results of operations or financial position would have been had any of the above
events  occurred on the dates  specified or to project the Company's  results of
operations or financial position for or at any future period or date.



                                      S-14





                        SINCLAIR BROADCAST GROUP, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                              AS OF JUNE 30, 1997
                            (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)




                                                                                                                       DEBT
                                                                                                                     ISSUANCE
                                                                CONSOLIDATED         DEBT            HERITAGE      AND HERITAGE
                                                                 HISTORICAL       ISSUANCE(A)     ACQUISITION(B)   ACQUISITION
                                                                -------------- ------------------ ---------------- -------------
                            ASSETS
                                                                                                       
CURRENT ASSETS:
 Cash and cash equivalents ....................................  $    2,740     $     33,000 (e)                    $   35,740
 Accounts receivable, net of allowance for doubtful accounts        102,093                                            102,093
 Current portion of program contract costs   ..................      34,768                       $        926          35,694
 Prepaid expenses and other current assets   ..................       4,054                                              4,054
 Deferred barter costs  .......................................       4,267                              2,218           6,485
 Deferred tax asset  ..........................................       8,188                                              8,188
                                                                 ----------                                         ----------
   Total current assets .......................................     156,110           33,000             3,144         192,254
PROGRAM CONTRACT COSTS, less current portion ..................      30,778                                712          31,490
LOANS TO OFFICERS AND AFFILIATES ..............................      11,241                                             11,241
PROPERTY AND EQUIPMENT, net   .................................     156,681                             22,022         178,703
NON-COMPETE AND CONSULTING AGREEMENTS, net   ..................       2,250                                              2,250
OTHER ASSETS   ................................................      71,970            4,500 (f)                        76,470
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net ..................   1,333,475                            545,969       1,879,444
                                                                 ----------                       ------------      ----------
   Total Assets   .............................................  $1,762,505     $     37,500      $    571,847      $2,371,852
                                                                 ==========     ============      ============      ==========
LIABILITIES AND
          STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable .............................................  $    5,310                                         $    5,310
 Accrued liabilities ..........................................      39,023                                             39,023
 Current portion of long-term liabilities-
  Notes payable and commercial bank financing   ...............      65,500                                             65,500
  Capital leases payable   ....................................          11                                                 11
  Notes and capital leases payable to affiliates   ............       1,370                                              1,370
  Program contracts payable   .................................      49,766                       $      1,096          50,862
 Deferred barter revenues  ....................................       4,458                                              4,458
                                                                 ----------                                         ----------
   Total current liabilities  .................................     165,438                              1,096         166,534
LONG-TERM LIABILITIES:
  Notes payable and commercial bank financing   ...............   1,097,000     $     37,500 (g)       570,000 (h)   1,704,500
  Capital leases payable   ....................................          30                                                 30
  Notes and capital leases payable to affiliates   ............      11,872                                             11,872
  Program contracts payable   .................................      46,670                                751          47,421
  Other long-term liabilities .................................       4,960                                              4,960
                                                                 ----------                                         ----------
   Total liabilities ..........................................   1,325,970           37,500           571,847       1,935,317
                                                                 ----------     ------------      ------------      ----------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES  ...............       3,897                                              3,897
                                                                 ----------                                         ----------
COMPANY OBLIGATED MANDATORILY REDEEMABLE SE-
 CURITY OF SUBSIDIARY TRUST HOLDING SOLELY KDSM
 SENIOR DEBENTURES   ..........................................     200,000                                            200,000
                                                                 ----------                                         ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Series B Preferred Stock    .................................          11                                                 11
  Series D Convertible Exchangeable Preferred Stock   .........          --                                                 --
  Class A Common Stock  .......................................          71                                                 71
  Class B Common Stock  .......................................         277                                                277
  Additional paid-in capital  .................................     234,812                                            234,812
  Additional paid-in capital - deferred compensation  .........        (896)                                              (896)
  Additional paid-in capital - equity put options  ............      23,117                                             23,117
  Accumulated deficit   .......................................     (24,754)                                           (24,754)
                                                                 ----------                                         ----------
   Total stockholders' equity .................................     232,638                                            232,638
                                                                 ----------                                         ----------
   Total Liabilities and Stockholders' Equity   ...............  $1,762,505     $     37,500      $    571,847      $2,371,852
                                                                 ==========     ============      ============      ==========



                          (Continued on following page)

                                      S-15




                        SINCLAIR BROADCAST GROUP, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                              AS OF JUNE 30, 1997
                            (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)




                                                                                                                           DEBT     
                                                                                            DEBT                         ISSUANCE,  
                                                                                          ISSUANCE,                      HERITAGE   
                                                             DEBT                         HERITAGE                     ACQUISITION, 
                                                            ISSUANCE      PREFERRED   ACQUISITION, AND      COMMON     PREFERRED AND
                                                          AND HERITAGE      STOCK      PREFERRED STOCK      STOCK      COMMON STOCK 
                                                           ACQUISITION   OFFERING(C)      OFFERING       OFFERING(D)   OFFERINGS(D) 
                                                          -------------- ------------ ------------------ ------------- -------------
                                                                                                                  
ASSETS                                                                                                                              
CURRENT ASSETS:                                                                                                                     
 Cash and cash equivalents ..............................  $   35,740                    $    35,740                    $    35,740 
 Accounts receivable, net of allowance for doubtful ac-                                                                             
  counts ................................................     102,093                        102,093                        102,093 
 Current portion of program contract costs   ............      35,694                         35,694                         35,694 
 Prepaid expenses and other current assets   ............       4,054                          4,054                          4,054 
 Deferred barter costs  .................................       6,485                          6,485                          6,485 
 Deferred tax asset  ....................................       8,188             --           8,188                          8,188 
                                                           ----------     ----------     -----------                    ----------- 
   Total current assets .................................     192,254                        192,254                        192,254 
PROGRAM CONTRACT COSTS, less current portion                   31,490                         31,490                         31,490 
LOANS TO OFFICERS AND AFFILIATES ........................      11,241                         11,241                         11,241 
PROPERTY AND EQUIPMENT, net   ...........................     178,703                        178,703                        178,703 
NON-COMPETE AND CONSULTING AGREEMENTS, net ..............       2,250                          2,250                          2,250 
OTHER ASSETS   ..........................................      76,470                         76,470                         76,470 
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net ............   1,879,444             --       1,879,444              --      1,879,444 
                                                           ----------     ----------     -----------      ----------    ----------- 
   Total Assets   .......................................  $2,371,852     $              $ 2,371,852      $             $ 2,371,852 
                                                           ==========     ==========     ===========      ==========    =========== 
         LIABILITIES AND                                                                                                            
       STOCKHOLDERS' EQUITY                                                                                                         
CURRENT LIABILITIES:                                                                                                                
 Accounts payable .......................................  $    5,310                    $     5,310                    $     5,310 
 Accrued liabilities ....................................      39,023                         39,023                         39,023 
 Current portion of long-term liabilities-                                                                                          
  Notes payable and commercial bank financing   .........      65,500                         65,500                         65,500 
  Capital leases payable   ..............................          11                             11                             11 
  Notes and capital leases payable to affiliates   ......       1,370                          1,370                          1,370 
  Program contracts payable   ...........................      50,862                         50,862                         50,862 
 Deferred barter revenues  ..............................       4,458             --           4,458              --          4,458 
                                                           ----------     ----------     -----------      ----------    ----------- 
   Total current liabilities  ...........................     166,534                        166,534                        166,534 
LONG-TERM LIABILITIES:                                                                                                              
  Notes payable and commercial bank financing   .........   1,704,500     $ (145,075)      1,559,425      $ (137,080)     1,422,345 
  Capital leases payable   ..............................          30                             30                             30 
  Notes and capital leases payable to affiliates   ......      11,872                         11,872                         11,872 
  Program contracts payable   ...........................      47,421                         47,421                         47,421 
  Other long-term liabilities ...........................       4,960                          4,960                          4,960 
                                                           ----------                    -----------                    ----------- 
   Total liabilities ....................................   1,935,317       (145,075)      1,790,242        (137,080)     1,653,162 
                                                           ----------     ----------     -----------      ----------    ----------- 
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES ..........       3,897                          3,897                          3,897 
                                                           ----------                    -----------                    ----------- 
COMPANY OBLIGATED MANDATORILY RE-                                                                                                   
 DEEMABLE SECURITY OF SUBSIDIARY                                                                                                    
 TRUST HOLDING SOLELY KDSM SENIOR DE                                                                                                
 BENTURES ...............................................     200,000                        200,000                        200,000 
                                                           ----------                    -----------                    ----------- 
COMMITMENTS AND CONTINGENCIES                                                                                                       
STOCKHOLDERS' EQUITY:                                                                                                               
  Series B Preferred Stock    ...........................          11                             11                             11 
  Series D Convertible Exchangeable Preferred Stock .....          --             30              30                             30 
  Class A Common Stock  .................................          71                             71              40            111 
  Class B Common Stock  .................................         277                            277                            277 
  Additional paid-in capital  ...........................     234,812        145,045         379,857         137,040        516,897 
  Additional paid-in capital - deferred compensation.....        (896)                          (896)                          (896)
  Additional paid-in capital - equity put options  ......      23,117                         23,117                         23,117 
  Accumulated deficit   .................................     (24,754)                       (24,754)                       (24,754)
                                                           ----------                    -----------                    ----------- 
   Total stockholders' equity ...........................     232,638        145,075         377,713         137,080        514,793 
                                                           ----------     ----------     -----------      ----------    ----------- 
   Total Liabilities and Stockholders' Equity   .........  $2,371,852     $       --     $ 2,371,852      $       --    $ 2,371,852 
                                                           ==========     ==========     ===========      ==========    =========== 


                                    S-16




                 NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET


(a)  To reflect the proceeds of the Debt Issuance  consummated  on July 2, 1997,
     net of $4,500 of  underwriting  discounts  and  commissions  and  estimated
     expenses and the application of the proceeds therefrom.

(b)  The  Heritage  Acquisition  column  reflects  the  assets  and  liabilities
     acquired in  connection  with the  $630,000  purchase of Heritage  less the
     $60,000  divestiture  of the Heritage  television  station KOKH in Oklahoma
     City,  Oklahoma  which is  required  pursuant to the  Heritage  Acquisition
     Agreements  and with respect to which the Company has entered into a letter
     of intent.  The Heritage  Acquisition  is subject to a number of conditions
     customary for  acquisitions  of  broadcasting  properties.  Total  acquired
     intangibles are calculated as follows:




                                                                                      HERITAGE
                                                            HERITAGE      KOKH        ACQUISITION
                                                            ----------   ----------   ------------
                                                                             
Purchase Price ..........................................                               $630,000
 Add:
   Liabilities acquired--
   Current portion of program contracts payable .........     $ 1,552    $  (456)          1,096
   Long-term portion of program contracts payable  ......         860       (109)            751
 Less:
   Assets acquired--
   Current portion of program contract costs ............       1,603       (677)            926
   Deferred barter costs   ..............................       2,496       (278)          2,218
   Program contract costs, less current portion .........       1,266       (554)            712
   Property and equipment  ..............................      27,524     (5,502)         22,022
   Sale of KOKH   .......................................                                 60,000
                                                                                        ---------
   Acquired intangibles .................................                               $545,969
                                                                                        =========



(c)  To reflect the  proceeds of the  Preferred  Stock  Offering  (at an assumed
     offering price of $50 per share),  net of $4,925 of underwriting  discounts
     and commissions and estimated  expenses and the application of the proceeds
     therefrom as set forth in "Use of Proceeds."

(d)  To  reflect  the  proceeds  of the  Common  Stock  Offering  (at an assumed
     offering  price of $36 per share,  the closing  price of the Class A Common
     Stock on August 21,  1997),  net of $6,920 of  underwriting  discounts  and
     commissions  and  estimated  expenses and the  application  of the proceeds
     therefrom as set forth in "Use of Proceeds." There can be no assurance that
     the Common  Stock  Offering  will be  consummated.  The  completion  of the
     Preferred  Stock  Offering is not  conditioned  upon the  completion of the
     Common Stock Offering.

(e)  To record the increase in cash and cash equivalents  resulting from the net
     proceeds of the Debt  Issuance  after giving effect to the repayment of the
     revolving credit facility under the Bank Credit Agreement as follows:


     Offering proceeds .......................................... $ 200,000
     Underwriting discounts, commissions and estimated expenses      (4,500)
     Repayment of revolving credit facility under the Bank Credit
     Agreement   ................................................  (162,500)
                                                                  ----------
     Pro forma adjustment ....................................... $  33,000
                                                                  ==========


(f)  To record underwriting  discounts and commissions and estimated expenses of
     $4,500.

(g)  To reflect the increase in  indebtedness  resulting  from the Debt Issuance
     after giving effect to the repayment of the revolving credit facility under
     the Bank Credit Agreement as follows:


     Indebtedness incurred   ....................................  $  200,000
     Repayment of revolving credit facility under the Bank Credit
     Agreement   ................................................    (162,500)
                                                                   ----------
     Pro forma adjustment .......................................  $   37,500
                                                                   ==========


(h)  To reflect the incurrence of $570,000 of bank financing in connection  with
     the Heritage Acquisition.


                                      S-17




                        SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                     FOR THE YEAR ENDED DECEMBER 31, 1996
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)



                                                                                      SUPERIOR
                                                      CONSOLIDATED      FLINT      COMMUNICATIONS
                                                       HISTORICAL    TV, INC.(A)   GROUP, INC.(B)    KSMO(C)
                                                      -------------- ------------- ---------------- ----------
                                                                                        
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions ..............................................  $  346,459       $1,012         $4,431       $ 7,694
 Revenues realized from station barter arrangements..      32,029                                     2,321
                                                       ----------                                   --------
  Total revenues ....................................     378,488        1,012          4,431        10,015
                                                       ----------       -------        ------       --------
OPERATING EXPENSES:
 Program and production   ...........................      66,652          101            539         1,550
 Selling, general and administrative  ...............      75,924          345          2,002         2,194
 Expenses realized from barter arrangements .........      25,189                                     2,276
 Amortization of program contract costs and net
 realizable value adjustments   .....................      47,797          125            736           601
 Amortization of deferred compensation   ............         739
 Depreciation and amortization of property and
 equipment    .......................................      11,711            4            373           374
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   .................................      58,530                         529
 Amortization of excess syndicated programming ......       3,043
                                                       ----------
  Total operating expenses   ........................     289,585          575          4,179         6,995
                                                       ----------       -------        ------       --------
  Broadcast operating income (loss)   ...............      88,903          437            252         3,020
                                                       ----------       -------        ------       --------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense..     (84,314)                       (457)         (823)
 Interest income ....................................       3,136
 Subsidiary trust minority interest expense .........
 Other income (expense)   ...........................         342           19              4             7
                                                       ----------       -------        ------       --------
  Income (loss) before provision (benefit) for
  income taxes   ....................................       8,067          456           (201)        2,204
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................       6,936
                                                       ----------
NET INCOME (LOSS)   .................................  $    1,131       $  456         $ (201)      $ 2,204
                                                       ==========       =======        ======       ========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS ..  $    1,131
                                                       ==========
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................  $     0.03
                                                       ==========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES
 OUTSTANDING ........................................      37,381
                                                       ==========





                                                                         RIVER CITY(E)                         1996
                                                                  ----------------------------              ACQUISITION
                                                       WSTR(D)    RIVER CITY        WSYX       WYZZ(F)      ADJUSTMENTS
                                                      ----------- ------------ --------------- --------- ------------------
                                                                                          
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions .............................................. $  7,488    $  86,869     $ (10,783)       $1,838
 Revenues realized from station barter arrangements..    1,715
                                                      ---------
  Total revenues ....................................    9,203       86,869       (10,783)        1,838
                                                      ---------   ----------    ----------      -------
OPERATING EXPENSES:
 Program and production   ...........................      961       10,001          (736)          214
 Selling, general and administrative  ...............    2,173       39,786        (3,950)          702  $      (3,577)(h)
 Expenses realized from barter arrangements .........    1,715
 Amortization of program contract costs and net
 realizable value adjustments   .....................    1,011        9,721          (458)          123
 Amortization of deferred compensation   ............                                                              194 (i)
 Depreciation and amortization of property and
 equipment    .......................................      284        6,294        (1,174)            6           (943)(j)
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   .................................       39       14,041        (3,599)            3          4,034 (k)
 Amortization of excess syndicated programming ......
  Total operating expenses   ........................    6,183       79,843        (9,917)        1,048           (292)
                                                      ---------   ----------    ----------      -------  -------------
  Broadcast operating income (loss)   ...............    3,020        7,026          (866)          790            292
                                                      ---------   ----------    ----------      -------  -------------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense..   (1,127)     (12,352)                                   (17,409)(l)
 Interest income ....................................       15          195                                     (1,636)(m)
 Subsidiary trust minority interest expense .........
 Other income (expense)   ...........................                  (149)             (8)
                                                                  ----------    ----------
  Income (loss) before provision (benefit) for
  income taxes   ....................................    1,908       (5,280)         (874)          790        (18,753)
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................                                                           (7,900)(n)
                                                                                                         -------------
NET INCOME (LOSS)   ................................. $  1,908    $  (5,280)    $    (874)       $  790  $     (10,853)
                                                      =========   ==========    ==========      =======  =============
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS...
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES
 OUTSTANDING ........................................





                                                                                                 DEBT ISSUANCE,
                                                           HYTOPS               DEBT             HYTOPS ISSUANCE
                                                          ISSUANCE            ISSUANCE        AND 1996 ACQUISITIONS
                                                      ------------------ -------------------- ----------------------
                                                                                     
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions ..............................................                                              $   445,008
 Revenues realized from station barter arrangements..                                                   36,065
                                                                                                   -----------
  Total revenues ....................................                                                  481,073
                                                                                                   -----------
OPERATING EXPENSES:
 Program and production   ...........................                                                   79,282
 Selling, general and administrative  ...............                                                  115,599
 Expenses realized from barter arrangements .........                                                   29,180
 Amortization of program contract costs and net
 realizable value adjustments   .....................                                                   59,656
 Amortization of deferred compensation   ............                                                      933
 Depreciation and amortization of property and
 equipment    .......................................                                                   16,929
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   ................................. $         500 (p)  $          450 (s)             74,527
 Amortization of excess syndicated programming ......                                                    3,043
                                                                                                   -----------
  Total operating expenses   ........................           500                 450                379,149
                                                      -------------      -------------             -----------
  Broadcast operating income (loss)   ...............          (500)               (450)               101,924
                                                      -------------      -------------             -----------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense..        11,820 (q)         (18,000) (t)          (122,662)
 Interest income ....................................                                                    1,710
 Subsidiary trust minority interest expense .........       (23,250)(r)                                (23,250)
 Other income (expense)   ...........................                                                      215
                                                                                                   -----------
  Income (loss) before provision (benefit) for
  income taxes   ....................................       (11,930)            (18,450)               (42,063)
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................        (4,772)(n)          (7,380)(n)            (13,116)
                                                      -------------      -------------             -----------
NET INCOME (LOSS)   ................................. $      (7,158)     $      (11,070)           $   (28,947)
                                                      =============      =============             ===========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES
 OUTSTANDING ........................................


                          (Continued on following page)

                                      S-18



                        SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                     FOR THE YEAR ENDED DECEMBER 31, 1996
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)



                                                                                               HERITAGE(G)
                                                                     DEBT ISSUANCE,      -----------------------
                                                                    HYTOPS ISSUANCE
                                                                 AND 1996 ACQUISITIONS    HERITAGE      KOKH
                                                                 ----------------------- ------------ ----------
                                                                                             
REVENUES:
 Station broadcast revenues, net of agency commissions    ......      $   445,008        $  95,302    $(7,953)
 Revenues realized from station barter arrangements ............           36,065            4,292       (178)
                                                                      -----------        ----------   --------
  Total revenues   .............................................          481,073           99,594     (8,131)
                                                                      -----------        ----------   --------
OPERATING EXPENSES:
 Program and production  .......................................           79,282           20,089     (1,871)
 Selling, general and administrative    ........................          115,599           31,916     (1,722)
 Expenses realized from barter arrangements   ..................           29,180            3,478        (70)
 Amortization of program contract costs and net realizable
 value adjustments .............................................           59,656            3,165     (1,208)
 Amortization of deferred compensation  ........................              933
 Depreciation and amortization of property and equipment .......           16,929            5,472     (1,022)
 Amortization of acquired intangible broadcasting assets, non-
 compete and consulting agreements and other assets ............           74,527            8,460       (367)
 Amortization of excess syndicated programming   ...............            3,043
                                                                      -----------
  Total operating expenses  ....................................          379,149           72,580     (6,260)
                                                                      -----------        ----------   --------
  Broadcast operating income (loss)  ...........................          101,924           27,014     (1,871)
                                                                      -----------        ----------   --------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense ............         (122,662)         (17,949)     1,025
 Gain on sale of station .......................................                             6,031
 Interest income   .............................................            1,710
 Subsidiary trust minority interest expense   ..................          (23,250)
 Other income (expense)  .......................................              215             (203)
                                                                      -----------        ----------
  Income (loss) before provision (benefit) for income taxes.....          (42,063)          14,893       (846)
PROVISION (BENEFIT) FOR INCOME
 TAXES    ......................................................          (13,116)           7,853       (466)
                                                                      -----------        ----------   --------
NET INCOME (LOSS)  .............................................      $   (28,947)       $   7,040    $  (380)
                                                                      ===========        ==========   ========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   ................................................
NET INCOME (LOSS) PER COMMON AND COMMON
 EQUIVALENT SHARE  .............................................
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING    ..............................





                                                                                          DEBT ISSUANCE,
                                                                      HERITAGE           HYTOPS ISSUANCE,        PREFERRED
                                                                     ACQUISITION      1996 ACQUISITIONS AND        STOCK
                                                                     ADJUSTMENTS       HERITAGE ACQUISITION       OFFERING
                                                                 -------------------- ----------------------- -----------------
                                                                                                     
REVENUES:
 Station broadcast revenues, net of agency commissions    ......                         $    532,357
 Revenues realized from station barter arrangements ............                               40,179
                                                                                         ------------
  Total revenues   .............................................                              572,536
                                                                                         ------------
OPERATING EXPENSES:
 Program and production  .......................................                               97,500
 Selling, general and administrative    ........................  $     (1,808) (u)           143,985
 Expenses realized from barter arrangements   ..................                               32,588
 Amortization of program contract costs and net realizable
 value adjustments .............................................                               61,613
 Amortization of deferred compensation  ........................                                  933
 Depreciation and amortization of property and equipment .......          (900)(v)             20,479
 Amortization of acquired intangible broadcasting assets, non-
 compete and consulting agreements and other assets ............         9,531 (w)             92,151
 Amortization of excess syndicated programming   ...............                                3,043
                                                                                         ------------
  Total operating expenses  ....................................         6,823                452,292
                                                                  -----------            ------------
  Broadcast operating income (loss)  ...........................        (6,823)               120,244
                                                                  -----------            ------------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense ............       (23,621)(x)           (163,207)         $    9,880 (y)
 Gain on sale of station .......................................                                6,031
 Interest income   .............................................                                1,710
 Subsidiary trust minority interest expense   ..................                              (23,250)
 Other income (expense)  .......................................                                   12
                                                                                         ------------
  Income (loss) before provision (benefit) for income taxes            (30,444)               (58,460)              9,880
PROVISION (BENEFIT) FOR INCOME
 TAXES    ......................................................       (12,178)(n)            (17,907)              3,952 (n)
                                                                  -----------            ------------          ----------
NET INCOME (LOSS)  .............................................  $    (18,266)          $    (40,553)         $    5,928
                                                                  ===========            ============          ==========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   ................................................                         $    (40,553)
                                                                                         ============
NET INCOME (LOSS) PER COMMON AND COMMON
 EQUIVALENT SHARE  .............................................                         $      (1.04)
                                                                                         ============
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING    ..............................                               39,058 (o)
                                                                                         ============





                                                                                                             DEBT ISSUANCE,
                                                                    DEBT ISSUANCE,                          HYTOPS ISSUANCE,
                                                                   HYTOPS ISSUANCE,                        1996 ACQUISITIONS,
                                                                  1996 ACQUISITIONS,                      HERITAGE ACQUISITION,
                                                                 HERITAGE ACQUISITION        COMMON           PREFERRED AND
                                                                  AND PREFERRED STOCK        STOCK            COMMON STOCK
                                                                       OFFERING           OFFERING(MM)        OFFERINGS(MM)
                                                                 ---------------------- ----------------- ----------------------
                                                                                                 
REVENUES:
 Station broadcast revenues, net of agency commissions    ......    $    532,357                            $     532,357
 Revenues realized from station barter arrangements ............          40,179                                   40,179
                                                                    ------------                            ------------
  Total revenues   .............................................         572,536                                  572,536
                                                                    ------------                            ------------
OPERATING EXPENSES:
 Program and production  .......................................          97,500                                   97,500
 Selling, general and administrative    ........................         143,985                                  143,985
 Expenses realized from barter arrangements   ..................          32,588                                   32,588
 Amortization of program contract costs and net realizable
 value adjustments .............................................          61,613                                   61,613
 Amortization of deferred compensation  ........................             933                                      933
 Depreciation and amortization of property and equipment .......          20,479                                   20,479
 Amortization of acquired intangible broadcasting assets, non-
 compete and consulting agreements and other assets ............          92,151                                   92,151
 Amortization of excess syndicated programming   ...............           3,043                                    3,043
                                                                    ------------                            ------------
  Total operating expenses  ....................................         452,292                                  452,292
                                                                    ------------                            ------------
  Broadcast operating income (loss)  ...........................         120,244                                  120,244
                                                                    ------------                            ------------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense ............        (153,327)        $    9,424 (z)          (143,903)
 Gain on sale of station .......................................           6,031                                    6,031
 Interest income   .............................................           1,710                                    1,710
 Subsidiary trust minority interest expense   ..................         (23,250)                                 (23,250)
 Other income (expense)  .......................................              12                                       12
                                                                    ------------                            ------------
  Income (loss) before provision (benefit) for income taxes.....         (48,580)             9,424               (39,156)
PROVISION (BENEFIT) FOR INCOME
 TAXES    ......................................................         (13,955)             3,770 (n)           (10,185)
                                                                    ------------         ----------         ------------
NET INCOME (LOSS)  .............................................    $    (34,625)        $    5,654         $     (28,971)
                                                                    ============         ==========         ============
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   ................................................    $    (44,000)                           $     (38,346)
                                                                    ============                            ============
NET INCOME (LOSS) PER COMMON AND COMMON
 EQUIVALENT SHARE  .............................................    $      (1.13)                           $       (0.89)
                                                                    ============                            ============
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING    ..............................          39,058 (o)                               43,058 (aa)
                                                                    ============                            ============


                                      S-19



                        SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                    FOR THE SIX MONTHS ENDED JUNE 30, 1997
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)



                                                                                                             HERITAGE(G)
                                                 CONSOLIDATED         HYTOPS              DEBT         ------------------------
                                                                                                    
                                                  HISTORICAL      ISSUANCE           ISSUANCE           HERITAGE       KOKH
                                                  -------------   -----------------  ----------------- ---------   --------
REVENUES:
 Station broadcast revenues, net of agency
 commissions   .................................  $  219,701                                           $ 46,451     $ (3,706)
 Revenues realized from station barter ar-
 rangements ....................................      19,870                                              2,430         (125)
                                                  ----------                                           ---------    --------
  Total revenues  ..............................     239,571                                             48,881       (3,831)
                                                  ----------                                           ---------    --------
OPERATING EXPENSES:
 Program and production ........................      46,760                                             15,313       (1,150)
 Selling, general and administrative   .........      51,634                                              9,447         (784)
 Expenses realized from station barter ar-
 rangements ....................................      16,303                                              1,849          (62)
 Amortization of program contract costs and
 net realizable value adjustments   ............      30,918                                                824         (297)
 Amortization of deferred compensation .........         233
 Depreciation and amortization of property
 and equipment    ..............................       8,340                                              2,819         (445)
 Amortization of acquired intangible broad-
 casting assets, non-compete and consult-
 ing agreements and other assets ...............      37,392    $          88 (bb)  $         225 (ee)    4,174         (184)
                                                  ----------    ------------        ------------       ---------    --------
  Total operating expenses .....................     191,580               88                 225        34,426       (2,922)
                                                  ----------    ------------        ------------       ---------    --------
  Broadcast operating income (loss) ............      47,991              (88)               (225)       14,455         (909)
                                                  ----------    ------------        ------------       ---------    --------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount
 expense .......................................     (51,993)           2,894 (cc)         (9,000)(ff)   (9,979)         425
 Gain of sale of station   .....................                                                          9,401
 Interest income  ..............................       1,040
 Subsidiary trust minority interest expense ....      (7,007)          (4,618)(dd)
 Other income  .................................          47                                                (98)
                                                  ----------                                           ---------
  Income (loss) before provision (bene-
  fit) for income taxes ........................      (9,922)          (1,812)             (9,225)       13,779         (484)
PROVISION (BENEFIT) FOR INCOME
 TAXES   .......................................      (4,100)            (725)(n)          (3,690)(n)     7,262         (369)
                                                  ----------    ------------        ------------       ---------    --------
NET INCOME (LOSS) ..............................  $   (5,822)   $      (1,087)      $      (5,535)     $  6,517     $   (115)
                                                  ==========    ============        ============       =========    ========
NET LOSS AVAILABLE TO COMMON
 STOCKHOLDERS  .................................  $   (5,822)
                                                  ==========
NET LOSS PER COMMON AND COMMON EQUIVALENT SHARE.  $    (0.17)
                                                  ==========
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING  ...........................      34,746
                                                  ==========





                                                      HERITAGE             DEBT ISSUANCE,            PREFERRED
                                                     ACQUISITION           HYTOPS ISSUANCE             STOCK
                                                                                        
                                                  ADJUSTMENTS         AND HERITAGE ACQUISITION     OFFERING
                                                  ------------------- --------------------------   ----------------
REVENUES:
 Station broadcast revenues, net of agency
 commissions   .................................                              $ 262,446
 Revenues realized from station barter ar-
 rangements ....................................                                 22,175
                                                                              ---------
  Total revenues  ..............................                                284,621
                                                                              ---------
OPERATING EXPENSES:
 Program and production ........................                                 60,923
 Selling, general and administrative   ......... $         (883) (gg)            59,414
 Expenses realized from station barter ar-
 rangements ....................................                                 18,090
 Amortization of program contract costs and
 net realizable value adjustments   ............                                 31,445
 Amortization of deferred compensation .........                                    233
 Depreciation and amortization of property
 and equipment    ..............................           (450) (hh)            10,264
 Amortization of acquired intangible broad-
 casting assets, non-compete and consult-
 ing agreements and other assets ...............          4,964 (ii)             46,659
                                                 -------------                ---------
  Total operating expenses .....................          3,631                 227,028
                                                 -------------                ---------
  Broadcast operating income (loss) ............         (3,631)                 57,593
                                                 -------------                ---------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount
 expense .......................................        (10,768) (jj)           (78,421)          $     4,940 (kk)
 Gain of sale of station   .....................                                  9,401
 Interest income  ..............................                                  1,040
 Subsidiary trust minority interest expense ....                                (11,625)
 Other income  .................................                                    (51)
                                                                              ---------
  Income (loss) before provision (bene-
  fit) for income taxes ........................        (14,399)                (22,063)                4,940
PROVISION (BENEFIT) FOR INCOME
 TAXES   .......................................         (5,760) (n)             (7,382)                1,976 (n)
                                                 -------------                ---------           ----------
NET INCOME (LOSS) .............................. $       (8,639)              $ (14,681)          $     2,964
                                                 =============                =========           ==========
NET LOSS AVAILABLE TO COMMON
 STOCKHOLDERS  .................................                              $ (14,681)
                                                                              =========
NET LOSS PER COMMON AND COMMON EQUIVALENT SHARE                               $   (0.42)
                                                                              =========
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING  ...........................                                 34,769
                                                                              =========





                                                                                              DEBT ISSUANCE,
                                                    DEBT ISSUANCE,                           HYTOPS ISSUANCE,
                                                   HYTOPS ISSUANCE,                        HERITAGE ACQUISITION,
                                                 HERITAGE ACQUISITION        COMMON            PREFERRED AND
                                                     AND PREFERRED            STOCK            COMMON STOCK
                                                                                  
                                                    STOCK OFFERING        OFFERING(MM)         OFFERINGS(MM)
                                                 ---------------------- ------------------ ----------------------
REVENUES:
 Station broadcast revenues, net of agency
 commissions   .................................       $ 262,446                             $     262,446
 Revenues realized from station barter ar-
 rangements ....................................          22,175                                    22,175
                                                       ---------                             ------------
  Total revenues  ..............................         284,621                                   284,621
                                                       ---------                             ------------
OPERATING EXPENSES:
 Program and production ........................          60,923                                    60,923
 Selling, general and administrative   .........          59,414                                    59,414
 Expenses realized from station barter ar-
 rangements ....................................          18,090                                    18,090
 Amortization of program contract costs and
 net realizable value adjustments   ............          31,445                                    31,445
 Amortization of deferred compensation .........             233                                       233
 Depreciation and amortization of property
 and equipment    ..............................          10,264                                    10,264
 Amortization of acquired intangible broad-
 casting assets, non-compete and consult-
 ing agreements and other assets ...............          46,659                                    46,659
                                                       ---------                             ------------
  Total operating expenses .....................         227,028                                   227,028
                                                       ---------                             ------------
  Broadcast operating income (loss) ............          57,593                                    57,593
                                                       ---------                             ------------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount
 expense .......................................         (73,481)        $     4,712 (ll)          (68,769)
 Gain of sale of station   .....................           9,401                                     9,401
 Interest income  ..............................           1,040                                     1,040
 Subsidiary trust minority interest expense ....         (11,625)                                  (11,625)
 Other income  .................................             (51)                                      (51)
                                                       ---------                             ------------
  Income (loss) before provision (bene-
  fit) for income taxes .........................        (17,123)              4,712               (12,411)
PROVISION (BENEFIT) FOR INCOME
 TAXES   .......................................          (5,406)              1,884 (n)            (3,522)
                                                       ---------         ----------          ------------
NET INCOME (LOSS) ..............................       $ (11,717)        $     2,880         $      (8,889)
                                                       =========         ==========          ============
NET LOSS AVAILABLE TO COMMON
 STOCKHOLDERS  .................................       $ (16,405)                            $     (13,577)
                                                       =========                             ============
NET LOSS PER COMMON AND COMMON EQUIVALENT SHARE.       $   (0.47)                            $       (0.35)
                                                       =========                             ============
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING  ...........................          34,769                                    38,769 (aa)
                                                       =========                             ============


                                      S-20



                        SINCLAIR BROADCAST GROUP, INC.
            NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                            (DOLLARS IN THOUSANDS)

(a)  The Flint T.V., Inc. ("Flint-TV") column reflects the results of operations
     for WSMH for the period from January 1, 1996 to February 28, 1996, the date
     the Flint Acquisition was consummated.

(b)  The Superior  Communications  Group,  Inc.  column  reflects the results of
     operations for Superior for the period from January 1, 1996 to May 7, 1996,
     the date the Superior Acquisition was consummated.

(c)  The KSMO  column  reflects  the results of  operations  for the period from
     January 1, 1996 to June 30, 1996 as the transaction was consummated in July
     1996.

(d)  The WSTR  column  reflects  the results of  operations  for the period from
     January 1, 1996 to July 31,  1996 as the  transaction  was  consummated  in
     August 1996.

(e)  The River City column  reflects  the results of  operations  for River City
     (including KRRT, Inc.) for the period from January 1, 1996 to May 31, 1996,
     the date the  River  City  Acquisition  was  consummated.  The WSYX  column
     removes  the  results of WSYX from the results of River City for the period
     as the Company has not yet  acquired  WSYX.  See  "Business  of Sinclair --
     Broadcasting Acquisition Strategy."

(f)  The WYZZ  column  reflects  the results of  operations  for the period from
     January  1,  1996  to  June  30,  1996  as  the  purchase  transaction  was
     consummated in July 1996.

(g)  The Heritage  column reflects the results of operations for the period from
     January 1, 1996 to December  31, 1996 for the year ended  December 31, 1996
     Pro  Forma  Consolidated   Statement  of  Operations  and  the  results  of
     operations for the period from January 1, 1997 to June 30, 1997 for the six
     months ended June 30, 1997 Pro Forma Consolidated  Statement of Operations.
     The KOKH  column  removes  the results of KOKH from the results of Heritage
     for both periods to reflect the sale of KOKH, which is required pursuant to
     the Heritage  Acquisition  Agreements and with respect to which the Company
     has  entered  into a letter of intent.  See  "Business  of Sinclair -- 1997
     Acquisitions."

(h)  To adjust River City operating expenses for non-recurring LMA payments made
     to KRRT,  Inc.  for KRRT,  Inc.  debt  service and to adjust River City and
     Superior  operating  expenses for employment  contracts and other corporate
     overhead expenses not assumed at the time of the 1996 Acquisitions.

(i)  To  record  compensation  expense  related  to  options  granted  under the
     Company's Long-Term Incentive Plan:


                                                               YEAR ENDED
                                                              DECEMBER 31,
                                                                  1996
                                                              -------------
     Compensation expense related to the Long-Term Incentive
     Plan on a pro forma basis  ..............................    $  933
     Less: Compensation expense recorded by the Company re-
     lated to the Long-Term Incentive Plan ...................      (739)
                                                                  ------
                                                                  $  194
                                                                  ======


(j)  To record  depreciation  expense  related to acquired  tangible  assets and
     eliminate depreciation expense recorded by Flint-TV,  Superior, KSMO, WSTR,
     River City and WYZZ from the period of January 1, 1996  through the date of
     acquisition.  Tangible assets are to be depreciated over lives ranging from
     5 to 29.5 years, calculated as follows:





                                                                      YEAR ENDED
                                                                   DECEMBER 31, 1996
                                                           ---------------------------------
                                                           FLINT-TV   SUPERIOR      KSMO
                                                           ---------- ---------- -----------
                                                                        
   Depreciation expense on acquired tangible assets    ...  $ 32       $  315     $   240
   Less: Depreciation expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ    .........      (4)      (373)       (374)
                                                            -----      ------     -------
   Pro forma adjustment  .................................  $ 28       $  (58)    $  (134)
                                                            =====      ======     =======



                                                             WSTR    RIVER CITY      WYZZ       TOTAL
                                                           --------- ------------ ----------- -----------
                                                                                  
   Depreciation expense on acquired tangible assets    ... $  507     $   3,965    $ 159      $  5,218
   Less: Depreciation expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ    .........   (284)       (5,120)        (6)     (6,161)
                                                           -------    ---------    ------     ---------
   Pro forma adjustment  ................................. $  223     $  (1,155)   $ 153      $   (943)
                                                           =======    =========    ======     =========



(k)  To record  amortization  expense related to acquired  intangible assets and
     deferred  financing costs and eliminate  amortization  expense  recorded by
     Flint-TV,  Superior,  KSMO,  WSTR,  River  City and WYZZ from the period of
     January 1, 1996 through date of  acquisition.  Intangible  assets are to be
     amortized over lives ranging from 1 to 40 years, calculated as follows:




                                                                   YEAR ENDED
                                                                DECEMBER 31, 1996
                                                          -----------------------------
                                                          FLINT-TV   SUPERIOR    KSMO
                                                          ---------- ---------- -------
                                                                       
   Amortization expense on acquired intangible assets       $ 167     $   827     $ 180
   Deferred financing costs   ...........................
   Less: Amortization expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ   .........      --        (529)       --
                                                            ------    -------    ------
   Pro forma adjustment    ..............................   $ 167     $   298     $ 180
                                                            ======    =======    ======



                                                           WSTR   RIVER CITY     WYZZ        TOTAL
                                                          ------- ------------ ---------- ------------
                                                                              
   Amortization expense on acquired intangible assets     $ 285   $  12,060     $ 99      $  13,618
   Deferred financing costs   ...........................             1,429                   1,429
   Less: Amortization expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ   .........  (39)     (10,442)        (3)     (11,013)
                                                          -----   ----------    -----     ----------
   Pro forma adjustment    .............................. $ 246   $   3,047     $ 96      $   4,034
                                                          =====   ==========    =====     ==========



                                      S-21




(l)  To  record  interest  expense  for the  year  ended  December  31,  1996 on
     acquisition  financing  relating  to  Superior  of $59,850  (under the Bank
     Credit  Agreement  at 8.0% for four  months),  KSMO and WSTR of $10,425 and
     $7,881,  respectively (both under the Bank Credit Agreement at 8.0% for six
     months),  River City  (including  KRRT) of $868,300  (under the Bank Credit
     Agreement  at 8.0% for five  months)  and of $851  for  hedging  agreements
     related to the River  City  financing  and WYZZ of $20,194  (under the Bank
     Credit  Agreement at 8.0% for six months) and  eliminate  interest  expense
     recorded. No interest expense has been recorded for Flint-TV as it has been
     assumed  that the  proceeds  from  the 1995  Notes  were  used to  purchase
     Flint-TV.




                                                                                      YEAR ENDED
                                                                                   DECEMBER 31, 1996
                                                       -------------------------------------------------------------------------
                                                        SUPERIOR     KSMO       WSTR     RIVER CITY      WYZZ         TOTAL
                                                       ----------- --------- ----------- ------------ ----------- --------------
                                                                                                
   Interest expense adjustment as noted above   ...... $ (1,596)    $  (417)  $  (315)    $ (29,032)   $  (808)    $  (32,168)
   Less: Interest expense recorded by Superior, KSMO,
    WSTR, River City and WYZZ ........................      457         823     1,127        12,352         --         14,759
                                                       ---------    -------   -------     ---------    -------     ----------
   Pro forma adjustment    ........................... $ (1,139)    $   406   $   812     $ (16,680)   $  (808)    $  (17,409)
                                                       =========    =======   =======     =========    =======     ==========



(m)  To  eliminate  interest  income for the year  ended  December  31,  1996 on
     proceeds  from the sale of the 1995  Notes due to  assumed  utilization  of
     excess cash for the  following  acquisitions:  Flint-TV,  KSMO and WSTR and
     WYZZ of $34,400  (with a commercial  bank at 5.7% for two months),  $10,425
     and $7,881 (both with a commercial bank at 5.7% for six months) and $20,194
     (with a commercial bank at 5.7% for six months).




                                                                                  YEAR ENDED
                                                                               DECEMBER 31, 1996
                                                      -------------------------------------------------------------------
                                                      FLINT-TV     KSMO      WSTR    RIVER CITY     WYZZ       TOTAL
                                                      ---------- --------- --------- ------------ --------- -------------
                                                                                          
   Interest income adjustment as noted above   ......  $  (327)  $ (297)   $ (226)     $    --    $ (576)    $  (1,426)
   Less: Interest income recorded by Flint-TV, KSMO,
    WSTR, River City and WYZZ   .....................       --       --       (15)        (195)       --          (210)
                                                       -------   -------   -------     -------    -------    ---------
   Pro forma adjustment   ...........................  $  (327)  $ (297)   $ (241)     $  (195)   $ (576)    $  (1,636)
                                                       =======   =======   =======     =======    =======    =========


(n)  To record tax provision (benefit) at the applicable statutory tax rates.

(o)  Weighted  average shares  outstanding on a pro forma basis assumes that the
     1,150,000  shares of Series B Preferred  Stock were  converted to 4,181,818
     shares of Class A Common Stock and the  Company's  Incentive  Stock Options
     and Long-Term  Incentive Plan Options were  outstanding as of the beginning
     of the period.

(p)  To record  amortization  expense on other assets that relates to the HYTOPS
     Issuance for one year ($6,000 over 12 years).

(q)  To  record  the  net  interest  expense   reduction  for  1996  related  to
     application  of the HYTOPS  Issuance  proceeds to the  outstanding  balance
     under the  revolving  credit  facility  offset by an increase in commitment
     fees for the available but unused portion of the revolving  credit facility
     for the year ended December 31, 1996.


                                                                                       
     Interest on adjusted borrowing on the revolving credit facility ..................    $ 12,600
     Commitment fee on available but unused borrowings of $250,000 of revolving credit
      facility at 1/2 of 1% for 12 months .............................................      (1,250)
     Commitment fee on available borrowings recorded by the Company  ..................         470
                                                                                           --------
     Pro forma adjustment  ............................................................    $ 11,820
                                                                                           ========




(r)  To record  subsidiary  trust minority  interest  expense for the year ended
     December 31, 1996 ($200,000 aggregate liquidation value of HYTOPS).

(s)  To record amortization expense on other assets for one year ($4,500 over 10
     years). See note (f) of notes to Pro Forma Consolidated Balance Sheet.

(t)  To record interest expense on the 1997 Notes for one year ($200,000 at 9%).

(u)  To adjust Heritage operating expenses for corporate overhead expenses which
     the Company does not expect to incur upon its  consummation of the Heritage
     Acquisition on a going-forward basis.

(v)  To record  depreciation  expense  related to  acquired  tangible  assets of
     $3,550 and eliminate  depreciation  expense of $4,450 recorded by Heritage.
     Tangible  assets are to be  depreciated  over lives  ranging from 5 to 29.5
     years.

(w)  To record  amortization  expense related to acquired  intangible  assets of
     $17,624 and eliminate  amortization expense of $8,093 recorded by Heritage.
     Intangible  assets  are to be  amortized  over lives  ranging  from 1 to 40
     years.

(x)  To record interest expense on acquisition  financing of $570,000 (under the
     Bank Credit  Agreement at 71/4%),  net of $780 of  commitment  fees for the
     available  but  unused  portion  of  the  revolving  credit  facility,  and
     eliminated interest expense of $16,924 recorded by Heritage.

(y)  To record the interest expense  reduction of $10,518 related to application
     of the Preferred Stock Offering  proceeds to the outstanding  balance under
     the revolving  credit  facility offset by an increase in commitment fees of
     $638 for the available but unused portion of the revolving credit facility.

(z)  To record the interest  expense  reduction of $9,938 related to application
     of the Common Stock Offering proceeds to the outstanding  balance under the
     revolving  credit facility offset by an increase in commitment fees of $514
     for the available but unused portion of the revolving credit facility.

                                      S-22



(aa) Weighted  average shares  outstanding on a pro forma basis assumes that the
     4,000,000  shares of Class A Common  Stock to be issued in the Common Stock
     Offering were outstanding as of the beginning of the period.

(bb) To record  amortization  expense on other  assets  that  resulted  from the
     HYTOPS Issuance for six months ($6,000 over 12 years).


     Amortization expense on other assets  ...............    $  250
     Amortization expense recorded by the Company   ......      (162)
                                                              ------
     Pro forma adjustment   ..............................    $   88
                                                              ======

(cc) To  record  the  net  interest  expense   reduction  for  1997  related  to
     application  of the HYTOPS  Issuance  proceeds to the  outstanding  balance
     under the  revolving  credit  facility  offset by an increase in commitment
     fees for the available but unused portion of the revolving  credit facility
     for the quarter ended June 30, 1997.


                                                                                       
     Interest on adjusted borrowing on the revolving credit facility    ...............    $3,235
     Commitment fee on available but unused borrowings of $250,000 of revolving credit
      facility at 1/2 of 1% for six months   ..........................................      (625)
     Commitment fee on available borrowings recorded by the Company  ..................       284
                                                                                           ------
     Pro forma adjustment  ............................................................    $2,894
                                                                                           ======




(dd) To record  subsidiary trust minority interest expense for the quarter ended
     June 30, 1997 ($200,000 aggregate liquidation value HYTOPS).


                                                                                         
     Subsidiary trust minority interest expense for six months   ........................    $ (11,625)
     Subsidiary trust minority interest expense made by the Company during the quarter   .       7,007
                                                                                             ---------
     Pro forma adjustment ...............................................................    $  (4,618)
                                                                                             =========




(ee) To record amortization  expense on other assets for six months ($4,500 over
     10 years). See note (f) of notes to Pro Forma Consolidated Balance Sheet.

(ff) To record  interest  expense on the 1997 Notes for six months  ($200,000 at
     9%).

(gg) To adjust Heritage operating expenses for corporate overhead expenses which
     the Company does not expect to incur upon its  consummation of the Heritage
     Acquisition on a going-forward basis.

(hh) To record  depreciation  expenses  related to acquired  tangible  assets of
     $1,775 and eliminate  depreciation  expense of $2,225 recorded by Heritage.
     Tangible  assets are to be  depreciated  over lives  ranging from 5 to 29.5
     years.

(ii) To record  amortization  expense related to acquired  intangible  assets of
     $8,954 and eliminate  amortization  expense of $3,990 recorded by Heritage.
     Intangible  assets  are to be  amortized  over lives  ranging  from 1 to 40
     years.

(jj) To record interest expense on acquisition  financing of $570,000 (under the
     Bank Credit  Agreement at 71/4%),  net of $341 of  commitment  fees for the
     available  but  unused  portion  of  the  revolving  credit  facility,  and
     eliminate interest expense of $9,554 recorded by Heritage.

(kk) To record the interest  expense  reduction of $5,259 related to application
     of the Common Stock Offering proceeds to the outstanding  balance under the
     revolving  credit facility offset by an increase in commitment fees of $319
     for the available but unused portion of the revolving credit facility.

(ll) To record the interest  expense  reduction of $4,969 related to application
     of the Preferred Stock Offering  proceeds to the outstanding  balance under
     the revolving  credit  facility offset by an increase in commitment fees of
     $257 for the available but unused portion of the revolving credit facility.

(mm) There  can  be  no  assurance  that  the  Common  Stock  Offering  will  be
     consummated.  The  completion  of  the  Preferred  Stock  Offering  is  not
     conditioned upon the completion of the Common Stock Offering.



                                      S-23



                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SINCLAIR


INTRODUCTION


     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has pending  acquisitions of four  additional  television
stations,  and has pending  acquisitions of the right to provide  programming to
two additional stations. The Company believes it is also one of the top 20 radio
groups in the United States, when measured by the total number of radio stations
owned,  programmed or with which the Company has Joint Sales Agreements  (JSAs).
The Company owns or provides  sales services to 27 radio  stations,  has pending
acquisitions  of 24 radio  stations,  and has  options to acquire an  additional
seven radio stations.

     The  operating  revenues of the Company are derived from local and national
advertisers and, to a much lesser extent, from television network  compensation.
The  Company's  primary  operating  expenses  involved in owning,  operating  or
programming  the television  and radio  stations are  syndicated  program rights
fees, commissions on revenues, employee salaries,  news-gathering and promotion.
Amortization  and  depreciation of costs  associated with the acquisition of the
stations and interest  carrying  charges are significant  factors in determining
the Company's overall profitability.

