SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                  ______________________________


                             Form 8-K

                          CURRENT REPORT


              Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


                          June 30, 1995
                   ----------------------------
                          Date of Report
                (Date of earliest event reported)


                   LIN BROADCASTING CORPORATION
 ---------------------------------------------------------------
      (Exact name of registrant as specified in its charter)


   Delaware                  0-2481            62-0673800
- ----------------     --------------------    ---------------
(State or other      (Commission File No.)    I.R.S. Employer
jurisdiction of                              Identification No.)
 incorporation)


                       5295 Carillon Point
                   Kirkland, Washington  98033
 ---------------------------------------------------------------
   (Address of principal executive offices, including zip code)



                          (206) 828-1902
 ---------------------------------------------------------------
       (Registrant's telephone number, including area code)
<PAGE>
<PAGE> 1

Item 2.   Acquisition or Disposition of Assets

     On June 30, 1995, LIN Broadcasting Corporation (the
"Company") entered into the Agreement and Plan of Merger By and
Among McCaw Cellular Communications, Inc., a wholly owned
subsidiary of AT&T Corp. ("McCaw"), MMM Holdings, Inc., a wholly
owned subsidiary of McCaw ("Holdings"), MMM Acquisition Corp., a
wholly owned subsidiary of Holdings ("Acquisition"), and the
Company dated April 28, 1995, As Amended and Restated June 30,
1995 (the "Merger Agreement").  At a meeting held June 30, 1995,
the Board of Directors of LIN unanimously approved the Merger
Agreement.

     The Merger Agreement now provides for the payment to holders
of shares of the Company's common stock, $.01 par value, other
than shares owned by McCaw or its wholly owned subsidiaries or in
the Company's treasury or by a wholly owned subsidiary of the
Company (collectively, the "Public Shares"), upon consummation of
the merger of the Company with Acquisition as contemplated in the
Merger Agreement (the "Merger"), of cash in the amount of (i)
$129.50 per Public Share (ii) plus, under certain circumstances
described more fully below, an additional amount of up to $.25
per Public Share (the "Additional Amount"), (iii) plus an amount,
if any, equal to the amount of simple interest that would accrue
on $129.50 plus the Additional Amount (if any) at a rate of 5.5%
per annum from, but not including, September 15, 1995 until
closing if the Merger has not been consummated by September 15,
1995.  

     Certain lawsuits previously have been filed in connection
with the Merger and related events.  A Memorandum of
Understanding has been executed on behalf of certain parties to
those lawsuits, including AT&T, McCaw and the plaintiffs,
providing for the settlement of these lawsuits.  The settlement
remains subject to various conditions, including execution of the
Stipulation of Settlement, notice to shareholders, court approval
of the certification of a class including all affected
shareholders of the Company and of the settlement terms, and
certain other matters.  The Merger Agreement reflects certain
terms of the Memorandum of Understanding.

     The Memorandum of Understanding contemplates that
plaintiffs' attorneys intend to request court approval of fees of
up to $4 million plus $.25 per Public Share.  McCaw has agreed to
pay up to the first $4 million in total fees approved by the
court.  To the extent fees in excess of $4 million are awarded,
they will be satisfied through a reduction in the Additional
Amount payable to the holders of Public Shares.
<PAGE>
<PAGE> 2

     The Merger Agreement now provides that McCaw may terminate
the Merger Agreement if the Merger has not been consummated by
November 30, 1995.  The Merger Agreement also now permits the
Company to implement equal access for all long-distance carriers
in connection with long-distance communications services provided
by the Company and its subsidiaries.  Following any such
conversion to equal access, the Company may market cellular
services using AT&T's brand name.

     The foregoing is a summary of certain terms of the Merger
Agreement and the Memorandum of Understanding and is qualified in
its entirety by reference to such documents.  Copies of the
Merger Agreement and the Memorandum of Understanding are being
filed with the Securities and Exchange Commission as exhibits
hereto.

Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits 

          Exhibit 
          Number    Description

          2.1       Agreement and Plan of Merger By and Among
                    McCaw Cellular Communications, Inc., MMM
                    Holdings, Inc., MMM Acquisition Corp. and LIN
                    Broadcasting Corporation dated April 28,
                    1995, As Amended and Restated June 30, 1995.

          99.1      Memorandum of Understanding dated June 22,
                                        1995.<PAGE>


<PAGE>

                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized. 


                              LIN BROADCASTING CORPORATION 


                              By   DONALD GUTHRIE
                                   -------------------------
                                   Donald Guthrie, Senior Vice
                                   President and Chief Financial
                                   Officer 

Dated:    June 30, 1995
<PAGE>
<PAGE>

                        INDEX TO EXHIBITS 


Exhibit
Number    Description

2.1       Agreement and Plan of Merger By and Among McCaw
          Cellular Communications, Inc., MMM Holdings, Inc., MMM
          Acquisition Corp. and LIN Broadcasting Corporation
          dated April 28, 1995, As Amended and Restated June 30,
          1995.