     Set forth below are the principal types of broadcast  revenues  received by
the Company's stations for the periods indicated and the percentage contribution
of each type to the Company's total gross broadcast revenues:

                              BROADCAST REVENUES
                            (DOLLARS IN THOUSANDS)




                                                                YEARS ENDED DECEMBER 31,
                                     ------------------------------------------------------------------------------
                                               1994                       1995                       1996
                                     ------------------------   ------------------------   ------------------------
                                                                                       
Local/regional advertising  ......   $ 67,881         48.6%     $ 104,299        47.5%     $ 199,029        49.4%
National advertising  ............     69,374         49.6       113,678         51.7       191,449         47.6
Network compensation  ............        302          0.2           442          0.2         3,907          1.0
Political advertising ............      1,593          1.1           197          0.1         6,972          1.7
Production   .....................        696          0.5         1,115          0.5         1,142          0.3
                                     ---------      ------      ---------      ------      ---------      ------
Broadcast revenues ...............    139,846        100.0%      219,731        100.0%      402,499        100.0%
                                                    ======                     ======                     ======
Less: agency commissions .........    (21,235)                   (31,797)                   (56,040)
                                     ---------                  ---------                  ---------
Broadcast revenues, net  .........    118,611                    187,934                    346,459
Barter revenues ..................     10,743                     18,200                     32,029
                                     ---------                  ---------                  ---------
Total revenues  ..................   $ 129,354                  $ 206,134                  $ 378,488
                                     =========                  =========                  =========



     The  Company's   primary  types  of  programming   and  their   approximate
percentages  of 1996 net broadcast  revenues were network  programming  (14.1%),
children's   programming  (7.4%)  and  other  syndicated   programming  (56.7%).
Similarly,  the Company's  three largest  categories  of  advertising  and their
approximate  percentages of 1996 net broadcast revenues were automotive (17.4%),
fast food advertising  (9.2%) and movies (5.5%). No other  advertising  category
accounted for more than 5% of the  Company's net broadcast  revenues in 1996. No
individual  advertiser  accounted  for  more  than  5% of any  of the  Company's
individual station's net broadcast revenues in 1996.


                                      S-24



     The following  table sets forth certain  operating  data of the Company for
the years ended  December 31, 1994,  1995 and 1996 and the six months ended June
30, 1996 and 1997:


                                 OPERATING DATA
                            (DOLLARS IN THOUSANDS)



                                                                                                         SIX MONTHS
                                                               YEARS ENDED DECEMBER 31,                ENDED JUNE 30,
                                                      ------------------------------------------ ---------------------------
                                                          1994           1995          1996          1996          1997
                                                      -------------- ------------- ------------- ------------- -------------
                                                                                                
Net broadcast revenues ..............................  $  118,611     $ 187,934     $ 346,459     $ 117,339     $ 219,701
Barter revenues  ....................................      10,743        18,200        32,029         9,571        19,870
                                                       ----------     ---------     ---------     ---------     ---------
Total revenues   ....................................     129,354       206,134       378,488       126,910       239,571
                                                       ----------     ---------     ---------     ---------     ---------
Operating expenses, excluding depreciation and
 amortization and special bonuses paid to executive
 officers  ..........................................      50,545        80,446       167,765        52,826       114,697
Depreciation and amortization   .....................      55,587        80,410       118,038        45,493        76,650
Amortization of deferred compensation ...............          --            --           739           506           233
Amortization of excess syndicated programming  ......          --            --         3,043            --            --
Special bonuses to executive officers ...............       3,638            --            --            --            --
                                                       ----------     ---------     ---------     ---------     ---------
Broadcast operating income   ........................  $   19,584     $  45,278     $  88,903     $  28,085     $  47,991
                                                       ==========     =========     =========     =========     =========
BROADCAST CASH FLOW (BCF) DATA:
Television BCF   ....................................  $   67,519     $ 111,124     $ 175,212     $  63,309     $  98,032
Radio BCF  ..........................................          --            --        14,004         1,770         7,568
                                                       ----------     ---------     ---------     ---------     ---------
Consolidated BCF (a)   ..............................  $   67,519     $ 111,124     $ 189,216     $  65,079     $ 105,600
                                                       ==========     =========     =========     =========     =========
Television BCF margin  ..............................        56.9%         59.1%         56.7%         56.3%         51.2%
Radio BCF margin ....................................          --            --          37.3%         36.4%         26.7%
Consolidated BCF margin (b)  ........................        56.9%         59.1%         54.6%         55.5%         48.1%
OTHER DATA:
Adjusted EBITDA(c)  .................................  $   64,547     $ 105,750     $ 180,272     $  62,013     $  98,615
Adjusted EBITDA margin (b)   ........................        54.4%         56.3%         52.0%         52.8%         44.9%
After-tax cash flow (d)   ...........................  $   21,310     $  46,376     $  74,441     $  30,441     $  32,737
Program contract payments ...........................      14,262        19,938        30,451        12,071        26,259
Corporate expense   .................................       2,972         5,374         8,944         3,066         6,985


- ----------

(a)  "Consolidated BCF" is defined as broadcast  operating income plus corporate
     overhead expenses, special bonuses paid to executive officers, depreciation
     and amortization  (including film amortization and amortization of deferred
     compensation  and excess  syndicated  programming),  less cash payments for
     program contract rights. Cash program payments represent cash payments made
     for current program  payables and do not necessarily  correspond to program
     usage.   Special   bonuses  paid  to  executive   officers  are  considered
     non-recurring expenses. The Company has presented broadcast cash flow data,
     which the Company  believes are  comparable  to the data  provided by other
     companies in the industry, because such data are commonly used as a measure
     of performance for broadcast companies.  However, Consolidated BCF does not
     purport to represent cash provided by operating  activities as reflected in
     the  Company's  consolidated  statements  of cash flow, 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.

(b)  "Consolidated  BCF margin" is defined as broadcast cash flow divided by net
     broadcast revenues.  "Adjusted EBITDA margin" is defined as Adjusted EBITDA
     divided by net broadcast revenues.

(c)  "Adjusted EBITDA" is defined as broadcast cash flow less corporate expenses
     and is a commonly  used measure of  performance  for  broadcast  companies.
     Adjusted  EBITDA does not purport to represent  cash  provided by operating
     activities  as reflected in the Company's  consolidated  statements of cash
     flows, 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.

(d)  "After-tax cash flow" is defined as net income (loss) plus depreciation and
     amortization  (excluding  film  amortization),   amortization  of  deferred
     compensation,  and the  deferred tax  provision  (or minus the deferred tax
     benefit).  After-tax  cash  flow is  presented  here  not as a  measure  of
     operating  results  and does not  purport to  represent  cash  provided  by
     operating  activities.  After-tax  cash flow  should not be  considered  in
     isolation  or as a  substitute  for  measures  of  performance  prepared in
     accordance with generally accepted accounting principles.


                                      S-25



RESULTS OF OPERATIONS


SIX MONTHS ENDED JUNE 30, 1996 AND 1997


     Total  revenues  increased to $239.6  million for the six months ended June
30, 1997 from $126.9  million for the six months ended June 30, 1996,  or 88.8%.
After  excluding  the effects of non-cash  barter  transactions,  net  broadcast
revenues for the six months ended June 30, 1997  increased by 87.2% over the six
months ended June 30, 1996. The increase in broadcast revenues was primarily the
result of acquisitions and LMA  transactions  consummated by the Company in 1996
(the "1996  Acquisitions") and, to a lesser extent,  market growth in television
broadcast revenue and television broadcast revenue on a same stations basis.

     Operating  expenses  excluding  depreciation,  amortization  of  intangible
assets and amortization of deferred compensation increased to $114.7 million for
the six months  ended June 30, 1997 from $52.8  million for the six months ended
June 30, 1996, or 117.2%. The increase in expenses for the six months ended June
30,  1997 as  compared  to the six  months  ended  June 30,  1996 was  primarily
attributable to operating costs associated with the 1996 Acquisitions  (92.9% of
increase  for the six  month  period)  and an  increase  in  corporate  overhead
expenses  (6.3% of increase for the six month period)  related  primarily to the
additional expense of managing a larger base of operations.

     Broadcast  operating  income  increased to $48.0 million for the six months
ended June 30, 1997 from $28.1  million for the six months  ended June 30, 1996,
or 70.8%.  The increase in broadcast  operating  income for the six months ended
June 30, 1997 as compared  to the six months  ended June 30, 1996 was  primarily
attributable to the 1996 Acquisitions.

     Interest  expense  increased to $52.0 million for the six months ended June
30, 1997 from $27.6  million for the six months ended June 30,  1996,  or 88.4%.
The  increase  in  interest  expense  for the six  months  ended  June 30,  1997
primarily  related to indebtedness  incurred by the Company to finance the River
City  Acquisition  on May 31,  1996,  other  subsequent  1996  acquisitions  and
acquisitions  consummated in 1997 (the "1997  Acquisitions").  Subsidiary  Trust
Minority Interest Expense of $7.0 million for the six months ended June 30, 1997
is  related  to  the  HYTOPS.   Subsidiary   Trust  Minority   Interest  Expense
distributions will be partially offset by reductions in interest expense because
a  portion  of the  proceeds  of the  sale of the  HYTOPS  was  used  to  reduce
indebtedness under the Company's Bank Credit Agreement.

     Interest  and other  income  decreased  to $1.1  million for the six months
ended June 30, 1997 from $3.2 million for the six months ended June 30, 1996, or
65.6%.  This  decrease was  primarily  due to lower  average  cash  balances and
related interest income.

     The net  deferred  tax asset  increased to $8.2 million as of June 30, 1997
from  $782,000 at December 31, 1996.  The increase in the Company's net deferred
tax asset as of June 30, 1997 as compared to December 31, 1996 primarily results
from the  anticipation  that the pre-tax losses incurred in the first six months
of 1997 will be used to offset future taxable income.

     Net loss for the six months ended June 30, 1997 was $5.8 million or $(0.17)
per share  compared to net income of $1.5 million or $0.04 per share for the six
months ended June 30, 1996.

     Broadcast  cash flow  increased to $105.6  million for the six months ended
June 30, 1997 from $65.1  million  for the six months  ended June 30,  1996,  or
62.2%. This increase in broadcast cash flow primarily resulted from the 1996 and
1997 Acquisitions and, to a lesser extent,  increases in net broadcast  revenues
on a same station basis.  The Company's  broadcast cash flow margin decreased to
48.1% for the six months ended June 30, 1997 from 55.5% for the six months ended
June 30,  1996.  Excluding  the  effect of radio  station  broadcast  cash flow,
television  broadcast  cash flow  margin  decreased  to 51.2% for the six months
ended  June 30,  1997 from 56.3% for the six months  ended  June 30,  1996.  The
decrease in  broadcast  cash flow margins for the six months ended June 30, 1997
as compared to the six months ended June 30, 1996  primarily  resulted  from the
lower  margins of the acquired  radio  broadcasting  assets and lower margins of
certain television stations acquired during 1996. For television stations owned,
operated or programmed for the six months ended June 30, 1996 and the six months
ending June 30,



                                      S-26



1997,  broadcast cash flow margins increased from 55.5% to 57.0%,  respectively.
This  increase  primarily  resulted  from expense  savings  related to synergies
realized from the 1996  Acquisitions  combined  with  increases in net broadcast
revenue.

     Adjusted  EBITDA  increased to $98.6  million for the six months ended June
30, 1997 from $62.0  million for the six months ended June 30,  1996,  or 59.0%.
This  increase  in  Adjusted  EBITDA for the six months  ended June 30,  1997 as
compared to the six months ended June 30, 1996  resulted  from the 1996 and 1997
Acquisitions.  The Company's  Adjusted EBITDA margin  decreased to 44.9% for the
six  months  ended June 30,  1997 from  52.8% for the six months  ended June 30,
1996.  The decrease in Adjusted  EBITDA margin for the six months ended June 30,
1997 as compared to the six months ended June 30, 1996  primarily  resulted from
operating cost  structures at certain of the acquired  stations and increases in
corporate  overhead  expenses.  The  Company  has  begun to  implement  and will
continue to implement  operating and programming  expense savings resulting from
synergies  realized from the  businesses  acquired in and prior to 1996 and 1997
and  believes  that the  benefits of the  implementation  of these  methods will
result in improvement  in broadcast cash flow margin and Adjusted  EBITDA margin
over time.

     After-tax  cash flow  increased  to $32.7  million for the six months ended
June 30, 1997 from $30.4  million  for the six months  ended June 30,  1996,  or
7.6%. The increase in after-tax cash flow for the six months ended June 30, 1997
as compared to the six months ended June 30, 1996  primarily  resulted  from the
1996 and 1997  Acquisitions  and internal growth,  offset by increased  interest
expense on the debt incurred to consummate  the 1996 and 1997  Acquisitions  and
subsidiary trust minority interest expense related to the HYTOPS Issuance during
March 1997.


YEARS ENDED DECEMBER 31, 1996 AND 1995


     Total revenues  increased to $378.5 million for the year ended December 31,
1996 from  $206.1  million  for the year  ended  December  31,  1995,  or 83.6%.
Excluding the effects of non-cash barter  transactions,  net broadcast  revenues
for the year ended  December  31,  1996  increased  by 84.4% over the year ended
December 31, 1995.  The increase in broadcast  revenues was primarily the result
of  acquisitions  and LMA  transactions  consummated by the Company in 1995 (the
"1995  Acquisitions")  and 1996.  For  stations  owned,  operated or  programmed
throughout 1995 and 1996,  television  broadcast  revenue grew 2.1% for the year
ended  December 31, 1996 when compared to the year ended  December 31, 1995. For
stations  owned,  operated or programmed  throughout  1994 and 1995,  television
broadcast  revenue grew 12.8% for the year ended December 31, 1995 when compared
to the year ended  December  31, 1994.  The  decrease in 1996 revenue  growth as
compared to 1995 revenue growth primarily  resulted from the loss in 1996 of the
Fox  affiliation  at  WTTO  in the  Birmingham  market,  the  loss  of  the  NBC
affiliation  at WRDC in the Raleigh  market and decreases in ratings at WCGV and
WNUV in the Milwaukee and Baltimore markets, respectively.

     Operating  expenses  excluding  depreciation,  amortization  of  intangible
assets  and  amortization  of  deferred   compensation  and  excess   syndicated
programming  costs  increased to $167.8  million for the year ended December 31,
1996 from $80.4  million for the year ended  December 31, 1995,  or 108.7%.  The
increase in  expenses  for the year ended  December  31, 1996 as compared to the
year ended  December  31,  1995 was  largely  attributable  to  operating  costs
associated  with  the  1995  and  1996  Acquisitions,  an  increase  in LMA fees
resulting from LMA transactions and an increase in corporate overhead expenses.

     Broadcast  operating  income  increased to $88.9 million for the year ended
December 31, 1996,  from $45.3 million for the year ended  December 31, 1995, or
96.2%.  The increase in broadcast  operating  income for the year ended December
31,  1996 as  compared  to the  year  ended  December  31,  1995  was  primarily
attributable to the 1995 and 1996 Acquisitions.

     Interest expense increased to $84.3 million for the year ended December 31,
1996 from $39.3  million for the year ended  December 31, 1995,  or 114.5%.  The
increase in interest  expense for the year ended December 31, 1996 was primarily
related to senior bank indebtedness incurred by the Company to finance the River
City Acquisition and other acquisitions.


                                      S-27



     Interest  and other  income  decreased  to $3.5  million for the year ended
December  31, 1996 from $4.2 million for the year ended  December  31, 1995,  or
16.7%.  The decrease for the year ended  December 31, 1996 was  primarily due to
lower cash balances and related  interest  income  resulting  from cash payments
made in February 1996 when the Company made a $34.4 million payment  relating to
the WSMH  acquisition  and April 1996 when the Company  made a $60 million  down
payment relating to the River City Acquisition.  The decrease in interest income
was  offset by an  increase  in other  income  resulting  from the 1995 and 1996
Acquisitions.

     For the reasons described above, net income for the year ended December 31,
1996 was $1.1 million or $0.03 per share  compared to net income of $5.0 million
or $0.15 per share for the year ended December 31, 1995 before the extraordinary
loss on early extinguishment of debt.

     Broadcast cash flow increased to $189.2 million for the year ended December
31, 1996 from $111.1 million for the year ended December 31, 1995, or 70.3%. The
increase in broadcast cash flow for the year ended December 31, 1996 as compared
to the year ended  December 31, 1995  primarily  resulted from the 1995 and 1996
Acquisitions.  For stations  owned,  operated or programmed  throughout 1995 and
1996,  broadcast  cash flow grew 1.3% for the year ended  December 31, 1996 when
compared to the year ended  December 31, 1995. For stations  owned,  operated or
programmed throughout 1994 and 1995, broadcast cash flow grew 23.7% for the year
ended  December 31, 1995 when compared to the year ended  December 31, 1994. The
decrease in 1996  broadcast  cash flow growth as compared to 1995 broadcast cash
flow growth  primarily  resulted from the loss in 1996 of the Fox affiliation at
WTTO in the Birmingham  market,  the loss of the NBC  affiliation at WRDC in the
Raleigh  market and  decreases in ratings at WCGV and WNUV in the  Milwaukee and
Baltimore  markets,  respectively.  The  Company's  broadcast  cash flow  margin
decreased to 54.6% for the year ended  December 31, 1996 from 59.1% for the year
ended  December 31, 1995.  Excluding the effect of radio station  broadcast cash
flow,  television  station broadcast cash flow margin decreased to 56.7% for the
year ended  December  31, 1996 as compared to 59.1% for the year ended  December
31,  1995.  The  decrease  in  broadcast  cash flow  margins  for the year ended
December  31,  1996 as compared to the year ended  December  31, 1995  primarily
resulted from the lower margins of the acquired  radio  broadcasting  assets and
lower  margins of certain of the  acquired  television  stations.  For  stations
owned,  operated or programmed  throughout  1996 and 1995,  broadcast  cash flow
margins were  unchanged  when  comparing  the years ended  December 31, 1996 and
1995. The Company believes that margins of certain of the acquired stations will
improve as operating and programming synergies are implemented.

     Adjusted EBITDA increased to $180.3 million for the year ended December 31,
1996 from $105.8  million for the year ended  December 31, 1995,  or 70.4%.  The
increase in Adjusted  EBITDA for the year ended December 31, 1996 as compared to
the year ended  December 31, 1995 resulted from the 1995 and 1996  Acquisitions.
The  Company's  Adjusted  EBITDA  margin  decreased  to 52.0% for the year ended
December 31, 1996 from 56.3% for the year ended  December 31, 1995. The decrease
in Adjusted  EBITDA  margins for the year ended December 31, 1996 as compared to
the year ended December 31, 1995 primarily  resulted from higher operating costs
at certain of the acquired stations. The Company has begun to implement and will
continue  to  implement  operating  and  programming  synergies  throughout  the
businesses acquired in and prior to 1996. The Company believes that the benefits
of the  implementation  of these methods will result in improvement in broadcast
cash flow and Adjusted EBITDA margins in future periods.

     After-tax  cash flow increased to $74.4 million for the year ended December
31, 1996 from $46.4 million for the year ended December 31, 1995, or 60.3%.  The
increase in after-tax cash flow for the year ended December 31, 1996 as compared
to the year ended  December 31, 1995  primarily  resulted from the 1995 and 1996
Acquisitions offset by interest expense on the debt incurred to consummate these
acquisitions.


YEARS ENDED DECEMBER 31, 1995 AND 1994


     Total revenues  increased to $206.1 million for the year ended December 31,
1995,  from $129.4 million for the year ended December 31, 1994, or 59.3%.  This
increase  includes  revenues  from  the  acquisitions  of WTVZ  and WLFL and the
entering into LMA agreements with WABM and WDBB.



                                      S-28



This increase also includes the first full year of revenues from the acquisition
of WCGV and WTTO and the entering into LMA agreements  with WNUV,  WVTV and FSFA
(the "1994 Acquisitions"). Excluding the effect of non-cash barter transactions,
net broadcast  revenues  increased to $187.9 million for the year ended December
31, 1995 from $118.6 million for the year ended December 31, 1994, or 58.4%.

     These  increases in net broadcast  revenues were  primarily a result of the
1994 and 1995 Acquisitions and LMA transactions  consummated by the Company,  as
well as television  broadcast  revenue growth in each of the Company's  markets.
WPGH,  the  Pittsburgh  Fox  affiliate,  achieved in excess of 14% net broadcast
revenue  growth for the year ended  December  31,  1995 as  compared to the year
ended  December 31, 1994.  This  increase was  primarily  attributable  to a new
metered  rating  service  that  began in May 1995 which  significantly  improved
WPGH's market rating.  WBFF, the Fox affiliate in Baltimore and WCGV, the former
Fox affiliate, now a UPN affiliate in Milwaukee,  both achieved in excess of 10%
net broadcast  revenue  growth as these stations began to realize the advantages
of having an LMA in these markets.

     Operating  expenses  excluding  depreciation  and  amortization and special
bonuses paid to executive officers increased to $80.4 million for the year ended
December 31, 1995 from $50.5 million for the year ended December 31, 1994. These
increases  in expenses  were  primarily  attributable  to increases in operating
expenses  relating to the 1994 and 1995  Acquisitions,  including the payment of
LMA fees  which  increased  to  approximately  $5.6  million  for the year ended
December  31, 1995 as compared to $1.1  million for the year ended  December 31,
1994.  Corporate  overhead expenses  increased 80.8% for the year ended December
31, 1995 as compared to the year ended  December  31,  1994.  This  increase was
primarily  due to  expenses  associated  with  being  a  public  company  (i.e.,
directors and officers  insurance,  travel expenses and  professional  fees) and
executive  bonus  accruals  for bonuses  which were paid based on  achieving  in
excess of 20% growth  percentages in pro forma  broadcast cash flow for the year
1995 compared to 1994.

     Broadcast  operating  income  increased to $45.3 million for the year ended
December 31, 1995 from $19.6  million for the year ended  December 31, 1994,  or
131.1%.  This increase in broadcast  operating  income was primarily a result of
the 1994 and 1995 Acquisitions and an increase in television  broadcast revenues
in each of the Company's  markets,  partially  offset by increased  amortization
expenses related to these acquisitions.

     Interest expense increased to $39.3 million for the year ended December 31,
1995 from $25.4  million for the year ended  December  31, 1994,  or 54.7%.  The
major  component of this increase in interest  expense was increased  borrowings
under the Bank  Credit  Agreement  to  finance  the 1994 and 1995  Acquisitions.
During August 1995, the Company issued $300 million of Senior Subordinated Notes
and used a portion of the net proceeds to repay outstanding  indebtedness  under
the  Bank  Credit  Agreement  and the  remainder  provided  an  increase  to the
Company's cash balances of  approximately  $91.4 million.  The interest  expense
related to these notes was  approximately  $10.0 million in 1995.  This increase
was partially  offset by the  application  of the net proceeds of an offering of
Class A Common  Stock to reduce a  portion  of the  indebtedness  under the Bank
Credit Agreement during June 1995. Interest expense was also reduced as a result
of the  application  of net cash  flow  from  operating  activities  to  further
decrease borrowings under the Bank Credit Agreement.

     Interest  and other  income  increased  to $4.2  million for the year ended
December  31, 1995 from $2.4 million for the year ended  December  31, 1994,  or
75.0%.  This increase in interest income primarily  resulted from an increase in
cash  balances  that  remained  from the proceeds of Senior  Subordinated  Notes
issued in August 1995. Income (loss) before benefit (provision) for income taxes
and  extraordinary  item increased to income of $10.2 million for the year ended
December  31, 1995 from a loss of $3.4  million for the year ended  December 31,
1994.

     Net income available to common  shareholders  improved to income of $76,000
for the year ended  December  31, 1995 from a loss of $2.7  million for the year
ended  December 31, 1994. In August 1995,  the Company  consummated  the sale of
$300 million of Senior Subordinated Notes generating net proceeds to the Company
of $293.2  million.  The net proceeds of this  offering  were  utilized to repay
outstanding  indebtedness under the Bank Credit Agreement of $201.8 million with
the remainder being


                                      S-29




retained for general corporate purposes including potential future acquisitions.
In  conjunction  with the early  retirement of the  indebtedness  under the Bank
Credit Agreement, the Company recorded an extraordinary loss of $4.9 million net
of a tax benefit of $3.4 million, related to the write-off of deferred financing
costs under the Bank Credit Agreement.

     Broadcast cash flow increased to $111.1 million for the year ended December
31, 1995 from $67.5 million for the year ended December 31, 1994, or 64.6%. This
increase  in  broadcast  cash  flow  was  primarily  due to the  1994  and  1995
Acquisitions, growth in market revenues and a reduction in program payments as a
percentage  of net broadcast  revenues to 10.6% for the year ended  December 31,
1995 from 12.0% for the year ended December 31, 1994.

     Adjusted EBITDA increased to $105.8 million for the year ended December 31,
1995  from  $64.6  million  for the year  ended  December  31,  1994,  or 63.8%,
consistent with the growth in broadcast cash flow. After tax cash flow increased
to $46.4 million for the year ended December 31, 1995 from $21.3 million for the
year ended December 31, 1994, or 117.8%.


LIQUIDITY AND CAPITAL RESOURCES


     As of June 30, 1997,  the Company had $2.7  million in cash  balances and a
working capital deficit of  approximately  $9.3 million.  The Company's  working
capital deficit primarily results from the accelerated method of amortization of
program  contract  costs  and the  even  payment  streams  of  program  contract
liabilities.  Excluding the effect of current program contract costs and current
program contract  liabilities,  the Company's  working capital at June 30, 1997,
would have been $5.7 million.  The Company's primary source of liquidity is cash
provided by operations and availability  under the Bank Credit Agreement.  As of
August 11, 1997,  the Company's  cash balances were  approximately  $1.9 million
with  approximately  $254 million  available for borrowing under the Bank Credit
Agreement.  In addition, the Bank Credit Agreement provides for a Tranche C term
loan in the amount of up to $400 million  which can be utilized upon approval by
the agent bank and the raising of sufficient  commitments from banks to fund the
additional loans. In July 1997, the Company entered into a purchase agreement to
acquire the license and non-license assets of the radio and television  stations
of Heritage for $630 million and made a cash down payment of $63.0 million.  The
Company  has  entered  into a  letter  of  intent  to sell  one of the  Heritage
television  stations for $60 million (the sale of which is required  pursuant to
the  acquisition  agreement  relating to the remaining  Heritage  television and
radio  properties).  The Company  anticipates  that it will finance the Heritage
acquisition through additional bank financing  (including a draw under Tranche C
described  above) or through a  combination  of  additional  bank  financing and
proceeds from an offering of securities.

     Net cash flows from operating activities increased to $42.5 million for the
six months ended June 30, 1997 from $26.4  million for the six months ended June
30,  1996.  The  Company  made income tax  payments of $5.3  million for the six
months  ended June 30, 1997 as compared to $5.6 million for the six months ended
June  30,  1996  due  to  anticipated   tax  benefits   generated  by  the  1996
Acquisitions.  The Company made interest payments on outstanding indebtedness of
$55.7  million  during the six months  ended June 30,  1997 as compared to $29.5
million for the six months ended June 30, 1996. Additional interest payments for
the six months  ended June 30, 1997 as compared to the six months ended June 30,
1996 primarily related to additional interest costs on indebtedness  incurred to
finance  the 1996  Acquisitions.  The Company  made  subsidiary  trust  minority
interest expense payments of $6.0 million for the six months ended June 30, 1997
related to the private placement of the HYTOPS completed in March 1997.  Program
rights  payments  increased  to $26.3  million for the six months ended June 30,
1997 from $12.1  million for the six months ended June 30, 1996,  primarily as a
result of the 1996 Acquisitions.

     Net cash flows used in investing activities decreased to $112.4 million for
the six months ended June 30, 1997 from $942.1  million for the six months ended
June 30,  1996.  During  January  1997,  the Company  purchased  the license and
non-license  assets of WWFH-FM and  WILP-AM in  Wilkes-Barre,  Pennsylvania  for
approximately  $770,000.  In  January  and March  1997,  the  Company  made cash
payments of $9.0 million and $1.5  million  relating to the  acquisition  of the
license and non-license assets of KUPN-TV and WGR-AM and WWWS-AM,  respectively,
utilizing  indebtedness  under  the Bank  Credit  Agreement  and  existing  cash
balances.  In May 1997, the Company made cash payments of $78 million to acquire
the


                                      S-30



license and non-license assets of KUPN-TV utilizing  indebtedness under the Bank
Credit  Agreement and existing cash  balances.  During the six months ended June
30, 1997, the Company made purchase  option  extension  payments of $6.5 million
relating to WSYX-TV.  The Company made payments totaling $8.5 million during the
six months ended June 30, 1997 in order to exercise  options to acquire  certain
FCC  licenses.  The Company made  payments  for  property and  equipment of $8.3
million  for the six months  ended June 30,  1997.  In July  1997,  the  Company
entered into a purchase  agreement to acquire the license and non-license assets
of the television and radio stations of Heritage and made a cash down payment of
$63.0 million.  The Company  anticipates  that future  requirements  for capital
expenditures will also include other  acquisitions if suitable  acquisitions can
be identified on acceptable terms and capital  expenditures  incurred during the
ordinary course of business.

     Net cash flows provided by financing  activities decreased to $70.3 million
for the six months  ended June 30, 1997 from  $807.4  million for the six months
ended June 30, 1996. In March 1997, the Company completed a private placement of
the HYTOPS.  The  Company  utilized  $135  million of the  approximately  $193.4
million  net  proceeds  of the HYTOPS  Issuance  to repay  outstanding  debt and
retained the remainder for general corporate purposes. The Company made payments
totaling $4.6 million to repurchase  186,000  shares of Class A Common Stock for
the six months ended June 30, 1997.  In May 1997,  the Company made  payments of
$4.7  million  related to the  amendment  of its Bank Credit  Agreement.  In the
fourth  quarter of 1996,  the Company  negotiated  the  prepayment of syndicated
program contract  liabilities for excess syndicated  programming  assets. In the
first  quarter of 1997,  the Company  made final cash  payments of $1.4  million
related to these  negotiations.  In July 1997, the Company issued the 1997 Notes
using  $162.5  million  of the  approximately  $196  million  proceeds  to repay
outstanding  indebtedness  under the revolving  credit  facility  under the Bank
Credit  Agreement  and using the  remainder  to pay a portion of the $63 million
cash down payment relating to the Heritage Acquisition.

     The Company anticipates that funds from operations,  existing cash balances
and  availability  of the  revolving  credit  facility  under  the  Bank  Credit
Agreement will be sufficient to meet its working  capital,  capital  expenditure
commitments and debt service  requirements for the foreseeable future.  However,
to the  extent  such  funds are not  sufficient,  or if the  Company  commits to
additional capital expenditures (including additional acquisitions), the Company
may need to incur additional  indebtedness,  refinance existing  indebtedness or
raise funds from the sale of additional  equity.  The Bank Credit  Agreement and
the indentures  relating to the Company's 9% Senior Subordinated Notes due 2007,
10% Senior  Subordinated  Notes due 2003 and 10% Senior  Subordinated  Notes due
2005 restrict the incurrence of additional  indebtedness and the use of proceeds
of an equity issuance.  On August 22, 1997, the Company filed a $1 billion shelf
registration  statement  covering the issuance of the Company's debt securities,
preferred stock and common stock.  The shares of Class A Common Stock offered in
the Common Stock Offering and the shares of Convertible  Exchangeable  Preferred
Stock offered in the Preferred Stock Offering are offered pursuant to such shelf
registration  statement.  A portion of the net  proceeds to the Company from the
Offerings will be used to repay existing  borrowings  under the revolving credit
facility under the Bank Credit Agreement,  and the remainder of the net proceeds
will be  retained  by the Company  for  general  corporate  purposes,  including
funding the Heritage  Acquisition,  which is  anticipated  to close in the first
quarter  of  1998,  and  other  acquisitions  if  suitable  acquisitions  can be
identified on acceptable  terms. See "Use of Proceeds" and "Business of Sinclair
- -- 1997 Acquisitions."


INCOME TAXES

     Income tax benefit  increased to $4.1 million for the six months ended June
30, 1997 from a  provision  of $2.1  million  for the six months  ended June 30,
1996.  The Company's  effective tax rate decreased to a benefit of 41.3% for the
six months  ended  June 30,  1997 from a  provision  of 58.2% for the six months
ended June 30, 1996. The net deferred tax asset  increased to $8.2 million as of
June 30, 1997 from $782,000 at December 31, 1996.  The increase in the Company's
net  deferred  tax asset as of June 30, 1997 as  compared  to December  31, 1996
primarily resulted from the anticipation that the pre-tax losses incurred in the
first six months of 1997 will be used to offset future taxable income.

     The Company's  income tax provision  increased to $6.9 million for the year
ended  December 31, 1996 from $5.2 million for the year ended December 31, 1995.
The Company's  effective tax rate  increased to 86% for the year ended  December
31, 1996 from 51% for the year ended December 31, 1995.


                                      S-31




The increase for the year ended  December 31, 1996 as compared to the year ended
December 31, 1995 primarily  related to certain  financial  reporting and income
tax differences  attributable to certain 1995 and 1996  Acquisitions,  and state
franchise taxes which are independent of pre-tax income.

     The net  deferred  tax asset  decreased to $782,000 as of December 31, 1996
from $21.0  million at December 31,  1995.  The  decrease in the  Company's  net
deferred  tax asset as of December  31, 1996 as compared to December 31, 1995 is
primarily due to the Company recording deferred tax liabilities of $18.1 million
relating to the acquisition of all of the  outstanding  stock of Superior in May
1996,   adjustments   related  to  certain  1995  acquisitions,   and  resulting
differences between the book and tax basis of the underlying assets.

     A $1.8 million net tax provision and a $647,000 tax benefit was  recognized
for the years ended December 31, 1995 and December 31, 1994,  respectively.  The
provision  for the year ended  December  31, 1995 was  comprised of $5.2 million
provision relating to the Company's income before provision for income taxes and
extraordinary  item offset by a $3.4 million income tax benefit  relating to the
extraordinary  loss on early  extinguishment  of  debt.  The  $5.2  million  tax
provision  reflects a 51%  effective  tax rate for the year ended  December  31,
1995,   which  is  higher  than  the  statutory   rate   primarily  due  to  the
non-deductibility  of goodwill  relating to the  repurchase  of Common  Stock in
1990.  The income tax benefit for the year ended  December 31, 1994 was 19.1% of
the  Company's  loss  before  income  taxes,  which  is lower  than the  benefit
calculated  at  statutory  rates  primarily  due  to   non-deductible   goodwill
amortization.  After giving effect to these changes the Company had net deferred
tax assets of $21.0  million at December 31, 1995 and $12.5  million at December
31, 1994, respectively.


SEASONALITY

     The Company's results usually are subject to seasonal  fluctuations,  which
result in fourth quarter  broadcast  operating income usually being greater than
first,  second and third quarter broadcast operating income. This seasonality is
primarily  attributable to increased expenditures by advertisers in anticipation
of holiday season spending and an increase in viewership during this period.


                                      S-32



                               INDUSTRY OVERVIEW


TELEVISION BROADCASTING


     Commercial   television   stations  in  the  United  States  are  typically
affiliated with one of six television networks, which are at different stages of
development.   The  networks  are  differentiated  in  part  by  the  amount  of
programming  they provide their  affiliates  each week and by the length of time
they have been in operation. These networks are ABC, CBS, NBC, FOX, WB, and UPN.
The ABC, CBS, and NBC networks (the  "Traditional  Networks") have a substantial
number of affiliated  stations,  have been in operation for the longest time and
provide the majority of their affiliates'  programming each day. Fox established
an affiliate  network in the mid-`80s and provides fewer hours of prime-time and
daytime  programming  than the  Traditional  Networks.  WB and UPN,  the  newest
television networks,  will soon increase their prime-time programming from three
to four nights and also provide a number of hours of children's programming each
week. Television stations affiliated with Fox, WB, or UPN have more hours of the
day to  program  and  consequently  have more  commercial  inventory  to sell to
advertisers.

     Each   Traditional   Network  provides  the  majority  of  its  affiliates'
programming  each day without  charge in exchange for a substantial  majority of
the  available  advertising  time in the  programs  supplied.  Each  Traditional
Network  sells this  advertising  time and retains the  revenue.  The  affiliate
receives  compensation from the Traditional Network and retains the revenue from
time sold during breaks in and between  network  programs and in programming the
affiliate produces or purchases from non-network sources.

     In contrast,  a station that is not affiliated  with a Traditional  Network
supplies  over-the-air  programming  by acquiring  rights to broadcast  programs
through syndication.  This syndicated  programming is generally acquired by such
stations for cash and barter.  Those  stations  that  acquire a program  through
syndication  are  usually  given  exclusive  rights to show the  program  in the
station's  market  for either a period of years or a number of  episodes  agreed
upon  between  the  station  and the  syndicator  of the  programming.  Types of
syndicated  programs aired on these  stations  include  feature  films,  popular
series  previously  shown on network  television and series  produced for direct
distribution to television stations.

     Fox has  established  a network of  television  stations that operates on a
basis similar to the  Traditional  Networks.  However,  the 15 hours per week of
prime-time  programming supplied by Fox to its affiliates are significantly less
than that of the Traditional  Networks and, as a result, Fox affiliates retain a
significantly  higher  portion of the available  inventory of broadcast time for
their own use than Traditional Network affiliates.  As of December 31, 1996, Fox
had 169 affiliated stations broadcasting to 95.0% of U.S. television households.

     During 1994, WB established  an  affiliation of independent  stations which
began  broadcasting  in January  1995 and  operates  on a basis  similar to Fox.
However, WB currently supplies only six hours of prime-time programming per week
to its affiliates (which will increase to eight hours per week in January 1998),
which is  significantly  less than that of Fox and, as a result,  WB  affiliates
retain a  significantly  higher portion of the available  inventory of broadcast
time for their own use than affiliates of Fox or the Traditional Networks. As of
December 31, 1996, WB had 96 affiliated  stations  broadcasting to 86.0% of U.S.
television households, including cable coverage provided by WGN-TV.

     During 1994, UPN  established  an  affiliation  of  independent  television
stations  that began  broadcasting  in January  1995.  The amount of  prime-time
programming  supplied by UPN to its affiliates in January 1997 was six hours per
week,  which will be  increased in the 1997 fall season to eight hours per week.
As of December 31, 1996, UPN had 91 affiliated stations broadcasting to 73.9% of
U.S. television households, excluding secondary affiliations.

     Television  stations  derive  their  revenues  primarily  from  the sale of
national,  regional  and local  advertising.  All  network-affiliated  stations,
including  those  affiliated  with Fox and  others,  are  required to carry spot
advertising  sold by their  networks.  This  reduces  the amount of  advertising
available  for  sale  directly  by  the  network-affiliated   stations.  Network
affiliates  generally are compensated for the broadcast of network  advertising.
The  compensation  paid  is  negotiated,  station-by-station,  based  on a fixed
formula,  subject  to certain  adjustments.  Stations  directly  sell all of the
remaining advertising to be


                                      S-33




inserted  in  network  programming  and all of the  advertising  in  non-network
programming,  retaining  all  of the  revenues  received  from  these  sales  of
advertising,  less any  commissions  paid.  Through barter and  cash-plus-barter
arrangements,  however,  a national  syndicated  program  distributor  typically
retains a portion of the available advertising time for programming it supplies,
in exchange for no or reduced fees to the station for such programming.

     Advertisers  wishing to reach a national  audience  usually  purchase  time
directly  from  the  Traditional  Networks,  the Fox  network,  UPN,  or WB,  or
advertise nationwide on an ad hoc basis.  National advertisers who wish to reach
a particular regional or local audience buy advertising time directly from local
stations through national advertising sales representative firms.  Additionally,
local  businesses  purchase  advertising  time directly from the stations' local
sales staff.  Advertising rates are based upon factors which include the size of
the DMA in which the station operates,  a program's popularity among the viewers
that an advertiser  wishes to attract,  the number of advertisers  competing for
the  available  time,  demographic  characteristics  of the  DMA  served  by the
station,  the  availability  of  alternative   advertising  media  in  the  DMA,
aggressive  and  knowledgeable  sales  forces and the  development  of projects,
features and marketing  programs that tie  advertiser  messages to  programming.
Because broadcast television stations rely on advertising revenues,  declines in
advertising budgets, particularly in recessionary periods, will adversely affect
the  broadcast  business.  Conversely,  increases  in  advertising  budgets  may
contribute to an increase in the revenue and operating cash flow of a particular
broadcast television station.

     Information  regarding  competition in the television broadcast industry is
set forth under "Business of Sinclair -- Competition."


RADIO BROADCASTING


     The  primary  source  of  revenues  for  radio  stations  is  the  sale  of
advertising  time to local and national spot  advertisers  and national  network
advertisers.  During the past decade,  local advertising revenue as a percentage
of  total  radio  advertising   revenue  in  a  given  market  has  ranged  from
approximately 79% to 82%. The growth in total radio advertising revenue tends to
be  fairly  stable  and has  generally  grown at a rate  faster  than the  Gross
Domestic Product ("GDP").  Total domestic radio  advertising  revenue reached an
all-time  record of $12.3 billion in 1996, as reported by the Radio  Advertising
Bureau (the "RAB").

     According to the RAB's Radio Marketing Guide and Fact Book for Advertisers,
1997, radio reaches  approximately 95% of all Americans over the age of 12 every
week.  More than one half of all radio  listening is done  outside the home,  in
contrast  to  other  advertising   media.  The  average  adult  listener  spends
approximately  three hours and 20 minutes per weekday  listening to radio.  Most
radio  listening  occurs  during the  morning,  particularly  between the time a
listener  wakes up and the time the listener  reaches work.  This "morning drive
time"  period  reaches  more  than 80% of  people  over the age of 12 and,  as a
result,  radio advertising sold during this period achieves premium  advertising
rates.  Radio  listeners  have  gradually  shifted  over the years from AM to FM
stations.  FM  reception,  as compared to AM, is generally  clearer and provides
greater total range and higher fidelity, except for so-called "clear channel" AM
radio  stations,  which have the maximum range of any type of station and can be
very  successful  in the  news/talk/sports  format.  In  comparison  to AM, FM's
listener  share is now in excess of 75%,  despite the fact that the number of AM
and FM commercial stations in the United States is approximately equal.

     Radio  is  considered  an  efficient,   cost-effective  means  of  reaching
specifically identified demographic groups. Stations are typically classified by
their on-air format, such as country, adult contemporary,  oldies and news/talk.
A  station's  format  and style of  presentation  enable  it to  target  certain
demographics.  By  capturing  a  specific  share of a market's  radio  listening
audience, with particular concentration in a targeted demographic,  a station is
able to market its broadcasting time to advertisers  seeking to reach a specific
audience.  Advertisers and stations utilize data published by audience measuring
services,  such as  Arbitron,  to  estimate  how many people  within  particular
geographical markets and demographics listen to specific stations.

     The number of  advertisements  that can be broadcast  without  jeopardizing
listening levels (and the resulting ratings) is limited in part by the format of
a particular station and the local competitive envi-


                                      S-34



ronment.  Although the number of  advertisements  broadcast  during a given time
period may vary,  the total number of  advertisements  broadcast on a particular
station generally does not vary significantly from year to year.

     A  station's  local  sales staff  generates  the  majority of its local and
regional  advertising  sales through direct  solicitations of local  advertising
agencies and  businesses.  To generate  national  advertising  sales,  a station
usually will engage a firm that  specializes  in  soliciting  radio  advertising
sales on a national level.  National sales  representatives  obtain  advertising
principally from  advertising  agencies located outside the station's market and
receive commissions based on the revenue from the advertising obtained.

     Information  regarding  competition in the radio broadcast  industry is set
forth under "Business of Sinclair -- Competition."


                                      S-35



                             BUSINESS OF SINCLAIR

     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has pending  acquisitions of four  additional  television
stations,  and has pending  acquisitions of the rights to provide programming to
two additional  television stations.  The Company believes it is also one of the
top 20 radio groups in the United  States,  when measured by the total number of
radio  stations  owned,  programmed  or with which the  Company  has Joint Sales
Agreements  (JSAs).  The  Company  owns or provides  sales  services to 27 radio
stations,  has pending  acquisitions  of 24 radio  stations,  and has options to
acquire an additional seven radio stations.

     The 29  television  stations the Company owns or programs  pursuant to LMAs
are located in 21 geographically diverse markets, with 23 of the stations in the
top 51 television DMAs in the United States.  The Company's  television  station
group is diverse in network affiliation,  with ten stations affiliated with Fox,
12 with UPN, three with WB, two with ABC and one with CBS. One station  operates
as an  independent.  The Company has recently  entered into an agreement with WB
pursuant to which seven of its stations  would switch  affiliations  to, and one
independent  station  would  become  affiliated  with,  WB.  See "--  Television
Broadcasting -- Programming and Affiliations," below.

     The Company's  radio station  group is also  geographically  diverse with a
variety of  programming  formats  including  country,  urban,  news/talk/sports,
album/progressive  rock  and  adult  contemporary.  Of  the 27  stations  owned,
programmed  or with which the Company has a JSA, 12 broadcast on the AM band and
15 on the FM band.  The  Company  owns,  programs  or has a JSA with from two to
eight stations in all but one of the eight radio markets it serves.

     The Company has undergone rapid and  significant  growth over the course of
the last six years. Since 1991, the Company has increased the number of stations
it owns or provides services to from three television  stations to 29 television
stations and 27 radio  stations.  From 1991 to 1996, net broadcast  revenues and
Adjusted  EBITDA  increased  from $39.7 million to $346.5 million and from $15.5
million to $180.3 million, respectively. Pro forma for the 1996 Acquisitions and
the Heritage Acquisition,  1996 net broadcast revenues and Adjusted EBITDA would
have been $532.4 million and $246.3 million, respectively.



                                      S-36



TELEVISION BROADCASTING


     The Company owns and  operates,  provides  programming  services to, or has
agreed to acquire the following television stations:



                                                                                           NUMBER OF                               
                                                                                           COMMERCIAL                 EXPIRATION   
                               MARKET                                                     STATIONS IN    STATION       DATE OF     
           MARKET             RANK(A)   STATIONS    STATUS(B)   CHANNEL    AFFILIATION   THE MARKET(C)   RANK(D)     FCC LICENSE   
- ----------------------------- --------- ---------- ------------ ---------  ------------- --------------- --------- ----------------
                                                                                                        
Pittsburgh, Pennsylvania ....     19      WPGH     O&O             53         FOX              6            4            8/1/99    
                                          WPTT     LMA             22         UPN                           5            8/1/99    
Sacramento, California ......     20      KOVR     O&O             13         CBS              8            3            2/1/99    
St. Louis, Missouri .........     21      KDNL     O&O             30         ABC              7            5            2/1/98    
Baltimore, Maryland .........     23      WBFF     O&O             45         FOX              5            4           10/1/04    
                                          WNUV     LMA             54         UPN                           5           10/1/04    
Indianapolis, Indiana  ......     25      WTTV     LMA(e)           4         UPN              8            4            8/1/97 (f)
                                          WTTK      LMA(e)(g)      29         UPN                           4            8/1/97 (f)
Raleigh-Durham,                                                                                                                    
 North Carolina  ............     29      WLFL     O&O             22         FOX              5            3           12/1/04    
                                          WRDC     LMA             28         UPN                           5           12/1/04    
Cincinnati, Ohio ............     30      WSTR     O&O             64         UPN              5            5           10/1/97 (f)
Milwaukee, Wisconsin   ......     31      WCGV     O&O             24         UPN              6            4           12/1/97 (f)
                                          WVTV     LMA             18         WB                            5           12/1/97 (f)
Kansas City, Missouri  ......     32      KSMO     O&O             62         UPN              5            5            2/1/98    
Columbus, Ohio   ............     34      WTTE     O&O             28         FOX              5            4           10/1/97 (f)
Asheville, North Carolina                                                                                                          
 and Greenville/                                                                                                                   
 Spartanburg/Anderson,                                                                                                             
 South Carolina     .........     35      WFBC     LMA             40         IND(h)           6            5           12/1/04    
                                          WLOS     O&O             13         ABC              6            3           12/0/04    
San Antonio, Texas  .........     38      KABB     O&O             29         FOX              7            4            8/1/98    
                                          KRRT     LMA             35         UPN                           6            8/1/98    
Norfolk, Virginia   .........     40      WTVZ     O&O             33         FOX              6            4           10/1/04    
Oklahoma City,                                                                                                                     
 Oklahoma  ..................     43      KOCB     O&O             34         UPN              7            5            6/1/98    
Birmingham, Alabama .........     51      WTTO     O&O             21         WB               5            4            4/1/05    
                                          WABM     LMA             68         UPN                           5            4/1/05    
Charleston and Hunting-                                                                                                            
 ton, West Virginia               56      WCHS     Pending          8         ABC              4            3          10/10/00    
Mobile, Alabama and                                                                                                                
 Pensacola, Florida .........     61      WEAR     Pending          3         ABC              6            2            2/1/02    
                                          WFGX     Pending(i)      35         WB                            6            4/1/02    
Flint/Saginaw/Bay City,                                                                                                            
 Michigan  ..................     62      WSMH     O&O             66         FOX              5            4           10/1/97 (f)
Las Vegas, Nevada   .........     64      KUPN     O&O             21         UPN              8            5           10/1/98    
Lexington, Kentucky .........     68      WDKY     O&O             56         FOX              5            4            8/1/05    
Des Moines, Iowa ............     71      KDSM     O&O             17         FOX              4            4            2/1/98    
Burlington, Vermont and                                                                                                            
 Plattsburgh, New York            91      WPTZ     Pending          5         NBC              4            2            1/1/99    
                                          WNNE     Pending(j)      31         NBC                           3            4/1/99    
                                          WFFF     Pending(i)      44         FOX                            (k)         4/1/99    
Peoria/Bloomington,                                                                                                                
 Illinois  ..................    110      WYZZ     O&O             43         FOX              4            4           12/1/97 (f)
Tuscaloosa, Alabama .........    185      WDBB     LMA(l)          17         WB               2            2            4/1/05    
                                                                           


                          (footnotes on following page)

- ----------

                                      S-37



(a)  Rankings  are based on the relative  size of a station's  DMA among the 211
     generally recognized DMAs in the United States as estimated by Nielsen.

(b)  "O&O" refers to stations owned and operated by the Company, "LMA" refers to
     stations to which the Company provides  programming services pursuant to an
     LMA and "Pending" refers to stations the Company has agreed to acquire. See
     "-- 1997 Acquisitions."

(c)  Represents  the  number of  television  stations  designated  by Nielsen as
     "local" to the DMA, excluding public television stations and stations which
     do not meet the minimum  Nielsen  reporting  standards  (weekly  cumulative
     audience of at least 2.5%) for the Sunday-Saturday,  6:00 a.m. to 2:00 a.m.
     time period.

(d)  The rank of each  station  in its market is based  upon the  November  1996
     Nielsen estimates of the percentage of persons tuned to each station in the
     market from 6:00 a.m. to 2:00 a.m., Sunday-Saturday.

(e)  Non-License  Assets  acquired from River City  Broadcasting,  L.P.  ("River
     City") and option exercised to acquire License Assets will become owned and
     operated  upon FCC  approval of  transfer of License  Assets and closing of
     acquisition of License Assets.

(f)  License renewal application pending.

(g)  WTTK  currently  simulcasts  all of the  programming  aired on WTTV and the
     station rank applies to the combined viewership of these stations.

(h)  "IND" or "Independent"  refers to a station that is not affiliated with any
     of ABC, CBS, NBC, Fox, WB or UPN.

(i)  The  Company  will  provide  programming  services  to  this  station  upon
     completion of the Heritage Acquisition.

(j)  WNNE currently simulcasts the programming broadcast on WPTZ.

(k)  This  station  began  broadcast  operations  in August 1997 and has not yet
     established a rank.

(l)  WDBB simulcasts the programming broadcast on WTTO.


Operating Strategy

     The  Company's  television  operating  strategy  includes the following key
elements:


Attracting Viewership

     The  Company  seeks to attract  viewership  and expand its  audience  share
through selective, high-quality programming.

     Popular  Programming.  The Company  believes  that an  important  factor in
attracting  viewership to its stations is their network  affiliations  with Fox,
WB, ABC, CBS and UPN. These  affiliations  enable the Company to attract viewers
by  virtue of the  quality  first-run  original  programming  provided  by these
networks and the networks' promotion of such programming. The Company also seeks
to  obtain,  at  attractive  prices,  popular  syndicated  programming  that  is
complementary  to  the  station's  network  affiliation.   Examples  of  popular
syndicated  programming obtained by the Company for broadcast on its Fox, WB and
UPN affiliates and  Independent  stations are "Mad About You,"  "Frasier,"  "The
Simpsons,"   "Home   Improvement"   and   "Seinfeld."  In  addition  to  network
programming,  the Company's ABC and CBS affiliates broadcast news magazine, talk
show, and game show  programming such as "Hard Copy,"  "Entertainment  Tonight,"
"Regis and Kathie Lee," "Wheel of Fortune" and "Jeopardy."

     Children's  Programming.  The  Company  seeks to be a leader in  children's
programming in each of its respective DMAs. The Company's nationally  recognized
"Kids  Club" was the  forerunner  and model for the Fox  network-wide  marketing
efforts promoting  children's  programming.  Sinclair carries the Fox Children's
Network ("FCN") and WB's and UPN's children's programming,  all of which include
significant  amounts  of  animated  programming  throughout  the week.  In those
markets  where the Company owns or programs ABC or CBS  affiliates,  the Company
broadcasts those networks' animated programming during weekends.  In addition to
this  animated  programming,  the Company  broadcasts  other forms of children's
programming, which may be produced by the Company or by an affiliated network.

     Counter-Programming. The Company's programming strategy on its Fox, WB, UPN
and Independent stations also includes  "counter-programming," which consists of
broadcasting programs that are alternatives to the types of programs being shown
concurrently  on  competing  stations.  This  strategy  is  designed  to attract
additional  audience  share in  demographic  groups  not  served  by  concurrent
program-



                                      S-38



ming on competing  stations.  The Company believes that  implementation  of this
strategy enables its stations to achieve  competitive  rankings in households in
the 18-49 and 25-54  demographics and to offer greater  diversity of programming
in each of its DMAs.

     Local News. The Company  believes that the production and  broadcasting  of
local news can be an important link to the community and an aid to the station's
efforts to expand its  viewership.  In  addition,  local  news  programming  can
provide access to advertising  sources targeted  specifically to local news. The
Company carefully assesses the anticipated benefits and costs of producing local
news prior to introduction at a Company station because a significant investment
in capital equipment is required and substantial operating expenses are incurred
in  introducing,  developing and producing local news  programming.  The Company
currently provides local news programming at WBFF and WNUV in Baltimore, WLFL in
Raleigh/Durham, KDNL in St. Louis, KABB in San Antonio, KOVR in Sacramento, WPGH
in Pittsburgh and WLOS in Asheville.  The Company also  broadcasts news programs
on WDKY in  Lexington,  which are  produced  in part by the  Company and in part
through the purchase of production  services from an independent third party and
on WTTV in  Indianapolis,  which are produced by a third party in exchange for a
limited  number of  advertising  spots.  River City  provides  the Company  news
production  services with respect to the production of news  programming  and on
air  talent on WTTE.  Pursuant  to an  agreement,  River City  provides  certain
services to the Company in return for a fee equal to approximately  $416,000 per
year. The possible  introduction of local news at the other Company  stations is
reviewed  periodically.   The  Company's  policy  is  to  institute  local  news
programming  at a specific  station only if the expected  benefits of local news
programming at the station are believed to exceed the associated  costs after an
appropriate start-up period.

     Popular  Sporting  Events.  The  Company  attempts  to capture a portion of
advertising  dollars  designated to sports  programming  in selected  DMAs.  The
Company's WB and UPN affiliated and  independent  stations  generally face fewer
restrictions  on   broadcasting   live  local  sporting  events  than  do  their
competitors  that are affiliates of the major networks and Fox since  affiliates
of the major networks and Fox are subject to prohibitions against preemptions of
network  programming.  The Company has been able to acquire the local television
broadcast rights for certain sporting  events,  including NBA basketball,  Major
League Baseball, NFL football, NHL hockey, ACC basketball,  Big Ten football and
basketball,   and  SEC  football.   The  Company  seeks  to  expand  its  sports
broadcasting  in  DMAs as  profitable  opportunities  arise.  In  addition,  the
Company's  stations that are affiliated with Fox, ABC and CBS broadcast  certain
Major League Baseball games,  NFL football games and NHL hockey games as well as
other popular sporting events.


Innovative Local Sales and Marketing

     The  Company  believes  that it is able to attract new  advertisers  to its
stations and increase its share of existing  customers'  advertising  budgets by
creating a sense of partnership  with those  advertisers.  The Company  develops
such relationships by training its sales forces to offer new marketing ideas and
campaigns to  advertisers.  These  campaigns  often involve the  sponsorship  by
advertisers of local  promotional  events that capitalize on the station's local
identity  and  programming  franchises.  For example,  several of the  Company's
stations  stage local "Kids Fairs" which allow station  advertisers to reinforce
their on-air  advertising with their target  audience.  Through its strong local
sales and marketing  focus,  the Company seeks to capture an increasing share of
its revenues from local  sources,  which are generally more stable than national
advertising.


Control of Operating and Programming Costs


     By employing a disciplined approach to managing programming acquisition and
other  costs,  the Company has been able to achieve  operating  margins that the
Company believes are among the highest in the television broadcast industry. The
Company has sought and will continue to seek to acquire quality  programming for
prices  at or  below  prices  paid in the  past.  As an  owner  or  provider  of
programming  services to 29 stations in 21 DMAs  reaching  approximately  15% of
U.S. television households (without giving effect to the Heritage  Acquisition),
the  Company  believes  that it is able to  negotiate  favorable  terms  for the
acquisition of programming.  Moreover, the Company emphasizes control of each of
its stations'  programming and operating costs through  program-specific  profit
analysis,  detailed  budgeting,  tight control over staffing levels and detailed
long-term planning models.



                                      S-39



Attract and Retain High Quality Management

     The  Company  believes  that much of its  success is due to its  ability to
attract and retain highly skilled and motivated managers,  both at the corporate
and local  station  levels.  A portion of the  compensation  provided to general
managers,  sales managers and other station managers is based on their achieving
certain operating  results.  The Company also provides its corporate and station
managers with deferred  compensation  plans offering  options to acquire Class A
Common Stock.


Community Involvement

     Each of the Company's  stations actively  participates in various community
activities and offers many community services.  The Company's activities include
broadcasting  programming  of local  interest and  sponsorship  of community and
charitable  events.  The Company also encourages its station employees to become
active members of their communities and to promote  involvement in community and
charitable  affairs.  The Company believes that active community  involvement by
its stations  provides its stations with increased  exposure in their respective
DMAs and ultimately increases viewership and advertising support.


Establish LMAs

     The Company  believes  that it can attain  significant  growth in operating
cash flow through the utilization of LMAs. By expanding its presence in a market
in which it owns a station,  the Company can  improve its  competitive  position
with respect to a  demographic  sector.  In addition,  by providing  programming
services to an  additional  station in a market,  the Company is able to realize
significant economies of scale in marketing,  programming,  overhead and capital
expenditures. The Company provides programming services pursuant to an LMA to an
additional  station in seven of the 21  television  markets in which the Company
owns or programs a station.


Programming and Affiliations

     The Company  continually  reviews its existing  programming  inventory  and
seeks to purchase the most  profitable and  cost-effective  syndicated  programs
available  for each time period.  In  developing  its  selection  of  syndicated
programming, the Company balances the cost of available syndicated programs with
their  potential to increase  advertising  revenue and the risk of their reduced
popularity  during  the  term of the  program  contract.  The  Company  seeks to
purchase only those programs with  contractual  periods that permit  programming
flexibility and which complement a station's  overall  programming  strategy and
counter-programming  strategy.  Programs that can perform  successfully  in more
than  one  time  period  are  more  attractive  due to the  long  lead  time and
multi-year commitments inherent in program purchasing.

     Twenty-eight  of the 29 television  stations owned or provided  programming
services by the Company  currently  operate as affiliates of Fox (ten stations),
UPN (twelve  stations),  ABC (two  stations),  WB (three  stations)  or CBS (one
station).  The networks produce and distribute  programming in exchange for each
station's  commitment  to  air  the  programming  at  specified  times  and  for
commercial announcement time during the programming. In addition, networks other
than Fox and UPN pay each  affiliated  station a fee for each  network-sponsored
program broadcast by the stations.

     On August 21, 1996,  the Company  entered  into an agreement  with Fox (the
"Fox  Agreement")  which,  among other  things,  provides  that the  affiliation
agreements between Fox and eight stations owned or provided programming services
by the Company  (except as noted below)  would be amended to have new  five-year
terms commencing on the date of the Fox Agreement.  Fox has the option to extend
the affiliation agreements for additional five-year terms and must extend all of
the  affiliation  agreements if it extends any (except that Fox may  selectively
renew  affiliation  agreements  if any  station  has  breached  its  affiliation
agreement). The Fox Agreement also provides that the Company will have the right
to  purchase,  for fair  market  value,  any  station  Fox  acquires in a market
currently  served by a Company-owned  Fox affiliate  (other than the Norfolk and
Raleigh-Durham markets) if Fox determines to terminate the affiliation agreement
with the  Company's  station in that market and operate the station  acquired by
Fox as a Fox  affiliate.  The  Fox  Agreement  confirmed  that  the  affiliation
agreements for WTVZ-TV (Norfolk, Virginia) and WLFL-TV

                                      S-40



(Raleigh, North Carolina) will terminate August 31, 1998. The Fox Agreement also
includes  provisions  limiting  the  ability  of  the  Company  to  preempt  Fox
programming  except  where it has  existing  programming  conflicts or where the
Company preempts to serve a public purpose.

     The  Company's  affiliation  agreements  with  ABC for KDNL and WLOS in St.
Louis and  Asheville,  respectively,  have ten-year  terms  expiring in 2005 and
2004,  respectively.  Each of the Company's  current UPN affiliation  agreements
expires in January 1998 unless renewed by the Company.

     On July 4, 1997, the Company entered into an agreement with WB, pursuant to
which the Company agreed that certain  stations  currently  affiliated  with UPN
would  terminate  their  affiliations  with  UPN  at  the  end  of  the  current
affiliation  term in January 1998, and would enter into  affiliation  agreements
with WB  effective  as of that  date.  The  Company  has  advised  UPN  that the
following  stations owned or provided  programming  services by the Company will
not renew their  affiliation  agreements  with UPN when the  current  agreements
expire  on  January  15,  1998:  WPTT-TV,  Pittsburgh,   Pennsylvania,  WNUV-TV,
Baltimore, Maryland. WSTR-TV, Cincinnati, Ohio, KRRT-TV, San Antonio, Texas, and
KOCB-TV,  Oklahoma  City,  Oklahoma.  These  stations  will enter into  ten-year
affiliation agreements with WB beginning on January 16, 1998. Pursuant to the WB
Agreement, the WB affiliation agreements of WVTV-TV,  Milwaukee,  Wisconsin, and
WTTO-TV,  Birmingham,  Alabama  (whose  programming  is  simulcasted on WDBB-TV,
Tuscaloosa,  Alabama),  have been  extended to January 16,  2008.  In  addition,
WFBC-TV in Greenville, South Carolina will become affiliated with WB on November
1, 1999 when WB's  current  affiliation  with  another  station  in that  market
expires.  WTVZ-TV,  Norfolk, Virginia and WLFL-TV, Raleigh, North Carolina, will
become  affiliated with WB when their  affiliations  with Fox expire.  These Fox
affiliations are scheduled to expire on August 31, 1998.

     Under the terms of the WB  Agreement,  WB has agreed to pay the Company $64
million in aggregate amount in monthly installments during the first eight years
commencing on January 16, 1998 in  consideration  for entering into  affiliation
agreements  with WB. In addition,  WB will be obligated to pay an additional $10
million  aggregate  amount in monthly  installments in each of the following two
years  provided  that  WB is in  the  business  of  supplying  programming  as a
television network during each of those years.

     In August 1997,  UPN filed an action in Los Angeles  Superior Court against
the Company,  seeking  declaratory  relief and specific  performance  or, in the
alternative,  unspecified  damages and alleging that neither the Company nor its
affiliates  provided  proper notice of their intention not to extend the current
UPN affiliations  beyond January 15, 1998.  Certain  subsidiaries of the Company
have filed an action in the Circuit Court for Baltimore City seeking declaratory
relief that their notice was effective to terminate the  affiliations on January
15, 1998.

     Each of the  affiliation  agreements  relating to stations  involved in the
River City  Acquisition  (other  than River  City's Fox and ABC  affiliates)  is
terminable  by the network upon  transfer of the License  Assets of the station.
Since transfer of the License  Assets,  no such  affiliation  agreement has been
terminated.

                                      S-41



RADIO BROADCASTING

     The  following  table sets forth  certain  information  regarding the radio
stations (i) owned and operated by the Company,  (ii) programmed by the Company,
(iii) with which the  Company has a JSA, or (iv) which the Company has an option
or has agreed to acquire:



                          RANKING OF                                              STATION RANK   EXPIRATION
       GEOGRAPHIC          STATION'S            STATION               PRIMARY      IN PRIMARY     DATE OF
         MARKET            MARKET BY          PROGRAMMING           DEMOGRAPHIC    DEMOGRAPHIC      FCC
       SERVED(A)          REVENUE(B)             FORMAT              TARGET(C)      TARGET(D)     LICENSE
- ------------------------- ------------ --------------------------- -------------- -------------- -----------
                                                                                  
Los Angeles, California    1
 KBLA-AM(e)                            Korean                      N/A(e)             N/A(e)     12/1/97(f)
St. Louis, Missouri       18
 KPNT-FM                               Alternative Rock            Adults 18-34           2       2/1/05
 WVRV-FM                               Modern Adult Contemporary   Adults 18-34           3      12/1/04
 WRTH-AM(g)                            Adult Standards             Adults 25-54          20       2/2/04
 WIL-FM(g)                             Country                     Adults 25-54           7       2/2/04
 KIHT-FM(g)                            70s Rock                    Adults 25-54          11       2/1/05
Portland, Oregon          22
 KKSN-AM(g)                            Adult Standards             Adults 25-54          28       2/1/98
 KKSN-FM(g)                            60s Oldies                  Adults 25-54           5       2/1/98
 KKRH-FM(g)                            70s Rock                    Adults 25-54           7       2/1/98
Kansas City, Missouri     29
 KCAZ-AM(g)(h)                         Children's                  N/A(h)             N/A(h)
 KCFX-FM(g)                            70s Rock                    Adults 25-54           1       6/1/97
 KQRC-FM(g)                            Active Rock                 Adults 18-34           2       6/1/97
 KCIY-FM(g)                            Smooth Jazz                 Adults 25-54          11       4/2/01
 KXTR-FM(g)                            Classical                   Adults 25-54          18       4/2/01
Milwaukee, Wisconsin      32
 WEMP-AM(g)                            60s Oldies                  Adults 25-54          26      12/1/00
 WMYX-FM(g)                            Adult Contemporary          Adults 25-54           6      12/1/00
 WAMG-FM(g)                            Rhythmic                    Adults 25-54          15      12/1/03
Nashville, Tennessee      34
 WLAC-FM                               Adult Contemporary          Women 25-54            5       8/1/04
 WJZC-FM                               Smooth Jazz                 Women 25-54            9       8/1/04
 WLAC-AM                               News/Talk/Sports            Adults 35-64           9       8/1/04
New Orleans, Louisiana    38
 WLMG-FM                               Adult Contemporary          Women 25-54            4       6/1/04
 KMEZ-FM                               Urban Oldies                Women 25-54            6       6/1/04
 WWL-AM                                News/Talk/Sports            Adults 35-64           1       6/1/04
 WSMB-AM                               Talk/Sports                 Adults 35-64          17       6/1/04
 WBYU-AM(g)                            Adult Standards             Adults 25-54          19       6/1/98
 WEZB-FM(g)                            Adult Contemporary          Adults 25-54          10       6/1/05
 WRNO-FM(g)                            70s Rock                    Adults 25-54           8       6/1/01
Memphis, Tennessee        40
 WRVR-FM                               Soft Adult Contemporary     Women 25-54            2       8/1/04
 WJCE-AM                               Urban Oldies                Women 25-54           13       8/1/04
 WOGY-FM                               Country                     Adults 25-54           7       8/1/04
Norfolk, Virginia         41
 WGH-AM(g)                             Sports Talk                 Adults 25-54          18      12/1/01
 WGH-FM(g)                             Country                     Adults 25-54           3      12/1/01
 WVCL-FM(g)                            60s Oldies                  Adults 25-54          10      12/1/01
Buffalo, New York         42
 WMJQ-FM                               Adult Contemporary          Women 25-54            2       6/1/98
 WKSE-FM                               Contemporary Hit Radio      Women 18-49            1       6/1/98
 WBEN-AM                               News/Talk/Sports            Adults 35-64           6       6/1/98
 WWKB-AM                               Country                     Adults 35-64          18       6/1/98
 WGR-AM                                Sports                      Adults 25-54           9       6/1/98
 WWWS-AM                               Urban Oldies                Women 25-54           11       6/1/98
                                                                                                        (con



                                      S-42





                         RANKING OF                                            STATION RANK   EXPIRATION
      GEOGRAPHIC          STATION'S           STATION              PRIMARY      IN PRIMARY      DATE OF
        MARKET            MARKET BY         PROGRAMMING          DEMOGRAPHIC    DEMOGRAPHIC       FCC
       SERVED(A)         REVENUE(B)            FORMAT             TARGET(C)      TARGET(D)      LICENSE
- ------------------------ ------------ ------------------------- -------------- -------------- ------------
                                                                               
Rochester, New York          53
 WBBF-AM(g)                           Adult Standards           Adults 25-54         23          6/1/98
 WBEE-FM(g)                           Country                   Adults 25-54          1          6/1/98
 WKLX-FM(g)                           60s Oldies                Adults 25-54          7          6/1/98
 WQRV-FM(g)                           Classic Hits              Adults 25-54          9          6/1/98
Asheville/Greenville/        60
 Spartanburg, South
 Carolina
 WFBC-FM(i)                           Contemporary Hit Radio    Women 18-49           4         12/1/03
 WORD-AM(i)                           News/Talk                 Adults 35-64          9         12/1/03
 WYRD-AM(i)                           News/Talk                 Adults 35-64         10         12/1/03
 WSPA-AM(i)                           Full Service/Talk         Adults 35-64         15         12/1/03
 WSPA-FM(i)                           Soft Adult Contemporary   Women 25-54           4         12/1/03
 WOLI-FM(i)                           Oldies                    Adults 25-54          9         12/1/03
 WOLT-FM(i)                           Oldies                    Adults 25-54         11         12/1/03
Wilkes-Barre/Scranton,       68
 Pennsylvania
 WKRZ-FM(j)                           Contemporary Hit Radio    Adults 18-49          1          8/1/98
 WGGY-FM                              Country                   Adults 25-54          2          8/1/98
 WILK-AM(k)                           News/Talk/Sports          Adults 35-64          8          8/1/98
 WGBI-AM(k)                           News/Talk/Sports          Adults 35-64         20          8/1/98
 WWSH-FM(l)(m)                        Soft Hits                 Women 25-54           7          8/1/98
 WILP-AM(k)                           News/Talk/Sports          Adults 35-64         19          8/1/98
 WWFH-FM(m)                           Soft Hits                 Women 25-54          10          8/1/98
 WKRF-FM(j)                           Contemporary Hit Radio    Adults 18-49         17          8/1/98

- ----------
(a)  Actual city of license may differ from the geographic market served.

(b)  Ranking of the principal  radio market served by the station among all U.S.
     radio markets by 1996 aggregate gross radio broadcast  revenue according to
     Duncan's Radio Market Guide -- 1997 Edition.

(c)  Due to variations that may exist within  programming  formats,  the primary
     demographic  target of  stations  with the same  programming  format may be
     different.

(d)  All information  concerning ratings and audience  listening  information is
     derived  from the Spring  1997  Arbitron  Metro Area  Ratings  Survey  (the
     "Spring 1997 Arbitron"). Arbitron is the generally accepted industry source
     for statistical  information concerning audience ratings. Due to the nature
     of listener  surveys,  other radio  ratings  services may report  different
     rankings;  however,  the Company  does not believe  that any radio  ratings
     service  other than  Arbitron is accorded  significant  weight in the radio
     broadcast  industry.  "Station Rank in Primary  Demographic  Target" is the
     ranking of the  station  among all radio  stations  in its market  that are
     ranked  in its  target  demographic  group  and is based  on the  station's
     average persons share in the primary  demographic  target in the applicable
     Metro Survey Area. Source:  Average Quarter Hour Estimates,  Monday through
     Sunday, 6:00 a.m. to midnight, Spring 1997 Arbitron.

(e)  Programming  is  provided to this  station by a third party  pursuant to an
     LMA.

(f)  License renewal application pending.

(g)  The  Company  has the right to acquire  the  assets of this  station in the
     Heritage Acquisition.

(h)  This station is being  programmed by a third party  pursuant to an LMA. The
     third  party has an option to  acquire  this  station  for  $550,000  which
     expires on September 30, 1997.

(i)  The  Company has an option to acquire  Keymarket  of South  Carolina,  Inc.
     ("Keymarket" or "KSC").  Keymarket owns and operates  WYRD-AM,  WORD-AM and
     WFBC-FM,  and has exercised its option to acquire WSPA-AM and WSPA-FM,  and
     provides  sales  services  pursuant  to a JSA and has an option to  acquire
     WOLI-FM and WOLT-FM.

(j)  WKRZ-FM and WKRF-FM simulcast their programming.

(k)  WILK-AM, WGBI-AM and WILP-AM simulcast their programming.

(l)  The  Company  has agreed to  acquire  this  station  and has  obtained  FCC
     approval  to  acquire  the  related  licenses.  The  Company  is  currently
     providing sales services to this station pursuant to a JSA.

(m)  WWSH-FM and WWFH-FM simulcast their programming.


                                      S-43



Radio Operating Strategy


     The Company's  radio  strategy is to operate a cluster of radio stations in
selected  geographic markets throughout the country.  In each geographic market,
the  Company  employs  broadly  diversified  programming  formats to appeal to a
variety of demographic groups within the market. The Company seeks to strengthen
the identity of each of its stations  through its  programming  and  promotional
efforts,  and emphasizes that identity to a far greater degree than the identity
of any local radio personality.

     The Company believes that its strategy of appealing to diverse  demographic
groups in selected  geographic  markets allows it to reach a larger share of the
overall  advertising  market  while  realizing  economies  of scale and avoiding
dependence  on one  demographic  or  geographic  market.  The  Company  realizes
economies  of scale  by  combining  sales  and  marketing  forces,  back  office
operations and general  management in each geographic  market. At the same time,
the  geographic  diversity of its portfolio of radio  stations  helps lessen the
potential impact of economic  downturns in specific markets and the diversity of
target  audiences  served  helps  lessen  the  impact of  changes  in  listening
preferences.  In addition,  the geographic and demographic  diversity allows the
Company to avoid dependence on any one or any small group of advertisers.

     The  Company's  group of radio  stations  includes the top billing  station
group in two markets and one of the top three billing  station groups in each of
its markets other than Los Angeles,  St. Louis and Nashville.  Through ownership
or LMAs, the group also includes duopolies in six of its seven markets and, upon
exercise of options to acquire stations in the  Asheville/Greenville/Spartanburg
market, the Company will have duopolies in seven of its eight markets.

     Depending on the programming  format of a particular  station,  there are a
predetermined  number  of  advertisements   broadcast  each  hour.  The  Company
determines the optimum number of  advertisements  available for sale during each
hour without jeopardizing listening levels (and the resulting ratings). Although
there may be shifts from time to time in the number of advertisements  available
for sale during a particular  time of day,  the total  number of  advertisements
available for sale on a particular station normally does not vary significantly.
Any  change in net  radio  broadcasting  revenue,  with the  exception  of those
instances  where  stations  are  acquired or sold,  is  generally  the result of
pricing adjustments made to ensure that the station effectively uses advertising
time  available  for sale,  an increase in the number of  commercials  sold or a
combination of these two factors.

     Large,  well-trained  local sales forces are  maintained  by the Company in
each of its radio markets.  The Company's principal goal is to utilize its sales
efforts to develop long-standing  customer relationships through frequent direct
contacts,  which the Company believes provides it with a competitive  advantage.
Additionally,  in some radio  markets,  duopolies  permit  the  Company to offer
creative advertising packages to local, regional and national advertisers.  Each
radio  station  programmed  by the Company also  engages a national  independent
sales  representative to assist it in obtaining national  advertising  revenues.
These  representatives  obtain advertising through national advertising agencies
and receive a commission  from the radio station based on its gross revenue from
the advertising obtained.


BROADCASTING ACQUISITION STRATEGY

     On February 8, 1996,  the  Telecommunications  Act of 1996 (the "1996 Act")
was signed into law. The 1996 Act represents  the most sweeping  overhaul of the
country's  telecommunications  laws  since the  Communications  Act of 1934,  as
amended (the "Communications Act"). The 1996 Act relaxes the broadcast ownership
rules and simplifies the process for renewal of broadcast station licenses.

     The Company  believes  that the enactment of the 1996 Act presents a unique
opportunity  to  build a  larger  and  more  diversified  broadcasting  company.
Additionally,  the Company  expects  that the  opportunity  to act as one of the
consolidators  of the  industry  will  enable  the  Company  to gain  additional
influence  with program  suppliers,  television  networks,  other  vendors,  and
alternative  delivery media. The additions to the Company's management team as a
result of the River City Acquisition have given it additional  resources to take
advantage of these developments.



                                      S-44



     In implementing its acquisition strategy, the Company seeks to identify and
pursue favorable  station or group  acquisition  opportunities  primarily in the
15th to 75th  largest  DMAs and  Metro  Service  Areas  ("MSAs").  In  assessing
potential  acquisitions,  the Company examines  opportunities to improve revenue
share, audience share and/or cost control.  Additional factors considered by the
Company in a potential  acquisition  include  geographic  location,  demographic
characteristics  and  competitive  dynamics  of the  market.  The  Company  also
considers the opportunity for  cross-ownership  of television and radio stations
and the opportunity it may provide for cross-promotion and cross-selling.

     In  conjunction  with its  acquisitions,  the  Company may  determine  that
certain  of the  acquired  stations  may not be  consistent  with the  Company's
strategic plan. In such an event, the Company reviews opportunities for swapping
such  stations  with third  parties for other  stations or selling such stations
outright. The Heritage Acquisition may provide such opportunities.

     Since the 1996 Act became  effective,  the Company has  acquired,  obtained
options  to  acquire or has  acquired  the right to  program  or  provide  sales
services to 18 television and 34 radio  stations for an aggregate  consideration
of approximately $1.3 billion. Certain terms of these acquisitions are described
below:

     River  City  Acquisition.  On May 31,  1996,  pursuant  to an  amended  and
restated asset purchase  agreement,  the Company acquired all of the Non-License
Assets of River  City other than the  assets  relating  to WSYX-TV in  Columbus,
Ohio.  Simultaneously,  the Company  entered  into a 10-year LMA with River City
with respect to all of River City's  License  Assets (with the  exception of the
License Assets relating to WSYX-TV).  The Company has since exercised options to
acquire all of River City's License Assets other than License Assets relating to
WTTV-TV and WTTK-TV in  Indianapolis,  Indiana,  WSYX-TV in  Columbus,  Ohio and
WFBC-TV in Greenville, South Carolina. Glencairn has acquired the License Assets
of WFBC-TV, and the Company provides programming services to WFBC-TV pursuant to
an LMA.  The  Company  has a 10-year  option (the  "License  Assets  Option") to
acquire  River City's  License  Assets  relating to WTTV-TV and  WTTK-TV,  and a
three-year  option to acquire the assets  relating to WSYX-TV  (both the License
and Non-License Assets,  collectively the "Columbus Option"). The exercise price
for the License  Assets  Option for WTTV-TV and WTTK-TV is $1.9  million and the
Company is required to pay a quarterly extension fee with respect to the License
Assets Option of 15% of the option exercise price through May 3, 1998 and 25% of
the option exercise price thereafter. Acquisition of the License Assets relating
to WTTV-TV  and  WTTK-TV is now  subject to FCC  approval  of  transfer  of such
License  Assets.  There can be no assurance that this approval will be obtained.
An application  for transfer of the License Assets was filed in November 1996. A
petition was filed to deny this application and, at the Company's  request,  the
FCC has withheld  action on this  application.  The  petitioner has appealed the
withholding of action on the application.

     At the time of the River City  Acquisition,  the Company also acquired from
another  party the  Non-License  Assets  relating to one  additional  television
station (KRRT-TV in Kerrville,  Texas) to which River City provided  programming
pursuant to an LMA. Glencairn has acquired the License Assets of KRRT-TV and the
Company provides programming services to KRRT-TV pursuant to an LMA. The Company
has also  acquired or has agreed to acquire  four radio  stations to which River
City provided programming or sales services.

     On July 17, 1997, the Company and Glencairn  acquired the License Assets of
WLOS-TV and  WFBC-TV,  respectively.  An  application  for review has been filed
which appeals the FCC's grants of the Company's  application to acquire  WLOS-TV
in the  Asheville/Greenville/Spartanburg  market and Glencairn's  application to
acquire WFBC-TV in that market.

     The  Company  paid an  aggregate  of  approximately  $1.0  billion  for the
Non-License  Assets and the  options to acquire  License  Assets  consisting  of
$847.6 million in cash and 1,150,000  shares of Series A Preferred  Stock of the
Company and options to acquire  1,382,435  shares of Class A Common  Stock at an
exercise  price of $30.11.  The Series A Preferred  Stock has been exchanged for
1,150,000  shares of Series B Preferred Stock of the Company,  which at issuance
had an aggregate  liquidation  value of $115 million and are  convertible at any
time,  at the option of the holders,  into an  aggregate of 4,181,818  shares of
Class A Common Stock of the Company (which had a market value on May 31, 1996 of
approximately  $125.1  million).  The exercise price for the Columbus  Option is
approximately $130 mil-



                                      S-45



lion plus the amount of  indebtedness  secured by the WSYX assets on the date of
exercise  (not to exceed the amount  outstanding  on the date of closing of $105
million) and the Company is required to pay an extension fee with respect to the
Columbus Option as follows:  (i) 8% of $130 million for the first year following
the  closing of the River City  Acquisition;  (ii) 15% of $130  million  for the
second  year  following  the  closing;  and (iii) 25% of $130  million  for each
following year. The extension fee accrues beginning on the date of closing,  and
is payable  (beginning  December 31, 1996) at the end of each  calendar  quarter
until such time as the  option is  exercised  or River  City sells  WSYX-TV to a
third  party,  which  River  City  has  the  right  to  do  in  certain  limited
circumstances.  The Company paid the extension  fees due March 31, 1997 and June
30, 1997.  The Company has acquired all of the River City License  Assets except
those  related to WTTV-TV  and  WTTK-TV,  and the Company  continues  to provide
programming  services to WTTV-TV and WTTK-TV pursuant to an LMA with River City.
Pursuant to the LMA with River City, the Company is required to provide at least
166 hours per week of programming to WTTV-TV and WTTK-TV and, subject to certain
exceptions,  River City is required to broadcast all programming provided by the
Company.  The Company is required to pay River City  monthly  fees under the LMA
with respect to WTTV-TV and WTTK-TV in an amount  sufficient to cover  specified
expenses  of  operating  the  stations.  The  Company  has  the  right  to  sell
advertising time on the stations during the hours programmed by the Company.

     The  Company  and River City  filed  notification  under the HSR Act,  with
respect to the Company's  acquisition  of all River City assets prior to closing
the acquisition.  After the United States Justice  Department  ("DOJ") indicated
that  it  would   request   additional   information   regarding  the  antitrust
implications  of the  acquisition  of  WSYX-TV  by the  Company  in light of the
Company's  ownership  of  WTTE-TV,  the  Company and River City agreed to submit
separate  notifications  with respect to the WSYX-TV  assets and the other River
City assets.  The DOJ then granted early  termination of the waiting period with
respect to the transfer of the River City assets other than WSYX-TV,  permitting
the acquisition of those assets to proceed. The Company and River City agreed to
notify the DOJ 30 days before  entering  into an LMA or similar  agreement  with
respect to WSYX-TV and agreed not to enter into such an agreement  until 20 days
after  substantially  complying  with  any  request  for  information  from  DOJ
regarding  the  transaction.  The  Company  is in the  process  of  preparing  a
submission to the DOJ regarding the competitive  effects of entering into an LMA
arrangement  in Columbus.  The Company has agreed to sell the License  Assets of
WTTE-TV  to  Glencairn  and to  enter  into an LMA  with  Glencairn  to  provide
programming services to WTTE-TV. The FCC has approved this transaction,  but the
Company does not believe  that this  transaction  will be  completed  unless the
Company acquires WSYX-TV.

     In the River City Acquisition,  the Company also acquired an option held by
River  City to  purchase  either  (i) all of the  assets of  Keymarket  of South
Carolina,  Inc. for the  forgiveness of debt held by the Company in an aggregate
principal  amount of  approximately  $7.4  million as of August 22,  1997,  plus
payment of approximately  $1,000,000 less certain adjustments or (ii) all of the
stock of KSC for  $1,000,000  less  certain  adjustments.  KSC owns and operates
three radio stations in the  Asheville/Greenville/  Spartanburg,  South Carolina
MSA (WFBC-FM, WFBC-AM and WORD-AM). The option to acquire the assets or stock of
KSC expire on December 31, 1997. The Company  intends to exercise this option in
the fourth  quarter of 1997.  KSC also holds an option to acquire  from  Spartan
Radiocasting,  Inc. certain assets relating to two additional  stations (WSPA-AM
and WSPA-FM) in the  Asheville/Greenville/  Spartanburg  MSA which KSC currently
programs pursuant to an LMA. KSC's option to acquire these assets is exercisable
for $5.15  million  and expires in January  2000,  subject to  extension  to the
extent the applicable  LMA is extended  beyond that date. KSC also has an option
to acquire assets of Palm Broadcasting Company,  L.P., which owns two additional
stations in the Asheville/Greenville/Spartanburg MSA (WOLI-FM and WOLT-FM) in an
amount equal to the outstanding debt of Palm Broadcasting  Company,  L.P. to the
Company, which was approximately $3.03 million as of March 31, 1997. This option
expires in April 2001. KSC has a JSA with Palm Broadcasting  Company,  L.P., but
does not provide programming for WOLI or WOLT.

     Superior  Acquisition.  On  May  8,  1996,  the  Company  acquired  WDKY-TV
(Lexington,  Kentucky)  and  KOCB-TV  (Oklahoma City, Oklahoma) by acquiring the
stock of Superior Communications Group, Inc. for approximately $63.5 million.


                                      S-46



     Flint Acquisition.  On February 27, 1996 the Company acquired the assets of
WSMH-TV (Flint,  Michigan) for approximately $35.8 million by exercising options
granted in 1995.

     Cincinnati/Kansas City Acquisitions.  On July 1, 1996, the Company acquired
the assets of KSMO-TV (Kansas City, Missouri) and on August 1, 1996, it acquired
the assets of WSTR-TV (Cincinnati, Ohio) for approximately $34.2 million.

     Peoria/Bloomington  Acquisition.  On July 1, 1996, the Company acquired the
assets  of  WYZZ-TV  (Peoria/Bloomington,   Illinois)  for  approximately  $21.2
million.


1997 ACQUISITIONS

     Las Vegas  Acquisition.  On January 30, 1997,  the Company  entered into an
agreement  to acquire the assets of  KUPN-TV,  the UPN  affiliate  in Las Vegas,
Nevada,  for $87.0 million.  The Company  completed this  acquisition on May 30,
1997.

     Heritage  Acquisition.  On July 16,  1997,  the  Company  entered  into the
Heritage Acquisition Agreements with certain subsidiaries of Heritage.  Pursuant
to the Heritage Acquisition Agreements, the Company has the right to acquire the
assets of five television stations (the interests in one of which the Company is
required  to  dispose),  programming  rights  under  LMAs  with  respect  to two
additional television stations, and the assets of 24 radio stations. The Company
will   acquire   the   assets   of   one   television    station   serving   the
Charleston/Huntington, West Virginia market, one station in the Mobile, Alabama/
Pensacola,  Florida  market  and  rights  under an LMA with  respect  to another
station  in that  market,  and the  assets of two  stations  in the  Burlington,
Vermont/Plattsburgh, New York market and the right to provide programming to one
station in that market.  The radio  stations to be acquired serve the St. Louis,
Missouri market (three stations), the Portland,  Oregon market (three stations),
the Kansas City,  Missouri  market (five  stations),  the  Milwaukee,  Wisconsin
market (three stations), the Norfolk,  Virginia market (three stations), the New
Orleans,  Louisiana market (three  stations) and the Rochester,  New York market
(four  stations).  The  Heritage  Acquisition  Agreements  also  provide for the
acquisition of the assets  relating to the operation of a television  station in
Oklahoma  City,  Oklahoma,  but the  Company is required  by the  agreements  to
dispose of its  interest in that  station,  and the  Company has entered  into a
letter of intent to sell that station for $60 million in cash.

     The aggregate  purchase  price of the Heritage  Acquisition is $630 million
payable in cash at closing,  less a deposit of $63  million  paid at the time of
signing the Heritage Acquisition Agreements.  The Company intends to finance the
purchase  price  from some  combination  of the  proceeds  of the  Common  Stock
Offering,  the proceeds of the Preferred Stock  Offering,  funds available under
the Bank Credit Agreement, and the expected proceeds ($60 million) from the sale
of interests in the Oklahoma City station.

     The  Heritage  Acquisition  is  conditioned  on,  among other  things,  FCC
approval and the expiration of the applicable waiting period under the HSR Act.

     Additional  Radio  Acquisitions.  The Company  entered into an agreement on
January 29,  1997 to acquire  the assets of WGR-AM and  WWWS-AM in Buffalo,  New
York,  for $1.5  million.  The Company's  acquisition  of WGR-AM and WWWS-AM was
consummated  on April 18, 1997. On January 31, 1997,  the Company  completed the
acquisition  of the  assets  of  WWFH-FM  and  WILP-AM,  each  in  Wilkes-Barre,
Pennsylvania,  for aggregate  consideration of approximately  $773,000. On March
12, 1997,  the Company  entered into an agreement to acquire the assets of radio
station WKRF-FM in the  Wilkes-Barre/Scranton,  Pennsylvania market. The Company
completed this  acquisition on July 31, 1997. In April 1997, the Company entered
into an  agreement  to  acquire  the  assets  of radio  station  WWSH-FM  in the
Wilkes-Barre/Scranton  market.  The FCC has approved this  acquisition  and such
acquisition is expected to close shortly.

     Ongoing  Discussions.  In  furtherance  of its  acquisition  strategy,  the
Company routinely reviews,  and conducts  investigations of potential television
and  radio  station   acquisitions.   When  the  Company  believes  a  favorable
opportunity  exists, the Company seeks to enter into discussions with the owners
of such stations regarding the possibility of an acquisition by the Company.  At
any given time, the Company may be in discussions  with one or more such station
owners. The Company is in serious negotia-



                                      S-47



tions with various  parties  relating to the acquisition of television and radio
properties which would be acquired for aggregate  consideration of approximately
$85 million. In addition,  the Company is also in serious negotiations  relating
to the disposition of certain radio properties with a value of approximately $35
million,  possibly  in a swap,  for other radio  properties  which would be more
consistent with the Company's strategic plan of clustering radio stations.  Such
agreements could also result in the sale of certain radio stations. There can be
no assurance  that any of these or other  negotiations  will lead to  definitive
agreements  or  if  agreements  are  reached  that  any  transactions  would  be
consummated.


LOCAL MARKETING AGREEMENTS


     The Company  currently has LMA arrangements  with stations in seven markets
in  which  it  owns  a  television  station:  Pittsburgh,  Pennsylvania  (WPTT),
Baltimore,  Maryland (WNUV),  Raleigh/Durham,  North Carolina (WRDC), Milwaukee,
Wisconsin  (WVTV),  Birmingham,  Alabama (WABM),  San Antonio,  Texas (KRRT) and
Asheville/Greenville/Spartanburg,   South  Carolina  (WFBC).  In  addition,  the
Company has an LMA arrangement with a station in the Tuscaloosa,  Alabama market
(WDBB),  which is adjacent to Birmingham.  In each of these markets,  other than
Pittsburgh and Tuscaloosa, the LMA arrangement is with Glencairn and the Company
owns the Non-License Assets of the stations.  The Company owns the assets of one
radio station (KBLA-AM in Los Angeles) which an independent third party programs
pursuant to an LMA.

     The Company  believes  that it is able to increase its revenues and improve
its margins by providing  programming  services to stations in selected DMAs and
MSAs where the Company  already  owns a station.  In certain  instances,  single
station  operators and stations operated by smaller ownership groups do not have
the management expertise or the operating  efficiencies available to the Company
as a multi-station  broadcaster.  The Company seeks to identify such stations in
selected markets and to provide such stations with programming services pursuant
to  LMAs.  In  addition  to  providing  the  Company  with  additional   revenue
opportunities,  the Company believes that these LMA  arrangements  have assisted
certain  stations  whose  operations  may have  been  marginally  profitable  to
continue to air popular  programming  and contribute to diversity of programming
in their respective DMAs and MSAs.

     In cases where the Company enters into LMA  arrangements in connection with
a station whose acquisition by the Company is pending FCC approval,  the Company
(i) obtains an option to acquire the station assets essential for broadcasting a
television or radio signal in compliance with regulatory  guidelines,  generally
consisting  of the  FCC  license,  transmitter,  transmission  lines,  technical
equipment,  call letters and  trademarks,  and certain  furniture,  fixtures and
equipment  (the "License  Assets") and (ii)  acquires the remaining  assets (the
"Non-License  Assets")  at  the  time  it  enters  into  the  option.  Following
acquisition of the Non-License  Assets,  the License Assets continue to be owned
by the  owner-operator  and holder of the FCC license,  which enters into an LMA
with the  Company.  After FCC  approval  for  transfer of the License  Assets is
obtained,  the Company  exercises  its option to acquire the License  Assets and
become the owner-operator of the station, and the LMA arrangement is terminated.

     In connection  with the River City  Acquisition,  the Company  entered into
LMAs with  River  City and the owner of KRRT  with  respect  to each of the nine
television  and 21 radio  stations  with  respect to which the Company  acquired
Non-License Assets. The Company or Glencairn has now acquired the License Assets
of all of the  television  and radio stations with respect to which it initially
acquired  Non-License Assets in the River City Acquisition,  other than WTTV and
WTTK in Indianapolis, Indiana. The LMA with River City for these two stations is
in effect for a ten-year term, which corresponds with the term of the option the
Company holds to acquire the related River City License Assets.  Pursuant to the
LMA, the Company  pays River City fees in return for which the Company  acquires
all of the  inventory  of  broadcast  time of the stations and the right to sell
100% of each station's inventory of advertising time. Upon grant of FCC approval
of the  transfer of License  Assets with  respect to WTTV and WTTK,  the Company
intends to acquire the License Assets, and thereafter the LMA will terminate and
the Company will operate the  stations.  At the Company's  request,  the FCC has
withheld action on the  applications  for the Company's  acquisition of WTTV and
WTTK in Indianapolis (and a pending application for the Controlling Stockholders
to divest their  attributable  interests in WIIB in Indianapolis)  until the FCC
completes  its pending  rulemaking  proceeding  considering  the  cross-interest
policy.



                                      S-48




USE OF DIGITAL TELEVISION TECHNOLOGY

     The  Company   believes  that  television   broadcasting  may  be  enhanced
significantly   by  the  development  and  increased   availability  of  digital
broadcasting service technology. This technology has the potential to permit the
Company to provide viewers multiple channels of digital  television over each of
its  existing  standard  channels,  to  provide  certain  programming  in a high
definition  television  format and to deliver  various forms of data,  including
data  on  the  Internet,  to  home  and  business  computers.  These  additional
capabilities  may provide the Company with  additional  sources of revenue . The
Company has announced its intention to provide  multiple  channels of television
on its  allocated  portions of the  broadcast  spectrum.  The  Company  plans to
provide additional broadcast  programming and transmitted data on a subscription
basis,  and to  continue  to provide  its  current TV program  channels  without
subscription fees. This digital broadcasting service technology is not currently
available  to the viewing  public and a successful  transition  from the current
analog broadcast format to a digital format may take many years. There can be no
assurance  that the Company's  efforts to take  advantage of the new  technology
will be commercially successful.


FEDERAL REGULATION OF TELEVISION AND RADIO BROADCASTING


     The  ownership,  operation  and sale of television  and radio  stations are
subject to the  jurisdiction of the FCC, which acts under  authority  granted by
the Communications  Act. Among other things, the FCC assigns frequency bands for
broadcasting;  determines  the particular  frequencies,  locations and operating
power of  stations;  issues,  renews,  revokes and  modifies  station  licenses;
regulates  equipment  used by stations;  adopts and implements  regulations  and
policies  that  directly  or  indirectly  affect the  ownership,  operation  and
employment  practices of  stations;  and has the power to impose  penalties  for
violations of its rules or the Communications Act.

     The   following  is  a  brief   summary  of  certain   provisions   of  the
Communications  Act,  the 1996 Act and specific FCC  regulations  and  policies.
Reference should be made to the Communications  Act, the 1996 Act, FCC rules and
the public notices and rulings of the FCC for further information concerning the
nature and extent of federal regulation of broadcast stations.

     License Grant and Renewal.  Television and radio stations  operate pursuant
to broadcasting  licenses that are granted by the FCC for maximum terms of eight
years.

     Television  and  radio  station   licenses  are  subject  to  renewal  upon
application to the FCC.  During certain  periods when renewal  applications  are
pending,  competing  applicants  may file for the radio or television  frequency
being used by the renewal applicant.  During the same periods, petitions to deny
license  renewal  applications  may be filed by  interested  parties,  including
members of the public.  Prior to the 1996 Act, the FCC was generally required to
hold  hearings  on renewal  applications  if a competing  application  against a
renewal  application  was filed, if the FCC was unable to determine that renewal
of a license would serve the public interest, convenience and necessity, or if a
petition  to deny raised a  "substantial  and  material  question of fact" as to
whether the grant of the renewal  application would be prima facie  inconsistent
with the public interest, convenience and necessity.

     The 1996 Act does not  prohibit  either  the  filing of  petitions  to deny
license  renewals or the filing of competing  applications.  Under the 1996 Act,
the FCC is still  required  to hold  hearings on renewal  applications  if it is
unable to determine  that renewal of a license would serve the public  interest,
convenience  or necessity,  or if a petition to deny raises a  "substantial  and
material  question of fact" as to whether  the grant of the renewal  application
would be prima facie  inconsistent  with the public  interest,  convenience  and
necessity.  Pursuant  to the  1996  Act,  however,  the FCC is  prohibited  from
considering competing applications for a renewal applicant's  frequency,  and is
required  to grant  the  renewal  application,  if the FCC  finds:  (i) that the
station has served the public  interest,  convenience  and necessity;  (ii) that
there have been no serious  violations by the licensee of the Communications Act
or the rules and  regulations  of the FCC;  and (iii)  there  have been no other
violations  by  the  licensee  of  the  Communications  Act  or  the  rules  and
regulations of the FCC that, when taken together,  would constitute a pattern of
abuse.


                                      S-49




     All of the stations that the Company (i) owns and operates, (ii) intends to
acquire pursuant to pending  acquisitions,  (iii) currently provides programming
services to pursuant to an LMA, or (iv) currently  sells  commercial air time on
pursuant to a JSA, are presently operating under regular licenses,  which expire
as to each station on the dates set forth under "-- Television Broadcasting" and
"-- Radio  Broadcasting,"  above.  Although renewal of license is granted in the
vast  majority of cases even when  petitions to deny are filed,  there can be no
assurance that the licenses of such stations will be renewed.


Ownership Matters

General

     The  Communications  Act prohibits the assignment of a broadcast license or
the transfer of control of a broadcast  licensee  without the prior  approval of
the FCC. In determining  whether to permit the assignment or transfer of control
of, or the grant or renewal of, a broadcast license,  the FCC considers a number
of factors pertaining to the licensee,  including  compliance with various rules
limiting common ownership of media  properties,  the "character" of the licensee
and those persons holding "attributable"  interests therein, and compliance with
the Communications Act's limitations on alien ownership.

     To obtain the FCC's prior consent to assign a broadcast license or transfer
control of a broadcast licensee, appropriate applications must be filed with the
FCC. If the application involves a "substantial change" in ownership or control,
the application must be placed on public notice for a period of approximately 30
days during which  petitions to deny the  application may be filed by interested
parties,  including members of the public. If the application does not involve a
"substantial  change" in ownership or control,  it is a "pro forma" application.
The  "pro  forma"  application  is  nevertheless   subject  to  having  informal
objections  filed  against  it. If the FCC  grants  an  assignment  or  transfer
application, interested parties have approximately 30 days from public notice of
the grant to seek reconsideration of that grant. Generally,  parties that do not
file initial  petitions to deny or informal  objections  against the application
face difficulty in seeking  reconsideration  of the grant.  The FCC normally has
approximately  an  additional 10 days to set aside such grant on its own motion.
When passing on an  assignment  or transfer  application,  the FCC is prohibited
from considering whether the public interest might be served by an assignment or
transfer to any party other than the  assignee or  transferee  specified  in the
application.

     The FCC generally applies its ownership limits to "attributable"  interests
held by an individual,  corporation,  partnership or other  association.  In the
case of corporations  holding, or through  subsidiaries  controlling,  broadcast
licenses,  the  interests  of  officers,  directors  and those who,  directly or
indirectly, have the right to vote 5% or more of the corporation's stock (or 10%
or more of such stock in the case of insurance  companies,  investment companies
and  bank  trust   departments   that  are  passive   investors)  are  generally
attributable, except that, in general, no minority voting stock interest will be
attributable  if there is a single  holder of more  than 50% of the  outstanding
voting power of the  corporation.  The FCC has a pending  rulemaking  proceeding
that,  among other  things,  seeks  comment on whether the FCC should modify its
attribution rules by (i) raising the attribution stock benchmark from 5% to 10%;
(ii) raising the attribution  stock benchmark for passive  investors from 10% to
20%; (iii)  restricting  the  availability  of the single  majority  shareholder
exemption; and (iv) attributing certain interests such as non-voting stock, debt
and certain holdings by limited liability corporations in certain circumstances.
More  recently,  the FCC has solicited  comment on proposed rules that would (i)
treat an otherwise  nonattributable  equity or debt interest in a licensee as an
attributable  interest  where the interest  holder is a program  supplier or the
owner of a  broadcast  station in the same  market and the  equity  and/or  debt
holding is  greater  than a  specified  benchmark;  (ii)  treat a licensee  of a
television  station  which,  under an LMA,  brokers more than 15% of the time on
another  television  station serving the same market,  as having an attributable
interest in the brokered station; and (iii) in certain circumstances,  treat the
licensee of a broadcast  station that sells  advertising time on another station
in the same market pursuant to a JSA as having an  attributable  interest in the
station whose advertising is being sold.