99.1      Memorandum of Understanding dated June 22, 1995.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6343}]
{"company-data": {"conformed-name": "LIN BROADCASTING CORP", "cik": "0000059498", "assigned-sic": "4833", "irs-number": "620673800", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-02481", "film-number": "95551711"}, "business-address": {"street1": "1150 CONNECTICUT AVENUE NW", "street2": "4TH FLOOR", "city": "WASHINGTON", "state": "DC", "zip": "20036", "phone": "2068281902"}, "mail-address": {"street1": "1150 CONNECTICUT AVENUE NW", "street2": "4TH FLOOR", "city": "WASHINGTON", "state": "DC", "zip": "20036"}}
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                  ______________________________

                             Form 8-K

                          CURRENT REPORT

              Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

                          June 30, 1995
                   ----------------------------
                          Date of Report
                (Date of earliest event reported)

                   LIN BROADCASTING CORPORATION
 ---------------------------------------------------------------
      (Exact name of registrant as specified in its charter)

   Delaware                  0-2481            62-0673800
- ----------------     --------------------    ---------------
(State or other      (Commission File No.)    I.R.S. Employer
jurisdiction of                              Identification No.)
 incorporation)

                       5295 Carillon Point
                   Kirkland, Washington  98033
 ---------------------------------------------------------------
   (Address of principal executive offices, including zip code)

                          (206) 828-1902
 ---------------------------------------------------------------
       (Registrant's telephone number, including area code)
1

Item 2.   Acquisition or Disposition of Assets

     On June 30, 1995, LIN Broadcasting Corporation (the
"Company") entered into the Agreement and Plan of Merger By and
Among McCaw Cellular Communications, Inc., a wholly owned
subsidiary of AT&T Corp. ("McCaw"), MMM Holdings, Inc., a wholly
owned subsidiary of McCaw ("Holdings"), MMM Acquisition Corp., a
wholly owned subsidiary of Holdings ("Acquisition"), and the
Company dated April 28, 1995, As Amended and Restated June 30,
1995 (the "Merger Agreement").  At a meeting held June 30, 1995,
the Board of Directors of LIN unanimously approved the Merger
Agreement.

     The Merger Agreement now provides for the payment to holders
of shares of the Company's common stock, $.01 par value, other
than shares owned by McCaw or its wholly owned subsidiaries or in
the Company's treasury or by a wholly owned subsidiary of the
Company (collectively, the "Public Shares"), upon consummation of
the merger of the Company with Acquisition as contemplated in the
Merger Agreement (the "Merger"), of cash in the amount of (i)
$129.50 per Public Share (ii) plus, under certain circumstances
described more fully below, an additional amount of up to $.25
per Public Share (the "Additional Amount"), (iii) plus an amount,
if any, equal to the amount of simple interest that would accrue
on $129.50 plus the Additional Amount (if any) at a rate of 5.5%
per annum from, but not including, September 15, 1995 until
closing if the Merger has not been consummated by September 15,
1995.  

     Certain lawsuits previously have been filed in connection
with the Merger and related events.  A Memorandum of
Understanding has been executed on behalf of certain parties to
those lawsuits, including AT&T, McCaw and the plaintiffs,
providing for the settlement of these lawsuits.  The settlement
remains subject to various conditions, including execution of the
Stipulation of Settlement, notice to shareholders, court approval
of the certification of a class including all affected
shareholders of the Company and of the settlement terms, and
certain other matters.  The Merger Agreement reflects certain
terms of the Memorandum of Understanding.

     The Memorandum of Understanding contemplates that
plaintiffs' attorneys intend to request court approval of fees of
up to $4 million plus $.25 per Public Share.  McCaw has agreed to
pay up to the first $4 million in total fees approved by the
court.  To the extent fees in excess of $4 million are awarded,
they will be satisfied through a reduction in the Additional
Amount payable to the holders of Public Shares.
2

     The Merger Agreement now provides that McCaw may terminate
the Merger Agreement if the Merger has not been consummated by
November 30, 1995.  The Merger Agreement also now permits the
Company to implement equal access for all long-distance carriers
in connection with long-distance communications services provided
by the Company and its subsidiaries.  Following any such
conversion to equal access, the Company may market cellular
services using AT&T's brand name.

     The foregoing is a summary of certain terms of the Merger
Agreement and the Memorandum of Understanding and is qualified in
its entirety by reference to such documents.  Copies of the
Merger Agreement and the Memorandum of Understanding are being
filed with the Securities and Exchange Commission as exhibits
hereto.

Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits 

          Exhibit 
          Number    Description

          2.1       Agreement and Plan of Merger By and Among
                    McCaw Cellular Communications, Inc., MMM
                    Holdings, Inc., MMM Acquisition Corp. and LIN
                    Broadcasting Corporation dated April 28,
                    1995, As Amended and Restated June 30, 1995.

          99.1      Memorandum of Understanding dated June 22,
                                        1995.
SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized. 

                              LIN BROADCASTING CORPORATION 

                              By   DONALD GUTHRIE
                                   -------------------------
                                   Donald Guthrie, Senior Vice
                                   President and Chief Financial
                                   Officer 

Dated:    June 30, 1995
INDEX TO EXHIBITS 

Exhibit
Number    Description

2.1       Agreement and Plan of Merger By and Among McCaw
          Cellular Communications, Inc., MMM Holdings, Inc., MMM
          Acquisition Corp. and LIN Broadcasting Corporation
          dated April 28, 1995, As Amended and Restated June 30,
          1995.

99.1      Memorandum of Understanding dated June 22, 1995.