     The  Controlling  Stockholders  hold attributable interests in two entities
owning  media  properties,  namely: Channel 63, Inc., licensee of WIIB-TV, a UHF
television  station  in Bloomington, Indiana, and Bay Television, Inc., licensee
of  WTTA-TV,  a  UHF  television  station in St. Petersburg, Florida. All of the
issued  and  outstanding shares of Channel 63, Inc. are owned by the Controlling
Stockholders. All


                                      S-50



the issued  and  outstanding  shares of Bay  Television,  Inc.  are owned by the
Controlling Stockholders (75%) and Robert L. Simmons (25%), a former stockholder
of the  Company.  The  Controlling  Stockholders  have  agreed to  divest  their
attributable  interests in Channel 63, Inc. and the Company believes that, after
doing so, such holdings will not  materially  restrict its ability to acquire or
program additional broadcast stations.

     Under its  "cross-interest"  policy, the FCC considers certain "meaningful"
relationships  among  competing  media  outlets in the same market,  even if the
ownership  rules do not  specifically  prohibit  the  relationship.  Under  this
policy,  the FCC may consider  significant  equity  interests  combined  with an
attributable interest in a media outlet in the same market, joint ventures,  and
common key  employees  among  competitors.  The  cross-interest  policy does not
necessarily prohibit all of these interests,  but requires that the FCC consider
whether,  in  a  particular  market,  the  "meaningful"   relationships  between
competitors  could have a significant  adverse effect upon economic  competition
and program  diversity.  Heretofore,  the FCC has not applied its cross-interest
policy to LMAs and JSAs between broadcast  stations.  In its ongoing  rulemaking
proceeding  concerning  the  attribution  rules,  the FCC has sought comment on,
among other things, (i) whether the cross-interest policy should be applied only
in smaller markets, and (ii) whether non-equity financial  relationships such as
debt, when combined with multiple business  interrelationships  such as LMAs and
JSAs,  raise concerns under the  cross-interest  policy.  Moreover,  in its most
recent proposals in its ongoing attribution rulemaking  proceeding,  the FCC has
proposed  treating  television  LMAs,  JSAs,  and debt or  equity  interests  as
attributable   interests  in  certain   circumstances   without  regard  to  the
cross-interest policy.

     The  Communications Act prohibits the issuance of broadcast licenses to, or
the holding of a broadcast license by, any corporation of which more than 20% of
the  capital  stock is owned of record or voted by  non-U.S.  citizens  or their
representatives  or by a foreign government or a representative  thereof,  or by
any corporation  organized  under the laws of a foreign  country  (collectively,
"Aliens"). The Communications Act also authorizes the FCC, if the FCC determines
that it would be in the public interest, to prohibit the issuance of a broadcast
license to, or the holding of a broadcast  license by, any corporation  directly
or indirectly  controlled by any other corporation of which more than 25% of the
capital  stock is owned of  record  or voted by  Aliens.  The  Company  has been
advised that the FCC staff has  interpreted  this provision to require a finding
that such grant or holding  would be in the public  interest  before a broadcast
license may be granted to or held by any such corporation and that the FCC staff
has made  such a  finding  only in  limited  circumstances.  The FCC has  issued
interpretations  of existing law under which these restrictions in modified form
apply to other forms of business  organizations,  including  partnerships.  As a
result of these provisions,  the licenses granted to Subsidiaries of the Company
by the FCC could be revoked  if,  among other  restrictions  imposed by the FCC,
more than 25% of the Company's stock were directly or indirectly  owned or voted
by Aliens. The Company and the Subsidiaries are domestic  corporations,  and the
Controlling  Stockholders  are all  United  States  citizens.  The  Amended  and
Restated  Articles of Incorporation  of the Company (the "Amended  Certificate")
contain  limitations  on Alien  ownership  and  control  that are  substantially
similar to those contained in the  Communications  Act.  Pursuant to the Amended
Certificate, the Company has the right to repurchase Alien-owned shares at their
fair  market  value to the extent  necessary,  in the  judgment  of the Board of
Directors, to comply with the Alien ownership restrictions.


Television

     National  Ownership  Rule.  Prior  to the 1996  Act,  FCC  rules  generally
prohibited an individual or entity from having an attributable  interest in more
than 12 television stations nationwide,  or in television stations reaching more
than 25% of the national television viewing audience.  Pursuant to the 1996 Act,
the FCC has  modified  its rules to eliminate  any  limitation  on the number of
television  stations an individual or entity may own nationwide,  subject to the
restriction  that no individual or entity may have an  attributable  interest in
television  stations reaching more than 35% of the national  television  viewing
audience.  Historically, VHF stations have shared a larger portion of the market
than UHF stations.  Therefore, only half of the households in the market area of
any UHF station are included  when  calculating  whether an entity or individual
owns television stations reaching more than 35% of the


                                      S-51




national  television  viewing audience.  All but three of the stations owned and
operated by the Company, or to which the Company provides programming  services,
are UHF.

     Duopoly Rule. On a local level,  the  television  "duopoly"  rule generally
prohibits a single individual or entity from having an attributable  interest in
two or more television  stations with overlapping  Grade B service areas.  While
the 1996 Act has not  eliminated  the TV duopoly rule, it does direct the FCC to
initiate a rulemaking  proceeding  to determine  whether to retain,  modify,  or
eliminate the rule. The FCC has pending a rulemaking  proceeding in which it has
proposed to modify the television duopoly rule to permit the common ownership of
television stations in different DMAs, so long as the Grade A signal contours of
the stations do not overlap.  Pending  resolution of its rulemaking  proceeding,
the FCC has adopted an interim  waiver policy that permits the common  ownership
of  television  stations in different  DMAs with no  overlapping  Grade A signal
contours, conditioned on the final outcome of the rulemaking proceeding. The FCC
has also sought comment on whether common  ownership of two television  stations
in a market  should be  permitted  (i) where one or more of the  commonly  owned
stations is UHF, (ii) where one of the stations is in bankruptcy or has been off
the air for a  substantial  period of time and (iii)  where the  commonly  owned
stations have very small audience or advertising  shares,  are located in a very
large  market,  and/or a specified  number of  independently  owned media voices
would remain after the acquisition.

     Local Marketing Agreements. Over the past few years, a number of television
stations,  including certain of the Company's  stations,  have entered into what
have commonly been referred to as LMAs.  While these agreements may take varying
forms,  pursuant to a typical  LMA,  separately  owned and  licensed  television
stations agree to enter into cooperative  arrangements of varying sorts, subject
to compliance  with the  requirements of antitrust laws and with the FCC's rules
and policies. Under these types of arrangements, separately owned stations could
agree to function  cooperatively  in terms of  programming,  advertising  sales,
etc.,  subject  to the  requirement  that the  licensee  of each  station  shall
maintain  independent  control over the  programming  and  operations of its own
station.  One  typical  type  of  LMA is a  programming  agreement  between  two
separately owned television  stations serving a common service area, whereby the
licensee of one station  programs  substantial  portions of the broadcast day on
the other licensee's  station,  subject to ultimate editorial and other controls
being exercised by the latter licensee,  and sells  advertising time during such
program  segments.  Such  arrangements  are an extension of the concept of "time
brokerage" agreements,  under which a licensee of a station sells blocks of time
on its  station to an entity or  entities  which  program the blocks of time and
which  sell  their own  commercial  advertising  announcements  during  the time
periods in question. The staff of the FCC's Mass Media Bureau has held that LMAs
are not contrary to the  Communications  Act,  provided that the licensee of the
station  which is being  substantially  programmed by another  entity  maintains
complete  responsibility  for and control over programming and operations of its
broadcast station and assures compliance with applicable FCC rules and policies.

     At present, FCC rules permit television station LMAs, and the licensee of a
television   station  brokering  time  on  another  television  station  is  not
considered to have an attributable interest in the brokered station. However, in
connection  with its ongoing  rulemaking  proceeding  regarding  the  television
duopoly rule, the FCC has proposed to adopt rules providing that the licensee of
a  television  station  which  brokers  more  than  15% of the  time on  another
television  station  serving  the  same  market  would  be  deemed  to  have  an
attributable  interest in the brokered  station for purposes of the national and
local multiple ownership rules. In connection with this proceeding,  the FCC has
solicited  detailed  information from parties to television LMAs as to the terms
and characteristics of such LMAs.

     The 1996 Act provides that nothing  therein "shall be construed to prohibit
the  origination,  continuation,  or renewal of any television  local  marketing
agreement  that  is in  compliance  with  the  regulations  of the  [FCC]."  The
legislative history of the 1996 Act reflects that this provision was intended to
grandfather  television  LMAs that were in existence  upon enactment of the 1996
Act, and to allow  television LMAs consistent with the FCC's rules subsequent to
enactment of the 1996 Act. In its pending  rulemaking  proceeding  regarding the
television  duopoly rule, the FCC has proposed to adopt a grandfathering  policy
providing that, in the event that television LMAs become attributable interests,
LMAs that are in  compliance  with  existing  FCC rules  and  policies  and were
entered  into before  November 5, 1996,  would be permitted to continue in force
until the original term of the LMA expires. Under


                                      S-52




the FCC's  proposal,  television  LMAs that are  entered  into or renewed  after
November  5, 1996  would  have to be  terminated  if LMAs are made  attributable
interests  and the LMA in question  resulted in a  violation  of the  television
multiple  ownership rules.  The Company's LMAs with television  stations WPTT in
Pittsburgh,  Pennsylvania,  WNUV in  Baltimore,  Maryland,  WVTV  in  Milwaukee,
Wisconsin, WRDC in Raleigh/Durham,  North Carolina, WABM in Birmingham, Alabama,
and WDBB in Tuscaloosa, Alabama, were in existence on both the date of enactment
of the 1996 Act and  November  5,  1996.  The  Company's  LMAs  with  television
stations WTTV and WTTK in Indianapolis,  Indiana were entered into subsequent to
the date of  enactment  of the  1996 Act but  prior to  November  5,  1996.  The
Company's LMA with television station KRRT in Kerrville,  Texas was in existence
on the date of  enactment  of the  1996  Act,  but was  assumed  by the  Company
subsequent  to that date but prior to November 5, 1996.  The  licensee's  rights
under the  Company's  LMA with KRRT-TV were assumed by Glencairn  subsequent  to
November     5,    1996.     The     Company's     LMA    with     WFBC-TV    in
Asheville/Greenville/Spartanburg,  South  Carolina,  was  entered  into  by  the
Company  subsequent  to the  date of  enactment  of the  1996  Act but  prior to
November  5, 1996,  and the  licensee's  rights  under that LMA were  assumed by
Glencairn  subsequent to November 5, 1996.  The Company cannot predict if any or
all of its LMAs will be grandfathered.

     The Conference  Agreement adopted as part of the recent Balanced Budget Act
of 1997  recently  signed into law by President  Clinton (the  "Balanced  Budget
Act")  clarifies  Congress'  intent  with  respect  to LMAs and  duopolies.  The
Conference  Agreement  states as follows:  "The conferees do not intend that the
duopoly and  television-newspaper  cross-ownership relief provided herein should
have any bearing  upon the [FCC's]  current  proceedings,  which  concerns  more
immediate relief.  The conferees expect that the [FCC] will proceed with its own
independent  examination in these matters.  Specifically,  the conferees  expect
that the [FCC] will provide additional relief (e.g., VHF/UHF  combinations) that
it  finds  to be in the  public  interest,  and  will  implement  the  permanent
grandfather  requirement  for local  marketing  agreements  as  provided  in the
Telecommunications Act of 1996."

     The TV duopoly  rule  currently  prevents the Company  from  acquiring  the
licenses of  television  stations  with which it has LMAs in those markets where
the Company owns a television  station.  As a result,  if the FCC were to decide
that the  provider of  programming  services  under a  television  LMA should be
treated as having an attributable  interest in the brokered  station,  and if it
did not relax its  television  duopoly  rule,  the Company  could be required to
modify or terminate  those of its LMAs that were not in existence on the date of
enactment of the 1996 Act or on November 5, 1996. Furthermore, if the FCC adopts
its present proposal with respect to the  grandfathering of television LMAs, the
Company could be required to terminate even those LMAs that were in effect prior
to the date of enactment of the 1996 Act or prior to November 5, 1996, after the
initial  term of the LMA or upon  assignment  of the LMA. In such an event,  the
Company  could be required to pay  termination  penalties  under certain of such
LMAs.  Further, if the FCC were to find, in connection with any of the Company's
LMAs, that the  owners/licensees of the stations with which the Company has LMAs
failed to maintain  control over their  operations  as required by FCC rules and
policies,  the licensee of the LMA station  and/or the Company could be fined or
set for hearing,  the outcome of which could be a monetary  forfeiture or, under
certain circumstances, loss of the applicable FCC license. The Company is unable
to predict the ultimate  outcome of possible  changes to these FCC rules and the
impact such FCC rules may have on its broadcasting operations.

     On June 1, 1995, the Chief of the FCC's Mass Media Bureau released a Public
Notice  concerning  the  processing  of  television  assignment  and transfer of
control  applications  proposing  LMAs.  Due to  the  pendency  of  the  ongoing
rulemaking proceeding concerning attribution of ownership, the Mass Media Bureau
has  placed  certain  restrictions  on the types of  television  assignment  and
transfer of control applications  involving LMAs that it will approve during the
pendency of the rulemaking.  Specifically, the Mass Media Bureau has stated that
it will not approve  arrangements where a time broker seeks to finance a station
acquisition  and hold an option to  purchase  the  station  in the  future.  The
Company  believes that none of the Company's  LMAs fall within the ambit of this
Public Notice.


                                      S-53



Radio

     National  Ownership Rule. Prior to the 1996 Act, the FCC's rules limited an
individual or entity from holding attributable  interests in more than 20 AM and
20 FM radio stations nationwide.  Pursuant to the 1996 Act, the FCC has modified
its rules to eliminate any  limitation on the number of radio  stations a single
individual or entity may own nationwide.

     Local  Ownership  Rule.  Prior to the 1996 Act,  the FCC's rules  generally
permitted an individual or entity to hold attributable interests in no more than
four radio stations in a local market (no more than two of which could be in the
same service (AM or FM)),  and then only if the aggregate  audience share of the
commonly  owned  stations  did not exceed  25%.  In  markets  with fewer than 15
commercial  radio  stations,  an individual or entity could hold an attributable
interest in no more than three radio stations in the market (no more than two of
which could be in the same service), and then only if the number of the commonly
owned  stations  did not  exceed  50% of the total  number of  commercial  radio
stations in the market.

     Pursuant to the 1996 Act,  the limits on the number of radio  stations  one
entity may own locally have been  increased as follows:  (i) in a market with 45
or more  commercial  radio  stations,  an entity may own up to eight  commercial
radio stations,  not more than five of which are in the same service (AM or FM);
(ii) in a market with between 30 and 44 (inclusive)  commercial  radio stations,
an entity may own up to seven commercial  radio stations,  not more than four of
which  are in the  same  service;  (iii)  in a  market  with  between  15 and 29
(inclusive)  commercial  radio stations,  an entity may own up to six commercial
radio stations, not more than four of which are in the same service; and (iv) in
a market with 14 or fewer  commercial  radio  stations,  an entity may own up to
five  commercial  radio  stations,  not more than three of which are in the same
service, except that an entity may not own more than 50% of the stations in such
market.  These numerical limits apply regardless of the aggregate audience share
of the stations  sought to be commonly  owned.  FCC ownership  rules continue to
permit an entity to own one FM and one AM station in a local  market  regardless
of market size.  Irrespective of FCC rules governing radio  ownership,  however,
the DOJ and the Federal Trade Commission have the authority to determine, and in
certain  recent radio  transactions  not involving the Company have  determined,
that a particular transaction presents antitrust concerns.

     Local Marketing  Agreements.  As in television,  a number of radio stations
have entered into LMAs. The FCC's multiple ownership rules  specifically  permit
radio station LMAs to be entered into and  implemented,  so long as the licensee
of the  station  which is being  programmed  under  the LMA  maintains  complete
responsibility  for and control over programming and operations of its broadcast
station and assures  compliance with applicable FCC rules and policies.  For the
purposes of the multiple  ownership  rules,  in general,  a radio  station being
programmed  pursuant to an LMA by an entity is not  considered  an  attributable
ownership  interest of that  entity  unless  that  entity  already  owns a radio
station in the same market.  However,  a licensee that owns a radio station in a
market,  and brokers  more than 15% of the time on another  station  serving the
same market,  is considered to have an  attributable  ownership  interest in the
brokered  station  for  purposes of the FCC's  multiple  ownership  rules.  As a
result, in a market in which the Company owns a radio station, the Company would
not be permitted to enter into an LMA with another  local radio station which it
could not own under the local ownership rules, unless the Company's  programming
constituted  15% or less of the  other  local  station's  programming  time on a
weekly  basis.  The  FCC's  rules  also  prohibit  a  broadcast   licensee  from
simulcasting  more than 25% of its  programming  on another  station in the same
broadcast  service  (i.e.,  AM-AM or  FM-FM)  through  a time  brokerage  or LMA
arrangement  where the brokered and brokering  stations serve  substantially the
same area.

     Joint  Sales  Agreements.  Over the past few years,  a number of radio (and
television) stations have entered into cooperative  arrangements  commonly known
as joint sales  agreements,  or JSAs.  While these  agreements  may take varying
forms,  under the typical JSA, a station licensee obtains,  for a fee, the right
to sell  substantially all of the commercial  advertising on a  separately-owned
and  licensed  station in the same  market.  The  typical  JSA also  customarily
involves the provision by the selling licensee of certain sales, accounting, and
"back  office"  services to the station  whose  advertising  is being sold.  The
typical JSA is distinct  from an LMA in that a JSA (unlike an LMA) normally does
not involve programming.


                                      S-54



     The FCC has  determined  that issues of joint  advertising  sales should be
left to enforcement by antitrust  authorities,  and therefore does not generally
regulate joint sales practices between stations. Currently, stations for which a
licensee  sells time  under a JSA are not  deemed by the FCC to be  attributable
interests of that licensee.  However,  in connection with its ongoing rulemaking
proceeding concerning the attribution rules, the FCC is considering whether JSAs
should be  considered  attributable  interests  or within the scope of the FCC's
cross-interest policy,  particularly when JSAs contain provisions for the supply
of programming services and/or other elements typically associated with LMAs. If
JSAs become attributable  interests as a result of changes in the FCC rules, the
Company may be required to terminate  any JSA it might have with a radio station
which the Company could not own under the FCC's multiple ownership rules.


Other Ownership Matters

     There  remain  in  place  after  the  1996  Act  a  number  of   additional
cross-ownership rules and prohibitions pertaining to licensees of television and
radio stations. FCC rules, the Communications Act, or both generally prohibit an
individual or entity from having an  attributable  interest in both a television
station and a radio station,  a daily newspaper,  or a cable  television  system
that is located in or serves the same market area.

     Antitrust  Regulation.  The DOJ  and  the  Federal  Trade  Commission  have
recently increased their scrutiny of the television and radio industry, and have
indicated  their  intention to review matters  related to the  concentration  of
ownership  within markets  (including  LMAs and JSAs) even when the ownership or
LMA or JSA in question is permitted under the laws administered by the FCC or by
FCC rules and regulations.

     Radio/Television   Cross-Ownership   Rule.   The   FCC's   radio/television
cross-ownership  rule (the "one to a market" rule) generally  prohibits a single
individual  or entity  from  having an  attributable  interest  in a  television
station and a radio station serving the same market.  However, in each of the 25
largest local markets in the United States,  provided that there are at least 30
separately owned stations in the particular  market,  the FCC has  traditionally
employed a policy that presumptively  allows waivers of the one to a market rule
to permit  the  common  ownership  of one AM,  one FM and one TV  station in the
market. The 1996 Act directs the FCC to extend this policy to each of the top 50
markets.  Moreover,  the FCC has pending a rulemaking proceeding in which it has
solicited  comment  on whether  the one to a market  rule  should be  eliminated
altogether.

     However,  the FCC does not apply  its  presumptive  waiver  policy in cases
involving the common ownership of one television station,  and two or more radio
stations in the same service (AM or FM), in the same market. Pending its ongoing
rulemaking  proceeding to reexamine the one to a market rule, the FCC has stated
that it will consider  waivers of the rule in such  instances on a  case-by-case
basis,  considering  (i) the public  service  benefits  that will arise from the
joint operation of the facilities  such as economies of scale,  cost savings and
programming and service benefits;  (ii) the types of facilities involved;  (iii)
the number of media outlets owned by the applicant in the relevant market;  (iv)
the financial  difficulties of the stations involved;  and (v) the nature of the
relevant  market in light of the level of competition  and diversity after joint
operation  is  implemented.  The FCC has stated  that it  expects  that any such
waivers that are granted will be  conditioned  on the outcome of the  rulemaking
proceeding.

     In its ongoing rulemaking proceeding to reexamine the one to a market rule,
the FCC has proposed the  following  options for modifying the rule in the event
it is not  eliminated:  (i)  extending  the  presumptive  waiver  policy  to any
television  market in which a specified  number of  independently  owned  voices
would  remain after  common  ownership  of a television  station and one or more
radio stations is effectuated;  (ii) extending the presumptive  waiver policy to
entities  that seek to own more than one FM and/or one AM radio  station;  (iii)
reducing the minimum number of independently owned voices that must remain after
a transaction is effectuated;  and (iv) modifying the  five-factor  case-by-case
test for waivers.

     Local  Television/Cable Cross-Ownership Rule. While the 1996 Act eliminates
a  previous  statutory  prohibition against the common ownership of a television
broadcast station and a cable system that


                                      S-55



serve the same local market,  the 1996 Act leaves the current FCC rule in place.
The  legislative  history of the Act indicates  that the repeal of the statutory
ban should not prejudge the outcome of any FCC review of the rule.

     Broadcast Network/Cable  Cross-Ownership Rule. The 1996 Act directs the FCC
to  eliminate  its rules which  formerly  prohibited  the common  ownership of a
broadcast  network and a cable  system,  subject to the  provision  that the FCC
revise its rules as  necessary  to ensure  carriage,  channel  positioning,  and
non-discriminatory  treatment  of  non-affiliated  broadcast  stations  by cable
systems  affiliated with a broadcast  network.  In March 1996, the FCC issued an
order implementing this legislative change.

     Broadcast/Daily  Newspaper  Cross-Ownership  Rule. The FCC's rules prohibit
the common  ownership  of a radio or  television  broadcast  station and a daily
newspaper  in the same  market.  The 1996 Act does not  eliminate or modify this
prohibition. In October 1996, however, the FCC initiated a rulemaking proceeding
to  determine  whether it should  liberalize  its waiver  policy with respect to
cross-ownership  of a daily newspaper and one or more radio stations in the same
market.

     Dual  Network  Rule.  The 1996 Act directs the FCC to repeal its rule which
formerly  prohibited an entity from operating more than one television  network.
In March 1996, the FCC issued an order  implementing  this  legislative  change.
Under the modified  rule, a network entity is permitted to operate more than one
television  network,  provided,  however,  that ABC,  CBS,  NBC,  and/or Fox are
prohibited  from  merging  with each other or with  another  network  television
entity such as WB or UPN.

     Expansion  of the  Company's  broadcast  operations  on  both a  local  and
national level will continue to be subject to the FCC's  ownership rules and any
changes the FCC or Congress may adopt. Concomitantly,  any further relaxation of
the FCC's  ownership  rules may increase the level of competition in one or more
of the markets in which the Company's stations are located, more specifically to
the extent that any of the Company's  competitors may have greater resources and
thereby be in a superior position to take advantage of such changes.

Must-Carry/Retransmission Consent

     Pursuant to the Cable Act of 1992, television  broadcasters are required to
make   triennial   elections  to  exercise   either  certain   "must-carry"   or
"retransmission  consent"  rights in  connection  with their  carriage  by cable
systems in each broadcaster's local market. By electing the must-carry rights, a
broadcaster  demands carriage on a specified channel on cable systems within its
Area of  Dominant  Influence,  in general as  defined  by the  Arbitron  1991-92
Television  Market Guide.  These must-carry  rights are not absolute,  and their
exercise is dependent on variables such as (i) the number of activated  channels
on a cable system;  (ii) the location and size of a cable system;  and (iii) the
amount of programming on a broadcast  station that duplicates the programming of
another broadcast station carried by the cable system. Therefore,  under certain
circumstances,   a  cable   system  may  decline  to  carry  a  given   station.
Alternatively,  if a  broadcaster  chooses to  exercise  retransmission  consent
rights,  it can prohibit  cable  systems  from  carrying its signal or grant the
appropriate  cable system the authority to retransmit the broadcast signal for a
fee or other  consideration.  In October 1996, the Company elected must-carry or
retransmission  consent  with  respect  to  each  of its  markets  based  on its
evaluation of the respective  markets and the position of the Company's  station
within  the  market.  The  Company's  stations  continue  to be  carried  on all
pertinent  cable  systems,  and the Company does not believe that its  elections
have  resulted in the shifting of its stations to less  desirable  cable channel
locations. Certain of the Company's stations affiliated with Fox are required to
elect retransmission  consent because Fox's retransmission  consent negotiations
on  behalf of the  Company  resulted  in  agreements  which  extend  into  1998.
Therefore,  the Company will need to negotiate retransmission consent agreements
for these  Fox-affiliated  stations to attain  carriage on those  relevant cable
systems for the balance of this  triennial  period (i.e.,  through  December 31,
1999).  For  subsequent  elections  beginning  with the  election  to be made by
October 1, 1999, the must-carry  market will be the station's DMA, in general as
defined by the Nielsen DMA Market and Demographic Rank Report of the prior year.

     The must-carry rules have been subject to judicial scrutiny. In April 1993,
the United States District Court for the District of Columbia  summarily  upheld
the  constitutionality  of the legislative  must-carry  provisions under a First
Amendment challenge.  However, in June 1994, the Supreme Court remanded the case
to the  lower  court  with  instructions  to test the  constitutionality  of the
must-carry rules under an "intermedi-


                                      S-56



ate scrutiny" standard. In a decision issued in December 1995, a closely divided
three-judge  District  Court panel  ruled that the record  showed that there was
substantial  evidence  before  Congress from which it could draw the  reasonable
inferences  that (1) the  must-carry  rules were  necessary to protect the local
broadcast industry; and (2) the burdens on cable systems with rapidly increasing
channel  capacity  would be quite small.  Accordingly,  the District Court panel
ruled that  Congress  had not  violated  the First  Amendment  in  enacting  the
"must-carry"  provisions.  In March 1997, the Supreme Court,  by a 5-4 majority,
affirmed the  District  Court's  decision  and thereby let stand the  must-carry
rules.


Syndicated Exclusivity/Territorial Exclusivity

     The FCC has imposed  syndicated  exclusivity  rules and  expanded  existing
network  nonduplication  rules.  The  syndicated  exclusivity  rules allow local
broadcast   television  stations  to  demand  that  cable  operators  black  out
syndicated  non-network  programming carried on "distant signals" (i.e., signals
of broadcast stations,  including so-called  "superstations,"  which serve areas
substantially  removed from the cable  system's  local  community).  The network
non-duplication  rules allow local broadcast  network  television  affiliates to
require that cable operators black out duplicating  network  programming carried
on distant signals. However, in a number of markets in which the Company owns or
programs stations  affiliated with a network,  a station that is affiliated with
the same network in a nearby market is carried on cable systems in the Company's
market.  This is not in violation  of the FCC's  network  nonduplication  rules.
However,  the  carriage of two network  stations on the same cable  system could
result in a decline  of  viewership  adversely  affecting  the  revenues  of the
Company owned or programmed station.


Restrictions on Broadcast Advertising

     Advertising of cigarettes  and certain other tobacco  products on broadcast
stations has been banned for many years. Various states restrict the advertising
of  alcoholic  beverages.   Congressional   committees  have  recently  examined
legislation  proposals which may eliminate or severely  restrict the advertising
of beer and wine. Although no prediction can be made as to whether any or all of
the present  proposals will be enacted into law, the elimination of all beer and
wine advertising would have an adverse effect upon the revenues of the Company's
stations,  as well as the revenues of other  stations  which carry beer and wine
advertising.

     The FCC has imposed  commercial time  limitations in children's  television
programming pursuant to legislation. In television programs designed for viewing
by  children  of 12 years of age and under,  commercial  matter is limited to 12
minutes per hour on weekdays and 10.5 minutes per hour on weekends.  In granting
renewal of the  license  for  WBFF-TV,  the FCC imposed a fine of $10,000 on the
Company  alleging that the station had exceeded these  limitations.  The Company
has appealed this fine and the appeal is pending.

     The  Communications  Act and  FCC  rules  also  place  restrictions  on the
broadcasting  of  advertisements  by legally  qualified  candidates for elective
office.  Among other things, (i) stations must provide  "reasonable  access" for
the purchase of time by legally  qualified  candidates for federal office;  (ii)
stations  must provide  "equal  opportunities"  for the  purchase of  equivalent
amounts  of  comparable  broadcast  time by  opposing  candidates  for the  same
elective  office;  and (iii)  during the 45 days  preceding a primary or primary
run-off election and during the 60 days preceding a general or special election,
legally qualified candidates for elective office may be charged no more than the
station's  "lowest unit charge" for the same class of  advertisement,  length of
advertisement, and daypart.

Programming and Operation

     General. The Communications Act requires  broadcasters to serve the "public
interest."  The FCC  gradually  has  relaxed  or  eliminated  many  of the  more
formalized  procedures  it had developed in the past to promote the broadcast of
certain types of programming responsive to the needs of a station's community of
license. FCC licensees continue to be required,  however, to present programming
that is responsive to their communities' issues, and to maintain certain records
demonstrating  such   responsiveness.   Complaints  from  viewers  concerning  a
station's  programming  may be considered  by the FCC when it evaluates  renewal
applications  of a licensee,  although such  complaints may be filed at any time
and


                                      S-57




generally  may be  considered  by the FCC at any  time.  Stations  also must pay
regulatory and application  fees, and follow various rules promulgated under the
Communications  Act that regulate,  among other things,  political  advertising,
sponsorship  identifications,  the  advertisement  of  contests  and  lotteries,
obscene and indecent broadcasts,  and technical operations,  including limits on
radiofrequency  radiation.  In addition,  licensees  must develop and  implement
affirmative action programs designed to promote equal employment  opportunities,
and must submit  reports to the FCC with  respect to these  matters on an annual
basis and in connection with a renewal application.  Failure to observe these or
other rules and  policies  can result in the  imposition  of various  sanctions,
including monetary  forfeitures,  or the grant of a "short" (i.e., less than the
full) license renewal term or, for particularly egregious violations, the denial
of a license renewal application or the revocation of a license.

     Children's Television Programming. Pursuant to legislation enacted in 1991,
all  television  stations  have  been  required  to  broadcast  some  television
programming designed to meet the educational and informational needs of children
16 years of age and under.  In August  1996,  the FCC adopted new rules  setting
forth more stringent children's programming  requirements.  Specifically,  as of
September 1, 1997,  television  stations will be required to broadcast a minimum
of three hours per week of "core" children's educational programming,  which the
FCC  defines  as  programming   that  (i)  has  serving  the   educational   and
informational  needs of  children  16 years  of age and  under as a  significant
purpose;  (ii) is  regularly  scheduled,  weekly  and at  least  30  minutes  in
duration;  and (iii) is aired  between  the hours of 7:00  a.m.  and 10:00  p.m.
Furthermore,  as of January 2, 1997, "core" children's  educational programs, in
order to qualify as such,  are  required to be  identified  as  educational  and
informational  programs  over the air at the time  they are  broadcast,  and are
required to be identified in the children's  programming  reports required to be
placed in stations'  public  inspection  files.  Additionally,  as of January 2,
1997,  television  stations  are  required to identify  and provide  information
concerning  "core"  children's  programming  to publishers of program guides and
listings.

     Television Violence.  The 1996 Act contains a number of provisions relating
to television violence. First, pursuant to the 1996 Act, the television industry
has  developed  a ratings  system,  and the FCC has  recently  solicited  public
comment on that system.  Furthermore,  the 1996 Act provides that all television
sets larger than 13 inches that are manufactured one year after enactment of the
1996 Act must  include  the  so-called  "V-chip,"  a computer  chip that  allows
blocking of rated  programming.  In  addition,  the 1996 Act  requires  that all
television  license  renewal  applications  filed  after  May  1,  1995  contain
summaries of written  comments and suggestions  received by the station from the
public regarding violent programming.

     Closed  Captioning.  The 1996 Act directs the FCC to adopt rules  requiring
closed  captioning  of  all  broadcast  television  programming,   except  where
captioning would be "economically burdensome." The FCC has recently adopted such
rules.  The rules require  generally that (i) 95% of all new  programming  first
published  or  exhibited  on or after  January 1, 1998 must be closed  captioned
within eight years,  and (ii) 75% of old programming  which first aired prior to
January  1, 1998 must be closed  captioned  within 10 years,  subject to certain
exemptions.


Digital Television

     The FCC has taken a number of steps to implement digital television ("DTV")
broadcasting  service in the United States.  In December 1996, the FCC adopted a
DTV broadcast  standard and, in April 1997, adopted decisions in several pending
rulemaking  proceedings that establish service rules and a plan for implementing
DTV. The FCC adopted a DTV Table of  Allotments  that  provides  all  authorized
television  stations  with a second  channel on which to broadcast a DTV signal.
The FCC has  attempted  to provide DTV  coverage  areas that are  comparable  to
stations'  existing service areas.  The FCC has ruled that television  broadcast
licensees may use their digital  channels for a wide variety of services such as
high-definition television, multiple standard definition television programming,
audio, data, and other types of communications,  subject to the requirement that
each broadcaster provide at least one free video channel equal in quality to the
current technical standard.


     Initially,  DTV  channels  will be  located in the range of  channels  from
channel 2 through  channel 51. The FCC is requiring that affiliates of ABC, CBS,
Fox and NBC in the top 10 television  markets begin digital  broadcasting by May
1, 1999 (the stations  affiliated with these networks in the top 10 markets have
volun-


                                      S-58



tarily  committed  to begin  digital  broadcasting  within 18 months),  and that
affiliates of these networks in markets 11 through 30 begin digital broadcasting
by November 1999.  The FCC's plan calls for the DTV transition  period to end in
the year  2006,  at which time the FCC  expects  that (i) DTV  channels  will be
clustered either in the range of channels 2 through 46 or channels 7 through 51;
and  (ii)  television  broadcasters  will  have  ceased  broadcasting  on  their
non-digital  channels,  allowing that spectrum to be recovered by the government
for other uses. Under the Balanced Budget Act, however, the FCC is authorized to
extend the December 31, 2006 deadline for reclamation of a television  station's
non-digital  channel if, in any given case: (i) one or more television  stations
affiliated with one of the four major networks in a market are not  broadcasting
digitally,  and the FCC  determines  that  such  stations  have  "exercised  due
diligence" in attempting to convert to digital broadcasting;  (ii) less than 85%
of the television households in the station's market subscribe to a multichannel
video service  (cable,  wireless cable or DBS) that carries at least one digital
channel from each of the local  stations in that market;  or (iii) less than 85%
of the television households in the station's market can receive digital signals
off the air using either a set-top converter box for an analog television set or
a new DTV  television  set.  The  Balanced  Budget Act also  directs  the FCC to
auction the non-digital  channels by September 30, 2002 even though they are not
to be reclaimed by the government until at least December 31, 2006. The Balanced
Budget Act also  permits  broadcasters  to bid on the  non-digital  channels  in
cities with populations greater than 400,000, provided the channels are used for
DTV. Thus, it is possible a broadcaster could own two channels in a market.  The
FCC has opened a separate  proceeding  in which it has  proposed  to  reallocate
television  channels 60 through 69 to other services while  protecting  existing
television   stations  on  those  channels  from  interference  during  the  DTV
transition  period.  Additionally,  the FCC will open a separate  proceeding  to
consider  to what  extent the cable  must-carry  requirements  will apply to DTV
signals.

     Implementation of digital  television will improve the technical quality of
television signals received by viewers.  Under certain  circumstances,  however,
conversion to digital operation may reduce a station's  geographic coverage area
or result in some increased interference.  The FCC's DTV allotment plan may also
result in UHF  stations  having  considerably  less signal  power  within  their
service areas than present VHF stations  that move to DTV channels.  The Company
has filed with the FCC a petition for reconsideration of the FCC's DTV allotment
plan because of its concerns  with respect to the relative DTV signal  powers of
VHF/UHF and UHF/UHF  stations.  Implementation  of digital  television will also
impose substantial  additional costs on television  stations because of the need
to replace  equipment  and because some  stations will need to operate at higher
utility  costs.  The  FCC is  also  considering  imposing  new  public  interest
requirements  on  television  licensees  in  exchange  for their  receipt of DTV
channels. The Company cannot predict what future actions the FCC might take with
respect  to DTV,  nor  can it  predict  the  effect  of the  FCC's  present  DTV
implementation plan or such future actions on the Company's business.


Proposed Changes

     The  Congress and the FCC have under  consideration,  and in the future may
consider and adopt, new laws,  regulations and policies regarding a wide variety
of matters that could affect, directly or indirectly,  the operation,  ownership
and  profitability of the Company's  broadcast  stations,  result in the loss of
audience share and advertising  revenues for the Company's  broadcast  stations,
and affect the ability of the Company to acquire  additional  broadcast stations
or finance such  acquisitions.  In addition to the changes and proposed  changes
noted above, such matters may include, for example, the license renewal process,
spectrum use fees, political  advertising rates,  potential  restrictions on the
advertising of certain products (beer, wine and hard liquor,  for example),  and
the rules and  policies to be applied in  enforcing  the FCC's equal  employment
opportunity regulations. 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 direct radio
and television  broadcast  satellite  service,  the continued  establishment  of
wireless cable systems and low power television stations, digital television and
radio  technologies,  and the advent of telephone  company  participation in the
provision of video programming service.


                                      S-59




Other Considerations

     The foregoing  summary does not purport to be a complete  discussion of all
provisions  of the  Communications  Act or  other  congressional  acts or of the
regulations and policies of the FCC. For further  information,  reference should
be made to the Communications Act, other congressional acts, and regulations and
public  notices  promulgated  from time to time by the FCC. There are additional
regulations  and  policies  of the FCC and other  federal  agencies  that govern
political broadcasts, public affairs programming,  equal employment opportunity,
and other matters affecting the Company's business and operations.


ENVIRONMENTAL REGULATION

     Prior to the Company's ownership or operation of its facilities, substances
or  waste  that  are  or  might  be  considered   hazardous   under   applicable
environmental  laws may have been  generated,  used,  stored or  disposed  of at
certain of those facilities.  In addition,  environmental conditions relating to
the soil and groundwater at or under the Company's facilities may be affected by
the proximity of nearby properties that have generated, used, stored or disposed
of hazardous  substances.  As a result,  it is possible  that the Company  could
become subject to  environmental  liabilities  in the future in connection  with
these facilities under applicable  environmental laws and regulations.  Although
the  Company   believes  that  it  is  in  substantial   compliance   with  such
environmental  requirements,  and have not in the past  been  required  to incur
significant  costs in connection  therewith,  there can be no assurance that the
Company's  costs to  comply  with such  requirements  will not  increase  in the
future.  The Company  presently  believes that none of its  properties  have any
condition  that is likely to have a  material  adverse  effect on the  Company's
financial condition or results of operations.


COMPETITION


     The Company's  television and radio stations compete for audience share and
advertising revenue with other television and radio stations in their respective
DMAs or MSAs,  as well as with  other  advertising  media,  such as  newspapers,
magazines,  outdoor advertising,  transit advertising,  yellow page directories,
direct mail and local cable and wireless cable  systems.  Some  competitors  are
part of larger organizations with substantially greater financial, technical and
other resources than the Company.

     Television Competition. Competition in the television broadcasting industry
occurs  primarily in  individual  DMAs.  Generally,  a  television  broadcasting
station in one DMA does not compete with  stations in other DMAs.  The Company's
television stations are located in highly competitive DMAs. In addition, certain
of the Company's DMAs are overlapped by both  over-the-air and cable carriage of
stations in adjacent  DMAs,  which tends to spread  viewership  and  advertising
expenditures over a larger number of television stations.

     Broadcast  television  stations compete for advertising  revenues primarily
with other  broadcast  television  stations,  radio  stations  and cable  system
operators serving the same market.  Traditional  Network  programming  generally
achieves higher  household  audience levels than Fox, WB and UPN programming and
syndicated programming aired by independent stations.  This can be attributed to
a combination of factors, including the Traditional Networks' efforts to reach a
broader audience,  generally better signal carriage  available when broadcasting
over VHF channels 2 through 13 versus  broadcasting over UHF channels 14 through
69 and the  higher  number of hours of  Traditional  Network  programming  being
broadcast weekly. However, greater amounts of advertising time are available for
sale during Fox, UPN and WB programming and non-network syndicated  programming,
and as a result the Company  believes that the Company's  programming  typically
achieves a share of  television  market  advertising  revenues  greater than its
share of the market's audience.

     Television  stations  compete for audience share  primarily on the basis of
program  popularity,  which has a direct effect on  advertising  rates.  A large
amount of the  Company's  prime time  programming  is  supplied  by Fox and to a
lesser extent WB, UPN, ABC and CBS. In those periods,  the Company's  affiliated
stations are totally dependent upon the performance of the networks' programs in
attracting  viewers.  Non-network  time  periods are  programmed  by the station
primarily with syndicated programs



                                      S-60



purchased  for  cash,  cash  and  barter,  or  barter-only,   and  also  through
self-produced news, public affairs and other entertainment programming.

     Television  advertising rates are based upon factors which include the size
of the DMA in which the  station  operates,  a  program's  popularity  among the
viewers  that an  advertiser  wishes  to  attract,  the  number  of  advertisers
competing for the available  time, the  demographic  makeup of the DMA served by
the  station,  the  availability  of  alternative  advertising  media in the DMA
(including radio and cable), the aggressiveness and knowledge of sales forces in
the DMA and  development of projects,  features and programs that tie advertiser
messages to  programming.  The Company  believes that its sales and  programming
strategies allow it to compete effectively for advertising within its DMAs.

     Other  factors  that are  material to a  television  station's  competitive
position include signal coverage, local program acceptance, network affiliation,
audience  characteristics and assigned broadcast  frequency.  Historically,  the
Company's UHF broadcast  stations  have suffered a competitive  disadvantage  in
comparison   to  stations  with  VHF   broadcast   frequencies.   This  historic
disadvantage has gradually declined through (i) carriage on cable systems,  (ii)
improvement   in  television   receivers,   (iii)   improvement   in  television
transmitters, (iv) wider use of all channel antennae, (v) increased availability
of  programming,  and (vi) the  development  of new networks such as Fox, WB and
UPN.

     The broadcasting  industry is continuously faced with technical changes and
innovations, the popularity of competing entertainment and communications media,
changes in labor conditions, and governmental restrictions or actions of federal
regulatory  bodies,  including  the FCC,  any of  which  could  possibly  have a
material  effect on a television  station's  operations  and profits.  There are
sources of video service other than conventional  television stations,  the most
common being cable  television,  which can increase  competition for a broadcast
television station by bringing into its market distant  broadcasting signals not
otherwise available to the station's audience,  serving as a distribution system
for national satellite-delivered programming and other non-broadcast programming
originated on a cable system and selling  advertising time to local advertisers.
Other  principal   sources  of  competition   include  home  video   exhibition,
direct-to-home broadcast satellite television ("DBS") entertainment services and
multichannel  multipoint  distribution services ("MMDS").  Moreover,  technology
advances and regulatory  changes  affecting  programming  delivery through fiber
optic telephone lines and video  compression  could lower entry barriers for new
video channels and encourage the development of increasingly specialized "niche"
programming.   The  1996  Act  permits  telephone  companies  to  provide  video
distribution  services via radio  communication,  on a common carrier basis,  as
"cable  systems"  or  as  "open  video  systems,"  each  pursuant  to  different
regulatory   schemes.   The  Company  is  unable  to  predict  the  effect  that
technological  and  regulatory  changes  will have on the  broadcast  television
industry and on the future  profitability  and value of a  particular  broadcast
television station.

     The FCC  authorizes DBS services  throughout the United States.  Currently,
two FCC permitees,  DirecTV and United States  Satellite  Broadcasting,  provide
subscription  DBS services via  high-power  communications  satellites and small
dish receivers,  and other companies provide  direct-to-home video service using
lower powered satellites and larger receivers. Additional companies are expected
to commence direct-to-home  operations in the near future. DBS and MMDS, as well
as other new technologies,  will further increase competition in the delivery of
video programming.

     The Company  cannot  predict what other  matters might be considered in the
future,  nor can it judge in advance what impact, if any, the  implementation of
any of these proposals or changes might have on its business.

     The  Company   believes  that  television   broadcasting  may  be  enhanced
significantly   by  the  development  and  increased   availability  of  digital
broadcasting service technology. This technology has the potential to permit the
Company to provide viewers multiple channels of digital  television over each of
its  existing  standard  channels,  to  provide  certain  programming  in a high
definition  television  format and to deliver  various forms of data,  including
data  on  the  Internet,  to  home  and  business  computers.  These  additional
capabilities  may provide the Company with  additional  sources of revenue.  The
Company has announced its intention to provide  multiple  channels of television
on its  allocated  portions of the  broadcast  spectrum.  The  Company  plans to
provide additional broadcast  programming and transmitted data on a subscription
basis,  and  continue  to  provide  its  current  TV  program  channels  without
subscription



                                      S-61



fees. This digital broadcasting service technology is not currently available to
the viewing public and a successful transition from the current analog broadcast
format to a digital  format may take many years.  There can be no assurance that
the  Company's  efforts  to  take  advantage  of  the  new  technology  will  be
commercially successful.

     The Company also competes for programming,  which involves negotiating with
national  program  distributors  or  syndicators  that sell  first-run and rerun
packages of programming.  The Company's stations compete for exclusive access to
those programs against in-market  broadcast  station  competitors for syndicated
products.  Cable  systems  generally  do not  compete  with local  stations  for
programming,  although  various  national  cable networks from time to time have
acquired  programs that would have  otherwise  been offered to local  television
stations.   Public  broadcasting  stations  generally  compete  with  commercial
broadcasters for viewers but not for advertising dollars.

     Historically,  the cost of programming has increased because of an increase
in the number of new Independent stations and a shortage of quality programming.
However,  the  Company  believes  that over the past five years  program  prices
generally have stabilized.

     The  Company  believes  it  competes  favorably  against  other  television
stations  because of its  management  skill and  experience,  the ability of the
Company  historically to generate revenue share greater than its audience share,
the network  affiliations  and its local program  acceptance.  In addition,  the
Company  believes  that it benefits  from the  operation  of multiple  broadcast
properties,   affording  it  certain  nonquantifiable  economies  of  scale  and
competitive advantages in the purchase of programming.

     Radio Competition. Radio broadcasting is a highly competitive business, and
each of the radio stations  operated by the Company  competes for audience share
and  advertising  revenue  directly with other radio  stations in its geographic
market,  as well as with other media,  including  television,  cable television,
newspapers,  magazines,  direct mail and  billboard  advertising.  The  audience
ratings and advertising  revenue of each of such stations are subject to change,
and any adverse  change in a  particular  market  could have a material  adverse
effect on the revenue of such radio stations  located in that market.  There can
be no assurance  that any one of the  Company's  radio  stations will be able to
maintain or increase its current audience ratings and radio advertising  revenue
market share.

     The  Company  will  attempt to improve  each  radio  station's  competitive
position  with  promotional  campaigns  designed  to enhance and  reinforce  its
identities with the listening public.  Extensive market research is conducted in
order to identify specific  demographic  groups and design a programming  format
for those groups.  The Company seeks to build a strong listener base composed of
specific  demographic  groups in each market,  and thereby  attract  advertisers
seeking to reach these listeners.  Aside from building its stations'  identities
and  targeting  its  programming  at  specific  demographic  groups,  management
believes  that the Company  also  obtains a  competitive  advantage by operating
duopolies or multiple stations in the nation's larger mid-size markets.

     The radio  broadcasting  industry is also subject to  competition  from new
media technologies that are being developed or introduced,  such as the delivery
of  audio  programming  by  cable  television   systems  and  by  digital  audio
broadcasting  ("DAB"). DAB may provide a medium for the delivery by satellite or
terrestrial  means of  multiple  new  audio  programming  formats  to local  and
national   audiences.   The  FCC  has  issued  licenses  for  two  DAB  systems.
Historically,  the  radio  broadcasting  industry  has  grown  in terms of total
revenues  despite  the  introduction  of new  technologies  for the  delivery of
entertainment   and  information,   such  as  television   broadcasting,   cable
television,  audio tapes and compact disks. There can be no assurance,  however,
that the development or  introduction in the future of any new media  technology
will not have an adverse effect on the radio broadcast industry.


EMPLOYEES


     As of August 20, 1997, the Company had approximately 2,300 employees.  With
the  exception  of certain of the  employees  of KOVR-TV,  KDNL-TV,  WBEN-AM and
WWL-AM,  none of the  employees  are  represented  by  labor  unions  under  any
collective  bargaining  agreement.  No  significant  labor  problems  have  been
experienced  by the  Company,  and  the  Company  considers  its  overall  labor
relations to be good.



                                      S-62



LEGAL PROCEEDINGS


     On July 14,  1997,  Sinclair  publicly  announced  that it had  reached  an
agreement for certain of its owned and/or programmed  television  stations which
are currently affiliated with UPN to become affiliated with WB beginning January
16,  1998.  On August 1, 1997,  UPN  informed  Sinclair  that it did not believe
Sinclair or its  affiliates  had provided  proper notice of its intention not to
extend the UPN affiliation agreements beyond January 15, 1998, and, accordingly,
that these agreements had been automatically renewed through January 15, 2001.

     In August 1997,  UPN filed an action in Los Angeles  Superior Court against
the Company,  seeking  declaratory  relief and specific  performance  or, in the
alternative,  unspecified  damages and alleging that neither the Company nor its
affiliates  provided  proper notice of their intention not to extend the current
UPN affiliations  beyond January 15, 1998.  Certain  subsidiaries of the Company
have filed an action in the Circuit Court for Baltimore City seeking declaratory
relief that their notice was effective to terminate the  affiliations on January
15, 1998.  Although the Company  believes that proper notice of intention not to
extend was provided to UPN,  there can be no assurance  that the Company and its
subsidiaries  will  prevail in these  proceedings  or that the  outcome of these
proceedings,  if adverse to the  Company and its  subsidiaries,  will not have a
material adverse effect on the Company.

     The  Company  currently  and from time to time is  involved  in  litigation
incidental  to the  conduct of its  business.  Except as  described  above,  the
Company is not a party to any lawsuit or  proceeding  that in the opinion of the
Company will have a material adverse effect.



                                      S-63



                                  MANAGEMENT


     Set forth below is certain information  relating to the Company's executive
officers,  directors,  certain  key  employees  and  persons  expected to become
executive officers, directors or key employees.




           NAME                 AGE                          TITLE
- -----------------------------   -----   --------------------------------------------------
                                  
David D. Smith   ............   46      President, Chief Executive Officer, Director and
                                        Chairman of the Board
Frederick G. Smith  .........   48      Vice President and Director
J. Duncan Smith  ............   43      Vice President, Secretary and Director
Robert E. Smith  ............   34      Vice President, Treasurer and Director
David B. Amy  ...............   44      Chief Financial Officer
Barry Drake   ...............   45      Chief Operating Officer, SCI Radio
Alan B. Frank ...............   47      Regional Director, SCI
Robert Gluck  ...............   39      Regional Director, SCI
Michael Granados ............   42      Regional Director, SCI
Steven M. Marks  ............   40      Regional Director, SCI
John T. Quigley  ............   54      Regional Director, SCI
Frank Quitoni ...............   52      Regional Director, SCI
M. William Butler   .........   44      Vice President/Group Program Director, SCI
Michael Draman   ............   48      Vice President/TV Sales and Marketing, SCI
Stephen A. Eisenberg   ......   55      Vice President/Director of National Sales, SCI
Nat Ostroff   ...............   56      Vice President/New Technology
Delbert R. Parks, III  ......   44      Director of Operations and Engineering, SCI
Robert E. Quicksilver  ......   42      Vice President/General Counsel, SCI
Thomas E. Severson  .........   33      Corporate Controller
Michael E. Sileck   .........   37      Vice President/Finance, SCI
Robin A. Smith   ............   41      Chief Financial Officer, SCI Radio
Patrick J. Talamantes  ......   33      Director of Corporate Finance
Lawrence E. McCanna .........   53      Director
Basil A. Thomas  ............   82      Director



     In addition to the foregoing, the following persons have agreed to serve as
executive  officers and/or directors of the Company as soon as permissible under
the rules of the FCC and applicable  laws. See "Risk Factors -- Dependence  Upon
Key  Personnel;  Employment  Agreements  with  Key  Personnel"  in the  attached
Prospectus.



          NAME                 AGE                         TITLE
- ----------------------------   -----   ------------------------------------------------
                                 
Barry Baker  ...............   45      Executive Vice President of the Company, Chief
                                       Executive Officer of SCI and Director
Kerby Confer ...............   56      Chief Executive Officer, SCI Radio
Roy F. Coppedge, III  ......   49      Director



     In  connection  with the River  City  Acquisition,  the  Company  agreed to
increase  the size of the  Board of  Directors  from  seven  members  to nine to
accommodate  the  prospective  appointment  of each of  Barry  Baker  and Roy F.
Coppedge,  III or such other designee as Boston  Ventures may select.  Mr. Baker
and Mr. Confer currently serve as consultants to the Company.

     Members of the Board of Directors are elected for one-year  terms and until
their  successors  are  duly  elected  and  qualified.  Executive  officers  are
appointed  by the Board of Directors  annually to serve for  one-year  terms and
until their successors are duly appointed and qualified.

     On  July  30,  1997 William E. Brock submitted and the Company accepted his
resignation  from  the  Company's  Board  of Directors. Currently, no action has
been taken by the Board of Directors to identify a replacement for Mr. Brock.

     David  D.  Smith  has  served  as  President,  Chief  Executive Officer and
Chairman  of the Board since September 1990. Prior to that, he served as General
Manager   of   WPTT  from  1984,  and  assumed  the  financial  and  engineering
responsibility for the Company, including the construction of WTTE in 1984. In


                                      S-64







1980,  Mr. Smith  founded  Comark  Television,  Inc.,  which applied for and was
granted the permit for WPXT-TV in Portland, Maine and which purchased WDSI-TV in
Chattanooga, Tennessee. WPXT-TV was sold one year after construction and WDSI-TV
was  sold two  years  after  its  acquisition.  From  1978 to  1986,  Mr.  Smith
co-founded and served as an officer and director of Comark Communications, Inc.,
a  company  engaged  in the  manufacture  of  high  power  transmitters  for UHF
television stations.  His television career began with WBFF in Baltimore,  where
he helped in the  construction  of the  station  and was in charge of  technical
maintenance until 1978. David D. Smith,  Frederick G. Smith, J. Duncan Smith and
Robert E. Smith are brothers.

     Frederick G. Smith has served as Vice  President of the Company  since 1990
and as a Director  since 1986.  Prior to joining the Company in 1990,  Mr. Smith
was an oral and  maxillofacial  surgeon  engaged  in  private  practice  and was
employed by Frederick G. Smith, M.S., D.D.S.,  P.A., a professional  corporation
of which Mr. Smith was the sole officer, director and stockholder.

     J. Duncan Smith has served as Vice  President,  Secretary and a Director of
the Company since 1988. Prior to that, he worked for Comark Communications, Inc.
installing  UHF  transmitters.  In addition,  he also worked  extensively on the
construction  of WPTT in Pittsburgh,  WTTE in Columbus,  WIIB in Bloomington and
WTTA in St. Petersburg,  as well as on the renovation of the new studio, offices
and news facility for WBFF in Baltimore.

     Robert E. Smith has served as Vice  President,  Secretary and a Director of
the Company  since 1988.  Prior to that,  he served as Program  Director at WBFF
from 1986 to 1988.  Prior to that, he assisted in the  construction  of WTTE and
also worked for Comark Communications, Inc. installing UHF transmitters.

     David B. Amy has served as Chief Financial Officer ("CFO") since October of
1994. In addition, he serves as Secretary of Sinclair Communications,  Inc., the
Company subsidiary which owns and operates the broadcasting operations. Prior to
his appointment as CFO Mr. Amy served as the Corporate Controller of the Company
beginning in 1986 and has been the Company's Chief Accounting Officer since that
time. Mr. Amy has over thirteen years of broadcast experience, having joined the
Company as a business  manager for WPTT in  Pittsburgh.  Mr. Amy received an MBA
degree from the University of Pittsburgh in 1981.

     Barry  Drake  has  served as Chief  Operating  Officer  of SCI Radio  since
completion  of the River  City  Acquisition.  Prior to that  time,  he was Chief
Operating  Officer --  Keymarket  Radio  Division of River City since July 1995.
Prior to that time, he was President  and Chief  Operating  Officer of Keymarket
since 1988.  From 1985  through  1988,  Mr.  Drake  performed  the duties of the
President of each of the Keymarket  broadcasting  entities,  with responsibility
for three stations located in Houston, St. Louis and Detroit.

     Alan  B.  Frank  has  served as Regional Director for the Company since May
1994.  As  Regional  Director,  Mr.  Frank is responsible for the Pittsburgh and
Kansas  City  markets.  Prior to his appointment to Regional Director, Mr. Frank
served as General Manager of WPGH beginning in September 1991.

     Robert  Gluck has served as Regional  Director of the Company  since August
1997.  As Regional  Director,  Mr. Gluck is  responsible  for the  Milwaukee and
Raleigh/Durham  markets.  Prior to joining  the  Company,  Mr.  Gluck  served as
General Manager at WTIC-TV in the  Hartford-New  Haven market.  Prior to joining
WTIC-TV in 1988,  Mr.  Gluck  served as National  Sales  Manager and Local Sales
Manager of WLVI-TV  in Boston.  Before  joining  WLVI-TV,  Mr.  Gluck  served in
various sales and management capacities with New York advertising agency firms.

     Michael  Granados  has served as a Regional  Director of the Company  since
July 1996.  As a Regional  Director,  Mr.  Granados is  responsible  for the San
Antonio,  Des  Moines,  Peoria and Las Vegas  markets.  Prior to July 1996,  Mr.
Granados has served in various  positions with the Company and, before the River
City  Acquisition,  with River City.  He served as the General  Sales Manager of
KABB from 1989 to 1993,  the Station  Manager and Director of Sales of WTTV from
1993 to 1994  and the  General  Manager  of WTTV  prior  to his  appointment  as
Regional Director in 1996.

     Steven M. Marks has  served as  Regional  Director  for the  Company  since
October 1994. As Regional Director,  Mr. Marks is responsible for the Baltimore,
Norfolk,  Flint and  Birmingham  markets.  Prior to his  appointment as Regional
Director,  Mr.  Marks served as General  Manager for WBFF since July 1991.  From
1986 until  joining WBFF in 1991,  Mr. Marks served as General  Sales Manager at
WTTE. Prior to that time, he was national sales manager for WFLX-TV in West Palm
Beach, Florida.



                                      S-65



     John T. Quigley has served as a Regional Director of the Company since June
1996.  As  Regional  Director,  Mr.  Quigley is  responsible  for the  Columbus,
Cincinnati, and Oklahoma City markets. Prior to that time, Mr. Quigley served as
general  manager of WTTE since July 1985.  Prior to joining  WTTE,  Mr.  Quigley
served in  broadcast  management  positions at WCPO-TV in  Cincinnati,  Ohio and
WPTV-TV in West Palm Beach, Florida.

     Frank  Quitoni  has  served  as a Regional Director since completion of the
River  City  Acquisition.  As  Regional Director, Mr. Quitoni is responsible for
the St. Louis, Sacramento, Indianapolis and Asheville/  Greenville/Spartanburg
markets.  Prior  to joining the Company, he was Vice President of Operations for
River  City since 1995. Mr. Quitoni had served as the Director of Operations and
Engineering  for  River  City  since 1994. Prior thereto Mr. Quitoni served as a
consultant  to  CBS  beginning  in 1989. Mr. Quitoni was the Director of Olympic
Operations  for  CBS Sports for the 1992 Winter Olympic Games and consulted with
CBS  for  the  1994  Winter Olympic Games. Mr. Quitoni was awarded the Technical
Achievement Emmy for the 1992 and 1994 CBS Olympic broadcasts.

     M. William Butler has served as Vice President/Group  Program Director, SCI
since 1997.  From 1995 to 1997,  Mr. Butler served as Director of Programming at
KCAL, the Walt Disney Company station in Los Angeles,  California.  From 1991 to
1995,  he was Director of Marketing  and  Programming  at WTXF in  Philadelphia,
Pennsylvania  and  prior to that he held the same  position  at WLVI in  Boston,
Massachusetts.   Mr.  Butler  attended  the  Graduate  Business  School  of  the
University of Cincinnati from 1975 to 1976.

     Michael  Draman  has  served  as Vice President/TV Sales and Marketing, SCI
since  1997.  From  1995  until  joining  the Company, Mr. Draman served as Vice
President  of  Revenue  Development for New World Television. From 1983 to 1995,
he  was  Director  of Sales and Marketing for WSVN in Miami, Florida. Mr. Draman
attended  The  American  University  and  The Harvard Business School and served
with the U.S. Marine Corps in Vietnam.

     Stephen A.  Eisenberg has served as Director of National  Sales,  SCI since
November  1996.  Prior to joining the  Company,  he worked since 1975 in various
capacities   at   Petry   Television,    including   most   recently   as   Vice
President/Director of Sales with total national sales responsibility for KTTV in
Los Angeles, California,  KCPQ-TV in Seattle, Washington,  WTNH-TV in New Haven,
Connecticut,  WKYC-TV  in  Cleveland,  Ohio,  WBIR-TV in  Knoxville,  Tennessee,
WKEF-TV in Dayton,  Ohio and  WTMJ-TV in  Milwaukee,  Wisconsin.  Mr.  Eisenberg
received an MS degree in Journalism from  Northwestern's  Medill School and a BA
degree from Brooklyn College.

     Nat Ostroff has served as Vice President for New  Technology  since joining
the Company in January of 1996. From 1981 until joining the Company,  he was the
President and CEO of Comark  Communication  Inc., a leading  manufacturer of UHF
transmission equipment. While at Comark, Mr. Ostroff was nominated and awarded a
Prime  Time  Emmy  Award  for  outstanding   engineering   achievement  for  the
development of new UHF  transmitter  technologies  in 1993. In 1968, Mr. Ostroff
founded Acrodyne Industries Inc., a manufacturer of TV transmitters and a public
company and served as its first  President  and CEO.  Mr.  Ostroff  holds a BSEE
degree from Drexel University and an MEEE degree from New York University. He is
a member of several industry organizations, including, AFCCE, IEEE and SBE.

     Delbert  R.  Parks  III has  served as Vice  President  of  Operations  and
Engineering  since the completion of the River City  Acquisition.  Prior to that
time, he was Director of Operations and  Engineering for WBFF and Sinclair since
1985,  and has  been  with the  Company  for 25  years.  He is  responsible  for
planning,  organizing and implementing  operational and engineering policies and
strategies as they relate to television and computer systems.  Currently,  he is
consolidating  facilities  for  Sinclair's  television  stations  and  has  just
completed a digital  facility for  Sinclair's  news and  technical  operation in
Pittsburgh. Mr. Parks is also a Lieutenant Colonel in the Maryland Army National
Guard and commands the 1st Battalion, 175th Infantry (Light).

     Robert  E.  Quicksilver  has  served as Vice President/General Counsel, SCI
since  completion of the River City Acquisition. Prior to that time he served as
General  Counsel  of  River  City  since  September 1994. From 1988 to 1994, Mr.
Quicksilver   was   a  partner  of  the  law  firm  of  Rosenblum,  Goldenhersh,
Silverstein  and  Zafft,  P.C.  in  St. Louis. Mr. Quicksilver holds a B.A. from
Dartmouth College and a J.D. from the University of Michigan.


                                      S-66



     Thomas E. Severson has served as Corporate  Controller  since January 1997.
Prior to that time, Mr. Severson  served as Assistant  Controller of the Company
since 1995.  Prior to joining the Company,  Mr.  Severson held  positions in the
audit  departments  of KPMG Peat Marwick LLP and Deloitte & Touche LLP from 1991
to 1995.  Mr.  Severson is a graduate of the  University  of Baltimore  and is a
Certified Public Accountant.

     Michael  E.  Sileck  has  served  as  Vice  President/Finance  of SCI since
completion  of  the  River City Acquisition. Prior to that time he served as the
Director  of  Finance for River City since 1993. Mr. Sileck joined River City in
July  1990  as  Director of Finance and Business Affairs for KDNL-TV. Mr. Sileck
is  an  active  member  of  the Broadcast Cable Financial Management Association
("BCFM")  and  was a Director of BCFM from 1993 to 1996. Mr. Sileck, a Certified
Public  Accountant,  received  a  B.S.  degree  in  Accounting  from Wayne State
University and an M.B.A. in Finance from Oklahoma City University.

     Robin A. Smith has served as Chief Financial Officer,  SCI Radio since June
1996.  From 1993 until joining the Company,  Ms. Smith served as Vice  President
and Chief  Financial  Officer of the Park Lane Group of Menlo Park,  California,
which owned and operated  small market radio  stations.  From 1982 to 1993,  she
served as Vice President and Treasurer of Edens  Broadcasting,  Inc. in Phoenix,
Arizona, which owns and operates radio stations in major markets. Ms. Smith is a
graduate of the Arizona State University and is a Certified Public Accountant.

     Patrick J.  Talamantes  has served as  Director  of  Corporate  Finance and
Treasurer of SCI since completion of the River City  Acquisition.  Prior to that
time, he served as Treasurer for River City since April 1995. From 1991 to 1995,
he was a Vice President with Chemical  Bank,  where he completed  financings for
clients in the cable, broadcasting, publishing and entertainment industries. Mr.
Talamantes holds a B.A. degree from Stanford  University and an M.B.A.  from the
Wharton School at the University of Pennsylvania.

     Lawrence  E.  McCanna  has  served  as a Director of the Company since July
1995.  Mr.  McCanna  has  been  a  partner  of  the  accounting  firm  of Gross,
Mendelsohn  &  Associates,  P.A.,  since  1972  and  has  served as its managing
partner  since  1982.  Mr.  McCanna  has  served  on  various  committees of the
Maryland  Association  of  Certified  Public Accountants and was chairman of the
Management  of  the Accounting Practice Committee. He is also a former member of
the  Management of an Accounting Practice Committee of the American Institute of
Certified  Public Accountants. Mr. McCanna is a member of the board of directors
of Maryland Special Olympics.

     Basil A.  Thomas has served as a Director  of the  Company  since  November
1993. He is of counsel to the Baltimore law firm of Thomas & Libowitz,  P.A. and
has been in the private  practice of law since  1983.  From 1961 to 1968,  Judge
Thomas  served as an Associate  Judge on the Municipal  Court of Baltimore  City
and, from 1968 to 1983, he served as an Associate  Judge of the Supreme Bench of
Baltimore  City.  Judge Thomas is a trustee of the University of Baltimore and a
member of the American Bar Association  and the Maryland State Bar  Association.
Judge Thomas attended the College of William & Mary and received his L.L.B. from
the University of Baltimore.  Judge Thomas is the father of Steven A. Thomas,  a
senior attorney and founder of Thomas & Libowitz, counsel to the Company.

     Barry Baker has been the Chief Executive  Officer of River City since 1989,
and is the President of the corporate  general  partner of River City and Better
Communications,  Inc. ("BCI"). The principal business of both River City and BCI
is  television  and  radio  broadcasting.  In  connection  with the  River  City
Acquisition, the Company agreed to appoint Mr. Baker Executive Vice President of
the  Company  and to elect him as a Director  at such time as he is  eligible to
hold those positions under applicable FCC regulations.  He currently serves as a
consultant to the Company.

     Kerby Confer served as a member of the Board of  Representatives  and Chief
Executive  Officer --  Keymarket  Radio  Division of River City since July 1995.
Prior  thereto,  Mr. Confer served as Chairman of the Board and Chief  Executive
Officer of Keymarket  since its founding in December 1981.  Prior to engaging in
the  acquisition  of various radio stations in 1975, Mr. Confer held a number of
jobs in the broadcast business, including serving as Managing Partner of a radio
station in Annapolis, Maryland from 1969 to 1975. From 1966 to 1969, he hosted a
pop music television show on WBAL-TV (Baltimore) and


                                      S-67



WDCA-TV (Washington, D.C.). Prior thereto, Mr. Confer served as program director
or  producer/director  for radio and  television  stations  owned by Susquehanna
Broadcasting and Plough Broadcasting Company, Inc. Mr. Confer currently provides
services to the Company and is expected to become Chief Executive Officer of SCI
Radio at such time as he is eligible to hold this position under  applicable FCC
regulations.

     Roy F. Coppedge, III is a general partner of the general partner of each of
the Boston Ventures partnerships, limited partnerships primarily involved in the
business of investments.  Mr. Coppedge is a director of Continental Cablevision,
Inc., and American Media, Inc. and a member of the Board of  Representatives  of
Falcon Holding Group,  L.P. In connection with the River City  Acquisition,  the
Company  agreed  to elect  Mr.  Coppedge  as a  Director  at such  time as he is
eligible to hold that position under applicable FCC regulations.

EMPLOYMENT AGREEMENTS


     The Company has entered into an employment  agreement  with David D. Smith,
President and Chief Executive Officer of the Company.  David Smith's  employment
agreement  has an initial  term of three years and is renewable  for  additional
one-year terms, unless either party gives notice of termination not less than 60
days  prior  to  the   expiration  of  the  then  current  term.  The  Company's
Compensation   Committee   has  approved  an  increase  in  Mr.   Smith's  total
compensation  to  $1,200,000.  Mr. Smith is also entitled to  participate in the
Company's  Executive Bonus Plan based upon the performance of the Company during
the year. The employment  agreement  provides that the Company may terminate Mr.
Smith's  employment  prior to expiration of the agreement's  term as a result of
(i) a breach  by Mr.  Smith  of any  material  covenant,  promise  or  agreement
contained in the employment  agreement;  (ii) a dissolution or winding up of the
Company;  (iii) the disability of Mr. Smith for more than 210 days in any twelve
month period (as determined under the employment agreement);  or (iv) for cause,
which includes  conviction of certain crimes,  breach of a fiduciary duty to the
Company or the  stockholders,  or repeated  failure to exercise or undertake his
duties as an officer of the Company (each, a "Termination Event").

     In June  1995,  the  Company  entered  into an  employment  agreement  with
Frederick G. Smith, Vice President of the Company.  Frederick Smith's employment
agreement  has an initial  term of three years and is renewable  for  additional
one-year terms, unless either party gives notice of termination not less than 60
days prior to the expiration of the then current term. Under the agreement,  Mr.
Smith  receives a base salary of $260,000 and is also entitled to participate in
the Company's Executive Bonus Plan based upon the performance of the Company and
Mr. Smith during the year.  The employment  agreement  provides that the Company
may terminate Mr. Smith's employment prior to expiration of the agreement's term
as a result of a Termination Event.

     In June 1995,  the Company  entered into an  employment  agreement  with J.
Duncan Smith,  Vice  President and Secretary of the Company.  J. Duncan  Smith's
employment  agreement  has an initial term of three years and is  renewable  for
additional  one-year terms,  unless either party gives notice of termination not
less than 60 days prior to the  expiration of the then current  term.  Under the
agreement,  Mr. Smith receives a base salary of $270,000 and is also entitled to
participate in the Company's  Executive Bonus Plan based upon the performance of
the Company and Mr. Smith during the year.  The  employment  agreement  provides
that the Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of a Termination Event.

     In June 1995, the Company entered into an employment  agreement with Robert
E. Smith,  Vice  President  and  Treasurer  of the  Company.  Robert E.  Smith's
employment  agreement  has an initial term of three years and is  renewable  for
additional  one-year terms,  unless either party gives notice of termination not
less than 60 days prior to the  expiration of the then current  term.  Under the
agreement,  Mr. Smith receives a base salary of $250,000 and is also entitled to
participate in the Company's  Executive Bonus Plan based upon the performance of
the Company and Mr. Smith during the year.  The  employment  agreement  provides
that the Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of a Termination Event.

     In connection with the River City Acquisition,  the Company entered into an
employment  agreement  (the  "Baker  Employment  Agreement")  with  Barry  Baker
pursuant to which Mr. Baker will become President and Chief Executive Officer of
SCI and Executive Vice President of the Company at such time as


                                      S-68



Mr.  Baker  is able to hold  those  positions  consistent  with  applicable  FCC
regulations.  Until  such time as Mr.  Baker is able to become an officer of the
Company,  he serves as a  consultant  to the Company  pursuant  to a  consulting
agreement and receives  compensation  that he would be entitled to as an officer
under the Baker Employment Agreement.  While Mr. Baker acts as consultant to the
Company  he will not  direct  employees  of  Sinclair  in the  operation  of its
television  stations and will not perform services  relating to any shareholder,
bank financing or regulatory  compliance matters with respect to the Company. In
addition,  Mr. Baker will remain the Chief  Executive  Officer of River City and
will devote a  substantial  amount of his  business  time and  energies to those
services. Mr. Baker receives a base salary of approximately $1,135,200 per year,
subject to annual  increases of 7 1/2% on January 1 each year. Mr. Baker is also
entitled  to receive a bonus  equal to 2% of the  amount by which the  Broadcast
Cash Flow (as  defined  in the  Baker  Employment  Agreement)  of SCI for a year
exceeds the Broadcast Cash Flow for the  immediately  preceding  year. Mr. Baker
has received options to acquire 1,382,435 shares of the Class A Common Stock (or
3.33% of the common equity of Sinclair determined on a fully diluted basis as of
the date of the River City  Acquisition).  The option  became  exercisable  with
respect to 50% of the shares  upon  closing of the River City  Acquisition,  and
became  exercisable with respect to an additional 25% of the shares on the first
anniversary  of the  closing  of the River  City  Acquisition,  and will  become
exercisable  with respect to the remaining 25% on the second  anniversary of the
closing  of the River  City  Acquisition.  The  exercise  price of the option is
approximately  $30.11  per  share.  The term of the Baker  Employment  Agreement
extends  until  May  31,  2001,  and is  automatically  extended  to  the  third
anniversary  of any  Change of  Control  (as  defined  in the  Baker  Employment
Agreement).  If the Baker  Employment  Agreement is  terminated as a result of a
Series B Trigger Event (as defined below), then Mr. Baker shall be entitled to a
termination payment equal to the amount that would have been paid in base salary
for the remainder of the term of the  agreement  plus bonuses that would be paid
for such period  based on the average  bonus paid to Mr.  Baker for the previous
three years, and all options shall vest immediately  upon such  termination.  In
addition,  upon such a termination,  Mr. Baker shall have the option to purchase
from the Company  for the fair market  value  thereof  either (i) all  broadcast
operations of Sinclair in the St.  Louis,  Missouri DMA or (at the option of Mr.
Baker) the  Asheville/Greenville/Spartanburg,  South Carolina DMA or (ii) all of
the Company's  radio broadcast  operations.  Mr. Baker shall also have the right
following such a termination to receive  quarterly  payments  (which may be paid
either in cash or, at the  Company's  option,  in  additional  shares of Class A
Common  Stock)  equal to 5.00% of the  fair  market  value  (on the date of each
payment) of all stock  options and common stock issued  pursuant to the exercise
of such stock  options or pursuant to payments of this  obligation  in shares of
Class A Common  Stock and held by him at the time of such  payment  (except that
the first such payment  shall be 3.75% of such value).  The fair market value of
unexercised  options  for such  purpose  shall be equal to the  market  price of
underlying shares less the exercise price of the options.  Following termination
of Mr.  Baker's  employment  agreement,  the  Company  shall  have the option to
purchase the options and shares from Mr. Baker at their market value.  A "Series
B Trigger  Event" means the  termination  of Barry Baker's  employment  with the
Company  prior to the  expiration  of the  initial  five-year  term of the Baker
Employment  Agreement  (i) by the Company for any reason  other than "for cause"
(as  defined in the Baker  Employment  Agreement)  or (ii) by Barry  Baker under
certain  circumstances,  including (a) on 60 days' prior written notice given at
any time within 180 days following a Change of Control;  (b) if Mr. Baker is not
elected (and continued) as a director of Sinclair or SCI, as President and Chief
Executive  Officer of SCI or as Executive  Vice  President  of Sinclair,  or Mr.
Baker shall be removed from any such board or office; (c) upon a material breach
by Sinclair or SCI of the Baker Employment  Agreement which is not cured; (d) if
there shall be a material diminution in Mr. Baker's authority or responsibility,
or certain of his economic benefits are materially  reduced,  or Mr. Baker shall
be  required  to  work  outside  Baltimore;  or (e)  the  effective  date of his
employment as  contemplated  by clause (b) shall not have occurred by August 31,
1997.  Mr. Baker cannot be appointed to such  positions  with the Company or SCI
until the Company or SCI takes certain  actions with respect to WTTV and WTTK in
Indianapolis  or WTTE or WSYX in Columbus as  described  under "Risk  Factors --
Dependence on Key Personnel;  Employment  Agreements  with Key Personnel" in the
accompanying  Prospectus.  The  Company  will not be able to take these  actions
prior to August 31, 1997 and accordingly Mr. Baker will be able to terminate the
Baker Employment Agreement at any time thereafter.



                                      S-69



            DESCRIPTION OF CONVERTIBLE EXCHANGEABLE PREFERRED STOCK

     The following summary description of the Convertible Exchangeable Preferred
Stock is qualified in its entirety by reference to the Articles Supplementary to
the Amended and  Restated  Articles of  Incorporation  of the Company as amended
(the "Amended  Certificate")  governing the Convertible  Exchangeable  Preferred
Stock  (the  "Articles  Supplementary"),  a copy of  which  will be  filed as an
exhibit to the registration  statement of which this Prospectus  Supplement is a
part. The definitions of certain capitalized terms used in the following summary
are set forth under "Certain  Definitions"  below.  Other capitalized terms used
herein and not otherwise defined below or under "Certain  Definitions" below are
defined in the Articles Supplementary.


GENERAL


     The Convertible  Exchangeable  Preferred Stock has been authorized as a new
series of preferred  stock,  consisting of up to 3,450,000  shares.  The Amended
Certificate  authorizes the Company to issue,  without any action on the part of
its stockholders, an aggregate of 10,000,000 shares of preferred stock, $.01 par
value  ("Preferred  Stock").  The  Company's  Board of Directors  (the "Board of
Directors")  has authority to divide the Preferred Stock into one or more series
and has broad  authority to determine the relative rights and preferences of the
shares  within  each  series,   including  voting  rights.  Subject  to  certain
conditions,  the Convertible  Exchangeable  Preferred Stock will be exchangeable
for the Company's % Convertible  Subordinated Debentures due 2012 (the "Exchange
Debentures") at the option of the Company on any scheduled dividend payment date
on or after , 2000. See "Certain Federal Income Tax Considerations."

     The Convertible  Exchangeable Preferred Stock will rank (i) junior in right
of payment to all indebtedness of the Company and the Subsidiaries;  (ii) senior
in right of payment to all Common  Stock of the  Company;  (iii) pari passu with
the Company's Series C Preferred Stock ($206.2 million  liquidation  value as of
the date  hereof);  and (iv) senior to the  Company's  Series B Preferred  Stock
($108.9  million  liquidation  value as of August 25, 1997) except that upon the
termination of Barry Baker's employment  agreement with the Company prior to May
31, 2001 by the Company for any reason other than "for cause" (as defined in the
employment  agreement)  or by Mr. Baker under  certain  circumstances  described
under  "Description  of Capital  Stock -- Existing  Preferred  Stock -- Series B
Preferred   Stock"  in  the  accompanying   Prospectus,   then  the  Convertible
Exchangeable  Preferred  Stock will rank pari passu with the Series B  Preferred
Stock in respect of dividends and distributions  upon  liquidation,  dissolution
and winding-up of the Company. One such circumstance pursuant to which Mr. Baker
can terminate his employment agreement is the failure of Mr. Baker to be elected
and continued in certain  positions at the Company before August 31, 1997, which
election  cannot take place prior to the Company taking certain  actions related
to FCC  approval of such  election.  The Company  will not be able to take these
actions  before  August 31,  1997 and,  accordingly,  Mr.  Baker will be able to
terminate  his  employment  agreement  at any time after  August 31,  1997.  See
"Description of Capital Stock" in the  accompanying  Prospectus and "Management"
herein.

     The Articles  Supplementary  relating to the Series B Preferred Stock limit
the aggregate  liquidation value of preferred stock that is senior to the Series
B Preferred Stock ("Senior  Securities") to $400 million. The Series C Preferred
Stock does, and the Convertible  Exchangeable  Preferred Stock will,  constitute
Senior Securities.


DIVIDENDS


     Holders of  Convertible  Exchangeable  Preferred  Stock will be entitled to
receive,  when,  as and if  declared  by the Board of  Directors  out of legally
available funds,  cash dividends of $ per share annually,  payable  quarterly in
arrears on ,                                 ,                               and
               of  each  year,  on or  after                     , 1997  (each a
"Dividend Payment Date").  Such dividends will accrue and be cumulative from the
most recent  Dividend  Payment Date or, if none have been paid, from the date of
first  issuance  of the  Convertible  Exchangeable  Preferred  Stock and will be
payable to holders of record on the record date for each dividend  payment fixed
by the Board of



                                      S-70



Directors.  If a Dividend  Payment Date is a Saturday,  Sunday or legal holiday,
however,  the  dividend  will be payable on the next  business  day  without any
additional amounts required to be paid;  provided that dividends will accrue and
be cumulative from Dividend Payment Dates and not from the date of payment.

     The  Convertible  Exchangeable  Preferred  Stock will have  priority  as to
dividends over the Class A Common Stock,  the Class B Common Stock and any other
series or class of the  Company's  stock  that ranks  junior to the  Convertible
Exchangeable  Preferred Stock, as to dividends  ("Junior  Dividend  Stock").  As
described above, the Company's Series B Preferred Stock is Junior Dividend Stock
except in certain  circumstances.  No  dividend  (other than  dividends  payable
solely in Common Stock, any Junior Dividend Stock or warrants or other rights to
acquire such Common Stock or Junior Dividend Stock) may be paid or set apart for
payment on, and no purchase,  redemption or other  acquisition  shall be made by
the Company of, the Common Stock or Junior Dividend Stock unless all accrued and
unpaid dividends on the Convertible  Exchangeable Preferred Stock, including the
full dividend for the  then-current  quarterly  dividend  period and any Penalty
Dividends  (as defined  herein),  shall have been paid or declared and set apart
for payment without interest.

     Except as provided below, the Company may not pay dividends on any class or
series of stock having parity with the Convertible  Exchangeable Preferred Stock
as to dividends ("Parity Dividend Stock") unless it has paid or declared and set
apart for  payment  or  contemporaneously  pays or  declares  and sets apart for
payment all accrued and unpaid  dividends for all prior dividend payment periods
on the  Convertible  Exchangeable  Preferred  Stock.  As  described  above,  the
Company's  Series C  Preferred  Stock is Parity  Dividend  Stock and, in certain
circumstances  described  above,  the Series B  Preferred  Stock is also  Parity
Dividend Stock. In addition,  except as provided below,  the Company may not pay
dividends on the Convertible  Exchangeable Preferred Stock unless it has paid or
declared  and set apart for payment or  contemporaneously  pays or declares  and
sets apart for payment all accrued and unpaid  dividends for all prior  dividend
payment periods on the Parity Dividend Stock. Whenever all accrued dividends are
not paid in full on Convertible  Exchangeable  Preferred Stock and on any Parity
Dividend Stock, all dividends declared on the Convertible Exchangeable Preferred
Stock and the Parity  Dividend  Stock will be declared and made pro rata so that
the amount of dividends declared on the Convertible Exchangeable Preferred Stock
and the Parity  Dividend  Stock will bear the same ratio that accrued and unpaid
dividends  on the  Convertible  Exchangeable  Preferred  Stock  and  the  Parity
Dividend Stock bear to each other.

     The Company may not  purchase  any shares of the  Convertible  Exchangeable
Preferred Stock or any Parity Dividend Stock (except for  consideration  payable
in Common Stock or Junior Dividend Stock) or redeem fewer than all the shares of
the  Convertible  Exchangeable  Preferred  Stock and Parity  Dividend Stock then
outstanding  if the  Company  has  failed  to pay any  accrued  dividend  on the
Convertible  Exchangeable  Preferred  Stock or any  Parity  Dividend  Stock on a
stated payment date.  Notwithstanding the foregoing,  in such event, the Company
may purchase or redeem fewer than all the shares of the Convertible Exchangeable
Preferred  Stock and Parity  Dividend Stock if such  repurchase or redemption is
made pro rata so that the amounts  purchased or redeemed  bear to each other the
same  ratio  that  the  required  redemption  payments  on  the  shares  of  the
Convertible  Exchangeable  Preferred  Stock and any Parity  Dividend  Stock then
outstanding bear to each other.

     If the  Company  hereafter  issues  any series or class of stock that ranks
senior as to dividends to the Convertible  Exchangeable Preferred Stock ("Senior
Dividend  Stock") and fails to pay or declare and set apart for payment  accrued
and unpaid  dividends on any Senior Dividend Stock (except to the extent allowed
by the terms of the Senior Dividend  Stock),  the Company may not pay or declare
and set apart for payment any dividend on the Convertible Exchangeable Preferred
Stock unless and until all accrued and unpaid  dividends on the Senior  Dividend
Stock,  including the full dividends for the then-current  dividend period, have
been paid or declared and set apart for payment  without  interest.  The Company
has no  Senior  Dividend  Stock  outstanding  on the  date  of  this  Prospectus
Supplement.

     The dividend payable on Convertible  Exchangeable  Preferred Stock for each
quarterly  dividend  period will be computed  by  dividing  the annual  dividend
amount by four. The amount of dividends  payable for the initial dividend period
and for any period shorter than a full quarterly dividend period



                                      S-71




will be  computed on the basis of a 360-day  year of twelve  30-day  months.  No
interest will be payable on any  scheduled  Convertible  Exchangeable  Preferred
Stock dividend that may be in arrears.

     Under  Maryland law, no  distribution  to  stockholders  may be made by the
Company if, after giving effect to the  distribution,  (i) the Company would not
be able to pay  indebtedness of the Company as the  indebtedness  becomes due in
the usual course of business,  or (ii) the Company's  total assets would be less
than the sum of the Company's total liabilities plus, unless the charter permits
otherwise,  the amount that would be needed, if the Company were to be dissolved
at the  time of the  distribution,  to  satisfy  the  preferential  rights  upon
dissolution  of  stockholders  whose  preferential  rights  on  dissolution  are
superior to those receiving the distribution.  The Company's Amended Certificate
does not contain such a provision.  The Existing Notes and Bank Credit Agreement
limit  the  Company's  ability  to pay  cash  dividends  on its  capital  stock,
including the Convertible  Exchangeable  Preferred Stock, and future  agreements
may provide the same.

     Certain  covenants  under  the  Existing  Indentures  (as  defined  in  the
accompanying   Prospectus),   the  Bank  Credit   Agreement   and  the  Articles
Supplementary  relating to the Series C Preferred  Stock  restrict the amount of
dividends  that may be declared  and paid by the  Company on its  capital  stock
including the Convertible  Exchangeable  Preferred  Stock.  Although the Company
presently  believes  it  will  be  able  to pay  dividends  on  the  Convertible
Exchangeable  Preferred  Stock as required,  there can be no assurance  that the
Company  will  be  permitted  under  such   restrictions  to  declare  dividends
throughout the term of the Convertible Exchangeable Preferred Stock. The Company
may make other  restricted  payments  or the  Company's  consolidated  operating
performance  may decline,  either of which could limit the Company's  ability to
declare  dividends.  In addition,  under the terms of the Bank Credit Agreement,
the  Company  would not be able to pay full cash  dividends  on the  Convertible
Exchangeable  Preferred Stock  beginning  December 31, 1998 unless the Company's
Total Indebtedness Ratio (as defined in the Bank Credit Agreement) improves from
the Company's pro forma 1996 Total Indebtedness  Ratio. As of December 31, 1996,
on a pro  forma  basis  assuming  completion  on  January  1,  1996 of the  1996
Acquisitions,  the HYTOPS Issuance, the Debt Issuance, the Heritage Acquisition,
and the Preferred Stock Offering, this limitation would have allowed the Company
to pay up to $16.3  million in dividends on capital  stock for fiscal 1996.  The
Company  must also  satisfy  other  financial  covenants  under the Bank  Credit
Agreement to pay cash dividends.  See "Risk Factors --  Restrictions  Imposed by
Terms of Indebtedness" in the accompanying Prospectus.


LIQUIDATION RIGHTS


     In the case of the voluntary or  involuntary  liquidation,  dissolution  or
winding up of the Company,  subject to the payment in full,  or until  provision
has been made for the payment in full of all claims of creditors of the Company,
(i) holders of Convertible  Exchangeable Preferred Stock are entitled to receive
the  liquidation  preference  of $50.00 per share,  plus an amount  equal to any
accrued and unpaid dividends  (including Penalty Dividends,  if any), whether or
not declared, to the payment date, before any payment or distribution is made to
the  holders  of Common  Stock or any other  series or class of stock  hereafter
issued  that  ranks  junior  as  to  liquidation   rights  to  the   Convertible
Exchangeable  Preferred Stock ("Junior  Liquidation Stock"), and (ii) holders of
Convertible  Exchangeable  Preferred  Stock will not be  entitled to receive the
liquidation  preference of their shares until the liquidation  preference of any
other  series  or  class of stock  hereafter  issued  that  ranks  senior  as to
liquidation  rights to the  Convertible  Exchangeable  Preferred  Stock ("Senior
Liquidation  Stock"),  if any, has been paid in full. The holders of Convertible
Exchangeable  Preferred Stock and any series or class of stock hereafter  issued
that  ranks on a  parity  as to the  liquidation  rights  with  the  Convertible
Exchangeable  Preferred Stock ("Parity Liquidation Stock") are entitled to share
ratably, in accordance with the respective preferential amounts payable on their
stock, in any distribution  (after payment of the liquidation  preference on any
Senior  Liquidation  Stock) that is not  sufficient to pay in full the aggregate
liquidation preference on both the Convertible  Exchangeable Preferred Stock and
the Parity  Liquidation  Stock. As described above, the Series C Preferred Stock
is  Parity  Liquidation  Stock  and the  Series  B  Preferred  Stock  is  Junior
Liquidation  Stock except in certain  circumstances  described above in which it
becomes Parity Liquidation Stock.



                                      S-72




     After payment in full of the  liquidation  preference  plus any accrued and
unpaid  dividends  (including  Penalty  Dividends,  if any), on the  Convertible
Exchangeable  Preferred  Stock,  the holders will not be entitled to any further
participation  in  any  distribution  of  assets  by  the  Company.   Neither  a
consolidation  or  merger  of the  Company  with  another  entity  nor a sale or
transfer of all or part of the  Company's  assets for cash,  securities or other
property  will be  considered a  liquidation,  dissolution  or winding up of the
Company.


VOTING RIGHTS


     The holders of Convertible Exchangeable Preferred Stock will have no voting
rights except as described below or as required by law. In exercising any voting
rights, each outstanding share of Convertible  Exchangeable Preferred Stock will
be  entitled  to one vote,  although  shares  held by the  Company or any entity
controlled by the Company will have no voting rights.

     Whenever dividends on the Convertible  Exchangeable  Preferred Stock are in
arrears in aggregate amount equal to at least six quarterly  dividends  (whether
or not  consecutive),  the  size of the  Company's  Board of  Directors  will be
increased by two, and the holders of Convertible  Exchangeable  Preferred Stock,
voting  separately  as a class,  will be entitled  to select the two  additional
directors to the Board of Directors at, subject to certain limitations,  (i) any
annual meeting of  stockholders at which directors are to be elected held during
the period when the dividends  remain in arrears or (ii) at a special meeting of
stockholders  called  by the  Company  at the  request  of  the  holders  of the
Convertible  Exchangeable Preferred Stock; provided,  however, that in the event
that the size of the Board of  Directors  cannot be  increased to a size that is
sufficient to accommodate the addition of the  above-referenced two directors at
the time that the  holders  are  entitled  to fill such  directors'  seats,  the
Company  will cause the  removal or  resignation  of the  appropriate  number of
current directors in order to allow for the election of such holders'  nominees.
These voting  rights will  terminate  when all  dividends in arrears and for the
current  quarterly  period have been paid in full or declared  and set apart for
payment.  The  term of  office  of the  additional  directors  so  elected  will
terminate immediately upon that payment or provision for payment.

     The Amended  Certificate  currently  limits the number of directors to nine
and, pursuant to the Amended Certificate, directors can only be removed from the
Board of Directors "for cause".  Accordingly,  unless the Amended Certificate is
amended to increase the number of directors  that may be elected to the Board of
Directors or to allow  directors to be removed  other than "for cause" or unless
two directors  resign in order to  accommodate  the election of directors by the
holders of Convertible  Exchangeable Preferred Stock, such holders may be unable
to elect the two  directors to which such holders are  entitled.  If the Amended
Certificate  is not amended as indicated  above or no directors  have  resigned,
both within one year of the issue date of the Convertible Exchangeable Preferred
Stock, then, as liquidated damages,  default dividends (the "Penalty Dividends")
shall become payable in respect of the Convertible Exchangeable Preferred Stock.
Penalty Dividends shall accrue on the Convertible  Exchangeable  Preferred Stock
over and above the stated  payment rates thereon at a rate of .50% per annum for
the first 90 days immediately  following the first anniversary of the issue date
of the Convertible Exchangeable Preferred Stock, with such Penalty Dividend rate
increasing by an additional  .25% per annum at the beginning of each  subsequent
90-day period;  provided,  however, that the Penalty Dividend rate on any shares
of the Convertible  Exchangeable  Preferred Stock may not exceed 1.5% per annum;
and provided further,  that when the Amended  Certificate has been so amended or
such directors have resigned, Penalty Dividends shall cease to accrue.

     Any Penalty  Dividends will be payable in cash on the various payment dates
related to the Convertible  Exchangeable  Preferred Stock. The Penalty Dividends
will be determined by multiplying  the applicable  Penalty  Dividend rate by the
liquidation   preference  of  the  Convertible   Exchangeable   Preferred  Stock
multiplied  by a  fraction,  the  numerator  of which is the number of days such
Penalty Dividend rate was applicable during such period,  and the denominator of
which is 360.

     In addition,  so long as any  Convertible  Exchangeable  Preferred Stock is
outstanding,  the Company will not,  without the affirmative  vote or consent of
the  holders  of at  least  66 2/3% of all  outstanding  shares  of  Convertible
Exchangeable  Preferred  Stock,  (i)  amend,  alter  or  repeal  (by  merger  or
otherwise) any provision of the Amended Certificate or the Bylaws of the Company
so as to affect adversely the



                                      S-73



relative rights, preferences, qualifications, limitations or restrictions of the
Convertible Exchangeable Preferred Stock, (ii) authorize any new class of Senior
Dividend Stock, any Senior Liquidation Stock or any security convertible into or
exchangeable  for Senior  Dividend  Stock or Senior  Liquidation  Stock or (iii)
effect any reclassification of the Convertible  Exchangeable  Preferred Stock or
any  reclassification  of any capital stock into Senior Dividend Stock or Senior
Liquidation Stock.


REDEMPTION AT OPTION OF THE COMPANY


     The Convertible  Exchangeable  Preferred  Stock will be redeemable,  at the
Company's option, in whole or from time to time in part, at any time on or after
, 2000, upon not less than 30 nor more than 60 days' prior notice by first class
mail to each holder of Convertible  Exchangeable  Preferred Stock to be redeemed
at its address  appearing in the security  register at the following  redemption
prices  ("Redemption  Prices")  plus  accrued  and unpaid  dividends  (including
Penalty  Dividends,  if any),  expressed  on a per share  basis,  whether or not
declared, to the date of redemption.

     If redeemed during the 12-month period beginning in the year indicated, the
Redemption Price shall be:

                PRICE                                       PRICE
  YEAR         PER SHARE               YEAR                PER SHARE
- ------------   -----------   ---------------------------   ----------
2000  ......     $           2004  .....................      $
2001  ......                 2005  .....................
2002  ......                 2006  .....................
2003  ......                 2007 and thereafter  ......       50


     If fewer  than  all the  outstanding  shares  of  Convertible  Exchangeable
Preferred  Stock are to be redeemed,  the Company will select those shares to be
redeemed  pro  rata or in such  other  manner  as the  Board  of  Directors  may
reasonably  determine  to be  equitable.  There is no  mandatory  redemption  or
sinking fund obligation for the Convertible Exchangeable Preferred Stock. In the
event that the Company has failed to pay accrued and unpaid dividends (including
Penalty Dividends,  if any) on the Convertible  Exchangeable Preferred Stock, it
may not  redeem  less  than all of the  outstanding  shares  of the  Convertible
Exchangeable  Preferred  Stock until all such accrued and unpaid  dividends have
been paid in full.

     After the redemption date,  dividends will cease to accrue on the shares of
Convertible Exchangeable Preferred Stock called for redemption and all rights of
the holders of those shares will terminate,  except the conversion rights to the
extent  described  below and the right to  receive  the  redemption  price  plus
accrued and unpaid dividends  (including Penalty Dividends,  if any), whether or
not  declared,  to the  redemption  date,  without  interest.  The  Bank  Credit
Agreement,  the Existing Indentures and the Articles  Supplementary  relating to
the Series C Preferred  Stock  restrict the ability of the Company to redeem the
Convertible Exchangeable Preferred Stock and future agreements may do the same.

     Shares of Convertible  Exchangeable  Preferred  Stock issued and reacquired
will, upon compliance with the applicable requirements of Maryland law, have the
status of  authorized  but  unissued  shares of  preferred  stock of the Company
undesignated as to series and may with any and all other authorized but unissued
shares of  preferred  stock of the Company be  designated  or  redesignated  and
issued or reissued, as the case may be, as part of any series of preferred stock
of the Company,  except that any issuance or  reissuance  of shares of preferred
stock must be in compliance with the Articles Supplementary and except that such
shares  may not be  reissued  or  sold as  shares  of  Convertible  Exchangeable
Preferred Stock.


CONVERSION RIGHTS


     Each  holder of  Convertible  Exchangeable  Preferred  Stock  will have the
right, at the holder's option,  to convert any or all shares into Class A Common
Stock at any time at a  conversion  price  (subject to  adjustment  as described
below) of $ per share of the underlying Class A Common Stock. If the Convertible
Exchangeable Preferred Stock is called for redemption, the conversion right will
terminate at the close of business on the second day  preceding  the  redemption
date fixed by the Board of Directors.



                                      S-74



     Holders of shares of Convertible  Exchangeable Preferred Stock at the close
of business on a dividend  payment  record date shall be entitled to receive the
dividend  payable on such  shares on the  corresponding  Dividend  Payment  Date
notwithstanding  the conversion  thereof  following such dividend payment record
date  and  prior  to such  Dividend  Payment  Date.  If  shares  of  Convertible
Exchangeable  Preferred  Stock not called for  redemption  are  surrendered  for
conversion  during the period  between  the close of  business  on any  dividend
record date and the opening of business on any  corresponding  Dividend  Payment
Date such  shares so  surrendered  must be  accompanied  by payment of an amount
equal to the dividend  payable on such shares on such Dividend  Payment Date and
such shares will be entitled to such dividends. No such payment will be required
to  accompany  shares of  Convertible  Exchangeable  Preferred  Stock called for
redemption and  surrendered  during such period and which are not  converted.  A
holder of shares  of  Convertible  Exchangeable  Preferred  Stock on a  dividend
record date who (or whose  transferee)  tenders  any such shares for  conversion
into shares of Class A Common Stock on the  corresponding  Dividend Payment Date
will receive the dividend  payable by the Company on such shares of  Convertible
Exchangeable  Preferred  Stock on such date, and the converting  holder need not
include  payment  of the amount of such  dividend  upon  surrender  of shares of
Convertible  Exchangeable  Preferred  Stock for  conversion.  Except as provided
above,  the  Company  will make no payment or  allowance  for accrued and unpaid
dividends,  whether or not in arrears,  on converted  shares or for dividends on
the shares of Class A Common Stock issuable upon such conversion.  No fractional
shares of Class A Common  Stock will be required  to be issued  upon  conversion
but, in lieu  thereof,  the Company may deliver  cash in an  appropriate  amount
which will be paid based on the last  reported sale price for the Class A Common
Stock on the day of conversion.

     The conversion  price will be subject to adjustment  upon the occurrence of
any  of  the   following   events:   (i)   the   subdivision,   combination   or
reclassification of outstanding shares of Class A Common Stock; (ii) the payment
in shares of Common Stock of a dividend or  distribution on any class of capital
stock of the Company; (iii) the issuance of rights or warrants to all holders of
Class A Common Stock or Class B Common Stock or both  entitling  them to acquire
shares of Common  Stock at a price per share  less than the  average of the last
reported  sales  price of the  Class A  Common  Stock  for the five  consecutive
trading  days  immediately  prior to such  issuance;  (iv) the  distribution  to
holders  of Class A Common  Stock or Class B Common  stock or both of  shares of
capital stock other than Common Stock, evidences of indebtedness, cash or assets
(including securities, but excluding dividends or distributions paid exclusively
in cash and dividends,  distributions,  rights and warrants  referred to above);
(v)  a  distribution   consisting   exclusively  of  cash  (excluding  any  cash
distributions  referred to in (iv) above) to all holders of Class A Common Stock
or Class B Common Stock or both in an aggregate  amount that,  together with (A)
the aggregate amount of all other cash distributions to all holders of the Class
A Common  Stock or Class B Common  Stock  within  the 12 months  preceding  such
distribution  and (B) any cash and the fair market value of other  consideration
payable in respect of any tender  offer by the  Company or a  Subsidiary  of the
Company  for  Common  Stock  consummated  within  the 12 months  preceding  such
distribution,  exceeds 12.5% of the Company's Market  Capitalization (as defined
below) on the date  fixed for  determining  the  stockholders  entitled  to such
distribution; and (vi) the consummation of a tender offer made by the Company or
any  Subsidiary  of the Company for Common  Stock  which  involves an  aggregate
consideration  that,  together  with (X) any cash and the fair  market  value of
other  consideration  payable in respect of any tender offer by the Company or a
Subsidiary  for Common  Stock  consummated  within the 12 months  preceding  the
consummation  of such  tender  offer  and (Y) the  aggregate  amount of all cash
distributions  (excluding any cash  distributions  referred to in (iv) above) to
all holders of the Class A Common  Stock or Class B Common  Stock or both within
the 12 months preceding the consummation of such tender offer,  exceeds 12.5% of
the Company's Market  Capitalization  on the date of consummation of such tender
offer.  No  adjustment  of the  conversion  price will be made until  cumulative
adjustments  amount  to one  percent  or more of the  conversion  price  as last
adjusted;  provided,  however,  that any  adjustments  which,  by  reason of the
foregoing,  are not  required to be made will be carried  forward and taken into
account in any subsequent adjustment. All adjustments will be made successively.

     "Market  Capitalization"  means the  product  of the  number of issued  and
outstanding  shares of Common Stock  multiplied by the last reported sales price
of the Class A Common Stock.


                                      S-75



     The Company from time to time may reduce the conversion price by any amount
for any period of time if the period is at least 20 days and if the reduction is
irrevocable during the period.  Whenever the conversion price is so reduced, the
Company shall mail to holders of the Convertible  Exchangeable Preferred Stock a
notice of the reduction at least 15 days before the date the reduced  conversion
price takes effect,  stating the reduced conversion price and the period it will
be in effect.

     In  case  of  any  reclassification  of  the  Class  A  Common  Stock,  any
consolidation  of the Company  with,  or merger of the Company  into,  any other
entity, any merger of any entity into the Company (other than a merger that does
not result in a  reclassification,  conversion,  exchange or cancellation of the
outstanding  shares of Class A Common  Stock),  any sale or  transfer  of all or
substantially  all of the assets of the Company or any compulsory share exchange
whereby the Class A Common Stock is  converted  into other  securities,  cash or
other  property,  then the  holder  of each  share of  Convertible  Exchangeable
Preferred Stock then  outstanding  shall have the right  thereafter,  during the
period that the Convertible  Exchangeable  Preferred Stock shall be convertible,
to convert  that share  only into the kind and  amount of  securities,  cash and
other property  receivable  upon the  reclassification,  consolidation,  merger,
sale,  transfer or share exchange by a holder of the number of shares of Class A
Common Stock into which one share of Convertible  Exchangeable  Preferred  Stock
would  have  been  convertible   immediately  prior  to  the   reclassification,
consolidation,  merger, sale, transfer or share exchange. The kind and amount of
securities  into or for which the shares of Convertible  Exchangeable  Preferred
Stock will be convertible or redeemable  after  consummation of such transaction
will  be  subject  to  adjustment  as  described  above  following  the  date of
consummation of such transaction. The Company may not become a party to any such
transaction  unless the terms thereof are consistent  with the foregoing and the
surviving  corporation in any such transaction  agrees in writing to comply with
the terms of the foregoing.


CHANGE OF CONTROL


     If a Change of Control (as hereinafter  defined) occurs with respect to the
Company,  then shares of the  Convertible  Exchangeable  Preferred  Stock may be
converted,  at the  option of the holder  thereof,  at any time from the date of
such  Change of  Control  until the  expiration  of 45 days  after the date of a
notice by the Company to all holders of the Convertible  Exchangeable  Preferred
Stock of the  occurrence of the Change of Control,  into the number of shares of
Class A Common Stock  determined by dividing (i) the $50 liquidation  preference
of the  Convertible  Exchangeable  Preferred  Stock,  plus  accrued  and  unpaid
dividends, if any, up to but excluding the date of the Change of Control by (ii)
the adjusted  conversion  price.  The adjusted  conversion  price (the "Adjusted
Conversion  Price") is the greater of (i) the average of the last reported sales
price  per share of the Class A Common  Stock  for the last  five  trading  days
before the Change of Control or (ii) 66 2/3% of the last reported sales price of
the  Class  A  Common  Stock  on the day  before  the  date  of this  Prospectus
Supplement  (as  adjusted  for  stock  splits  or  combinations).   The  special
conversion  rights  will exist  upon the  occurrence  of any Change of  Control,
whether or not the transaction  relating thereto has been approved by management
of the  Company  and may not be waived by  management.  Exercise  of the special
conversion rights by the holder of a share of Convertible Exchangeable Preferred
Stock will be irrevocable.  If the Change of Control  involves a  consolidation,
merger or sale of assets of the Company, the holders of Convertible Exchangeable
Preferred Stock exercising their special  conversion  rights will be entitled to
receive the same  consideration  as received for the number of shares of Class A
Common Stock into which their shares of Convertible Exchangeable Preferred Stock
would have been  converted  pursuant to the  special  conversion  rights.  These
special  conversion rights are in addition to the regular conversion rights that
apply to the Convertible Exchangeable Preferred Stock.

     The Company  may, at its  option,  elect to pay holders of the  Convertible
Exchangeable  Preferred  Stock  exercising  their special  conversion  rights an
amount  in cash  equal  to the $50  liquidation  preference  of the  Convertible
Exchangeable  Preferred Stock, plus accrued and unpaid dividends,  if any, up to
but  excluding  the date of the Change of Control,  in which event no conversion
pursuant  to the  exercise  of the  special  conversion  rights set forth in the
preceding paragraph will occur, unless the Company defaults in making payment of
such amounts.

     A  Change  of  Control  will  result  in an event of default under the Bank
Credit  Agreement and could result in the acceleration of all indebtedness under
the Bank Credit Agreement. Moreover, the Bank



                                      S-76



Credit  Agreement  prohibits  the  repurchase  of the  Convertible  Exchangeable
Preferred  Stock by the Company.  A Change of Control will also allow holders of
Existing Notes or holders of Series C Preferred  Stock to require the Company to
redeem either the Existing  Notes or the Series C Preferred  Stock,  as the case
may be.

     The existence of these special conversion rights may deter certain mergers,
tender offers or other takeover  attempts and may thereby  adversely  affect the
market price of the Class A Common Stock.

     "Change of Control"  means the  occurrence of any of the following  events:
(i) any "person" or "group" (as such terms are used in Sections  13(d) and 14(d)
of the Exchange Act),  other than Permitted  Holders (as defined  below),  is or
becomes  the  "beneficial  owner" (as defined in Ruled 13d-3 and 13d-5 under the
Exchange Act, except that a Person shall be deemed to have beneficial  ownership
of all shares that such Person has the right to acquire,  whether  such right is
exercisable  immediately  or only  after  the  passage  of  time),  directly  or
indirectly,  of more  than  40% of the  total  outstanding  Voting  Stock of the
Company,  provided that the Permitted Holders "beneficially own" (as so defined)
a lesser  percentage of such Voting Stock than such other Person and do not have
the  right or  ability  by  voting  power,  contract  or  otherwise  to elect or
designate for election a majority of the board of directors of the Company; (ii)
during any period of two consecutive years,  individuals who at the beginning of
such period constituted the board of directors of the Company (together with any
new directors whose election to such board of directors, or whose nomination for
election by the  shareholders of the Company,  was approved by a vote of 66 2/3%
of the directors then still in office who were either directors at the beginning
of such period or whose  election or nomination  for election was  previously so
approved)  cease for any  reason  to  constitute  a  majority  of such  board of
directors then in office;  (iii) the Company consolidates with or merges with or
into any Person or conveys,  transfers or leases all or substantially all of its
assets to any Person,  or any  corporation  consolidates  with or merges into or
with the  Company,  in any such event  pursuant  to a  transaction  in which the
outstanding  Voting Stock of the Company is changed into or exchanged  for cash,
securities  or  other  property,  other  than  any such  transaction  where  the
outstanding  Voting  Stock of the  Company is not  changed or  exchanged  at all
(except  to the extent  necessary  to  reflect a change in the  jurisdiction  of
incorporation  of the Company) or where (A) the outstanding  Voting Stock of the
Company is changed  into or  exchanged  for (x)  Voting  Stock of the  surviving
corporation which is not Disqualified  Equity Interests or (y) cash,  securities
and other property (other than Equity Interests of the surviving corporation) in
an amount which could be paid by the Company as a Restricted  Payment  under the
terms of the  indenture  relating  to the 1997 Notes as in effect on the date of
this  Prospectus  Supplement,  without  giving  effect to any  later  amendments
thereto (and such amount  shall be treated as a  Restricted  Payment) and (B) no
"person" or "group" other than  Permitted  Holders owns  immediately  after such
transaction,  directly  or  indirectly,  more than the greater of (1) 40% of the
total  outstanding  Voting  Stock  of the  surviving  corporation  and  (2)  the
percentage of the outstanding  Voting Stock of the surviving  corporation owned,
directly or indirectly, by Permitted Holders immediately after such transaction;
or (iv) the Company is liquidated  or dissolved or adopts a plan of  liquidation
or  dissolution  other than in a transaction  which complies with the provisions
described  under "--  Consolidation,  Merger,  Sale of Assets"  of the  Exchange
Debenture Indenture (as defined herein).

     "Disqualified  Equity Interests" means any equity interests that, either by
their terms or by the terms of any security into which they are  convertible  or
exchangeable  or otherwise,  are or upon the happening of an event or passage of
time  would be  required  to be  redeemed  prior to any stated  maturity  of the
principal  of the  applicable  security or are  redeemable  at the option of the
holder thereof at any time prior to any such stated maturity, or are convertible
into or  exchangeable  for debt  securities at any time prior to any such stated
maturity at the option or the holder thereof.

     "Permitted  Holders" means as of the date of determination (i) any of David
D. Smith,  Frederick G. Smith, J. Duncan Smith and Robert E. Smith;  (ii) family
members of the  relatives  of the Persons  described  in clause  (i);  (iii) any
trusts  created for the benefit of any of the Persons  described in clauses (i),
(ii) or (iv) or any trust for the benefit of such trust; or (iv) in the event of
the  incompetence  or death of any of the Persons  described  in clauses (i) and
(ii), such Person's estate, executor, administrator, committee or other personal
representative or beneficiaries, who, in each case, at any particular date shall
beneficially  own or have the right to acquire,  directly or indirectly,  equity
interests of the Company.



                                      S-77




     The term "all or substantially all" as used in the definition of "Change of
Control" has not been  interpreted  under  Maryland law (which is the  Company's
state  of  incorporation)  to  represent  a  specific  quantitative  test.  As a
consequence,  in the event the Holders of the Convertible Exchangeable Preferred
Stock elected to exercise their rights in the event of a Change of Control under
the terms set forth  above and the  Company  elected to contest  such  election,
there could be no  assurance as to how a court  interpreting  Maryland law would
interpret the phrase.


EXCHANGE RIGHTS


     Subject to certain  conditions,  the Company  may,  at its  option,  on any
scheduled  Dividend  Payment Date on or after , 2000,  exchange the  Convertible
Exchangeable  Preferred  Stock,  in  whole  but not in  part,  for the  Exchange
Debentures;  provided  that  (i) on the  date  of  such  exchange  there  are no
accumulated and unpaid dividends  (whether or not declared)  (including  Penalty
Dividends, if any) on the Convertible Exchangeable Preferred Stock which are not
being  simultaneously paid with such exchange (including the dividend payable on
such date) or other contractual  impediments to such exchange;  (ii) there shall
be legally available funds sufficient for any such dividends;  (iii) immediately
after giving  effect to such  exchange,  no Default or Event of Default (each as
defined in the  Exchange  Debenture  Indenture)  would exist under the  Exchange
Debenture  Indenture;  and (iv) no default or event of default would exist under
the  Existing  Indentures  or the Bank Credit  Agreement.  See  "Description  of
Exchange Debentures" below for the terms of the Exchange Debentures.  Holders of
Convertible  Exchangeable  Preferred  Stock so  exchanged  will be  entitled  to
receive,  subject to the second  succeeding  sentence $1,000 principal amount of
Exchange  Debentures  for each $1,000 of  liquidation  preference of Convertible
Exchangeable  Preferred  Stock held by such holders at the time of exchange plus
an amount per share in cash equal to all accrued but unpaid dividends thereon to
the date of  exchange.  The  Company  will be  required  to issue  the  Exchange
Debentures only in denominations of $1,000 and integral  multiples  thereof.  An
amount  in cash  may be paid to  holders  for  any  principal  amount  otherwise
issuable which is less than $1,000.  Following  such exchange,  all dividends on
the Convertible Exchangeable Preferred Stock will cease to accrue, the rights of
the holders of Convertible  Exchangeable  Preferred Stock as stockholders of the
Company  shall cease and the person or persons  entitled to receive the Exchange
Debentures  issuable upon exchange shall be treated as the registered  holder or
holders of such Exchange Debentures.  Notice of exchange will be mailed at least
30 days but not more than 60 days prior to the date of  exchange  to each holder
of Convertible Exchangeable Preferred Stock.
See "Description of Exchange Debentures" below.

     In addition,  under applicable  provisions of the federal bankruptcy law or
comparable  provisions of state  fraudulent  transfer law, if at the time of the
Company's  payment of  dividends  on,  redemption  of or  exchange  of  Exchange
Debentures for, the Convertible  Exchangeable Preferred Stock (i) the Company is
insolvent or rendered  insolvent by reason thereof;  (ii) the Company is engaged
in a business or transaction for which the Company's remaining assets constitute
unreasonably  small capital;  or (iii) the Company  intends to incur or believes
that it would incur debts  beyond its ability to pay such debts as they  mature,
then the relevant distribution to holders of Convertible  Exchangeable Preferred
Stock could be avoided in whole or in part as a fraudulent  conveyance  and such
holders could be required to return the same or equivalent amounts to or for the
benefit  of  existing  or  future  creditors  of the  Company.  The  measure  of
insolvency  for purposes of the foregoing  will vary depending on the law of the
jurisdiction which is being applied.  Generally, the Company would be considered
insolvent  if the  sum of its  debts,  including  contingent  liabilities,  were
greater than the fair saleable value of its assets at a fair valuation or if the
present fair  saleable  value of its assets were less than the amount that would
be required to pay its  probable  liability  on its  existing  debts,  including
contingent liabilities,  as they become absolute and mature. See "Description of
Exchange Debentures -- Fraudulent Conveyance Considerations."

     The  Bank  Credit  Agreement,  the  Existing  Indentures  and the  Articles
Supplementary  relating to the Series C Preferred  Stock  restrict the Company's
ability  to  exchange  the  Convertible  Exchangeable  Preferred  Stock  for the
Exchange Debentures.



                                      S-78smile



OTHER PROVISIONS


     The shares of Convertible  Exchangeable  Preferred  Stock,  and the Class A
Common  Stock when  issued  upon  conversion  thereof,  will be duly and validly
issued, fully paid and nonassessable.

     The holders of shares of Convertible Exchangeable Preferred Stock will have
no preemptive rights with respect to any securities of the Company.

     The Company  intends to apply for listing of the  Convertible  Exchangeable
Preferred  Stock on the Nasdaq  National  Market.  Prior to the  issuance of the
Convertible  Exchangeable  Preferred Stock,  there will be no trading market for
the shares of  Convertible  Exchangeable  Preferred  Stock,  and there can be no
assurance  that a market will  develop.  See "Risk  Factors -- Absence of Public
Trading Market" in the accompanying Prospectus.

     If shares of the Convertible  Exchangeable  Preferred Stock trade, they are
expected  to trade at a price that  takes into  account  the value,  if any,  of
accrued and unpaid distributions; thus, purchasers will not pay for, and sellers
will not receive,  any accrued and unpaid distributions that are not included in
the trading price of the Convertible Exchangeable Preferred Stock.

     The  Convertible  Exchangeable  Preferred  Stock pays  dividends at a fixed
rate. The liquidation preference of the Convertible Exchangeable Preferred Stock
is not necessarily indicative of the price at which the Convertible Exchangeable
Preferred  Stock  will  actually  trade  at or after  the  time of the  issuance
thereof,  and the Convertible  Exchangeable  Preferred Stock may trade at prices
below its liquidation preference.  The market price can be expected to fluctuate
with changes in other  securities that pay dividends or interest at a fixed rate
and economic  conditions,  the financial  condition and prospects of the Company
and other factors that  generally  influence the market prices of debt and other
securities that pay dividends or interest at a fixed rate.

     The registrar,  transfer agent,  conversion  agent and dividend  disbursing
agent for the  Convertible  Exchangeable  Preferred Stock and the transfer agent
and registrar for the Class A Common Stock issuable upon  conversion  thereof is
The First National Bank of Boston.



                                      S-79




                      DESCRIPTION OF EXCHANGE DEBENTURES

     The Exchange  Debentures  will be issued under an indenture,  a copy of the
form of which will be filed as an exhibit to the registration statement of which
this  Prospectus  Supplement  is a part (the  "Exchange  Debenture  Indenture"),
between  the  Company  and  _______________,  as trustee  (the  "Trustee").  The
following summaries of certain provisions of the Exchange Debenture Indenture do
not  purport to be  complete  and are  subject  to, and are  qualified  in their
entirety  by  reference  to, all of the  provisions  of the  Exchange  Debenture
Indenture,   including  the  definition  therein  of  certain  terms.   Wherever
particular  sections or defined  terms of the Exchange  Debenture  Indenture are
referred  to,  such  sections  or  defined  terms  are  incorporated  herein  by
reference. For purposes of the following discussion, "Common Stock" includes any
stock of any  class  of the  Company  which  has no  preference  in  respect  of
dividends or of amounts  payable in the event of any  voluntary  or  involuntary
liquidation,  dissolution  or winding-up of the Company and which is not subject
to redemption by the Company, including, without limitation, the Company's Class
A Common Stock and Class B Common Stock.


GENERAL


     The Exchange Debentures will be unsecured  obligations of the Company, will
be limited to $150 million in aggregate  principal  amount (plus an amount equal
to  the  aggregate   liquidation   preference  of  any  shares  of   Convertible
Exchangeable   Preferred  Stock  issued  upon  exercise  of  the   Underwriters'
over-allotment  option) and will mature on                  , 2012. The Exchange
Debentures  will  bear  interest  at the  rate  per  annum of % from the date of
original issuance of Exchange Debentures pursuant to the Indenture,  or from the
most recent  interest  payment date to which  interest has been paid or provided
for, payable quarterly on             ,                 , and of each year (each
an "Interest  Payment Date") commencing on the first such payment date following
the date of the exchange, to the Person in whose name the Exchange Debenture (or
any  predecessor  Exchange  Debenture) is registered at the close of business on
the preceding                  ,               , and               , as the case
may be.  Interest  on the  Exchange  Debentures  will be paid on the  basis of a
360-day year of twelve 30-day months.

     Principal of, and premium, if any, and interest on, the Exchange Debentures
will be  payable  (i) in respect of  Exchange  Debentures  held of record by The
Depository  Trust Company ("DTC") or its nominee,  in same day funds on or prior
to the  payment  dates  with  respect  to such  amounts  and (ii) in  respect of
Exchange  Debentures held of record by holders other than DTC or its nominee, at
the corporate trust office of the Trustee. In addition, with respect to Exchange
Debentures  held of record by holders other than DTC or its nominee,  payment of
interest may be made at the option of the Company by check mailed to the address
of the persons  entitled  thereto as it appears in the register for the Exchange
Debentures on the regular  record date for such  interest  (the "Regular  Record
Date").  The Exchange  Debentures may be surrendered  for transfer,  exchange or
conversion at the corporate trust office of the Trustee.

     The Exchange  Debentures  will be issued only in registered  form,  without
coupons and in  denominations  of $1,000 or any integral  multiple  thereof.  No
service  charge  will be made  for any  transfer  or  exchange  of the  Exchange
Debentures, but the Company may require payment of a sum sufficient to cover any
tax or other governmental  charge and any other expenses (including the fees and
expenses of the Trustee)  payable in  connection  therewith.  The Company is not
required  (i) to issue,  register  the  transfer  of or  exchange  any  Exchange
Debentures  during a period  beginning at the opening of business 15 days before
the day of the  mailing  of a notice of  redemption  and  ending at the close of
business  on the day of such  mailing,  or (ii) to register  the  transfer of or
exchange any Exchange  Debenture  selected for  redemption  in whole or in part,
except the unredeemed portion of Exchange Debentures being redeemed in part.

     All monies paid by the  Company to the Trustee or any Paying  Agent for the
payment  of  principal  of and  premium  if any  and  interest  on any  Exchange
Debenture which remain unclaimed for two years after such principal,  premium or
interest  become due and payable may be repaid to the Company.  Thereafter,  the
registered  holder of such  Exchange  Debenture  may,  as an  unsecured  general
creditor, look only to the Company for payment thereof.



                                      S-80




     The Exchange Debenture Indenture does not contain any provisions that would
provide  protection to holders of the Exchange  Debentures  against a sudden and
dramatic  decline in credit quality of the Company  resulting from any takeover,
recapitalization or similar  restructuring,  except as described below under "--
Change of Control."


CONVERSION RIGHTS


     The holder of any Exchange  Debenture will have the right,  at the holder's
option,  to convert the principal amount thereof (or any portion thereof that is
an integral  multiple of $1,000) into shares of Class A Common Stock at any time
prior to maturity, initially at the conversion rate in effect on the Convertible
Exchangeable  Preferred  Stock  at the  date  of  exchange  of  the  Convertible
Exchangeable  Preferred Stock for Exchange Debentures (subject to adjustments as
described below), except that if an Exchange Debenture is called for redemption,
the  conversion  right will  terminate  on the close of  business  on the second
business day preceding the date fixed for redemption. No payment of interest and
no  adjustment in respect of dividends  will be made upon the  conversion of any
Exchange Debenture, and the holder will lose any right to payment of interest on
the  Exchange  Debentures   surrendered  for  conversion.   Exchange  Debentures
surrendered for conversion during the period from the Regular Record Date for an
interest  payment to the  corresponding  Interest  Payment Date (except Exchange
Debentures  called for  redemption  during that period) must be  accompanied  by
payment of an amount equal to the interest upon conversion. No fractional shares
will be issued upon conversion but, in lieu thereof,  an appropriate amount will
be paid in cash based on the last  reported sale price for the shares of Class A
Common Stock on the day of conversion.  The provisions in the Exchange Debenture
Indenture for  adjustment of the conversion  rate  (including a reduction of the
conversion rate under certain circumstances) and conversion in connection with a
reclassification,  consolidation,  merger, sale, transfer or share exchange will
be substantially  the same as those  applicable to the Convertible  Exchangeable
Preferred Stock  described  above under the caption  "Description of Convertible
Exchangeable Preferred Stock -- Conversion Rights."


SUBORDINATION


     The payment of the  principal of and  premium,  if any, and interest on the
Exchange  Debentures  will,  to the extent set forth in the  Exchange  Debenture
Indenture,  be  subordinated in right of payment to the prior payment in full of
all Senior Debt in cash or cash  equivalents or in any other form  acceptable to
the  holders  of Senior  Debt.  The  Exchange  Debentures  will be  subordinated
indebtedness  of the Company  ranking  junior to all existing and future  Senior
Subordinated  Indebtedness  of the Company and pari passu to all other  existing
and future subordinated indebtedness of the Company.

     As of June 30, 1997 on a pro forma basis,  after giving  effect to the Debt
Issuance,  the sale of the  Convertible  Exchangeable  Preferred  Stock  offered
hereby and the application of the estimated net proceeds thereof,  the aggregate
amount of Senior  Debt that  ranked  senior in right of payment to the  Exchange
Debentures  would have been  approximately  $1.6  billion.  As the  Company is a
holding  company,  substantially  all of the  Company's  assets  consist  of the
capital  stock of its  Subsidiaries.  Except to the extent  that the Company may
itself be a creditor with recognized claims against its Subsidiaries, the claims
of the holders of the Exchange  Debentures are  effectively  subordinated to the
claims of the direct  creditors of the  Subsidiaries of the Company.  All of the
Senior Debt is guaranteed by  substantially  all of the Company's  Subsidiaries.
Subject  to  compliance   with  certain   limitations   in  the  Company's  debt
instruments, the Company and its Subsidiaries may incur additional indebtedness.
See "Risk Factors -- Subordination  of the Subordinated  Debt Securities and the
Related  Guarantees;  Asset  Encumbrances"  in the  accompanying  Prospectus and
"Capitalization" herein.

     During the continuance of any default in the payment of any Senior Debt and
non-payment  default with respect to Senior Debt  pursuant to which the maturity
thereof has been  accelerated,  no payment or  distribution of any assets of the
Company of any kind or character  (excluding  certain permitted equity interests
or  subordinated  securities)  shall be made on  account  of the  principal  of,
premium,  if any, or interest on the  Exchange  Debentures  or on account of the
purchase, redemption, defeasance or other



                                      S-81




acquisition  of the Exchange  Debentures  unless and until such default has been
cured,  waived  or has  ceased  to exist or such  Senior  Debt  shall  have been
discharged  or paid in full in cash or cash  equivalents  or in any  other  form
acceptable to the holders of Senior Debt.

     During the  continuance  of any  non-payment  default  with  respect to any
Designated  Senior Debt pursuant to the terms of which the maturity  thereof may
be  accelerated (a  "Non-payment  Default") and after the receipt by the Trustee
from a representative  of the holder of any Designated  Senior Debt of a written
notice of such default,  no payment or distribution of any assets of the Company
of any kind or character  (excluding  certain  permitted  equity or subordinated
securities)  may be made by the Company on account of the principal of, premium,
if any, or interest on the Exchange  Debentures  or on account of the  purchase,
redemption,  defeasance or other acquisition of the Exchange  Debentures for the
period specified below (the "Payment Blockage Period").

     The Payment  Blockage  Period shall  commence upon the receipt of notice of
the Non-payment  Default by the Trustee and the Company from a representative of
the holders of any  Designated  Senior Debt and shall end on the earliest of (i)
the first date on which more than 179 days shall have elapsed  since the receipt
of such written notice (provided such Designated  Senior Debt as to which notice
was given shall not  therefore  have been  accelerated);  (ii) the date on which
such  Non-payment  Default (and all  Non-payment  Defaults as to which notice is
given after such Payment  Blockage  Period is initiated)  are cured or waived or
ceased to exist or on which such Designated Senior Debt is discharged or paid in
full in cash or cash  equivalents or in any other form acceptable to the holders
of  Designated  Senior Debt;  or (iii) the date on which such  Payment  Blockage
Period  (and all  Non-payment  Defaults  as to which  notice is given after such
Payment  Blockage  Period is  initiated)  shall have been  terminated by written
notice to the  Company  or the  Trustee  from the  representative  of holders of
Designated Senior Debt initiating such Payment Blockage Period,  after which, in
the case of clauses  (i),  (ii) and (iii),  the Company  shall  promptly  resume
making any and all  required  payments  in respect of the  Exchange  Debentures,
including any missed payments. In no event will a Payment Blockage Period extend
beyond 179 days from the date of the  receipt by the  Company of the  Trustee of
the notice initiating such Payment Blockage Period (such 179-day period referred
to as the "Initial Period").  Any number of notices of Non-payment  Defaults may
be given during the Initial Period; provided that during any 365-day consecutive
period only one Payment  Blockage  Period  during which payment of principal of,
premium,  if any,  or interest on the  Exchange  Debentures  may not be made may
commence and that the duration of the Payment Blockage Period may not exceed 179
days.  No  Non-payment  Default  with  respect to  Designated  Senior Debt which
existed  or was  continuing  on the  date  of the  commencement  of any  Payment
Blockage  Period  will be, or can be, made the basis for the  commencement  of a
second  Payment  Blockage  Period,  whether  or  not  within  a  period  of  365
consecutive  days,  unless such default has been cured or waived for a period of
not less than 90 consecutive days.

     If the Company  fails to make any payment on the Exchange  Debentures  when
due or within  any  applicable  grace  period,  whether or not on account of the
payment blockage  provisions referred to above, such failure would constitute an
Event of Default  under the Exchange  Debenture  Indenture  and would enable the
holders of the Exchange  Debentures to accelerate the Maturity thereof.  See "--
Events of Default."

     The  Exchange  Debenture  Indenture  will  provide that in the event of any
insolvency or bankruptcy case or proceeding,  or any receivership,  liquidation,
reorganization  or other similar case or  proceeding  in  connection  therewith,
relative to the Company or its assets, or any liquidation,  dissolution or other
winding up of the Company,  whether  voluntary or involuntary and whether or not
involving  insolvency  or  bankruptcy,  or any  assignment  for the  benefit  of
creditors or any other  marshaling of assets or liabilities of the Company,  all
Senior  Debt  must be paid in full in cash or cash  equivalents  or in any other
manner  acceptable  to the holders of Senior Debt,  or  provision  made for such
payment, before any payment or distribution (excluding  distributions of certain
permitted equity or subordinated securities) is made on account of the principal
of, premium, if any, or interest on the Exchange Debentures.

     By reason of such subordination, in the event of liquidation or insolvency,
creditors  of the  Company  who are  holders of Senior  Debt may  recover  more,
ratably,  than the holders of the Exchange Debentures,  and funds which would be
otherwise payable to the holders of the Exchange Debentures will be



                                      S-82




paid to the holders of the Senior Debt to the extent necessary to pay the Senior
Debt in full in cash or cash  equivalents  or in any other manner  acceptable to
the  holders  of  Senior  Debt,  and the  Company  may be  unable  to  meet  its
obligations fully with respect to the Exchange Debentures.


FRAUDULENT CONVEYANCE CONSIDERATIONS

     Under  applicable  provisions of the federal  bankruptcy  law or comparable
provisions of state fraudulent transfer law, if a court were to find that at the
time of the exchange of the Convertible  Exchangeable  Preferred  Securities for
Exchange  Debentures  (i) the Company was  insolvent  or rendered  insolvent  by
reason thereof,  (ii) the Company was engaged, or about to engage, in a business
or transaction for which the Company's remaining assets constitute  unreasonably
small  capital,  (iii) the Company  intended to incur or believed  that it would
incur  debts  beyond its  ability  to pay such debts as they  mature or (iv) the
Company was a defendant  in an action for money  damages,  or had a judgment for
money damages docketed against it (if in either case, after final judgment,  the
judgment is unsatisfied).  In such case, the holders could be required to return
the Exchange Debentures to or for the benefit of existing or future creditors of
the Company.  The measure of insolvency  for purposes of the foregoing will vary
depending on the law of the jurisdiction which is being applied.  Generally,  an
entity would be considered  insolvent  if, at the time it incurs any  obligation
(i) the sum of its debts, including contingent liabilities, was greater than the
fair  salable  value of its assets at a fair  valuation,  (ii) the present  fair
salable  value of its assets was less than the amount  that would be required to
pay its  probable  liability on its existing  debts and  liabilities,  including
contingent  liabilities,  as they become  absolute  and  mature,  or (iii) it is
incurring debt beyond its ability to pay as such debt matures.


REDEMPTION AT OPTION OF THE COMPANY


     The Exchange  Debentures will be redeemable,  at the Company's  option,  in
whole  or from  time to time in part,  at any time on or after , 2000,  upon not
less than 30 nor more than 60 days'  prior  notice by first  class  mail to each
holder of Exchange  Debentures  to be redeemed at its address  appearing  in the
security  register  and prior to maturity  at the  following  redemption  prices
("Redemption  Prices")  (expressed as percentages of the principal  amount) plus
accrued  interest  to the  Redemption  Date  (subject to the right of holders of
record  on the  relevant  Regular  Record  Date to  receive  interest  due on an
Interest Payment Date that is on or prior to the Redemption Date).

     If redeemed during the 12-month  period  beginning , in the year indicated,
the Redemption Price shall be:


                     REDEMPTION                           REDEMPTION
        YEAR           PRICE              YEAR             PRICE
      ------------   ------------   -------------------   -----------
      2000  ......        %         2004   ............          %
      2001  ......                  2005   ............
      2002  ......                  2006   ............
      2003  ......                  2007 and thereafter       100%


SINKING FUND

     There will be no sinking fund.


CONSOLIDATION, MERGER AND SALE OF ASSETS

     The  Company  shall  not,  in a single  transaction  or a series of related
transactions,  consolidate  with or merge with or into any other Person or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its  properties and assets to any Person or group of affiliated  Persons,  or
permit  any  of  its   Subsidiaries  to  enter  into  any  such  transaction  or
transactions if such transaction or transactions, in the aggregate, would result
in a sale,  assignment,  conveyance,  transfer,  lease or  disposition of all or
substantially  all  of  the  properties  and  assets  of  the  Company  and  its
Subsidiaries on a consolidated  basis to any other Person or group of affiliated
Persons, unless at the time and after giving effect thereto:


                                      S-83



(i) either (1) the Company shall be the surviving  corporation or (2) the Person
(if other  than the  Company)  formed by such  consolidation  or into  which the
Company is merged or the Person which acquires by sale, assignment,  conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets  of the  Company  and  its  Subsidiaries  on a  consolidated  basis  (the
"Surviving  Entity") shall be a corporation  duly organized and validly existing
under  the laws of the  United  States of  America,  any  state  thereof  or the
District of Columbia and such Person assumes,  by a supplemental  indenture in a
form reasonably  satisfactory to the Trustee, all the obligations of the Company
under the Exchange  Debentures  and the Exchange  Debenture  Indenture,  and the
Exchange  Debenture  Indenture  shall  remain  in full  force and  effect;  (ii)
immediately  before and immediately after giving effect to such transaction,  no
Default or Event of Default  shall have occurred and be  continuing;  (iii) such
transaction  does not  adversely  effect the validity or  enforceability  of the
Exchange  Debentures;  and (iv) the Company or the  Surviving  Entity shall have
delivered,  or caused to be  delivered,  to the Trustee,  in form and  substance
reasonably  satisfactory to the Trustee, an officers' certificate and an opinion
of counsel, each to the effect that such consolidation,  merger, transfer, sale,
assignment, lease or other transaction and the supplemental indenture in respect
thereto comply with the provisions of the Exchange Debenture  Indenture and that
all  conditions  precedent  provided  for in the  Exchange  Debenture  Indenture
relating to such transaction have been complied with.

     In the  event of any  transaction  (other  than a lease)  described  in and
complying with the conditions listed in the immediately  preceding  paragraph in
which the Company is not the continuing corporation, the successor Person formed
or remaining  shall succeed to, and be  substituted  for, and may exercise every
right and power of, the Company,  and the Company would be  discharged  from its
obligations under the Exchange Debenture Indenture and the Exchange Debentures.


CHANGE OF CONTROL


     If a Change of  Control  (as  defined  under the  caption  "Description  of
Convertible  Exchangeable  Preferred Stock -- Change of Control") shall occur at
any  time,  then each  holder of  Exchange  Debentures  shall  have the right to
require that the Company purchase such holder's Exchange  Debentures in whole or
in part in integral  multiples  of $1,000,  at a purchase  price (the "Change of
Control  Purchase  Price") in cash in an amount  equal to 100% of the  principal
amount of such Exchange Debentures, plus accrued and unpaid interest, if any, to
the date of purchase (the "Change of Control  Purchase  Date"),  pursuant to the
offer described  below (the "Change of Control Offer") and the other  procedures
set forth in the Exchange Debenture Indenture.

     Within 30 days  following  any Change of Control,  the Company shall notify
the  Trustee  thereof and give  written  notice of such Change of Control to the
holder of Exchange  Debentures,  by first-class mail, postage prepaid,  at their
addresses appearing in the security register,  stating,  among other things, the
Change of Control  Purchase  Price and that the Change of Control  Purchase Date
shall be a business  day no earlier than 30 days nor later than 60 days from the
date such notice is mailed,  or such later date as is  necessary  to comply with
requirements  under the Exchange Act;  that any Exchange  Debenture not tendered
will  continue to accrue  interest;  that,  unless the  Company  defaults in the
payment  of the  Change of  Control  Purchase  Price,  any  Exchange  Debentures
accepted  for  payment  pursuant  to the Change of Control  Offer shall cease to
accrue  interest  after the Change of Control  Purchase  Date; and certain other
procedures  that a holder of Exchange  Debentures must follow to accept a Change
of Control Offer or to withdraw such acceptance.

     If a Change of Control  Offer is made,  there can be no assurance  that the
Company  will have  available  funds  sufficient  to pay the  Change of  Control
Purchase  Price for all of the  Exchange  Debentures  that might be delivered by
holders  of the  Exchange  Debentures  seeking  to accept  the Change of Control
Offer.  The holders of the Existing Notes and the Series C Preferred  Stock have
rights upon a Change of Control that are similar to the rights of the holders of
the  Exchange  Debentures.  A Change of Control  will also result in an event of
default under the Bank Credit  Agreement and could result in the acceleration of
all  indebtedness  under the Bank Credit  Agreement.  Moreover,  the Bank Credit
Agreement  prohibits the  repurchase of the Exchange  Debentures by the Company.
The failure of the Company to make or consummate  the Change of Control Offer or
pay the Change of  Control  Purchase  Price when due will  result in an Event of
Default under the Exchange Debenture Indenture.



                                      S-84




     The term "all or substantially all" as used in the definition of "Change of
Control" has not been interpreted under New York law (which is the governing law
of the Exchange Debenture Indenture) to represent a specific  quantitative test.
As a consequence, in the event the holders of the Exchange Debentures elected to
exercise  their rights under the Exchange  Debenture  Indenture  and the Company
elected to contest such election,  there could be no assurance as to how a court
interpreting New York law would interpret the phrase.

     The existence of a holder's right to require the Company to repurchase such
holder's  Exchange  Debentures  upon a Change of Control may deter a third party
from  acquiring  the  Company in a  transaction  which  constitutes  a Change of
Control.

     The provisions of the Exchange Debenture  Indenture will not afford holders
of  Exchange  Debentures  the right to require  the  Company to  repurchase  the
Exchange  Debentures in the event of a highly  leveraged  transaction or certain
transactions  with the  Company's  management  or its  affiliates,  including  a
reorganization,  restructuring,  merger or similar  transaction  (including,  in
certain  circumstances,  an  acquisition  of the  Company by  management  or its
Affiliates)  involving  the Company  that may  adversely  affect  holders of the
Exchange  Debentures,  if such  transaction  is not a  transaction  defined as a
Change of Control.  A  transaction  involving  the  Company's  management or its
affiliates,  or a transaction  involving a recapitalization of the Company, will
result in a Change of Control if it is the type of transaction specified by such
definition.

     The Company will comply with tender offer rules, including Rule 14e-1 under
the Exchange Act, and any other  applicable  securities  laws or  regulations in
connection with a Change of Control Offer.

                                      S-85




EVENTS OF DEFAULT


     An Event of Default will occur under the Exchange Debenture Indenture if:

     (i) there shall be a default in the payment of any interest on any Exchange
Debenture when it becomes due and payable, and such default shall continue for a
period of 30 days;

     (ii)  there  shall be a default  in the  payment  of the  principal  of (or
premium,  if any, on) any Exchange Debenture at its Maturity (upon acceleration,
optional or mandatory redemption, required repurchase or otherwise);

     (iii) (a) there shall be a default in the  performance,  or breach,  of any
covenant or agreement  of the Company  under the  Exchange  Debenture  Indenture
(other than a default in the performance,  or breach, of a covenant or agreement
which is  specifically  dealt with in clause (i) or (ii) or in clause (b) or (c)
of this clause (iii)) and such default or breach shall  continue for a period of
60 days after  written  notice has been given,  by  certified  mail,  (x) to the
Company by the  Trustee or (y) to the  Company and the Trustee by the holders of
at  least  25%  in  aggregate  principal  amount  of  the  outstanding  Exchange
Debentures;  (b) there  shall be a default in the  performance  or breach of the
provisions  described in "-- Consolidation,  Merger, Sale of Assets"; or (c) the
Company  shall have failed to make or  consummate  a Change of Control  Offer in
accordance with the provisions described in "-- Change of Control";

     (iv)  one or more  defaults  shall  have  occurred  under  any  agreements,
indentures or instruments  under which the Company or any Restricted  Subsidiary
then has outstanding  Indebtedness in excess of $5,000,000 in the aggregate and,
if not already matured at its final maturity in accordance with its terms,  such
Indebtedness shall have been accelerated;

     (v) there shall have been the entry by a court of competent jurisdiction of
(a) a decree or order for  relief in respect  of the  Company or any  Restricted
Subsidiary in an involuntary case or proceeding under any applicable  Bankruptcy
Law or (b) a decree or order adjudging the Company or any Restricted  Subsidiary
bankrupt or insolvent,  or seeking  reorganization,  arrangement,  adjustment or
composition of or in respect of the Company or any Restricted  Subsidiary  under
any  applicable  federal or state law,  or  appointing  a  custodian,  receiver,
liquidator,  assignee, trustee,  sequestrator (or other similar official) of the
Company  or any  Restricted  Subsidiary  or of any  substantial  part  of  their
respective  properties,  or  ordering  the  winding up or  liquidation  of their
affairs, and any such decree or order for relief shall continue to be in effect,
or any such other decree or order shall be unstayed and in effect,  for a period
of 60 consecutive days; or

     (vi) (a) the  Company or any  Restricted  Subsidiary  commences a voluntary
case or  proceeding  under any  applicable  Bankruptcy  Law or any other case or
proceeding  to be  adjudicated  bankrupt  or  insolvent,  (b) the Company or any
Restricted  Subsidiary  consents to the entry of a decree or order for relief in
respect of the Company or such Restricted  Subsidiary in an involuntary  case or
proceeding  under any applicable  Bankruptcy Law or to the  commencement  of any
bankruptcy or insolvency  case or proceeding  against it, (c) the Company or any
Restricted   Subsidiary   files  a  petition   or  answer  or  consent   seeking
reorganization  or relief  under any  applicable  federal or state law,  (d) the
Company or any Restricted Subsidiary (x) consents to the filing of such petition
or  the  appointment  of,  or  taking  possession  by,  a  custodian,  receiver,
liquidator,  assignee,  trustee,  sequestrator or other similar  official of the
Company  or such  Restricted  Subsidiary  or of any  substantial  part of  their
respective property, (y) makes an assignment for the benefit of creditors or (z)
admits in writing its inability to pay its debts generally as they become due or
(e) the  Company or any  Restricted  Subsidiary  takes any  corporate  action in
furtherance of any such actions in this paragraph (vi).

     If an Event of Default  (other than as specified in clauses (v) and (vi) of
the prior paragraph)  shall occur and be continuing,  the Trustee or the holders
of not less than 25% in aggregate  principal  amount of the Exchange  Debentures
outstanding  may, and the Trustee at the request of such holders shall,  declare
all unpaid  principal  of,  premium,  if any,  and accrued  interest on, all the
Exchange  Debentures to be due and payable immediately by a notice in writing to
the  Company  (and to the  Trustee  if  given  by the  holders  of the  Exchange
Debentures);  provided  that so long as the Bank Credit  Agreement is in effect,
such  declaration  shall not  become  effective  until the  earlier  of (a) five
business days after receipt of such notice of acceleration



                                      S-86



from the holders or the Trustee by the agent under the Bank Credit  Agreement or
(b) acceleration of the Indebtedness under the Bank Credit Agreement.  Thereupon
the Trustee may, at its discretion, proceed to protect and enforce the rights of
the holders of Exchange  Debentures by appropriate  judicial  proceeding.  If an
Event of Default  specified in clause (v) or (vi) of the prior paragraph  occurs
and is continuing,  then all the Exchange Debentures shall ipso facto become and
be immediately  due and payable,  in an amount equal to the principal  amount of
the Exchange Debentures,  together with accrued and unpaid interest,  if any, to
the date the Exchange Debentures become due and payable, without any declaration
or other act on the part of the Trustee or any holder. The Trustee or, if notice
of acceleration is given by the holders of the Exchange Debentures,  the holders
of the Exchange  Debentures shall give notice to the agent under the Bank Credit
Agreement of such acceleration.

     After a declaration  of  acceleration,  but before a judgment or decree for
payment of the money due has been  obtained  by the  Trustee,  the  holders of a
majority in aggregate  principal amount of Exchange Debentures  outstanding,  by
written  notice to the  Company  and the  Trustee,  may  rescind  and annul such
declaration  if (a) the  Company  has paid or  deposited  with the Trustee a sum
sufficient  to pay (i) all  sums  paid or  advanced  by the  Trustee  under  the
Exchange  Debenture  Indenture  and  the  reasonable   compensation,   expenses,
disbursements  and  advances of the Trustee,  its agents and  counsel,  (ii) all
overdue interest on all Exchange Debentures, (iii) the principal of and premium,
if any, on any Exchange  Debentures which have become due otherwise than by such
declaration of acceleration and interest thereon at a rate borne by the Exchange
Debentures  and (iv) to the  extent  that  payment of such  interest  is lawful,
interest upon overdue interest at the rate borne by the Exchange Debentures; and
(b) all  Events of  Default,  other than the  non-payment  of  principal  of the
Exchange  Debentures  which  have  become  due  solely  by such  declaration  of
acceleration, have been cured or waived.

     The holders of not less than a majority in  aggregate  principal  amount of
the  Exchange  Debentures  outstanding  may on behalf of the  holders of all the
Exchange  Debentures  waive  any  past  default  under  the  Exchange  Debenture
Indenture and its consequences, except a default in the payment of the principal
of, premium, if any, or interest on any Exchange  Debenture,  or in respect of a
covenant or provision  which under the Exchange  Debenture  Indenture  cannot be
modified or amended without the consent of the holder of each Exchange Debenture
outstanding.

     The Company is also  required to notify the  Trustee  within five  business
days of the occurrence of any Default. The Company is required to deliver to the
Trustee,  on or before a date not more than 60 days after the end of each fiscal
quarter and not more than 120 days after the end of each fiscal  year, a written
statement as to  compliance  with the Exchange  Debenture  Indenture,  including
whether or not any default has  occurred.  The Trustee is under no obligation to
exercise  any of the  rights or powers  vested in it by the  Exchange  Debenture
Indenture  at the request or  direction  of any of the  holders of the  Exchange
Debentures  unless  such  holders  offer to the Trustee  security  or  indemnity
satisfactory  to the Trustee against the costs,  expenses and liabilities  which
might be incurred thereby.

     The Trust Indenture Act contains  limitations on the rights of the Trustee,
should it become a  creditor  of the  Company,  to obtain  payment  of claims in
certain cases or to realize on certain property received by it in respect of any
such  claims,  as security or  otherwise.  The Trustee is permitted to engage in
other  transactions,  provided that if it acquires any  conflicting  interest it
must  eliminate such conflict upon the occurrence of an Event of Default or else
resign. The Exchange Debenture  Indenture provides that the Trustee may withhold
notice to the  holders of the  Exchange  Debentures  of any  continuing  default
(except in the payment of the  principal  of or premium,  if any, or interest on
any Exchange  Debentures) if the Trustee considers it in the interest of holders
of the Exchange Debentures to do so.


MODIFICATION, AMENDMENTS AND WAIVERS


     Modifications  and  amendments of the Exchange  Debenture  Indenture may be
made by the Company and the Trustee  with the consent of the holders of not less
than a  majority  in  aggregate  principal  amount of the  outstanding  Exchange
Debentures;  provided,  however,  that no such  modification  or amendment  may,
without  the  consent  of the  holder  of each  outstanding  Exchange  Debenture
affected  thereby:  (i) change the stated  Maturity of the  principal of, or any
installment  of interest  on, any  Exchange  Debenture  or reduce the  principal
amount thereof or the rate of interest thereon or any pre-



                                      S-87



mium,  if any,  payable  upon the  redemption  thereof,  or  change  the coin or
currency in which the  principal  of any Exchange  Debenture or any premium,  if
any, or the interest  thereon is payable,  or impair the right to institute suit
for the enforcement of any such payment after the stated Maturity thereof (or in
the case of redemption,  on or after the redemption date); (ii) amend, change or
modify the  obligation of the Company to make and consummate a Change of Control
Offer in the event of a Change of  Control  in  accordance  with the  provisions
described in "-- Change of Control," including  amending,  changing or modifying
any definitions with respect  thereto;  (iii) reduce the percentage in principal
amount of  outstanding  Exchange  Debentures,  the  consent of whose  holders is
required for any such supplemental indenture, or the consent of whose holders is
required for any waiver or  compliance  with certain  provisions of the Exchange
Debenture  Indenture  or certain  defaults;  (iv)  modify any of the  provisions
relating to supplemental indentures requiring the consent of holders or relating
to the waiver of past  defaults or relating to the waiver of certain  covenants,
except to increase the percentage of outstanding  Exchange  Debentures  required
for such  actions or to provide that certain  other  provisions  of the Exchange
Debenture  Indenture  cannot be  modified  or waived  without the consent of the
holder of each  Exchange  Debenture  affected  thereby;  (v) except as otherwise
permitted  under "--  Consolidation,  Merger,  Sale of  Assets,"  consent to the
assignment or transfer by the Company of any of its rights and obligations under
the Exchange Debenture Indenture;  or (vi) amend or modify any of the provisions
of the Exchange Debenture  Indenture relating to the subordination or conversion
of the Exchange  Debentures in any manner adverse to the holders of the Exchange
Debentures.

     The holders of a majority in  aggregate  principal  amount of the  Exchange
Debentures  outstanding may waive compliance with certain restrictive  covenants
and provisions of the Exchangeable Debenture Indenture.


SATISFACTION AND DISCHARGE


     The Exchange Debenture Indenture will cease to be of further effect (except
as to surviving  rights of  registration  of transfer or  conversion of Exchange
Debentures, as expressly provided for in the Exchange Debenture Indenture) as to
all  outstanding  Exchange  Debentures  when (a) either (i) all of the  Exchange
Debentures  therefore  authenticated  and  delivered  (except  lost,  stolen  or
destroyed  Exchange  Debentures  which  have been  replaced  or paid)  have been
delivered to the Trustee for  cancellation  or (ii) all Exchange  Debentures not
theretofore  delivered to the Trustee for  cancellation  (x) have become due and
payable,  or (y) will become due and payable at their stated Maturity within one
year, or (z) are to be called for redemption within one year under  arrangements
satisfactory  to the  Trustee  for the  giving of notice  of  redemption  by the
Trustee in the name,  and at the  expense,  of the  Company  and the Company has
irrevocably  deposited  or caused to be deposited  with the Trustee  funds in an
amount  sufficient to pay and discharge the entire  indebtedness on the Exchange
Debentures not therefore  delivered to the Trustee for  cancellation,  including
principal of, premium,  if any, and accrued  interest at such stated Maturity or
redemption  date;  (b) the  Company has paid or caused to be paid all other sums
payable  under the Exchange  Debenture  Indenture  by the  Company;  and (c) the
Company has delivered to the Trustee an officers'  certificate and an opinion of
counsel stating that (i) all conditions  precedent under the Exchange  Debenture
Indenture  relating to the satisfaction and discharge of the Exchange  Debenture
Indenture have been complied with and (ii) such  satisfaction and discharge will
not result in a breach or  violation  of, or  constitute  a default  under,  the
Exchange  Debenture  Indenture or any other material  agreement or instrument to
which the Company is a party or by which the Company is bound.


PAYMENTS OF PRINCIPAL AND INTEREST


     The Exchange  Debenture  Indenture will require that payments in respect of
the Exchange  Debentures  (including  principal,  premium, if any, and interest)
held of record by DTC  (including  Exchange  Debentures  evidenced by the Global
Exchange  Debentures)  be made in same day  funds.  Payments  in  respect of the
Exchange  Debentures held of record by holders other than DTC may, at the option
of the  Company,  be made by check and mailed to such holders of record as shown
on the register for the Exchange Debentures.



                                      S-88




GOVERNING LAW


     The Exchange Debenture  Indenture and Exchange  Debentures will be governed
by and construed in accordance  with the laws of the State of New York,  without
giving effect to such state's conflict of laws principles.


INFORMATION CONCERNING THE TRUSTEE


     The Exchange Debenture Indenture contains certain limitations on the rights
of the Trustee, should it become a creditor of the Company, to obtain payment of
claims in certain cases, or to realize on certain  property  received in respect
of any such claim as security or  otherwise.  The Trustee  will be  permitted to
engage in other transactions;  however, if it acquires any conflicting  interest
it must eliminate such conflict within ninety days,  apply to the Commission for
permission to continue or resign.

     The  holders  of a majority  in  principal  amount of the then  outstanding
Exchange  Debentures will have the right to direct the time, method and place of
conducting any  proceeding  for exercising any remedy  available to the Trustee,
subject to certain exceptions. The Exchange Debenture Indenture provides that in
case an Event of Default  shall occur  (which  shall not be cured),  the Trustee
will be required,  in the exercise of its power,  to use the degree of care of a
prudent man in the conduct of his own affairs.  Subject to such provisions,  the
Trustee  will be under no  obligation  to  exercise  any of its rights or powers
under the Exchange Debenture  Indentures at the request of any of the holders of
the Exchange Debentures,  unless they shall have offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.


OTHER PROVISIONS

     The Company is under no  obligation  to apply for  listing of the  Exchange
Debentures on any securities exchange or on any automated  interdealer quotation
system.  If the Company did apply for any such  listing,  there is no  assurance
that such  application  would be granted or that, if granted,  an active trading
market would develop.  See "Risk Factors -- Absence of Public Trading Market for
Certain Securities" in the accompanying Prospectus.



                                      S-89



                              CERTAIN DEFINITIONS

     Set  forth  below  is a  summary  of  certain  terms  used in the  Exchange
Debenture Indenture and the Articles Supplementary:

     "Bank  Credit  Agreement"  means  the Third  Amended  and  Restated  Credit
Agreement,  dated as of May 20, 1997,  between the Company,  the Subsidiaries of
the  Company  identified  on the  signature  pages  thereof  under  the  caption
"Subsidiary  Guarantors," the lenders named therein and The Chase Manhattan Bank
as agent,  as such  agreement may be amended,  renewed,  extended,  substituted,
refinanced, restructured, replaced, supplemented or otherwise modified from time
to time (including,  without limitation,  any successive  renewals,  extensions,
substitutions, refinancings, restructurings,  replacements,  supplementations or
other  modifications  of the  foregoing).  For all purposes under the Indenture,
"Bank Credit  Agreement"  shall include any  amendments,  renewals,  extensions,
substitutions,  refinancings,  restructurings,  replacements, supplements or any
other  modifications  that increase the principal  amount of the Indebtedness or
the commitments to lend thereunder.

     "Designated  Senior  Debt" is defined as (i) all  Senior  Debt  outstanding
under the Bank Credit Agreement and (ii) any other Senior Debt which is incurred
pursuant  to an  agreement  (or  series of  related  agreements)  simultaneously
entered into  providing for  Indebtedness,  or  commitments to lend, of at least
$25,000,000 at the time of determination  and is specifically  designated in the
instrument  evidencing such Senior Debt or the agreement under which such Senior
Indebtedness arises as "Designated Senior Debt" by the Company.

     "Equity Interest" of any person means any and all shares, interests, rights
to  purchase,  warrants,  options,  participations  or other  equivalents  of or
interests   in   (however   designated)   corporate   stock  or   other   equity
participations,  including partnership interests, whether general or limited, of
such  Person,  including  an Equity  Interest  of any class or classes  (however
designated)  which is preferred as to the payment of dividends or distributions,
or  as  to  the  distribution  of  assets  upon  any  voluntary  or  involuntary
liquidation or dissolution  of such person,  over Equity  Interests of any other
class of such Person.

     "Existing  Indentures" means the indentures relating to the Existing Notes.

     "Existing  Notes" means the  Company's  10% Senior  Subordinated  Notes due
2003, the Company's 10% Senior Subordinated Notes due 2005, and the Company's 9%
Senior Subordinated Notes due 2007.

     "Film  Contract"  means  contracts  with suppliers that convey the right to
broadcast  specified films,  videotape motion  pictures,  syndicated  television
programs or sports or other programming.

     "Founders'  Notes"  means the term notes, dated September 30, 1990, made by
the  Company  to  Julian S.  Smith  and  to Carolyn C. Smith pursuant to a stock
redemption  agreement,  dated  June 19,  1990, among the Company, certain of its
Subsidiaries,  Julian S.  Smith,  Carolyn C. Smith, David D. Smith, Frederick G.
Smith, J. Duncan Smith and Robert E. Smith.

     "Guaranteed  Debt"  of  any  Persons  means,   without   duplication,   all
Indebtedness  of any other person  referred to in the definition of Indebtedness
contained in this section  guaranteed  directly or  indirectly  in any manner by
such  Person,  or in effect  guaranteed  directly or  indirectly  by such Person
through an agreement (i) to pay or purchase such  Indebtedness  or to advance or
supply funds for the payment or purchase of such Indebtedness, (ii) to purchase,
sell or lease (as lessee or lessor)  property,  or to purchase or sell services,
primarily  for the  purpose  of  enabling  the  debtor to make  payment  of such
Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to
supply funds to, or in any other  manner  invest in, the debtor  (including  any
agreement to pay for property or services  without  requiring that such property
be received or such services be rendered),  (iv) to maintain  working capital or
equity capital of the debtor,  or otherwise to maintain the net worth,  solvency
or other financial condition of the debtor or (v) otherwise to assure a creditor
against loss; provided that the term "guarantee" shall not include  endorsements
for collection or deposit, in either case in the ordinary course of business.

     "Indebtedness" means, with respect to any Person, without duplication,  (i)
all indebtedness of such Person for borrowed money or for the deferred  purchase
price of property or services,  excluding  any trade  payables and other accrued
current liabilities arising in the ordinary course of business, but includ-



                                      S-90




ing,  without  limitation,  all  obligations,  contingent or otherwise,  of such
Person in  connection  with any letters of credit  issued under letter of credit
facilities,  acceptance facilities or other similar facilities and in connection
with any agreement to purchase,  redeem, exchange,  convert or otherwise acquire
for value any  Equity  Interests  of such  Person,  or any  warrants,  rights or
options to acquire such Equity Interests, now or hereafter outstanding, (ii) all
obligations  of such  Person  evidenced  by bonds,  notes,  debentures  or other
similar  instruments,  (iii)  all  indebtedness  created  or  arising  under any
conditional  sale or other title  retention  agreement  with respect to property
acquired by such Person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property),  but excluding trade payables  arising in the ordinary course
of business, (iv) all obligations under Interest Rate Agreements of such Person,
(v) all capital lease obligations of such Person, (vi) all Indebtedness referred
to in clauses (i) through (v) above of other  Persons and all dividends of other
Persons,  the  payment  of which is  secured by (or for which the holder of such
Indebtedness has an existing right,  contingent or otherwise,  to be secured by)
any lien,  upon or with  respect to  property  (including,  without  limitation,
accounts and contract rights) owned by such Person,  even though such Person has
not  assumed or become  liable for the payment of such  Indebtedness,  (vii) all
Guaranteed Debt of such Person,  (viii) all Disqualified Equity Interests valued
at the greater of their voluntary or involuntary  maximum fixed repurchase price
plus  accrued  and  unpaid  dividends,  and  (ix)  any  amendment,   supplement,
modification,  deferral,  renewal,  extension,  refunding or  refinancing of any
liability  of the  types  referred  to in  clauses  (i)  through  (viii)  above;
provided,  however, that the term Indebtedness shall not include any obligations
of the Company and its Subsidiaries  with respect to Film Contracts entered into
in the ordinary course of business.

     "Interest Rate  Agreements"  means one or more of the following  agreements
which  shall  be  entered  into  from  time to  time  by one or  more  financial
institutions:   interest  rate   protection   agreements   (including,   without
limitation,  interest rate swaps, caps, floors,  collars and similar agreements)
and any obligations in respect of any Hedging Agreement,  as defined in the Bank
Credit Agreement.

     "Maturity,"  when used with  respect to any Exchange  Debenture,  means the
date on which the principal of such Exchange  Debenture  becomes due and payable
as provided in the Exchange  Debenture or as provided in the Exchange  Debenture
Indenture,  whether at stated  Maturity,  the offer date, or the redemption date
and whether by declaration of acceleration, offer in respect of excess proceeds,
Change of Control, call for redemption or otherwise.

     "Person"  means  any  individual,  corporate,  limited  liability  company,
partnership,   joint   venture,   association,   joint-stock   company,   trust,
unincorporated   organization   or   government   or  any  agency  or  political
subdivisions thereof.

     "Restricted  Subsidiary"  means a  Subsidiary  subject to the  covenants or
events of default  under the  agreements  governing  other  indebtedness  of the
Company.

     "Senior  Subordinated  Indebtedness" means the Existing Notes and all other
Indebtedness ranking pari passu in right of payment with the Existing Notes.

     "Senior Debt" is defined as the principal of, premium, if any, and interest
(including  interest  accruing  after the  filing of a petition  initiating  any
proceeding under any state,  federal or foreign  bankruptcy law, whether or note
allowable  as a claim in such  proceeding)  on any  Indebtedness  of the Company
(other than as otherwise  provided in this definition),  whether  outstanding on
the date of the Exchange Debenture Indenture or thereafter created,  incurred or
assumed, and whether at any time owing,  actually or contingent,  unless, in the
case of any particular  Indebtedness,  the instrument creating or evidencing the
same or pursuant to which the same is outstanding  expressly  provides that such
Indebtedness shall not be senior in right of payment to the Exchange Debentures.
Without  limiting the generality of the  foregoing,  "Senior Debt" shall include
(i) the principal of, premium, if any, and interest (including interest accruing
after the  filing of a  petition  initiating  any  proceeding  under any  state,
federal or foreign  bankruptcy law,  whether or not allowable as a claim in such
proceeding)  and all other  obligations of every nature of the Company from time
to time owed to the lenders (or their  agent)  under the Bank Credit  Agreement;
provided,  however,  that any Indebtedness  under any refinancing,  refunding or
replacement of the Bank Credit Agreement shall not constitute Senior Debt to the
extent that the Indebt-



                                      S-91



edness thereunder is by its express terms subordinate to any other  Indebtedness
of the Company,  (ii) Indebtedness  outstanding under the Founders' Notes, (iii)
existing and future  Senior  Subordinated  Indebtedness  of the Company and (iv)
Indebtedness  under  Interest Rate  Agreements.  Notwithstanding  the foregoing,
"Senior  Debt" shall not  include (i)  Indebtedness  evidenced  by the  Exchange
Debentures,  (ii)  Indebtedness  which when incurred and without  respect to any
election  under  Section  1111(b)  of Title 11 United  States  Code,  is without
recourse to the Company, (iii) Indebtedness which is represented by Disqualified
Equity Interests, (iv) any liability for foreign, federal, state, local or other
taxes  owed or owing by the  Company,  (v)  Indebtedness  of the  Company to the
extent such  liability  constitutes  Indebtedness  to a subsidiary  or any other
affiliate  of the  Company  or any of such  affiliate's  subsidiaries,  and (vi)
Indebtedness owed by the Company for compensation to employees or for services.

     "Subsidiary"  means any Person a majority  of the equity  ownership  or the
voting  stock of which is at the time  owned,  directly  or  indirectly,  by the
Company or by one or more other Subsidiaries,  or by the Company and one or more
other Subsidiaries.

     "Voting  Stock"  means stock of the class or classes  pursuant to which the
holders  thereof have the general voting power under ordinary  circumstances  to
elect at least a majority of the board of  directors,  managers or trustees of a
corporation (irrespective of whether or not at the time stock of any other class
or classes  shall have or might have voting power by reason of the  happening of
any contingency).

                                      S-92




                    DESCRIPTION OF INDEBTEDNESS OF SINCLAIR

BANK CREDIT AGREEMENT

     On May  20,  1997,  the  Company  amended  and  restated  the  Bank  Credit
Agreement.  The terms of the Bank Credit  Agreement  as amended and restated are
summarized  below.  The  summary set forth below does not purport to be complete
and is qualified in its  entirety by  reference  to the  provisions  of the Bank
Credit Agreement.  A copy of the Bank Credit Agreement is available upon request
from the Company. In addition,  not all indebtedness of the Company is described
below, only that incurred in connection with the Existing Notes and indebtedness
that has been incurred  since May 20, 1997. The terms of other  indebtedness  of
the Company  are set forth in other  documents  previously  filed by the Company
with the Commission. See "Available Information."

     The Company entered into the Bank Credit Agreement with the Banks. The Bank
Credit  Agreement  is comprised of two  components,  consisting  of (i) the $400
million  Revolving  Credit  Facility  and (ii) the $600  million  Term Loan.  An
additional  term loan in the amount of $400  million is available to the Company
under the Bank Credit Agreement.  The Company has borrowed no funds with respect
to this additional term loan. Beginning March 31, 2000, the commitment under the
Revolving  Credit Facility is subject to mandatory  quarterly  reductions to the
following  percentages of the initial amount: 90% at December 31, 2000, 69.2% at
December 31, 2001, 48.4% at December 31, 2002, 27.5% at December 31, 2003 and 0%
at December 31,  2004.  The Term Loan is required to be repaid by the Company in
equal quarterly  installments beginning on September 30, 1997 with the quarterly
payment  escalating  annually  through the final  maturity  date of December 31,
2004.

     The  Company  is  entitled  to prepay  the  outstanding  amounts  under the
Revolving  Credit  Facility  and the Term Loan  subject  to  certain  prepayment
conditions  and  certain  notice  provisions  at any time and from time to time.
Partial  prepayments  of the  Term  Loan are  applied  in the  inverse  order of
maturity to the  outstanding  loans on a pro rata basis.  Prepaid amounts of the
Term Loan may not be reborrowed.  In addition, the Company is required to pay an
amount equal to (i) 100% of the net proceeds from the sale of assets (other than
in the ordinary  course of business)  not used within 270 days,  (ii)  insurance
recoveries and condemnation proceeds not used for permitted uses within 270 days
(iii) 80% of net Equity Issuance (as defined in the Bank Credit Agreement),  net
of prior  approved  uses and certain other  exclusions  not used within 270 days
unless the Company has a contract to reinvest the proceeds within 90 days of the
270 days,  and (iv) 50% of  Excess  Cash  Flow so long as Total  Debt/  Adjusted
EBITDA (each as defined in the Bank Credit  Agreement)  is greater than or equal
to 5.0x, to the Banks for application first to prepay the Term Loan, pro rata in
inverse  order of maturity,  and then to prepay  outstanding  amounts  under the
Revolving Credit Facility with a corresponding reduction in commitment.

     In addition to the Revolving  Credit Facility and the Term Loans,  the Bank
Credit Agreement provides that the Banks may, but are not obligated to, loan the
Company up to an additional $400 million at any time prior to September 29, 1998
(the  "Incremental  Facility").  This additional loan, if agreed to by the Agent
and a majority of the Banks,  would be in the form of a senior  secured  standby
multiple draw term loan. The Incremental Facility would be available to fund the
acquisition  of WSYX and certain  other  acquisitions  and would be repayable in
equal quarterly  installments  beginning  September 30, 1998, with the quarterly
payment  escalating  annually  through the final  maturity  date of December 30,
2004.

     The Company's  obligations under the Bank Credit Agreement are secured by a
pledge of substantially all of the Company's assets,  including the stock of all
of the Company's  subsidiaries  other than KDSM, Inc., KDSM Licensee,  Inc., the
Trust and Cresap  Enterprises,  Inc. The subsidiaries of the Company (other than
KDSM, Inc., KDSM Licensee, Inc., Cresap Enterprises, Inc. and the Trust) as well
as  Gerstell  Development   Corporation,   Keyser  Investment  Group,  Inc.  and
Cunningham Communications (each a "Stockholder Affiliate"),  have guaranteed the
obligations of the Company. In addition,  all subsidiaries of the Company (other
than Cresap  Enterprises,  Inc., KDSM, Inc., KDSM Licensee,  Inc. and the Trust)
have pledged,  to the extent  permitted by law, all of their assets to the Banks
and  Gerstell  Development  Corporation,   Keyser  Investment  Group,  Inc.  and
Cunningham Communications have pledged certain real property to the Banks.



                                      S-93




     The Company has caused the FCC license for each television  station (to the
extent such license has been  transferred  or acquired) or the option to acquire
such licenses to be held in a  single-purpose  entity  utilized  solely for such
purpose (the "TV License  Subsidiaries")  with the  exception of the options for
WTTV  and  WTTK in the  Indianapolis  DMA,  both of  which  are held by a single
entity.  The TV License  Subsidiaries are in all instances owned by wholly-owned
indirect subsidiaries of the Company.  Additionally,  the Company has caused the
FCC  licenses of the radio  stations in each local market to be held by a single
purpose   entity   utilized   solely  for  that  purpose  (the  "Radio   License
Subsidiaries").  The Radio License  Subsidiaries  are in all instances  owned by
wholly-owned indirect subsidiaries of the Company.

     Interest on amounts drawn under the Bank Credit Agreement is, at the option
of Company, equal to (i) the London Interbank Offered Rate plus a margin of .50%
to 1.875% for the Revolving Credit Facility and 2.75% for the Term Loan, or (ii)
the Base Rate,  which equals the higher of the Federal Funds Rate plus 1/2 of 1%
or the  Prime  Rate of Chase,  plus a margin of zero to .625% for the  Revolving
Credit  Facility and the Term Loan.  The Company  must  maintain  interest  rate
hedging  arrangements or instruments for at least 60% of the principal amount of
the facilities until May 20, 1999.

     The Bank Credit Agreement contains a number of covenants which restrict the
operations  of the Company and its  subsidiaries,  including the ability to: (i)
merge, consolidate,  acquire or sell assets; (ii) create additional indebtedness
or liens;  (iii) pay dividends on the Parent Preferred;  (iv) enter into certain
arrangements  with or investments in affiliates;  and (v) change the business or
ownership of the Company.  The Company and its  subsidiaries are also prohibited
under the Bank  Credit  Agreement  from  incurring  obligations  relating to the
acquisition  of  programming  if,  as a  result  of such  acquisition,  the cash
payments  on such  programming  exceed  specified  amounts set forth in the Bank
Credit Agreement.

     In addition, the Company must comply with certain other financial covenants
in the Bank Credit Agreement which include:  (i) Fixed Charges Ratio (as defined
in the Bank  Credit  Agreement)  of no less  than  1.05 to 1 at any  time;  (ii)
Interest  Coverage  Ratio (as defined in the Bank Credit  Agreement)  of no less
than 1.8 to 1 from the Restatement Effective Date (as defined in the Bank Credit
Agreement)  to December  30, 1998 and  increasing  each fiscal year to 2.20 to 1
from December 31, 2000 and thereafter; and (iii) a Senior Indebtedness Ratio (as
defined  in the  Bank  Credit  Agreement)  of no  greater  than  5.0x  from  the
Restatement  Effective  Date  declining  to 4.0x by December 31, 2001 and at all
times  thereafter  and (iv) a Total  Indebtedness  Ratio (as defined in the Bank
Credit  Agreement) of no greater than 6.75 to 1 from the  Restatement  Effective
Date declining to 4.00 to 1 by December 31, 2001 and at all times thereafter.

     The  Events of  Default  under the Bank  Credit  Agreement  include,  among
others:  (i) the failure to pay  principal,  interest or other amounts when due;
(ii) the making of untrue  representations and warranties in connection with the
Bank Credit Agreement; (iii) a default by the Company or the subsidiaries in the
performance  of its  obligations  under the Bank  Credit  Agreement  or  certain
related security documents; (iv) certain events of insolvency or bankruptcy, (v)
the   rendering  of  certain  money   judgments   against  the  Company  or  its
subsidiaries;  (vi) the  incurrence  of certain  liabilities  to  certain  plans
governed by the Employee  Retirement Income Security Act of 1974; (vii) a change
of control or ownership of the Company or its subsidiaries;  (viii) the security
documents being terminated and ceasing to be in full force and effect;  (ix) any
broadcast  license  (other  than  a  non-material   license)  being  terminated,
forfeited or revoked or failing to be renewed for any reason  whatsoever  or for
any  reason a  subsidiary  shall at any time  cease to be a  licensee  under any
broadcast license (other than a non-material  broadcast license); (x) any LMA or
options to acquire  License Assets being  terminated for any reason  whatsoever;
(xi) any amendment, modification,  supplement or waiver of the provisions of the
Indenture without the prior written consent of the majority lenders; and (xii) a
payment default on any other indebtedness of the Company if the principal amount
of such indebtedness exceeds $5 million.


DESCRIPTION OF EXISTING NOTES UNDER EXISTING INDENTURES

     The Existing Notes were issued under  Indentures  dated December 9, 1993 as
amended,  modified or supplemented  from time to time (the "1993 Indenture") and
August 28, 1995 (the "1995 Indenture" and July 2, 1997 (the "1997 Indenture" and
as amended, modified, or supplemented from time to time



                                      S-94



together  with  the  1993  Indenture  and  the  1995  Indenture,  the  "Existing
Indentures").  Pursuant to the terms of the  Existing  Indentures,  the Existing
Notes are guaranteed,  jointly and severally, on a senior subordinated unsecured
basis by all of the Subsidiaries,  except Cresap Enterprises,  Inc., KDSM, Inc.,
KDSM Licensee, Inc. and the Trust.

     The 1993 Notes  mature on  December  15,  2003,  the 1995  Notes  mature on
September 30, 2005 and the 1997 Notes mature on July 15, 2007, and are unsecured
senior subordinated  obligations of the Company.  The 1993 Indenture limited the
aggregate  principal  amount  of the 1993  Notes  to  $200.0  million,  the 1995
Indenture  limited the  aggregate  principal  amount of the 1995 Notes to $300.0
million and the 1997  Indenture  limited the aggregate  principal  amount of the
1997 Notes to $200.0  million.  The 1993 Notes bear  interest at the rate of 10%
per annum  payable  semi-annually  on June 15 and December 15 of each year,  the
1995 Notes bear  interest at a rate of 10% per annum  payable  semi-annually  on
September  30 and March 30 of each year and the 1997  Notes bear  interest  at a
rate of 9% per annum  payable  semi-annually  on  January 15 and July 15 of each
year.

     The Company  issued  $200.0  million of the 1993 Notes on December 9, 1993.
$100.0 million of these Notes were subsequently redeemed by the Company in March
1994 with  proceeds  from the sale of the original 1993 Notes that had been held
in escrow pending their expected use in connection with certain  acquisitions of
the Company that were instead  financed  through  drawings under the Bank Credit
Agreement.  As of the date  hereof,  $100.0  million  of the 1993  Notes  remain
outstanding.  The Company  issued $300.0 million of the 1995 Notes on August 28,
1995. As of the date hereof, $300.0 million of the 1995 Notes remain outstanding
and $200.0 million of the 1997 Notes remain outstanding.

     The 1993 Notes are  redeemable in whole or in part prior to maturity at the
option of the Company on or after December 15, 1998 at certain redemption prices
specified in the 1993  Indenture.  The 1995 Notes are  redeemable in whole or in
part prior to maturity at the option of the  Company on or after  September  30,
2000 at certain  redemption  prices  specified in the 1995  Indenture.  The 1997
Notes are  redeemable in whole or in part prior to maturity at the option of the
Company on or after July 15, 2002 at certain  redemption prices specified in the
1997 Indenture.

     The Existing  Notes are general  unsecured  obligations  of the Company and
subordinated in right of payment to all Senior  Indebtedness  (as defined in the
Existing  Indentures),  including all indebtedness of the Company under the Bank
Credit Agreement.

     Upon a change of control  (as  defined in the  Existing  Indentures),  each
holder of the  Existing  Notes  will have the right to  require  the  Company to
repurchase  such  holder's  Existing  Notes  at a  price  equal  to  101% of the
principal amount plus accrued interest through the date of repurchase.  A Change
of  Control  will also  result  in an event of  default  under  the Bank  Credit
Agreement and could result in an acceleration of the indebtedness under the Bank
Credit  Agreement.  See  "Description of Indebtedness of Sinclair -- Bank Credit
Agreement."  In addition,  the Company will be obligated to offer to  repurchase
Existing Notes at 100% of their principal  amount plus accrued  interest through
the date of repurchase in the event of certain asset sales.

     The Existing  Indentures include covenants that impose certain  limitations
on the ability of the Company and its Subsidiaries to, among other things, incur
additional  indebtedness,  pay  dividends,  or  make  certain  other  restricted
payments,  consummate certain asset sales, enter into certain  transactions with
affiliates,  incur  indebtedness  that is subordinate in right to the payment of
any senior  debt and senior in right of payment  to the  Existing  Notes,  incur
liens,  impose restrictions on the ability of the subsidiary to pay dividends or
make any payments to the Company,  or merge or consolidate with any other person
or sell,  assign,  transfer,  lease,  convey,  or  otherwise  dispose  of all or
substantially  all  of  the  assets  of  the  Company.   See  "Risk  Factors  --
Restrictions Imposed by Terms of Indebtedness" in the accompanying Prospectus.



                                      S-95



                   CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

     The  following   summary   describes  the  material   federal   income  tax
consequences of the purchase, ownership, conversion, redemption, and disposition
of the Convertible  Exchangeable  Preferred  Stock and the Exchange  Debentures.
This summary is based upon the provisions of the Internal  Revenue Code of 1986,
as  amended  (the  "Code"),  the  final,   temporary  and  proposed  regulations
promulgated  thereunder and administrative rulings and judicial decisions now in
effect,  all of which are subject to change (possibly with retroactive  effect).
This summary  addresses only the tax  consequences  of the purchase,  ownership,
conversion, redemption and disposition of the Convertible Exchangeable Preferred
Stock and the  Exchange  Debentures  by a person  who is (i) for  United  States
federal  income  tax  purposes  a  citizen  or  resident  of the  United  States
(including  certain  former  citizens and former  long-term  residents),  (ii) a
corporation,  partnership  or other entity  created or organized in or under the
laws of the United States or of any political  subdivision  thereof (except,  to
the extent, in the case of a partnership,  the partnership is treated as foreign
under  regulations),  (iii) an estate  the  income of which is subject to United
States  federal  income  taxation  regardless of its source or (iv) a trust with
respect to the  administration of which a court within the United States is able
to exercise primary  supervision and one or more United States  fiduciaries have
the authority to control all  substantial  decisions of the trust.  This summary
does not purport to deal with all aspects of federal income taxation that may be
relevant to an  investor's  decision to purchase  the  Convertible  Exchangeable
Preferred  Stock,  such as  foreign,  state and  local,  or estate  and gift tax
consequences,  and it is not  intended to be  applicable  to all  categories  of
investors, some of which, such as dealers in securities, financial institutions,
insurance  companies,  tax-exempt  organizations  and  foreign  persons,  may be
subject to special rules.

     In  addition,  the  summary is (i) limited to initial  purchasers  who will
acquire the  Convertible  Exchangeable  Preferred Stock pursuant to the Offering
made by this  Prospectus  Supplement  and any  Exchange  Debentures  received in
exchange therefor, and (ii) assumes that the Convertible  Exchangeable Preferred
Stock  and  Exchange  Debentures  will  be held as  capital  assets  (generally,
property  held for  investment  within the meaning of Section 1221 of the Code).
Holders  should note that there can be no assurance  that the  Internal  Revenue
Service  ("IRS") will take a similar  view with respect to the tax  consequences
described  below and that no ruling has been or will be requested by the Company
from  the  IRS on any  tax  matters  relating  to the  Convertible  Exchangeable
Preferred Stock or Exchange  Debentures.  ALL PROSPECTIVE HOLDERS OF CONVERTIBLE
EXCHANGEABLE PREFERRED STOCK OR EXCHANGE DEBENTURES ARE ADVISED TO CONSULT THEIR
OWN  TAX  ADVISORS  REGARDING  THE  FEDERAL,   STATE,  LOCAL,  AND  FOREIGN  TAX
CONSEQUENCES OF THE PURCHASE, OWNERSHIP, CONVERSION, REDEMPTION, AND DISPOSITION
OF CONVERTIBLE EXCHANGEABLE PREFERRED STOCK OR EXCHANGE DEBENTURES.


DIVIDENDS AND OTHER DISTRIBUTIONS


     Distributions  on the  Convertible  Exchangeable  Preferred  Stock  will be
taxable as ordinary income to the extent of the Company's current or accumulated
earnings  and  profits,  as  determined  for federal  income tax  purposes.  Any
distribution  in excess of current or  accumulated  earnings and profits will be
treated first as a nontaxable  return of capital reducing the holder's tax basis
in the Convertible  Exchangeable  Preferred Stock. Any distribution in excess of
the  holder's  basis in the  Convertible  Exchangeable  Preferred  Stock will be
treated as a capital gain.

     Dividends  received  by  corporate  holders  of  Convertible   Exchangeable
Preferred  Stock will qualify for the 70%  dividends  received  deduction  under
Section 243 of the Code if the holding  period and other  requirements  for such
deduction  are met,  subject to the  limitations  in Section 246 and 246A of the
Code  (although the benefits of the  deductions  may be reduced or eliminated by
the corporate alternative minimum tax). Under Section 246(c) of the Code the 70%
dividends  received  deduction is  disallowed  for any dividend  with respect to
stock (i) that is held for 45 days or less during the 90 day period beginning 45
days before the ex-dividend  date (or held 90 days or less in the 180 day period
beginning 90 days before the ex-dividend date in the case of a dividend on stock
having  preference in dividends  which are  attributable  to a period or periods
aggregating more than 366 days), or (ii) if the taxpayer is under



                                      S-96



an   obligation   to  make  related   payments  with  respect  to  positions  in
substantially  similar or related property.  In addition,  a taxpayer's  holding
period for these  purposes is suspended  during any period in which the taxpayer
has an option to sell, is under a contractual  obligation to sell, has made (and
not  closed) a short  sale of, or has  granted  an option to buy,  substantially
identical  stock or  securities,  or holds one or more positions with respect to
substantially  similar or related  property  that diminish the risk of loss from
holding  the stock.  Finally,  under  Section  246A of the Code,  the  dividends
received  deduction may be reduced or eliminated if a corporate  holder's shares
of Convertible Exchangeable Preferred Stock are debt financed.

     Section  1059 of the Code  requires a  corporate  holder of stock to reduce
(but not below  zero) its basis in the stock by the  "nontaxed  portion"  of any
"extraordinary  dividend" if the holder has not held the stock subject to a risk
of loss for more than 2 years before the date of the announcement,  declaration,
or agreement (whichever is earliest) with respect to the extraordinary  dividend
or if the  distribution  occurs in the  context of a  redemption,  as  discussed
below.

     A holder will  recognize  gain in the year the  dividend is received to the
extent the nontaxed portion of any  extraordinary  dividend exceeds the holder's
adjusted  tax basis for the  stock.  Generally,  the  "nontaxed  portion"  of an
extraordinary  dividend is the amount  excluded from income under Section 243 of
the Code (relating to the dividends  received  deduction  described  above).  An
"extraordinary  dividend"  is a  dividend  that (i)  equals or exceeds 5% of the
holder's  adjusted  tax  basis in the stock  (reduced  for this  purpose  by the
nontaxed portion of any prior  extraordinary  dividend),  treating all dividends
having  ex-dividend  dates  within an 85-day  period  as one  dividend,  or (ii)
exceeds  20% of the  holder's  adjusted  tax basis in the  stock,  treating  all
dividends  having  ex-dividend  dates within a 365-day  period as one  dividend,
provided, however, that in either case the fair market value of the stock (as of
the day before the  ex-dividend  date) may be substituted for stock basis if the
fair  market  value  of the  stock  can be  established  by  the  holder  to the
satisfaction of the IRS.

     An  extraordinary  dividend  would also  include  any  amount  treated as a
dividend in the case of a  redemption  (including  an  exchange  of  Convertible
Exchangeable  Preferred  Stock for Exchange  Debentures)  that is either non-pro
rata as to all stockholders or in partial liquidation of the Company, regardless
of the relative size of the dividend and  regardless  of the corporate  holder's
holding period for the Convertible  Exchangeable  Preferred  Stock. In addition,
"extraordinary  dividend"  treatment  will result  without  regard to the period
stock is held if a  redemption  is treated  as a  dividend  by reason of options
being taken into  account  under  Section  318(a)(4) of the Code.  Thus,  if, as
discussed  below, the exchange of Convertible  Exchangeable  Preferred Stock for
Exchange  Debentures  is  treated as a  dividend,  any such  dividend  may be an
extraordinary dividend to corporate holders.

     Special rules overriding the general application of Code Section 1059 apply
with respect to "qualified preferred  dividends," which are defined as any fixed
dividends paid on stock that provide for a fixed  preferred  dividend to be paid
not less  frequently  than  annually,  provided that no such  dividends  were in
arrears at the time the holder acquired the stock.  Where a qualified  preferred
dividend  exceeds the 5% or 20% limitations  described above, it will be treated
as an extraordinary  dividend only if (i) the actual rate of return on the stock
for the  period  the stock has been held by the holder  receiving  the  dividend
exceeds  15%,  or (ii) such rate of return  does not  exceed  15% and the holder
disposes of such stock before  holding it, subject to risk of loss, for 5 years.
In the latter case, however, the amount treated as an extraordinary  dividend is
generally  limited to the excess of the  actual  rate of return  over the stated
rate of return. For purposes of determining the actual or stated rate of return,
a holder should  compare the actual or stated annual  dividends to the lesser of
(a) the  holder's  adjusted  tax basis  for the  stock,  or (b) the  liquidation
preference  of the stock.  The length of time that a taxpayer  is deemed to have
held  stock  for  purposes  of  Section  1059 of the  Code is  determined  under
principles  similar to those contained in Section 246(c) of the Code,  described
above.


REDEMPTION PREMIUM


     Under Section 305(c) of the Code and applicable  Treasury  Regulations,  if
the Convertible  Exchangeable  Preferred  Stock is redeemable at a premium,  the
entire  premium  may be taxable  as a  constructive  distribution  to the holder
(treated as a dividend, a non-taxable return of capital, or capital



                                      S-97



gain pursuant to the rules  summarized  above under the caption  "Dividends  and
Other  Distributions").  Holders would be required to recognize such  redemption
premium  before  payment is actually  received  under a constant  interest  rate
method similar to that described below for accruing original issue discount.

     The Company does not intend to treat the Convertible Exchangeable Preferred
Stock as having such a redemption premium reportable under the constant interest
rate method because the Company believes that there are no plans,  arrangements,
or agreements that effectively require or are intended to compel it to redeem or
exchange the Convertible  Exchangeable Preferred Stock. Were the IRS to disagree
with  the  Company's  conclusion,  holders  could  be  required  to  report  any
redemption premium as described above. Moreover,  holders who are related to the
Company  within the meaning of  Treasury  regulations  under  Section 305 may be
subject to different rules.


SALE, REDEMPTION, OR EXCHANGE OF CONVERTIBLE EXCHANGEABLE PREFERRED STOCK


Sale


     On the sale of shares of Convertible  Exchangeable Preferred Stock, gain or
loss will be  recognized  by the  holder in an  amount  equal to the  difference
between (i) the amount of cash and fair market value of any property received on
such sale (less any portion thereof attributable to accumulated and declared but
unpaid  dividends,  which will be  taxable  as a  dividend  to the extent of the
Company's  current or accumulated  earnings and profits),  and (ii) the holder's
adjusted tax basis in the Convertible Exchangeable Preferred Stock. Such gain or
loss will be  capital  gain or loss if the  shares of  Convertible  Exchangeable
Preferred Stock are held as capital  assets.  For certain  noncorporate  holders
(including individuals),  the rate of taxation of capital gains will depend upon
(i) the holder's holding period for the Convertible Exchangeable Preferred Stock
(with the lowest rate  available  only for  Convertible  Exchangeable  Preferred
Stock  held more than 18 months)  and (ii) the  holder's  marginal  tax rate for
ordinary  income.  Holders of Convertible  Exchangeable  Preferred  Stock should
consult their tax advisors with respect to applicable rates and holding periods,
and netting rules for capital losses.


Redemption


     A redemption of shares of Convertible  Exchangeable Preferred Stock will be
treated  under  Section  302 of the Code as a  distribution  that is  taxable at
ordinary  income tax rates as a dividend,  a non-taxable  return of capital,  or
capital  gain,  pursuant  to  the  rules  summarized  above  under  the  caption
"Dividends  and Other  Distributions"  unless the redemption  satisfies  certain
tests set forth in Section 302(b) of the Code, in which case the redemption will
be treated  as a sale or  exchange  of the  Convertible  Exchangeable  Preferred
Stock, the tax treatment of which is described in the preceding  paragraph.  The
redemption will have satisfied such tests under Section 302(b) of the Code if it
(i) is "substantially disproportionate" with respect to the holder, (ii) results
in a "complete  termination"  of the holder's stock interest in the company,  or
(iii) is "not essentially  equivalent to a dividend" with respect to the holder.
A distribution to a holder is "not  essentially  equivalent to a dividend" if it
results in a "meaningful  reduction" in such holder's  proportionate interest in
the Company.  If, as a result of the redemption of the Convertible  Exchangeable
Preferred  Stock,  a holder,  whose  relative  stock  interest in the Company is
minimal and who  exercises  no control over  corporate  affairs,  experiences  a
reduction  in his  proportionate  interest in the Company  (taking  into account
shares deemed owned by the holder under Sections 302(c) and 318 of the Code and,
in certain events,  dispositions of stock which occur contemporaneously with the
redemption), then, based upon published IRS rulings, such holder may be regarded
as having  suffered a meaningful  reduction  in his interest in the Company.  In
determining  whether any of these tests has been met,  shares  considered  to be
owned by the holder by reason of certain constructive  ownership rules set forth
in Sections 302(c) and 318 of the Code, as well as shares  actually owned,  must
generally be taken into account.  Because the determination as to whether any of
the  alternative  tests of  Section  302(b) of the Code will be  satisfied  with
respect to any particular  holder of Convertible  Exchangeable  Preferred  Stock
depends on the facts and circumstances at the time that the  determination  must
be made,  prospective investors are advised to consult their own tax advisors to
determine such tax treatment.



                                      S-98




     If a redemption of the Convertible  Exchangeable Preferred Stock is treated
as a distribution that is taxable as a dividend,  the amount of the distribution
will be  measured  by the amount of cash and the fair  market  value of property
received  by the  holder  without  any  offset  for the  holder's  basis  in the
Convertible Exchangeable Preferred Stock. The holder's adjusted tax basis in the
redeemed Convertible  Exchangeable Preferred Stock will be transferred to any of
the holder's  remaining stock holdings in the Company.  If, however,  the holder
has no remaining stock holdings in the Company, such basis could be lost.

     Any  redemption of the  Convertible  Exchangeable  Preferred  Stock that is
treated as a dividend and that is non-pro rata as to all stockholders, including
holders of Class A Common Stock, will be subject to the "extraordinary dividend"
provisions of Code Section 1059 discussed above under the caption "Dividends and
Other Distributions."


Exchange of Convertible Exchangeable Preferred Stock for Exchange Debentures

     An  exchange  of  Convertible  Exchangeable  Preferred  Stock for  Exchange
Debentures  will be a taxable  event for federal  income tax  purposes.  For the
reasons set forth below, it is unclear  whether,  standing  alone,  the exchange
would be treated as a sale or exchange of the Convertible Exchangeable Preferred
Stock or would be taxable as a  dividend.  This is so because an exchange of the
Convertible  Exchangeable  Preferred  Stock will be subject to the same  general
rules as a redemption for cash or property.  However, since a holder of Exchange
Debentures will be treated under the constructive ownership rules of the Code as
owning  the  Class A  Common  Stock  into  which  the  Exchange  Debentures  are
convertible,  in  applying  Section  302  of  the  Code,  a  redemption  of  the
Convertible  Exchangeable  Preferred Stock may not, standing alone,  satisfy the
"complete  termination" or the  "substantially  disproportionate"  tests of Code
Section 302(b), as described above. Such a redemption may, therefore, be taxable
as a dividend to the extent of the Company's current or accumulated earnings and
profits,  unless, based on all the facts and circumstances,  it satisfies either
the  "not  essentially  equivalent  to a  dividend"  test or  unless  any of the
foregoing  tests could  otherwise be satisfied.  Although the Company intends to
take the position that the redemption of the Convertible  Exchangeable Preferred
Stock for  Exchange  Debentures  is a sale or exchange  for  federal  income tax
purposes that is "not essentially equivalent to a dividend," no assurance can be
given that an exchange of Convertible  Exchangeable Preferred Stock for Exchange
Debentures  will be  treated  as a sale  or  exchange  for  federal  income  tax
purposes.  Based on  published  rulings,  a holder who does not desire  dividend
treatment  and who sells or otherwise  disposes of a portion of the  Convertible
Exchangeable  Preferred  Stock  or  Exchange  Debentures  to  unrelated  parties
substantially   contemporaneously   with  the   exchange   of  the   Convertible
Exchangeable Preferred Stock for Exchange Debentures may increase the likelihood
of satisfying  one or more of the foregoing  tests.  Prospective  holders should
consult their tax advisors as to whether dividend  treatment might apply to them
on  an  exchange  of  Convertible  Exchangeable  Preferred  Stock  for  Exchange
Debentures.

     If any of the  foregoing  tests under  Section 302 of the Code are met, the
exchange of shares of  Convertible  Exchangeable  Preferred  Stock for  Exchange
Debentures  will result in taxable gain or loss based on the difference  between
(i) the  issue  price of the  Exchange  Debentures  (less  any  portion  thereof
attributable  to accumulated  and declared but unpaid  dividends,  which will be
taxable as a  dividend  to the extent of the  Company's  current or  accumulated
earnings  and  profits)  and  (ii)  the  holder's  adjusted  tax  basis  in  the
Convertible  Exchangeable  Preferred  Stock  surrendered  in the  exchange.  The
determination  of the issue price of the Exchange  Debentures is discussed below
under the caption "Original Issue Discount."

     If an exchange of the Convertible Exchangeable Preferred Stock for Exchange
Debentures  is treated as a  distribution  that is  taxable as a  dividend,  the
amount of the  distribution  will be measured by the issue price of the Exchange
Debentures  received by the holder. Any amount so treated as a dividend will, in
most  circumstances,  be subject to the "extraordinary  dividend"  provisions of
Code Section 1059  applicable  to corporate  holders,  which is discussed  above
under the  caption  "Dividends  and Other  Distributions."  To the  extent  that
dividend  treatment results from the exchange,  a holder's adjusted tax basis in
the exchanged  Convertible  Exchangeable  Preferred Stock will be transferred to
such holder's  remaining stock holdings,  if any, in the Company.  If the holder
does not retain any stock  ownership in the Company,  such holder's basis may be
transferred to any shares owned by a related person or to any



                                      S-99




Exchange  Debentures  received in the exchange (although some uncertainty exists
with  respect  to the  holder's  ability  to apply  such  basis to the  Exchange
Debentures)  or the  holder  may lose  such  basis  entirely.  If such  basis is
transferred  to the  Exchange  Debentures  received,  it may have an  effect  on
subsequent calculations of original issue discount or bond premium.

STATED INTEREST ON EXCHANGE DEBENTURES

     The stated interest on the Exchange  Debentures will be taxable as ordinary
income when received by a holder  utilizing the cash receipts and  disbursements
method of tax  accounting  and when  accrued by a holder  utilizing  the accrual
method of tax  accounting,  unless  the  Exchange  Debentures  are  issued  with
original issue discount or premium, in which case the rules described below will
apply.


ORIGINAL ISSUE DISCOUNT


     An Exchange  Debenture  that is issued for an issue price that is less than
its stated  redemption  price at maturity  will  generally be considered to have
been issued with original  issue  discount for United States  federal income tax
purposes.  If the Exchange  Debentures are traded on an  established  securities
market within the meaning of Section  1273(b) of the Code,  the "issue price" of
an Exchange Debenture will equal its fair market value on the issue date. If the
Exchange  Debentures are not traded on an established market and the Convertible
Exchangeable  Preferred  Stock is traded on an  established  market,  the "issue
price"  of an  Exchange  Debenture  will  equal  the  fair  market  value of the
Convertible  Exchangeable  Preferred  Stock on the issue date. In the event that
neither the Convertible Exchangeable Preferred Stock nor the Exchange Debentures
are traded on an  established  securities  market,  and absent any  "potentially
abusive  situation,"  the issue price of the Exchange  Debentures  will be their
stated principal  amount,  or, in the event the Exchange  Debentures do not bear
"adequate stated interest" within the meaning of Section 1274 of the Code, their
"imputed  principal  amount" as determined  under Section 1274 of the Code using
the  applicable  federal rate ("AFR") in effect as of the date of the  exchange.
The "stated  redemption  price at maturity" of an Exchange  Debenture will equal
the sum of all  payments  required  under  the  Exchange  Debenture  other  than
payments of qualified stated  interest.  "Qualified  stated interest"  generally
means stated interest unconditionally payable as a series of payments in cash or
property  (other than debt  instruments of the Company) at least annually during
the entire term of the  Exchange  Debenture  at a single  fixed rate of interest
that  appropriately  takes  into  account  the  length of the  interval  between
payments.

     An  Exchange  Debenture  will  not be  considered  to have  original  issue
discount if the difference  between the Exchange  Debenture's  stated redemption
price at  maturity  and its issue price is less than a de minimis  amount,  i.e.
one-quarter of one percent of the stated redemption price at maturity multiplied
by the number of complete years to maturity. Holders of Exchange Debentures with
a de minimis  amount of original  issue  discount  will  generally  include such
original  issue  discount  in income,  as capital  gain,  on a pro rata basis as
principal payments are made on such Exchange Debentures.

     A holder of an Exchange  Debenture  with  original  issue  discount will be
required  to  include  qualified  stated  interest  payments  in  income as such
payments  are  received or accrued in  accordance  with the  holder's  method of
accounting for federal income tax purposes. A holder will be required to include
original issue discount in income for federal income tax purposes as it accrues,
regardless of accounting  method,  in  accordance  with a constant  yield method
based on a compounding of interest. As a consequence, holders may be required to
include  interest on Exchange  Debentures with original issue discount in income
before receiving the corresponding interest payments.

     If issued with original  issue  discount,  the Exchange  Debentures  may be
subject  to  the  provision  of  the  Code  dealing  with  high-yield   discount
obligations,  in which case a certain portion of the original issue discount may
be treated as a dividend  with respect to the stock of the Company and the rules
applicable  to  distributions  with  respect  to  the  Convertible  Exchangeable
Preferred Stock may apply.

PREMIUM

     If a holder's tax basis in an Exchange Debenture exceeds the amount payable
at maturity, Section 171 of the Code provides for an election whereby the excess
or premium,  to the extent not  attributable to the conversion  privilege of the
Exchange Debenture, can be offset against (and thereby reduce)


                                     S-100



taxable income attributable to interest received on the Exchange Debenture.  The
premium is amortized, as an offset to interest received, over the remaining term
of the Exchange  Debenture.  An election under Section 171 of the Code generally
is  binding  once made and  applies  to all  obligations  owned or  subsequently
acquired  by the  taxpayer.  In  addition,  if the  price  paid for an  Exchange
Debenture is in excess of the "adjusted  issue price" of the Exchange  Debenture
at the time of the  purchase,  but less  than the  Exchange  Debenture's  stated
redemption  price at  maturity,  the  regulations  allow the  holder to take the
"acquisition premium" into account thereby reducing the amount of original issue
discount otherwise required to be included in income.


MARKET DISCOUNT


     The market discount  provisions of Sections 1276-1278 of the Code generally
provide that, subject to a statutorily-defined de minimis exception, if a holder
of an  Exchange  Debenture  purchases  it at a market  discount  and  thereafter
recognizes gain on the disposition of the Exchange Debenture (including a gift),
the lesser of such gain (or appreciation,  in the case of a gift) or the portion
of the market  discount  that accrued  while the Exchange  Debenture was held by
such  holder  will be treated  as  ordinary  interest  income at the time of the
disposition.  For this  purpose,  a  purchase  at a market  discount  includes a
purchase of an Exchange  Debenture  with original issue discount at or after the
original issue at a price below the revised issue price. The revised issue price
equals the original  issue price of the Exchange  Debenture  plus the  aggregate
amount of original  issue  discount  includible  in income  with  respect to the
Exchange  Debenture  before the date of its purchase.  The market discount rules
also  provide  that a holder who  acquires  an  Exchange  Debenture  at a market
discount (and who does not elect to include such market  discount in income on a
current  basis) may be required to defer a portion of any  interest  incurred or
maintained to purchase or carry such debt  instrument  until the holder disposes
of the debt instrument in a taxable transaction.

     The Exchange  Debentures provide that they may be redeemed,  in whole or in
part, before maturity.  If some or all of the Exchange  Debentures are redeemed,
each  holder of an Exchange  Debenture  that was  acquired at a market  discount
would be required to treat the principal  payment as ordinary interest income to
the extent of any accrued market discount on such Exchange Debenture.

     A holder of an Exchange  Debenture may elect to have market discount accrue
on a constant  interest  rate basis or a straight  line basis.  In  addition,  a
holder of an  Exchange  Debenture  acquired  at a market  discount  may elect to
include the market discount in income as the discount thereon accrues, either on
a straight line basis or, if elected,  on a constant  interest  rate basis.  The
current  inclusion   election,   once  made,  applies  to  all  market  discount
obligations  acquired  by such  holder  on or after  the  first day of the first
taxable  year to which the election  applies and may not be revoked  without the
consent  of the IRS.  If a holder of an  Exchange  Debenture  elects to  include
market  discount  in income  in  accordance  with the  preceding  sentence,  the
foregoing  rules with respect to the recognition of ordinary income on a sale or
certain  other  disposition  of such  Exchange  Debenture  and the  deferral  of
interest  deduction on indebtedness  related to such Exchange Debenture will not
apply.


REDEMPTION OR SALE OF EXCHANGE DEBENTURES

     In general,  a holder of an Exchange  Debenture will recognize gain or loss
upon the sale, exchange, redemption or other taxable disposition of the Exchange
Debenture measured by the difference between (i) the amount of cash and the fair
market  value of property  received  (except to the extent  attributable  to the
payment of accrued  interest  not  previously  included  in income) and (ii) the
holder's  tax basis in the  Exchange  Debenture.  The tax  basis of an  Exchange
Debenture to a holder will generally  equal its cost, or in the case of a holder
who  received an Exchange  Debenture in exchange  for  Convertible  Exchangeable
Preferred Stock, the issue price of the Exchange  Debenture on the date of issue
(in either case  increased by any  original  issue  discount or market  discount
previously  included in income by the holder and  decreased by any cash payments
received,  other than payments constituting  qualified stated interest,  and any
amortizable  bond premium  deducted  over the term of the  Exchange  Debenture).
Subject to the market discount rules discussed above, any such gain or loss will
generally be capital gain or loss, the tax  consequences  of which are discussed
under the caption "Sale,  Redemption,  or Exchange of  Convertible  Exchangeable
Preferred Stock."



                                     S-101





CONVERSION  OF  CONVERTIBLE  EXCHANGEABLE PREFERRED STOCK OR EXCHANGE DEBENTURES
INTO CLASS A COMMON STOCK

     In  general,  no gain or loss will be  recognized  for  federal  income tax
purposes upon conversion of the Convertible  Exchangeable Preferred Stock or the
Exchange  Debentures  solely into shares of Class A Common  Stock.  However,  if
dividends on the Convertible Exchangeable Preferred Stock were in arrears at the
time of  conversion,  a portion of the Class A Common Stock received in exchange
for the Convertible  Exchangeable  Preferred Stock would be viewed under Section
305(c)  of  the  Code  as  a  distribution   with  respect  to  the  Convertible
Exchangeable Preferred Stock, taxable as a dividend at the time of the exchange.
Similarly, if interest on the Exchange Debentures were in arrears at the time of
conversion,  a portion of the Class A Common Stock  received in exchange for the
Exchange  Debentures would be taxable as ordinary interest income at the time of
the exchange.  In addition,  a holder will  recognize gain or loss on receipt of
cash in lieu of fractional  shares of Class A Common Stock in an amount equal to
the difference between the amount of cash received and the holder's tax basis in
such fractional shares.  Except to the extent of cash paid in lieu of fractional
shares of Class A Common Stock, the adjusted tax basis for the shares of Class A
Common Stock received upon conversion will be equal to the adjusted tax basis of
the  Convertible   Exchangeable  Preferred  Stock  or  the  Exchange  Debentures
converted,  and,  provided the Convertible  Exchangeable  Preferred Stock or the
Exchange Debentures are held as capital assets, the holding period of the shares
of Class A Common  Stock will  include  the  holding  period of the  Convertible
Exchangeable  Preferred Stock or the Exchange Debentures converted.  Any accrued
market  discount  not  previously  included  in  income  as of the  date  of the
conversion  of Exchange  Debentures  will carry over to the Class A Common Stock
received on conversion and gain realized upon the subsequent  disposition of the
Class A Common  Stock will be treated as  ordinary  income to the extent of such
market discount.


ADJUSTMENTS TO CONVERSION PRICE


     Adjustments  in  the  conversion   price  (or  the  failure  to  make  such
adjustments)  pursuant  to  the  anti-dilution  provisions  of  the  Convertible
Exchangeable Preferred Stock or the Exchange Debentures to reflect distributions
of cash or  property  to holders of Class A Common  Stock,  or  pursuant  to the
optional adjustment  provisions  permitted to be made by the Company, may result
in constructive  distributions to holders of Convertible  Exchangeable Preferred
Stock or Exchange Debentures that could be taxable to them as dividends pursuant
to Section 305 of the Code. If such a constructive distribution were to occur, a
holder of Convertible  Exchangeable Preferred Stock or Exchange Debentures could
be required to recognize  ordinary income for tax purposes  without  receiving a
corresponding distribution of cash.


BACKUP WITHHOLDING AND REPORTING REQUIREMENTS


     Information  reporting  to the  IRS is  required  for  dividends,  interest
payments and original issue discount accruals for certain  noncorporate  holders
(including  individuals).  These  noncorporate  holders may be subject to backup
withholding at a rate of 31 percent on payments of dividends, principal, premium
and interest (including original issue discount, if any) on, and the proceeds of
a sale, exchange, or redemption of, shares of Convertible Exchangeable Preferred
Stock or the  Exchange  Debentures.  Backup  withholding  will apply only if the
holder (i) fails to furnish its Taxpayer  Identification  Number  ("TIN") which,
for an  individual,  would be his Social  Security  Number,  (ii)  furnishes  an
incorrect  TIN,  (iii) is notified by the Internal  Revenue  Service that it has
failed to properly  report  payments of interest  and  dividends,  or (iv) under
certain  circumstances,  fails to certify, under penalty of perjury, that it has
furnished a correct TIN and has not been  notified by the IRS that it is subject
to backup withholding for failure to report interest and dividend payments.  The
application  for  exemption is available by providing a properly  completed  IRS
Form  W-9.   Holders   should  consult  their  tax  advisors   regarding   their
qualification  for  exemption  from backup  withholding  and the  procedure  for
obtaining such an exemption if applicable.

     The  Company  will  report  to  the  holders  of  Convertible  Exchangeable
Preferred Stock or Exchange Debentures and the IRS the amount of any "reportable
payments" and any amount withheld with respect to the  Convertible  Exchangeable
Preferred Stock or Exchange Debentures during each calendar year.



                                     S-102





SPECIAL TAX RULES APPLICABLE TO FOREIGN HOLDERS


General

     As used herein,  a "Non-U.S.  Holder" means any  individual or entity other
than a holder of Convertible  Exchangeable Preferred Stock that is (i) a citizen
or resident of the United States  (including  certain former citizens and former
residents),  (ii) a partnership,  corporation  (including an entity treated as a
corporation  or  partnership  for United States  federal income tax purposes) or
other entity  created or organized in the United States or under the laws of the
United States or of any political  subdivision organized thereof (other than any
partnership treated as foreign under federal  regulations),  (iii) an estate the
income of which is subject to United States federal income  taxation  regardless
of source,  or (iv) a trust with respect to the  administration of which a court
within the United States is able to exercise  primary  supervision and which has
one or more United  States  fiduciaries,  who have the  authority to control all
substantial decisions of the trust.

     An  individual  may,  subject  to  certain  exceptions,  be  deemed to be a
resident alien (as opposed to a  non-resident  alien) by virtue of being present
in the United  States at least 31 days in the calendar year and for an aggregate
of at least 183 days during a three-year  period ending in the current  calendar
year  (counting  for such  purposes all of the days present in the current year,
one-third of the days present in the  immediately  preceding year, and one-sixth
of the days present in the second preceding  year).  Resident aliens are subject
to United States federal tax as if they were United States citizens.


Dividends on Convertible Exchangeable Preferred Stock

     Subject to the discussion below, any dividends paid to a Non-U.S. Holder of
Convertible   Exchangeable   Preferred   Stock  generally  will  be  subject  to
withholding  tax at a 30%  rate or such  lower  rate as may be  specified  by an
applicable income tax treaty.

     Under  present  law,  for  purposes  of  determining  whether  tax is to be
withheld at a 30% rate or a reduced  rate as  specified by an income tax treaty,
the Company  ordinarily  will  presume  that  dividends  paid to an address in a
foreign country are paid to a resident of such country absent definite knowledge
that such presumption is not warranted. A Non-U.S. Holder that is eligible for a
reduced rate of United States  withholding  tax pursuant to an income tax treaty
may  obtain a refund  of any  excess  amount  currently  withheld  by  filing an
appropriate  claim for refund with the United States Internal  Revenue  Service.
Under proposed  regulations,  a beneficial  owner who is a Non-U.S.  Holder must
submit a properly  completed Internal Revenue Service Form W-8 to the Company or
a qualified intermediary to be eligible for a tax treaty reduction.

     If a  Non-U.S.  Holder is  engaged  in a trade or  business  in the  United
States, and if (i) dividends on the Convertible Exchangeable Preferred Stock are
effectively  connected  with the  conduct of such trade or business or (ii) if a
tax treaty  applies,  dividends are  attributable  to a United States  permanent
establishment  of the Non-U.S.  Holder,  the Non-U.S.  Holder will  generally be
subject to regular United States income tax on such effectively connected income
in the same manner as if the Non-U.S. Holder were a United States resident. Such
a Non-U.S.  Holder will be  required to provide the Company a properly  executed
United States  Revenue  Service Form 4224 or successor form in order to claim an
exemption from the 30% withholding tax.


Interest on Exchange Debentures

     Payments of interest  (including  original issue  discount,  if any) on the
Exchange  Debentures  by the Company or any agent of the Company to any Non-U.S.
Holder will not be subject to  withholding  of United States federal income tax,
provided that in the case of interest  (including  original issue  discount) (1)
the Non-U.S.  Holder does not actually or constructively  own 10 percent or more
of the  total  combined  voting  power of all  classes  of stock of the  Company
entitled  to vote,  (2) the  Non-U.S.  Holder  is not (x) a  controlled  foreign
corporation  that is related to the Company  through stock  ownership,  or (y) a
bank receiving interest  described in Section  881(c)(3)(A) of the Code, and (3)
either (A) the  beneficial  owner of the  Exchange  Debentures  certifies to the
Company or its  agent,  under  penalties  of  perjury,  that 



                                     S-103


it is not a "United  States  person" (as defined in the Code) and  provides  its
name and  address,  or (B) a  securities  clearing  organization,  bank or other
financial institution that holds customers' securities in the ordinary course of
its trade or  business  (a  "financial  institution")  and  holds  the  Exchange
Debentures  on behalf of the  beneficial  owner  certifies to the Company or its
agent,  under  penalties of perjury,  that such statement has been received from
the beneficial  owner by it or by the financial  institution  between it and the
beneficial owner and furnishes the payor with a copy thereof.  The certification
requirement  described  in clause 3(A) will be  fulfilled  by the  provision  of
United States  Internal  Revenue  Service Form W-8.  Each Non-U.S.  Holder of an
Exchange  Debenture  should be aware that if it does not  properly  provide  the
required  Internal Revenue Service form, or if the Internal Revenue Service form
is  not  properly  transmitted  to and  received  by the  United  States  person
otherwise required to withhold United States federal income tax, interest on the
Exchange  Debenture  may be subject  to United  States  withholding  tax at a 30
percent rate.

     If a Non-U.S. Holder is engaged in a trade or business in the United States
and  interest  (including  original  issue  discount,  if any)  on the  Exchange
Debentures is  effectively  connected with the conduct of such trade or business
(or, if an income tax treaty applies, and the Non-U.S. Holder maintains a United
States   "permanent   establishment"   to  which  the   interest  is   generally
attributable),  the Non-U.S.  Holder,  although  exempt from the withholding tax
discussed in the  preceding  paragraph  (provided  that such holder  furnishes a
properly  executed  IRS Form 4224 on or before  any  payment  date to claim such
exemption),  will  generally be subject to United States  federal  income tax on
such interest in the same manner as if it were a United States person.

Ownership  and  Sale  of  Convertible  Exchangeable Preferred Stock and Exchange
Debentures

     In general, a Non-U.S.  Holder will not be subject to United States federal
income tax with respect to any gain realized on a sale or other  disposition  of
Convertible  Exchangeable  Preferred Stock or Exchange Debentures (including any
gain realized on an exchange of  Convertible  Exchangeable  Preferred  Stock for
Exchange  Debentures  that is treated as a sale or  exchange  for United  States
federal  income tax purposes)  unless (i) such Non-U.S.  Holder is an individual
who is present in the United  States for 183 days or more in the taxable year of
disposition, and either (a) such individual has a "tax home" (as defined in Code
Section 911 (d)(3)) in the United States (unless such gain is  attributable to a
fixed place of business in a foreign  country  maintained by such individual and
has been subject to foreign tax of at least 10%) or (b) the gain is attributable
to an office or other fixed place of business  maintained by such  individual in
the United States;  (ii) such gain is effectively  connected with the conduct by
such Non-U.S.  Holder of a trade or business in the United  States;  or (iii) in
certain  cases,  if the Company is or has been a "United  States  real  property
holding  corporation" within the meaning of Section 897(c)(2) of the Code at any
time within the shorter of the five-year  period  preceding such  disposition or
such Non-U.S.  Holder's  holding  period.  A corporation  is generally a "United
States  real  property  holding  corporation"  if the fair  market  value of its
"United States real property  interests" equals or exceeds 50% of the sum of the
fair market value of its worldwide real property interests plus its other assets
used or held for use in a trade  or  business.  Although  the  Company  does not
believe  that it has been or is or will become a "United  States  real  property
holding  corporation" in the foreseeable future, any such development could have
adverse United States tax consequences for Non-U.S. Holders.

     In addition, no federal income tax will be imposed on a Non-U.S.  Holder on
the  conversion  of the  Convertible  Exchangeable  Preferred  Stock or Exchange
Debentures for Class A Common Stock.

     Further,  if such  Non-U.S.  Holder  is a  foreign  corporation,  it may be
subject to a branch  profits tax equal to 30% (or such lower rate provided by an
applicable treaty) of its effectively connected earnings and profits, subject to
certain adjustments, deemed to have been repatriated from the United States. For
purposes of the branch  profits  tax,  dividends  or  interest  on, and any gain
recognized  on the  sale,  exchange  or  other  disposition  of the  Convertible
Exchangeable Preferred Stock or the Exchange Debentures, will be included in the
effectively  connected  earnings  and  profits of such  Non-U.S.  Holder if such
dividends,  interest or gain, as the case may be, is effectively  connected with
the conduct by the Non-U.S. Holder of a trade or business in the United States.




                                     S-104


Federal Estate Tax

     Under  Section  2104 of the Code an  individual  Non-U.S.  Holder  who owns
shares of Convertible Exchangeable Preferred Stock at the time of his death will
be required to include the value  thereof in his gross estate for United  States
federal estate tax purposes,  and may be subject to United States federal estate
tax  unless  an  applicable  extate  tax  treaty  provides  otherwise.  Exchange
Debentures held by an individual  Non-U.S.  Holder at the time of his death will
not be  included  in his gross  estate  for  United  States  federal  estate tax
purposes, provided that the individual Non-U.S. Holder does not own, actually or
constructively,  10 percent or more of the total  combined  voting  power of all
classes  of stock  of the  Company  entitled  to vote  and,  at the time of such
individual  Non-U.S.  Holder's  death,  payments  with respect to such  Exchange
Debentures  would not have been  effectively  connected with the conduct by such
individual Non-U.S. Holder of a trade or business in the United States.

Information Reporting and Backup Withholding

     Under  certain   circumstances,   the  Internal  Revenue  Service  requires
"information  reporting" and "backup  withholding" at a rate of 31% with respect
to payments of dividends  and  interest.  Non-U.S.  Holders  generally  would be
exempt from Internal  Revenue Service  reporting  requirements and United States
backup withholding with respect to dividends payable on Convertible Exchangeable
Preferred  Stock and interest  payable on Exchange  Debentures.  Under  proposed
regulations,  however, a Non-U.S.  Holder of Convertible  Exchangeable Preferred
Stock that fails to certify its Non-U.S.  Holder status in  accordance  with the
requirements of the proposed  regulations,  would under certain circumstances be
subject to United  States  backup  withholding  at a rate of 31% on  payments of
dividends and interest.  The application for exemption is available by providing
a properly completed Internal Revenue Service Form W-8.

     The payment of the proceeds of the disposition of Convertible  Exchangeable
Preferred  Stock or  Exchange  Debentures  by a holder to or through  the United
States  office of a broker or  through a  non-United  States  branch of a United
States  broker  generally  will be subject to  information  reporting and backup
withholding at a rate of 31% unless the holder either  certifies its status as a
Non-U.S.   Holder  under  penalties  of  perjury  or  otherwise  establishes  an
exemption.  The payment of the proceeds of the disposition by a Non-U.S.  Holder
of Convertible Exchangeable Preferred Stock or Exchange Debentures to or through
a non-United  States office of a non-United States broker will not be subject to
backup withholding or information  reporting unless the non-United States broker
has certain United States relationships.

     Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder will be refunded (or credited against the holder's United States
federal income tax liability,  if any) provided that the required information is
furnished to the Internal Revenue Service.

     THE FOREGOING  DISCUSSION IS FOR GENERAL INFORMATION AND IS NOT TAX ADVICE.
ACCORDINGLY, EACH PROSPECTIVE HOLDER OF CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
OR EXCHANGE  DEBENTURES  SHOULD CONSULT HIS OWN TAX ADVISOR AS TO THE PARTICULAR
TAX CONSEQUENCES TO HIM OF THE PURCHASE, OWNERSHIP,  CONVERSION,  REDEMPTION AND
DISPOSITION  OF  THE  CONVERTIBLE   EXCHANGEABLE  PREFERRED  STOCK  OR  EXCHANGE
DEBENTURES,  INCLUDING  THE  APPLICABILITY  AND  EFFECT OF ANY  STATE,  LOCAL OR
FOREIGN TAX LAWS, AND ANY RECENT OR PROSPECTIVE CHANGES IN APPLICABLE TAX LAWS.



                                     S-105




                                  UNDERWRITING

     Under the terms and subject to the  conditions  stated in the  Underwriting
Agreement  dated the date of this  Prospectus  Supplement,  each of Smith Barney
Inc., Alex. Brown & Sons Incorporated,  Credit Suisse First Boston  Corporation,
Salomon   Brothers   Inc,   Chase   Securities,   Inc.   and  Furman  Selz  (the
"Underwriters") has severally agreed to purchase,  and the Company has agreed to
sell to each  Underwriter,  the  number of shares  of  Convertible  Exchangeable
Preferred Stock set forth opposite the name of such Underwriter below:


                                                         NUMBER
                     UNDERWRITER                        OF SHARES
                     -----------                        ----------
         Smith Barney Inc   ...........................
         Alex. Brown & Sons Incorporated   ............
         Credit Suisse First Boston Corporation  ......
         Salomon Brothers Inc. ........................
         Chase Securities, Inc.   .....................
         Furman Selz  .................................



                                                        ---------
          Total ....................................... 3,000,000
                                                        =========



     The  Underwriting  Agreement  provides that the  obligations of the several
Underwriters  to pay for and  accept  delivery  of the  shares  are  subject  to
approval of certain legal  matters by counsel and to certain  other  conditions.
The  Underwriters  are  obligated to take and pay for all shares of  Convertible
Exchangeable  Preferred  Stock  offered  hereby (other than those covered by the
overallotment option described below) if any such shares are taken.

     The  Underwriters  initially  propose  to  offer  part  of  the  shares  of
Convertible  Exchangeable  Preferred  Stock directly to the public at the public
offering  price set forth on the cover page of this  Prospectus  Supplement  and
part of the shares to certain  dealers at a price that  represents  a concession
not in excess of  $________  per share  below the  public  offering  price.  The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $________ per share to the other  Underwriters  or to certain other  dealers.
After the  initial  offering of the shares to the  public,  the public  offering
price and such concessions may be changed by the Underwriters.

     The Company has granted to the  Underwriters an option,  exercisable for 30
days from the date of this Prospectus Supplement, to purchase up to an aggregate
of 450,000 additional shares of Convertible  Exchangeable Preferred Stock at the
public offering price set forth on the cover page of this Prospectus  Supplement
less underwriting discounts and commissions.  The Underwriters may exercise such
option  to  purchase  additional  shares  solely  for the  purpose  of  covering
over-allotments,  if any,  incurred in connection with the sale of the shares of
Convertible  Exchangeable  Preferred  Stock offered  hereby.  To the extent such
option is exercised, each Underwriter will become obligated,  subject to certain
conditions,  to purchase  approximately  the same  percentage of such additional
shares as the number of shares set forth opposite each Underwriter's name in the
preceding table bears to the total number of shares of Convertible  Exchangeable
Preferred Stock offered by the Underwriters hereby.

     The  Company  and the  Underwriters  have  agreed to  indemnify  each other
against certain liabilities, including liabilities under the Securities Act.

     The  Company,  its  officers  and  directors  and the holders of all of the
shares of Class B Common Stock to be outstanding  after the Offering have agreed
that, for a period of 90 days from the date of this Prospectus Supplement,  they
will not, without the prior written consent of Smith Barney Inc.,  offer,  sell,
contract to sell,  or  otherwise  dispose of, any shares of Common  Stock of the
Company or any securities  convertible into, or exercisable or exchangeable for,
Common Stock of the Company.

     In connection with this Offering and in compliance with applicable law, the
Underwriters may overallot (i.e.,  sell more shares of Convertible  Exchangeable
Preferred  Stock than the total amount shown on the list of  Underwriters  which
appears above) and may effect transactions which stabilize,



                                     S-106




maintain  or  otherwise  affect  the market  price of the shares of  Convertible
Exchangeable Preferred Stock at levels above those which might otherwise prevail
in the  open  market.  Such  transactions  may  include  placing  bids  for  the
Convertible   Exchangeable   Preferred  Stock  or  effecting  purchases  of  the
Convertible  Exchangeable Preferred Stock for the purpose of pegging,  fixing or
maintaining the price of the Convertible Exchangeable Preferred Stock or for the
purpose of reducing a syndicate  short position  created in connection  with the
Offering.  A syndicate  short  position may be covered by exercise of the option
described above in lieu of or in addition to open market purchases. In addition,
the contractual arrangements among the Underwriters include a provision whereby,
if the Underwriters purchase shares of Convertible  Exchangeable Preferred Stock
in the  open  market  for the  account  of the  underwriting  syndicate  and the
securities purchased can be traced to a particular  Underwriter or member of the
selling group, the underwriting syndicate may require the Underwriter or selling
group  member in  question to purchase  the shares of  Convertible  Exchangeable
Preferred  Stock in question at the cost price to the  syndicate  or may recover
from (or decline to pay to) the  Underwriter or selling group member in question
the  selling   concession   applicable  to  the  securities  in  question.   The
Underwriters  are not required to engage in any of these activities and any such
activities, if commenced, may be discontinued at any time.

     Smith  Barney  Inc.  and  certain  of  the  other Underwriters have and may
continue  to  provide  investment banking services to the Company for which they
receive customary fees.



                                     S-107




                           GLOSSARY OF DEFINED TERMS

     "ABC" means Capital Cities/ABC, Inc.

     "Adjusted EBITDA" means broadcast cash flow less corporate overhead expense
and is a commonly used measure of performance for broadcast companies.  Adjusted
EBITDA does not purport to represent  cash  provided by operating  activities as
reflected  in the  Company's  consolidated  statements  of cash flows,  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.

     "Adjusted   EBITDA  margin"  means  the  Adjusted  EBITDA  divided  by  net
broadcast revenues.

     "Amended   Certificate"   means   the  Amended  and  Restated  Articles  of
Incorporation of the Company, as amended.

     "Arbitron" means Arbitron, Inc.

     "Bank  Credit  Agreement"  means  the Third  Amended  and  Restated  Credit
Agreement,  dated as of May 20,  1997,  among  the  Company,  the  Subsidiaries,
certain lenders named therein, and The Chase Manhattan Bank, as agent.

     "Broadcast  cash flow  margin"  means  broadcast  cash flow  divided by net
broadcast revenues.

     "Broadcast  Cash Flow"  means  operating  income  plus  corporate  overhead
expenses,  special  bonuses  paid  to  executive  officers,   non-cash  deferred
compensation,   depreciation  and  amortization,  including  both  tangible  and
intangible assets and program rights, less cash payment for program rights. Cash
program  payments  represent cash payments made for current program payables and
sports  rights  and do not  necessarily  correspond  to program  usage.  Special
bonuses paid to executive officers are considered unusual and non-recurring. The
Company has presented  broadcast cash flow data,  which the Company believes are
comparable to the data provided by other companies in the industry, because such
data are commonly  used as a measure of  performance  for  broadcast  companies.
However,  broadcast cash flow (i) does not purport to represent cash provided by
operating  activities as reflected in the Company's  consolidated  statements of
cash  flow,  (ii) is not a measure  of  financial  performance  under  generally
accepted  accounting  principles and (iii) should not be considered in isolation
or as a  substitute  for measures of  performance  prepared in  accordance  with
generally accepted accounting principles.

     "CBS" means CBS, Inc.

     "Cincinnati/Kansas  City Acquisitions"  means the Company's  acquisition of
the assets and liabilities of WSTR-TV (Cincinnati, OH) and KSMO-TV (Kansas City,
MO).

     "Class A Common Stock" means the Company's Class A Common Stock,  par value
$.01 per share.

     "Class B Common Stock" means the Company's Class B Common Stock,  par value
$.01 per share.

     "Columbus   Option"  means  the  Company's  option  to  purchase  both  the
Non-License Assets and the License Assets relating to WSYX-TV, Columbus, OH.

     "Commission" means the Securities and Exchange Commission.

     "Common  Stock"  means  the  Class  A  Common  Stock and the Class B Common
   Stock.

     "Communications Act" means the Communications Act of 1934, as amended.

     "Company"  means  Sinclair  Broadcast  Group,  Inc.  and  its  wholly owned
subsidiaries.

     "Controlling  Stockholders"  means  David  D. Smith, Frederick G. Smith, J.
Duncan Smith and Robert E. Smith.

     "DAB" means digital audio broadcasting.

     "DBS" means direct-to-home broadcast satellite television.

     "Debt Issuance" means the Company's private placement of the 1997 Notes, in
the principal amount of $200,000,000, on July 2, 1997.



                                      G-1



     "Designated Market Area" or "DMA" means one of the 211 generally-recognized
television market areas.

     "DOJ" means the United States Justice Department.

     "DTV" means digital television.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "FCC" means the Federal Communications Commision.

     "FCN" means the Fox Children's Network.

     "Flint  Acquisition"  means  the  Company's  acquisition  of  the assets of
   WSMH-TV (Flint, Michigan).

     "Fox" means Fox Broadcasting Company.

     "Glencairn" means Glencairn, Ltd. and its subsidiaries.

     "Greenville  Stations"  means radio  stations  WFBC-FM,  WORD-AM,  WFBC-AM,
WSPA-AM,  WSPA-FM,  WOLI-FM, and WOLT-FM located in the  Greenville/Spartanburg,
South Carolina area.

     "HSR"  means  the  Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.

     "HYTOPS"  means the  Company's  115/8% High Yield Trust  Offered  Preferred
Securities issued pursuant to the HYTOPS Issuance.

     "HYTOPS  Issuance" means the Company's  private  placement of HYTOPS,  in a
liquidation amount of $200,000,000, on March 14, 1997.

     "Independent"  means a station that is not affiliated with any of ABC, CBS,
NBC, FOX, UPN or WB.

     "JSAs"  means  joint sales  agreements  pursuant to which an entity has the
right,  for a fee  paid  to  the  owner  and  operator  of a  station,  to  sell
substantially all of the commercial advertising on the station.

     "KSC" means Keymarket of South Carolina, Inc.

     "License  Assets" means the television  and radio station assets  essential
for  broadcasting  a television  or radio signal in compliance  with  regulatory
guidelines,  generally consisting of the FCC license, transmitter,  transmission
lines, technical equipment, call letters and trademarks,  and certain furniture,
fixtures and equipment.

     "License Assets Option" means the Company's  option to purchase the License
Assets of KDNL-TV, St. Louis, MO; KOVR-TV,  Sacramento, CA; WTTV-TV and WTTK-TV,
Indianapolis, IN; WLOS-TV, Asheville, NC; KABB-TV, San Antonio, TX; and KDSM-TV,
Des Moines,  IA,  which the Company has  exercised  with respect to all stations
other than WTTV-TV and WTTK-TV.

     "LMAs" means program  services  agreements,  time  brokerage  agreements or
local  marketing  agreements  pursuant to which an entity  provides  programming
services to television or radio stations that are not owned by the entity.

     "Major Networks" means each of ABC, CBS or NBC, singly or collectively.

     "MSA" means the Metro Survey Area as defined by Arbitron.

     "MMDS" means multichannel multipoint distribution services.

     "NBC" means the National Broadcasting Company.

     "Nielsen" means the A.C. Nielsen Company Station Index dated May 1996.

     "1993 Notes" means the Company's 10% Senior Subordinated Notes due 2003.

     "1995 Notes" means the Company's 10% Senior Subordinated Notes due 2005.

     "1996  Acquisitions" means the 16 television and 33 radio stations that the
Company acquired,  obtained options to acquire, or obtained the right to program
during 1996 for an aggregate consideration of approximately $1.2 billion.



                                      G-2



     "1997 Notes" means the  Company's  9% Senior  Subordinated  Notes due 2007,
issued pursuant to the Debt Issuance.

     "Non-License Assets" means the assets relating to operation of a television
or radio station other than License Assets.

     "Peoria/Bloomington  Acquisition"  means the  acquisition by the Company of
the assets of WYZZ-TV on July 1, 1996.

     "River City" means River City Broadcasting, L.P.

     "River City  Acquisition"  means the Company's  acquisition from River City
and the owner of KRRT of certain Non-License Assets,  options to acquire certain
License and  Non-License  Assets and rights to provide  programming or sales and
marketing for certain stations, which was completed May 31, 1996.

     "SCI" means Sinclair Communications, Inc., a wholly owned subsidiary of the
Company that holds all of the broadcast operations of the Company.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Series A  Preferred  Stock"  means  the  Company's  Series A  Exchangeable
Preferred  Stock,  par  value  $.01 per  share,  each  share  of which  has been
exchanged for a share of the Company's Series B Convertible Preferred Stock.

     "Series  B  Preferred  Stock"  means  the  Company's  Series B  Convertible
Preferred Stock, par value $.01 per share.

     "Series C Preferred  Stock" means the Company's  Series C Preferred  Stock,
par value $.01 per share.

     "Sinclair"  means  Sinclair  Broadcast  Group,  Inc.  and  its wholly owned
subsidiaries.

     "Superior  Acquisition"  means  the  Company's  acquisition of the stock of
Superior Communications, Inc. ("Superior").

     "TBAs" means time brokerage agreements; see definition of "LMAs."

     "UHF" means ultra-high frequency.

     "UPN" means United Paramount Television Network Partnership.

     "VHF" means very-high frequency.

     "WB" and the "WB Network" mean The WB Television Network Partners.


                                      G-3



                                                              
==========================================================       ==========================================================  
                                                                                                                             
   NO  DEALER,   SALESPERSON  OR  OTHER  PERSON  HAS  BEEN                                                                   
AUTHORIZED  TO  GIVE  ANY   INFORMATION  OR  TO  MAKE  ANY                                                                   
REPRESENTATIONS   OTHER  THAN  THOSE   CONTAINED  IN  THIS                                                                   
PROSPECTUS SUPPLEMENT IN THE ACCOMPANYING  PROSPECTUS,  IN                                                                   
CONNECTION WITH THE OFFER CONTAINED HEREIN,  AND, IF GIVEN                                                                   
OR MADE, SUCH INFORMATION OR  REPRESENTATIONS  MUST NOT BE                                                                   
RELIED  UPON AS HAVING BEEN  AUTHORIZED  BY THE COMPANY OR                                                                   
ANY OF THE  UNDERWRITERS.  THIS PROSPECTUS  SUPPLEMENT AND                                                                   
THE ACCOMPANYING  PROSPECTUS DO NOT CONSTITUTE AN OFFER TO                                                                   
SELL OR A  SOLICITATION  OF AN OFFER TO BUY THE  SHARES OF                                                                   
CONVERTIBLE  EXCHANGEABLE PREFERRED STOCK BY ANYONE IN ANY                            3,000,000 SHARES                       
JURISDICTION  IN WHICH  THE OFFER OR  SOLICITATION  IS NOT                                                                   
AUTHORIZED,  OR IN WHICH THE  PERSON  MAKING  THE OFFER OR                                                                   
SOLICITATION  IS NOT  QUALIFIED TO DO SO, OR TO ANY PERSON                                                                   
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.                     SINCLAIR BROADCAST GROUP, INC.                
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE                                                                   
ACCOMPANYING  PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL                       $ CONVERTIBLE EXCHANGEABLE                  
CREATE ANY IMPLICATION THAT  INFORMATION  CONTAINED HEREIN                             PREFERRED STOCK                       
IS CORRECT AS OF ANY TIME  SUBSEQUENT TO THIS DATE HEREOF.                                                                   
                                                                                                                             
           -----------------------------------                                                                               
                                                                                                                             
                     TABLE OF CONTENTS                                                                                       
                                                                                             SBG                             
                                                                                  SINCLAIR BROADCAST GROUP                   
                                                   PAGE NO.                                                                  
                                                   ---------                                                                 
                   PROSPECTUS SUPPLEMENT                                                                                     
Prospectus Supplement Summary .....................   S- 1                      ----------------------------                 
Historical and Pro Forma Ratios of Earnings to                                                                               
   Fixed Charges and of Earnings to Fixed Charges                                                                            
   and Preferred Dividends ........................   S-11                                                                   
Use of Proceeds   .................................   S-12                 P R O S P E C T U S S U P P L E M E N T           
Capitalization ....................................   S-13                                                                   
Pro Forma Consolidated Financial Information of                                                                              
   Sinclair .......................................   S-14                              AUGUST , 1997                        
Management's Discussion and Analysis of                                                                                      
   Financial Condition and Results of Operations of                             ----------------------------                 
   Sinclair .......................................   S-24                                                                   
Industry Overview .................................   S-33                                                                   
Business of Sinclair ..............................   S-36                                                                   
Management  .......................................   S-64                                                                   
Description of Convertible Exchangeable Preferred            
   Stock ..........................................   S-70   
Description of Exchange Debentures  ...............   S-80   
Certain Definitions  ..............................   S-90   
Description of Indebtedness of Sinclair   .........   S-93                            SMITH BARNEY INC.                       
Certain Federal Income Tax Considerations    ......   S-96                                                                    
Underwriting   ....................................  S-106                           ALEX. BROWN & SONS                       
Glossary of Defined Terms  ........................   G-1                               INCORPORATED                          
                        PROSPECTUS                                                                                            
Available Information   ...........................    1                         CREDIT SUISSE FIRST BOSTON                   
Incorporation of Certain Documents by Reference ...    1                                                                      
The Company .......................................    3                            SALOMON BROTHERS INC                      
Risk Factors   ....................................    3                                                                      
Use of Proceeds   .................................   16                           CHASE SECURITIES, INC.                     
Historical and Pro Forma Ratio of Earnings to Fixed                                                                           
   Charges  .......................................   16                                 FURMAN SELZ                          
Selling Stockholders ..............................   17                                                                      
Description of Debt Securities   ..................   18                                                                      
Description of Capital Stock  .....................   32                                                                      
Plan of Distribution ..............................   40                                                                      
Legal Matters  ....................................   41                                                                    
Experts  ..........................................   41                                                                          
                                                                                                                              
==========================================================       ==========================================================   
                                                             


    





                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The  following  are  the  estimated  expenses  payable  by the  Company  in
connection with the issuance and distribution of the securities being registered
other than any underwriting compensation.




                           ITEM                                   AMOUNT
- --------------------------------------------------------------   -----------
                                                              
     SEC Registration Fee ....................................   $  303,030
     Nasdaq fees .............................................       35,000
     Blue Sky fees and expenses (including legal fees)  ......       35,000
     Printing and engraving expenses  ........................      450,000
     Legal fees and expenses .................................      375,000
     Accounting fees and expenses  ...........................      300,000
     Trustees and registrar fees   ...........................       35,000
     Miscellaneous fees and expenses  ........................       77,970
                                                                 -----------
        Total ................................................   $1,611,000
                                                                 ===========


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Articles of Amendment and  Restatement and By-Laws of the Company state
that the Company  shall  indemnify,  and advance  expenses to, its directors and
officers  whether serving the Company or at the request of another entity to the
fullest extent permitted by and in accordance with Section 2-418 of the Maryland
General  Corporation  Law.  Section  2-418  contains  certain  provisions  which
establish that a Maryland corporation may indemnify any director or officer made
party  to any  proceeding  by  reason  of  service  in  that  capacity,  against
judgments,  penalties,  fines,  settlements  and  reasonable  expenses  actually
incurred by the director or officer in connection with such proceeding unless it
is established  that the director's or officer's act or omission was material to
the matter giving rise to the  proceeding  and the director or officer (i) acted
in bad faith or with active and deliberate dishonesty; (ii) actually received an
improper personal benefit in money,  property or services;  or (iii) in the case
of a criminal  proceeding,  had  reasonable  cause to  believe  that his act was
unlawful.  However,  if  the  proceeding  was  one  by or in  the  right  of the
corporation,  indemnification  may not be made if the  director  or  officer  is
adjudged  to be  liable  to the  corporation.  The  statute  also  provides  for
indemnification of directors and officers by court order.

     Section  12  of  Article  II  of  the Amended By-Laws of Sinclair Broadcast
Group, Inc. provides as follows:


     A director shall perform his duties as a director,  including his duties as
a member of any  Committee of the Board upon which he may serve,  in good faith,
in a  manner  he  reasonably  believes  to be  in  the  best  interests  of  the
Corporation,  and with  such  care as an  ordinarily  prudent  person  in a like
position  would use under similar  circumstances.  In performing  his duties,  a
director  shall  be  entitled  to rely on  information,  opinions,  reports,  or
statements,  including  financial  statements and other  financial data, in each
case prepared or presented by:

       (a) one  or  more  officers  or  employees  of  the  Corporation whom the
    director  reasonably  believes  to  be reliable and competent in the matters
    presented;

       (b) counsel, certified public accountants, or other persons as to matters
    which  the  director   reasonably   believes  to  be  within  such  person's
    professional or expert competence; or

       (c) a  Committee  of the  Board  upon  which  he  does  not  serve,  duly
    designated in accordance  with a provision of the Articles of  Incorporation
    or the  By-Laws,  as to  matters  within  its  designated  authority,  which
    Committee the director reasonably believes to merit confidence.


                                      II-1







     A  director  shall not be  considered  to be acting in good faith if he has
knowledge  concerning  the matter in  question  that would  cause such  reliance
described  above  to be  unwarranted.  A  person  who  performs  his  duties  in
compliance  with this  Section  shall  have no  liability  by reason of being or
having been a director of the Corporation.

     The Company has also entered into  indemnification  agreements with certain
officers and  directors  which  provide  that the Company  shall  indemnify  and
advance  expenses to such officers and directors to the fullest extent permitted
by applicable  law in effect on the date of the  agreement,  and to such greater
extent  as  applicable  law  may  thereafter  from  time to  time  permit.  Such
agreements  provide for the advancement of expenses (subject to reimbursement if
it is  ultimately  determined  that the officer or  director is not  entitled to
indemnification) prior to the disposition of any claim or proceeding.

     The  Underwriting  Agreement,  filed as  Exhibit  1.1 to this  Registration
Statement,  provides for indemnification by the Underwriters of the Registrant's
directors, officers and controlling persons against certain liabilities that may
be incurred in connection  with the Offering,  including  liabilities  under the
Securities Act of 1933, as amended.


ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) EXHIBITS


EXHIBIT
 NUMBER                             DESCRIPTION
- --------- ----------------------------------------------------------------------
    1.1*  Form of Common Stock Underwriting Agreement
    1.2*  Form of Debt Security Underwriting Agreement
    1.3*  Form of Preferred Stock Underwriting Agreement
    4.1   Amended and Restated  certificate of  Incorporation  (incorporated  by
          reference  to the  Company's  Report  on Form  10-Q for the  quarterly
          period ended June 30, 1996.)
    4.2   Bylaws   (incorporated  by  reference  to  the  Company   Registration
          Statement on Form S-1, No. 33-90682)
    4.3*  Form of Class A Common Stock Certificate (incorporated by reference to
          the Company's registration statement on Form S-1, No. 33-90682)
    4.4*  Form of Articles  Supplementary  relating to  Preferred  Stock  issued
          pursuant to this Registra- tion Statement
    4.5*  Form of Senior Indenture
    4.6*  Form of Senior Subordinated Indenture
    4.7*  Form of Preferred Stock Certificate
    4.8*  Form of Depositary Agreement
    4.9*  Form of Depositary Receipt
    5.1*  Form of Opinion of Wilmer,  Cutler & Pickering  (including the consent
          of such firm) regard- ing legality of securities being offered
    5.2*  Form of Opinion of Thomas & Libowitz,  P.A.  (including the consent of
          such firm) regarding legality of securities being offered
   12.1   Statement re computation of ratios
   23.1   Consent  of  Wilmer,  Cutler  &  Pickering   (incorporated  herein  by
          reference to Exhibit 5.1 hereto)
   23.2   Consent  of  Arthur  Andersen  LLP,   independent   certified   public
          accountants
   23.3   Consent  of  KPMG  Peat  Marwick  LLP,  independent  certified  public
          accountants
   23.4   Consent of Price Waterhouse LLP, independent accountants,  relating to
          Financial Statements of Kansas City TV 62 Limited Partnership
   23.5   Consent of Price Waterhouse LLP, independent accountants,  relating to
          financial statements of Cincinnati TV 64 Limited Partnership
   23.6   Consent of Ernst & Young LLP, independent certified public accountants



                                      II-2





EXHIBIT
NUMBER                          DESCRIPTION
- --------- ----------------------------------------------------------------------
   23.7+  Consent of Barry Baker to be named as a director
   23.8+  Consent of Roy F. Coppedge, III to be named as a director
   24.1+  Powers of Attorney for David D. Smith,  Frederick G. Smith,  J. Duncan
          Smith,  Robert E. Smith,  Basil A.  Thomas,  William  Brock,  Lawrence
          McCanna and David B. Amy.



- ----------
*    To be filed by amendment or as an exhibit to be  incorporated  by reference
     herein in connection with an offering of the offered securities.

+    Previously filed.


     (b) FINANCIAL STATEMENT SCHEDULES:

     Incorporated by reference to Schedule II of the Company's  Annual Report on
Form 10-K for the year ended December 31, 1996, as amended.


ITEM 17. UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the provisions  described in this Registration  Statement
or  otherwise,  the  Registrant  has been  advised  that in the  opinion  of the
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling persons of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

     The undersigned  registrant hereby undertakes to provide to the underwriter
at the closing  specified in the  underwriting  agreements  certificates in such
denominations  and  registered in such names as required by the  underwriter  to
permit prompt delivery to each purchaser.

     The undersigned registrant hereby undertakes that:

       (1) For purposes of determining  any liability  under the Securities Act,
    the  information  omitted from the form of prospectus  filed as part of this
    registration statement in reliance upon Rule 430A and contained in a form of
    prospectus  filed by the  registrant  pursuant to Rule  424(b)(1)  or (4) or
    497(h)  under  the Act  shall  be  deemed  to be  part of this  registration
    statement as of the time it was declared effective.

       (2) For the purpose of determining any liability under the Securities Act
   of 1933,  each  post-effective  amendment  that contains a form of prospectus
   shall be deemed to be a new registration statement relating to the securities
   offered  therein,  and the offering of such  securities at that time shall be
   deemed to be the initial bona fide offering thereof.

     The undersigned registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
   post-effective amendment to this registration statement:

          (i)  To  include  any  prospectus  required by section 10(a)(3) of the
       Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
       the  effective  date of the  registration  statement  (or the most recent
       post-effective   amendment   thereof)  which,   individually  or  in  the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement.  Notwithstanding the foregoing,  any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was


                                      II-3







       registered)  and any deviation  from the low or high end of the estimated
       maximum  offering range may be reflected in the form of prospectus  filed
       with the  Commission  pursuant to Rule 424(b) if, in the  aggregate,  the
       changes  in volume and price  represent  no more than a 20% change in the
       maximum  aggregate  offering  price  set  forth  in the  "Calculation  of
       Registration Fee" table in the effective registration statement; and

          (iii) To include any material  information with respect to the plan of
       distribution not previously  disclosed in the  registration  statement or
       any material change to such information in the registration statement;

       Provided,  however,  That paragraphs  (1)(i) and (1) (ii) do not apply if
   the  information  required to be included in a  post-effective  amendment  by
   those  paragraphs is contained in periodic reports filed with or furnished to
   the Commission by the  registrant  pursuant to section 13 or section 15(d) of
   the Securities Exchange Act of 1934 that are incorporated by reference in the
   registration statement.

       (2)  That,  for the  purpose  of  determining  any  liability  under  the
   Securities Act of 1933, each such post-effective amendment shall be deemed to
   be a new registration  statement  relating to the securities offered therein,
   and the  offering of such  securities  at that time shall be deemed to be the
   initial bona fide offering thereof.

       (3) To remove from  registration by means of a  post-effective  amendment
   any of the securities being registered which remain unsold at the termination
   of the offering.


                                      II-4





                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrants
certify that they have  reasonable  grounds to believe that they meet all of the
requirements  for  filing on Form S-3 and have duly  caused  this  amendment  to
registration  statement  to be  signed  on  their  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Baltimore, Maryland on the 26th day of
August, 1997.


                         SINCLAIR BROADCAST GROUP, INC.

                             By: /s/ David D. Smith
                                           ------------------------------------
                                 David D. Smith
                                            Chief    Executive    Officer    and
                                            President


                           THE GUARANTORS LISTED BELOW

                             By: /s/ David D. Smith
                                           ------------------------------------
                                 David D. Smith
                                            President


                               POWER OF ATTORNEY


     Pursuant to the  requirements of the Securities Act of 1933, this amendment
to  registration  statement  has been  signed by the  following  persons  in the
capacities and on the dates indicated.




        SIGNATURE                             TITLE                          DATE
- ----------------------------   ---------------------------------------   ----------------
                                                                   
    /s/ David D. Smith         Chairman of the Board,                    August 26, 1997
- -------------------------      Chief Executive Officer,
     David D. Smith            President and Director
                               of the Guarantors listed below
                               (Principal executive officer)

     /s/ David B. Amy          Chief Financial Officer and               August 26, 1997
- -------------------------      Director of the Guarantors listed
      David B. Amy             below (other than Sinclair
                               Communications, Inc.,) (Principal
                               Financial and Accounting Officer of
                               Sinclair Broadcast Group, Inc. and
                               the Guarantors listed below)

                               Director of Sinclair Broadcast Group,     August 26, 1997
- -------------------------      Inc. and Sinclair Communications,
    Frederick G. Smith         Inc.

          *                    Director of Sinclair Broadcast Group,     August 26, 1997
- -------------------------      Inc. and Sinclair Communications,
     J. Duncan Smith           Inc.

                               Director of Sinclair Broadcast Group,     August 26, 1997
- -------------------------      Inc. and Sinclair Communications,
     Robert E. Smith           Inc.

   

                                      II-5








    


        SIGNATURE                             TITLE                          DATE
- ----------------------------   ---------------------------------------   ----------------
                                                                   
          *                    Director of Sinclair Broadcast Group,     August 26, 1997
- -------------------------      Inc. and Sinclair Communications,
     Basil A. Thomas           Inc.

          *                    Director of Sinclair Broadcast Group,     August 26, 1997
- -------------------------      Inc. and Sinclair Communications,
   Lawrence E. McCanna         Inc.



*By: /s/ David B. Amy
     -------------------
     David B. Amy
     Attorney-in-fact




                                   GUARANTORS
                                                    
Chesapeake Television, Inc.                            Sinclair Radio of Wilkes-Barre Licensee, Inc.
Chesapeake Television Licensee, Inc.                   Superior Communications of Kentucky, Inc.
FSF-TV, Inc.                                           Superior Communications of Oklahoma, Inc.
KABB Licensee, Inc.                                    Superior KY License Corp.
KDNL Licensee, Inc.                                    Superior OK License Corp.
KSMO, Inc.                                             Tuscaloosa Broadcasting Inc.
KSMO Licensee, Inc.                                    WCGV, Inc.
KUPN Licensee, Inc.                                    WCGV Licensee, Inc.
SCI-Indiana Licensee, Inc.                             WDBB, Inc.
SCI-Sacramento Licensee, Inc.                          WLFL, Inc.
Sinclair Communications, Inc.                          WLFL Licensee, Inc.
Sinclair Radio of Albuquerque, Inc.                    WLOS Licensee, Inc.
Sinclair Radio of Albuquerque Licensee, Inc.           WPGH, Inc.
Sinclair Radio of Buffalo, Inc.                        WPGH Licensee, Inc.
Sinclair Radio of Buffalo Licensee, Inc.               WSMH, Inc.
Sinclair Radio of Greenville, Inc.                     WSMH Licensee, Inc.
Sinclair Radio of Greenville Licensee, Inc.            WSTR, Inc.
Sinclair Radio of Los Angeles, Inc.                    WSTR Licensee, Inc.
Sinclair Radio of Los Angeles Licensee, Inc.           WSYX, Inc.
Sinclair Radio of Memphis, Inc.                        WTTE, Channel 28, Inc.
Sinclair Radio of Memphis Licensee, Inc.               WTTE, Channel 28 Licensee, Inc.
Sinclair Radio of Nashville, Inc.                      WTTO, Inc.
Sinclair Radio of Nashville Licensee, Inc.             WTTO Licensee, Inc.
Sinclair Radio of New Orleans, Inc.                    WTVZ, Inc.
Sinclair Radio of New Orleans Licensee, Inc.           WTVZ Licensee, Inc.
Sinclair Radio of St. Louis, Inc.                      WYZZ, Inc.
Sinclair Radio of St. Louis Licensee, Inc.             WYZZ Licensee, Inc.
Sinclair Radio of Wilkes-Barre, Inc.

                                      II-6

EX-23.2

                                                                    EXHIBIT 23.2


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




     As  independent  public  accountants,  we hereby  consent to the use of our
reports (and to all  references to our Firm)  included in or made a part of this
Form S-3/A Amendment No. 5 to Registration Statement under the Securities Act of
1933.



                                              /s/  ARTHUR ANDERSEN LLP




Baltimore, Maryland
August 26, 1997

EX-23.3

                                                                    EXHIBIT 23.3




                         INDEPENDENT AUDITORS' CONSENT



The Partners
River City Broadcasting, L.P.:


We consent to the inclusion and  incorporation  by reference in the Registration
Statement No. 333-12257 on Form S-3 as amended of Sinclair Broadcast Group, Inc.
of our report dated February 23, 1996 with respect to the  consolidated  balance
sheets of River City Broadcasting, L.P. as of December 31, 1994 and 1995 and the
related consolidated statements of operations,  partners' capital (deficit), and
cash flows for each of the years in the  three-year  period  ended  December 31,
1995 which report appears in the form 8-K/A of Sinclair  Broadcast  Group,  Inc.
dated May 9, 1996 and to the  reference to our firm under the heading  "Experts"
in the prospectus.



                                                       /s/ KPMG PEAT MARWICK LLP
                                                       -------------------------
                                                       KPMG PEAT MARWICK LLP


St. Louis, Missouri
August 26, 1997

EX-23.4

                                                                    EXHIBIT 23.4


                      CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to incorporation  by reference in the Prospectus  constituting
part of this Registration  Statement on Form S-3/A of Sinclair  Broadcast Group,
Inc.  (the  "Company")  of our  report  dated  March 22,  1996  relating  to the
financial statements of Kansas City TV 62 Limited Partnership,  which appears in
the Company's  Form 8-K dated May 9, 1996 (filed May 17, 1996).  We also consent
to the reference to us under the headings "Experts" in such Prospectus.



/s/ Price Waterhouse LLP
- ---------------------
Price Waterhouse LLP


Boston, Massachusetts
August 26, 1997

EX-23.5

                                                                    EXHIBIT 23.5


                      CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting  part of this  Registration  Statement  on Form  S-3/A of  Sinclair
Broadcast  Group,  Inc.  (the  "Company")  of our report  dated  March 22,  1996
relating to the financial  statements  of Cincinnati TV 64 Limited  Partnership,
which appears in the Company's  Form 8-K dated May 9, 1996 (filed May 17, 1996).
We also  consent to the  reference  to us under the  headings  "Experts" in such
Prospectus.



/s/ Price Waterhouse LLP
- ---------------------
Price Waterhouse LLP


Boston, Massachusetts
August 26, 1997

EX-23.6

                                                                    EXHIBIT 23.6


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the  reference to our firm under the caption  "Experts" and to the
use of our report  dated  February  23,  1996,  with  respect  to the  financial
statements of Superior  Communication  Group,  Inc. included in the Registration
Statement (Form S-3 Amendment No.5 333-12257) and related Prospectus of Sinclair
Broadcast Group, Inc.



                                                           /s/ Ernst & Young LLP
                                                          ---------------------


Pittsburgh, Pennsylvania
August 25, 1997